Final Results

RNS Number : 4393H

OPG Power Ventures plc

20 June 2013

OPG Power Ventures plc

("OPG" or the "Company")

Preliminary results for the year ended 31^st March 2013

Transformational growth

OPG Power Ventures PLC, the developer and operator of power generation plants, announces its results for the year ended 31^st March 2013.

Financial Highlights

· Revenue up by 46% to £56m (2012: £38m)*

· Underlying rupee revenues up by 63% to Rs4.8bn (2012: Rs2.95bn)

· EBITDA up to £17.7m from £11.3m and EBITDA margin up to 32% from 29% in 2012*

· PBT (pre-exceptional items) up by 50% to £13.23m (2012: £8.84m)*

· EPS up to 2.48 pence from 0.08 pence in 2012*

· Average tariff realized up by 13% to Rs5.58/kWh from Rs4.93 in 2012*

· £95m invested in projects

· Cash and cash equivalents of £22.9m and gearing of 37%

*excluding legacy assets no longer consolidated from December 2011

Operational Highlights

· Generating capacity more than doubled

· Chennai I and II delivered 932m units of electricity, up 44% from 2012

· 77 MW Chennai I and 77 MW Chennai II maintained average PLF of 92% and 99% respectively

· 77 MW Chennai II commissioned in September 2012, on time and within budget

· 80 MW Chennai III commissioned in June 2013, ahead of schedule and within budget

· 160 MW Chennai IV and 300 MW Gujarat projects in advanced construction and on track

· In house EPC and operations teams leading all activities

Commenting on the results, Mr M C Gupta, Chairman stated: "The Group has grown substantially during the period in scale, performance and confidence. We have navigated the difficult trading conditions that the electricity sector in India, in general, has experienced courtesy of our flexible business model and through the delivery of our projects. Whilst the sector in India remains under recovery, conditions have improved as a result of recent regulatory changes following action taken by the Government of India to improve the financial health of the state utilities. With our increased cash generation and project roll out continuing we feel well positioned to contemplate our future developments remaining focused on profitable growth and shareholder value."

For further information, please visit www.opgpower.com or contact:

OPG Power Ventures plc	+91 (0) 44 429 11 222
Arvind Gupta (Managing Director)
V. Narayan Swami (Finance Director)
Cenkos Securities (Nominated Adviser & Broker)	+44 (0) 20 7397 8900
Stephen Keys/ Camilla Hume
Tavistock Communications	+44 (0) 20 7920 3150
Simon Hudson/Kelsey Traynor

Disclaimer

This announcement does not constitute or form part of any offer or invitation to sell or issue, or any solicitation of any offer to purchase or subscribe for any securities. The making of this announcement does not constitute a recommendation regarding any securities. Certain statements, beliefs and opinions contained in this announcement, particularly those regarding the possible or assumed future financial or other performance of OPG, industry growth or other trend projections are or may be forward looking statements. Forward-looking statements can be identified by the use of forward-looking terminology, including the terms "believes", "estimates", "anticipates", "expects", "intends", "plans", "goal", "target", "aim", "may", "will", "would", "could" or "should" or, in each case, their negative or other variations or comparable terminology. These forward looking statements include all matters that are not historical facts. By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future and may be beyond OPG's ability to control or predict. Forward-looking statements are not guarantees of future performance. No representation is made that any of these statements or forecasts will come to pass or that any forecast result will be achieved. Neither OPG, nor any of its associates or directors, officers or advisers, provides any representation, assurance or guarantee that the occurrence of the events expressed or implied in any forward-looking statements in this announcement will actually occur. You are cautioned not to place reliance on these forward-looking statements. Other than in accordance with its legal or regulatory obligations, OPG is not under any obligation and OPG expressly disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

No statement in this announcement is intended as a profit forecast or a profit estimate and no statement in this announcement should be interpreted to mean that earnings per OPG share for the current or future financial years would necessarily match or exceed the historical published earnings per OPG share.

Chief Executive's Review

On completion of our fifth year as a listed company I am pleased to report that we now have 270 MW of power generation assets compared with just 20 MW at the time of listing on AIM in May 2008. Over that time our Company has transformed itself from a promising growth story into a strong cash generative business with a superior growth profile and further potential. Our earnings at 2.48 pence in 2013 were an all-time high. We have commissioned two assets in the last nine months thus completing the first major phase of our growth program. Bringing this portfolio of three significant co-located assets to a steady state gives us the basis on which to deliver further value to our customers and shareholders.

Robust operating and financial performance

The commissioning of 77 MW Chennai II in September 2012, load factors of over 90% on both assets and 13% higher average tariffs led to a strong performance for the year. Underlying revenues in rupee terms were up 63% whilst EBITDA margins were firm at 32% and we generated our highest earnings per share to date of 2.48pence.

Our plants performed ahead of expectations and I commend our operating team led by our COO, T Chandramoulee, for the quick stabilization and ramp up of Chennai II. Further, the team has ensured Chennai I and II achieved excellent load factors in spite of an extended 25 day shutdown at Chennai I.

A few days ago we announced the accelerated delivery and commencement of commercial operations at 80 MW Chennai III. This unit has been commissioned several months ahead of schedule by our own in-house team.

Increased Tariffs

Burgeoning financial losses of the state electricity boards triggered a much needed rise in tariffs across India during the year. Financial restructuring packages and regulatory changes are expected to require regular review of tariffs going forward and we have already seen more than one round of tariff increases and the introduction of Fuel Price Adjustment charges in some states.

Accordingly, as our flexible model allows, we continue to supply the bulk of our power to the Tamil Nadu state utility on short term contracts as tariffs are attractive. We have recently agreed to supply c.90% output from Chennai I and II until May 2014 and a further 90% output from Chennai III until September 2013 at Rs5.50/Kwh.

Imported coal prices lower but expected to remain flat in short term

Whilst international coal prices have been lower than the prior year by 3%, domestic coal prices increased by 21% during the year. As we used a higher quantity of imported coal and Chennai II burnt exclusively imported coal our overall average unit cost remained flat. This once again demonstrated the advantages of our flexible boilers.

Our strategy is to continue to procure imported coal through a mix of short and long term contracts as efficiently as possible.

Our projects

On 29 May 2013 we updated shareholders as to the degree of completeness of each of our projects under development. We did so in continuation of our strategy to adopt an open communication style and to promote an understanding of the value we believe to be built in to each project.

Both of our remaining principal projects at Chennai and Gujarat remain on schedule to achieve commissioning in 2014 with civil works and foundations largely complete at both sites and other construction activities well progressed.

Building a strong team

The health and safety of our employees and contractors is of paramount importance to us. During the year we instituted a formal Health, Safety and Environment (HSE) committee which has already led initiatives to improve standards and practices at our various sites. For instance, our flagship 77 MW Chennai I unit has recently been awarded ISO 14001 and OHSAS 18001 certification.

Our team has gained in experience at all levels from development to management with all Engineering, Procurement and Construction ("EPC") and Operations and Maintenance ("O&M") principally performed in-house. The team has incorporated lessons from each of the projects to achieve continuous improvements and efficiencies across projects and operations. We are proud of our team's achievements.

Outlook

We believe the macro environment for electricity generation in India is recovering gradually. Forecasts for growth in India remain moderate at over 5% in this pre-election year. However, even at moderate growth levels, taken over a 2-3 year time horizon we see recent trends in the electricity generation sector as unstoppable - namely supply shortages in most parts of the country and the recognition amongst policymakers that power must continue to pave the way for both industrial growth and improvements in living standards. Accordingly over that same time period we do anticipate tariffs to rise gradually, more new capacity (thermal and renewable), and minor improvements in domestic fuel supplies accompanied by measures to moderately improve the investment climate for Indian infrastructure. As a result we believe the 460 MW second phase of our asset delivery program to be well-timed as industry conditions should further stabilize and our priorities during the coming months are therefore to maximize our existing operations, de-risk the final elements of the project portfolio and evaluate our further growth strategy.

Arvind Gupta

Chief Executive Officer

Financial Review

The following is a commentary on Group's financial performance in the year.

Income Statement (£m)

Year ended 31st March	2013	% of	2012*	% of
Year ended 31st March	2013	Revenue	2012*	Revenue

Revenue	56.19		38.48
Cost of Revenue (Excluding Depreciation)	(33.25)		(25.54)
Gross Profit	22.94	41%	12.94	34%
Other income	0.72		1.51
Distribution , General & Administrative expenses (Excluding Depreciation, Employee Stock Option Charge, Expenditure during the period on expansion project, Electricity consumption tax relating to prior years)	(5.92)		(3.15)
EBITDA	17.74	32%	11.30	29%
Depreciation	(1.56)		(1.05)
Net finance costs (Excluding charge on de consolidated investments)	(2.95)		(1.41)
Income from continuing operations (before tax	13.23	24%	8.84	23%
non-operational and / or exceptional items)	13.23	24%	8.84	23%
Expenditure during the period on expansion projects	(0.61)		(0.63)
Employee Stock Option Charge	(0.97)		(1.45)
Electricity consumption tax relating to prior years	-		(0.14)
Charge on de consolidated Investments	(1.11)		(4.82)
Profit before Tax	10.54	19%	1.8	5%
Taxation	1.71		1.52
Profit after tax	8.83		0.28

*Excluding Legacy Assets, ie., OPG - 25.4 MW & OPG - 10 MW, with effect from 1^st December 2011.

Revenue

OPG revenue has increased by £17.71m, reflecting a 46% growth year on year, on account of a full year contribution from 77 MW Chennai I and nearly 6 months contribution from 77 MW Chennai II and a 13% increase in tariff to Rs5.58/Kwh from Rs4.93/Kwh in FY12. Underlying rupee revenues increased by 63%.

Production and output levels from the Group's operating power plants compared to the prior year were as follows:

Particulars	FY13	FY12	% Change	FY13	FY12
	Generation (million units)			PLF (%)
Chennai I	617	648	-5%	92	96
Chennai II	315*	NA		99	NA
Total	932	648	+44%

* Commissioned on 10^th October 2012

Gross Profit

Gross profit ("GP"), excluding depreciation in 2013 was £22.94m (£12.94m in 2012). GP is driven mainly on account of the 173 days operation of Chennai II (77 MW) plant and also due to a higher realization of tariff and to an extent offset by the lower generation by Chennai I (77 MW) plant.

Cost of revenue was 59% of revenue in FY13 lower from 66% in FY12. Over 90% of the costs of revenue are fuel costs i.e coal. The average factory gate costs for Indian coal increased 21% while Indonesian coal costs decreased by 3%. The table below shows the price and blend of Indian and Indonesian coal consumed in FY13 and FY 12 for Chennai I. Chennai II burnt imported coal during the year.

Financial Year	Average factory gate price (Rs/mt)		Blend % Indian:Indonesian	Weighted average cost (Rs/mt)
Financial Year	Indian coal	Indonesian coal	Blend % Indian:Indonesian	Weighted average cost (Rs/mt)

FY 13	2,817	3,807	37:63	3,441
FY12	2,331	3,940	36:64	3,361
Change %	21%	(3%)		2%

EBITDA

Earnings Before Interest, Taxation, Depreciation & Amortisation (EBITDA) is a measure of a business cash generation from operations before depreciation, interest and exceptional and non-standard or non-operational items such as the annual charge for stock options which is a non-cash item or expenses relating to projects under construction.

EBITDA was £17.7m in FY13 up from £11.3m in FY12 and EBITDA margin up to 32% from 29% in 2012.

Profit before Tax (£m)

	OPG PG	Non Operating Entities *	Total
Profit Before Tax (PBT) 2012-2013	11.52	(0.98)	10.54
Profit Before Tax (PBT) 2011-2012	2.70	(0.90)	1.80
Increase/(Decrease) in PBT	8.82	(0.08)	8.74
Reconciliation
Increase in GP			10.0
Reduction in charge on de consolidated investments			3.71
Reduction in Employee stock option charge, expenditure on expansion projects and prior year electricity consumption tax			0.64
Increase in Net finance cost			(1.54)
Increase Distribution , General & Administrative expenses			(2.77)
Reduction in other income			(0.79)
Increase in Depreciation			(0.51)
Increase/(Decrease) in PBT			8.74

*Includes:

a) OPG S Power Gujarat Pvt Ltd, India, b) Gita Power & Infrastructure Pvt Ltd, India

c) Caromia Holdings Ltd, Cyprus d) OPG Power Ventures Plc, Isle of Man

Taxation

The Group consolidated PBT at £10.54m is after charging £ 1.11m towards adjustment in the carrying value of the legacy plants and £0.97m towards amortisation of Employee stock options (both being non-cash charges at the level of holding company). As such the effective PBT subject to tax is £12.62m.

Expenditure on Projects

This relates to expenses incidental to projects under construction. These expenses in 2013 were £0.61m in (FY12 £0.63m).

Employee Stock Option charge

This pertains to the amortization of the value of stock options granted to certain Directors and is non cash in nature.

Profits after Tax

Profits After tax have increased by £8.55m from £0.28m in 2012 to £8.83m in 2013.

Property, Plant and Equipment

Property, Plant and Equipment has increased by £89.47m, 96.2% year on year growth, mainly reflecting the capitalization of 77 MW Chennai II plant and the increase in Capital work in progress on account of additional power plants in Chennai and Gujarat.

Other Non-Current Assets

Other Non-current assets have decreased by £1.60m by 50.7% year on year primarily as a result of decrease in the fair value of the investments made in the de consolidated assets.

Trade Receivables (£m)

	FY 13	FY 12
Receivables from sales of power	32.24	14.71
Other receivables	2.57	2.70
Total	34.81	17.41

As at date, all amounts invoiced prior to March 2013 have been collected.

Current Assets

Current Assets have decreased by £3.04m to £114.38m year on year primarily as a result of the following :

- Reduction in the cash & cash equivalents by £14.97m due to the increase in investments made in the Gujarat and additional Chennai power plants and

- Increase in trade receivables by £17.40m, Decrease in other assets by £5.48m

Current Liabilities

Current liabilities have increased by £24.34m primarily on account of the increased bank borrowings and buyers credit.

Other Non-Current Liabilities

Other Non-Current liabilities have increased by £ 50m primarily on account of increase in bank borrowing to meet the capital project expenses.

Gearing

Net borrowings (Borrowings net of Cash and cash equivalents) increased by £52.98m on account of capital expenditure on projects. Gearing ratio was 37%. The table below shows the investment in the projects under development and the total amount spent in both equity and debt up to 31 March 2013.

Cumulative Outlays during the year on projects under construction £m

	160 MW Chennai IV	300 MW Gujarat
As at 1st April 2012	1.3	34.7
During the year	16.8	60.3
As at 31st March 2013	18.1	95.0

Cash Flows

Operating cash flow increased from £12.26m in 2012 to £18.10m in 2013, an increase of £5.84m, or 48%. The increase is primarily due to the increased profit before tax.

Movements (£m)	FY13	FY12

Operating Cash	18.10	12.26
Tax Paid	(2.24)	(0.53)
Change in Working capital assets and liabilities	32.97	(7.61)
Net cash generated by operating activities	48.83	4.12

Purchase of Property, Plant and Equipment (net of disposals)	(94.80)	(71.35)
Other Investments	(0.47)	1.86
Net cash used in Investing activities	(95.27)	(69.49)
Net Interest paid	(5.03)	(4.82)

Total Cash change before Net borrowings	(51.47)	(70.19)

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

For the year ended 31 March

(All amount in £, unless otherwise stated)

Particulars	Note	2013	2012

Revenue		56,191,873	45,253,431
Cost of revenue	6	(34,623,263)	(31,347,196)
Gross profit		21,568,610	13,906,235

Other income	7	715,676	1,538,242
Distribution cost		(651,740)	(895,006)
General and administrative expenses	6	(7,042,402)	(5,458,388)
Operating profit		14,590,144	9,091,084
Financial costs	8	(6,138,999)	(4,823,587)
Financial income	9	2,084,106	2,808,853
Loss on deconsolidation of subsidiaries	24	-	(4,815,135)
Profit before tax		10,535,251	2,261,215

Tax expense	10	(1,710,839)	(2,044,115)

Profit for the year		8,824,412	217,100
Attributable to:
Owners of the parent		8,726,299	251,427
Non-controlling interest		98,113	(34,327)
		8,824,412	217,100
Earnings per share	21
Basic earnings per share (in Pence)		2.483	0.072
Diluted earnings per share (in Pence)		2.483	0.072

Other Comprehensive Income
Available for Sale Financial Assets
- Reclassification on loss of control of subsidiaries	24	-	(253,343)
- Reclassification to profit and loss on sale of available for sale Investments		109,483	255,542
- Current year gains/(losses) on remeasurement		(85,013)	(109,483)
Currency translation differences on translation of foreign operations		1,165,513	(11,261,421)
Other comprehensive income/(loss)		1,189,983	(11,368,705)

Total comprehensive income/(loss) for the year		10,014,395	(11,151,605)
Attributable to:
Owners of the parent		9,912,964	(11,035,084)
Non-controlling interest		101,431	(116,521)
		10,014,395	(11,151,605)

(See accompanying notes to the consolidated financial statements)

The financial statements were authorised for issue by the board of directors on 17 June 2013 and were signed on behalf by

Arvind Gupta

V. Narayan Swami

Chief Executive Officer

Chief Financial Officer

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

As at 31 March

(All amount in £, unless otherwise stated)

Particulars	Notes	2013	2012
Assets
Non-Current
Property, plant and equipment	11	182,508,796	93,031,022
Investments and other assets	12	1,160,587	2,285,430
Restricted cash	15	394,782	868,996
Total Non-Current assets		184,064,165	96,185,448

Current
Trade and other receivables	13	34,814,660	17,405,365
Inventories	14	6,140,973	5,546,740
Cash and cash equivalents	15	22,906,776	37,876,393
Restricted cash	15	4,705,601	3,712,150
Current tax assets		104,970	48,071
Investments and other assets	12	45,708,623	52,836,729
Total Current assets		114,381,603	117,425,448
Total Assets		298,445,768	213,610,896

Equity and Liabilities
Equity:
Equity attributable to owners of the parent:
Share capital		51,671	51,671
Share premium		124,316,524	124,316,524
Other components of Equity		(1,126,807)	(3,256,411)
Retained earnings		19,311,138	10,577,591
Total		142,552,526	131,689,375

Non-controlling interest		186,012	62,371

Total Equity		142,738,538	131,751,746

Liabilities
Non-current
Borrowings	18	103,898,137	56,055,498
Trade and other payables	19	3,369,758	1,396,701
Deferred tax liability	10	990,316	1,300,658
Total Non-Current liabilities		108,258,211	58,752,857

Current
Borrowings	18	4,972,199	14,806,900
Trade and other payables	19	42,114,288	7,809,652
Other liabilities		278,989	239,259
Current tax liabilities		83,543	250,482
Total Current liabilities		47,449,019	23,106,293
Total Liabilities		155,707,230	81,859,150
Total Equity and Liabilities		298,445,768	213,610,896

(See accompanying notes to the consolidated financial statements)

The financial statements were authorised for issue by the board of directors on 17 June 2013 and were signed on behalf by

Arvind Gupta

V. Narayan Swami

Chief Executive Officer

Chief Financial Officer

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the year ended 31 March 2013

(All amount in £, unless otherwise stated)

GROUP	Issued Capital (No. of Shares)	Share capital	Share Premium	Other Reserves	Foreign Currency Translation reserve	Retained earnings	Total of Parent equity	Non-Controlling Interest	Total Equity
Balance at 1 April, 2012	351,504,795	51,671	124,316,524	4,979,571	(8,235,982)	10,577,591	131,689,375	62,371	131,751,746
Transfers during the year (Refer note 23)				(391)	(30,892)	7,248	(24,034)	22,210	(1,825)
Employee Share based payment options				974,222			974,222		974,222
Transactions with owners	351,504,795	51,671	124,316,524	5,953,402	(8,266,874)	10,584,839	132,639,563	84,581	132,724,143

Profit for the year from Operating Activities						8,726,299	8,726,299	98,113	8,824,412
Currency translation differences					1,162,212		1,162,212	3,301	1,165,513
Gains on sale / re-measurement of available-for-sale financial assets				24,453			24,453	17	24,470
Total comprehensive income for the year	-	-	-	24,453	1,162,212	8,726,299	9,912,964	101,431	10,014,395

Balance at 31 March, 2013	351,504,795	51,671	124,316,524	5,977,855	(7,104,661)	19,311,138	142,552,526	186,012	142,738,538

Balance at 1 April, 2011	351,504,795	51,671	124,316,524	4,614,203	3,189,641	9,050,027	141,222,066	9,807,809	151,029,875
Issue of Equity Shares				48,146			48,146	(48,146)	-
Employee Share based payment options				1,454,247			1,454,247		1,454,247
Effect of loss of control of subsidiaries (refer note 24)								(9,580,771)	(9,580,771)
Transactions with owners	351,504,795	51,671	124,316,524	6,116,596	3,189,641	9,050,027	142,724,459	178,892	142,903,351

Profit for the year from operating activities						251,427	251,427	(34,327)	217,100
Effect of loss of control of subsidiaries (refer note 24)				(1,281,379)	(248,101)	1,276,137	(253,343)	-	(253,343)
Currency translation differences				-	(11,177,522)	-	(11,177,522)	(83,899)	(11,261,421)
Gains/(losses) on sale / re-measurement of available-for-sale financial assets				144,354			144,354	1,705	146,059
Total comprehensive income for the year	-	-	-	(1,137,025)	(11,425,623)	1,527,564	(11,035,084)	(116,521)	(11,151,606)

Balance at 31 March, 2012	351,504,795	51,671	124,316,524	4,979,571	(8,235,982)	10,577,591	131,689,375	62,371	131,751,746

(See accompanying notes to the consolidated financial statements)

CONSOLIDATED STATEMENT OF CASH FLOWS

For the year ended 31 March 2013

(All amount in £, unless otherwise stated)

Particulars	2013	2012
Cash flows from operating activities
Profit for the year before Tax	10,535,251	2,261,216
Unrealised Foreign Exchange Loss	84,368	97,182
Provision for doubtful debts	883,329	60,314
Financial Expenses	6,138,999	4,823,587
Financial Income	(2,084,106)	(2,648,309)
Share based compensation costs	974,222	1,454,247
Depreciation	1,563,213	1,397,121
Loss on deconsolidation of subsidiaries	-	4,815,135
	18,095,276	12,260,493
Movements in Working Capital
Increase in trade and other receivables	(17,566,722)	(14,107,633)
Increase in inventories	(549,863)	(1,579,425)
Decrease in other current assets	346,585	1,419,696
Increase in trade and other payables	41,484,087	5,598,445
Increase in Other liabilities	9,264,123	1,056,506
Cash generated from operations	51,073,486	4,648,072
Income Taxes paid	(2,242,625)	(532,088)
Net Cash Generated by Operating activities	48,830,861	4,115,994

Cash flow from investing activities
Acquisition of property, plant and equipment	(94,798,022)	(71,351,424)
Finance Income	1,894,936	1,817,087
Dividend income	180,790	453,787
Movement in restricted cash	(481,508)	(3,013,933)
Sale / (Purchase) of Investments, net	(2,062,996)	2,603,909
Net cash used in investing activities	(95,266,800)	(69,490,574)

Cash flows from financing activities
Proceeds from borrowings	40,110,171	44,169,173
Repayment of borrowings	(3,828,420)	(7,047,128)
Interest paid	(5,031,418)	(4,823,587)
Net cash provided by financing activities	31,250,333	32,298,458

Net decrease in cash and cash equivalents	(15,185,606)	(33,076,122)

Cash and cash equivalents at the beginning of the year	37,876,393	71,104,280
Effect of Exchange rate changes on the balance of cash held in foreign currencies	215,989	81,243
Impact on deconsolidation of subsidiaries	-	(233,008)
Cash and cash equivalents at the end of the year	22,906,776	37,876,393

(See accompanying notes to the consolidated financial statements)

NOTES TO THE CONSOLIDATED AND FINANCIAL STATEMENTS

For the year ended 31 March 2013

(All amount in ₤, unless otherwise stated)

1. Corporate information

1.1. Nature of operations

OPG Power Ventures plc ('the Company' or 'OPGPV'), and its subsidiaries (collectively referred to as 'the Group') are primarily engaged in the development, owning, operation and maintenance of private sector power projects In India. The electricity generated from the Group's plants is sold principally to public sector undertakings and heavy industrial companies in India or in the short term market. The business objective of the group is to focus on the power generation business within India and thereby provide reliable, cost effective power to the industrial consumers and other users under the 'open access' provisions mandated by the Government of India.

1.2. Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRS) and its interpretations as adopted by the European Union (EU) and the provisions of the Isle of Man, Companies Act 2006 applicable to companies reporting under IFRS.

1.3. General information

OPG Power Ventures plc, a limited liability corporation, is the Group's ultimate parent Company and is incorporated and domiciled in the Isle of Man. The address of the Company's registered Office, which is also the principal place of business, is IOMA House, Hope Street, Douglas, Isle of Man 1M1 1JA. The Company's equity shares are listed on the Alternative Investment Market (AIM) of the London Stock Exchange.

The Financial statements were approved by the Board of Directors on 17 June 2013

2 Standards, amendments and Interpretations to existing standards that are not effective and have not been early adopted by the group.

At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective, and have not been adopted early by the Group.

Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.

Standards and Interpretations adopted by the European Union as at 31 March 2013

Standard or Interpretation	Effective for in reporting periods starting on or after
IFRS 10: Consolidated Financial Statements	1 January 2014
IFRS 11: Joint Arrangements	1 January 2014
IFRS 12: Disclosure of Interests in Other Entities	1 January 2014
IFRS 13: Fair Value Measurement	1 January 2013
Transition guidance for IFRS 10, 11, 12	1 January 2014
Amendments to IFRS 7	1 January 2013
Amendments to IAS 1 - Presentation of Items of Other Comprehensive Income	1 July 2012
IAS 19: Employee Benefits (Revised June 2011)	1 January 2013
IAS 27 Separate Financial Statements	1 January 2014
IAS 28 Investments in Associates and Joint Ventures	1 January 2014
Offsetting Financial Assets and Financial Liabilities	1 January 2014

The management is yet to assess the impact of IFRS 9 on the group's consolidated financial statements. However they do not expect to implement IFRS 9 until all of its chapters have been published and they can comprehensively assess the impact of all changes.

[The management does not expect the application of the other standards to have any material impact on its financial statements when those Standards become effective. The Group does not intend to apply any of these pronouncements early.

3. Summary of significant accounting policies

3.1 Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities at fair value through profit or loss and available-for-sale financial assets measured at fair value.

The financial statements have been prepared on going concern basis which assumes the Group will have sufficient funds to continue its operational existence for the foreseeable future covering atleast 12 months. As the Group has forecast it will be able to meet its debt facility interest and repayment obligations, and that sufficient funds will be available to continue with the projects development the assumption that these financials statements are prepared on a going concern basis is appropriate.

The consolidated financial statements are presented in accordance with IAS 1 Presentation of Financial Statements (Revised 2007) and have been presented in Great Britain Pound ('₤'), which is the functional and presentation currency of the Company.

3.2. Basis of consolidation

The consolidated financial statements incorporate the financial information of OPG Power Ventures Plc and its subsidiaries for the year ended 31 March 2013.

A subsidiary is defined as an entity controlled by the Company. Control is achieved where the Company has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date of acquisition, being the date on which control is acquired by the Group, and continue to be consolidated until the date that such control ceases. All subsidiaries have a reporting date of 31^st March and use consistent accounting policies adopted by the group.

All intra-group balances, income and expenses and any resulting unrealized gains arising from intra-group transactions are eliminated in full on consolidation.

Non-Controlling interest represents the portion of profit or loss and net assets that is not held by the Group and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from parent shareholders' equity. Acquisitions of additional stake or dilution of stake from/ to minority interests/ other venturer in the Group where there is no loss of control are accounted for as an equity transaction, whereby, the difference between the consideration paid or received and the book value of the share of the net assets is recognised in 'other reserve' within statement of changes in equity.

3.3. List of subsidiaries

Details of the Group's subsidiaries which are consolidated into the Group's consolidated financial statement are as follows:

Subsidiaries	Immediate parent		Country of incorporation	% Voting Right		% Economic Interest
	Up to 25 January 2013	After 25 January 2013		2013	2012	2013	2012
Caromia Holdings limited ('CHL')	OPGPV	OPGPV	Cyprus	100	100	-	-
Gita Energy Private Limited ('GEPL') ¹	CHL	-	Cyprus	100	100	100	100
Gita Holdings Private Limited ('GHPL') ¹	CHL	-	Cyprus	100	100	100	100
OPG Power Generation Private Limited ('OPGPG')	GEPL and GHPL	GPIPL	India	71.76	71.76	99	99
OPGS Power Gujarat Private Limited ('OPGG')^2&3	GEPL and GHPL	GPIPL	India	100	100	100	100
Gita Power and Infrastructure Private Limited, ('GPIPL')	GHPL	CHL	India	100	100	100	98.22

¹The shareholders of GEPL, GHPL and GPIPL have entered into a scheme of arrangement which has become effective during the current year. As a result of the scheme of arrangement the assets and liabilities of GEPL and GHPL have been taken over by GPIPL and shares in GPIPL have been allotted to the shareholders of GEPL and GHPL on 25 January 2013. The liquidation process of GEPL and GHPL is yet to commence as at 31 March 2013. (Also refer Note 23)

² Partly paid equity shares in OPGG have been forfeited and thereby the Economic Interest and voting rights of the group stand increased to 100%.

³During the year Name changed as OPGS Power Gujarat Private Limited

Also refer note 24 for deconsolidation of OPG Renewable Energy Private Limited ('OPGRE') and OPG Energy Private Limited ('OPGE') effective 30 November 2011, where the Group holds an economic interest of 33% and 44.22% respectively.

3.4. Foreign currency translation

The functional currency of the Company is the Great Britain Pound Sterling (£). The Cypriot entities are an extension of the parent and pass through investment entities. Accordingly the functional currency of the subsidiaries in Cyprus is the Great Britain Pound Sterling. The functional currency of the Company's subsidiaries operating in India, determined based on evaluation of the individual and collective economic factors is Indian Rupees ('₹'). The presentation currency of the Group is the Great Britain Pound (£) as submitted to the AIM counter of the London Stock Exchange where the shares of the Company are listed.

At the reporting date the assets and liabilities of the Group are translated into the presentation currency which is Great Britain Pound Sterling (£) at the rate of exchange ruling at the Statement of financial position date and the statement of comprehensive income is translated at the average exchange rate for the year. Exchange differences are charged/ credited to other comprehensive income and recognized in the currency translation reserve in equity.

Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of financial position date are translated into functional currency at the foreign exchange rate ruling at that date. Aggregate gains and losses resulting from foreign currencies are included in finance income or costs within the profit or loss. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated to functional currency at foreign exchange rates ruling at the dates the fair value was determined.

The Great Britain Pound (£): Indian Rupee (INR) exchange rates used to translate the INR financial information into the presentation currency of Great Britain Pound (£) were as follows:

Particulars

31 March

2013

31 March

2012

30 November

2012

Closing rate

82.56

82.90

81.16

Average rate

85.83

76.69

74.92

3.5. Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group, and revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable in accordance with the relevant agreements, net of discounts, rebates and other applicable taxes and duties.

Sale of electricity

Revenue comprises revenue from sale of electricity. Revenue from the sale of electricity is recognised when earned on the basis of contractual arrangement with the customers and reflects the value of units supplied including an estimated value of units supplied to the customers between the date of their last meter reading and the reporting date.

Interest and dividend

Revenue from interest is recognised as interest accrues (using the effective interest rate method). Revenue from dividends is recognised when the right to receive the payment is established.

3.6. Taxes

Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity.

Current income tax assets and/or liabilities comprise those obligations to, or claims from, taxation authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements.

Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences associated with investments in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is probable that reversal will not occur in the foreseeable future.

Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full.

Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income. Deferred tax assets and liabilities are offset only when the Group has a right and the intention to set off current tax assets and liabilities from the same taxation authority. Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in other comprehensive income or equity, respectively.

3.7. Financial assets

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or loss which are measured initially at fair value.

Financial assets are de-recognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and all substantial risks and rewards are transferred. A financial liability is de-recognised when it is extinguished, discharged, cancelled or expires.

Financial assets are classified into the following categories upon initial recognition:

· loans and receivables

· available-for-sale financial assets.

The category determines subsequent measurement and whether any resulting income and expense is recognised in profit or loss or in other comprehensive income.

Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments.

Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and region of a counterparty and other shared credit risk characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.

Available-for-sale financial assets:

Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Group's available-for-sale financial assets include Mutual funds and equity instruments. Available-for-sale financial assets are measured at fair value. Gains and losses are recognised in other comprehensive income and reported within the available-for-sale reserve within equity, except for impairment losses and foreign exchange differences on monetary assets, which are recognised in profit or loss. When the asset is disposed of or is determined to be impaired the cumulative gain or loss recognised in other comprehensive income is reclassified from the equity reserve to profit or loss and presented as a reclassification adjustment within other comprehensive income.

Reversals of impairment losses are recognized in other comprehensive income, except for financial assets that are debt securities which are recognised in profit or loss only if the reversal can be objectively related to an event occurring after the impairment loss was recognised.

3.8. Financial liabilities

The Group's financial liabilities include borrowings and trade and other payables. Financial liabilities are measured subsequently at amortised cost using the effective interest method and are carried subsequently at fair value with gains or losses recognised in profit or loss.

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within 'finance costs' or 'finance income'.

3.9. Fair value of financial instruments

The fair value of financial instruments that are actively traded in organised financial markets is determined by reference to quoted market bid prices at the close of business on the Statement of financial position date. For financial instruments where there is no active market, fair value is determined using valuation techniques. Such techniques may include using recent arm's length market transactions; reference to the current fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.

3.10. Property, plant and equipment

Property, plant and equipment are stated at cost, net of accumulated depreciation and/or impairment losses, if any. The cost includes expenditures that are directly attributable to property plant & equipment such as employee cost, borrowing costs for long-term construction projects etc, if recognition criteria are met. Likewise, when a major inspection is performed, its costs are recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairs and maintenance costs are recognised in the profit or loss as incurred.

Land is not depreciated. Depreciation on other assets is computed on straight-line basis over the useful life of the asset based on management's estimate as follows:

Nature of asset	Useful life (years)
Buildings	40
Power stations	40
Other plant and equipment	3-10
Vehicles	5-11

Assets in the course of construction are stated at cost and not depreciated until commissioned.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the profit or loss in the year the asset is derecognised.

The assets residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively if appropriate.

3.11. Leases

The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date whether fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.

Group as a lessee

Contracts to lease assets are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the group. Leases where the Group does not acquire substantially all the risks and benefits of ownership of the asset are classified as operating leases.

Operating lease payments are recognised as an expense in the profit or loss on a straight line basis over the lease term. Lease of land is classified separately and is amortised over the period of the lease.

3.12. Borrowing costs

Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, that necessarily take a substantial period of time to get ready for their intended use or sale, are added to the cost of those assets. Interest income earned on the temporary investment of specific borrowing pending its expenditure on qualifying assets is deducted from the costs of these assets.

Gains and losses on extinguishment of liability, including those arising from substantial modification from terms of loans are not treated as borrowing costs and are charged to profit or loss.

All other borrowing costs including transaction costs are recognized in the profit or loss in the period in which they are incurred, the amount being determined using the effective interest rate method.

3.13. Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing for an asset is required, the Group estimates the asset's recoverable amount. An asset's recoverable amount is the higher of an asset's or cash-generating unit's (CGU) fair value less costs to sell and its value in use and is determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded subsidiaries or other available fair value indicators.

For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset's or cash-generating unit's recoverable amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset's recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the profit or loss.

3.14. Cash and cash equivalents

Cash and cash equivalents in the Statement of financial position comprise cash at banks and on hand and short-term deposits.

For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits, net of restricted cash and outstanding bank overdrafts.

3.15. Inventories

Inventories are stated at the lower of cost and net realisable value.

Costs incurred in bringing each product to its present location and condition is accounted based on weighted average price.

Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses.

3.16. Earnings per share

The earnings considered in ascertaining the Group's earnings per share (EPS) comprise the net profit for the year attributable to ordinary equity holders of the parent. The number of shares used for computing the basic EPS is the weighted average number of shares outstanding during the year.

3.17. Other provisions and contingent liabilities

Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources from the Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the presence of a legal or constructive commitment that has resulted from past events. Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and implemented, or management has at least announced the plan's main features to those affected by it. Provisions are not recognised for future operating losses.

Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are discounted to their present values, where the time value of money is material.

Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate asset. However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted to reflect the current best estimate.

In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no liability is recognised, unless it was assumed in the course of a business combination. In a business combination, contingent liabilities are recognised on the acquisition date when there is a present obligation that arises from past events and the fair value can be measured reliably, even if the outflow of economic resources is not probable. They are subsequently measured at the higher amount of a comparable provision as described above and the amount recognised on the acquisition date, less any amortisation.

3.18. Share based payments

The Group operates equity-settled share-based remuneration plans for its employees. None of the Group's plans feature any options for a cash settlement.

All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are rewarded using share-based payments, the fair values of employees' services are determined indirectly by reference to the fair value of the equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for example profitability and sales growth targets and performance conditions).

All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to 'Other Reserves'.

If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to vest differs from previous estimates. Impact of market condition are included in the computation of the fair value at the grant date. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting.

Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares issued are allocated to share capital with any excess being recorded as share premium.

3.19. Employee benefits

Gratuity

In accordance with applicable Indian laws, the Group provides for gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's salary and the tenure of employment.

Liabilities with regard to the gratuity plan are determined by actuarial valuation, performed by an independent actuary, at each Statement of financial position date using the projected unit credit method.

The Group recognises the net obligation of a defined benefit plan in its statement of financial position as an asset or liability, respectively in accordance with IAS 19, Employee benefits. The discount rate is based on the Government securities yield. Actuarial gains and losses arising from experience adjustments and changes in actuarial assumptions are charged or credited to profit or loss in the statement of comprehensive income in the period in which they arise.

Employees Benefit Trust

Effective during the year, the Group has established an Employees Benefit Trust (hereinafter 'the EBT') for investments in the Company's shares for employee benefit schemes. IOMA Fiduciary in the Isle of Man have been appointed as Trustees of the EBT with full discretion invested in the Trustee, independent of the company, in the matter of share purchases. As at present, no investments have been made by the Trustee nor any funds advanced by the Company to the EBT. The Company is yet to formulate any employee benefit schemes or to make awards thereunder.

3.20. Business Combinations

Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that common control was established using pooling of interest method. The assets and liabilities acquired are recognised at the carrying amounts recognised previously in the Group controlling shareholder's consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity. Any excess consideration paid is directly recognised in equity.

4. Significant accounting judgements, estimates and assumptions

The preparation of financial statements in conformity with IFRS requires management to make certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

The principal accounting policies adopted by the Group in the consolidated financial statements are as set out above. The application of a number of these policies requires the Group to use a variety of estimation techniques and apply judgment to best reflect the substance of underlying transactions.

The Group has determined that a number of its accounting policies can be considered significant, in terms of the management judgment that has been required to determine the various assumptions underpinning their application in the consolidated financial statements presented which, under different conditions, could lead to material differences in these statements. The actual results may differ from the judgments, estimates and assumptions made by the management and will seldom equal the estimated results.

The following are significant management judgments in applying the accounting policies of the Group that have the most significant effect on the financial statements.

· Deferred tax assets:

The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the Group's latest approved budget forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused tax loss or credit. The tax rules in India in which the Group operates are also carefully taken into consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

· Recognition of interest income:

The group has a contractual right to receive interest on overdue receivables from TANGEDCO. Notwithstanding this right, the group has not recognized any interest, on a prudent basis, for the current year. Further, the management has also reversed past interest receivables amounting to during the year

Estimates and uncertainties:

The key assumptions concerning the future and other key sources of estimation uncertainty at the Statement of financial position date, that have a significant risk of causing a material adjustments to the carrying amounts of assets and liabilities within the next financial year are discussed below:

· Recoverability of deferred tax assets: The recognition of deferred tax assets requires assessment of future taxable profit. (see note 3.6).

· Estimation of fair value of acquired financial assets and financial liabilities: While preparing the financial statements the Group makes estimates and assumptions that affect the reported amount of financial assets and financial liabilities.

o Available for sale financial assets: Management apply valuation techniques to determine the fair value of available for sale financial assets where active market quotes are not available. This requires management to develop estimates and assumptions based on market inputs, using observable data that market participants would use in pricing the asset. Where such data is not observable, management uses its best estimate. Estimated fair values of the asset may vary from the actual prices that would be achieved in an arm's length transaction at the reporting date

o Other financial liabilities: Borrowings held by the Group are measured at amortised cost except where designated at fair value through profit or loss. Further, liabilities associated with financial guarantee contracts in the Company financial statements are initially measured at fair value and re-measured at each Statement of financial position date. (see note 3.9 and note 28); and

o Impairment tests: In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and use an interest rate to discount them. Estimation uncertainty relates to assumptions about future operating results and the determination of a suitable discount rate;

· Useful life of depreciable assets: Management reviews its estimate of the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets.

5. Segment information

The Group has adopted the "management approach" in identifying the operating segments as outlined in IFRS 8 - Operating segments. Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, who is responsible for allocating resources and assessing performance of the operating segment has been identified as the steering committee that makes strategic decisions. Management has analysed the information that the chief operating decision maker reviews and concluded on the segment disclosure. In identifying its operating segments, management generally follows the Group's service lines, which represent the generation of the power and other related services provided by the Group. The activities undertaken by the Power generation segment includes sale of power and other related services. The accounting policies used by the Group for segment reporting are the same as those used for Consolidated financial statements.

For management purposes, the Group is organised into only a single business unit of power generation and distribution of the same to customers. There are no geographical segments as all revenues arise from India.

Revenue on account of sale of power to one party amounts to £ 49,577,179 (2012: £ 22,237,514)

6. Depreciation, costs of inventories and employee benefit expenses included in the consolidated statements of comprehensive income

a) Depreciation and costs of inventories included in the consolidated statements of comprehensive income

	2013	2012
Included in cost of revenue:
Cost of fuel consumed	31,829,212	27,334,036
Depreciation	1,376,180	1,313,202
Other direct costs	1,417,871	2,699,958
Total	34,623,263	31,347,196

Depreciation included in general and administrative expenses amount to £ 187,905 (2012: £ 83,920)

b) Employee benefit expenses forming part of general and administrative expenses are as follows:

	2013	2012
Salaries and wages	1,704,807	1,073,043
Employee benefit costs	203,172	117,529
Employee Stock Option	974,222	1,454,247
Total	2,882,201	2,644,819

c) Auditor's remuneration for audit services amounting to £ 35,000 (2012: £ 45,000) is included in general and administrative expenses.

d) Foreign exchange (loss)/ Gain included in the general and administrative expenses/ other income is as follows:

	2013	2012
Foreign Exchange (Loss)	(960,459)	(130,240)
Total	(960,459)	(130,240)

7. Other income

a) Other income comprises of:

	2013	2012
Compensation for loss of profit	-	370,277
Interest on overdue receivables		563,902
Miscellaneous income/expense	715,676	604,063
Total	715,676	1,538,242

8. Finance costs

Finance costs comprises of:

	2013	2012
Interest expenses on loans and borrowings	4,742,403	4,068,516
Loss on disposal of financial instruments	-	465,546
Impairment of available for sale financial assets(also refer note 12)	1,107,581	-
Other finance costs	289,015	289,525
Total	6,138,999	4,823,587

Interest expenses on loans and borrowings, consists of interest expenses on financial liability at amortised cost of £4,742,403 (2012: £4,068,516).

9. Finance income

The finance income comprises of:

	2013	2012
Interest income
- Bank deposits	1,637,028	2,437,276
- Loans and receivables	14,043	66,073
Dividend income	180,790	305,504
Profit on disposal of financial instruments	252,245
Total	2,084,106	2,808,853

Other finance income represents the interest income earned by OPGPV on the investment of its funds.

10. Tax expense

The major components of income tax expense for the years ended 31 March 2013 and 2012

Tax reconciliation

Reconciliation between tax expense and the product of accounting profit multiplied by India's domestic tax rate for the years ended 31 March 2013 and 2012 is as follows:

	2013	2012
Accounting profit before taxes	10,535,251	2,261,215
Loss on deconsolidation of subsidiaries	-	4,815,135
Enacted tax rates	32.45%	32.45%
Tax on profit at enacted tax rate	3,418,689	2,295,922
Differences on account MAT Rate	(1,570,510)	(582,406)
Items taxed at Zero Rate	(828,328)	253,998
Others	690,988	76,601
Actual tax expense	1,710,839	2,044,115

Consolidated statement of comprehensive income

	2013	2012
Current tax	2,025,698	940,344
Deferred tax	(314,859)	1,103,771
Tax expense reported in the statement of comprehensive income	1,710,839	2,044,115

The Company is subject to Isle of Man corporate tax at the standard rate of zero percent. As such, the Company's tax liability is zero. Additionally, Isle of Man does not levy tax on capital gains. However, considering that the group's operations are entirely based in India, the effective tax rate of the Group has been computed based on the current tax rates prevailing in India. Further, a substantial portion of the profits of the Group's India operations are exempt from Indian income taxes being profits attributable to generation of power in India. Under the tax holiday the taxpayer can utilize an exemption from income taxes for a period of any ten consecutive years out of a total of fifteen consecutive years from the date of commencement of the operations.

The Group is subject to the provisions of Minimum Alternate Tax ('MAT') under the Indian Income taxes for the year ended 31 March 2013 and 2012. Accordingly, the Group calculated the tax liability for current taxes in India after considering MAT.

The Group has carried forward credit in respect of MAT tax liability paid to the extent it is probable that future taxable profit will be available against which such tax credit can be utilized.

Deferred income tax for the group at 31 March 2013 and 2012 relates to the following:

	2013	2012
Deferred income tax assets
Lease transactions and others	59,906	48,961
Provision for Customs	612,103	-
Provision for doubtful debts	161,980	-
Gratuity	1,853	4,573
	835,842	53,534
Deferred income tax liabilities
Difference in depreciation on Property, plant and equipment	1,813,272	1,353,007
Mark to Market on Available for sale financial assets	12,886	1,185
	1,826,158	1,354,192

Deferred income tax liabilities, net	990,316	1,300,658

Movement in temporary differences during the year

Particulars	As at 1 April 2012	Recognised in Income Statement	Recognised in Equity	As at 31 March 2013
Property, plant and equipment and others	(1,353,007)	(460,265)	-	(1,813,272)
Lease transactions	48,961	10,945	-	59,906
Provision for Customs	-	612,103	-	612,103
Provision for doubtful debts	-	161,980		161,980
Gratuity	4,571	(2,718)	-	1,853
Mark to market gain / (loss) on available for sale financial assets	(1,183)	-	(11,703)	(12,886)
	(1,300,658)	322,044	(11,703)	(990,316)

Particulars	As at 1 April 2011	Recognised in Income Statement	Recognised in Equity	As at 31 March 2012
Property, plant and equipment and others	(849,446)	(503,561)	-	(1,353,007)
Lease transactions	30,294	18,667	-	48,961
Gratuity	-	4,571	-	4,571
Mark to market gain / (loss) on available for sale financial assets	125,218	-	(126,401)	(1,183)
	(693,934)	(480,323)	(126,401)	(1,300,658)

In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the deferred income tax assets will be realized. The ultimate realization of deferred income tax assets is dependent upon the generation of future taxable income during the periods in which the temporary differences become deductible. The amount of the deferred income tax assets considered realizable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced.

Shareholders resident outside the Isle of Man will not suffer any income tax in the Isle of Man on any income distributions to them. Further, dividends are not taxable in India in the hands of the recipient. However, the group will be subject to a "dividend distribution tax" currently at the rate of 15% (plus applicable surcharge and education cess) on the total amount distributed as dividend.

As at 31 March 2013 and 31 March 2012, there was no recognised deferred tax liability for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries, the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future.

11. Property, plant and equipment

The property, plant and equipment comprises of:

A. Gross Block						Amount in GBP
Particulars	Land and Buildings	Power Stations	Other plant and equipment	Vehicles	Assets under construction	Total
As at 1 April 2011	9,205,256	49,791,628	138,121	205,048	18,424,186	77,764,239
- Additions	1,064,278	1,431,849	214,938	122,146	47,521,538	50,354,749
- Deconsolidation (Refer note 24)	(986,475)	(9,013,743)	(58,777)	-	(10,672,839)	(20,731,834)
- Disposals	-	(26,541)	-	-	-	(26,541)
- Exchange Adjustments	(1,202,662)	(6,129,605)	(9,801)	(34,624)	(5,318,058)	(12,694,750)
As at 31 March 2012	8,080,397	36,053,588	284,481	292,570	49,954,827	94,665,863
As at 1 April 2012	8,080,397	36,053,588	284,481	292,570	49,954,827	94,665,863
- Additions	1,901,331	151,352	142,283	381,043	88,199,257	90,775,266
- Transfers on capitalization	-	44,043,316	-	-	(44,043,316)	-
- Exchange Adjustments	19,737	108,840	30,131	(30,827)	203,362	331,243
As at 31 March 2013	10,001,465	80,357,096	456,895	642,786	94,314,130	185,772,372
B. Accumulated Depreciation
Particulars	Land and Buildings	Power Stations	Other plant and equipment	Vehicles	Assets under construction	Total
As at 1 April 2011	227,656	3,403,761	66,218	71,306	-	3,768,941
- Depreciation charged during the year	28,843	1,291,215	30,870	46,194	-	1,397,122
- Deconsolidation (Refer note 24)	(223,623)	(2,773,033)	(24,009)	-	-	(3,020,665)
- Exchange Adjustments	(26,269)	(467,030)	(6,285)	(10,973)	-	(510,557)
As at 31 March 2012	6,607	1,454,913	66,794	106,527	-	1,634,841
As at 1 April 2012	6,607	1,454,913	66,794	106,527	-	1,634,841
- Depreciation charged during the year	29,176	1,376,180	81,790	76,939	-	1,564,085
- Exchange Adjustments	1,120	65,444	(4,089)	2,175	-	64,650
As at 31 March 2013	36,903	2,896,537	144,495	185,641	-	3,263,576
C.Net Block
As at 31st March 2013	9,964,562	77,460,559	312,400	457,145	94,314,130	182,508,796
As at 31st March 2012	8,073,790	34,598,675	217,687	186,043	49,954,827	93,031,022

The net book value of land and buildings block comprises of:

	2013	2012
Freehold	9,634,419	7,440,351
Buildings	330,143	633,439
Total	9,964,562	8,073,790

Property, plant and equipment with a carrying amount of £ 87,607,389(2012: £ 42,672,466) is subject to security restrictions (refer note 18).

An amount of £ 4,753,396 (previous year £ 3,407,430) pertaining to interest on borrowings was capitalised as the funds were deployed for the construction of qualifying assets.

12. Investments and other assets

	2013	2012
A. Current
Available for sale financial assets	5,280,737	1,393,866
Capital advances	37,994,007	48,637,313
Loans and receivables
- Advance to suppliers	1,153,627	958,668
- Other advances	1,280,252	1,846,882
Total	45,708,623	52,836,729
B. Non-current
Available for sale financial assets (refer note 24)	274,181	1,381,762
Prepayments	787,771	813,618
Loans and receivables
- Lease deposits	86,153	77,127
- Other advances	12,482	12,923
Total	1,160,587	2,285,430

Available-for-sale investment - quoted short-term mutual fund units

The Group has investments in mutual fund units. The fair value of the mutual fund instruments are determined by reference to published data. These mutual fund investments are redeemable on demand.

The investments in OPG E and OPG RE have been fair valued and the share of the group has been determined and disclosed as available for sale classified as non-current.

Effective 01 December 2011, the group has given up control and significant influence over OPGE and OPGRE, pursuant to non-renewal of voting rights agreement entered by GEPL, GHPL and OPGPG (hereinafter referred as Shareholders) with Tamil Nadu Property Developers Limited (TNPDL). There was no consideration that was received and the Group's interests in the said companies are being accounted as investments.

Accordingly, the Group had derecognised the carrying value of assets, liabilities and non-controlling interest of the former subsidiaries and recognised the fair value of the retained investments at the date when control was lost. Further, the Group also reclassified to profit and loss, such amounts pertaining to these erstwhile subsidiaries that were earlier recognised through other comprehensive income and has accounted for the resulting difference as loss attributable to the Group.

As at the date of consolidation, the company has fair valued the investments grouped under available for sale investments. There is no change in the valuation technique to those adopted in the previous year. The fair value of OPGE is performed using discounted cash flow approach. Significant inputs into the model are based on management's assumption of the expected cash flows up to 31 March 2024 and a discount rate of 17%

The carrying amount of investments, its fair value and the resultant impact on the statement of comprehensive income is as follows:

Particulars	OPGE	OPGRE	Total
Investment value - Available for Sale as on 31.03.2012 (fair value of retained non-controlling Investments. Also refer Note 24)	1,381,762	-	1,381,762
Fair value of retained non-controlling investment as on 31.03.2013	274,181	-	274,181
Current year charge on re-measurement through statement of comprehensive income	1,107,581	-	1,107,581

Loans and receivables (Current)

Advances to Suppliers include the amounts paid as advance for supply of fuel. Other advance of the group primarily includes additional import duty on imported coal paid under protest amounting to £ Nil (2012: £ 754,442). Capital advances comprise of payment made to EPC contractors for construction of assets and advances paid for purchase of capital equipment. The management expects to realise these in the next one year.

13. Trade and other receivables

	2013	2012
Current
Trade receivables	33,953,528	17,102,878
Unbilled revenues	56,642	139,114
Other receivables	804,490	163,373
Total	34,814,660	17,405,365

Since received from TANGEDCO is £ 25.79m for the sales made upto February 2013.

Trade receivables are generally due within 14 days terms and are therefore short term and the carrying values are considered a reasonable approximation of fair value. The entire sum of £ 34,814,660 (2012: £ £ 17,405,365) has been pledged as security for borrowings (refer note 18). As at 31 March 2013, trade receivables of £ 978,893 (2012 £ 60,314) were collectively impaired and provided for. In determining the timing and amount of interest income receivable from TANGEDCO for past dues, the group has considered its contractual rights and recent favourable regulatory commission orders passed for similar customers. Trade receivables that are neither past due nor impaired represents billings for the month of March.

The age analysis of the overdue trade receivables is as follows:

	Total	Neither past due nor impaired	Past due but not impaired
	Total	Neither past due nor impaired	< 90 days	90-180 days	> 180 days
2013	33,953,528	3,986,943	16,855,817	13,057,010	54,758
2012	17,102,878	3,246,760	6,739,233	6,517,222	599,663

The movement in provision for trade receivables is as follows:

	Opening Balance	Provision for the Year	Reversal of Provision	Closing Balance
2013	60,314	918,579	-	978,893
2012	-	60,314	-	60,314

The creation of provision for impaired receivables has been included in 'other expenses' in the profit and loss. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above. The group does not hold any collateral as security.

14. Inventories

	2013	2012
Coal & Fuel	5,275,114	5,068,904
Stores and spares	865,859	477,836
Total	6,140,973	5,546,740

The entire amount of £6,140,973 (2012: £5,546,740) has been pledged as security for borrowings (refer note 18)

15. Cash and cash equivalents

Cash and short term deposits comprise of the following:

	2013	2012
Cash at banks and on hand	17,760,840	34,023,639
Short-term deposits	5,145,936	3,852,754
Total	22,906,776	37,876,393

Short-term deposits are placed for varying periods, depending on the immediate cash requirements of the Group. They are recoverable on demand.

Restricted cash represents deposits maturing between three to twelve months amounting to £ 4,705,601 (previous year £ 3,712,150) and maturing after twelve months amounting to £ 394,782 (previous year £ 868,996) which have been pledged by the group in order to secure borrowing limits with banks. (Refer note 18)

16. Issued share capital

Share Capital

The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of ordinary shares, as reflected in the records of the Group on the date of the shareholders' meeting, has one vote in respect of each share held. All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Group.

The Company has an authorized and issued share capital of 351,504,795 equity shares (2012: 351,504,795) at par value of £ 0.000147 (2012: £ 0.000147) per share amounting to £ 51,671 (2012: £ 51,671) in total.

The Company has issued share capital at par value of £ 51,671 (£0.000147 per share).

Reserves

Share premium represents the amount received by the Group over and above the par value of shares issued and the excess of the fair value of share issued in business combination over the par value of such shares. Any transaction costs associated with the issuing of shares are deducted from securities premium, net of any related income tax benefits.

Translation reserve is used to record the exchange differences arising from the translation of the financial statements of the foreign subsidiaries.

Other reserve represents the difference between the consideration paid and the adjustment to net assets on change of controlling interest, without change in control, other reserves also includes any costs related with share options granted and gain/losses on re-measurement of Available for sale financial assets.

Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income less dividend distribution.

17. Share based payments

The board has granted share options to directors and nominees of directors which are limited to 10 percent of the group's share capital. Once granted, the share must be exercised within ten years of the date of grant otherwise the options would lapse.

The vesting conditions are as follows:

· The 300 MW power plant of Kutch in the state of Gujarat must have been in commercial operation for

three months.

· The Closing share price being at least £ 1.00 for consecutive three business days.

The related expense has been amortised over the estimated vesting period of 4.96 years (expected completion of the Kutch plant) and an expense amounting to £ 974,222 (2012: £ 1,454,247) was recognised in the profit or loss with a corresponding credit to other reserves.

Movement in the number of share options outstanding and their related weighted average exercise price are as follows:


Particulars	2013	2012
At 1 April	22,524,234	22,524,234
Granted	-	-
Forfeited	-	-
Exercised	-	-
Expired	-	-
At 31 March	22,524,234	22,524,234

Assumptions on Valuation of Options

The weighted average price fair value of options granted in 2010-11 was determined using the Black-Scholes valuation model was £ 0.28 per option. The significant inputs into the model were weighted average share price of £ 0.66 (2011) at the grant date, exercise price of £ 0.60 (2011 £ 0.60), volatility of 31.34% (2012 31.34%) dividend yield of Nil (2012 NIL), an expected option life of 4.96 years (2012 - 4.21 years) and annual risk free rate of 3% .The volatility measured at the standard deviation of continuously compounded share returns is based on daily share prices of the last three years.

18. Borrowings

The borrowings comprise of the following:

	Interest rate (range %)	Final Maturity	2013	2012
Long term loans	12.30 - 15.75	March - 23	103,898,137	56,055,498
Short-term loans	12.30 - 15.75	March - 14	1,460,193	2,908,457
Cash Credit and Working capital arrangements			5,946	3,311,968
L C bills discounting and buyers' credit facility		March - 14	3,506,060	8,586,475
Total			108,870,336	70,862,398

Total debt of £ 108,870,336 (2012: £ 70,862,398) is secured as follows:

§ The long-term loans taken by the Group are fully secured by the property, plant, assets under construction and other current assets of subsidiaries which have availed such loans. All the loans are personally guaranteed by a director.

§ The short-term loan and cash credits taken by the Group are secured against hypothecation of current assets and in certain cases by deposits and margin money is provided as collateral.

§ LC bills discounting and buyers' credit facility is fully secured by hypothecation of current assets and in certain cases by margin money deposits and other fixed deposits of the respective entities availing the facility.

Long-term "project finance" loans contain certain restrictive covenants stipulated by the facility providers and primarily require the Group to maintain specified levels of certain financial metrics and operating results. The terms of the other borrowings arrangements also contain certain restrictive covenants primarily requiring the Group to maintain certain financial metrics. As of 31 March 2013, the Group has met all the relevant covenants.

The fair value of borrowings at 31 March 2013 was £ 108,870,336 (2012: £70,862,398). The fair values have been calculated by discounting cash flows at prevailing interest rates.

The borrowings are reconciled to the statement of financial position as follows:

	2013	2012
Current liabilities
Amounts falling due within one year	4,972,199	14,806,900
Non-current liabilities
Amounts falling due after 1 year but not more than 5 years	84,835,475	37,336,198
Amounts falling due in more than five years	19,062,662	18,719,300
Total non-current	103,898,137	56,055,498
Total	108,870,336	70,862,398

19. Trade and other payables

	2013	2012
Current
Trade payables	12,582,732	7,229,514
Creditors for capital goods	24,547,203	434,913
Other payables	4,984,353	145,225
Total	42,114,288	7,809,652
Non-current
Retention money	3,038,756	1,078,521
Other payables	331,002	318,180
Total	3,369,758	1,396,701

With the exception of certain trade payables, all amounts are short term.

§ Trade payables are non-interest bearing and are normally settled on 45 days terms.

§ Creditors for capital goods are non-interest bearing and are usually settled within a year.

§ Other payables include provision for gratuity and other provision for expenses.

20. Related party transactions

Where control exists:

Name of the party	Nature of relationship
Gita Investments Limited	Ultimate parent
Caromia Holdings limited	Subsidiary
Gita Energy Private Limited	Subsidiary (upto 25^th January 2013)
Gita Holdings Private Limited	Subsidiary (upto 25^th January 2013)
OPG Power Generation Private Limited	Subsidiary
OPGS Power Gujarat Private Limited	Subsidiary
Gita Power and Infrastructure Private Limited	Subsidiary

Key Management Personnel:

Name of the party	Nature of relationship
Arvind Gupta	Chief Executive Officer
V. Narayan Swami	Chief Financial Officer
M. C. Gupta	Chairman
Martin Gatto	Director
Ravi Gupta	Director
Patrick Michael Grasby	Director

Related parties with whom the group had transactions during the period

Name of the Related Party	Nature of Relationship

Sri Hari Vallabha Enterprises & Investments (P) Limited	Entity in which Key Management personnel has Control / Significant Influence
Dhanvarsha Enterprises & Investments Private Limited	Entity in which Key Management personnel has Control / Significant Influence
Goodfaith Vinmay (P) Limited	Entity over which Key Management personnel exercises Control / Significant Influence through relatives
Salem Food Products Limited	Entity in which Key Management personnel has Control / Significant Influence
Sri Rukmani Rolling Mill Private Limited	Entity in which Key Management personnel has Control / Significant Influence
Kanishk Steel Industries Limited	Entity in which Key Management personnel has Control / Significant Influence
Gita Energy & Generation Private Limited	Entity in which Key Management personnel has Control / Significant Influence
Sonal Vyapar Limited	Entity in which Key Management personnel has Control / Significant Influence
OPG Energy Private Limited	Entity in which Key Management personnel has Control / Significant Influence
OPG Renewable Energy Private Limited	Entity in which Key Management personnel has Control / Significant Influence
Powerserve Support Limited	Entity in which Key Management personnel has Control / Significant Influence
Gita Devi	Relative of Key Management personnel
Rajesh Gupta	Relative of Key Management personnel
Ravi Gupta	Relative of Key Management personnel
Avantika Gupta	Relative of Key Management personnel

Name of the Party	2013	2012
	Amount (£)	Amount (£)
Summary of transactions with related parties
Kanishk Steel Industries Limited
a) Sharing of Power	-	692,091
b) Sale of coal	-	310,104
c) Purchase of raw material	-	5,616
Salem Food Products Limited
a) Interest Received	-	54,123

Ravi Gupta
a) Remuneration	35,000	25,000

Avantika Gupta
a) Remuneration	-	32,036

Gita Energy & Generation Private Limited
a) Reimbursement of expenses	-	1,076

Powerserve Support Limited
a) Consultancy fees	9,381	31,863
OPG Energy Private Limited a)Reimbursement of expenses OPG Renewable Energy Private Limited	27,378	-
a)Sale of coal	35,790	21,338

Name of the party	2013	2012
Name of the party	Amount (£)	Amount (£)
Summary of balances with related parties.
Kanishk Steel Industries Limited
a) Trade and other receivables	288,039	286,872

Sri Rukmani Rolling Mill Private Limited
a) Trade and other receivables	7,226	7,197

Sonal Vyapar Limited
a) Trade and other receivables	37,208	36,936

OPG Energy Private Limited
a)Trade payables	28,463	-

OPG Renewable Energy Private Limited
a) Trade and other receivables	104,089	224,527

Outstanding balances at the year-end are unsecured. There have been no guarantees provided or received for any related party receivables or payables. For the year ended 31 March 2013, the Group has not recorded any impairment of receivables relating to amounts owed by related parties (2012: £ Nil). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

21. Earnings per Share

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company as the numerator (no adjustments to profit were necessary in 2012 or 2013).

The weighted average number of shares for the purposes of diluted earnings per share can be reconciled to the weighted average number of ordinary shares used in the calculation of basic earnings per share (for the group and the company) as follows:

Particulars	2013	2012
Weighted average number of shares used in basic earnings per share	351,504,795	351,504,795
Shares deemed to be issued for no consideration in respect of share based payments*	-	638,339
Weighted average number of shares used in diluted earnings per share	351,504,795	352,143,134

*The potential equity shares are anti-dilutive in nature and hence have not been considered for diluted EPS computation.

22. Director's Remuneration

Name of Directors	2013	2012
Arvind Gupta	279,613	156,474
V Narayan Swami	58,283	46,942
Martin Gatto	35,000	25,000
Mike Grasby	35,000	25,000
MC Gupta	35,000	25,000
Ravi Gupta	35,000	25,000
Total	477,896	303,416

The above remuneration is in the nature of short-term employee benefits. As the future liability for gratuity and compensated absences is provided on actuarial basis for the companies in the group, the amount pertaining to the directors is not individually ascertainable and therefore not included above

23. Business combination within the group without loss of control

Hitherto the structure of the Group was that two Cypriot subsidiaries of OPGPV, namely GEPL & GHPL, held the investments in the equity of the Group's Special Purpose Vehicles (SPV) in India. The management decided to interpose an Indian Holding Company, GPIPL in the structure and warehouse the SPV investments in GPIPL,. Accordingly, the shareholders of GEPL, GHPL and GPIPL had entered into a scheme of arrangement to effect the above restructuring of the group. As part of the regulatory requirements in India, the group had applied and obtained approval from the High court of Madras on 28 October 2011 subject to fulfilment of certain conditions including approval of relevant regulatory authorities, allotment of shares etc. The scheme had been consummated with effect from 25 January 2013 upon issue of shares to the shareholders of GEPL and GHPL, namely CHL and the assets and liabilities of GEPL and GHPL have been taken over by GPIPL. Consequent to the scheme of arrangement, the group also has gained 100% economic interest over GPIPL by virtue of an agreement entered into with the minority shareholders of GPIPL dated 01 April 2012. The liquidation process of GEPL and GHPL is yet to commence as at year end. Further, CHL has to update relevant secretarial records in their jurisdiction to reflect the above arrangement. The management has initiated the necessary process to achieve the above and expect the same to be complete by the end of 2013

The above arrangement has been considered as a business combination involving companies under the group and is accounted at the date that common control was established using pooling of interest method. The assets and liabilities transferred are recognised at the carrying amounts recognised previously in the Group controlling shareholder's consolidated financial statements. The components of equity of the acquired entities are added to the same components within Group equity. There was no excess consideration paid in this transaction.

24. Deconsolidation on loss of control of subsidiaries

In the previous year, pursuant to the voting rights agreement entered by GEPL with Tamil Nadu Property Developers Limited (TNPDL) and Salem Food Products Limited (SFPL) and OPGPG with Sonal Vyapar Limited (SVL) and TNPD (hereinafter TNPDL, SFPL and SVL are collectively referred as "Investors') dated 12^th May 2008 and 26^th April 2008 respectively, the Investors agreed that in consideration of GEPL agreeing to subscribe for shares in OPGRE and OPGPG agreeing to subscribe for shares in OPGE, the investors will exercise all voting rights in accordance with the directions of GEPL and OPGPG. The total voting rights held by the investors in OPGRE and OPGE amounted respectively to 45 and 21.59 percent. Further the Investors had also appointed GEPL and OPGPG as the lawful attorneys to exercise their voting rights. Therefore the combination of the directly held interests together with the Investors voting with the Group had the effect that the Group controlled a majority of voting rights in OPGRE and OPGE. Accordingly these companies were considered to be subsidiaries of the Group until the expiry of the agreement on 30^th November 2011.

The management determined not to exercise control over the operations of OPGRE and OPGE beyond that date and has, pursuant to a voting rights agreement entered on 1st December 2011 by GEPL, GHPL and OPGPG (hereinafter referred as "Shareholders") with TNPDL, the Shareholders have agreed to exercise their voting rights in accordance with the directions of TNPDL in the context of the expiry of the voting rights hitherto available from the Investors. The Shareholders have thus extended voting support to TNPDL to provide for appropriate management of the Company. Also, the Group withdrew its nominees from the offices held in the respective companies effective 01^st December 2011. There was no consideration that was received and these events resulted in loss of control and significant influence over OPGRE and OPGE and effective 01^st December 2011, the Group's interests in the said companies are being accounted as investments classified as Available for sale assets.

Accordingly, a fair valuation of these assets by independent valuers was undertaken as at 30^th November 2011 and the resulting adjustment to their carrying value as at that date, applicable to the Group, has been charged to the Consolidated statement of Comprehensive Income. At the date of loss of control, the carrying amount of the subsidiaries' net assets, the fair valuation and the resultant impact on the loss of control are as follows:

Particulars	OPG RE	OPG E	Total

Fair value by independent valuers		3,124,744	3,124,744
Consideration received	-	-
Fair value of retained non-controlling investment	-	1,381,762	1,381,762
Total (A)	-	1,381,762	1,381,762
Total assets	7,520,744	32,183,730	39,704,474
Total liabilities	5,671,332	18,002,130	23,673,462
Net worth	1,849,412	14,181,600	16,031,012
Minority interest on date of loss of control	(1,253,311)	(8,327,461)	(9,580,772)
Net Assets attributable to the Group (B)	596,101	5,854,139	6,450,240

Adjustment required to carrying value on deconsolidation	596,101	4,472,377	5,068,478

Recycle from Other Comprehensive Income
Revaluation reserve	(2,076)	(3,166)	(5,242)
Translation reserve	(20,599)	(227,502)	(248,101)
Net charge on disposal effecting the group	573,426	4,241,709	4,815,135

Further the negative goodwill arising from the original investment which was recognised in equity at the time of acquisition has been dealt with under equity.

25. Commitments and contingencies

Operating lease commitments

The Group leases land under operating leases. The leases typically run for a period of 15 to 30 years, with an option to renew the lease after that date. None of the leases includes contingent rentals.

Non-cancellable operating lease rentals are payable as follows:

	2013	2012
Not later than one year	33,439	33,304
Later than one year and not later than five years	133,757	133,215
Later than five years	599,527	647,098
Total	766,723	813,617

During the year ended 31 March 2013, £32,165 (2012: £36,001) was recognised as an expense in the statement of comprehensive income in respect of operating leases.

Capital commitments

During the year ended 31 March 2013, the Group entered into a contract to purchase property, plant and equipment for £ 11,081,450 (2012: £ 100,485,417).

Guarantees

a. LC and Bank Guarantee are as disclosed below

Particulars	As at 31 March 2013	As at 31 March 2012
Towards outstanding Letter of Credit	31,106,476	3,837,061
Towards outstanding Bank Guarantees	3,350,437	4,597,552

26. Financial risk management objectives and policies

The Group's principal financial liabilities, comprises of loans and borrowings, trade and other payables, and other current liabilities. The main purpose of these financial liabilities is to raise finance for the Group's operations. The Group has loans and receivables, trade and other receivables, and cash and short-term deposits that arise directly from its operations. The Group also hold investments designated at available-for-sale categories.

The Group is exposed to market risk, credit risk and liquidity risk.

The Group's senior management oversees the management of these risks. The Group's senior management advises on financial risks and the appropriate financial risk governance framework for the Group.

The Board of Directors reviews and agrees policies for managing each of these risks which are summarised below:

Market risk

Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market prices comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity risk. Financial instruments affected by market risk include loans and borrowings, deposits, available-for-sale investments.

The sensitivity analyses in the following sections relate to the position as at 31 March 2013 and 31 March 2012.

The following assumptions have been made in calculating the sensitivity analyses:

(i) The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income for one year, based on the average rate of borrowings held during the year ended 31 March 2013, all other variables being held constant. These changes are considered to be reasonably possible based on observation of current market conditions.

Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with average interest rates.

At 31 March 2013 and 31 March 2012, the Group had no interest rate derivatives.

The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. If interest rates increase or decrease by 100 basis points with all other variables being constant, the Group's profit after tax for the year ended 31 March 2013 would decrease or increase by £ 331,703 (2012: £ 243,249).

Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rate. The Group's presentation currency is the Great Britain £ A majority of our assets are located in India where the Indian rupee is the functional currency for our subsidiaries. Currency exposures also exist in the nature of capital expenditure and services denominated in currencies other than the Indian rupee.

Currency fluctuations may have a large impact on our Group financial results. We are subject to currency risks affecting the underlying cost base in the operating subsidiary companies and also the translation of unit cash costs, profit or loss and the Statement of financial position (including non-Great Britain £ denominated borrowings) in the consolidated financial statements, where the functional currency is not the Great Britain £.

The Group's exposure to foreign currency arises where a Group company holds monetary assets and liabilities denominated in a currency different to the functional currency of that entity:

	As at March 31 2013		As at March 31 2012
Currency	Financial Assets	Financial Liabilities	Financial Assets	Financial Liabilities
United states Dollar (USD)	-	25,232,704	-	12,779,559

Set out below is the impact of a 10% change in the US dollar on profit arising as a result of the revaluation of the Group's foreign currency financial instruments:

	As at March 31 2013		As at March 31 2012
Currency	Closing Rate	Effect of 10% Strengthening of GBP on net earnings	Closing Rate	Effect of 10% Strengthening of GBP on net earnings
United states Dollar (USD)	54.36	(1,661,369)	50.88		(847,894)

The impact on total equity is the same as the impact on net earnings as disclosed above.

Credit risk analysis

Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from its operating activities (primarily for trade and other receivables) and from its financing activities, including short-term deposits with banks and financial institutions, and other financial assets.

The maximum exposure for credit risk at the reporting date is the carrying value of each class of financial assets amounting to £ 105,751,939(2012: £ 109,894,083).

The Group has exposure to credit risk from accounts receivable balances on sale of electricity. The operating entities of the group has entered into short term agreements with transmission companies incorporated by the Indian state government (TANGEDCO) to sell the electricity generated Therefore the group is committed, in the short term, to sell power to these customers and the potential risk of default is considered low. For other customers, the Group ensures concentration of credit does not significantly impair the financial assets since the customers to whom the exposure of credit is taken are well established and reputed industries engaged in their respective field of business. The credit worthiness of customers to which the Group grants credit in the normal course of the business is monitored regularly. The credit risk for liquid funds is considered negligible, since the counterparties are reputable banks with high quality external credit ratings.

The Group's management believes that all the above financial assets, except as mentioned in note 12 and 13, are not impaired for each of the reporting dates under review and are of good credit quality.

Liquidity risk analysis

The Group's main source of liquidity is its operating businesses. The treasury department uses regular forecasts of operational cash flow, investment and trading collateral requirements to ensure that sufficient liquid cash balances are available to service on-going business requirements. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, as well as on the basis of a rolling 90 day projection. Long-term liquidity needs for a 90 day and a 30 day lookout period are identified monthly.

The Group maintains cash and marketable securities to meet its liquidity requirements for up to 60 day periods. Funding for long-term liquidity needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets.

The following is an analysis of the group contractual undiscounted cash flows payable under financial liabilities at 31 March 2013:

	Current -	Non - current		Total
	within 12 months	1-5 years	Later than 5 years	Total
Borrowings	17,849,474	128,713,272	14,630,134	161,192,880Z
Trade and other payables	42,114,288	3,369,758	-	45,484,046
Other current liabilities	278,989	-	-	278,989
Total	60,242,751	132,083,030	14,630,134	206,955,915

Capital management

Capital includes equity attributable to the equity holders of the parent and debt less cash and cash equivalents.

The Group's capital management objectives include, among others:

· Ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value/

· Ensure Group's ability to meet both its long-term and short-term capital needs as a going concern;

· To provide an adequate return to shareholders

by pricing products and services commensurately with the level of risk.

The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares.

No changes were made in the objectives, policies or processes during the years end 31 March 2013 and 2012.

The Group maintains a mixture of cash and cash equivalents, long-term debt and short-term committed facilities that are designed to ensure the Group has sufficient available funds for business requirements. There are no imposed capital requirements on Group or entities, whether statutory or otherwise.

The Capital for the reporting periods under review is summarised as follows:

	2013	2012
Total equity	142,738,538	131,751,746
Less: Cash and cash equivalents	(22,906,776)	(37,876,393)
Capital	119,831,762	93,875,353

Total equity	142,738,538	131,751,746
Add: Borrowings (including buyer's credit)	108,870,336	70,862,398
Overall financing	251,608,874	202,614,144
Capital to overall financing ratio	0.48	0.46

The internal accruals by way of earnings during the year has resulted in an increase in capital to overall financing ratio

27. Summary of financial assets and liabilities by category and their fair values

Set out below is a comparison by class of the carrying amounts and fair value of the Group's financial instruments that are carried in the financial statements:

	Carrying amount		Fair value
	2013	2012	2013	2012
Financial assets
Cash and cash equivalents ¹	22,906,776	37,876,393	22,906,776	37,876,393
Available-for-sale instruments ³	5,554,918	2,775,628	5,554,918	2,775,628
Current trade receivables ¹	34,814,659	17,405,365	34,814,659	17,405,365
	63,276,353	58,057,386	63,276,353	58,057,386

Financial liabilities
Long-term "project finance" loans ²	103,898,137	56,055,498	103,898,137	56,055,498
Short-term loans ¹	1,466,139	6,220,425	1,466,139	6,220,425
LC Bill discounting & buyers' credit facility ¹	3,506,060	8,586,475	3,506,060	8,586,475
Current trade and other payables ¹	42,114,288	7,809,652	42,114,288	7,809,652
Non-current trade and other payables ²	3,369,758	1,396,701	3,369,758	1,396,701
	154,354,382	80,068,751	154,354,382	80,068,751

The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values.

^1.Cash and short-term deposits, trade receivables, trade payables, and other borrowings like short-term loans, current liabilities approximate their carrying amounts largely due to the short-term maturities of these instruments.

^2.The fair value of loans from banks and other financial indebtedness, obligations under finance leases, financial liabilities at fair value through profit or loss as well as other non-current financial liabilities is estimated by discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.

^3.Fair value of available-for-sale instruments held for trading purposes are derived from quoted market prices in active markets. Fair value of available-for-sale unquoted equity instruments are derived from valuation performed at the year end.

Fair value measurements recognised in the statement of financial position

The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3 based on the degree to which the fair value is observable.

• Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

• Level 3 fair value measurements are those derived from valuation techniques that include inputs for the

asset or liability that are not based on observable market data (unobservable inputs).

	Level 1	Level 2	Level 3	Total
Available-for-sale financial assets
Unquoted securities	-	-	274,181	274,181
Quoted securities	5,280,737	-	-	5,280,737
Total	5,280,737	-	278,462	5,554,918