Siteserv plc | Annual Report

Complete site services solutions for the construction, civil engineeringand event sectors.2007

Siteserv plc | Annual Report

siteserv cover d 26/10/2007 10:54

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siteserv cover d 26/10/2007 10:54

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Contents

Group Profile 2 – 3

Chairman’s Statement 4 – 5

Board of Directors 6

Directors and Other Information 7

Company Divisions 8 – 11

Operating and Financial Review 12 – 13

Report of the Directors 14 – 20

Corporate Governance Statement 21 – 22

Statement of Directors’ Responsibilities 23

Report of the Independent Auditors 24 – 25

Accounting Policies 26 – 29

Consolidated Income Statement 30

Consolidated Balance Sheet 31

Company Balance Sheet 32

Consolidated Cash Flow Statement 33

Company Cash Flow Statement 34

Notes to the Financial Statements 35 – 56

Complete site services solutions for the construction, civil engineeringand event sectors.

siteserv inner pages final 30/10/2007 12:35 Page 1

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Group Profile

Siteserv plc | Annual Report 20072

‘Serving the construction, civil engineering and eventsIndustry. We believe Health and Safety is a top priorityin our sectors. We provide the tools and solutions tomeet the Health and Safety needs of our customers’

Siteserv plc is the holding company for a groupoperating in the construction, civil engineeringand events services sectors.

The group aims to achieve above average returnsfor shareholders by operating a diverse range ofcompanies, providing complete solutions to customersin its chosen sectors.

Siteserv currently operates in the Irish market, andhas made a number of key acquisitions over the pasttwelve months. The group comprises of DonohueScaffolding Ltd, Easy Access Ltd, Holgate Fencing(Ireland) Ltd and Rent A Fence Ltd. Another acquisitionwas made after the year end, when the companypurchased Sierra Communications Ltd, as Siteserv continues to diversify its business to offer an everbroader range of services to the construction sector.

The diversity of the group, its customers, range ofactivities, geographical spread and managementteam experience lend itself to availing of opportunitiesin it’s chosen sectors. The acquisitions of Easy AccessLtd and Holgate Fencing (Ireland) Ltd in the secondhalf of the financial year increased the company’spresence in the non-residential sectors. Easy AccessLtd is a leading provider in formwork and access,specialising in the non-residential infrastructuralsectors. Holgate Fencing is a leading provider inmotorway crash barrier and environmental noisebarrier solutions.

Siteserv aims to provide further diversification inits services and customer base in the future. Theacquisition of Sierra Communications Ltd in October2007 is the first major step in this process.Sierra specialises in providing service support primarily to the telecommunications, power andcivil engineering industries.

‘Providing quality products and services to our customers… we make Health and Safety our priority’


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Group Profile

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The group recognises the importance of conductingits businesses in a socially responsible manner. To this end, Siteserv operates policies to protectthe environment and the health and safety of itsemployees and all its customers.

Trading Locations

EnvironmentAll waste is dealt with through appointed contractorswho have proven track records in the provision ofwaste disposal and recycling processes.

Health and SafetySiteserv Plc considers all aspects of the safe welfare ofall its employees, customers and visitors. Health and Safety compliance is overseen by anappointed officer of the company. All productssupplied by Siteserv Plc are inspected, maintainedand tested fit for purpose before use. Group companies actively work to identify and minimisehealth and safety risks, and to ensure compliancewith statutory requirements.

Human ResourcesThe group is committed to offering equal opportunitiesto all individuals in recruitment, career developmentand training regardless of gender, age, ethnic origin,religion, nationality or disability. The contributionand commitment of staff and management is seenas a key component to the success of the group.Training and development, are an important component of the Health and Safety of ouremployees and to the success of the business.Galway

Cork

Dublin


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Chairman’s Statement

Financial Highlights

• Revenue €45m• Operating Profit €7m• Operating Margin 16%• EBITDA €8m

It gives me great pleasure to address the shareholdersin what is the Group’s first annual report as a publiccompany. It has been an exceptionally busy andsuccessful year for the Group, involving the flotationof the business in November 2006 and the completionof three acquisitions in the year under review.

Performance

Revenues for the Group increased twelve fold to€44.9 million from €3.5 million for the nine monthperiod to 30 April 2006. Operating profit increasedto €7.4 million (2006: €0.6 million) representing anoperating margin of 16%. Adjusted earnings per sharegrew to 5.5 cents per share from 0.7 cents in 2006.

Underlying these excellent results has been theimplementation of the Group’s focussed strategy toacquire well managed, strong branded businessessupplying on-site products and services to the construction and events sectors. Through acquisitionthe Group has extended its product / service offeringfrom the hire and sale of temporary fencing to thecontract, hire and sale of scaffolding, the hire andsale of formwork and the supply and installationof crash barriers and noise barriers.

Since the year end the Group has extended its serviceoffering further through the acquisition of SierraCommunications Limited, a company providingservices to the power, telecommunications and civilengineering sectors.

During the year the Group spent €76 million acquiringDonohue Scaffolding Limited (June 2006), HolgateFencing (Ireland) Limited (‘Holgate’) (November 2006)and Easy Access Limited (‘Easy Access’ (December2006). These businesses are in the process of beingintegrated into the overall Group business. Eachof the Group’s business units performed well duringthe year underpinned by a strong economy.

Rent-a-Fence achieved strong top line growthbringing revenues for the year to €6.0 million(2006: €3.5 million) and increased its operatingprofits to €0.8 million (2006: €0.7 million). Thecompany saw its revenue mix move more towardwholesale revenue during the same period.Donohue Scaffolding is the leading specialistprovider of scaffolding and related products tothe Irish market. On a pro-forma basis the companyachieved revenues of €34.7 million for the year upfrom €33.6 million in 2006. The company increasedpro-forma operating profits to €5.5 million for theyear under review (2006: €5.2 million).

The acquisition of Holgate in November 2006 continued the implementation of the Group’sstrategy to acquire companies which are positionedas leaders in their sectors with strong managementteams. Holgate is Ireland’s leading provider of crashbarriers and noise barriers. While the company’spro-forma revenues and operating profit at €11.5million (2006: €12.2 million) and €1.1 million(2006: €1.7 million) were down on the previousyear, performance was impacted by the timing ofthe completion of significant road projects.

Easy Access is a leading provider of formwork tothe Irish Construction sector and during the year itachieved pro-forma revenues of €17.6 million upfrom €16.3 million in 2006. Pro-forma operatingprofits amounted to €4.6 million compared to€4.3 million in 2006.


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Chairman’s Statement

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The acquisition of these three companies contributedto the considerable growth achieved by the Groupfor the year. We look forward to consolidating theirrespective results for a full period in the coming year.

To facilitate these acquisitions the group raised €9million of equity (net of costs) as part of the flotationand issued a further €8.2 million of equity as partconsideration for acquisitions. In addition the grouparranged a debt facility of €49.5 million.

Since the year end the group has been successfulin agreeing an enhanced debt package totalling€115 million to part fund the Sierra acquisitionmentioned above in addition to refinancing existingdebt facilities. This has put the Group in a verystrong financial position to continue its businessdevelopment and focussed acquisition strategy.

Strategy

The Group’s strategy is to continue to target substantial levels of growth in the provision of on-siteservices to the construction and event sectors.Within construction the Group will continue totarget the areas of infrastructure, commercial andresidential development. By way of enhancing thatgrowth the Group will seek to continue to makeacquisitions of companies which have strong positionsin their market with excellent management teams.

People

Primarily through acquisition in the year under reviewemployment in the Group has grown to 207. Uponthe completion of the Sierra acquisition this hasincreased to 421 employees.

I would like to welcome each of them and extendthe thanks of the Board and shareholders for theircommitment and support.

In addition I would like to thank the members of theBoard for their commitment and energy levels inwhat has been a year of significant corporate activity.

Outlook

The market in which we operate as a Group, in general,remains strong. Investment in infrastructure backedby government spending together with commercialand industrial projects all show good growth trends. Our acquisition programme has increased to 65%the level of Group operating profit derived fromthese sectors. As we continue our strategic acquisitionprogramme we expect this percentage to increasefurther.

In addition the acquisition programme has allowedus to increase the Group’s geographic spread ofbusiness in the Irish market where we now havedepots in Cork and Galway in addition to Dublin.

Given an overall favourable outlook, a strong financialposition and strong, committed management team,I look forward to reporting further progress in theyear ahead.

Hugh CooneyChairman


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Brian Harvey

Chief Executive Officer

Brian is the chief executive and a major shareholder ofSiteserv. He has over 15 years general managementexperience in the hire and sale industry both in Irelandas head of sales with an international equipment rentalorganization, CHEP Ireland, and as a senior managerwith Ryder System Inc an equipment leasing and logisticsbusiness based in Miami, Florida, USA. Brian has a BAfrom University College Dublin and a DBS from theSmurfit Business School.

Patrick Jordan

Chief Operations Officer

Patrick is the Chief Operational Officer of Siteserv plc.He has twenty years experience in the scaffolding formworksector. Patrick worked in the UK for BET Plant services asa product manager. He founded Easy Access Ltd in 1992which was subsequently acquired by Siterserv in December2006. He is a shareholder in Siteserv. Patrick holds a B.Commwith UCG and a Master of Business Studies with UCD.

Martin Cole

Director

Martin is a non-executive director of Siteserv and adirector of Boundary Management Limited. He has beeninvolved in fund-raising and mergers and acquisitionsfor the past fifteen years. Prior to joining Boundary hespent three years with Mazars in Dublin as their corporatefinance partner specialising in mergers and acquisitions.Prior to joining Mazars he owned and operated a nichecorporate finance company specialising in fund-raisingfor early stage businesses. Martin has a B.Comm fromUCD and is a fellow of the Institute of CharteredAccountants in Ireland.

Hugh Cooney

Chairman

Hugh has been involved in corporate finance for the lastten years. He is currently head partner of Corporate FinanceDivision with BDO Simpson Xavier. Hugh has previouslyworked for 22 years in corporate restructuring and corporate recovery. He has advised a number of semi-statesincluding Aer Lingus, RTE and CIE in addition to a varietyof international and local private clients. Hugh has alsoworked for Andersen as global corporate finance partnerand managing director of NCB Corporate Finance.

Board of Directors


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Directors and other Information

BOARD OF DIRECTORS

Hugh Cooney (Non-Executive Chairman)Brian Harvey (Chief Executive Officer)Martin Cole (Non-Executive Director)Patrick Jordan (Chief Operating Officer)

SECRETARY AND REGISTERED OFFICE

Martin ColeThe Grange Newcastle LucanCo Dublin

SOLICITOR

Arthur CoxEarlsfort CentreEarlsfort TerraceDublin 2

AUDITORS

MazarsChartered Accountants Harcourt Centre, Block 3Harcourt RoadDublin 2

BANKERS

National Irish Bank Limited3rd Floor, International House3 Harbourmaster PlaceIFSCDublin 1

Anglo Irish Bank Corporation PlcStephen Court18/21 St. Stephens GreenDublin 2


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Company Division

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Easy Access was founded in 1992. It is a leadingsupplier of Formwork and Access to the IrishConstruction Industry. It operates out of threemain depots in Dublin, Galway and Cork.

Easy Access has expanded its product range throughits relationship with Peri formwork, one of the worldslargest manufacturer’s of formwork products.Through its design and customer support services,it provides its customers with a complete formworksolution. This support model allows Easy Access tomeet its customer’s expectations nationwide.

The company also provides systemised solutionstowards height safety in construction, through theCombisafe range of products which are recognisedas one of the leading systems in the market.

Easy Access supplies alloy towers, ladders, temporaryfencing and scaffolding throughout the country.

Easy Access reputation and success has been builton a set of principals that has made it a leadingprovider in its chosen sectors

• Operate the highest standards in health and safety through product range

• Highest quality standards of equipment• Provide exceptional customer service

– ‘on time, all the time’• Flexible and solutions driven approach

‘Providing professional design and safe formwork products…on a hire and sale basis’


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Company Division

Donohue Scaffolding has been serving the Irishconstruction sector for almost 40 years and is amajor supplier in the sale, hire and supply & fit ofscaffolding.

The company is located in Lucan Co. Dublin, fromwhere it services the major building contractors,civil engineering specialists and scaffolding sub-contractors. Every day these customers rely on ourproducts and services to allow their employeesand sub-contractors to work safely and confidentlyat height.

Donohue Scaffolding’s reputation and success hasbeen built on a set of guiding principals that hasmade it first choice supplier to the industry:

• Operate with an uncompromising approach to safety

• Offer the broadest range and highest quality standards of equipment

• Provide exceptional customer service – ‘right product, right time, every time’

• Deliver best value for money• Constantly drive to innovate and advance

industry standards

In addition to its Sale and Hire business, DonohueScaffolding’s Contracts Department works withmany major building contractors on a ‘supply &fit’ basis. Donohue Scaffolding’s experiencedContracts staff and rigorous systems have ensured itsexemplary safety record and its good-standing withinthe industry as a tier-one scaffolding contractor. It is also a founding member and active participantwithin NASAC, the only industry body that is endorsedby the Construction Industry Federation.

Donohue Scaffolding is a standard-bearer withinthe professional scaffolding sector in Ireland. It isa name and a brand that will continue to grow overthe coming years as it works in partnership withits fellow Siteserv companies to provide all-inclusivesite-level services to the construction industry.

‘Hire, sale, supply and fit of scaffolding’

9


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Holgate Fencing (Ire) Limited, was founded in1993 and quickly established itself as the leadingprovider of Vehicle Containment systems andNoise Barrier solutions for the Irish market.

Company Division

10

Operating on a national level, Holgate Fencingdesign, supply and install a wide range of safetyfences and environmental noise barriers. Our relationships with leading international road safetyspecialists and manufacturers, allow us to draw ona unique range of installation techniques anddevelop systems suitable for the requirements ofthe Irish market.

Our reputation has been built on experiencedmanagement, highly skilled site teams and theability to provide cost effective solutions, meetprogramme requirements and maintain the higheststandard of product and installation. With theintroduction of ‘Design and Build’ contracts,Holgate Fencing provides an extensive consultativedesign service to explore value engineering options.

Continual investment in resources allows us toconsistently meet and exceed quality expectations.We are committed to the safety and wellbeing ofour employees and to continuous improvement andtraining at all levels. Strict adherence to integratedsafety policies and procedures are encompassed inHolgate’s Quality Management System, EN ISO9001: 2000.

As government and NRA policy continues to placeincreasing emphasis on road safety and noise mitigation, Holgate Fencing continues to extendits product range and provide design assistance tomeet the ever changing infrastructural environment.

‘Providing safety crash barriers and environmental noise solutions for Ireland’s infrastructure’


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Company Division

11

Rentafence is a leading manufacturer and supplierof temporary fencing systems and related products.We currently help over 2,000 companies to maketheir construction sites safer and more securework locations.

As a dedicated indigenous supplier and the longest-established supplier to the market, Rentafence isuniquely positioned to deliver temporary fencingsolutions at scale and at pace. The company is widelyknown as the ‘one-stop shop’ for all constructionsite demarcation needs, including: temporary fencingpanels; pedestrian barriers; steel hoarding; water-filled traffic barriers and similar traffic managementsolutions as well as a wide range of other constructionsite products.

Apart from its offering to the construction sector,for many years Rentafence has also worked withIreland’s major festival organisers and specialevents companies as a supplier.

Siteserv provided access to a regional network ofdistribution depots has allowed Rentafence to broadenits reach and offer its customers nationwide aneven more responsive and flexible service.

The importance of the ‘site-safety’ agenda continuesto grow and Rentafence looks forward to supportingits customers employ the highest safety standards.

‘Providing site security and Health & Safety fencingproducts to Ireland’s builders and events sectors’

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Operating and Financial Review


1. RESULTS

The directors announce a strong set of results for Siteserv plc for the year ended 30 April 2007.

The financial highlights for the Group set out below for the year ended 30 April 2007 include the resultsfor Donohue Scaffolding Limited, Holgate Fencing (Ireland) Limited and Easy Access Limited from thedate of their respective acquisitions by Siteserv plc. The 2006 comparatives figures are in respect of thenine months ended 30 April 2006. The results set out below are the first set of full year results ofSiteserv plc as a public company. The financial statements have been prepared according to IFRS, asadopted by the EU.

• Revenue of €44.9 million (2006: €3.5 million)• Operating profit of €7.4 million (2006: €0.7 million)• Interest costs of €2.1 million (2006: €0.1 million)• Profit before taxation of €5.3 million (2006: €0.6 million)• Taxation of €0.8 million (2006: €0.1 million)• Profit after taxation of €4.5 million (2006: €0.5 million)• Operating cash flow for the year was €5.5 million (2006: €1.1 million)• Net debt as at 30 April 2007 was €44.2 million (2006: €1.9 million)• Adjusted diluted earnings per share of 5.5 cent (2006:0.7 cent)

2. TRADING REVIEW

Operating profit increased by €6.7 million to €7.4 million in 2007. Like for like operating profit fromorganic business increased by €0.1 million to €0.8 million. The Group completed three acquisitions dur-ing the year. Incremental operating profit from these acquisitions amounted to €6.6 million. The resultsfor the acquisitions are incorporated from the date of their respective acquisition.

Each of the Group’s businesses is very cash generative in its own right. Cash generated from operationsamounted to €7.2 million after investment in working capital representing a significant increase on theprevious period. Free cash increased to €3.6 million from €0.9 million in 2006.

The Group had net debt of €44 million at year end (2006: €2.0 million). The increase in debt was usedto part fund acquisition activity during the year. In addition the Group issued €17 million of equity, netof expenses, as part of its flotation in November 2006 and as part consideration for the Holgate andEasy Access acquisitions.

Shareholders funds increased by €22 million arising from the issue of new equity above together withthe retention of after tax profits of €4.5 million.


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Operating and Financial Review

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3. ACQUISITIONS

The total cash outflow on acquisitions made during the year amounted to €64 million of which €17millionwas financed by the issue of equity with the balance being funded by bank debt. The balance of the grossconsideration on acquisitions was funded through deferred consideration and performance based earn-outpayments amounting to €12 million bringing the total expenditure on acquisitions to €76 million.

4. FINANCIAL PERFORMANCE

Interest cover amounted to a comfortable 3.5 times for 2007. Net borrowings at 30 April 2007 amountedto €44 million (2006: €2.0 million) equivalent to a debt to EBITDA ratio of 3.2 based on pro-forma EBITDAfor the year. Return on average capital employed for the year amounted to a very respectable 17.4%with return on equity amounting to 38.7%.

5. SUMMARY

The Group has achieved an excellent set of results for the year under review and is well positioned forfurther organic and acquisitive growth. The coming year will see the integration and consolidation ofthe companies acquired during the year together with Sierra Communications acquired since the yearend. This will underpin another year of significant growth for the business,


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Report of the Directors


The directors present their annual report on the affairs of the Group, together with audited financialstatements for the year ended 30 April 2007.

1. PRINCIPAL ACTIVITIES AND REVIEW OF BUSINESS

Siteserv plc is a provider of on site products and services to the construction and event management sectors.Products and services currently provided by the Group include scaffolding, fencing, and formwork togetherwith the supply and installation of motorway crash barriers and environmental noise barrier systems.

The subsidiary undertakings contributing to the profits and net assets of the Group in the year are listedin note 9 to the financial statements. A review of operations and financial performance of the Group arecontained in the Chairman’s Statement and Operational and Financial Review.

Change of name

During the year, the company changed its name from Beandie Holdings Limited to Siteserv plc in conjunctionwith its flotation on the Alternative Investment Market in London and the IEX Market in Dublin.

2. RESULTS

Group revenue of €44.9 million was twelve times greater than Group revenue in 2006 of €3.5 million.Gross profit amounted to €16.2 million compared to €1.5 million in 2006. Profit after tax amounted to€4.5 million compared to €0.5 million in 2006. Adjusted diluted earnings per share amounted to 5.5cent up from 0.7 cent in the previous period.

3. ACQUISITIONS

The Group successfully completed three significant acquisitions in the year under review:

• Donohue Scaffolding Limited was acquired in June 2006 for a net cash consideration (after expenses) of €25.7 million. As at 30 April 2007 further deferred consideration of €6.7 million is payable on the achievement of certain future performance based targets. Donohue Scaffolding, founded in 1970, is a well-established business and had net assets of €13.7 million on completion.

• The Group acquired Holgate Fencing (Ireland) Limited in November 2006 for a net cash consideration(after expenses) of €12.8 million and shares in Siteserv plc with a market value of €2.3 million on completion. As at 30 April 2007 acquisition expenses of €0.1 million were payable while additional consideration of up to €5.8 million is payable on the achievement of certain future performance based targets. At completion the company had net assets of €2.7 million.

• In December 2006 the Group acquired Easy Access Limited for a net cash consideration (after expenses) of €16.4 million together with shares in Siteserv plc with a market value of €5.9 million on completion.


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As at 30 April 2007 acquisition expenses of €0.4 million were payable with further deferred consideration of up to €6.0 million payable of which up to €3.0 million is payable in the event of certain performance based targets being achieved. At completion the company had net assets of €8.2 million.

4. RISK AND UNCERTAINTIES

Financial Risk ManagementIn the normal course of business, the Group is exposed to fluctuations in exchange rates, interest rates andchanges to the price of inputs. The risks associated with these fluctuations are managed in accordance withpolicies approved by the board of directors. The board’s policies are implemented by the finance department.

Price RiskThe Group is exposed directly and indirectly to commodity price risk given the nature of its operations.However, the Group does not seek to actively manage this risk in the marketplace through hedging. The Directors will revisit the appropriateness of this policy should the Group’s operations change in size ornature. The Group has no exposure to equity securities’ price risk as it holds no listed or other equity investments.

Foreign Exchange RiskThe Group is exposed to foreign exchange risks in the normal course of business, principally on sales insterling to the UK. The Group’s policy on mitigating the effect of this currency exposure is to hedge aminimum of 50% of forecast sales in sterling on an ongoing basis. The Group adopts hedge accountingin respect of the currency contracts.

Credit RisksThe Group has implemented policies that require the appropriate checks on potential customers beforesales are made.

Liquidity RiskThe Group actively maintains a mix of long-term and short-term debt finance that is designed to ensurethe Group has sufficient available funds for operations and planned expenditure.

Interest RateWith the exception of finance leases and loan notes, all debt is at variable interest rates. The Group hasan interest hedge contract on approximately 50% of the variable interest loans. The Directors will revisitthe appropriateness of this policy should the Group’s operations change in size or nature or should theEuropean Interest rate market become less stable.


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5. CORPORATE RESPONSIBILITY

EnvironmentalThe Group requires all of its operating units to operate in an environmentally responsible manner. The resources and processes that have been put in place are focused on achieving industry best practice standards at all of the Group’s locations. The Group’s environmental policy is to:

1. Comply, at a minimum, with all applicable environmental legislation and develop environmental stewardship towards industry best practice.

2. Ensure that all employees are aware of their environmental responsibilities.3. Optimise the use of energy and resources through efficiency gains and recycling.4. Be good neighbours in every community in which the Group operates.

Health and SafetyThe Group seeks to achieve industry best practice standards of health and safety. This is recognised as a criticalissue for all of the Group’s stakeholders particularly employees and contractors. We have a Group Healthand Safety Officer and each of our trading companies has a manager with assigned responsibility forHealth and Safety. We see Health and Safety as a key driver of our industry providing greater opportunityfor the Group. It is important that we establish ourselves at the forefront of developments in Health andSafety so that it becomes embedded as one our key strengths.

Human ResourcesOverall responsibility for human resources lies with allocated members of the management team. Day to day responsibility for ensuring that the Group’s employment policies are effectively implementedlies with the Managing Director. The Group ensures that the training requirements of staff are cateredfor on an ongoing basis.

6. INTERNATIONAL FINANCIAL REPORTING STANDARDS

This is the Group’s first annual report and consolidated financial statements are prepared in accordancewith IFRS as adopted by the EU and meets the reporting requirements pursuant to Irish company law,and the AIM and IEX listing rules.

7. DIVIDENDS

In accordance with the Group’s dividend policy as set out in the Admission Document issued before itsflotation in November 2006, the Directors do not recommend the payment of a dividend for the yearended 30 April 2007.


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8. EVENTS SINCE THE YEAR END

On 16 October 2007 the Group completed the acquisition of Sierra Communications Limited for a combinedconsideration of €52 million comprising cash and shares on completion together with performancebased earn-out payments payable over a three year period. Sierra Communications Limited is the leadingprovider of utility services to the power, telecommunications and civil engineering sectors in Ireland.

9. FUTURE DEVELOPMENTS

Having delivered a strong set of results for the year under review the Group is poised from a financialand management perspective to continue both its organic and acquisitive growth. The coming year willsee results benefit from a full years consolidation of the performance of the three companies acquiredduring the year. It will also see the completion of the Sierra Communications acquisition which will benefitthe Group for the second half of the coming year. With a favourable outlook ahead in the infrastructural,industrial and commercial construction sectors, ongoing investment in strengthening and improving thebusiness, a strong financial position and a first class team the Board look forward to reporting furthersignificant progress in the year ahead.

10. RESEARCH AND DEVELOPMENT

The Group did not engage in any research and development activities during the year.

11. POLITICAL DONATIONS

The Group made no political donations during the year.

12. DIRECTORS AND SECRETARY

On 24 October 2006, Declan Cassidy resigned as director and secretary and was replaced on the samedate by Bernard McGlade. Hugh Cooney and Martin Cole were appointed to the Board as Chairman andnon-executive director respectively on 24 October 2006. Patrick Jordan was appointed to the Board ofthe company on 21 December 2006. On 11 January 2007, Kevin Gallen was appointed a director to theBoard in addition to being appointed company secretary. On 8 March 2007 Bernard McGlade resignedfrom the Board. On 5 August 2007 Kevin Gallen resigned from the Board. He was replaced as companysecretary by Martin Cole. The directors are required to retire by rotation in accordance with the Articlesof Association.


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13. INTERESTS OF DIRECTOR AND SECRETARY

The directors and secretary who held office at 30 April 2007 had the following interests, including familyinterests, in the share capital of the Group at the beginning and end of the year were as follows:-

At 30 April 2006or date of At 30 April

appointment if later 2007No. No.

“A” Ordinary Shares of €0.0001 eachMr Brian Harvey 318,750 -Mr Hugh Cooney - - Mr Martin Cole - -Mr Patrick Jordan - -Mr Kevin Gallen - -

“B” Ordinary Shares of €0.0001 eachMr Brian Harvey 860,000 -Mr Hugh Cooney - -Mr Martin Cole - -Mr Patrick Jordan - -Mr Kevin Gallen - -

Ordinary Shares of €0.0016 eachMr Brian Harvey - 20,273,566Mr Hugh Cooney - 227,953Mr Martin Cole - 335,906Mr Patrick Jordan - 5,454,545Mr Kevin Gallen - -

14. SHARE OPTION PLAN

The Share Option Scheme was established by a resolution of the board of directors of the Company passedon 2 October 2006 (‘‘Adoption Date’’) for the purpose of incentivising directors, employees, consultantsand contractors of the Company and its subsidiary companies. It is not a scheme approved by the IrishRevenue Commissioners. Subject to the rules of the scheme, the Share Option Scheme is available to allemployees and directors of Siteserv plc and each other Group company, however, the decision as to whoshall have the opportunity to participate and the timing and extent of such participation is, subject tothe rules of the Share Option Scheme, to be made by the board of directors of the Company (or theRemuneration Committee as the case may be) at its absolute discretion.


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15. SHARE OPTION PLAN (continued)

An option granted pursuant to the Share Option Scheme may be exercised in whole or in part duringthe exercise period designated by the board of directors of the Company at the date the relevant optionwas granted. Details of directors’ options are as follows:

Weightedaverage

At exercise price30 April 2006 of options

or date of At 30 April outstanding atappointment Granted Expired Exercised 2007 30 April 2007

Mr Brian Harvey - 1,500,000 - - 1,500,000 €0.35Mr Hugh Cooney - 750,000 - - 750,000 €0.35Mr Martin Cole - 400,000 - - 400,000 €0.35Mr Kevin Gallen - 500,000 - - 500,000 €1.00

- 3,150,000 - - 3,150,000

16. SHARE CAPITAL

Details of the movement in the company’s share capital during the year are outlined in Note 18 to thefinancial statements.

17. SUBSTANTIAL SHAREHOLDINGS

The following table sets forth certain information regarding the beneficial ownership of the ordinaryshares by major shareholders (based solely on information available to the Group in accordance withSection 67 of the Companies Act, 1990) and all the directors and officers of the Group holding morethan 3% of the issued share capital of the company at 22 October 2007:

Number of PercentageName shares ownership

Brian Harvey 20,273,566 18.7%Boundary Capital plc 10,803,117 9.9%Niall McFadden 8,083,043 7.4%Patrick Jordan 5,454,545 5.0%Davycrest Nominees Limited (A/C 0122590) 11,902,257 10.9%Citybank Nominees (Ireland) Limited (A/C CLRUX) 3,654,928 3.3%Barry Herriott 3,615,625 3.3%Deutche Bank Aktrengesellschaft (A/C PROP0001) 3,298,500 3.0%Faido 7,796,610 7.2%


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18. TRANSACTIONS INVOLVING DIRECTORS

Details of transactions involving directors are set out in note 26 to the financial statements.

19. GROUP COMPANIES

The information required by Section 158 of the Companies Act 1963 and Section 16 of the Companies(Amendment) Act 1986 is given in Note 9 to the financial statements.

20. BOOKS AND RECORDS

The directors are responsible for ensuring that proper books and accounting records as outlined in Section202 of the Companies Act 1990 are kept by the company. The Directors have appointed appropriateaccounting personnel in order to ensure that those requirements are complied with. The books andaccounting records of the company are maintained at the company’s registered office.

21. AUDITORS

Mazars, Chartered Accountants, have expressed their willingness to be re-appointed in accordance withSection 160 (2) of the Companies Act 1963.

Directors

H. Cooney B. Harvey

25 October 2007


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Corporate Governance Statement

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The Combined Code on Corporate Governance, published in July 2003 by the Financial Reporting Council,is not mandatory for companies with shares traded on the Alternative Investment Market of the LondonStock Exchange plc (“AIM”). The Board nevertheless recognises the importance of the Principles of GoodCorporate Governance and is committed to maintaining the highest standards of corporate governancecommensurate with the size, stage and development and financial status of the Group.

1. STATEMENT OF COMPLIANCE WITH THE COMBINED CODE

Throughout the year 30 April 2007, the company has been in compliance with the Code provisions setout in section 1 of the code.

2. STATEMENT ABOUT APPLYING THE PRINCIPLES OF THE CODE

The company has applied the principles set out in section 1 of the Code, including both the main principlesand the supporting principles, by complying with the code as reported above. Further explanation of howthe principles and supporting principles have been applied is set out below.

The BoardThe Group is controlled through its board of directors. The Board’s main roles are to create value toshareholders, to provide leadership to the Group, to approve the Group’s strategic objectives and toensure that the necessary financial and other resources are made available to enable them to meetthose objectives.

Specific responsibilities reserved to the Board include: setting Group strategy and approving an annualbudget and medium-term projections; reviewing operational and financial performance; approving majoracquisitions, divestments and capital expenditure; reviewing the Group’s systems of financial control andrisk management; ensuring that appropriate management development and succession plans are in place;approving appointments of directors and Group secretary; approving policies relating to directors’ remunerationand the severance of directors’ contracts; and ensuring that a satisfactory dialogue takes place withshareholders.

The Board has delegated the following responsibilities to the executive management team: the developmentand recommendation of operational plans for consideration by the Board that reflect the longer-termobjectives and priorities established by the Board; implementation of the strategies and policies of theGroup as determined by the Board; monitoring the operating and financial results against plans and budgets;monitoring the quality of the investment process against objectives; prioritising the allocation of capital,technical and human resources; monitoring the composition and terms of reference of divisional managementteams; and developing and implementing risk management systems.


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Corporate Governance Statement


Directors’ Independence and Board BalanceThe Board is comprised of the non-executive Chairman, three executive directors and one non-executivedirector. The directors retire by rotation in accordance with the Articles of Association. The Board considersboth its non-executive directors to be independent in character and judgement.The Board meetings are held at least ten times each year with agendas sent out in advance of eachmeeting. There is a schedule of formal matters reserved for Board approval. All directors have access toadvice from the Group Secretary and independent professional advisors at the Group’s expense.

Board CommitteesThe Board has established an Audit Committee and a Remuneration Committee. These committees havewritten terms of reference.

3. AUDIT COMMITTEE REPORT

The Audit Committee meets at least three times each year. The Audit Committee reviews the accountingprinciples, policies and practices adopted in the preparation of the interim and annual reports, as well asreviewing the scope and performance of the Group’s internal finance function and reviewing the Group’ssystems of financial control and risk management. It also discusses the results and scope of the audit withthe external auditors and reviews the effectiveness and independence of the auditors. The external auditorsattend the Audit Committee meetings. The chief executive and the finance director also attend. Theexternal auditors have the opportunity to meet with the members of the Audit Committee alone atleast once a year.

In the year ended 30 April 2007 the Audit Committee, operating under its terms of reference, dischargedit’s responsibilities by:

• reviewing the Group’s draft 2007 financial statements prior to Board approval and reviewing the external auditors’ detailed reports thereon;

• reviewing the appropriateness of the Group’s accounting policies;• reviewing and approving the 2007 audit fee and reviewing non-audit fees payable to the Group’s

external auditors in 2007; and• reviewing the external auditors’ plan for the audit of the Group’s 2007 accounts, which include key

areas of extended scope work, key risks on the accounts, confirmations of auditor independence and the proposed audit fee, and approving the terms of engagement for the audit.

4. REMUNERATION COMMITTEE REPORT

The Remuneration Committee meets at least twice a year. It comprises two non-executive directors andthe chief executive. Emoluments of executive directors and senior management are determined by theCommittee. In the course of each financial year the Committee determines basic salaries as well as theparameters for any possible bonus payments.


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Statement of Directors’ Responsibilities

23

The directors are responsible for preparing the annual report and the Group and the company financialstatements in accordance with applicable laws and regulations.

Company law requires the directors to prepare Group and company financial statements for each financialyear. Under that law the directors have elected to prepare the Group and company financial statementsin accordance with IFRS as adopted by the EU and applicable law, in the case of the company as appliedin accordance with the Companies Acts 1963 to 2006.

The financial statements are required by law and IFRSs as adopted by the EU to present fairly the financialposition and the performance of the Group and the company; the Companies Act 1963 to 2006 provides inrelation to such financial statements that reference in the relevant part of that Act to financial statementsgiving a true and fair view are references to their achieving a fair presentation. In preparing those financialstatements, the directors are required to:-

- select suitable accounting policies and apply them consistently;

- make judgements and estimates that are reasonable and prudent; and

- prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The directors confirm that they have complied with the above requirements in preparing the financialstatements. The directors are responsible for keeping proper books of account which disclose with reasonable accuracy at any time the financial position of the company and the Group and to enablethem to ensure that the financial statements comply with the Companies Acts 1963 to 2006 and theEuropean Communities (Companies: Group Accounts) Regulations 1992. They are also responsible forsafeguarding the assets of the company and the Group and hence for taking reasonable steps for theprevention and detection of fraud and other irregularities.

Under applicable law the requirements of the listing rules issued by the Irish Stock Exchange Regulationsand the Alternative Investment Market of the London Stock Exchange, the directors are also responsiblefor preparing a Directors’ Report and reports relating to Directors’ remuneration that comply with thatlaw and those requirements.

The directors are responsible for the maintenance and integrity of the corporate and financial informationincluded on the company’s website. Legislation in the Republic of Ireland governing the preparation anddissemination of financial statements may differ from legislation in other jurisdictions.

Directors

H. Cooney B. Harvey

25 October 2007


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Report of the Independent Auditors


To the shareholders of Siteserv plc We have audited the Group and parent company financial statements (“the financial statements”) ofSiteserv plc for the year ended 30 April 2007 which comprise the Group Profit and Loss Account, the GroupBalance Sheet, the Company Balance Sheet, the Group Cash Flow Statement and the related notes.These financial statements have been prepared under the historical cost convention and the accountingpolicies as set out therein.

This report is made solely to the company’s members, as a body, in accordance with Section 193 of theCompanies Act, 1990. Our audit work has been undertaken so that we might state to the company’smembers 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 thecompany and the company’s members as a body, for our audit work, for this report, or for the opinionswe have formed.

Respective responsibilities of directors and auditorsAs described in the Statement of Directors’ Responsibilities, the company’s directors are responsible forpreparing the Annual Report and the Group and parent company financial statements in accordancewith applicable law and International Financial Reporting Standards (IFRSs) as adopted by the EU.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatoryrequirements and International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the Group and parent company financial statements give atrue and fair view in accordance with IFRSs as adopted by the EU and, in the case of the parent companyapplied in accordance with the provisions of the Companies Acts 1963 to 2006, and are properly preparedin accordance with the requirements of the Companies Acts, 1963 to 2006 and Article 4 of the IASRegulation. We also report to you whether, in our opinion: proper books of account have been kept bythe company; whether at the balance sheet date, there exists a financial situation requiring the conveningof an extraordinary general meeting of the company; and whether the information given in the Directors’Report is consistent with the financial statements. In addition, we state whether we have obtained all theinformation and explanations necessary for the purposes of our audit, and whether the parent company’sbalance sheet is in agreement with the books of account.

We also report to you if, in our opinion, any information specified by law or the listing rules of the IrishStock Exchange or Alternative Investment Market regarding directors’ remuneration and directors’transactions is not disclosed and, where practicable, include such information in our report.

We read the other information contained in the Annual Report and consider whether it is consistent withthe audited financial statements. The other information comprises only the Directors’ Report, the Chairman’sStatement, the Operating and Financial Review and the Corporate Governance Statement. We consider theimplications for our report if we become aware of any apparent misstatements or material inconsistencieswith the financial statements. Our responsibilities do not extend to any other information.


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Report of the Independent Auditors

25

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issuedby the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant tothe amounts and disclosures in the financial statements. It also includes an assessment of the significantestimates and judgments made by the directors in the preparation of the financial statements, and ofwhether the accounting policies are appropriate to the Group’s and company’s circumstances, consistentlyapplied and adequately disclosed.

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

OpinionIn our opinion the financial statements: -

• give a true and fair view, in accordance with IFRSs as adopted by the EU, of the state of affairs of theGroup as at 30 April 2007 and of the profit and cash flow of the Group for the year then ended;

• the company financial statements give a true and fair view, in accordance with IFRSs as adopted by the EU as applied in accordance with the provisions of the Companies Acts 1963 to 2006, of the state of the company’s affairs as at 30 April 2007; and

• the financial statements have been properly prepared in accordance with the Companies Acts 1963 to 2006 and Article 4 of the IAS regulation.

We have obtained all the information and explanations which we consider necessary for the purposes ofour audit. In our opinion proper books of account have been kept by the company. The company’s balancesheet is in agreement with the books of account.

In our opinion the information given in the Directors’ Report is consistent with the financial statements.

The net assets of the company, as stated in the company balance sheet are more than half of the amountof its called-up share capital and, in our opinion, on that basis there did not exist at 30 April 2007 a financialsituation which under Section 40 (1) of the Companies (Amendment) Act, 1983 would require the conveningof an extraordinary general meeting of the company.

MazarsChartered Accountants and Registered AuditorsHarcourt CentreBlock 3Harcourt RoadDublin 2

25 October 2007


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Accounting Policies


The principal accounting policies adopted by Siteserv plc and its subsidiaries are as follows:

(a) Basis of PreparationTheses financial statements are the Group’s first consolidated financial statements, and have beenprepared in accordance with the International Financial Reporting Standards (IFRSs) as issued by theInternational Accounting Standards Board (IASB) as adopted by the European Union (herein “EU IFRS”)

The individual financial statements of the company have been prepared in accordance with IFRS asadopted by the EU as applied in accordance the Companies Act 1963 to 2006 which permits a companythat publishes its Group and company financial statements together to take advantage of theexemption in Section 148(8) of the Companies Act 1963 from presenting to its members its companyincome statement and related notes that form part of the approved company financial statements.

The financial information has been prepared in Euro (“€”) rounded to the nearest thousand, beingthe functional currency of the company and its subsidiaries.

These consolidated financial statements have been prepared on the historical cost basis of accounting,except for share based payments which are stated at fair value. The accounting policies have beenapplied consistently by all Group companies.

The preparation of financial statements requires the directors to make estimates and assumptionsthat affect the reported amounts of assets and liabilities as well as disclosure of contingent assetsand liabilities at the date of the financial statements and the reported amounts of revenues andexpenses during the reporting period. Actual outcomes could differ from those estimates.

(b) Basis of ConsolidationThe Group financial information consolidates the financial information of Siteserv plc and its subsidiaries.

Subsidiaries are those entities over which the Group has the power to control the operating andfinancial policy so as to obtain economic benefit from its activities. Subsidiaries are consolidated fromthe date on which control is transferred to the Group and are no longer consolidated from the datethat control ceases. Where necessary, the accounting policies of new subsidiaries have been changedto ensure consistency with the policies adopted by the Group.

Intra-Group balances and any unrealised gains and losses or income and expenses arising from intra-Group transactions are eliminated in preparing the Group financial statements, except to the extentthey provide evidence of impairment.

(c) Business CombinationsThe acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisitionis measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilitiesincurred or assumed, and equity instruments issued by the Group in exchange for control of theacquiree, plus any costs directly attributable to the business combination. The acquiree’s identifiable


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Accounting Policies

27

assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS3 arerecognised at their fair value at the acquisition date.

Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being theexcess of the cost of the business combination over the Group’s interest in the net fair value of theidentifiable assets, liabilities and contingent liabilities recognised. If, after assessment, the Group’sinterest in the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilitiesexceeds the cost of the business combination, the excess is recognised immediately in profit and loss.

(d) Property, Plant and EquipmentProperty, Plant and Equipment are stated at cost less accumulated depreciation.

Depreciation is provided at rates calculated to write off the cost less estimated residual value of eachasset over its expected useful life, as follows:

Leasehold Interest in Buildings 15% reducing balancePlant, Equipment and Machinery 15% reducing balance/15-25% straight line Fixtures & Fittings 15% straight lineMotor Vehicles 20% straight line

(e) GoodwillThe carrying amount of the Group’s goodwill is reviewed at each balance sheet date to determinewhether there is any indication of impairment. An impairment loss is recognised whenever the carryingamount of the goodwill as allocated to individual cash generating units exceeds its recoverable amount.Impairment losses are recognised in the income statement.

Goodwill on acquisitions is initially measured at cost being the excess of the cost of the business combination over the acquirer’s interest in the net fair value of the identifiable assets, liabilities andcontingent liabilities. Following initial recognition, goodwill is measured at cost less any accumulatedimpairment losses. Goodwill carried in the balance sheet is not amortised. Goodwill is reviewed forimpairment annually or more frequently if events or changes in circumstances indicate that the carryingvalue may be impaired.

(f) InventoriesInventories are stated at the lower of cost and net realisable value. Cost is comprised of all expenditureincurred in acquiring the inventories and bringing them to their present location and condition.

(g) Trade and other receivablesTrade receivables are recognised and carried at original invoice amount less allowance for any incurredlosses. An estimate of incurred losses is made when collection of the full amount is no longer probable.Bad debts are written off when identified.


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Accounting Policies


(h) Cash and cash equivalentsCash and cash equivalents include cash in hand, deposits held at call with banks and other short termhighly liquid investments with original maturities of three months or less.

(i) LeasingAssets held under finance leases are capitalised and included with similar owned assets in the balancesheet. Obligations under finance leases are included with liabilities, analysed between amounts fallingdue within one year and amounts due after more than one year. All operating lease rentals are chargedto the income statement in the year in which they arise.

(j) PensionsPension obligations arising under the defined contribution pension plans are recognised as an expensein the income statement as service is received from the relevant employees.

(k) Share based compensationThe Group operates an equity settled, share based compensations plan. The Group has accounted forthe share based compensation plan in accordance with IFRS 2 “Share-based Payment”. The fair valueof the employee services received in exchange for the grant of options is recognised as an expense witha corresponding increase in equity, over the period in which the employees become unconditionallyentitled to the options. The total amount to be expensed over the vesting period is determined usingan appropriate valuation model by reference to the fair value of the options granted, excluding theimpact of any non-market vesting conditions. Non-market vesting conditions are included in assumptionsabout the number of options that are expected to vest. At each balance sheet date, the Group will reviseits estimates of the number of options that are expected to vest. It recognises the impact of the revisionof original estimates, if any, in the income statement, and a corresponding adjustment to equity overthe remaining vesting period.

(l) Income and revenue recognitionRevenue is recognised to the extent that it is probable that the economic benefits will flow to theGroup, that it can be reliably measured and that the significant rewards of ownership of the goodshave passed to the buyer. Revenue comprises the invoiced value of goods and service supplied by theGroup and excludes intercompany sales, trade discounts and value added taxation.

Interest income is accrued on a time basis, by reference to the principal outstanding and at the effectiveinterest rate applicable.

(m)Foreign currency translationThe presentation currency of the Group and the functional currency of the Group is the Euro (€).Transactions in foreign currencies are recorded at the rate of exchange ruling at the date of thetransaction.


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Accounting Policies

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Monetary assets and liabilities expressed in foreign currencies are translated into € at rates ofexchange ruling at the balance sheet date. Non-monetary assets are translated to € at historicalrates. Differences arising on translation are included in the results for the year.

(n) HedgingThe Group uses fair value and cash flow hedges in its treasury activities. Where a derivative financialinstrument meets the criteria for hedge accounting, the effective part of any gain or loss on thederivative financial instrument is recognised as a separate component of equity with the ineffectiveportion being reported in the Income Statement.

(o) Income taxIncome tax comprises current and deferred tax.

Current tax is the expected tax payable on the taxable income for the year using tax rates enacted or substantially enacted at the balance sheet date and any adjustments to tax payable in respect ofprevious years.

Deferred tax is provided in full, using the liability method, on temporary differences arising betweenthe tax bases on assets and liabilities and their carrying amounts in the financial statements except tothe extent that temporary differences arising on goodwill not deductible for tax purposes or the initialrecognition of assets or liabilities that affect neither accounting or taxable profits. Deferred tax assetsare recognised to the extent that it is probable that future taxable profits will be available against whichthe temporary differences can be utilised.

(p) Segment reportingA segment is a distinguishable component of the Group that is engaged either in providing productsor services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from thoseof other segments. The Group has adopted different business segments as its primary reporting segment.


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Consolidated Income Statement

Nine month Year ended period ended

30 April 2007 30 April 2006Notes €’000 €’000

Revenue 2 44,911 3,532

Cost of sales <28,664> <1,984>

Gross profit 16,247 1,548

Administration expenses <8,875> <899>

Operating profit 3 7,372 649

Investment revenue 19 -Interest expense 6 <2,089> <82>

Profit before taxation for the year/period 3 5,302 567

Income tax expense 7 <776> <60>

Profit after taxation attributable to ordinary shareholders 4,526 507

Earnings per ordinary share Basic earnings per ordinary share 8 5.3c 0.7cFully diluted earnings per ordinary share 5.2c 0.7c

Adjusted earnings per ordinary shareAdjusted basic earnings per ordinary share 5.6c 0.7cAdjusted fully diluted earnings per ordinary share 5.5c 0.7c

Directors

H. Cooney B. Harvey


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Consolidated Balance Sheet

31

30 April 2007 30 April 2006Notes €’000 €’000

ASSETSNon-current assetsGoodwill 10 53,629 1,784Property, plant and equipment 11 2,718 289

Total non-current assets 56,347 2,073

Current assetsInventories 12 16,274 867Trade and other receivables 13 20,865 1,348Current tax receivable 84 -Cash and cash equivalents 13 - 84Derivatives and other financial instruments 17 536 -

Total current assets 37,759 2,299

TOTAL ASSETS 94,106 4,372

EQUITYEquity share capital 18 161 -Share premium account 20 18,242 1,188Capital redemption reserve 19 - -Share based payment reserve 21 160 -Retained earnings 22 4,749 223

Total equity 23,312 1,411

LIABILITIESNon-current liabilitiesInterest bearing loans and borrowings 14 28,484 1,704Deferred consideration 10 9,099 -

Total non-current liabilities 37,583 1,704

Current liabilitiesTrade and other payables 15 13,982 916Current tax liabilities - 55Interest bearing loans and borrowings 14 15,672 286Deferred consideration 10 3,000 -Derivatives and other financial instruments 17 557 -

Total current liabilities 33,211 1,257

TOTAL LIABILITIES 70,794 2,961

TOTAL EQUITY AND LIABILITIES 94,106 4,372

Directors

H. Cooney B. Harvey


Global Reports LLC

Company Balance Sheet


30 April 30 April2007 2006

Notes €’000 €’000

ASSETSNon-current assetsInvestments in subsidiaries 9 82,554 3,927

Current assetsTrade and other receivables 13 533 35

Total current assets 533 35

TOTAL ASSETS 83,087 3,962

EQUITYEquity share capital 18 161 -Share premium account 20 18,242 1,188Capital redemption reserve 19 - -Share based payment reserve 21 160 -Retained earnings 22 <325> 3

EQUITY 18,238 1,191

LIABILITIESNon-current liabilitiesInterest bearing loans and borrowings 14 27,783 1,704Deferred consideration 10 9,099 -

Total non-current liabilities 36,882 1,704

Current liabilitiesTrade and other payables 15 16,984 783Interest bearing loans and borrowings 14 7,983 284Deferred consideration 10 3,000 -

Total current liabilities 27,967 1,067

TOTAL LIABILITIES 64,849 2,771

TOTAL EQUITY AND LIABILITIES 83,087 3,962

Directors

H. Cooney B. Harvey


Global Reports LLC

Consolidated Cash Flow Statement

33

Year ended Nine month period 30 April ended 30 April

2007 2006Notes €’000 €’000

Cash flows from operating activitiesProfit before tax 5,302 567Depreciation of property, plant and equipment 546 51Share based payment cost 160 -Interest received <19> -Interest expense 2,089 82

Operating cash flows before movement in working capital 8,078 700

Movement in inventories <2,069> <63>Movement in receivables 1,031 149Movement in payables 198 334

Cash generated from operations 7,238 1,120

Income taxes paid <1,692> <43>

Net cash from operating activities 5,546 1,077

Investing activitiesInterest received 19 -Interest paid <1,755> <82>Purchases of property, plant and equipment <185> <56>Proceeds from sale of equipment - 8

Net cash used in investing activities <1,921> <130>

Acquisitions Acquisitions of subsidiaries 10 <54,880> -

Financing activitiesIssue/<redemption> of shares 9,005 <934>Finance lease payment <1,303> <12>Net bank loan advance 43,469 -Bank loan repayments - <113>

Net cash from/<used in> financing activities 51,171 <1,059>

Net decrease in cash and cash equivalents <84> <112>Cash and cash equivalents at beginning of period 84 196

Cash and cash equivalents at end of period - 84

Directors

H. Cooney B. Harvey


Global Reports LLC

Company Cash Flow Statement


Year ended Nine month period 30 April ended 30 April

2007 2006Notes €’000 €’000

Cash flows from operating activities<Loss>/profit before tax <327> 937Share based payment cost 160 -Interest received <19> -Dividends received <1,701> -Interest expense 1,676 82

Operating cash flows before movement in working capital <211> 1,019

Movement in receivables <1,281> 7Movement in payables 16,427 102

Cash generated from operations 14,935 1,128

Income taxes paid - -

Net cash from operating activities 14,935 1,128

Investing activitiesInterest received 19 -Dividends received 1,701 -Interest paid <1,341> <82>

Net cash used in investing activities 379 <82>

Acquisitions Acquisitions of subsidiaries 10 <58,096> -

Financing activitiesIssue/<redemption> of shares 9,005 <934>Net bank loan advance 33,777 -Bank loan repayments - <112>

Net cash from/<used in> financing activities 42,782 <1,046>

Net decrease in cash and cash equivalents - -Cash and cash equivalents at beginning of period - -

Cash and cash equivalents at end of period - -

Directors

H. Cooney B. Harvey


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Notes to the Financial Statements

35

1. GENERAL INFORMATION

Siteserv plc is a company incorporated in the Republic of Ireland under the Companies Acts 1963 to 2006and the European Communities (Companies: Group Accounts) Regulations 1992. The nature of the Group’soperations and its principal activities are set out in the directors’ report and in the operation andfinancial review on pages 7 to 8. The financial information has been prepared under InternationalFinancial Reporting Standards (IFRS) and the Group’s accounting policies.

The financial information has been prepared under International Financial Reporting Standards (IFRS)and the Group’s accounting policies. Prior period numbers have been restated where necessary forcomparative purposes.

IFRS applied by the Company and Group in the preparation of these financial statements are thosethat were effective at 30 April 2007. The following provides a brief outline of the likely impact onfuture financial statements of relevant IFRS adopted by the EU which are not yet effective and havenot been early adopted in these financial statements:

• Amendment to IAS 1 Capital disclosures: This amendment will require additional disclosures regarding the capital structure of the Company and Group;

• IFRS 7 Financial Instruments: Disclosures: This standard updates and extends the existing disclosurerequirements of IAS 32 and will require significant additional disclosures relating to risk managementpolicies and processes;

• IFRS 8 Operating Segments, which is effective for annual periods beginning on or after 1 January 2009,sets out the requirements for disclosure of financial and descriptive information about an entity’s operating segments in the Group financial statements, its products and services, the geographical areas in which it operates, and its major customers and will replace IAS 14 Segment Reporting;

• IFRIC Interpretation 8 Scope of IFRS 2 (effective date: financial year beginning 1st January 2007);• IFRIC Interpretation 9 Reassessment of Embedded Derivatives (effective date: financial year beginning

1st January 2007);• IFRIC Interpretation 10 Interim Financial Reporting and Impairment (effective date: financial year

beginning 1st January 2007);• IFRIC 11 IFRS 2 - Group and Treasury Share Transactions, which is effective for annual periods

beginning on or after 1 March 2007, addresses how share-based payment arrangements that affect more than one company in a Group are accounted for in each company’s financial statements and is not expected to have an impact on the Group’s or Company’s accounts; and

• IFRIC 12 Service Concession Arrangements will be effective for annual periods beginning on or after 1 January 2008, addresses how service concession operators should apply existing International Financial Reporting Standards (IFRS) and is not expected to have an impact on the Group’s or Company’s accounts.


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2. SEGMENTAL ANALYSIS

The Group’s primary reporting format is by operating company as the Group’s management and internalreporting are currently structured in this manner. The Group’s activity is conducted solely within Ireland.Segmental information about these companies is presented below.

Revenue Class of Year ended Nine month periodBusiness 30 April 2007 ended 30 April 2006

€’000 €’000

Rent-a-Fence Fencing 6,064 3,532Donohue Scaffolding Scaffolding 29,293 -Holgate Fencing Motorway crash

/noise barriers 4,751 -Easy Access Formwork 5,677 -Internal Revenue <874> -

44,911 3,532

Operating Profit Class of Year ended Nine month periodBusiness 30 April 2007 ended 30 April 2006

€’000 €’000

Rent-a-Fence Fencing 768 649Donohue Scaffolding Scaffolding 5,274 -Holgate Fencing Motorway crash

/noise barriers 429 -Easy Access Formwork 1,677 -Internal revenue <776> -

7,372 649

Investment revenue 19 -

Interest expense <2,089> <82>

Profit before tax 5,302 567

Income tax expense <776> <60>

Profit after tax 4,526 507


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2. SEGMENTAL ANALYSIS (continued)

Other information Donohue Holgate EasyRent-a-Fence Scaffolding Fencing Access Consolidate

€’000 €’000 €’000 €’000 €’000

Capital additions 4 74 16 94 188Depreciation and amortisation 46 287 113 100 546

Balance sheetASSETSSegment assets (i) 4,428 36,931 18,715 33,778 93,852Unallocated corporate assets 254

Consolidated total assets 94,106

LIABILITIESSegment liabilities <1,273> <13,932> <3,293> <8,366> <26,864> Unallocated corporate liabilities <43,930>

Consolidated total liabilities <70,794>

(i) Segment assets include goodwill in respect of each segment.

The balance sheet at 30 April 2006 reflects the results of Rent-a-Fence Limited only as all other segmentswere acquired during the year.

3. OPERATING PROFIT

Year ended Nine month period

30 April 2007 ended 30 April 2006

€’000 €’000

Operating profit for the period has been arrived at after charging/<crediting>:

Depreciation of property, plant and equipment 546 49Operating lease rentals 138 -Auditors’ remuneration

– Audit services 125 15– Other services 14 -

In addition to the other services fees expensed in the Group Income Statement, €140k (2006: €nil) inrespect of professional services arising from the IPO were paid to the auditors and has been offsetagainst the share premium on acquisition. Prior to the IPO, €150k (2006: €nil) relating to professionalservices arising from acquisitions was also paid to the auditors and has been included in the fair value ofpurchase consideration of business combinations in the year.


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4. STAFF COSTS

Year ended Nine month period

30 April 2007 ended 30 April 2006

€’000 €’000

Wages and salaries 5,922 402Social welfare costs 544 35Pension costs 136 2Share based compensation expense 160 -

Total employee costs 6,762 439

The average number of persons employed by the Group during the period (including directors) was: -

No. No.

General and Administration 51 8

Operations 156 8

207 16

5. REMUNERATION OF KEY MANAGEMENT PERSONNEL

Year ended Nine month period30 April 2007 ended 30 April 2006

€’000 €’000

Wages, salaries and bonuses 639 91Share based expense 92 -

Total costs 731 91

No. No.

Number of share options granted during the period 3,600,000 -

Number of share options outstanding at the period end 3,600,000 -


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5. REMUNERATION OF KEY MANAGEMENT PERSONNEL (continued)

Salary Bonus Pension Benefit in Total Total

Executive Kind 2007 2006

Mr Brian Harvey 178 175 - - 353 91Mr Bernard McGlade 75 - - - 75 -Mr Patrick Jordan 70 - - - 70 -Mr Kevin Gallen 48 - - - 48 -

371 175 - - 546 91

Salary Bonus Pension Benefit in Total TotalNon -executive Kind 2007 2006

Mr Hugh Cooney 25 - - - 25 -Mr Declan Cassidy 45 - - - 45 -Mr Martin Cole 23 - - - 23 -

93 - - - 93 -

Grand total 464 175 - - 639 91

Patrick Jordan was appointed during the year. Declan Cassidy and Bernard McGlade resigned during theyear and Kevin Gallen resigned subsequent to the year end.

6. INTEREST EXPENSE


€’000 €’000

Interest payable on bank loans and overdrafts 1,773 82Discount on deferred consideration 264 -Interest on obligations on finance leases 52 -

2,089 82


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7. INCOME TAX EXPENSE


€’000 €’000

Current tax 776 60Deferred taxation - -

Total taxation 776 60

Irish corporation tax is calculated at 12.5% of the taxable profit for the year (2006: 12.5%). A reconciliationsetting forth the difference between the expected income tax of the Group and the actual income taxcharges is as follows:


€’000 €’000

Expected income tax, computed byapplying the Irish statutory tax rate to the profit 663 71

Tax effects of:Excess of capital allowances and financelease payments over depreciation - 3Expenses not deductible for tax purposes 108 <13>Manufacturing relief <6> <6>Share option costs 20 -Management fee <9> -Adjustments in respect of prior periods - 5

Effective income tax expense 776 60


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8. EARNINGS PER ORDINARY SHARE


€’000 €’000

Earnings

Profit after taxation attributable to ordinary shareholders 4,526 507Discount on deferred consideration (i) 264 -

Adjusted profit after taxation attributableto ordinary shareholders 4,790 507

Number of shares

Weighted average number of ordinary sharesin issue during the period 85,436,000 73,690,000Dilutive effect of outstanding share options 1,558,000 -

Diluted weighted average number of ordinaryshares 86,994,000 73,690,000

Earnings per ordinary share

Earnings per ordinary share (ii) 5.3 cent 0.7 centFully diluted earnings per ordinary share (iii) 5.2 cent 0.7 cent

Adjusted earnings per ordinary share

Adjusted earnings per ordinary share (iv) 5.6 cent 0.7 centAdjusted fully diluted earnings per ordinary share (v) 5.5 cent 0.7 cent

(i) The discount arises on the discounting of the deferred consideration payable in connection with the acquisition of subsidiaries made during the year.

(ii) Earnings per ordinary share are calculated by dividing the profit after tax attributable to ordinary shareholders by the weighted average number of ordinary shares in issue during the period.

(iii)Diluted earnings per ordinary share are calculated by dividing the profit after tax attributable to ordinary shareholders by the diluted weighted average number of ordinary shares.

(iv)Adjusted earnings per ordinary share is calculated by dividing the adjusted profit after tax attributableto ordinary shareholders by the weighted average number of ordinary shares in issue during the period.

(v) Adjusted diluted earnings per ordinary share are calculated by dividing the adjusted profit after tax attributable to ordinary shareholders by the diluted weighted average number of ordinary shares.


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9. INVESTMENT IN SUBSIDIARIES

Group Company Group Company

30 April 2007 30 April 2007 30 April 2006 30 April 2006€’000 €’000 €’000 €’000

Shares in Group companies (unlisted) - 82,554 - 3,927

The company’s subsidiaries are as follows:-

Name of Company Holding Principal Activity Registered

Rent-a-Fence Limited 100% Fencing IrelandCill Dara Animal Enclosures Limited 100% Dormant IrelandDonohue Scaffolding Limited 100% Scaffolding IrelandHolgate (Ireland) Fencing Limited 100% Motorway crash/noise barriers IrelandEasy Access Limited 100% Formwork IrelandKDL Scaffolding Limited 100% Dormant Northern Ireland

10. GOODWILL

30 April 30 April2007 2006

€’000 €’000

CostAt beginning of period 1,784 1,784Additions on acquisitions made during the period 51,845 -

At end of period 53,629 1,784

During the year, the company acquired 100% of the issued share capital of the following companies;

Company name Date of acquisition Principal activity

Donohue Scaffolding Limited 15 June 2006 Providers of scaffolding equipment

Holgate Fencing (Ireland) Limited 30 November 2006 Providers of motorway crash/noise barriers

Easy Access Limited 21 December 2006 Providers of formwork


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10. GOODWILL (continued)

HolgateDonohue Fencing Easy

Scaffolding (Ireland) AccessLimited Limited Limited Total

€’000 €’000 €’000 €’000

Fixed assets 1,033 1,171 583 2,787Inventory 6,182 1,380 5,774 13,336Trade debtors 13,258 1,969 5,866 21,093Trade creditors <6,500> <1,755> <4,609> <12,864>Corporation tax <283> <79> <424> <786>

Net assets 13,690 2,686 7,190 23,566

Goodwill 18,239 12,474 21,132 51,845

Total acquired 31,929 15,160 28,322 75,411

Satisfied by:

Cash consideration 23,314 11,915 20,000 55,229Expenses of acquisition 1,483 694 690 2,867Net <cash>/debt acquired 924 195 <4,335> <3,216>

Net cash outflow 25,721 12,804 16,355 54,880

Deferred consideration 6,208 - 5,627 11,835Deferred expenses of acquisition - 91 395 486Equity consideration - 2,265 5,945 8,210

31,929 15,160 28,322 75,411


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The goodwill of €18.2m paid on the acquisition of Donohue Scaffolding Limited, allowed the Group toachieve a significant market share within the residential construction sector in Ireland, a large stock ofinventory together with access to a large and loyal customer base. The acquisition also provided thecompany with the ability to relocate its fencing business to the Donohue site in Lucan.

The goodwill of €12.5m paid on the acquisition of Holgate Fencing (Ireland) Limited, a company 100%focused on the motorway and road infrastructure sector, provided the Group with the scope to diversifyinto what is a significant and growing sector.

The goodwill of €21.1m paid on the acquisition of Easy Access Limited provides the Group with access toone leading suppliers of formwork and distributors of Peri products in the Republic of Ireland and theability to leverage off Easy Access’s distribution networks in Dublin, Galway and Cork.

Details of operating results from date of acquisition included in the results of the Group are availableon note 2. If the acquisitions had been completed on the first day of the financial year, Group revenues forthe period would have been €68,523,000 and Group profit attributable to equity shareholders wouldhave been €7,125,000.

Deferred consideration

In accordance with IFRS3, the fair value of the deferred cash component of consideration is to be determined by discounting the amount payable to its present value at the date of acquisition. The directors determined that the appropriate discount rate was 3.75%.

30 April 30 April2007 2006

€’000 €’000

Present value of deferred consideration 11,835 -Discount on present value amount (note 6) 264 -

12,099 -

Amounts due within one year 3,000 -

Amounts due after one year 9,099 -


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Company name Number of shares Published price atdate of acquisition

Holgate Fencing (Ireland) Limited 2,727,273 shares €0.83 cent per share Easy Access Limited 5,454,545 shares €1.09 cent per share

11. PROPERTY, PLANT AND EQUIPMENT

Leasehold Plant & Fixtures & MotorBuildings Equipment Fittings Vehicles Total

€’000 €’000 €’000 €’000 €’000

CostAt 30 April 2006 132 133 51 233 549Arising on acquisitions 195 1,918 394 2,665 5,172Additions - 76 32 80 188Disposals - - - <33> <33>

At 30 April 2007 327 2,127 477 2,945 5,876

Accumulated DepreciationAt 30 April 2006 56 53 22 129 260Arising on acquisitions 2 850 241 1,292 2,385Charge for the year 14 140 45 347 546Disposals - - - <33> <33>

At 30 April 2007 72 1,043 308 1,735 3,158

Net Book AmountAt 30 April 2007 255 1,084 169 1,210 2,718

At 30 April 2006 76 80 29 104 289

Included above are assets held under finance lease and hire purchase contracts with a net book value at30 April 2007 of €738,000 (2006: €19,000). Depreciation on lease assets for the year was €122,000(2006: €5,000).


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12. INVENTORIES

Group Group30 April 2007 30 April 2006

€’000 €’000

Finished goods 16,274 867

The estimated replacement cost of stocks is not considered to be materially different from the amountsstated above.

13. TRADE AND OTHER RECEIVABLES

Group Company Group Company30 April 2007 30 April 2007 30 April 2006 30 April 2006

€’000 €’000 €’000 €’000

Trade and other receivables

Trade debtors 20,162 - 1,274 -Value added taxation - 250 - -Related party balances (Note 26) - 273 - -Prepayments and other debtors 703 10 74 35

20,865 533 1,348 35

Allowance of €1,115,000 (2006: €9,000) has been made for estimated irrecoverable costs from the saleof goods. This allowance has been determined by reference to past default experience. The directorsconsider that the carrying amount of trade and other receivables approximates their fair value.

Cash and cash equivalents

Cash and cash equivalents - - 84 -

Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an originalmaturity of three months or less. The carrying amount of these assets approximates their fair value.

Credit risk

The Group’s principal financial assets are bank balances and cash, and trade and other receivables.

The Group’s credit risk is primarily attributable to its trade receivables. The amounts presented in thebalance sheet are net of allowances for doubtful receivables. An allowance for impairment is madewhere there is an identified loss event which, based on previous experience, is evidence of a reductionin the recoverability of the cash flows.

The credit risk on liquid funds and derivative financial investments is limited because the counterpartiesare banks with high credit-ratings assigned by international credit-rating agencies. The Group has nosignificant concentration of credit risk, with exposure spread over a large number of counterparties andcustomers.


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14. BANK OVERDRAFTS AND LOANS


€’000 €’000 €’000 €’000

Non-current liabilities

Bank loans 27,783 27,783 1,704 1,704Finance lease creditor 701 - - -

28,484 27,783 1,704 1,704

Current liabilities

Bank overdrafts 6,929 3,112 - -Bank loans 4,871 4,871 284 284Invoice discounting facilities 3,325 - - -Finance lease creditor 547 - 2 -

15,672 7,983 286 284

30 April 2007 30 April 2006€’000 €’000

The maturity profile of the Group bank loans at the end of the period was as follows: -

In one year or less or on demand 4,871 284In more than one year but not less than two years 4,880 394In more than two years but not more than five years 14,640 1,307In more than five years 8,263 3

32,654 1,988

The weighted average interest rates paid were as follows:

30 April 2007 30 April 2006% %

Bank overdrafts 5.75 -

Bank loans 5.69 4.12

Bank loans of €12.1 million (2006: €NIL) were arranged at fixed interest rates and expose the Group tofair value interest rate risk. Other borrowings are arranged at floating rates, thus exposing the Group tocash flow interest rate risk.


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14. BANK OVERDRAFTS AND LOANS (continued)

30 April 2007 30 April 2006€’000 €’000

Bank overdrafts / invoice discounting 10,254 -

Bank loans 32,974 1,988

The other principal features of the Group’s borrowing are as follows:

Facility Amount Drawdown Term RepaymentsDate

Overdraft 5,000,000 various 30 April 2007 RevolvingTerm loan 19,000,000 14 June 2006 7 years MonthlyTerm loan 6,000,000 30 November 2006 7 years MonthlyTerm loan 10,600,000 21 December 2006 7 years MonthlyStand by loan 2,000,000 Undrawn 5 years UndrawnInvoice financing 7,200,000 14 June 2007 Annual review RevolvingC&E Guarantee 300,000 - Annual review RevolvingLetters of credit 300,000 - Annual review RevolvingInvoice financing 1,100,000 14 June 2007 Annual review RevolvingLetter of credit 500,000 - Annual review RevolvingInvoice financing 4,000,000 Undrawn Annual review RevolvingBridging loan 4,000,000 27 April 2007 30 April 2007 Bullet payment by

drawdown of otherspecific loans

The above facilities are secured as follows:

• Composite cross guarantees between Siteserv plc and all of its subsidiary companies in favour of the bank;• A Keyman life insurance policy over the life of Brian Harvey for €5,000,000;• A floating charge over the assets of Siteserv plc and all of its subsidiary companies.


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15. OTHER FINANCIAL LIABILITIES


€’000 €’000 €’000 €’000

Trade creditors 9,491 - 687 -Accruals 3,290 1,025 107 -Related party balances (note 26) - 15,959 - 783PAYE/PRSI 260 - 12 -Value added taxation 941 - 110 -

13,982 16,984 916 783

16. OBLIGATIONS UNDER FINANCE LEASES

Minimum Present value of lease payments minimum payments

30 April 2007 30 April 2007 30 April 2006 30 April 2006€’000 €’000 €’000 €’000

Amounts payable under finance leases

Within one year 594 - 547 -In the second to fifth years inclusive 743 - 701 -After five years - - - -

1,337 - 1,248 -

Less future finance charges <89> -

Present value of lease obligations 1,248 -

Less amount due for settlement within 12 months (shown under current liabilities) 547 -

Amount due for settlement after 12 months 701 -

It is the Group’s policy to lease certain of its fixtures and equipment under finance leases. The average lease term is3–5 years. For the year ended 30 April 2007, the average effective borrowing rate was 7.1% (2006: nil %). Interestrates are fixed at the contract date. All leases are on fixed repayment basis and no arrangements have been enteredinto for contingent payments. The fair value of the Group’s lease obligations approximates their carrying amount.The Group’s obligation under finance leases are secured by the lessors’ rights over the leased assets.


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17. DERIVATIVES AND OTHER FINANCIAL INSTRUMENTS

Forward foreign exchange contracts

The Group utilises forward foreign exchange contracts to hedge significant future transactions and cash flows. Atthe balance sheet date, total amount of outstanding forward foreign exchange contracts that the Group has com-mitted are as below:-


€’000 €’000 €’000 €’000

Forward foreign exchange contracts:

Assets 536 - - -

Liabilities 557 - - -

The forward contracts are entered into to settle purchases made in foreign currencies. All forward contracts are marked to market at the balance sheet date.

18. EQUITY SHARE CAPITAL

30 April 2007 30 April 2006€’000 €’000

Authorised

500,000,000 “A” Ordinary Shares of €0.0001 each - 50500,000,000 “B” Ordinary Shares of €0.0001 each - 506,250,000,000 ordinary shares of €0.0016 each 10,000 -

Issued and fully paid up € €

318,750 “A” ordinary shares of €0.0001 each - 32860,000 “B” ordinary shares of €0.0001 each - 127Redemption of “B” ordinary shares - <42>Transfer from share premium 117,757 -27,181,818 Ordinary shares of €0.0016 each 43,490 -

161,247 117

Rounded to nearest thousand 161 -


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18. EQUITY SHARE CAPITAL (continued)

a) On 1 May 2006, the issued share capital of the company was €117,875 divided into 318,750 “A” ordinary shares of €0.0001 each and 860,000 “B” ordinary shares of €0.0001 each.

b) On 2 October 2006 the authorised share capital of the company was increased from €100,000 to €10,100,000 by the creation of 100,000,000,000 new ordinary shares of €0.0001 each.

c) On 2 October 2006 all of the issued shares of the company, being the (a) 318,750 “A” Ordinary Shares and (b) 860,000 “B” ordinary shares were converted into and re-designated as ordinary shares of €0.0001 each.

d) Immediately following the conversion and re-designation at (iii) above, all of the authorised but unissued “A” ordinary shares and “B” ordinary shares in the capital of the company were cancelled and accordingly the authorisedshare capital of the company was reduced by €100,000 from €10,100,000 to €10,000,000.

e) On 2 October 2006, the sum of €117,757.125 being part of the amount then standing to the credit of Siteserv’s share premium account was capitalised and applied, on behalf of the holder of the ordinary shares, in paying up in full 1,177,571,250 unissued ordinary shares of €0.001 each in Siteserv, and such shares were allotted and issuedcredited as fully paid up.

f) On 2 October 2006 all 100,000,000 of the ordinary shares of €0.0001 each in the capital of Siteserv, both issued and unissued, were consolidated and divided into 6,250,000,000 ordinary shares of €0.0016 each, with the result that the issued share capital of the company was 73,671,875 ordinary shares of €0.0016 each and the authorised share capital of the company was €10,000,000 divided into 6,250,000,000 ordinary shares of €0.0016 each.

g) On 15 November 2006 the company floated on the Alternative Investment Market in London and the IEX marketin Dublin. It issued 19,000,000 ordinary shares of €0.0016 each at €0.55 per ordinary share raising equity before issuing expenses of €10.45 million.

h) On 30 November 2006, as part of the acquisition of Holgate Fencing (Ireland) Limited the company issued 2,727,273ordinary shares of €0.0016 each. The market value of these shares on the date of issue was €2,265,000.

i) On 21 December 2006, as part of the acquisition of Easy Access Limited the company issued 5,454,545 ordinary shares of €0.0016 each. The market value of these shares on the date of issue was €5,945,000.

19.CAPTIAL REDEMPTION RESERVE

30 April 2007 30 April 2006€ €

415,000 “B” ordinary shares of €0.0001 each redeemed during the period, - 42

At end of year/period - 42

Rounded to the nearest thousands - -

During 2006, the company repurchased 415,000 “B” ordinary shares of €0.0001 each for a total consideration of€933,750.


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20. SHARE PREMIUM ACCOUNT

30 April 2007 30 April 2006€’000 €’000

At beginning of year/period 1,188 1,188Share premium arising on share issues 18,617 -Share issue expenses <1,445> -Transfer to equity share capital <118> -

At end of year/period 18,242 1,188

21. SHARE BASED PAYMENT RESERVE

30 April 2007 30 April 2006€’000 €’000

At beginning of year/period - -Charge for the year/period 160 -

At end of year/period 160 -

The charge for the year reported in the Group income statement has been calculated by applying the Black-Scholesoption-pricing model.

Equity-settled share option scheme

The company has a share option scheme for employees of the Group. Options are exercisable at a price equal to theaverage quoted market price of the Company’s shares on the date of grant. The vesting period is 4 years. If theoptions remain unexercised after a period of 7 years from the date of grant, the options expire. Options are forfeitedif the employee leaves the Group before the options vest.

Details of the share options outstanding during the year are as follows.

2007 2006Weighted Weighted

average averageNumber of exercise price Number of exercise price

share options cent share options cent

Outstanding at beginning of period - - - -Granted during the period 5,480,000 48 - -Forfeited during the period <150,000> 35 - -Exercised during the period - - - -Expired during the period - - - -

Outstanding at the end of the period 5,330,000 49 - -

Exercisable at the end of the period - - - -


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21. SHARE BASED PAYMENT RESERVE (continued)

During the year the company created an equity settled share based compensation scheme. The options outstandingat 30 April 2007 had a weighted average exercise price of 49 cent, and a weighted average remaining contractuallife of 7 years. In 2007, options were granted on various dates as follows –

Date granted Number of options granted

2 October 2006 4,240,00015 November 2006 90,00030 November 2006 250,00019 December 2006 200,00021 December 2006 200,0002 January 2007 500,000

The aggregate of the estimated fair values of the options granted on those dates is €883,000.

The inputs into the Black-Scholes model are as follows:

30 April 2007 30 April 2006€’000 €’000

Weighted average share price 100 cents -Weighted average exercise price 96 cents -Expected volatility 30% -

Expected life 5 years -Risk free rate 3.7 – 3.9% pa -

Expected volatility was determined by reference to the volatility of the shares of the companies in the same sector.The expected life used in the model has been adjusted, based on management’s best estimate, for the effects ofnon-transferability, exercise restrictions, and behavioural restrictions.

The Group recognised total expenses of €160,000 (2006: Nil) related to equity-settled share-based payment transactionsin 2007.


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22. RETAINED EARNINGS


€’000 €’000 €’000 €’000

At beginning of year/period 223 3 650 -Redemption of ‘B’ ordinary shares - - <934> -Retained profit/<loss> for the year/period 4,526 <328> 507 3

At end of year/period 4,749 <325> 223 3

23. STATEMENT OF CHANGES IN EQUITY

30 April 2007 30 April 2006€’000 €’000

At beginning of year/period 1,411 1,838Total recognised income and expense for the year/period 4,526 507Issue of shares 43 -Share premium arising on issue of shares 17,172 -Share based payment reserve 160 -Redemption of “B” Ordinary Shares - <934>

At end of year/period 23,312 1,411

24. RECONCILIATION OF NET CASH FLOW TO MOVMENT IN NET DEBT

30 April 2007 30 April 2006€’000 €’000

Decrease in cash in the year/period <84> <112>Cash movement from <increase> / decreasein debt and lease financing <42,166> 125

Change in net debt resulting from cash flows <42,250> 13

Net debt at beginning of year/period <1,906> <1,919>

Net debt at end of year/period <44,156> <1,906


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25. ANALYSIS OF CHANGES IN NET DEBT

Cash Bank Finance Totalin hand borrowings leases

€ € € €

At 30 April 2006 84 <1,988> <2> <1,906>Cashflow <84> <40,920> <1,246> <42,250>

At 30 April 2007 - <42,908> <1,248> <44,156>

26. RELATED PARTY BALANCES

Transactions between the company and its subsidiaries, which are related parties, have been eliminated on consolidationand are not disclosed in this note.

Sales of goods to related parties were made at the Group’s cost plus 5 per cent. Purchases were made at marketprice discounted to reflect the quantity of goods purchased and the relationships between the parties.

The amounts outstanding are unsecured and will be settled in cash. No guarantees have been given or received. No provisions have been made for doubtful debts in respect of the amounts owed by related parties.

During the year the Group paid fees of €450,000 to Even Flow Limited in respect of professional services relating toacquisitions (2006: €27,000). Declan Cassidy a former director of the Group is a director of Even Flow Limited.

During the year an amount of €45,000 was paid to BDO Simpson Xavier in respect of professional services performed.Hugh Cooney, a director of the Group is also a partner in BDO Simpson Xavier. The fee amount was negotiated atarm’s length and there were no amounts outstanding at the balance sheet date.

Remuneration of key management personnel

The remuneration of the directors, who are the key management personnel of the Group, is set out below in aggregatefor each of the categories specified in IAS 24 Related Party Disclosures. Further information about the remunerationof individual directors is provided in the Remuneration of Key Management Personnel note 5 on pages 38 and 39.

30 April 2007 30 April 2006€’000 €’000

Short-term employee benefits 639 91Share-based payment - -

639 91


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27. COMMITMENTS

At the balance sheet date, the Group had outstanding commitments for future minimum operating lease paymentswhich fall due as follows:

30 April 2007 30 April 2006€’000 €’000

Less than one year 403 -Between one and five years 1,251 -After five years - -

1,654 -

Minimum lease payment under operating leases recognisedas an expense during the period 138 -

Operating lease payments represent rentals payable by the Group for certain of its office properties.

28. PRIOR YEAR AMOUNTS

In order to improve the presentation and disclosure in these financial statements, certain prior year figures and disclosureshave been restated or have been reclassified under different headings

29. APPROVAL OF FINANCIAL STATEMENTS

The financial statements were approved by the Board of Directors on 25 October 2007.


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