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MYT Mytrah Energy

44.75
0.00 (0.00%)
18 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mytrah Energy LSE:MYT London Ordinary Share GG00B64BJ143 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 44.75 44.60 44.90 0.00 01:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Mytrah Energy Ltd Interim Results (1710S)

29/09/2017 7:02am

UK Regulatory


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RNS Number : 1710S

Mytrah Energy Ltd

29 September 2017

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN OR INTO THE UNITED STATES, AUSTRALIA, CANADA OR JAPAN

29 September 2017

Mytrah Energy Limited

("Mytrah" or the "Company")

Interim consolidated Results for the six months ended 30 June 2017

Mytrah Energy Limited, the India-based renewable focused Independent Power Producer, is pleased to announce its interim results for the six months to 30 June 2017.

Financial Highlights:

-- These interim consolidated results reflect the adoption of IFRIC 12 Service concession arrangement which has affected the treatment of revenue and revision of estimated useful life of the property plant and equipment and accelerated depreciation/ amortization.

-- Reported Revenue of USD 228.53 million, an increase of 360% (53% on a directly comparable basis) over the comparative period (1H 2016: USD 49.66m)

-- Reported EBITDA of USD 82.29 million up 85% (45% on a directly comparable basis) (1H 2016: USD 44.60m)

   --      Cash and bank balances of USD 48.84 million 

-- Post period-end issued approximately USD 277 million non-convertible debentures to Piramal Group and replaced existing investments from IDFC Alternatives Limited, AION Capital, Merrill Lynch and Goldman Sachs, with part of the facility also providing growth capital to the Company.

Operational Highlights:

-- Won 250 MW wind power project in auction through the first competitive bid in the Indian wind power sector

-- Completed construction of 74 MW projects in the period, taking the installed capacity to 1075 MW

-- Post period-end added 105 MW of solar plants, taking the total installed wind and solar capacity to 1180 MW

-- Additional 563 MW of wind and solar in construction, taking the total to 1743 MW by mid 2018

   --      Post period-end won up to 57 MW in solar rooftop auctions 

Commenting on Mytrah's performance, Ravi Kailas, Chairman, said:

"We are pleased to report another strong set of first half results, reflecting the quality of our assets and our focus on driving operational performance. The first half of 2016 also saw the addition of more wind capacity, and our first solar plants began operating.

The commencement of our solar operations is a significant milestone for the company, further diversifying our cash flow, and expanding our renewable energy capability significantly. With our total installed capacity currently at 1180 MW, Mytrah is firmly established as a leading player in the Indian renewable energy sector, with a significant amount of further capacity now in construction.

The Indian Government's adoption of auctions as the principal source of new capacity is an exciting development. We've built a strong depth of capability across the full value chain in both wind and solar, along with an excellent pipeline of future opportunities. Our success in recent wind and solar auctions demonstrates this capability and we believe that we are well positioned to win substantial power capacity in future auctions, underpinning our continued expansion.

The USD 277 million financing from Piramal is a major milestone for Mytrah, re-financing the last part of our early-stage mezzanine funding and providing support for future growth. Attracting this level of investment from an investor of Piramal's stature reaffirms the quality of Mytrah's operating portfolio and the resulting strong, stable and well diversified cash flow it generates."

For further information please visit www.mytrah.com or contact:

 
 Mytrah Energy Limited             +44 (0)20 3402 
  Ravi Kailas / Bob Smith           5790 
 Investec Bank plc                 +44 (0)20 7597 
  Chris Sim / Jeremy Ellis          4000 
 Mirabaud Securities LLP            +44 (0)20 7878 
  Peter Krens / Rory Scott           3360 
 
 Yellow Jersey PR Limited           +44 (0)7747 
  Charles Goodwin / Abena Affum      788 221 
 

Chairman's Statement:

On behalf of the Board, I am pleased to announce the interim consolidated results for Mytrah Energy Limited ("Mytrah" or the "Company", and with the subsidiary companies, the "Group") for the six months ended 30 June 2017.

Projects in operation

During the reporting period Mytrah grew its generation capacity to 1075 MW. This growth has continued post period-end, taking the total capacity to 1180 MW. Our strategically diversified portfolio, spread across wind and solar projects in over 30 locations and 8 states is working well, with good growth in generation from our combined portfolio of assets. Wind power generation was higher during the first six months compared to the first half of 2016 due to additional capacity coming into operation, resulting in a 53% revenue increase on a like-for-like basis. This revenue growth has been achieved despite the impact of a transformer failure at a Government substation in Rajasthan. This has now been rectified, and our portfolio diversification has limited the impact to around 6% of revenue in 1H 2017.

Projects under construction

We expect capacity growth to continue over the next few quarters as we complete the 563 MW of wind and solar projects currently under construction. As such we expect to meet our power capacity target of 1743 MW by mid 2018.

Financial Results

 
 Particulars                        Six months   Six months     Change 
                                         ended        ended 
                                       30 June      30 June 
                                          2017         2016 
---------------------------------  -----------  -----------  --------- 
                                         USD m        USD m        USD 
                                                                     m 
---------------------------------  -----------  -----------  --------- 
 Revenue Income (Including 
  construction revenue 
  on IFRIC 12 assets)                   228.53        49.66     178.87 
---------------------------------  -----------  -----------  --------- 
 Other operating income                   1.50         0.41       1.09 
---------------------------------  -----------  -----------  --------- 
 Construction Cost                    (134.89)                (134.89) 
---------------------------------  -----------  -----------  --------- 
 Employee benefits expenses             (3.53)       (1.08)     (2.45) 
---------------------------------  -----------  -----------  --------- 
 Other expenses                         (9.32)       (4.39)     (4.93) 
---------------------------------  -----------  -----------  --------- 
 Earnings before interest, 
  tax, depreciation and 
  amortisation (EBITDA)                  82.29        44.60      37.69 
---------------------------------  -----------  -----------  --------- 
 Depreciation and amortisation 
  expense                              (34.99)      (10.23)    (24.76) 
---------------------------------  -----------  -----------  --------- 
 Equity Settled Employee 
  Benefits                              (0.86)       (1.98)       1.12 
---------------------------------  -----------  -----------  --------- 
 Operating Profit                        46.44        32.39      14.05 
---------------------------------  -----------  -----------  --------- 
 Finance income                           2.24         2.97     (0.73) 
---------------------------------  -----------  -----------  --------- 
 Finance costs                         (54.08)      (35.79)    (18.29) 
---------------------------------  -----------  -----------  --------- 
 Other finance costs on 
  refinancing                           (1.26)       (6.37)       5.11 
---------------------------------  -----------  -----------  --------- 
 Loss Before Tax                        (6.66)       (6.80)       0.14 
---------------------------------  -----------  -----------  --------- 
 Taxation expense                         1.16         1.19     (0.03) 
---------------------------------  -----------  -----------  --------- 
 Loss after tax                         (5.50)       (5.61)       0.11 
---------------------------------  -----------  -----------  --------- 
 
 Reported EBITDA as above                82.29        44.60      37.69 
---------------------------------  -----------  -----------  --------- 
 Non-recurring and non-cash 
  adjustments: 
---------------------------------  -----------  -----------  --------- 
 Doubtful advances written-off            0.24         0.42     (0.18) 
---------------------------------  -----------  -----------  --------- 
 Provision for trade receivables          0.00         0.10     (0.10) 
---------------------------------  -----------  -----------  --------- 
 GBI Registration fee                     0.08         0.42     (0.34) 
---------------------------------  -----------  -----------  --------- 
 Total adjustments                        0.32         0.94     (0.62) 
---------------------------------  -----------  -----------  --------- 
 Underlying EBITDA                       82.61        45.54      37.07 
---------------------------------  -----------  -----------  --------- 
 
 Reported Loss Before 
  Tax as above                          (6.66)       (6.80)       0.14 
---------------------------------  -----------  -----------  --------- 
 Adjustments as referred 
  above                                   0.32         0.94     (0.62) 
---------------------------------  -----------  -----------  --------- 
 Share-based payments                     0.86         1.98     (1.12) 
---------------------------------  -----------  -----------  --------- 
 One-off interest cost 
  on re-financing of existing 
  term loans                              1.26         6.37     (5.11) 
---------------------------------  -----------  -----------  --------- 
 Underlying (loss) / profit 
  before tax                            (4.22)         2.49     (6.71) 
---------------------------------  -----------  -----------  --------- 
 

Revenue

The Group's revenue for the six months ended 30 June 2017 was USD 228.53m (1H 2016: USD 49.66m), an increase of USD 178.87m, or USD 26.51m on a like for like basis. The increase in revenues on a like for like basis is primarily on account of capacity additions during the year.

In India, the Group is adopting Ind-AS, (Indian - adoption of International Financial Reporting Standards (IFRS)) for the first time, with effect from 1st April 2016. As part of the first-time adoption, the Group needs to evaluate and align all its accounting treatment under both Ind-AS and IFRS. In the previous year, the Group has reviewed its accounting treatment with respect to revenue recognition and started implementing IFRIC 12 accounting for revenue recognition from Service Concession Arrangements.

Service Concession Arrangements (SCA) apply to all of the Group's current solar projects and certain wind plants on a prospective basis. As per IFRIC 12 accounting, in the previous year the Group has begun recognising construction revenue, which is earned by the Indian holding company, MEIPL, when it constructs assets for its SPVs. In the past construction revenue was not recognised as the same was eliminated as part of Intra-company eliminations. However, as per the current requirements of IFRIC 12 accounting the same are being recognised as Revenue. Consequent to the adoption of IFRIC 12 accounting, assets which qualify for SCA accounting are treated as intangibles/intangibles under development.

The impact in the current half-year financials on account of SCA accounting is given below:

a) Impact on revenue and EBITDA

 
 Particulars               Amount (USD 
                                    m) 
------------------------  ------------ 
 Construction Revenue           152.36 
------------------------  ------------ 
 Construction Cost            (134.89) 
------------------------  ------------ 
 Margin added to EBITDA          17.47 
------------------------  ------------ 
 

b) Impact on Balance Sheet

Assets valued at USD 160.77 m, created based on the Service Concession Arrangement, are classified as intangibles and amortised over a period of 25 years as per Group's accounting policy.

EBITDA

The Group has recorded EBITDA of USD 82.29m for the period (1H 2016: USD 44.60m) up USD 37.69 on a like-for-like basis, an approximate 85% increase, reflecting the increase in revenues and the effects of IFRIC 12 accounting. On a like-for-like basis, the increase over 1H 2016 is USD 20.22m, or 45%.

Finance cost

Financing costs at USD 54.08m were USD 18.29m higher than the prior year due to the increased debt of the recently commissioned capacity leading to higher interest on operating assets commissioned during the past six months, which were under construction during the comparable period last year.

Profit before tax

At a consolidated level the Group recorded a loss before tax (PBT) of USD (6.66m) during the current period against a loss before tax of USD (6.80m) in the corresponding previous period. Change in PBT in the current period is primarily due to the increased revenues being offset by increased depreciation charges as a result of the changes in useful life assessed for the company's asset portfolio, along with increased finance costs as above.

Taxation

The tax credit for the current period was USD 1.16m (1H 2016: USD 1.19m).

Earnings per share:

Basic and diluted earnings /(loss) per share for the six months ended 30 June 2017 was USD (2.98) cents (1H 2016 USD (3.43) cents each) each respectively.

Financial position

The value of our Asset portfolio increased by USD 239.19m to USD 1,447m (31 Dec 2016: USD 1,207.81m), all of which relates to investments made during the last six months in the construction of our new plants.

As discussed above, the adoption of IFRIC 12 accounting policy for some of our assets on a prospective basis means that they are classified as intangible assets and amortised over a period of 25 years. The remainder of our assets are classified as Property, plant and equipment.

 
  Assets                           30 June   31 December 
                                      2017          2016 
-------------------------------  ---------  ------------ 
                                     USD m         USD m 
-------------------------------  ---------  ------------ 
 Property, plant and equipment      620.01        597.22 
-------------------------------  ---------  ------------ 
 Intangible assets                  611.90        440.89 
-------------------------------  ---------  ------------ 
 Other investments                    2.67          0.34 
-------------------------------  ---------  ------------ 
 Other non-current assets            39.25         31.18 
-------------------------------  ---------  ------------ 
 Current assets                     111.99         84.66 
-------------------------------  ---------  ------------ 
 Cash and bank balances 
  including liquid investments       48.84         45.17 
-------------------------------  ---------  ------------ 
 Deferred tax assets                 11.48          8.35 
-------------------------------  ---------  ------------ 
 Total assets                     1,446.14      1,207.81 
-------------------------------  ---------  ------------ 
 

During the period, liabilities increased from USD 1,067.37m to USD 1,302.38m and increase of USD 235.01m, primarily due to increases in long term debt which has been drawn to support construction of the solar projects.

Cash flow

The cash generated from operations during the period was USD 83.67m (1H 2016: inflow USD 16.05m). Investing activities for the current period resulted in a cash outflow of USD 171.33m (1H 2016: outflow of USD 121.79m). Net financing cash inflows were USD 86.78m (1H 2016: inflows of USD 112.13m). At 30 June 2017 the Group had cash and bank balances of USD 48.84m (31 December 2016: USD 45.17m).

Ravi Kailas

Chairman

Mytrah Energy Limited

INDEPENT REVIEW REPORT TO MYTRAH ENERGY LIMITED

Conclusion

We have been engaged by Mytrah Energy Limited ("the Company" or "the Group") to review the consolidated condensed set of financial statements in the half-yearly report for the six months ended 30 June 2017 which comprises the Condensed Consolidated Interim Income Statement, Statement of Other Comprehensive Income, Statement of Financial Position, Statement of Changes in Equity, Statement of Cash Flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly report for the six months ended 30 June 2017 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted by the EU and the AIM Rules.

Scope of review

We conducted our review in accordance with International Standard on Review Engagements (UK and Ireland) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity issued by the Auditing Practices Board for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the half-yearly report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Directors' responsibilities

The half-yearly report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the half-yearly report in accordance with the AIM Rules.

The annual financial statements of the Group are prepared in accordance with International Financial Reporting Standards as adopted by the EU. The directors are responsible for preparing the condensed set of financial statements included in the half-yearly financial report in accordance with IAS 34 as adopted by the EU.

Our responsibility

Our responsibility is to express to the Company a conclusion on the condensed set of financial statements in the half-yearly report based on our review

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the Company in accordance with the terms of our engagement. Our review has been undertaken so that we might state to the Company those matters we are required to state to it in this report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company for our review work, for this report, or for the conclusions we have reached.

29 September 2017

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man

Condensed Consolidated Interim Income Statement for the six months ended 30 June 2017

 
 
                                                Six months    Six months 
                                                     ended         ended 
                                                   30 June       30 June 
                                       Note           2017          2016 
 
Continuing operations                                  USD           USD 
 
Revenue                                   4    228,526,224    49,659,367 
Other operating income                    4      1,507,788       410,011 
Construction cost                            (134,893,991)             - 
Employee benefits expense                      (3,525,318)   (1,080,953) 
Other expenses                            5    (9,324,913)   (4,389,579) 
                                             -------------  ------------ 
Earnings before interest, 
 tax, depreciation and amortisation 
 (EBITDA)                                       82,289,790    44,598,846 
Depreciation and amortisation            11 
 charge                                & 12   (34,986,438)  (10,234,619) 
Equity settled employee benefits                 (858,658)   (1,979,240) 
                                             -------------  ------------ 
Operating profit                                46,444,694    32,384,987 
                                             -------------  ------------ 
 
Finance income                            6      2,244,059     2,971,107 
Finance costs                             7   (54,076,149)  (35,792,568) 
Other finance costs on refinancing        8    (1,263,806)   (6,368,207) 
                                             -------------  ------------ 
Net finance costs                             (53,095,896)  (39,189,668) 
                                             -------------  ------------ 
 
Loss before tax                                (6,651,202)   (6,804,681) 
 
Income tax credit                         9      1,163,961     1,190,819 
 
Loss for the period from 
 continuing operations                         (5,487,241)   (5,613,862) 
                                             -------------  ------------ 
Loss attributable to 
-Owners of the Company                         (4,881,366)   (5,613,862) 
-Non-controlling interest                        (605,875)             - 
 
Earnings / (loss) per share 
-Basic                                   10      (0.02983)      (0.0343) 
-Diluted                                 10      (0.02983)      (0.0343) 
 
 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 
Condensed consolidated interim statement of other 
 comprehensive income for the six months ended 30 
 June 2017 
 
                                                                      Six months 
                                                         Six months        ended 
                                                              ended      30 June 
                                                       30 June 2017         2016 
 
                                                                USD          USD 
Loss for the period                                     (5,487,241)  (5,613,862) 
 
Other comprehensive (loss) / 
 income 
a) Items that will never be reclassified 
 to profit and loss 
       Actuarial gain on employment 
        benefit obligations (note 26)                       142,282      157,657 
 
  b) Items that may be reclassified 
  to profit or loss 
       Change in fair value of available-for-sale 
        financial assets (note 26)                          290,852    (504,762) 
       Foreign currency translation 
        adjustments (note 26)                             6,765,393  (2,077,770) 
 
Total other comprehensive income 
 / (loss)                                                 7,198,527  (2,424,875) 
                                                      -------------  ----------- 
 
Total comprehensive income / 
 (loss) for the period                                    1,711,286  (8,038,737) 
                                                      -------------  ----------- 
 
Total comprehensive income / 
 (loss) attributable to 
 
  *    Owners of the Company                              2,317,161  (8,038,737) 
 
  *    Non-controlling interest                           (605,875)            - 
 
 
 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 
Condensed consolidated interim statement 
 of financial position as at 30 June 2017 
                                   Note           30 June       31 December 
                                                     2017              2016 
                                                      USD               USD 
Assets 
Non-current assets 
Intangible assets                   11        611,901,759       440,884,001 
Property, plant and equipment       12        620,013,822       597,218,572 
Other non-current assets            13         39,253,264        31,183,297 
Other investments                   14          2,666,305           344,355 
Deferred tax assets                 15         11,483,963         8,347,337 
                                         ----------------  ---------------- 
Total non-current assets                    1,285,319,113     1,077,977,562 
Current assets 
Trade receivables                   16         33,898,437        52,491,512 
Other current assets                17         42,000,297        21,463,598 
Current tax assets                  9             121,458                 - 
Current investments                            35,968,854        10,700,833 
Cash and bank balances              18         48,837,239        45,172,919 
                                         ----------------  ---------------- 
Total current assets                          160,826,285       129,828,862 
                                         ----------------  ---------------- 
 
Total assets                                1,446,145,398     1,207,806,424 
                                         ----------------  ---------------- 
 
Liabilities 
Current liabilities 
Borrowings                          19         83,463,985        68,976,071 
Finance lease obligations           20            256,288           218,208 
Trade and other payables            21         41,424,654        26,389,923 
Retirement benefit obligations                     43,875            47,103 
Current tax liabilities             9             812,394           414,987 
                                         ----------------  ---------------- 
Total current liabilities                     126,001,196        96,046,292 
                                         ----------------  ---------------- 
 
Non-current liabilities 
 
Borrowings                          19      1,060,864,438       876,121,830 
Finance lease obligations           20         12,287,063        11,797,678 
Other payables                      21         98,856,866        79,505,674 
Derivative financial instruments    22          3,616,076         3,375,881 
Retirement benefit obligations                    750,287           526,652 
Total non-current liabilities               1,176,374,730       971,327,715 
                                         ----------------  ---------------- 
 
Total liabilities                           1,302,375,926     1,067,374,007 
                                         ----------------  ---------------- 
 
Net assets                                    143,769,472       140,432,417 
 
Equity 
Share capital                       24         72,858,278        72,858,278 
Capital contribution                25         16,721,636        16,721,636 
Retained earnings                             (6,105,508)         1,139,870 
Other reserves                      26        (9,649,582)      (20,432,502) 
                                         ----------------  ---------------- 
Equity attributable to owners 
 of the Company                                73,824,824        70,287,282 
                                         ----------------  ---------------- 
 
Non-controlling interest            27         69,944,648        70,145,135 
 
Total equity                                  143,769,472       140,432,417 
                                         ----------------  ---------------- 
 

These condensed consolidated interim financial statements were approved by the Board of Directors and authorised for use on 29 September 2017.

Signed on behalf of the Board of Directors by:

   Ravi Kailas                                                          Russell Walls 
   Chairman                                                              Director 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

Consolidated statement of changes in equity for the six-month ended 30 June 2017

 
                       Share       Capital        Foreign        Equity     Fair Value    Actuarial     Retained      Capital    Debenture     Share    Non-controlling      Total 
                      capital    contribution     Currency       settled      reserve     valuation     earnings     redemption  redemption   warrant      interests 
                                                translation     employee                   reserve                    reserve     reserve     reserve 
                                                  reserve       benefits 
                                                                 reserve 
-------------------  ----------  ------------  --------------  -----------  -----------  -----------  -------------  ----------  ----------  ---------  ---------------  ------------- 
                        USD          USD            USD            USD          USD          USD           USD          USD         USD         USD           USD             USD 
Balance as at 31 
 December 2015       72,858,278    16,721,636    (40,381,820)    4,744,040      550,420    (278,783)      9,767,315   1,668,045   5,560,906  2,038,960       50,704,983    123,953,980 
Loss for the period           -             -               -            -            -            -    (5,613,862)                                                   -    (5,613,862) 
Foreign currency 
 translation 
 adjustments                  -             -     (2,077,770)            -            -            -              -           -           -          -                -    (2,077,770) 
Issue of shares to 
 NCI                          -             -               -            -            -            -              -           -           -          -                7              7 
Creation of 
 debenture 
 redemption reserve           -             -               -            -            -            -    (1,430,653)           -   1,430,653                           -              - 
Tax on payment 
 towards liability 
 component of CCPS            -             -               -            -            -            -      (423,609)           -           -          -                -      (423,609) 
Actuarial gain/ 
 (loss) on employee 
 benefit 
 obligations                  -             -               -            -            -      157,657              -           -           -          -                -        157,657 
Change in fair 
 value of 
 available-for-sale 
 financial 
 investments                  -             -               -            -    (504,762)            -              -           -           -          -                -      (504,762) 
Equity settled 
 share based 
 payments                     -             -                    2,106,949            -            -              -           -           -          -                -      2,106,949 
-------------------  ----------  ------------  --------------  -----------  -----------  -----------  -------------  ----------  ----------  ---------  ---------------  ------------- 
Balance as at 30 
 June 2016           72,858,278    16,721,636    (42,459,590)    6,850,989       45,658    (121,126)      2,299,191   1,668,045   6,991,559  2,038,960       50,704,990    117,598,590 
-------------------  ----------  ------------  --------------  -----------  -----------  -----------  -------------  ----------  ----------  ---------  ---------------  ------------- 
 
 
Balance as at 31 
 December 2016       72,858,278    16,721,636    (41,298,009)    7,963,103       87,520     (89,359)      1,139,870   3,869,633   6,995,650  2,038,960       70,145,135    140,432,417 
Loss for the period           -             -               -            -            -            -    (4,881,366)           -           -          -        (605,875)    (5,487,241) 
Foreign currency 
 translation 
 adjustments                  -             -       6,765,393            -            -            -              -           -           -          -                -      6,765,393 
Issue of Shares to 
 Non-Controlling 
 Interest                     -             -               -            -            -            -              -           -           -          -          405,388        405,388 
Creation of 
 debenture 
 redemption reserve           -             -               -            -            -            -    (2,364,012)           -   2,364,012          -                -              - 
Actuarial gain/ 
 (loss) on employee 
 benefit 
 obligations                  -             -               -            -            -      142,282              -           -           -          -                -        142,282 
Change in fair 
 value of 
 available-for-sale 
 financial 
 instruments                  -             -               -            -      290,852            -              -           -           -          -                -        290,852 
Equity settled 
 share based 
 payments                     -             -               -    1,220,381            -            -              -           -           -          -                -      1,220,381 
-------------------  ----------  ------------  --------------  -----------  -----------  -----------  -------------  ----------  ----------  ---------  ---------------  ------------- 
Balance as at 30 
 June 2017           72,858,278    16,721,636    (34,532,616)    9,183,484      378,372       52,923    (6,105,508)   3,869,633   9,359,662  2,038,960       69,944,648    143,769,472 
-------------------  ----------  ------------  --------------  -----------  -----------  -----------  -------------  ----------  ----------  ---------  ---------------  ------------- 
 

The accompanying notes form an integral part of these condensed consolidated interim financial statements.

 
Condensed consolidated interim statement of cash 
 flow for the six months ended 30 June 2017 
                                             Six months      Six months 
                                                  ended           ended 
                                                30 June         30 June 
                                                   2017            2016 
                                                    USD             USD 
Cash flow from operating activities 
Loss before tax                             (6,651,202)     (6,804,681) 
Adjustments: 
Equity settled employee benefits                858,658       1,979,240 
Depreciation and amortisation                34,986,438      10,234,619 
Interest income                             (1,107,777)     (1,255,679) 
Finance costs including other 
 finance costs on refinancing                55,339,955      42,160,774 
Finance lease income                          (296,153)       (223,606) 
Advances written off                          (238,235)         422,933 
Provision of trade receivables                        -         100,722 
Loss on sale of property, 
 plant and equipment                              6,184             211 
Gain on disposal of available-for- 
 sale financial investments                   (774,594)     (1,464,920) 
Fair valuation of derivative 
 financial instruments                           74,760          49,585 
Operating cash flow before 
 working capital changes                     82,198,034      45,199,198 
Movements in working capital: 
Decrease / (Increase) in trade 
 receivables and unbilled revenue             5,408,249    (28,299,120) 
Increase in inventories                               -       (260,725) 
Increase in other assets                    (4,082,108)       (385,101) 
Increase / (Decrease) in trade 
 and other payables                           1,297,220       (201,133) 
                                         --------------  -------------- 
Cash generated from operations               84,821,395      16,053,119 
Income tax paid                             (1,154,389)     (2,647,605) 
                                         --------------  -------------- 
Net cash generated from operating 
 activities (A)                              83,667,006      13,405,514 
 
Cash flow from investing activities 
 Purchase of property, plant 
  and equipment, net                      (144,397,624)   (178,199,433) 
(Investment in) / proceeds 
 from sale mutual funds - net              (23,315,959)      32,748,033 
Deposits (placed) / redeemed 
 with banks                                 (4,571,509)      22,633,306 
Interest income received                        955,236       1,032,074 
                                         --------------  -------------- 
Net cash used in investing 
 activities (B)                           (171,329,856)   (121,786,020) 
 
Cash flow from financing activities 
Payment towards liability 
 component of CCPS                                    -     (2,504,449) 
Proceeds from issue of shares 
 to non-controlling interest                    405,388               7 
Proceeds from borrowings                    251,068,498     493,378,680 
Repayment of borrowings                    (97,825,631)   (336,745,127) 
Interest paid                              (66,865,467)    (41,998,587) 
                                         --------------  -------------- 
Net cash flow from financing 
 activities (C)                              86,782,788     112,130,524 
 
Net (decrease) / increase 
 in cash and cash equivalents 
 (A+B+C)                                      (880,062)       3,750,018 
Cash and cash equivalents 
 at beginning of the period                  13,300,995       5,910,786 
Effect of exchange rate fluctuations            658,178       (149,095) 
                                         --------------  -------------- 
Cash and cash equivalents 
 at end of the period (refer 
 note18)                                     13,079,111       9,511,709 
                                         --------------  -------------- 
 
 

Notes to the condensed consolidated interim financial statements for the six months ended 30 June 2017

   1.   General information 

Mytrah Energy Limited ("MEL" or the "Company" or the "Parent Company") is a non-cellular company, liability limited by shares, incorporated on 13 August 2010 under the Companies (Guernsey) Law, 2008 and is listed on AIM of the London Stock Exchange. The address of the registered office is PO Box 156, Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4EU. The Company has the following subsidiary undertakings, (together the "Group" or the "Company"), all of which are directly or indirectly held by the Company, for which condensed consolidated interim financial statements are being prepared, as set out below:

 
 Sl. No.   Subsidiaries          Country of          Date of       Proportion of ownership interest       Activity 
                                incorporation     Incorporation             / voting power 
                                or residence 
--------  ------------------  ----------------  ----------------  ----------------------------------  ---------------- 
                                                                       30 June         31 December 
                                                                         2017             2016 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
           Bindu Vayu 
           (Mauritius)                                                                                   Investment 
 1.        Limited ("BVML")       Mauritius       15 June 2010         100.00            100.00            company 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
           Mytrah Energy 
           (Singapore) Pte.                                                                              Investment 
 2.        Limited ("MESPL")      Singapore      16 August 2013        100.00            100.00            company 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 3.        Cygnus Capital         Singapore       19 March 2014           -                 -           Refer Note 1 
           (Singapore) Pte. 
           Limited 
           ("CCSPL")(1) 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 4.        Mytrah Energy          Singapore       10 April 2014           -                 - 
           Capital Pte. 
           Limited 
           ("MECPL")(1) 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 5.        Mytrah Energy            India          12 November          99.99             99.99           Operating 
           (India) Private                            2009                                                 company 
           Limited ("MEIPL") 
           (formerly 'Mytrah 
           Energy (India) 
           Limited') 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 6.        Bindu Vayu Urja          India        5 January 2011        100.00            100.00           Operating 
           Private Limited                                                                                 company 
           ("BVUPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 7.        Mytrah Vayu Urja         India          24 November         100.00            100.00           Operating 
           Private Limited                            2011                                                 company 
           ("MVUPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 8.        Mytrah Vayu              India          21 December         100.00            100.00           Operating 
           (Pennar) Private                           2011                                                 company 
           Limited ("MVPPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 9.        Mytrah Vayu              India          24 December         100.00            100.00           Operating 
           (Gujarat) Private                          2011                                                 company 
           Limited ("MVGPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 10.       Mytrah                   India         29 March 2012        100.00            100.00           Operating 
           Engineering &                                                                                   company 
           Infrastructure 
           Private Limited 
           ("ME&IPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 11.       Mytrah                   India         30 March 2012        100.00            100.00           Operating 
           Engineering                                                                                     company 
           Private Limited 
           ("MEPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 12.       Mytrah Vayu              India         18 June 2012         100.00            100.00           Operating 
           (Krishna) Private                                                                               company 
           Limited ("MVKPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 13.       Mytrah Vayu              India         18 June 2012          64.43             70.49           Operating 
           (Manjira) Private                                                                               company 
           Limited ("MVMPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 14.       Mytrah Vayu              India         22 June 2012         100.00            100.00           Operating 
           (Bhima) Private                                                                                 company 
           Limited ("MVBPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 15.       Mytrah Vayu              India         22 June 2012         100.00            100.00           Operating 
           (Indravati)                                                                                     company 
           Private Limited 
           ("MVIPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
           Mytrah Power 
           (India) Limited                        12 September                                            Operating 
 16.       ("MPIL")                 India             2013             100.00            100.00            company 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 17.       Mytrah Vayu              India          21 February         100.00            100.00           Operating 
           (Godavari)                                 2014                                                 company 
           Private Limited 
           ("MVGoPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 18.       Mytrah Tejas             India        22 August 2014        100.00            100.00           Operating 
           Power Private                                                                                   company 
           Limited ("MTPPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 19.       Mytrah Vayu (Som)        India         30 March 2015        100.00            100.00           Operating 
           Private Limited                                                                                 company 
           ("MVSPL) 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 20.       Mytrah Vayu              India         30 March 2015        100.00             95.00           Operating 
           (Tungabhadra)                                                                                   company 
           Private Limited 
           ("MVTPL) 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 21.       Mytrah Aadhya            India         16 July 2015          99.90             99.90           Operating 
           Power Private                                                                                   company 
           Limited 
           ("MAADPPL") 
--------  ------------------  ----------------  ----------------  ----------------  ----------------  ---------------- 
 

1. General information (continued)

 
 Sl. No.     Subsidiaries       Country of          Date of        Proportion of ownership interest       Activity 
                               incorporation     Incorporation              / voting power 
                               or residence 
---------  ----------------  ----------------  -----------------  ----------------------------------  ---------------- 
                                                                                       31 December 
                                                                    30 June 2017          2016 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
            Nidhi Wind 
             Farms Private 
             Limited                                                                                      Operating 
 22.         ("NWFPL")             India          16 July 2010         100.00            100.00            company 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 23.        Mytrah Aakash          India          09 September         100.00            100.00           Operating 
             Power Private                            2015                                                 company 
             Limited 
             ("MAAKPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 24.        Mytrah Agriya          India        04 January 2016        100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("MAGRPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 25.        Mytrah Abhinav         India        04 January 2016        100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("'MABHPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 26.        Mytrah Adarsh          India        04 January 2016        100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("MADAPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 27.        Mytrah Advaith         India        04 January 2016        100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("MADVPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 28.        Mytrah Akshaya         India          02 June 2016          99.90             99.90           Operating 
             Energy Private                                                                                company 
             Limited 
             ("MAKEPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 29.        Mytrah Ainesh          India          10 June 2016         100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("MAIPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 30.        Mytrah Bhannuj         India          29 July 2016         100.00            100.00           Operating 
             Power Private                                                                                 company 
             Limited 
             ("MBHAPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 31.        Mytrah                 India         01 August 2016         73.50             73.50           Operating 
             Bhagiratha                                                                                    company 
             Power Private 
             Limited 
             ("MBHGPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 32.        Mytrah Vayu            India          23 September         100.00            100.00           Operating 
             (Arkavati)                               2016                                                 company 
             Private 
             Limited 
             ("MVARPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 33.        Mytrah Vayu            India        05 October 2016        100.00            100.00           Operating 
             (Hemavati)                                                                                    company 
             Private 
             Limited 
             ("MVHPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 34.        Mytrah Vayu            India        25 October 2016        100.00            100.00           Operating 
             (Narmada)                                                                                     company 
             Private 
             Limited 
             ("MVNPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 35.        Mytrah                 India          27 May 2010           96.00               -             Operating 
             N4Electric                                                                                    company 
             Private 
             Limited 
             ("MNE4PL") (2) 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 36.        Mytrah Vayu            India        16 February 2017       100.00               -             Operating 
             (Saraswati)                                                                                   company 
             Private 
             Limited 
             ("MVSWPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 37.        Mytrah Surya           India        23 February 2017       100.00               -             Operating 
             Energy Private                                                                                company 
             Limited 
             ("MSUEPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 38.        Mytrah Vayu            India        23 February 2017       100.00               -             Operating 
             (Gomati)                                                                                      company 
             Private 
             Limited 
             ("MVGMPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 39.        Mytrah Vayu            India          23 February          100.00               -             Operating 
             (Netravati)                              2017                                                 company 
             Private 
             Limited 
             ("MVNTPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 40.        Mytrah Aditya          India          27 February          100.00               -             Operating 
             Energy Private                           2017                                                 company 
             Limited 
             ("MAEPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 41.        Mytrah Vayu            India         02 March 2017         100.00               -             Operating 
             (Sabarmati)                                                                                   company 
             Private 
             Limited 
             ("MVSBPPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 42.        Mytrah Vayu            India          23 May 2017          100.00               -             Operating 
             (Vedavati)                                                                                    company 
             Private 
             Limited 
             ("MVVDPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 43.        Mytrah Vayu            India          23 May 2017          100.00               -             Operating 
             (Maansi)                                                                                      company 
             Private 
             Limited 
             ("MVMAPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 44.        Mytrah Vayu            India          01 June 2017         100.00               -             Operating 
             (Amaravati)                                                                                   company 
             Private 
             Limited 
             ("MVAMPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 45.        Mytrah Vayu            India          24 June 2017         100.00               -             Operating 
             (Kaveri)                                                                                      company 
             Private 
             Limited 
             ("MVKVPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 46.        Mytrah Vayu            India          27 June 2017         100.00               -             Operating 
             (Palar)                                                                                       company 
             Private 
             Limited 
             ("MVPLPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 47.        Mytrah Vayu            India          27 June 2017         100.00               -             Operating 
             (Adayar)                                                                                      company 
             Private 
             Limited 
             ("MVADPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 48.        Mytrah Vayu            India          28 June 2017         100.00               -             Operating 
             (Parbati)                                                                                     company 
             Private 
             Limited 
             ("MVPBPL") 
---------  ----------------  ----------------  -----------------  ----------------  ----------------  ---------------- 
 

1. General information (continued)

 
 Sl.    Subsidiaries          Country             Date of              Proportion of       Activity 
  No.                          of incorporation    Incorporation     ownership interest 
                               or residence                            / voting power 
-----  --------------------  ------------------  ---------------  ----------------------  ---------- 
                                                                   30 June   31 December 
                                                                    2017      2016 
-----  --------------------  ------------------  ---------------  --------  ------------  ---------- 
        Mytrah Vayu 
         (Tapti) Private                          29 June                                  Operating 
 49.     Limited ("MVTPPL")   India                2017            100.00    -              company 
-----  --------------------  ------------------  ---------------  --------  ------------  ---------- 
        Mytrah Vayu 
         (Chitravati) 
         Private Limited                          27 June                                  Operating 
 50.     ("MVCPL")            India                2017            100.00    -              company 
-----  --------------------  ------------------  ---------------  --------  ------------  ---------- 
        Mytrah Vayu 
         (Bhavani) Private                        24 June                                  Operating 
 51.     Limited (MVBHAPL)    India                2017            100.00    -              company 
-----  --------------------  ------------------  ---------------  --------  ------------  ---------- 
        Mytrah Ujjval 
         Power Private                            14 February                              Operating 
 52      Limited ("MUPPL")    India                2017            49.00     -              company 
-----  --------------------  ------------------  ---------------  --------  ------------  ---------- 
 

(1) Wound off against application by the Group to concerned authority with effect from 02 January 2016.

(2) Acquired by the group on 27 January 2017.

The principal activity of the Group is to own and operate wind and solar energy farms as a leading independent power producer ("IPP") and to engage in the sale of energy to the Indian market through the Company's subsidiaries.

   2.   Adoption of new and revised standards and interpretations 

2.1 New and amended standards adopted during the period:

The Group has adopted the following new standards and amendments, including any consequential amendments to other standards with date of initial application of 1 January 2017:

 
 Standard or interpretation                                       Effective for reporting periods starting on or after 
---------------------------------------------------------------  ----------------------------------------------------- 
 Disclosure Initiative (Amendments to IAS 7)                      Annual periods beginning on or after 1 January 2017 
---------------------------------------------------------------  ----------------------------------------------------- 
 Recognition of Deferred Tax Assets for Unrealised Losses         Annual periods beginning on or after 1 January 2017 
 (Amendments to IAS 12) 
---------------------------------------------------------------  ----------------------------------------------------- 
 Annual Improvements to IFRSs 2014-2016 Cycle - various           Annual periods beginning on or after 1 January 2017 
 standards (Amendments to IFRS 12) 
---------------------------------------------------------------  ----------------------------------------------------- 
 

Based on the Group's current business model and accounting policies the adoption of these standards or Interpretations did not have a material impact on the condensed consolidated interim financial statements of the Group.

2.2 New standards and interpretations not yet adopted:

At the date of authorisation of these condensed consolidated interim financial statements, the following standards and interpretations, have not been applied in these financial statements, were in issue but not yet effective. The Group is in the process of evaluating the impact of the following new standards on its condensed consolidated interim financial statements.

IFRS 9 Financial instruments

IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS 9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward the guidance on recognition and derecognition of financial instruments from IAS 39. IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption period.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer loyalty Programmes. IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018, with early adoption permitted.

IFRS 16 Leases

In January 2016, the IASB issued a new standard, IFRS 16, "Leases". The new standard brings most leases on-balance sheet for lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however, remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17, 'Leases', and related interpretations and is effective for actual period beginning on after 01 January 2019, not yet endorsed by European Union(EU). Earlier adoption of IFRS 16 is permitted if IFRS 15, 'Revenue from Contracts with Customers', has also been applied.

2.2 New standards and interpretations not yet adopted: (continued)

At the date of authorisation of these financial statements, the following Standards and relevant Interpretations, have not been applied in these condensed consolidated interim financial statements and were effective for the actual period beginning on or after the below mentioned respective dates, but not yet endorsed by EU.

 
 IASB effective     Standard                                 EU effective 
  date                                                        date 
-----------------  ---------------------------------------  ------------- 
 1 January          Classification and Measurement           Not yet 
  2018               of Share-based Payment Transactions      endorsed 
                     (Amendments to IFRS 2) 
-----------------  ---------------------------------------  ------------- 
 1 January          Applying IFRS 9 Financial instruments    Not yet 
  2018               with IFRS 4 Insurance contracts          endorsed 
                     (Amendments to IFRS 4) 
-----------------  ---------------------------------------  ------------- 
 1 January          Annual improvement's to IFRSs            Not yet 
  2018               2014-2016 Cycle (Amendments to           endorsed 
                     IFRS 1 First-time Adoption of 
                     IFRSs and IAS 28 Investment in 
                     Associates and Joint Ventures) 
-----------------  ---------------------------------------  ------------- 
 1 January          IFRIC 22 Foreign Currency Transactions   Not yet 
  2018               and Advance consideration                endorsed 
-----------------  ---------------------------------------  ------------- 
 To be Determined   Sale or Contribution of Assets           Not yet 
                     between an Investor and its Associate    endorsed 
                     or Joint Venture (Amendments 
                     to IFRS 10 and IAS 28) 
-----------------  ---------------------------------------  ------------- 
 
   3.   Significant accounting policies 
   a)   Basis of preparation 

The condensed consolidated interim financial statements of the Group have been presented for the six months ended 30 June 2017 in accordance with IAS 34 'Interim Financial Reporting' as adopted by the European Union.

The condensed consolidated interim financial statements should be read in conjunction with the annual financial statements for the year ended 31 December 2016, which have been prepared in accordance with International Financial Reporting Standards ("IFRS's") as adopted by the European Union. The condensed consolidated interim financial statements have been reviewed, not audited and were approved for issue by the Board on 29 September 2017. The financial information contained in this report does not constitute statutory accounts as defined by sections 243-245 of the Companies (Guernsey) Law 2008. A copy of the Group's audited statutory accounts for the year ended 31 December 2016 can be obtained from the Company's website or writing to the Company Secretary. The independent auditor's report on those accounts was unqualified and did not include a reference to any matters which the auditors drew attention by way of emphasis without qualifying the report and did not contain a statement under 263 (3) of the Companies (Guernsey) Law 2008. The condensed consolidated interim financial statements have been prepared on the basis of accounting policies set out in the annual report for the year ended 31 December 2016.

Refer note 2 for the new accounting standards/interpretations adopted with an initial application of 1 January 2017.

   b)   Going concern 

The Directors have considered the financial position of the Group, its cash position and the undrawn credit facilities as at the date of these condensed consolidated interim financial statements. The Directors have, at the time of approving the condensed consolidated interim financial statements, a reasonable expectation that the Group has adequate resources to continue its operational existence for a foreseeable future. Thus, they continue to adopt the going concern basis of accounting in preparing these condensed consolidated interim financial statements.

   c)   Foreign currencies 

These condensed consolidated interim financial statements are presented in United States Dollar ("USD"), which is the presentational currency of the Company, as the financial statements will be used by international investors and other stakeholders as the Company's shares are listed on AIM. The functional currency of the parent company is Pound Sterling ("GBP"). The functional currency of all subsidiaries listed in note 1 is Indian Rupee ("INR"), except for BVML and MESPL which are determined as USD.

3. Significant accounting policies (continued)

   c)   Foreign currencies (continued) 

In preparing the financial statements of each individual group entity, transactions in currencies other than the entity's functional currency (foreign currencies) are recognised at the rates of exchange prevailing at the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing at that date. Non-monetary items carried at fair value that are denominated in foreign currencies are retranslated at the rates prevailing at the date when the fair value was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not retranslated.

Exchange differences on monetary items are recognised in income statement in the period. For the purposes of presenting condensed consolidated interim financial statements, the assets and liabilities of the Group's foreign operations are translated into US dollars (USD) using exchange rates prevailing at the end of each reporting period. Income and expense items are translated at the average exchange rates for the period, unless exchange rates fluctuate significantly during that period, in which case the exchange rates at the dates of the transactions are used. Exchange differences arising, if any, are recognised in other comprehensive income and accumulated in equity.

The exchange rates used to translate the financial information of the subsidiaries into USD were as follows:

 
                            Six months   Six months     Year ended 
                                 ended        ended    31 December 
                               30 June      30 June           2016 
                                  2017         2016 
-------------------------  -----------  -----------  ------------- 
 USD: INR exchange rates 
 Closing rate                  64.6608      67.6083        67.8080 
 Average rate                  65.6308      67.2805        67.0887 
-------------------------  -----------  -----------  ------------- 
 
 USD: GBP exchange rates 
 Closing rate                   1.3002       1.3393         1.2336 
 Average rate                   1.2584       1.4339         1.3552 
-------------------------  -----------  -----------  ------------- 
 
   d)   Use of estimates and judgments 

In preparing these condensed consolidated interim financial statements, management has made judgments, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets and liabilities, income and expense. Actual results may differ from these estimates.

The significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied during the year ended 31 December 2016, with the exception of the new standards adopted as per note 2.

   e)   Measurement of fair value 

A number of the Group's accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. This includes a Financial reporting team along with an independent external valuation team that has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to the Chief Financial Officer ("CFO").

f) Determination if the arrangement meets the definition of a service concession under IFRIC 12 Service Concession Arrangements

Management had assessed the applicability of IFRIC 12: Service Concession Arrangements for certain arrangements. In assessing the applicability, management had exercised significant judgement in relation to the underlying ownership of the assets, the ability to enter into Power Purchase Arrangements ('PPA') with any customer and ability to determine prices and concluded that the arrangements do not meet the criteria for service concession arrangements in the past.

In the previous year, as a result of review of useful lives of Property Plant and Equipment ('PPE'), based on technical evaluation, wherever the estimated economic life of wind and solar projects are in line with the PPA period i.e 25 years, management has adopted IFRIC 12 prospectively for such wind and solar assets. Management believe that the financial statements will provide more reliable and relevant information with the application of IFRIC 12.

3. Significant accounting policies (continued)

f) Determination if the arrangement meets the definition of a service concession under IFRIC 12 Service Concession Arrangements - (continued)

In assessing the applicability of IFRIC 12, Management has exercised significant judgement in relation to (i) the arrangements that are covered under the scope of the accounting for service concessions which in turn depends on the specific terms and conditions of the power purchase agreements with the counter parties and estimates of the life of the related assets, (ii) the understanding of the nature of the payments in order to determine the classification of the service concession arrangement as a financial asset or as an intangible asset and (iii) the recognition of the revenue from construction including the timing and related margin to be recognized.

   4.   Revenue 
 
The Group's revenue from continuing 
 operations is as follows: 
                                       ----------------  ---------- 
                                                         Six months 
                                                              ended 
                                       Six months ended     30 June 
                                           30 June 2017        2016 
                                                    USD         USD 
                                       ----------------  ---------- 
Sale of electricity                          68,797,479  44,660,495 
Generation based incentive 
 (1)                                          6,384,438   4,194,665 
Sale of renewable energy 
 certificates                                   950,668     795,311 
Construction revenue (2)                    152,363,962           - 
Sale of verified carbon 
 units                                           29,677       8,896 
Total revenue                               228,526,224  49,659,367 
 
Finance income (note 6)                       2,244,059   2,971,107 
Other operating income                        1,507,788     410,011 
-------------------------------------  ----------------  ---------- 
Total income                                232,278,071  53,040,485 
-------------------------------------  ----------------  ---------- 
 

(1) Generation based incentive are recognised on fulfilment of eligibility criteria prescribed under Indian Renewable Energy Development Agency Limited - Generation Based Incentives Scheme.

(2) The amount of revenue, corresponding cost and margin recorded in the statement of consolidated income statement on account of exchange of construction services for an intangible asset under service concession arrangement is USD 152,363,962 and USD 134,893,991.

5. Other expenses include costs relating to operation and maintenance USD 5,577,987 (30 June 2016: USD 2,502,459), Rent USD 758,751 (30 June 2016: USD 766,693), Insurance USD: 702,723 (30 June 2016: USD 305,222), write-off of doubtful advances USD 238,235 (30 June 2016: USD 422,933) and GBI registration fee USD 84,874 (30 June 2016: USD 418,765)

   6.   Finance income 
 
                                          Six months  Six months 
                                               ended       ended 
                                             30 June     30 June 
                                                2017        2016 
                                                 USD         USD 
                                          ----------  ---------- 
Interest income                            1,107,777   1,255,679 
Loss on derivative instruments 
 - compulsory convertible preference 
 shares                                     (74,760)    (49,585) 
Finance income on security 
 deposits                                    296,153     223,606 
Gain on disposal of available-for-sale 
 investments                                 774,594   1,464,920 
Others                                       140,295      76,487 
                                          ----------  ---------- 
Total finance income                       2,244,059   2,971,107 
                                          ----------  ---------- 
 
   7.   Finance costs 
 
                                       Six months    Six months 
                                            ended         ended 
                                          30 June       30 June 
                                             2017          2016 
                                              USD           USD 
                                     ------------  ------------ 
Interest on borrowings               (59,657,373)  (47,540,694) 
Interest on liability portion 
 of CCPS                                (126,751)     (247,287) 
Other borrowing costs(1)              (3,546,387)   (2,947,899) 
Total interest expense               (63,330,511)  (50,735,880) 
                                     ------------  ------------ 
Less: amount included in 
 the cost of qualifying assets(2)       9,254,362    14,943,312 
                                     ------------  ------------ 
Total finance cost recognised 
 in the income statement             (54,076,149)  (35,792,568) 
                                     ------------  ------------ 
 
   7.     Finance costs (continued) 

(1) Includes finance cost on finance lease obligations USD 749,471 (30 June 2016: USD 555,439).

(2) Amounts included in the cost of qualifying assets during the period arose on borrowings sanctioned for the purpose of financing construction of a qualifying asset and it represents the actual borrowing costs incurred on those borrowings, calculated using the effective interest rate method.

   8.   Other finance costs on refinancing 
 
                           Six months   Six months 
                                ended        ended 
                              30 June      30 June 
                                 2017         2016 
                                  USD          USD 
                          -----------  ----------- 
Loan refinancing costs    (1,263,806)  (6,368,207) 
                          -----------  ----------- 
Total                     (1,263,806)  (6,368,207) 
                          -----------  ----------- 
 

Loan refinancing costs represents the cost of prepayment and unamortized transaction costs incurred upon refinancing the existing senior term loans.

   9.   Taxation 
 
                               Six months   Six months 
                                    ended        ended 
                                  30 June      30 June 
                                     2017         2016 
                                      USD          USD 
                              -----------  ----------- 
Current tax/ MAT expense      (1,526,022)  (1,656,257) 
Deferred tax benefit (note 
 15)                            2,689,983    2,847,076 
                              -----------  ----------- 
Income tax credit               1,163,961    1,190,819 
                              -----------  ----------- 
 

The Company is exempt from Guernsey income tax under the Income Tax (Exempt bodies) (Guernsey) Ordinance, 1989 and is subject to an annual fee. As such, the Company's tax liability is zero. However, considering that the Company's operations are entirely based in India, the effective tax rate of the Group of 17.5% has been computed based on the current tax rates prevailing in India.

Indian companies are subject to corporate income tax or Minimum Alternate Tax ("MAT"). If MAT is greater than corporate income tax then MAT is levied. The Company has recognised MAT/ current tax of USD 1,526,022 (30 June 2016: USD 1,656,257) as MAT is greater than corporate income tax for the current period.

Income tax expense recognised for the period is reconciled to loss before tax as per the income statement as follows:

 
                             Six months   Six months 
                                  ended        ended 
                                30 June      30 June 
                                   2017         2016 
                                    USD          USD 
                            -----------  ----------- 
Loss before tax             (6,651,202)  (6,804,681) 
Enacted tax rates                34.61%       34.61% 
Expected tax expense                  -            - 
 
Effect of: 
Deferred tax                  2,457,890    1,710,693 
Current tax /MAT expense    (1,526,022)  (1,656,257) 
MAT credit                      232,093    1,136,383 
                            -----------  ----------- 
Tax credit                    1,163,961    1,190,819 
                            -----------  ----------- 
 

Tax assets / liabilities recognised in the consolidated statement of financial position:

 
 
                              As at         As at 
                            30 June   31 December 
                               2017          2016 
                                USD           USD 
                           --------  ------------ 
 
Current tax assets          121,458             - 
 
Current tax liabilities     812,394       414,987 
 

10. Earnings per share

Basic earnings per share is calculated by dividing profit attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period.

 
                                                                       Six months ended  Six months ended 
                                                                           30 June 2017      30 June 2016 
                                                                                    USD               USD 
                                                                       ----------------  ---------------- 
Basic and diluted: 
Loss for the period                                                         (4,881,366)       (5,613,862) 
 
Weighted average number of ordinary shares (basic)                          163,636,000       163,636,000 
Add: Effect of weighted average number of share options outstanding                   -                 - 
Weighted average number of ordinary shares (diluted)                        163,636,000       163,636,000 
 
Basic loss per share                                                          (0.02983)          (0.0343) 
Diluted loss per share                                                        (0.02983)          (0.0343) 
                                                                       ----------------  ---------------- 
 

As at 30 June 2017, 36,340,389 potential ordinary shares (includes CCPS, share options and share warrants) (30 June 2016: 36,340,389) were excluded from the diluted weighted average number of shares calculation because their effect would have been anti-dilutive.

The average market value of the Company's shares for the purpose of calculating the dilutive effect of share options was based on quoted market prices for the year during which the shares and share options were outstanding.

11. Intangible assets

Intangible assets primarily comprise of application software and assets under IFRIC 12.

 
                                              Intangibles 
                                            under Service      Intangible 
                             Application       Concession    assets under 
                                Software     Arrangements     development            Total 
                                     USD              USD             USD              USD 
--------------------------  ------------  ---------------  --------------  --------------- 
 
 Opening cost as 
  at 1 January 2016              831,983                -               -          831,983 
 Additions                        77,353                -               -           77,353 
 Exchange difference            (18,615)                -               -         (18,615) 
--------------------------  ------------  ---------------  --------------  --------------- 
 Balance as at 
  30 June 2016                   890,721                -               -          890,721 
 
 Accumulated amortization 
  as at 
  1 January 2016 
 Balance at the 
  beginning of the 
  year                           636,735                -               -          636,735 
 Charge for the 
  period                          96,408                -               -           96,408 
 Exchange differences           (14,427)                -               -         (14,427) 
--------------------------  ------------  ---------------  --------------  --------------- 
 Balance as at 
  30 June 2016                   718,716                -               -          718,716 
--------------------------  ------------  ---------------  --------------  --------------- 
 Net value as at 
  30 June 2016                   172,005                -               -          172,005 
--------------------------  ------------  ---------------  --------------  --------------- 
 Net value as at 
  31 December 2015               195,248                -               -          195,248 
--------------------------  ------------  ---------------  --------------  --------------- 
 
 Opening cost as 
  at 1 January 2017              958,250      406,861,656      48,303,304      456,123,210 
 Additions                        74,062                -     160,771,887      160,845,949 
 Transfer in / 
  (out)                                -      116,237,804   (116,237,804)                - 
 Exchange difference              47,752       21,546,984       3,019,176       24,613,912 
--------------------------  ------------  ---------------  --------------  --------------- 
 Balance as at 
  30 June 2017                 1,080,064      544,646,444      95,856,563      641,583,071 
 
 Accumulated amortization 
  as at 
  1 January 2017 
 Balance at the 
  beginning of the 
  year                           760,724       14,478,486               -       15,239,210 
 Charge for the 
  period                          39,096       13,458,771               -       13,497,867 
 Exchange differences             37,612          906,623               -          944,235 
--------------------------  ------------  ---------------  --------------  --------------- 
 Balance as at 
  30 June 2017                   837,432       28,843,880               -       29,681,312 
 Net value as at 
  30 June 2017                   242,632      515,802,564      95,856,563      611,901,759 
--------------------------  ------------  ---------------  --------------  --------------- 
 Net value as at 
  31 December 2016               197,526      392,383,170      48,303,304      440,884,001 
--------------------------  ------------  ---------------  --------------  --------------- 
 

12. Property Plant and equipment

 
               Furniture                                                                          Assets under   Assets under 
                     and     Office    Land and     Plant and                          Leasehold       finance      course of 
                fittings  equipment   buildings     Machinery  Computers  Vehicles  improvements         lease   construction          Total 
                     USD        USD         USD           USD        USD       USD           USD           USD            USD            USD 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
Opening cost 
 as at 
 1 January 
 2016            149,065    277,224   4,067,974   534,052,840    306,642   543,281       278,207    33,631,173    248,033,551    821,339,957 
Additions         10,159     41,694           -             -    106,549     1,772        44,398    22,451,132    195,642,595    218,298,299 
Transfer in / 
 (out)                 -          -  14,159,442   311,975,872          -         -             -             -  (326,135,314)              - 
Deletions              -      (149)           -      (30,771)          -         -             -             -              -       (30,920) 
Exchange 
 difference      (3,317)    (6,279)   (157,836)  (13,220,695)    (7,240)  (11,920)       (6,314)     (846,163)    (4,800,451)   (19,060,215) 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
Balance as at 
 30 June 2016    155,907    312,490  18,069,580   832,777,246    405,951   533,133       316,291    55,236,142    112,740,381  1,020,547,121 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
 
Accumulated 
 depreciation 
 as at 1 
 January 2016     94,735    116,740     114,102    38,171,857    223,894   282,140       115,238     2,291,049              -     41,409,755 
Depreciation 
 for the 
 period           17,473     28,336      42,827     9,104,073     30,156    49,342        18,698       924,148              -     10,215,053 
Deletions              -       (81)           -      (28,848)          -         -             -             -              -       (28,929) 
Exchange 
 difference      (2,162)    (2,696)     (2,709)     (880,880)    (5,055)   (6,425)       (2,617)      (95,045)              -      (997,589) 
Balance as at 
 30 June 2016    110,046    142,299     154,220    46,366,202    248,995   325,057       131,319     3,120,152              -     50,598,290 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
Net book 
 value as at 
 30 June 2016     45,861    170,191  17,915,360   786,411,044    156,956   208,076       184,972    52,115,990    112,740,381    969,948,831 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
Net book 
 value as at 
 31 December 
 2015             54,330    160,484   3,953,872   495,880,983     82,748   261,141       162,969    31,340,124    248,033,551    779,930,202 
-------------  ---------  ---------  ----------  ------------  ---------  --------  ------------  ------------  -------------  ------------- 
 

12. Property Plant and equipment (continued)

 
                                                                                                         Assets 
               Furniture                                                                                  under   Assets under 
                     and     Office      Land and     Plant and                          Leasehold      finance      course of 
                fittings  equipment     buildings     Machinery  Computers  Vehicles  improvements        lease   construction           Total 
                     USD        USD           USD           USD        USD       USD           USD          USD            USD             USD 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
Opening cost 
 as at 
 1 January 
 2017            171,569    323,516    25,810,986   539,249,268    462,064   582,660       332,625   54,891,647     47,745,617     669,569,952 
Additions         30,610     34,602    10,971,487             -     81,386    94,515         9,903      206,924      3,927,355      15,356,782 
Transfer in / 
 (out)                 -          -             -     1,954,037          -         -             -            -    (1,954,037)               - 
Deletions              -          -      (41,283)      (44,889)          -         -             -            -              -        (86,172) 
Exchange 
 difference        8,810     16,265     1,420,275    26,275,491     23,711    29,778        16,339    2,674,842      2,353,524      32,819,035 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
Balance as at 
 30 June 2017    210,989    374,383    38,161,465   567,433,907    567,161   706,953       358,867   57,773,413     52,072,459     717,659,597 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
 
Accumulated 
 depreciation 
 as at 1 
 January 2017    125,475    171,753       214,349    66,981,764    273,662   332,538       153,210    4,098,629              -      72,351,380 
Depreciation 
 for the 
 period           20,704     33,070       143,728    19,683,376     34,988    55,976        23,599    1,493,130              -      21,488,571 
Deletions              -          -             -      (37,545)          -         -             -            -              -        (37,545) 
Exchange 
 difference        6,418      8,856        12,589     3,554,932     13,845    17,025         7,811      221,893              -       3,843,369 
Balance as at 
 30 June 2017    152,597    213,679       370,666    90,182,527    322,495   405,539       184,620    5,813,652              -      97,645,775 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
Net book 
 value as at 
 30 June 2017     58,392    160,704    37,790,799   477,251,380    244,666   301,414       174,247   51,959,761     52,072,459     620,013,822 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
Net book 
 value as at 
 31 December 
 2016             46,094    151,673    25,596,637   472,267,504    188,402   250,122       179,415   50,793,018     47,745,617     597,218,572 
-------------  ---------  ---------  ------------  ------------  ---------  --------  ------------  -----------  -------------  -------------- 
 

1. An amount of USD 9,254,362 (30 June 2016: USD 14,943,312) pertaining to interest on borrowings was capitalized as the funds were used for the construction of qualifying assets (refer note 7).

   2.   Summary of depreciation and amortization charge: 
 
                                       Six months  Six months 
                                            ended       ended 
                                          30 June     30 June 
                                             2017        2016 
                                              USD         USD 
                                       ----------  ---------- 
Amortization of intangible assets 
 (refer note 11)                       13,497,867      96,408 
Depreciation / amortization charge 
 on tangible assets                    21,488,571  10,215,053 
Depreciation and amortization 
 capitalized during the period, 
 net relating to wind farm assets 
 under course of construction                   -    (76,842) 
                                       ----------  ---------- 
Total depreciation and amortization 
 charge                                34,986,438  10,234,619 
                                       ----------  ---------- 
 

13. Other non-current assets

 
                                          As at         As at 
                                        30 June   31 December 
                                           2017          2016 
                                            USD           USD 
                                  -------------  ------------ 
Deposits                             10,663,346     9,847,022 
Capital advances                     16,773,205     8,649,379 
Prepayments                          11,816,713    12,686,896 
Total other non-current assets       39,253,264    31,183,297 
                                  -------------  ------------ 
 

Deposits mainly comprise of refundable security deposits placed with related parties towards usage of land and power evacuation facilities for a period of 20 years. The difference between the fair value and the nominal value of the deposits has been classified as assets under finance lease.

Capital advances represent advance payments made to suppliers and related parties for the construction of wind farm assets and solar plants, as part of long-term construction and service contracts.

Prepayments primarily relate to amounts paid in advance towards lease rentals for lands which have been taken on lease basis from the suppliers of wind turbine generators and related parties for a period ranging up to 20 years and are renewable provided the main lease is renewed by the government authorities and other parties.

14. Other investments

 
                              As at         As at 
                            30 June   31 December 
                               2017          2016 
                                USD           USD 
                          ---------  ------------ 
Deposits with banks(1)    2,666,305       344,355 
Total                     2,666,305       344,355 
                          ---------  ------------ 
 

(1) Represents margin money and fixed deposits placed with banks and financial institutions with maturity period greater than one year.

15. Deferred tax assets

The following are the major components of deferred tax liabilities and assets recognized by the Group and movements thereon during the current period.

 
                                                       Recognised 
                                               As at    in income                            As at 
                                    31 December 2016    statement  Foreign exchange   30 June 2017 
                                                 USD          USD               USD            USD 
Property, plant and equipment           (24,790,817)  (4,774,870)       (1,278,276)   (30,843,963) 
Provisions for employee benefits             198,577       65,633            10,650        274,860 
MAT credit                                 6,682,495      232,092           328,739      7,243,326 
Tax losses                                26,257,082    7,167,125         1,385,533     34,809,740 
---------------------------------  -----------------  -----------  ----------------  ------------- 
Net deferred tax asset                     8,347,337   2,689,980            446,646     11,483,963 
---------------------------------  -----------------  -----------  ----------------  ------------- 
 

Deferred tax assets and liabilities are offset where the Group has a legally enforceable right to do so. The following is the analysis of the deferred tax balances (after offset) recognized in the consolidate balance sheet:

 
                                       As at            As at 
                                     30 June      31 December 
                                        2017             2016 
                                         USD              USD 
                            ----------------  --------------- 
 
Deferred tax assets               42,327,926       33,138,154 
Deferred tax liabilities        (30,843,963)     (24,790,817) 
                            ----------------  --------------- 
Deferred tax asset, net           11,483,963        8,347,337 
                            ----------------  --------------- 
 

16. Trade receivables

 
                                       As at         As at 
                                     30 June   31 December 
                                        2017          2016 
                                         USD           USD 
                                  ----------  ------------ 
 
Trade receivables                 34,227,057    52,804,880 
Less: Provision for impairment 
 of trade receivables              (328,620)     (313,368) 
                                  ----------  ------------ 
Total                             33,898,437    52,491,512 
                                  ----------  ------------ 
 

Trade receivables disclosed above are classified as loans and receivables in accordance with IAS 32 and are therefore measured at amortised cost.

Trade receivables include amounts which are past due at the reporting date but against which the Group has not recognised any allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are still recoverable. The average age of the receivables was 168 days during the period ended 30 June 2017 (31 December 2016: 118 days). The maximum exposure to credit risk at the reporting date is the carrying value of each customer.

The fair value of trade receivables approximates their carrying amounts largely due to the short-term maturities of these instruments and hence management considers the carrying amount of trade receivables to be approximately equal to their fair value. As at 30 June 2017, the Group has 61 customers (31 December 2016: 45 customers).

17. Other current assets

 
                                    As at         As at 
                                  30 June   31 December 
                                     2017          2016 
                                      USD           USD 
                              -----------  ------------ 
 
Deposits                          280,610       287,702 
Accrued interest                  691,707       511,960 
Prepayments                     3,487,000     1,511,940 
Accrued income                 29,087,645    12,982,342 
Other receivables               8,453,335     6,169,654 
                              -----------  ------------ 
Total other current assets     42,000,297    21,463,598 
                              -----------  ------------ 
 

Prepayments primarily relate to amounts paid in advance for lease rentals for land and power evacuation facilities.

Accrued income primarily represents amounts receivable from the customer on the sale of electricity and the amount recoverable from the Indian Renewable Energy Development Authority ("IREDA") as generation based incentive but not billed for as at 30 June 2017.

Other receivables primarily comprise of advance given to vendors amounting to USD 5,158,577 (31 December 2016: USD 4,980,658).

18. Cash and bank balances

 
                                       As at         As at 
                                     30 June   31 December 
                                        2017          2016 
                                         USD           USD 
                                ------------  ------------ 
Cash on hand                             794           434 
Bank balances                     13,078,317    13,300,561 
                                ------------  ------------ 
Cash and cash equivalents         13,079,111    13,300,995 
Bank deposits                     35,758,128    31,871,924 
                                ------------  ------------ 
Total cash and bank balances      48,837,239    45,172,919 
                                ------------  ------------ 
 

Bank deposits include margin money deposits of USD 35,012,365 (31 December 2016: USD 27,976,963) placed with banks as security margin against loans taken, letter of credits and bank guarantees issued by banks and financial institution.

19. Borrowings

 
                                               As at         As at 
                                             30 June   31 December 
                                                2017          2016 
                                                 USD           USD 
                                       -------------  ------------ 
Borrowings at amortised cost 
Non-convertible bonds (refer 
 note 1)                                 113,059,688   107,475,548 
Compulsorily convertible debentures 
 (refer note 2)                                6,417         6,119 
Term loans from banks and financial 
 institutions (refer note 3)             984,354,525   795,152,378 
Working capital loans from banks 
 and financial institutions (refer 
 note 4)                                  46,907,793    42,463,856 
                                       -------------  ------------ 
Total borrowings                       1,144,328,423   945,097,901 
                                       -------------  ------------ 
 

Amounts due for settlement within 12 months -USD 83,463,985 (31 December 2016: USD 68,976,071)

Amounts due for settlement after 12 months -USD 1,060,864,438 (31 December 2016: USD 876,121,830)

1. The Company's subsidiary, Mytrah Energy (India) Private Limited ("MEIPL") has issued non-convertible bonds (NCBs) for an amount of USD 113.3 million (INR 7,424 million) primarily to partly finance wind farm projects under construction. The NCBs are listed on the wholesale debt segment of Bombay Stock Exchange, India. The NCBs are repayable at the end of fifth anniversary from the draw-down date and carry a cash coupon of 12% per annum payable on semi-annual basis.

The NCBs are secured by collateral support in the form of pledge of 100.00% of the MEIPL's shares held by Bindu Vayu Mauritius Limited ('BVML') and pledge of equity shares held by MEIPL in MVUPL (49%), MVPPL (49%), MVKPL (46.55%), MVMPL (22.74%), BVUPL (49%), MVBPL (0.32%). Further, hypothecation by way of first and exclusive charge over the monies lying in the designated account and Debt Service Reserve Account (DSRA) from time to time, and by way of first charge over all receivables arising from the loans disbursed by the MEIPL to MVBPL.

As part of financing arrangement, the Group has incurred an amount of USD 1,501,610 as arrangement fees. The Group accounted these costs as transaction cost under IAS 39 and are amortised over the term of NCBs using effective interest rate method. The carrying amount of the liability measured at amortised cost is USD 113,059,688 (31 December 2016: USD 107,475,548).

During the year ended 2014, the Group had issued 8,612,412 warrants to the NCBs investors. These warrants provide an option to the investors to purchase an equivalent number of ordinary shares in Mytrah Energy Limited at a fixed price of GBP 0.7729 based on the Company's share price traded before the day immediately preceding the exercise date of the warrant. The fair value of the warrants as at 31 December 2014 amounted to USD 1,703,053 and was recognised accordingly as derivative financial liability. Further, on 30 March 2015, the Group has replaced the warrants issued in 2014 by issuing 11,439,762 new warrants to the investors. These new warrants provide an option to the investors to purchase an equivalent number of ordinary shares in Mytrah Energy Limited at a fixed price of GBP 0.7729. Accordingly, the derivative financial liability of USD 1,703,053 relating to existing 8,612,412 warrants has been derecognized during the year 2015 and the fair value of the 11,439,762 warrants amounting to USD 2,038,960 was recognised as equity.

Subsequent to the balance sheet date, NCB's got settled based on fresh issue of Non-convertibles debentures (refer note:32)

2. MAADPPL issued 8,290 (31 December 2016: 8,290) Compulsorily Convertible Debentures ("CCDs") at Rs.50 each to Enerpac AG (the "Investor") under an agreement between Enerparc AG and MAADPPL. The said CCDs from time to time is entitled to a simple interest up to 11.50% p.a, with effect from the Commercial Operating Date (COD) of the projects in MAADPPL. The CCDs are compulsorily convertible into equity shares before the expiry of 18 years from the date of allotment of such CCDs or at any earlier date mutually agreed between the parties.

3. The Group has drawn down the term loan facility with banks and financial institutions to finance the construction of wind farm assets. The carrying amount of the liability measured at amortised cost is USD 984,354,525 (31 December 2016: USD 795,152,378). The repayment terms of the term loans range from 13 to 18 years. In compliance with the terms of the term loan agreement, the Group has created a pari passu charge with the working capital lenders on all project movable, immovable properties, cash flows, receivables and revenues in favour of banks and financial institutions.

19. Borrowings (continued)

Further, the loan drawn down by BVUPL, MVPPL, MVUPL, MVKPL and MVMPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 51% of the total paid up equity share capital of the BVUPL, MVPPL, MVUPL, MVKPL and MVMPL respectively. The loan drawn by MVMPL is also secured by pledge of 51% of the CCPS held by MEIPL in MVMPL. BVUPL, MVPPL, MVMPL, MVUPL and MVKPL are under obligor co-obligor structure. The loan drawn down by MVSPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 95.50% of the total paid up equity share capital of the MVSPL. The loan drawn down by MVTPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 100% of the total paid up equity share capital of the MVTPL. The loans drawn down by MVIPL is secured by way of first charge on the pledge of shares held by the MVBPL in the equity shares representing 51% of the total paid-up equity share capital of MVIPL. The loan drawn down by MAADPPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 99.58% of the total paid-up equity share capital of MEIPL. The loan drawn down by MAAKPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 100% of the total paid-up equity share capital of MAAKPL. The loan drawn down by MAGRPL is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing 22.56% of the total paid-up equity share capital of MAGRPL. The loan drawn by MVIPL is also secured by pledge of 51% of the CCDS held by MVBPL in MVIPL. The loans drawn down by MVGoPL is secured by way of first charge on the pledge of shares held by the MVBPL in the equity shares representing 51% of the total paid-up equity share capital of MVGoPL. The loan drawn by MEL is secured by irrevocable and unconditional guarantee from BVML. Subsequent to the balance sheet date, loan drawn by MEL got settled.

4. The working capital loan facilities are secured by way of first pari passu charge with the term lenders hypothecation of entire immovable properties pertaining to the respective projects, both present and future, including movable plant and machinery, machinery spares, tools, accessories, entire project cash flows, receivables, book debts and revenues of the respective entities. The working capital facilities relating to wind farm development activities are secured by way of first pari-passu charge on current assets related to wind farm development activity. The facilities are repayable on a yearly rollover basis and carries interest in the range of 10.15% to 12.50% per annum.

20. Finance lease obligations

The Group leased the rights to use power evacuation facilities under a lease arrangement. Future finance lease payments due, and their present values, are shown in the following table:

 
                                              Minimum lease payments          Present value of minimum lease payments 
                                        ----------------------------------  ------------------------------------------ 
                                                 As at               As at               As at                   As at 
                                          30 June 2017    31 December 2016        30 June 2017        31 December 2016 
                                                   USD                 USD                 USD                     USD 
                                        --------------  ------------------  ------------------  ---------------------- 
 Not later than one year                     1,759,682           1,678,008             256,288                 218,208 
 Later than one year and not later 
  than five years                            7,038,728           6,712,034           1,371,870               1,168,032 
 Later than five years                      20,883,659          20,688,679          10,915,193              10,629,646 
                                        --------------  ------------------  ------------------  ---------------------- 
                                            29,682,069          29,078,721          12,543,351              12,015,886 
 Less: Future finance charges               17,138,718          17,062,835                   -                       - 
                                        --------------  ------------------  ------------------  ---------------------- 
 Present value of minimum lease 
  payments                                  12,543,351          12,015,886          12,543,351              12,015,886 
                                        --------------  ------------------  ------------------  ---------------------- 
 
 
                                                                          As at 
                                                As at               31 December 
                                         30 June 2017                      2016 
                                                  USD                       USD 
                            -------------------------  ------------------------ 
Included in: 
-Current liabilities                          256,288                   218,208 
-Non-current liabilities                   12,287,063                11,797,678 
                            -------------------------  ------------------------ 
Total                                      12,543,351                12,015,886 
                            -------------------------  ------------------------ 
 

21. Trade and other payables

 
                                       As at         As at 
                                     30 June   31 December 
                                        2017          2016 
                                         USD           USD 
                                  ----------  ------------ 
 
Current: 
Trade payables(1)                 11,071,148     9,079,808 
Liability component of CCPS(2)     2,852,951     2,597,853 
Interest accrued but not due 
 on borrowings                    13,745,076    14,118,208 
Other payables                    13,755,479       594,053 
                                  ----------  ------------ 
                                  41,424,654    26,389,922 
                                  ----------  ------------ 
 
Non-current 
Other payables(3)                 98,856,866    79,505,674 
                                  ----------  ------------ 
                                  98,856,866    79,505,674 
                                  ----------  ------------ 
 

(1) Trade payables relate to amounts outstanding for trade purchases and ongoing costs.

(2) Liability component of CCPS represents the mandatory preference share dividend payable to IIF, discounted using interest rate implicit in the arrangement. (note 27).

(3) Other payables include payables for purchase of capital assets.

The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms. The fair value of trade and other payables approximates their carrying amounts largely due to the short-term maturities of these instruments hence management consider that the carrying amount of trade and other payables to be approximately equal to their fair value.

22. Derivative financial instruments

 
                                           As at         As at 
                                         30 June   31 December 
                                            2017          2016 
                                             USD           USD 
                                       ---------  ------------ 
Fair value of options embedded 
 in: 
Compulsorily convertible preference 
 shares (note 27)                      3,616,076     3,375,881 
Total                                  3,616,076     3,375,881 
                                       ---------  ------------ 
 

23. Financial instruments - Fair values and risk management

IFRS 13 Fair Value Measurement requires entities to disclose measurement of fair values, for both financial and non-financial assets and liabilities. Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

   --      Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities. 

-- Level 2: Inputs other than quoted prices included in 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: Inputs for the asset or liability that is not based on observable market data (unobservable inputs).

23. Financial instruments - Fair values and risk management (continued)

Financial instruments by category and fair value hierarchy:

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

30 June 2017:

 
                                                           Carrying amount                                     Fair value 
---------------------  ----------  ---------------------------------------------------------------  --------------------------------- 
                       Designated         Loans  Available-for-sale           Other          Total         Level       Level  Level 
                          at fair           and                           financial                            1           2      3 
                            value   receivables                         liabilities 
                          through 
                        profit or 
                             loss 
                              USD           USD                 USD             USD            USD           USD         USD    USD 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
Financial assets 
measured 
at fair value 
Current investments             -             -          35,968,854               -     35,968,854   35,968,854            -      - 
Security deposit 
 (note 
 13 and 17)                     -     7,949,592                   -               -      7,949,592       -         7,949,592      - 
---------------------  ----------  ------------  ------------------  --------------  ------------- 
                                -     7,949,592          35,968,854               -     43,918,446    35,968,854   7,949,592 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
Financial assets not 
measured at fair 
value 
Trade receivables 
 (note16)                       -    33,898,437                   -               -     33,898,437             -           -      - 
Other assets                    -    33,074,510                   -               -     33,074,510             -           -      - 
Cash and bank 
 balances 
 (note 18)                      -    48,837,239                   -               -     48,837,239             -           -      - 
Other investments 
 (note 
 14)                            -     2,666,305                   -               -      2,666,305             -           -      - 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
                                -   118,476,491                   -               -    118,476,491             -           -      - 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
Financial liabilities 
measured at fair 
value 
Finance lease 
 obligations 
 (note 20)                      -             -                   -      12,543,351     12,543,351             -  12,543,351      - 
Derivative financial 
 instruments (note 
 22)                            -             -                   -       3,616,076      3,616,076             -   3,616,076      - 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
                                -             -                   -      16,159,427     16,159,427             -  16,159,427      - 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
Financial liabilities 
 not measured at fair 
 value 
Borrowings (note 19)            -             -                   -   1,144,328,423  1,144,328,423             -           -      - 
Trade and other 
 payables 
 (note 21)                      -             -                   -      41,424,654     41,424,654             -           -      - 
Other 
 payables-non-current 
 (note 21)                      -             -                   -      98,856,866     98,856,866             -           -      - 
                                -             -                   -   1,284,609,943  1,284,609,943             -           -      - 
---------------------  ----------  ------------  ------------------  --------------  -------------  ------------  ----------  ----- 
 
 

Note:

1. In this table, the Group has disclosed the fair value of each class of financial assets and liabilities in way that permits the information to be compared with the carrying amounts.

2. For all financial assets and financial liabilities not measured at fair value, the carrying value is a reasonable approximation of fair values.

23. Financial instruments - Fair values and risk management (continued)

Financial instruments by category and fair value hierarchy:

The following table shows the carrying amounts and fair values of financial assets and financial liabilities, including their levels in the fair value hierarchy.

31 December 2016:

 
                                                 Carrying amount                                   Fair value 
------------  ----------  -------------------------------------------------------------  ------------------------------- 
              Designated        Loans  Available-for-sale          Other          Total       Level       Level  Level 
                 at fair          and                          financial                          1           2      3 
                   value  receivables                        liabilities 
                 through 
               profit or 
                    loss 
                     USD          USD                 USD            USD            USD         USD         USD    USD 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
Financial 
assets 
measured 
at fair 
value 
Current 
 investments           -            -          10,700,833              -     10,700,833  10,700,833           -      - 
Security 
 Deposit 
 (note 
 13 and 17)            -    7,293,977                   -              -      7,293,977           -   7,293,977      - 
------------  ----------  -----------  ------------------  -------------  ------------- 
                       -    7,293,977          10,700,833              -     17,994,810  10,700,833   7,293,977 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
Financial 
assets not 
measured at 
fair value 
Trade 
 receivables 
 (note 
 16)                   -   52,491,512                   -              -     52,491,512           -           -      - 
Other assets           -   24,984,428                   -              -     24,984,428           -           -      - 
Cash and 
 bank 
 balances 
 (note 18)             -   45,172,919                   -              -     45,172,919           -           -      - 
Other 
 investments 
 (note 
 14)                   -      344,355                   -              -        344,355           -           -      - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
                       -  122,993,214                   -              -    122,993,214           -           -      - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
Financial 
liabilities 
measured at 
fair value 
Finance 
 lease 
 obligations 
 (note 20)             -            -                   -     12,015,886     12,015,886           -  12,015,886      - 
Derivative 
 financial 
 instruments 
 (note 22)             -            -                   -      3,375,881      3,375,881           -   3,375,881  - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
                       -            -                   -     15,391,767     15,391,767           -  15,391,767      - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
Financial 
liabilities 
not measured 
at fair 
value 
Borrowings 
 (note 19)             -            -                   -    945,097,901    945,097,901           -           -      - 
Trade and 
 other 
 payables 
 (note 21)             -            -                   -     26,389,921     26,389,921           -           -      - 
Other 
 payables - 
 non-current 
 (note 21)             -            -                   -     79,505,674     79,505,674           -           -      - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
                       -            -                   -  1,050,993,496  1,050,993,496           -           -      - 
------------  ----------  -----------  ------------------  -------------  -------------  ----------  ----------  ----- 
 
 

24. Share capital

 
                                      As at         As at 
                                    30 June   31 December 
                                       2017          2016 
                                        USD           USD 
                                 ----------  ------------ 
 
Issued and fully paid up 
 share capital of the Company 
163,636,000 ( 31 December 
 2016 : 163,636,000) ordinary 
 shares with no par value        72,858,278    72,858,278 
                                 ----------  ------------ 
 

The issued share capital refers to ordinary share capital, which carries voting rights with entitlement to an equal share in dividends authorised by the board and in the distribution of the surplus assets of the Company.

25. Capital contribution

 
                                       As at         As at 
                                     30 June   31 December 
                                        2017          2016 
                                         USD           USD 
                                  ----------  ------------ 
 
Opening balance                   16,721,636    16,721,636 
Capital contributions received             -             - 
 during the period / year 
                                  ----------  ------------ 
Closing balance                   16,721,636    16,721,636 
                                  ----------  ------------ 
 

During the financial year 2013, the Company's subsidiary, MEIPL entered into an investment agreement with related parties, Mytrah Wind Developers Private Limited ("MWDPL") and Bindu Urja Infrastructure Limited ('BUIL') to issue 40,000,000 Series B Cumulative Compulsorily Redeemable Preference Shares ("RPS") at Rs. 300 ( USD 5.71) per share and carry a nominal dividend of 0.01% per annum. Pursuant to the agreement, BUIL and MWDPL made long-term non-reciprocal capital contributions ("capital contributions") of USD 16,721,636 as at 30 June 2017, which as per the terms of agreement are not available for distribution as dividend. Management has evaluated that these contributions are in substance in the nature of equity and accordingly classified the amounts received as "Capital Contributions".

26. Other reserves

 
                                     Equity- 
                          Foreign   settled-                                             Debenture 
                         currency  employee-                   Actuarial      Capital   redemption 
                      translation   benefits   Fair value      valuation   redemption      reserve        Share   Total other 
                          reserve    reserve      reserve        reserve      reserve                  warrants      reserves 
-------------------  ------------  ---------  -----------  -------------  -----------  -----------  -----------  ------------ 
                              USD        USD          USD            USD          USD          USD          USD           USD 
-------------------  ------------  ---------  -----------  -------------  -----------  -----------  -----------  ------------ 
Balance as at 31 
 December 2015       (40,381,820)  4,744,040      550,420      (278,783)    1,668,045    5,560,906    2,038,960  (26,098,232) 
Other comprehensive 
income for the 
period: 
Foreign currency 
 translation 
 adjustments          (2,077,770)          -            -              -            -                         -   (2,077,770) 
Creation of 
 debenture 
 redemption reserve             -          -            -              -            -    1,430,653            -     1,430,653 
Issue of share 
 warrants                       -          -            -        157,657            -            -            -       157,657 
Actuarial loss on 
 employee benefit 
 obligations                    -          -    (504,762)              -            -            -            -     (504,762) 
Change in fair 
 value of 
 available-for-sale 
 investments                    -  2,106,949            -              -            -            -            -     2,106,949 
Balance as at 30 
 June 2016           (42,459,590)  6,850,989       45,658      (121,126)    1,668,045    6,991,559    2,038,960  (24,985,505) 
 
Balance as at 31 
 December 2016       (41,298,019)  7,963,103       87,520       (89,359)    3,869,633    6,995,650    2,038,960  (20,432,502) 
Other comprehensive 
income for the 
period: 
Foreign currency 
 translation 
 adjustments            6,765,393          -            -              -            -            -            -     6,765,393 
Creation of 
 debenture 
 redemption reserve             -          -            -              -            -    2,364,012            -     2,364,012 
Actuarial (loss)/ 
 gain on employee 
 benefit 
 obligations                    -          -            -        142,282            -            -            -       142,282 
Change in fair 
 value of 
 available-for-sale 
 investments                    -          -      290,852              -            -            -            -       290,852 
Equity settled 
 share based 
 payments                       -  1,220,381            -              -            -            -            -     1,220,381 
Balance as at 30 
 June 2017           (34,532,616)  9,183,484      378,372         52,923    3,869,633    9,359,662    2,038,960   (9,649,582) 
 

27. Non-controlling interest

 
                                                                       As at 
                                                                     30 June              As at 
                                                                        2017   31 December 2016 
                                                                         USD                USD 
                                                                  ---------- 
A. Compulsorily convertible 
 preference shares (CCPS) 
 (refer note a) 
Balance at beginning of the 
 period / year                                                    47,578,193         50,704,975 
Buy back/ Purchase of CCPS 
 from non-controlling interest 
 holders                                                                   -        (3,126,782) 
Balance at the end of the 
 period / year                                                    47,578,193         47,578,193 
 
B. Equity shares held by captive 
 customers (refer note b) 
Balance at beginning of the 
 period / year                                                        34,426                  - 
Issue of equity shares to 
 non-controlling interest holders                                    401,687            127,406 
Share of loss attributable to non-controlling interest holders     (401,810)           (92,980) 
Balance at the end of the period / year                               34,303             34,426 
 
C. Equity shares held by others 
Balance at beginning of the period / year                         22,532,516                  8 
Issue of equity shares to non-controlling interest holders             3,701         22,995,933 
Share of loss attributable to non-controlling interest holders     (204,065)          (423,425) 
Balance at the end of the period / year                           22,332,152         22,532,516 
 
Total (A+B+C)                                                     69,944,648         70,145,135 
 

a) Compulsorily convertible preference shares

During the year ended 31 March 2012, MEIPL had issued 11,666,566 Series A Compulsorily convertible preference shares (CCPS or 'the shares') at INR 300 (USD 6) each to India Infrastructure Fund (IIF) under the terms of an Investment Agreement dated 20 June 2011 between the MEIPL, IIF and Mr.Ravi Kailas. The following are the salient features of the CCPS:

-- IIF is entitled to receive a preference dividend before any dividends are declared to the ordinary shareholders. These carry a step-up dividend which is cumulative.

-- The CCPS convert into equity shares of MEIL at a fixed price of INR 300 (USD 6) per share, for a fixed number of shares, at the end of six years if the call and put options are not exercised by either of the parties.

   --    As part of the investment agreement, IIF were issued with 100 ordinary shares in MEIPL. 

Further, the Company entered into an option agreement with IIF on the same date whereby the Company can call the CCPS (the "call option") or alternatively, IIF can put the CCPS (the "put option") in exchange for cash or a variable number of shares in the Company providing IIF a stated rate of return. The call option can be exercised at any time after four years three months and the put option can be exercised at any time after five years three months from the date of issue.

In accordance with IAS 32, Financial Instruments: Presentation and IAS 39 Financial Instruments: Measurement, upon initial recognition, the issue proceeds have been segregated in the financial statements as mentioned below.

The issue proceeds of USD 69,932,181 (net of issue costs of USD 1,891,056) were first attributed to the embedded derivatives, with the fair value of the options amounting to USD 2,670,325. As the instrument entitles the holder to a fixed number of shares the remaining value of the proceeds were bifurcated such that there is a liability component and an equity component. The liability component, being USD 11,866,684 was estimated by discounting the mandatory preference share dividend of six-year cash flows using an interest rate from an equivalent instrument without a conversion feature, with the residual value of USD 55,395,172 representing equity. The effective interest rate on the financial liability is 5.6%. The options are subsequently measured at fair value through profit and loss and the financial liability is subsequently measured at amortised cost. The year-end balance of the options was USD 3,616076 (31 December 2016: USD 3,375,881) (see consolidated statement of financial position), the liability component of the preference shares was USD 2,852,951 (31 December 2016: USD 2,597,853). The equity component of the CCPS was USD 47,578,193 (31 December 2016: USD 47,578,193) and is recognized as non-controlling interest in these condensed consolidated interim financial statements.

27. Non-controlling interest (continued)

During the current period, the Group has paid dividend of USD Nil (30 June 2016: 2,080,840) to IIF and has been reduced from the liability component of CCPS. Subsequent to the balance sheet date, CCPS are purchased by MUPPL from IIF (refer note:32).

b) Equity shares held by captive customers

During the year ended 31 December 2014, MVMPL had commissioned a captive power generating plant in Tamilnadu, India under Captive Group Project ("CGP") framework, where the electricity generated is consumed by a group of consumers. To qualify as a captive generating plant, an entity must meet the requirements set forth under the relevant regulations, which specify that a minimum 26% equity interest in the captive generating plant should be held by a Captive Consumers or group of Captive Consumers. Accordingly, MVMPL has entered into power purchase agreements (PPA) with Captive Consumers and issued 7,347,747 equity shares of INR 10 par value (USD 1,136,353). The shares issued to the captive consumers have been classified as non-controlling interest in these condensed consolidated interim financial statements.

   c)   Class A Equity shares and Series A Debentures held by others: 

During the previous year, MVTPL has issued 1,691,160 Class A Equity Shares of INR.50 each and 29,180,800 Series A Compulsorily Convertible Debentures ("CCDs") at INR 50 each to Guayama P.R Holdings B.V (the "Investor") under an agreement with Guayama P.R Holdings B.V. As per the terms of the Agreement, MVTPL based on the availability of distributable cash surplus shall pay step up Class A Yield on Series A Debentures as given below:

   (i)    7% per annum from the date of investment until 3(rd) anniversary date; 
   (ii)   10% in the 4(th) year; 

(iii) 13% in the 5(th) year;

(iv) 15% in the 6(th) years on cumulative basis;

   (v)   17% from 7(th) year onwards till the date of conversion on cumulative basis; 

Further based on the availability of distributable cash surplus, the investor is also eligible for

(i) Specified Class A Yield from the date of its investment till the date of conversion for the period from the date of investment till 6(th) anniversary date IRR of 15% on cumulative basis excluding interest on class A Debentures and any amount paid as part of buy back of securities.

(ii) After the 6(th) anniversary till the time the investor holds the security is eligible for 17% IRR on cumulative basis.

Series A Compulsorily Convertible Debentures are compulsorily convertible after the completion of 6 years from the date of investment at the fixed ratio of one Class A Equity shares for One Series A Debenture held. Liquidity events mentioned in the agreement are under the discretion of the Group and are not enforceable by the Investor. Management estimated that there is no distributable cash surplus as per the terms of the agreement to record any liability until 30 June 2017.

28. Commitments

 
                               As at              As at 
                        30 June 2017   31 December 2016 
                                 USD                USD 
 
Capital commitments      186,877,204        128,882,398 
 

The capital expenditures authorised and contracted primarily relate to wind farm and solar assets under construction, which have not been provided for in the condensed consolidated interim financial statements. These commitments are net of advances paid of USD 16,773,205 (31 December 2016: USD 8,649,379) (refer note 13).

29. Related party transactions

   A.    Related party relationships: 

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated upon consolidation and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed below.

The following are the key management personnel of the Company:

 
1. Mr Ravi Kailas        *    Chairman and Director(#) 
 
2. Mr Vikram Kailas 
                          *    Chief Executive Officer(*) 
3. Mr Rohit Phansalkar   *    Non-Executive Director 
 
4. Mr Russell Walls     - Non-Executive Director 
 

The entities where certain key management personnel have significant influence with which the Group had transactions during the period are:

 
 
      1. Bindu Urja Infrastructure Limited 
       2. Mytrah Wind Developers Private Limited 
 

# Chief Executive Officer up to 8 August 2016.

*Appointed as Chief Executive Officer from 9 August 2016.

   B.    Related party transactions: 

The following are the related party transactions during the period:

 
                                                                                    Six months ended  Six months ended 
                                                                                        30 June 2017      30 June 2016 
                                                                                                 USD               USD 
Advance (to) / from related parties towards development and construction of wind 
farm projects: 
Bindu Urja Infrastructure Limited                                                          (147,078)         1,620,016 
 
Purchase towards development and construction of wind farm projects: 
Bindu Urja Infrastructure Limited                                                            135,966         4,228,509 
 
Deposits placed towards usage of land and power evacuation facilities: 
Bindu Urja Infrastructure Limited                                                                  -           632,576 
 
User fees paid of land and power evacuation facilities: 
Bindu Urja Infrastructure Limited                                                                  -         2,427,351 
 
 

29. Related party transactions (continued)

   C.    Related party balances: 

The following balances were outstanding at the end of the reporting period:

 
                                                                                              As at              As at 
                                                                                       30 June 2017   31 December 2016 
                                                                                                USD                USD 
Advance recoverable from related parties towards development and construction of 
wind farm 
projects: 
Bindu Urja Infrastructure Limited                                                         3,131,790          3,260,388 
 
Security deposits placed with related parties for use of land and power evacuation 
facilities: 
Bindu Urja Infrastructure Limited                                                        21,775,258         20,764,584 
Mytrah Wind Developers Private Limited                                                    6,641,389          6,333,137 
 
Capital contribution received (note 25): 
Bindu Urja Infrastructure Limited                                                         9,904,122          9,904,122 
Mytrah Wind Developers Private Limited                                                    6,817,514          6,817,514 
 

D. Remuneration of key management personnel:

The remuneration of the key management personnel of the Group, is set out below for each of the categories specified in IAS 24 Related Party Disclosures.

 
                                        Six months  Six months 
                                             ended       ended 
                                           30 June     30 June 
                                              2017        2016 
                                               USD         USD 
                                        ----------  ---------- 
 
Salaries and other benefits              2,178,500     351,305 
Share-based payments (refer note 30)     1,037,294   2,228,448 
                                        ----------  ---------- 
Total remuneration                       3,215,794   2,579,753 
 

30. Share-based payments

The Group has an equity-settled share option scheme for certain directors of the Company and employees in the Group. In addition to the equity-settled share options, the Group makes other minor issues of cash settled options to its certain employees. These cash settled grants do not result in the issuance of common stock and are considered immaterial by the Group. All options have a vesting period over three years. Each share option converts into one ordinary share of the concerned entity on exercise. Options may be exercised at any time from the date of vesting to the date of the expiry. No amounts are paid or payable by the recipient until the receipt of the option. The options carry neither right to dividend nor voting rights. Options lapse if the employee leaves the concerned entity before the options vest.

30. Share-based payments (continued)

Mytrah Energy Limited:

During the previous period, the Company has reissued 11,832,213 share options to directors and group employees at the exercise price of GBP 0.01 by replacing 21,640,058 share options which were issued to directors and group employees at the exercise price of GBP 1.15, GBP 0.75 and GBP 0.772 as the case may be. In accordance with IFRS 2, the Group has charged the incremental fair value of the modified options issued over the vesting period of the options.

Details of the share options outstanding at the end of the period / year are as follows.

 
                                       Six months ended                                   Year ended 
                                         30 June 2017                                  31 December 2016 
                               Number of share        Weighted average         Number of share        Weighted average 
                                       options          exercise price                 options          exercise price 
                                                                 (GBP)                                           (GBP) 
Outstanding at 
 beginning of period / 
 year                               14,305,490                    0.21              24,138,758                    0.95 
Options granted during 
 the period / year                           -                       -              11,893,324                    0.01 
Options exercised 
 during the 
 period/year                          (10,602)                    0.01                (85,434)                    0.01 
Options cancelled 
 during the period / 
 year                                  (7,669)                    0.01            (21,641,158)                    0.92 
Options outstanding at 
 the end of the period 
 / year                             14,287,219                    0.21              14,305,490                    0.21 
 

The options outstanding as at 30 June 2017 had a weighted average exercise price of GBP 0.21, and a weighted average remaining contractual life of 2 years and 10 months.

During the period the Group recognised expense of USD 824,942 (net of equity settled employee benefits capitalized USD Nil) (30 June 2016: USD 1,970,500) (net of equity settled employee benefits capitalized USD 89,328) in relation to share-based payment transactions and the unamortised expense as at 30 June 2017 is USD 359,378 (31 December 2016: USD 1,149,654).

Further, Mr. Ravi Kailas (Chairman) transferred 11,544,989 options, which were granted to him by the Company, to R&H Trust Co (Jersey) Limited on 13 May 2016.

Mytrah Energy (India) Private Limited:

During the period, the Company's subsidiary has issued 344,507 options to group employees at the exercise price of INR 1,200 and cancelled 18,924 share options which were issued to group employees at the exercise price of INR 1,200. In accordance with IFRS 2, the Group has charged the fair value of the options issued over the vesting period of the options.

Details of the share options outstanding at the end of the period / year are as follows.

 
                                       Six months ended                                   Year ended 
                                         30 June 2017                                  31 December 2016 
                               Number of share        Weighted average         Number of share        Weighted average 
                                       options          exercise price                 options          exercise price 
                                                                 (INR)                                           (INR) 
Outstanding at 
 beginning of period / 
 year                                  311,766                   1,200                 273,450                    1200 
Options granted during 
 the period / year                     344,507                   1,200                  56,900                    1200 
Options exercised 
 during the period / 
 year                                 (13,774)                   1,200                       -                       - 
Options cancelled 
 during the period / 
 year                                  (5,150)                   1,200                (18,584)                    1200 
Options outstanding at 
 the end of the period 
 / year                                637,349                   1,200                 311,766                    1200 
 

30. Share-based payments (continued)

The options outstanding as at 30 June 2017 had a weighted average exercise price of INR 1,200. The aggregate fair value of the share options issued during the period was USD 8,404,135.

The fair value of options is measured using the Black-Scholes Merton valuation model. Service and non-market performance conditions attached to the arrangements were not taken into account in measuring fair value. Measurement inputs include the following:

 
Weighted average share price (INR)        2,700 
Weighted average exercise price (INR)     1,200 
Expected volatility                         42% 
Expected life                           3 Years 
Risk-free interest rate                    7.84  7.59% 
 

Expected volatility is determined based on the evaluation of the historical volatility of the Holding Company's share price from the date of listing on 12 October 2010 to the date of issue of options. During the period, the Group recognised expense of USD 33,727 (net of equity settled employee benefits capitalized USD 425,014) (30 June 2016: USD Nil (net of equity settled employee benefits capitalized USD 94,987) in relation to share-based payment transactions and the unamortised expense as at 30 June 2017 is USD 8,162,749. During the period, the Group has settled 13,774 vested options in cash, which is amounting to USD 63,302.

31. Contingent liabilities

The Group is involved in appeals, claims, litigations and other matters that arise from time to time in the ordinary course of business. Following are the details of contingent liabilities not recognised in these condensed consolidated interim financial statements:

 
                                                As at 
                                              30 June              As at 
                                                 2017   31 December 2016 
                                                  USD                USD 
 
a) Indirect tax matters pending in appeal   1,567,891          1,490,166 
b) Direct tax matters pending in appeal     5,206,352          5,255,326 
                                            6,774,243          6,745,492 
                                            --------- 
 

32. Post balance sheet event:

   a)   Mytrah Energy (India) Private Limited (MEIPL) 

MEIPL (step down subsidiary) has entered into a Debenture Trust Deed (DTD) on 02 June 2017 along with Debenture Trustee, Bindu Vayu (Mauritius) Limited, (BVML) (wholly owned subsidiary), Mytrah Ujjval Power Private Limited (MUPPL) (subsidiary) and Mr. Somasundaram R (significant shareholder with 51% stake in Mytrah Ujjval Power Private Limited) for issuance of Non-convertible Debentures (NCD's) of Rs.1,000,000 (USD - 15,465) each upto INR 10,500,000,000 (USD - 162,385,941). Effective date of the agreement is on receipt of RBI approvals and transfer of current debentures from the current debenture holders. Accordingly, the agreement has become effective 13 September 2017.

As per the above-mentioned agreement, on 15 September 2017, MEIPL has issued 9,800 NCD's for INR 980,00,00,000 (USD 151,560,141) and the same is being utilized to settle Non-convertible bonds, interim loan and growth.

The NCD's are redeemable not later than the 7th anniversary of the deemed date of allotment of the debentures and have a yield of 15.875% per annum with annual committed payment terms as given below:

 
Year 1                       Year 2                       Year 3                        Year 4  Year 5  Year 6  Year 7 
INR 900,000,000 (USD         INR 900,000,000 (USD         INR 900,000,000 (USD 
 13,918,795)                  13,918,795)                  13,918,795)                  8%      8%      9%      9% 
 

32. Post balance sheet event (continued)

   b)   Mytrah Ujjval Power Private Limited (MUPPL) 

In addition, MUPPL, entered into a Debenture Trust Deed on 02 June 2017 along with Debenture Trustee, MEIPL, BVML, and Mr. Somasundaram R for issuance of Non-convertible Debentures (NCD's) of Rs.1,000,000 (USD - 15,465) each to the extent of INR Rs. 9,000,000,000 (USD 139,187,885).

Effective date of the agreement is on receipt of RBI approvals and transfer of current debentures from the current debenture holders. Accordingly, the agreement has become effective 15 September 2017.

The NCD's are redeemable not later than the 7th anniversary of the deemed date of allotment of the debentures and have a yield of 15.875% per annum with annual committed payment terms as given below:

 
Year 1   Year 2   Year 3   Year 4  Year 5  Year 6  Year 7 
     --       --       --  8%      8%      9%      9% 
 

Based on the above-mentioned terms, MUPPL has issued 8,200 NCD's for INR 8,200,000,000 (USD 126,815,629) and the proceeds from the NCD's was used to purchase Series A Compulsorily Convertible preference shares of MEIPL held by India Infrastructure Fund as per agreed terms between MUPPL and India Infrastructure Fund.

The above-mentioned transactions were completed as per the terms of the agreements on 15 September 2017.

33. Other matters

During the earlier years, one of the supplier of "Wind turbine generator" filed an arbitration application before the High Court of Telangana and Andhra Pradesh ('Honorable High Court') seeking appointment of an arbitrator alleging that MEIPL has breached the terms of an agreement and is liable for liquidated damages. The High Court, accordingly, appointed an Arbitrator and the application was disposed. Subsequently, the Arbitrator appointed by the High Court had passed away. The Company is yet to receive any notice from High Court on any fresh proceedings in this regard. Management has not acknowledged these claims as debts, given the nature of the underlying dispute, allegations between the parties and significant uncertainties relating to the financial claims. Further, based on a legal opinion no additional disclosure is considered necessary as required under IAS 37.

34. Comparatives

Previous period's figures have been regrouped / reclassified wherever necessary to correspond with the current period's classification / disclosure.

This information is provided by RNS

The company news service from the London Stock Exchange

END

IR OKFDKKBKBBCB

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September 29, 2017 02:02 ET (06:02 GMT)

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