Notes to the Consolidated Financial Statements

for the year ended 31 March 2009

5. DIRECTORS’ EMOLUMENTS AND TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

1. DIVISIONAL ANALYSIS

Analysis of Revenue and Operating Profit
The information provided below deals only with the results of continuing operations. For information on discontinued operations,
see note 4.

Year ended 31 March 2009	Waste Management €’000	Corn based Ethanol €’000	Solar Energy €’000	Wind Energy €’000	Tolling & Other €’000	TOTAL €’000

Group Revenue	439,927	13,954	-	412	31,206	485,499

Operating loss before share of profit/(loss) of equity accounted investees	(18,753)	(3,664)	(35,199)	(9,300)	(7,509)	(74,425)
Share of profit/(loss) of equity accounted investees	1,510	(4,131)	-	-	608	(2,013)

Operating loss before financing costs	(17,243)	(7,795)	(35,199)	(9,300)	(6,901)	(76,438)

Year ended 31 March 2008	Waste Management €’000	Corn based Ethanol €’000	Solar Energy €’000	Wind Energy €’000	Tolling & Other €’000	TOTAL €’000

Group Revenue	361,545	-	-	-	59,851	421,396

Operating loss before share of profit/(loss) of equity accounted investees	26,602	-	-	-	435,573	462,175
Share of profit/(loss) of equity accounted investees	1,080	(962)	-	-	462	580

Operating profit/(loss) before financing costs	27,682	(962)	-	-	436,035	462,755

Analysis of Net Assets

31 March 2009	Waste Management €’000	Corn based Ethanol €’000	Solar Energy €’000	Wind Energy €’000	Tolling & Other €’000	TOTAL €’000

Net assets/(liabilities) before net cash/(borrowings)	573,539	94,956	107,248	108,742	(12,072)	872,413
Net cash/(borrowings)*	(125,696)	-	37,263	12,745	177,112	101,424

Net assets/(liabilities) after net cash/(borrowings)	447,843	94,956	144,511	121,487	165,040	973,837

31 March 2008	Waste Management €’000	Corn based Ethanol €’000	Solar Energy €’000	Wind Energy €’000	Tolling & Other €’000	TOTAL €’000

Net assets/(liabilities) before net cash/(borrowings)	547,519	32,427	-	-	(88,178)	491,768
Net cash/(borrowings)*	(160,245)	-	-	-	757,043	596,798

Net assets/(liabilities) after net cash/(borrowings)	387,274	32,427	-	-	668,865	1,088,566

*	Net cash/(borrowings) represents cash and cash equivalents, restricted cash, bank overdrafts and interest-bearing loans and borrowings and excludes amounts receivable held in escrow.

The Company is not a listed company and, as such, is not required to comply with IAS 14 Segmental Reporting.

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2. STATUTORY AND OTHER INFORMATION

	31 March 2009 €’000	31 March 2008 €’000

Directors’ emoluments
- fees	326	369
- salaries and bonuses	1,643	3,673
- pension contributions	451	3,290
- death & disability plan premia	22	25
- share based payments	4,479	36,905
- other	126	90

	7,047	44,352

Auditor’s remuneration
- audit and audit related	2,306	2,303
- other	1,075	3,887
Depreciation of property, plant and equipment	37,268	70,960
Impairment of property, plant and equipment	500	64,249
Impairment of goodwill	232	875
Impairment of investment property	603	-
Amortisation of intangible assets	19,660	14,099
Impairment of intangible assets	226	5,318
Operating lease rentals
- premises	7,009	5,696
- other, principally plant	6,284	7,375

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3. OTHER OPERATING INCOME

	31 March 2009 €’000	31 March 2008 €’000

Gain on disposal of West-Link concession	-	420,379
Gain on disposal of property, plant and equipment	595	277
Gain on disposal of subsidiary	3,357	-
Gain on part disposal of windfarm	-	2,732
Increase in fair value of windfarm financial asset	-	2,113
Net proceeds on sale of Bent Tree	1,743	-
Amortisation of government grants	70	30
Government grants received	63	-
Release of provisions	1,221	-
Other	(86)	-
Increase in fair value of derivatives	-	6,516

	6,963	432,047

Continuing operations	6,963	420,686
Discontinued operations	-	11,361
	6,963	432,047

During the year ended 31 March 2009, the Group made disposals as follows:

•	On 20 June 2008, the Group sold its Eazypass Limited subsidiary to Easytrip Services Ireland Limited, resulting in a profit on disposal of €3,357,000.
•	In the Wind Capital Ventures LLC Shareholder Agreement of 12 June 2008, it was provided that certain of the principals of Wind Capital Ventures would be assisted in the completion of the sale of their interests in the Bent Tree Wind Farm to Alliant Energy. Certain Wind Capital Ventures employees spent time and incurred costs in finalising this transaction which represented expenses to Wind Capital Ventures for the period. In consideration of these outgoings, the Group was entitled to 10% of the net proceeds from this sale which amounted to US$2.3 million (€1.7 million).
•	Other plant and equipment was disposed of, resulting in a profit of €595,000.

During the year ended 31 March 2008, the Group made disposals as follows:

•

On 14 May 2007, the Group concluded an agreement in respect of the sale of the West-Link toll concession to the National Roads Authority (“NRA”) in return for index linked payments of €50 million per annum from August 2008 to March 2020. Under the terms of this agreement, NTR continued to manage and operate the facility on behalf of the NRA until August 2008.

Subsequent to the completion of this agreement, the Group concluded a transaction to monetise the value of the NRA payment stream for an upfront cash consideration of €488.3 million. A profit after tax of €344.2 million arose on the disposal, being the proceeds of €488.3 million, less the carrying value of the West-Link net assets of €28.0 million, disposal costs of €39.9 million and a deferred corporation tax charge in respect of the future NRA payments amounts amounting to €76.2 million.

•

Airtricity sold 50% of the equity in its Braes of Doune windfarm (Scotland), resulting in a profit of €2,732,000.

•

Other plant and equipment was disposed of, resulting in a profit of €277,000.

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4. DISCONTINUED OPERATIONS

In February 2008, the Group sold its renewable energy subsidiary, Airtricity Holdings Limited (“Airtricity”), to Scottish and Southern Electricity plc.

The Group’s Irish Broadband business was merged with Imagine Communications Group in May 2008 and resulted in the Group acquiring a 19.1% stake in the enlarged Imagine Communications Group.

In the year ended 31 March 2008, the directors decided not to invest further funds in Bioverda’s German biodiesel business, resulting in this business being put into liquidation and a receiver being appointed. The directors also decided to cease Bioverda’s other biofuels development activities in Europe.

Results of Discontinued Operations for the year ended 31 March 2008

	Airtricity €’000	Bioverda - European Biofuels €’000	Irish Broadband €’000	TOTAL €’000

Revenue	188,920	59,143	16,799	264,862
Expenses	(207,474)	(137,917)	(31,012)	(376,403)
Operating loss before share of joint ventures	(18,554)	(78,774)	(14,213)	(111,541)
Share of loss of joint ventures	(2,680)	-	-	(2,680)
Operating loss before financing costs	(21,234)	(78,774)	(14,213)	(114,221)
Net financing costs	(22,454)	(2,766)	(4,627)	(29,847)

Loss before tax	(43,688)	(81,540)	(18,840)	(144,068)
Income tax credit	2,055	1,183	707	3,945
Results from operating activities, net of income tax	(41,633)	(80,357)	(18,133)	(140,123)

Gain on sale of discontinued operations	808,439	-	-	808,439
Tax credit on sale of discontinued operations	4,127	-	-	4,127
Gain on sale of discontinued operations after tax	812,566	-	-	812,566

Profit/(loss) for the year	770,933	(80,357)	(18,133)	672,443

Attributable to:
Equity holders of the parent	535,133	(79,927)	(8,961)	446,245
Minority interest	235,800	(430)	(9,172)	226,198

Profit/(loss) for the year	770,933	(80,357)	(18,133)	672,443

Disposal of Airtricity Holdings Limited
The discontinued profit/(loss) on the disposal of Airtricity Holdings Limited in the prior year is analysed below:

	31 March 2008 €’000

Gain on disposal of Airtricity Holdings Limited	291,229
Gain on disposal of Airtricity North America	521,337
Operating losses of Airtricity Holdings Limited	(41,633)

	770,933

Balance Sheet of Airtricity Holdings Limited at date of disposal

	€’000

Property, plant and equipment (note 11)	619,309
Investment in joint ventures (note 15)	66,542
Non-current financial assets (note 16)	111,990
Deferred tax assets (note 29)	5,661
Trade and other receivables	207,332
Cash and cash equivalents	793,249
Interest bearing loans and borrowings	(689,626)
Deferred income (note 23)	(2,196)
Derivative financial instruments	(9,547)
Deferred tax liabilities (note 29)	(4,724)
Bank overdrafts	(1,057)
Trade and other payables	(154,382)
Current tax payable	(9)
Provisions (note 24)	(12,229)

Net assets and liabilities	930,313

Group’s share of net assets and liabilities disposed of	471,058

Disposal costs	74,390
Profit on disposal of Airtricity Holdings Limited	291,229

Consideration received	836,677
Escrow proceeds*	(58,144)

Consideration settled in cash	778,533

* Presented at 31 March 2008:
Other financial assets (note 16)	55,573
Financial assets (note 19)	474
Foreign exchange translation difference	2,097

Total escrow proceeds	58,144

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5. DIRECTORS’ EMOLUMENTS AND TRANSACTIONS WITH KEY MANAGEMENT PERSONNEL

Directors’ emoluments for the year ended 31 March 2009 were as follows:

							Total Emoluments
	Directors’ Fees €’000	Salary €’000	Bonus €’000	Pension €’000	Death & Disability Premiums €’000	Benefits €’000	31 Mar 2009 €’000	31 Mar 2008 €’000

Executive
J. Barry	-	614	-	153	11	31	809	999
M. King	-	229	425	219	4	67	944	3,502
M. Walsh	-	375	-	79	7	28	489	2,577

Non - executive
T. Roche	100	-	-	-	-	-	100	116
B. Kearney	79	-	-	-	-	-	79	87
C. Nash	69	-	-	-	-	-	69	97
D. Tierney	78	-	-	-	-	-	78	69

Total	326	1,218	425	451	22	126	2,568	7,447

In addition to the above, there were income statement charges in respect of share based awards to Directors of €4,479,000 (2008: €36,905,000).

Directors’ shares and share options are detailed in the Directors’ Report.

Other transactions with Directors
There were no loans outstanding to any director at any time during the year. Details of directors’ interests in share awards and share options are set out on page 42. Other related party transactions between the Group and the Directors, all of which were conducted at arm’s length at normal commercial terms, are set out below.

Related party transactions with Directors
At the Extraordinary General Meeting of the Company (EGM) held on 26 June 2008, shareholders approved the redemption of 17.15% of the issued share capital of the Company at a redemption price of €6.65 per share. Dreamport Limited (a wholly owned subsidiary of Woodford Capital Limited, over which T. Roche and his family have voting control) had its full entitlement redeemed by the Company (13,857,634 ordinary shares).

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