<PAGE>

                                                                   Exhibit 10.20

                          HOLMES FINANCING (NO. 1) PLC
             (A wholly owned subsidiary of Holmes Holdings Limited)

                               REPORT AND ACCOUNTS

                       FOR THE YEAR ENDED 31 DECEMBER 2002

                             Registered No. 3946294

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Report of the Directors

The Directors submit their report together with the accounts for the year to 31
December 2002.

1. Principal activity and review of the year

The principal activity of the Company is to issue asset backed notes and enter
into all financial arrangements in that connection. No future changes in
activity are envisaged.

2. Results and Dividend

The results for the year are set out on page 4. The profit of (pound)2,000
(2001: loss (pound)2,000) will be transferred to reserves. The Directors do not
recommend the payment of a dividend (2001: nil).

3. Financial Instruments

The Company's financial instruments, other than derivatives, comprise loans to
group undertakings, borrowings, cash and liquid resources, and various items,
such as debtors and creditors that arise directly from its operations. The main
purpose of these financial instruments is to raise finance for the Company's
operations.

The Company also enters into derivatives transactions (principally cross
currency swaps). The purpose of such transactions is to manage the currency
risks arising from the Company's operations and its sources of finance.

It is, and has been throughout the year under review, the Company's policy that
no trading in financial instruments shall be undertaken.

The main risk arising from the Company's financial instruments is currency risk.
The Board reviews and agrees policies for managing this risk and they are
summarised below.

Currency risk

The Company has debt securities in issue denominated in US Dollars and Euros.
The Company's policy is to eliminate all exposures arising from movements in
exchange rates by the use of cross currency swaps to hedge payments of interest
and principal on the securities. All other assets, liabilities and transactions
are denominated in Sterling.

4. Directors and their interests

The Directors who served throughout the year, except as noted below were:

M McDermott
M A Parsons               (resigned 6 August 2002)
R Wise                    (appointed 6 August 2002, resigned 23 May 2003)
D Green                   (appointed 23 May 2003)
SPV Management Limited

At the year end and the previous year end, Holmes Holdings Limited and M.
McDermott held one share in the Company. SPV Management Ltd and M. McDermott
held one share in the holding company, Holmes Holdings Limited, at the year end.
The other share in Holmes Holdings Limited was held by SPV Management Limited.
None of the other Directors had a beneficial interest in the shares of the
Company, or of the holding company, Holmes Holdings Limited, at the year end.

                                     Page 1

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

5. Directors' Responsibility in respect of the Preparation of Accounts

The Directors are required by United Kingdom company law to prepare accounts for
each financial year that give a true and fair view of the state of affairs of
the Company as at the end of the financial year, and of the profit or loss for
that year.

The Directors confirm that suitable accounting policies have been used and
applied consistently and reasonable and prudent judgements and estimates have
been made in the preparation of the accounts for the year ended 31 December
2002. The Directors also confirm that applicable accounting standards have been
followed and that the statements have been prepared on the going concern basis.

The Directors are responsible for keeping proper accounting records which
disclose with reasonable accuracy at any time the financial position of the
Company and to enable them to ensure that the financial statements comply with
the Companies Act 1985. They are also responsible for the Company's system of
internal control, for safeguarding the assets of the Company and hence for
taking reasonable steps for the prevention and detection of fraud and other
irregularities.

6. Auditors

During the year the Directors re-appointed Deloitte & Touche as auditors of the
Company.

By order of the Board


/s/ Natalie Weedon
------------------

For and behalf of
Abbey National Secretariat Services Limited, Secretary

24 June 2003.

Registered Office:
Abbey National House
2 Triton Square
Regent's Place
London
NW1 3AN

                                     Page 2

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF HOLMES FINANCING (NO. 1) PLC

We have audited the financial statements of Holmes Financing (No.1) plc for the
year ended 31 December 2002 which comprise the profit and loss account, the
balance sheet, the statement of accounting policies and the related notes 1 to
17. These financial statements have been prepared under the accounting policies
set out therein.

Respective responsibilities of directors and auditors

As described in the statement of directors' responsibilities, the company's
directors are responsible for the preparation of the financial statements in
accordance with applicable United Kingdom law and accounting standards. Our
responsibility is to audit the financial statements in accordance with relevant
United Kingdom legal and regulatory requirements and auditing standards, and the
Listing Rules of the Financial Services Authority.

We report to you our opinion as to whether the financial statements give a true
and fair view and are properly prepared in accordance with the Companies Act
1985. We also report if, in our opinion, the directors' report is not consistent
with the financial statements, if the company has not kept proper accounting
records, if we have not received all the information and explanations we require
for our audit, or if information specified by law regarding directors'
remuneration and transactions with the company is not disclosed.

We read the directors' report for the above year and consider the implications
for our report if we become aware of any apparent misstatements.

Basis of audit opinion

We conducted our audit in accordance with United Kingdom auditing standards
issued by the Auditing Practices Board. An audit includes examination, on a test
basis, of evidence relevant to the amounts and disclosures in the financial
statements. It also includes an assessment of the significant estimates and
judgements made by the directors in the preparation of the financial statements
and of whether the accounting policies are appropriate to the company's
circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and
explanations which we considered necessary in order to provide us with
sufficient evidence to give reasonable assurance that the financial statements
are free from material misstatement, whether caused by fraud or other
irregularity or error. In forming our opinion, we also evaluated the overall
adequacy of the presentation of information in the financial statements.

Opinion

In our opinion the financial statements give a true and fair view of the state
of the company's affairs as at 31 December 2002 and of its profit for the year
then ended and have been properly prepared in accordance with the Companies Act
1985.

Deloitte & Touche
Chartered Accountants and Registered Auditors
London, England

25 June 2003.

                                     Page 3

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Profit and Loss Account
For the year ended 31 December 2002

                                                           2002          2001
                                               Note    (pound)'000   (pound)'000
                                               ----    -----------   -----------
Interest receivable                              2        98,540       126,294
Interest payable                                 3       (98,540)     (126,296)
                                                         -------      --------

Net interest income                                           --            (2)

Other operating income                                        --           141
Administrative expenses                                       --          (141)
                                                         -------      --------
OPERATING PROFIT / (LOSS) ON ORDINARY
   ACTIVITIES BEFORE TAXATION                    4            --            (2)

Tax on  profit/(loss) on ordinary activities     5             2            --

                                                         -------      --------
PROFIT/(LOSS) ON ORDINARY ACTIVITIES AFTER
   TAXATION AND RETAINED FOR THE YEAR           14             2            (2)
                                                         =======      ========

There are no recognised gains or losses in the year other than the profit for
the year and therefore no statement of total recognised gains and losses is
required.

There is no difference between the profit on ordinary activities before taxation
and the retained profit for the year stated above and their historical cost
equivalents.

All transactions are derived from continuing operations within the United
Kingdom.

                                     Page 4

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Balance Sheet
As at 31 December 2002

<TABLE>
<CAPTION>
                                                                      2002          2001
                                                           Note   (pound)'000   (pound)'000
                                                           ----   -----------   -----------
<S>                                                         <C>   <C>            <C>
FIXED ASSETS
Loans to group undertaking                                  6      2,256,000      2,256,000

CURRENT ASSETS
Debtors                                                     7         20,447         22,764
Cash at bank and in hand                                    8             27             26
                                                                  ----------     ----------
                                                                      20,474         22,790

CREDITORS - amounts falling due within one year             9        (20,399)       (22,717)

                                                                  ----------     ----------
NET CURRENT ASSETS                                                        75             73
                                                                  ----------     ----------

TOTAL ASSETS LESS CURRENT LIABILITIES                              2,256,075      2,256,073

CREDITORS - amounts falling due after more than one year    10    (2,256,000)    (2,256,000)

                                                                  ----------     ----------
NET ASSETS                                                                75             73
                                                                  ==========     ==========

CAPITAL AND RESERVES

Called-up share capital                                     13            50             50
Profit and loss account                                                   25             23
                                                                  ----------     ----------
EQUITY SHAREHOLDERS' FUNDS                                  14            75             73
                                                                  ==========     ==========
</TABLE>

The financial statements on page 4 to 12 were approved by the Board of Directors
on 23 June 2003.

Signed on behalf of the Board of Directors


/s/ Martin McDermott
--------------------

Director.

                                     Page 5

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002

1.   Accounting Policies

     Basis of Accounting

     The financial statements are prepared under the historical cost convention
     and in accordance with applicable United Kingdom law and accounting
     standards. The particular accounting policies adopted are described below.

(1)  Interest receivable is calculated on an accruals basis.
(2)  Loans to group undertakings held as fixed assets are stated at cost less
     provisions for any impairments.
(3)  Transactions are undertaken in derivative financial instruments,
     "derivatives", which include cross currency swaps. Derivatives are entered
     into for the purpose of eliminating risk from potential movements in
     foreign exchange rates inherent in the Company's non-trading assets and
     liabilities. Non-trading assets and liabilities are those intended for use
     on a continuing basis in the activities of the Company. A derivative is
     designated as non-trading where there is an offset between the effects of
     potential movements in market rates of the derivative and the designated
     asset or liability being hedged. Non-trading derivatives are reviewed
     regularly for their effectiveness as hedges. Non-trading derivatives are
     accounted for on an accruals basis, consistent with the asset or liability
     being hedged. Income and expense on non-trading derivatives are recognised
     as they accrue over the life of the instruments as an adjustment to
     interest receivable or payable.
(4)  Interest receivable and payable arising in foreign currencies is translated
     at the average rates of exchange over the accounting year unless it is
     hedged in which case the relevant hedge rate is applied. Assets and
     liabilities denominated in foreign currencies are translated into sterling
     at the contracted hedge rate.
(5)  The Company is a wholly owned subsidiary of Holmes Holdings Limited, a
     Company incorporated in Great Britain. Accordingly the Company is not
     required to produce a cash flow statement as prescribed in paragraph 5 (a)
     of FRS 1 (revised 1996), "Cash flow statements".

2.   Interest Receivable

     Interest receivable derives from loans made to group undertakings (see note
     6).

3.   Interest Payable

     Interest is payable on debt securities in issue (see note 11).

4.   Operating Profit/(Loss) on Ordinary Activities before Taxation

     Operating profit/ (loss) on ordinary activities before taxation is stated
     after charging:

                                                           2002          2001
                                                       (pound)'000   (pound)'000
                                                       -----------   -----------
     Audit fees                                             --            28
                                                           ===           ===

     Administration charges - SPV Management Limited        --            19
                                                           ===           ===

     The Company has no employees (2001: nil). No emoluments were paid to the
     Directors by the Company during the current year (2001:(pound)nil). All
     administrative expenses are paid for, and borne, by Holmes Funding Limited,
     a fellow subsidiary undertaking. Because of this, no expenses are shown in
     the Company.

                                     Page 6

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

5.   Tax on Profit/(Loss) on Ordinary Activities

<TABLE>
<CAPTION>
                                                              2002          2001
                                                          (pound)'000   (pound)'000
                                                          -----------   -----------
<S>                                                            <C>           <C>
     UK corporation tax for the year at 19% (2001: 20%)        --            --
     Adjustments in respect of prior years                      2            --
                                                              ---           ---
                                                                2            --
                                                              ===           ===
</TABLE>

     The tax assessed for the year is lower than the standard rate of
     corporation tax in the UK (30 per cent). The differences are explained
     below:

     The corporation tax charge is made up as follows:

<TABLE>
<CAPTION>
                                                                    2002          2001
                                                                (pound)'000   (pound)'000
                                                                -----------   -----------
<S>                                                                  <C>            <C>
     Profit/(Loss) on ordinary activities before tax                 --             (2)
                                                                    ===            ===

     Profit/(Loss) on ordinary activities multiplied by
        standard rate of corporation tax in the UK of 30%            --             --

     Effects of:
     Benefit of small companies corporation tax rate                 --             --
     Adjustments to tax charge in respect of previous periods         2             --
                                                                    ---            ---
                                                                      2             --
                                                                    ===            ===
</TABLE>

6.   Loans to Group Undertaking

<TABLE>
<CAPTION>
                                                                    2002          2001
                                                                (pound)'000   (pound)'000
                                                                -----------   -----------
<S>                                                                   <C>           <C>
     Repayable:
     In more than one year but not more than five years           1,250,000       600,000
     In more than five years                                      1,006,000     1,656,000
                                                                  ---------     ---------
                                                                  2,256,000     2,256,000
                                                                  =========     =========
</TABLE>

     The loans are all denominated in Sterling and are at variable rates of
     interest, based on LIBOR for three-month sterling deposits.

7.   Debtors

<TABLE>
<CAPTION>
                                                                          2002          2001
                                                                      (pound)'000   (pound)'000
                                                                      -----------   -----------
<S>                                                                     <C>           <C>
     Amounts due from group undertaking                                     81            79
     Called up share capital not paid - due from parent undertaking         37            37
     Accrued interest receivable on loans to group undertaking          20,329        22,648
                                                                        -------       -------
                                                                        20,447        22,764
                                                                        =======       =======
</TABLE>

8.   Cash at Bank and in Hand

     The Company holds deposits at banks which pay interest based on LIBOR.

                                     Page 7

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

9.   Creditors : amounts falling due within one year

                                    2002          2001
                                (pound)'000   (pound)'000
                                -----------   -----------
     Corporation tax                   (1)          11
     Other creditors                   71           58
     Accrued interest payable      20,329       22,648
                                   ------       ------
                                   20,399       22,717
                                   ======       ======

10.  Creditors : amounts falling due after more than one year

                                             2002          2001
                                         (pound)'000   (pound)'000
                                         -----------   -----------

     Debt securities in issue (note 11)   2,256,000     2,256,000
                                          =========     =========

11.  Debt Securities in Issue

                                                           2002          2001
                                                       (pound)'000   (pound)'000
                                                       -----------   -----------
     Series 1 Class A Floating Rate Notes 2005            600,000       600,000
     Series 1 Class B Floating Rate Notes 2040             21,000        21,000
     Series 1 Class C Floating Rate Notes 2040             28,000        28,000
     Series 2 Class A Floating Rate Notes 2007            650,000       650,000
     Series 2 Class B Floating Rate Notes 2040             23,000        23,000
     Series 2 Class C Floating Rate Notes 2040             30,000        30,000
     Series 3 Class A1 Floating Rate Notes 2010           375,000       375,000
     Series 3 Class A2 Floating Rate Notes 2010           200,000       200,000
     Series 3 Class B Floating Rate Notes 2040             24,000        24,000
     Series 3 Class C Floating Rate Notes 2040             30,000        30,000
     Series 4 Class A Fixed/Floating Rate Notes 2013      250,000       250,000
     Series 4 Class B Floating Rate Notes 2040             11,000        11,000
     Series 4 Class C Floating Rate Notes 2040             14,000        14,000
                                                        ---------     ---------
                                                        2,256,000     2,256,000
                                                        =========     =========

     The notes are denominated in the following currencies:

                      2002          2001
                  (pound)'000   (pound)'000
                  -----------   -----------
     Sterling        704,000       704,000
     US Dollars    1,352,000     1,352,000
     Euro            200,000       200,000
                   ---------     ---------
                   2,256,000     2,256,000
                   =========     =========

     Foreign currency notes are converted at the swap rate.

                                     Page 8

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

11.  Debt Securities in Issue (continued)

     All the Class A Notes (irrespective of class) will rank pari passu and
     rateably without any preference or priority except, until enforcement of
     the security for the Notes, as to payments of principal in respect of which
     the Class A1 Notes will rank in priority to the Class A2 Notes and the
     Class A3 Notes, and the Class A2 Notes will rank in priority to the Class
     A3 Notes.

     Payments in respect of the Class B and C Notes will only be made if, and to
     the extent that, there are sufficient funds after paying or providing for
     certain liabilities, including liabilities in respect of the Class A Notes.
     The Class B Notes rank after the Class A Notes in point of security but
     before the Class C Notes.

     Interest is payable on the notes at variable rates based on the three-month
     Sterling and US Dollar LIBOR and three-month EURIBOR, except for the Series
     4 Class A notes, on which interest is paid at a fixed rate until July 2010,
     after which it is paid at variable rates based on the three-month Sterling
     LIBOR.

     The Company's obligations to noteholders, and to other secured creditors,
     are secured under a deed of charge which grants security over all of its
     assets in favour of the security trustee. The principal assets of the
     Company are loans made to Holmes Funding Limited, a group company, whose
     obligations in respect of these loans, are secured under a deed of charge
     which grants security over all of its assets, primarily comprising shares
     in a portfolio of residential mortgage loans, in favour of the security
     trustee. The security trustee holds this security for the benefit of all
     secured creditors of Holmes Funding Limited, including the Company.

     The estimated fair values of the notes, based on the mid-market price on 31
     December, are as follows:

                                                       2002          2001
                                                   (pound)'000   (pound)'000
                                                   -----------   -----------

      Series 1 Class A Floating Rate Notes 2005       558,344       600,042
      Series 1 Class B Floating Rate Notes 2040        19,539        20,997
      Series 1 Class C Floating Rate Notes 2040        25,854        28,006
      Series 2 Class A Floating Rate Notes 2007       605,046       649,697
      Series 2 Class B Floating Rate Notes 2040        21,381        22,921
      Series 2 Class C Floating Rate Notes 2040        27,103        30,007
      Series 3 Class A1 Floating Rate Notes 2010      375,454       375,432
      Series 3 Class A2 Floating Rate Notes 2010      208,490       200,229
      Series 3 Class B Floating Rate Notes 2040        23,999        23,967
      Series 3 Class C Floating Rate Notes 2040        30,125        30,003
      Series 4 Class A Floating Rate Notes 2013       275,425       250,000
      Series 4 Class B Floating Rate Notes 2040        11,018        11,020
      Series 4 Class C Floating Rate Notes 2040        14,063        13,975
                                                    ---------     ---------
                                                    2,195,841     2,256,296
                                                    =========     =========

12.  Financial Instruments

     The Company's policies as regards derivatives and financial instruments are
     set out in the Report of the Directors on page 1 and the accounting
     policies on page 6. The Company does not trade in financial instruments.
     The following disclosures are made in respect of financial instruments.
     Short term debtors and creditors are included in all of the following
     disclosures.

                                     Page 9

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

12 (a) Maturity profile of financial liabilities

<TABLE>
<CAPTION>
                                                           Debt
                                                         securities       Other         Total
                                                          in issue    liabilities   liabilities
     2002                                               (pound)'000   (pound)'000   (pound)'000
     ------------------------------------------------   -----------   -----------   -----------
<S>                                                      <C>            <C>          <C>
     Within one year or less or on demand                       --      20,403          20,403
     More than one year but not more than two years             --          --              --
     More than two years but not more than five years    1,250,000          --       1,250,000
     More than five years                                1,006,000          --       1,006,000
                                                         ---------      ------       ---------
                                                         2,256,000      20,403       2,276,403
                                                         =========      ======       =========
</TABLE>

<TABLE>
<CAPTION>
                                                           Debt
                                                         securities       Other         Total
                                                          in issue    liabilities   liabilities
     2001                                               (pound)'000   (pound)'000   (pound)'000
     ------------------------------------------------   -----------   -----------   -----------
<S>                                                      <C>            <C>          <C>
     Within one year or less or on demand                        -      22,717          22,717
     More than one year but not more than two years              -          --              --
     More than two years but not more than five years      600,000          --         600,000
     More than five years                                1,656,000          --       1,656,000
                                                         ---------      ------       ---------
                                                         2,256,000      22,717       2,278,717
                                                         =========      ======       =========
</TABLE>

     There are no material undrawn committed borrowing facilities.

12 (b) Interest rate profile of financial assets and liabilities

     After taking into account the cross currency swaps entered into by the
     Company, the interest rate profile of the Company's financial assets and
     liabilities was:

                                                                Weighted
                                                                average
                                   Floating     Non-interest   year until
                       Total         rate         bearing       maturity*
     2002           (pound)'000   (pound)'000   (pound)'000      Years
     ------------   -----------   -----------   ------------   ----------
     Assets:
     Sterling        2,276,474     2,256,027       20,447         0.1
                     =========     =========       ======         ===

     Liabilities:
     Sterling        2,276,403     2,256,000       20,403         0.1
                     =========     =========       ======         ===

                                    Page 10

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

12 (b) Interest rate profile of financial assets and liabilities (continued)

                                                                Weighted
                                                                average
                                   Floating     Non-interest   year until
                       Total         rate         bearing       maturity*
     2001           (pound)'000   (pound)'000   (pound)'000      Years
     ------------   -----------   -----------   ------------   ----------

     Assets:
     Sterling        2,278,790     2,256,026       22,764         0.1
                     =========     =========       ======         ====

     Liabilities:
     Sterling        2,278,717     2,256,000       22,717         0.1
                     =========     =========       ======         ====

     * for non-interest bearing assets/liabilities only.

     Benchmark rates for determining interest payments for the floating rate
     assets and liabilities are given in the note to the accounts relevant to
     the financial instrument type.

12 (c) Fair values of financial assets and liabilities

     The fair value of debt securities in issue is disclosed in note 11 to the
     accounts. Fair value disclosures are not provided for loans to group
     undertakings as there is no liquid and active market for such instruments.
     The estimated fair values of other assets and liabilities on the balance
     sheet are not materially different from their carrying amounts.

     The estimated fair value of the cross currency swaps entered into by the
     Company as at 31 December 2002 was a liability of (pound)93,198,999 (asset
     of (pound)32,418,000 at 31 December 2001). The cross currency swaps mature
     between June 2005 and July 2040. The fair value of the instruments will
     largely be recognised after the end of the next financial year.

12 (d) Currency profile

     Taking into account the effect of derivative instruments, the Company did
     not have a material financial exposure to foreign exchange gains or losses
     on monetary assets and monetary liabilities denominated in foreign
     currencies at 31 December 2002.

13.  Share Capital

                                                   2002          2001
                                               (pound)'000   (pound)'000
                                               -----------   -----------
     Authorised:
     50,000 Ordinary shares of (pound)1 each        50            50
                                                   ===           ===

     Allotted and called up:
     50,000 Ordinary shares of (pound)1 each        50            50
                                                   ===           ===

     49,998 ordinary shares are partly paid to 25 pence. 2 subscriber shares are
     fully paid.

                                    Page 11

<PAGE>

HOLMES FINANCING (NO. 1) PLC
(A wholly owned subsidiary of Holmes Holdings Limited)

Notes to the Accounts for the year ended 31 December 2002 (continued)

14.  Reconciliation of Movements in Shareholders' Funds

                                               2002          2001
                                           (pound)'000   (pound)'000
                                           -----------   -----------
     Retained profit/(loss) for the year         2            (2)
     Opening shareholders' funds                73            75
                                               ---           ---
     Closing shareholders' funds                75            73
                                               ===           ===

15.  Capital Commitments and Contingent Liabilities

     There were no outstanding capital commitments or contingent liabilities at
     31 December 2002 (2001 - (pound)nil).

16.  Related Party Transactions

     The Company has taken advantage of the exemption covered by paragraph 3 (c)
     of FRS 8, "Related party disclosures", not to disclose transactions with
     entities that are part of the Holmes Group.

     The group remunerates SPV Management Limited for administration services
     provided to Holmes Financing (No. 5) plc. The total amount paid relating to
     the Company in the period ended 31 December 2002, by the group, was
     (pound)15,000 (2001: (pound)19,000).

17.  Parent and Controlling Party

     The immediate parent of the Company is Holmes Holdings Limited, a company
     registered in England and Wales, which prepares the only accounts into
     which the Company is consolidated. SPV Management Limited, a company
     registered in England and Wales, holds all of the beneficial interest in
     the issued shares of Holmes Holdings Limited on a discretionary trust for
     persons employed as nurses in the United Kingdom and for charitable
     purposes.

     The administration, operations, accounting and financial reporting
     functions of the Company are performed by Abbey National plc, which is
     incorporated in Great Britain.

                                    Page 12