Company Registration No.

30568 (Eire)

M & J WALLACE LIMITED

ABRIDGED FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2008

eRO ~

CARLOW ~

16 JUN 2009

RECEIVED

!Vi & J WALLACE LIMITED

CONTENTS

Page

Auditors' report to the directors on the abridged financial statements

Special auditors' report to be annexed to the annual return

2-4

Copy of directors' report submitted with the shareholders' financial statements

5

Profit and loss account

6

Balance sheet

7

Notes 10 the abridged financial statements

8 - 15

M & J WALLACE LIMITED

AUDITORS' REPORT TO THE DIRECTORS OF M & J WALLACE LIMITED PURSUANT TO SECTION 18(4) OF THE COMPANIES (AMENDMENT) ACT, 1986

We have examined:

(i) the abridged financial statements for the year ended 31 August 2008 on pages 6 to 15 which the directors of M & J Wallace Limited propose to annex to the annual return of the company: and

(ii) the financial statements to be laid before the Annual General Meeting, which form the basis for those abridged financial statements.

Respective responsibilities of directors and auditors

It is your responsibility to prepare the abridged financial statements. It is our responsibility to form an independent opinion on those abridged financial statements and to report our opinion to you.

Basis of opinion

The scope of our work for the purpose of this report was limited to confirming that the directors are entitled to annex abridged financial statements to the annual return and that those abridged financial statements have been properly prepared pursuant to Section 10 to 12 of the Companies (Amendment) Act, 1986, from the financial statements to be laid before the annual general meeting_ The scope of our work for the purpose of this report does not include examining or dealing with events after the date of our report on the shareholder financial statements,

Opinion

In our opinion the directors are entitled under Section 18 of the Companies (Amendment) Act, 1986 to annex abridged financial statements for the year ended 31 August 2008 to the annual return of the company, and the abridged financial statements on pages 6 to 15 have been properly prepared pursuant to Sections 10 to 12 of that Act.

Sheil Kinnear

22 April 2009

Chartered Accountants Registered Auditor

Sinnottstown Business Park Drinagh

Wexford

Ni & J WALLACE LIMITED

AUDITORS' REPORT TO THE DIRECTORS OF M & J WALLACE LIMITED PURSUANT TO SECTION 18(3) OF THE COMPANIES (AMENDMENT) ACT, 1986

On 22 April 2009 we reported, as auditors of M & J Wallace Limited. to the directors of the company on the copy of the abridged financial statements for the year ended 31 August 2008 on pages 6 to 15 and our report was as follows:

'We have examined:

(I) the abridged financial statements for the year ended 31 August 2008 on pages 5 to 15 which the directors of M & J Wallace Limited propose to annex to the annual return of the company; and

(ii) the financial statements to be laid before the Annual General Meeting, which form the basis for those abridged financial statements.

Respective responsibilities of directors and auditors

It is your responsibility to prepare the abridged financial statements. It is our responsibility to form an independent opinion on those abridged financial statements and to report our opinion to you.

Basis of opinion

The scope of our work for the purpose of this report was limited to confirming that the directors are entitled to annex abridged financial statements to the annual return and that those abridged financial statements have been properly prepared pursuant to Section 10 to 12 of the Companies (Amendment) Act. 1986, from the financial statements to be laid before the annual general meeting. The scope of our work for the purpose of this report does not include examining or dealing with events after the date of our report 0 n the shareholder financial statements.

Opinion

In our opinion the directors are entitled under Section 18 of the Companies (Amendment) Act, 1986 to annex abridged financial statements for the year ended 31 August 2008 to the annual return of the company, and the abridged financial statements on pages 6 to 15 have been properly prepared pursuant to Sections 10 to 12 of that Act."

Other information

On 22 April 2009 we reported, as auditors of M & J Wallace Limited, to the members on the company's financial statements for the year ended 31 August 2008 to be laid before its annual general meeting, and our report was as follows:

'We have audited the financial statements of M & J Wallace Limited for the year ended 31 August 2008 set out on pages 4 to 14. These financial statements have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditors

As described in the Statement of Directors' Responsibilities on page 1 the company's directors are responsible for the preparation of the financial statements in accordance with applicable law and the accounting standards issued by the Accounting Standards Board and published by the Institute of Chartered Accountants in Ireland (Generally Accepted Accounting Practice in Ireland).

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

This report is made solely to the company's members. as a body, in accordance with Section 193 of the Companies Act. 1990. Our audit work has been undertaken so that we might state to tlie company'S members those matters we are required to state to them in an auditors' report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the company and the company's members as a body. for our audit work. for this report, or for the opinions we have formed.

We report to you our opinion as to whether the financial statements give a true and fair view. in accordance with Generally Accepted Accounting Practice in Ireland. and are properly prepared in accordance with the Companies Acts, 1963 to 2006. We also report to you whether in our opinion: proper books of account have been kept by the company; whether. at the balance sheet date. there exists a financial situation requiring the convening of 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 the information and explanations necessary for the purposes of our audit, and whether the company's balance sheet and its profit and loss account are in agreement with the books of account

We also report to you if. in our opinion. any information specified by law regarding the directors' remuneration and transactions is not disclosed and. where practicable. include such information in our report

We read the directors' report and consider the implications for our report if we become aware of any apparent misstatements within it

M & J WALLACE LIMITED

AUDITORS' REPORT TO THE DIRECTORS OF M & J WALLACE LIMITED (CONTINUED)

PURSUANT TO SECTION 18(3) OF THE COMPANIES (AMENDMENT) ACT, 1986

Basis of opinion

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

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

Basis of opinion - fundamental uncertainty Going concern

In forming our opinion. we have considered the adequacy of the disclosures made in note 1.8 of the financial statements concerning the uncertainty as to the continuation and renewal of the company's banking facilities. In view of the Significance of this uncertainty we consider that it should be drawn to your attention but our opinion is not qualified in this respect.

Opinion

In our opinion the financial statements give a true and fair view of the state of the company's affairs as at 31 August 2008 and of its loss for the year then ended and have been properly prepared in accordance with the Companies Acts 1963 to 2006.

We have obtained all the information and explanations we consider necessary for the purposes of our audit. In our opinion, proper books of account have been kept by the company. The financial statements are 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 balance sheet. are more than half of the amount of its called up share capital and, in our opmion, on that baSIS there did not exist at 31 August 200B a financial situation which. under section 40(1) of the Companies (Amendment) Act 19B3. would require the convenrng of an extraordinary general meeting of the company.

Sheil Kinnear

22 April 2009

Chartered Accountants Registered Auditor

Sinnottstown Business Park

Drinagh Wexford

This is to certify that this is a true copy of the auditors' report in respect of M & J Wallace Limited.

Sasha Wallace Director

Date: 22 April 2009

Michael Wallace Secretary

Date: 22 April 2009

M & J WALLACE LIMITED

DIRECTORS' REPORT SUBMITTED WITH SHAREHOLDERS' FINANCIAL STATEMENTS

FOR THE YEAR ENDED 31 AUGUST 2008

The directors present their report and financial statements for the year ended 31 August 2008.

Principal activities and review of the business

The principal activity of the company continued to be that of Construction and Civil Engineering mainly in the Greater Dublin area.

Results and dividends

The results for the year are set out on page 6.

Directors

The following directors have held office since 1 September 2007:

Michael Wallace Sasha Wallace

Directors' interests

The directors' beneficial interests in the shares of the company were as stated below:

Ordinary Shares of €1.269738 each 31 August 2008 1 September 2007

Michael Wallace 100 100

Sasha Wallace

Auditors

In accordance with the Companies Act 1963. section 160(2), Sheil Kinnear continue in office as auditors of the company.

Directors'responsibilities

The directors are responsible for preparing the financial statements in accordance with applicable law and Generally Accepted Accounting Practice in Ireland including the accoununq standards issued by the Accounting Standards Board and promulgated by the Institute of Chartered Accountants in Ireland.

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the company and of the profit or loss of the company for that period. In preparing those financial statements, the directors are required to:

- select suitable accounting policies and then apply them consistently;

- make judgements and estimates that are reasonable and prudent;

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

company will continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the financial position of the company and to enable them to ensure that the financial statements comply with the Companies Acts 1963 to 2006. They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities

By order of the board

Sash a Wallace Director

22 April 2009

~ ~ M.ichael w~laAe. n A r I\n

. DIrector IV{ l<:.Jl U~

!Vi & J WALLACE LIMITED
PROFIT AND LOSS ACCOUNT
FOR THE YEAR ENDED 31 AUGUST 2008
2008 2007
Notes € €
Gross profit 768,208 2,966,991
Administrative expenses (883,933) (830,867)
Operating (Ioss)/profit 3 (115,725) 2,136,124
Interest payable and similar charges 4 (2,618,694) (1,707,904)
(Loss)/profit on ordinary activities
before taxation (2,734.419) 428,220
Tax on (Ioss)/profit on ordinary activities 5 60,665 (60,665)
(Loss)/profit for the year 14 (2,673,754) 367,555 The profit and loss account has been prepared on the basis that all operations are continuing operations.

There are no recognised gains and losses other than those passing through the profit and loss account.

We have relied on specified exemptions contained in sections 11 and 12 of the Companies (Amendment) Act, 1986 on the grounds that the company is entitled to the benefit of those exemptions as a medium company.

Approved by the board and authorised for issue on 22 April 2009

Sasha Wallace Director

Michael Wallace Director

- I:: _

!Vi & J WALLACE LIMITED

BALANCE SHEET

AS AT 31 AUGUST 2008

2008 2007
Notes € € € €
Fixed assets
Tangible assets 6 and 7 24.722,911 23,499,708
Cu rrent assets
Stocks 8 34,560,126 31,648.696
Debtors 9 731,627 551.260
35,291,753 32,199,956
Creditors: amounts falling due within
one year 10 (15,712,069) (4,565,629)
Net current assets 19.579,684 27,634,327
Total assets less current liabilities 44.302,595 51,134,035
Creditors: amounts falling due after
more than one year 11 (30,764,376) (32,797,161)
13,538,219 18,336,874 Capital and reserves
Called up share capital 13 127 127
Revaluation reserve 14 12,102.177 14,227,078
Profit and loss account 14 1,435,915 4,109,669
Shareholders' funds 15 13,538.219 18,336,874 On 22 April 2009. we prepared the abridged financial statements and have relied on specified exemptions contained in sections 11 and 12 of the Companies (Amendment) Act 1986 on the grounds that the company is entitled to the benefit of those exemptions as a medium company.

Approved by the board and authorised for issue on 22 April 2009

~~ MI'J?~

Sasha Wallace Director

Michael Wallace Director

7_

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS FOR THE YEAR ENDED 31 AUGUST 2008

Accounting policies

1.1 Accounting convention

The financial statements are prepared under the historical cost convention modified to include the revaluation of freehold land and buildings.

1.2 Turnover

Turnover represents amounts receivable for goods and services net of VAT and trade discounts.

1.3 Tangible fixed assets and depreciation

Tangible fixed assets other than freehold land and buildings are stated at cost or valuation less depreciation. Depreciation is provided at rates calculated to write off the cost or valuation less estimated residual value of each asset over its expected useful life, as follows:

Land and buildings Freehold Plant and machinery

Office equipment

Motor vehicles

NIL

12.5% Straight Line 10.0% Straight Line 20.0% Straight Line

1.4 Leasing and hire purchase commitments

Assets obtained under hire purchase contracts and finance leases are capitalised as tangible assets and depreciated over the shorter of the lease term and their useful lives. Obligations under such agreements are included in creditors net of the finance charge allocated to future periods. The finance element of the rental payment is charged to the profit and loss account so as to produce a constant periodic rate of charge on the net obligation outstanding in each period.

1.5 Stock and work in progress

Work in progress is valued at the lower of cost and net realisable value.

1.6 Deferred taxation

Deferred taxation is provided at appropriate rates on all timing differences using the liability method only to the extent that. in the opinion of the directors. there is a reasonable probability that a liability or asset will crystallise in the foreseeable future.

1.7 Going Concern

To date not all of the company's bankers have confirmed their continuing financial support.As a result there is uncertainty as to the company's ability to continue as a going concern.After considering this uncertainty the directors have a reasonable expectation that the company will continue in operational existence for the foreseeable future.For this reason they continue to adopt the going concern basis in preparing the accounts.

o

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

2 Turnover

The total turnover of the company for the year has been derived from its principal activity wholly undertaken in the Republic of Ireland.

3 Operating (Ioss)/profit 2008 2007
€ €
Operating (Ioss)/profil is slated after charging:
Depreciation of tangible assets 177,677 151,127
Auditors' remuneration and secretarial 8,225 6,000
4 Interest payable 2008 2007
€ €
On bank loans and overdrafts 2,582,403 1,676,914
Lease finance charges and hire purchase interest 35,341 17,396
On overdue tax 950 13,594
2,618,694 1,707,904 5 Taxation

Corporation tax

(60,665)

60,665

Current tax charge

(60,665)

60,665

!\Ii & J WALLACE LIMITED
NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED)
FOR THE YEAR ENDED 31 AUGUST 2008
6 Tangible fixed assets
Land and Plant and Office Motor Total
buildings machinery equipment vehicles
Freehold
€ € € € €
Cost or valuation
At 1 September 2007 2.760,993 961,305 43,282 580,990 4.346,570
Additions 169,999 169,999
Revaluation (1,012,115) - (1.012,115)
Disposals (41,984) (41,984)
At 31 August 2008 1,748,878 961,305 43,282 709,005 3,462,470
Depreciation
At 1 September 2007 529,016 43,282 445,009 1,017,307
On disposals (41,984) (41,984)
Charge for the year 95,732 81,945 177,677
At 31 August 2008 624,748 43,282 484,970 1,153,000
Net book value
At 31 August 2008 1.748,878 336,557 224,035 2.309,470
At 31 August 2007 2.760,993 432,289 135,980 3,329,262 7 Tangible fixed assets
Investment
properties
€
Cost or valuation
At 1 September 2007 20,170,446
Additions 3,427,819
Revaluation (1,184,824)
At 31 August 2008 22,413,441 8 Work in progress

2008 €

2007 €

Work in progress

34,560,126 31,648,696

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

9 Debtors

2008 €

2007 €

Trade debtors Corporation tax Other debtors

Prepayments and accrued income

49,629 60,665 590,173 31,160

500,456 50,804

731,627

551,260

10 Creditors: amounts falling due within one year

2008 2007
€ €
12,391,137 1,884,710
264,889 181,781
2,166,473 1,434,360
11,290 2,721
185,539 105,745
692,741 956,312
15,712,069 4,565,629 Bank loans and overdrafts

Net obligations under finance lease and hire purchase contracts Trade creditors

Directors current accounts Other creditors

Accruals and deferred income

Included in other creditors are amounts relating to taxation, as follows:

Corporation tax 15,755
VAT. control account 76,263
PAY.E. control account 75,115 42,067
Relevant Contract's Tax 34,161 47,923
185,539 105,745 ••

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

11 Creditors: amounts falling due after more than one year

Bank loans

Net obligations under finance leases and hire purchase agreements

2008 2007
€ €
30.376,545 32,557,081
387,831 240,080
30,764,376 32,797,161 Analysis of loans

Wholly repayable within five years Included in current liabilities

42,478,403 (12,101,858)

34,226.894 (1,669.813)

30,376,545 32.557,081

12 Pension and other post-retirement benefit commitments
Defined contribution
2008 2007
€ €
Contributions payable by the company for the year 67,338 86,816
13 Share capital 2008 2007
€ €
Authorised
50,000 Ordinary Shares of €1.269738 each 63,487 63,487
Allotted, called up and fully paid
100 Ordinary Shares of €1.269738 each 127 127 - 12 -

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

14 Statement of movements on reserves

Balance at 1 September 2007 Loss for the year

Reva!uation during the year

Revaluation Profit and
reserve loss
account
€ €
14,227,079 4,109,669
(2,673,754)
(2.124,902)
12,102,177 1,435,915
2008 2007
€ €
(2,673,754) 367,555
(2,124,902) 4,995,445
(4,798,656) 5,363,000
18,336.874 12,973,874
13,538,219 18.336,874
2008 2007
€ €
289,605 148,141 Balance at 31 August 2008

15 Reconciliation of movements in shareholders' funds

(Loss)fProfit for the financial year Other recognised gains and losses

Net (depletion in)faddition to shareholders' funds Opening shareholders' funds

Closing shareholders funds

16 Directors' emoluments

Remuneration

_ n-

M & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

17 Employees

Number of employees

The average monthly number of employees (including directors) during the

year was:
2008 2007
Number Number
Construction 50 50
Administration 2 2
52 52 Employment costs 2008 2007
€ €
Wages and salaries 2,454,689 2,602,109
Other pension costs 67,338 86,816
2,522,027 2,688,925 18 Related party transactions

1.1

IV! & J WALLACE LIMITED

NOTES TO THE ABRIDGED FINANCIAL STATEMENTS (CONTINUED) FOR THE YEAR ENDED 31 AUGUST 2008

19 Revaluation reserve

On the 2 December 2004 the Fixed Asset properties and Investment Properties at Ormond Quay were valued as at 31 August 2004,

Domhnaill O'Sullian (BSc (SURV), MRICS, ASCS, and Associate Director of Hamilton Osbourne King property consultants) and Hooke & MacDonald (Auctioneers & Valuers) did the valuations,

The valuations were as follows.-

Fixed Assets Properties €2, 562,115

Investment Properties €8,644,824

On the 10 May 2005 a valuation on the additional Investment Property of Office Block at 25 Great Strand Street was completed by McNally Handy & Partners, The valuation was €1 ,350,000,

In 2008 all of the Investment Property's and Fixed Assets Properties were revaluled this brought a reduction in the revaluation reserve of €2,214,902,Of that €1 ,012,115 related to Fixed Asset properties and €1 ,202,787 related to the Investment Properties,

20 Approval of financial statements

The directors approved the financial statements on the 22 April 2009.