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Mytrah Energy Lim

ited | 31

Decem

ber 20

12

| Annual Report

Mytrah Energy Limited 31 December 2012 | Annual Report

WindFast

Forward

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Mytrah_AR_CV_V2.indd 1 03/07/13 2:27 PM

ContentsCompany Information .............................................................................................................................................01

Directors’ Biographies .............................................................................................................................................14

Chairman and CEO’s Statement .........................................................................................................................22

Directors’ Report ........................................................................................................................................................38

Corporate Governance Report ............................................................................................................................40

Independent Auditor’s Report to the members of Mytrah Energy Limited .................................49

Consolidated Income Statement .......................................................................................................................50

Consolidated Statement of Comprehensive Income ..............................................................................51

Consolidated Statement of Financial Position ...........................................................................................52

Consolidated Statement of Changes in Equity ..........................................................................................53

Consolidated Statement of Cash Flow ...........................................................................................................54

Notes to the Consolidated Financial Statements .....................................................................................55 A product

[email protected]


Company Information

Nominated & financial advisersStrand Hanson Limited

26 Mount Row

London W1K 3SQ

United Kingdom

Tel: +44 (0) 20 7409 3494

Joint BrokersInvestec Bank plc

2 Gresham St.

London EC2V 7QP

United Kingdom

Tel: +44 (0) 20 7597 4000

Mirabaud Securities LLP

33 Grosvenor Place

London SW1X 7HY

United Kingdom

Tel: +44 (0) 20 7321 2508

LegalMayer Brown International LLP

201 Bishopsgate

London EC2M 3AF

United Kingdom

Tel: +44 (0) 20 3130 3383

RegistrarsComputershare Investor Services

(Guernsey) Limited

P.O. Box 393

Kingsway House

Havilland Street

St. Peter Port

Guernsey

GY1 3FN

Channel Islands

AuditorsKPMG Audit LLC

Heritage Court

41 Athol Street

Douglas

Isle of Man, IM99 1HN

Tel: +44 (0) 1624 681 000

Financial PRSt Brides Media & Finance Limited

Chaucer House

38 Bow Lane

London EC4M 9AY

Tel: +44 (0) 20 7236 1177

Mytrah_AR_01_40_V1.indd 1 03/07/13 11:23 AM

22


Our CompanyMytrah Energy Limited (MEL) is based in Guernsey and is listed

on the Alternate Investment Market (AIM) of the London Stock

Exchange.

Its wholly owned subsidiary, Mytrah Energy (India) Limited (MEIL)

is one of the largest wind based Independent Power Producers

in India with an operating portfolio of 309.9 MW of wind energy

assets spread over seven projects across four states in India.

All projects are under long term Power Purchase Agreements,

ensuring sustainable generation of revenue and profits over the

next 25 years.

3Mytrah Energy Limited31 December 2012Financial Statements



44


Our MissionMytrah will be a renewable energy and

infrastructure company that leads the world in seizing the potential of emerging markets.




VisionaryWhen tax breaks were the key reason for interest in wind

energy, Mytrah had envisioned the huge potential of a

cheap and easily accessible source of power to solve the

huge power shortage in India.

Catalysts to changeWe at Mytrah believe that each one of us have the

ability to create the change that we want to see in

the world. In line with this thought, we forayed into

the renewable energy space.

Perceptive to the needs of othersWe were sensitive to the demand supply gap of power

and we realized that wind could be the most effective

answer to the power starved nation.

OpenMytrah encourages a culture of

diversity and inclusion.

InnovativeMytrah was one of the pioneers to start

the Independent Power Producer model

for wind.

GivingWe believe that we are co-creators of

wealth, which should be utilized for the

greater common good.

Our PhilosophyBeing an Inspiring Solution, we are visionary, catalysts

to change, perceptive to the needs of others, open,

innovative and giving.

66


Core ValuesMytrah believes that the company’s

values drives it’s valuations. Integrity, Creativity, Excellence, Respect for Individuals and Social Responsibility are the five core values that engineer Mytrah’s DNA.

Integrity

All our actions are governed by the principles of ethics, honesty and transparency

Creativity

We foster a spirit of innovation and entrepreneurship

Excellence

We deliver the best in class results, as we excel in everything we do

Respect for Individuals

We treat others the way we expect to be treated – with respect

Social Responsibility

We will be the catalysts of positive change in the society




Highlights of 2012

Revenue of USD 38.91 m

EBITDA USD 35.48 m

PAT of USD 12.03 m

309.9 megawatts (“MW”) of fully

operational capacity

ROE of approximately 20%Licenses, access or concessions secured for areas

suitable for upto 8,000 MW of future projects

Increase in tariff of 22.75% in Rajasthan (75.60

MW installed capacity)

Increase in tariff of 34.29% in Andhra Pradesh

(63 MW installed capacity)

Average age of trade receivables 49 days (2012:

75 days)

88


Revenue

US$ m

344%

6.3

28.1

0.7

30.92.8

0.0 0.0

7.0

0

5

10

15

20

25

31

Mar-10 Mar-11 Mar-12 Dec-12Sale of electricityGeneration Based Incentive

Operating Profit and Operating Profit Margin

US$ m

Operating Profit Operating Profit Margin

%

(0.4) (2.3) (0.8)

29.5

(5)

0

10

20

30

40

Mar-10 Mar-11 Mar-12 Dec-12 (30)

0

30

60

90

12095%

Return on Equity

%

NA

(2.2%)(5.0%)

20.0%

(10)

(4)

2

8

14

20

Mar-10 Mar-11 Mar-12 Dec-12

EBITDA and EBITDA Margin

US$ m

(0.4) (1.2)

3.8

35.5

(5)

0

10

20

30

40


%

826%

(30)

0

30

60

90

120115%

54%

EBITDAEBITDA Margin

Net Profit and Net Profit Margin

US$ m %

(0.4) (1.6)(2.8)

12.0

0

10

20

30

40

50

(5)

0

5

10

15

20


40%

Net Profit Net Profit Margin

Our Performance

Full year results ending March 9 months result following change to December year-end Margins (%)

1010


1212


We continue to push the bar further.

Our assets continue to perform above expected, which is 95% of machine and grid availability, ensuring more power.

Vajrakarur site has performed better than expected.

Our turbine in Mahidad, Gujarat has produced the highest energy for turbine model S88 with a PLF of

34.41%.Implementing Generation Management Center, Management solution, to monitor and control assets in remote locations in real time.

Our Assets



Mytrah_AR_01_40_V2.indd 13 15/07/13 3:11 PM

Directors’ Biographies

Ravi KailasChairman and Chief Executive Officer

Mr Kailas has 20 years of entrepreneurial

experience in telecoms, software and real

estate. He was the founder of a number of

start-up companies, including Zip Global

Network, a telecom services company, which

was subsequently sold to Tata Teleservices, Xius

Technologies, a telecom software company which

launched the world’s first inter-operator prepaid

roaming service and which was merged with

a leading SEI CMM Level 4 software company,

and Altius, a real estate investment company

which was later sold to The Chatterjee Group.

Mr Kailas has a Bachelor’s degree in Electronics

and Communications Engineering from Osmania

University and a Master’s degree from the

Graduate School of Business, Stanford University.

1414



1616


Russell WallsNon-Executive Director

Mr Walls has a strong financial background,

with extensive experience as a Finance Director,

and possesses a broad range of experience

across a number of sectors. He is currently Non-

Executive Director of Biocon Limited (healthcare),

Signet Jewelers Ltd (retail) and the regulated

holding company for the UK General Insurance

business of Aviva (Insurance) plc. Mr Walls was

formerly independent Non-Executive Director

and Chairman of the Audit Committee of Aviva

(Insurance) plc, Group Finance Director of BAA plc

(transport), Wellcome plc (pharmaceuticals) and

Coats Viyella plc (textiles). In addition, Mr Walls

was former Senior Independent Non-Executive

Director and Chairman of the audit committee

of Stagecoach Group plc (transport) and Hilton

Group plc (leisure).





Rohit PhansalkarNon-Executive Director

Mr Phansalkar is the Chairman and CEO of RKP

Capital, Inc., a US based merchant banking

boutique. He was previously the Chairman

and CEO of Osicom Technologies, an optical

networking company. He was the Co-Founder,

Vice Chairman and CEO of Newbridge Capital,

a private equity firm investing in India, and

formerly the Head of Energy Finance Group

at Oppenheimer & Co. Mr Phansalkar was Co-

Head of the Energy Finance Group at Shearson

American Express, Managing Director of Bear

Stearns and Managing Director at Oppenheimer

& Co. Mr Phansalkar was the Founding Chairman

of the NYSE listed, The India Fund. He received

an MBA from the Harvard Graduate School of

Business.

1818


2020


Subject to completion of the proposed acquisition, Mytrah is expected to have 600 MW spread over several sites across six different states, which has two benefits:

1. Portfolio effect: Diversifying of wind patterns across India, diversifying of political risk, diversifying of SEB off-taker risk, gives us stability, increases visibility and reduces uncertainty of revenue streams over the long term.

2. Brown field: Majority of our current sites can be expanded and hence benefits us, as a large part of the development risk on future capacity is reduced, since parts of the infrastructure are already in place.




Over the last nine months, Mytrah has consolidated its position as a profitable, cash generative, independent power

producer (“IPP”) with an expanding portfolio of operating wind farm projects across India.

We have also increased the visibility of our asset rollout schedule

by securing debt financing for a total of 238.2 MW of capacity

across three projects currently under development, which is

expected to bring our installed capacity to over 600 MW during

2013. Reaching this significant milestone will highlight our leading

position over our peer wind IPPs in India.

Our continued success is down to our ability to forge strong

relationship with wind turbine manufacturers; rigorous cost control;

securing financing across a diverse range of leading Indian lenders

and building teams with proven ability to execute wind projects

and secure land and legal permissions. Moreover, we aim to have

the best in class in asset management with respect to current and

future projects.

We announced in March 2013 that we had secured USD 203 m of

additional senior debt to finance the construction of 238.2 MW of

new capacity, split between two projects with Gamesa machines in

Andhra Pradesh and Karnataka totalling 137.7 MW and one project

of 100.5 MW with ReGen Power machines in Tamil Nadu. We

believe that we are the first IPP in the Indian wind sector to secure

this scale of funding and have now developed relationship with 15

banks, which we believe provides the Company with a significant

and broad based support from the Indian Banking Sector for the

Company’s development pipeline totalling 1,500 MW during 2015.

A testament to our project development strategy and a robust team

that has propelled our leading position in the industry.

Chairman and CEO’s Statement

2222


Our continued success is down to our ability to forge strong relationship with wind turbine manufacturers; rigorous cost control; securing financing across a diverse range of leading Indian lenders and building teams with proven ability to execute wind projects and secure land and legal permissions.




Following the completion of

these projects and the proposed

acquisition, Mytrah will have a

total of over 600 MW connected

to the grid and fully operational.

These assets are spread over 16

project sites in six different states.

We believe that this gives us two

significant advantages. Firstly, we

will benefit from a portfolio effect,

meaning that as our sites are spread

across the wind rich states in India,

any variation in wind patterns across

India is spread across our portfolio

giving us increased visibility of

generation and revenue streams

over the long term. Secondly,

the majority of our current sites

have the ability to be significantly

expanded. This means a large part

of the development risk on future

capacity is reduced as parts of the

infrastructure are already in place for

that expansion.

We would also like to highlight

that of our expected portfolio

of over 600 MW by the end of

2013, we anticipate that 20%

of those assets will be selling

power under the Group Captive

scheme. Group Captive scheme will

enable Mytrah to be able to sell

electricity that it produces directly

to the end consumers. This is a new

development for the Company and

will have the affect of enabling us

to leverage those assets into future

increases in the power price and

given the significant element of fixed

costs in our production, any rise

in the realised price for generated

electricity results in an increase in

the Company’s operating margins.

This is of particular importance as

there are no input cost inflation

across the life of those assets and

as a result we see this bringing

significant value to Mytrah. In

addition, it is worth noting that the

portion of our portfolio in the state

of Maharashtra are under Power

Purchase Agreements (“PPAs”) with

13-year terms. Consequentially, the

tariff on those off-take agreements

will get reset half way through the

expected 25 year life of those assets

that again should provide significant

upside to the Company.

As we announced in April 2013,

your Board is evaluating a potential

Mytrah will have a total of over 600 MW connected to the grid and fully operational. These assets are spread over 16 project sites in six different states.

Group Captive scheme will enable Mytrah to be able to sell electricity that it produces directly to the end consumers, which results in an increase in the Company’s operating margins.

We anticipate that 20% of those assets will be selling power under the Group Captive scheme.

2424


initial public offering and listing

of our wind power assets as a

Business Trust (“Business Trust”) on

the Singapore Exchange Securities

Trading Limited (“Proposed Listing”).

A Business Trust is similar to a Real

Estate Investment Trust (“REIT”)

structure for non-property assets.

The Proposed Listing will be subject

to regulatory approvals in Singapore

and an application will be made

to the relevant authorities in due

course. We have engaged Global

Book Runners and counsel for the

Proposed Listing.

The portfolio to be acquired by

Business Trust is being evaluated

and is currently envisaged that

the Company would maintain a

significant ownership stake in

Business Trust.. We expect the

proceeds of the Proposed Listing

to be used to pay down all or a

substantial part of the Group senior

and mezzanine debt and part finance

the rollout of the development

pipeline, focussing on our target of

1,500 MW during 2015. Your Board

believes that the Proposed Listing

would optimise the cost of the

Company’s debt and equity, which

is the Company’s largest operational

cost, and therefore enhance the

underlying value of its assets and

generating substantial shareholder

value.

Our current portfolio continues

to perform well, with PLFs at the

portfolio level at or exceeding our

initial estimates, validating our

vigorous evaluation process used

for all new projects and our strategy

to build scale quickly whilst not

compromising on the quality of our

assets.

We believe that Mytrah’s continued

access to financing in India; our

access to land enabling us to take

greater control over our roll-out

schedule; our diversified range

of strong partnerships with wind

turbine manufacturers; our ability

to build assets at a competitive cost

whilst managing development risk;

and the quality of our management

and teams will enable the Group

to continue to grow rapidly and

generate significant value for our

shareholders.




Financial ReviewA summary of key financial results is set out in the tables below and discussed in this section.

Income statement summary

Period/Year ended 9 months ended 31 December 2012

12 months ended 31 March 2012

Change

USD m USD m USD m

Revenue 30.92 6.97 23.95

Gross Profit 25.60 3.53 22.07

Other operating income 7.99 - 7.99

EBITDA 35.48 3.78 31.70

Finance costs (net) 16.67 4.70 11.97

Depreciation and amortisation 5.59 3.28 2.31

Profit/(Loss) before tax 13.22 (4.20) 17.42

Taxation credit/(expense) (1.19) 1.37 2.56

Profit/(Loss) after tax 12.03 (2.83) 14.86

344%growth in revenue.

USD 12.03 mmaiden profit.

ROE of approximately20%.

RevenueFor the nine month period ended 31

December 2012 the Group’s revenue

was USD 38.91 m, including other

operating income (revenue 12 month

period ended 31 March 2012: USD

6.97 m; other operating income 31

March 2012: USD Nil). The increase

in revenues is primarily attributable

to increase in installed capacity

during the period. USD 0.45 m and

USD 0.24 m of Generation Based

Incentive (“GBI”) and Renewable

Energy Certificates (“REC”) revenues

respectively not accrued pending

extension of GBI scheme and

realization of RECs.

Gross profitAs a result of increased revenues

the Group has recorded a gross

profit of USD 25.60 m for the nine

month period ended 31 December

2012 (31 March 2012: USD 3.53 m).

The gross profit margins increased

by 32.15% to 82.79% for the nine

month period ended 31 December

2012 (31 March 2012: 50.64%).

Gross profit increased by USD 4.27 m

on account of change in estimated

useful life and residual value of

wind farm assets as explained in

note 35 of the consolidated financial

statements.

EBITDAEBITDA for the nine month period

ended 31 December 2012 increased

to USD 35.48 m (31 March 2012:

USD 3.78 m), an increase of USD

31.70 m following the significant

increase in Group’s revenues. EBITDA

includes other operating income of

USD 7.99 m (31 March 2012: USD

Nil).

Finance costsFinance costs for the nine month

period ended 31 December 2012

were USD 16.67 m compared with

USD 4.70 m for the year ended

31 March 2012, which was due to

Business Review

2626


an increase in borrowings by USD

115.76 m to USD 268.43 m at 31

December 2012 (31 March 2012:

USD 152.67 m), reflecting the

increase in the Company’s installed

capacity during the period.

Depreciation and amortisationDepreciation and amortisation for

the nine month period ended 31

December 2012 was USD 5.59 m

(31 March 2012: USD 3.28 m). The

increase in depreciation was mainly

on account of depreciation on wind

farms and other plant and machinery

capitalised during the period. Also

during the period, in line with

International Accounting Standards,

the group has revised the useful life

of wind farms assets and increased

the useful life of Wind Turbine

Generator to 25 years from 20 years.

Refer note 35 of the consolidated

financial statements for further

details on change is useful life.

TaxationThe tax expense for the period

ended 31 December 2012 was

USD 1.19 m (31 March 2012: tax

credit of USD 1.37 m). The tax

expense represent the net deferred

tax liability on timing differences

accounted during the period.

Profit after taxThe Group recorded a profit after tax

of USD 12.03 m for the nine month

period ended 31 December 2012

(31 March 2012: USD (2.83) m). The

operations resulted in profit for the

period from continuing operations

attributable to the equity holders of

the Company which was primarily

due to an increase in revenues by

USD 23.95 m during the period

ended 31 December 2012.

Profit per shareBasic and diluted earnings per share

from continuing operations for


December 2012 were USD 0.0735,

compared with USD (0.0173) for the

year ended 31 March 2012.

The Group was able to establish good relationship with banks and financial institutions which enabled to raise further financing since period end.

Depreciation of the Indian Rupee against the US dollar of approximately

7.0%during the period, has not impacted the Company’s performance

at the India level.




Net assets increased by 6.4% to

USD 118.73 m (31 March 2012: USD

111.60 m) and the net assets per

share increased by 6.4% to USD

0.73 (31 March 2012: USD 0.68).

The main movements in the balance

sheet items were trade receivables,

trade payables and loans drawn

down during the financial year.

Capital structureStrong financial capital management

is an integral part of the Directors’

strategy to achieve the Group’s

stated objectives. The Directors’

review financial capital reports on

a quarterly basis and the Group

treasury function do so on a weekly

basis, ensuring that the Group has

adequate liquidity.

As at 31 December 2012, the Group

had net debt of USD 258.97 m (31

March 2012: USD 149.52 m). During


December 2012, additional loans

of USD 115.76 m were drawn down

(31 March 2012: USD 152.67 m).

The Group continues to be able to

borrow at competitive rates and

therefore currently deems this to

be the most effective means of

raising finance. The Group was able

to establish good relationship with

banks and financial institutions

which enabled to raise further

financing since period end.

Further information on the Group’s

capital structure is provided in

note 1 to the financial statements,

including details of how the Group

manages risk in respect of capital,

interest rates, foreign currencies and

liquidity. A debt maturity profile is

also included.

Principal risks and uncertaintiesThe Group is faced with a variety

of risks to the management of

the business and the execution

of its strategy. These risks are

managed on a day-to-day basis by

the Management Committee and

formally reviewed by the Audit

Committee and the Board to monitor

that appropriate and proportionate

mitigation in the form of processes

and controls are in place. A summary

of the key business risks are detailed

below.

Business interruption/Critical

service failure

The Group’s current wind farms are

dependent on stable patterns of

wind, operations and maintenance

undertaken by Suzlon Energy

Limited (“Suzlon”), grid connectivity

and other critical resources. In the

event that a critical resource was not

available then this could affect the

operation of a wind farm and have a

knock-on effect on our revenue.

In mitigation of this risk, Mytrah uses

independent consultants to conduct

wind feasibility studies when

evaluating projects and also use

independent consultants to evaluate

wind turbine generators supplied

to our wind farms. We also ensure

periodic preventative maintenance

is undertaken. The Group is building

an asset management team to

ensure, and where possible enhance

standards of asset management

undertaken both internally for

our self-build projects and those

projects built and maintained by our

turnkey partners.

We are commissioning 100.5 MW

Financial positionOur balance sheet at 31 December 2012 can be summarised as set out in the table below:

Period/Year ended Assets (USD m) Liabilities (USD m) Net assets/(liabilities) (USD m)

Property, plant and equipment 358.17 - 358.17

Other non-current assets and liabilities 45.40 (14.25) 31.15

Current assets and liabilities 14.61 (29.31) (14.70)

Post-retirement obligations - (0.01) (0.01)

Deferred tax 3.09 3.09

Total before net debt 377.70

Net debt (258.97) 258.97

Total as at 31 December 2012 118.73

Total as at 31 March 2012 111.60

2828


of capacity with ReGen Power and

137.7 MW with Gamesa, diversifying

our development and asset

management risk.

Delay in commissioning projects

Construction projects are by their

very nature complicated and subject

to numerous factors that could

cause a delay in the completion

and commissioning of a wind farm.

The majority of our current projects

and those under construction and

at final stages of delivery are under

contracts with Suzlon, and more

recently, ReGen Power and Gamsea

which have provisions that enable

Mytrah to make claims for liquidated

damages in the event there is a

delay in commissioning a project.

In addition, our projects are closely

managed on a daily basis, with issues

quickly escalated to senior levels

within the organisation.

Information Technology/Processing

As the business expands and

processes become increasingly

automated, our IT requirements

are growing and are now more

critical to our operations. We

have an experienced IT team in

place, ensuring systems are well

maintained and our growing IT

requirements are being fulfilled. We

have an SAP enterprise resource

management software which is

facilitating the expansion of the

business and enhancing the quality

of information available to our

management and executive teams.

Environmental compliance

Non-compliance with environmental

legislation would expose the Group

to various potential penalties and

would run counter to our core

values. To mitigate this risk, the

Group undertakes an environmental

and social due diligence report for

each project. The majority of our

environmental compliance activities

are currently undertaken by Suzlon

and Regen Power. However Mytrah

has the necessary expertise and

procedures to ensure compliance

with environmental legislation in

respect to the commissioning of

projects under our self-development

strategy. Compliance with

environmental legislation is at the

heart of our self-build development

strategy.

Managing change

The Group continues to be in a

rapid growth phase and the Indian

renewable energy sector is also one

of rapid change, with new measures

being introduced on a national and

state level. To mitigate this risk, the

Group uses independent consultants

and outsourced contractors where

appropriate to ensure the Group’s

activities can be scaled up or down

as required on a timely basis and

help ensure the business can be

flexible in response to changes in

the industry and the political and

economic environment.

Availability and cost of financing

The Group is reliant, at this early

stage of its development, on the

timely availability of senior debt

and mezzanine financing in order to

finance its ambitious asset roll-out

schedule. To mitigate this risk, the

financing team has established

relationship across a diverse range of

finance providers in India, including

The State Bank of India, which is a

testament to the attractiveness of

the Group’s business model and the

strength of our management team.

Projects can also be financed from

internal cash generation in the event

that new debt financing becomes

unavailable to the Group.

The largest operational cost of

the Group is the cost of debt. The

Group’s projects are financed by

project based debt. Management

has structured the projects in such

a way that debt is only drawn down

once key development milestones

are reached and the majority of debt

is only drawn down once capacity

is installed and it starts generating

revenue. The cost of debt is factored

into each project at the evaluation

stage to ensure it meets or exceeds

our minimum IRR requirements.

As mentioned earlier, the Board is

also evaluating the possibility of a

We are commissioning 100.5 MW of capacity with ReGen Power and 137.7 MW with Gamesa, diversifying our development and asset management risk.




Business Trust Listing that would

substantially or wholly pay down the

Group’s debt.

Strategy review and future growthThe Group’s business model is

based on delivering wind assets at a

competitive price whilst minimising

development risk to generate value

to shareholders. The Group has

agreements with three leading global

wind turbine manufacturers, Suzlon

Energy Limited (“Suzlon”), Regen

Power (“ReGen”) and Gamesa Wind

Turbines Private Limited (“Gamesa”).

As detailed above, we have also

announced the proposed acquisition

of 59.75 MW of operational assets

subject to regulatory approval and

formal documentation. Over time, we

expect the fragmented renewable

energy sector in India to consolidate

and the Group will continue to

evaluate opportunities as and when

they arise.

With 309.9 MW of operational

capacity now in place and an

expected total of 600 MW during

2013, the Group has demonstrated

its ability to deliver wind capacity

at speed and at a competitive

price, whilst firmly establishing

credibility as a relative newcomer

into the sector by being one of the

largest wind IPPs in India since its

incorporation two and a half years

ago.

Mytrah is not just intending to

become the number one wind IPP

in terms of scale in India, but also

aims to be a competitive cost and

value based operator in the country,

in order to secure higher returns

for shareholders. It’s not just about

scale, but about the quality, cost

and performance of the assets to

generate stable and long-term

income streams. Specifically, we

aim to achieve this through a

combination of achieving project

costs below the market benchmark,

innovative financing and attention

to detail in site selection and project

implementation cycles. These will

be significantly important and and

are key differentiating factors for the

Group against its peers.

During the financial year, in

September 2012, we embarked on

our first three projects with both

Gamesa and Regen in the states of

Karnataka, Andhra Pradesh and Tamil

Nadu totalling 238.2 MW. Following

the completion of these sites, Mytrah

will have over 600 MW spread

over 16 projects across six states,

providing both a portfolio effect from

a risk perspective and as highlighted

above reduced execution risk on

future developments as the majority

of these sites have the capacity to be

significantly expanded.

In September 2012, in order to

focus management time on its

core activities and in keeping

with the Company’s strategy to

outsoucre project development

to de-risk the development of our

projects, the Company entered

into an agreement with Bindu Urja

Infrastructure Limited (“BUIL”) for

the provision of balance of plant

services. Pursuant to the agreement

with BUIL, the Company finalised

the re-deployment of its plant and

project management teams, which

has enabled the Group to de-risk the

development of our projects.

In addition to our existing assets

we have secured a number of

allotments with exclusive licenses,

rights and concessions with the

Governments of Andhra Pradesh

in respect of approximately 2,800

MW, Karnataka for approximately

1,600 MW and Gujarat for 1,000

MW. The acquisition of high

quality development assets is a

Mytrah is not just intending to become the number one wind IPP in terms of scale in India, but also aims to be a competitive cost and value based operator in the country, in order to secure higher returns for shareholders.

3030


strategic priority for the long-term

sustainability of the business. The

availability of suitable land in the

wind-rich states is a valuable and

finite resource. These agreements

and any future agreements with

other wind-rich states are a

strategic priority for the long-term

sustainability of the business which

provides a competitive advantage

and a future engine for growth.

As at the period-end, our allotments

and concessions secured across

wind-rich locations in states in

western and southern India, which

include relevant leases and direct

allotments, licenses and sanctions

from the respective state authorities

for the installation of wind power

generation farms, are at an estimated

capacity of up to 8,000 MW.

In addition to the acquisition

of future land assets, we have

continued the installation of wind

masts to collect more wind data

across our various sites and we now

have 122 masts spread across all

wind-rich states.

Our existing development pipeline

is expected to take us to a total of

1,500 MW during 2015 and we look

forward to providing further updates

on our development activities and

more as the year progresses.

Operational overviewThe Group currently has seven projects fully developed and connected to the grid totalling to 309.9 MW of installed

capacity as set out below:

Project Location State Capacity (MW)

Tejva Rajasthan 42.0

Mahidad Gujarat 25.2

Chakla Maharashtra 39.0

Kaladonger Rajasthan 75.6

Jamanwada Gujarat 52.5

Sinnar Maharashtra 12.6

Vajrakarur Andhra Pradesh 63.0

Total 309.9

309.9 MW installed capacity across four states

42 MW

25.2 MW

39 MW

75.6 MW

52.5 MW

12.6 MW

63 MW Tejva, Rajasthan

Mahidad, Gujarat

Chakla, Maharashtra

Kaladonger, Rajasthan

Jamanwada, Gujarat

Sinnar, Maharashtra

Vajrakarur, Andhra Pradesh




The assets currently under development and due for completion in stages during 2013 are as follows:

Subsequent to the period end and following the announcement of the proposed acquisition of 59.75 MW, which remains subject to regulatory approval and formal documentation, we repositioned the timing of some our development pipeline which included the 24 MW at Gotne in Maharashtra and the movement of

31.25 MW at Sautada in Maharashtra

into the Group’s 2014-2015

development pipeline. This has been

done at no cost to the Group.

The Board believes that one of

the significant advantages of the

Group’s business model is its ability

to adapt by adjusting the size and

locations of individual projects. We

are aware of the many well reported

cases of significant delays within

the Indian infrastructure market

and consider our ability to redeploy

capital without any additional

cost and avoid being tied into

delayed projects with rising costs,

a significant and unique advantage

that Mytrah has over the majority of

its competitors.

Project Location State Capacity (MW)

Burgula Andhra Pradesh 37.4

Savalsang Karnataka 100.3

Vagarai Tamil Nadu 100.5

Total 238.2

The Board believes that one of the significant advantages of the Group’s business model is its ability to adapt by adjusting the size and locations of individual projects. We are aware of the many well reported cases of significant delays within the Indian infrastructure market and consider our ability to redeploy capital without any additional cost and avoid being tied into delayed projects with rising costs a significant and unique advantage that Mytrah has over the majority of its competitors.

Andhra Pradesh has increased the tariff for wind power projects from Rs 3.50 per kWh to Rs 4.70 per kWh, Gujarat has increased its tariff to Rs 4.15 per kWh and recently Maharashtra State Electricity Board announced a revised tariff structure ranging up to Rs. 5.81 per kWh.

In addition, the Rajasthan State Electricity Regulatory Commission has issued a tariff order determining the tariff for wind power plants as Rs. 5.46 per kWh and Rs. 5.73 per kWh for ”Jaisalmer” and “Barmer” districts respectively. This will have a positive impact on the Group’s future plans and portfolio.

3232


I am also pleased to inform that

the Group’s strategy of holding the

project and turbine prices generally

constant over a long period of time

is now playing out as there has

been positive momentum on the

regulatory side in terms of feed in

tariff; Andhra Pradesh has increased

the tariff for wind power projects

from Rs 3.50 per kWh to Rs 4.70 per

kWh, Gujarat has increased its tariff

to Rs 4.15 per kWh and recently

Maharashtra State Electricity Board

announced a revised tariff structure

ranging upto Rs. 5.81 per kWh.

In addition, the Rajasthan State

Electricity Regulatory Commission

has issued a tariff order determining

the tariff for wind power plants as

Rs. 5.46 per kWh and Rs. 5.73 per

kWh for ”Jaisalmer” and “Barmer”

districts respectively. This will have a

positive impact on the Group’s future

plans and portfolio. The Group also

expects the state of Karnataka to

increase their tariff in the near term

by passing a judgment in response

to the petitions filed in Karnataka

Electricity Regulatory Commission

by all the major Wind associations

of the country; again providing

significant benefit to the Group’s

future portfolio as any increases

in the feed in tariff will have a

favorable impact on the Group’s

future projects.

Of our existing projects only 16.8

MW have off-take agreements

related to the Renewable Energy

Certificate Market (“REC”). The

market for REC trading has been

subdued with trading occurring at

the floor price in limited volumes.

The Group is pleased that its

decision to enter into long term

PPAs for the majority of its assets

has proved correct at this stage

and provides a very high visibility

of revenues and profitability for

the duration of those contracts.

In addition, as highlighted above

we expect that about 20% of our

portfolio by the end of 2013 will be

from selling power under the Group

Captive scheme, this has the effect

of leveraging those assets into future

increases in the power price.

Depreciation of the Indian

Rupee against the US dollar of

approximately 7.0% during the

period, has not impacted the Group’s

performance at the Indian level. This

is primarily due to all capital assets

being procured in Indian Rupees

as well as all loan liabilities being

contracted in Indian Rupees. As a

result, the weakening of the Indian

Rupee against all major currencies is

not expected to have any economic

or cash impact on the Group and its

business.

During the period we have seen the

average age of our trade receivables

fall from 75 days to 49 days. This is

a reflection of the improved financial

position of many State Electricity

Boards following the government

refinancing announced in September

2012 and the increase in electricity

prices across the sector.

Market environmentThere continues to be a significant

shortage of power supply in India.

Although India’s development in

electricity generation has increased

significantly over the past decade,

the development of new power

generation facilities and increase in

electricity generation has not kept

up with the increase in demand

for electricity. This is in part due

to India’s dependence on thermal

sources for meeting its power

requirements. As of April 2013,

more than 67% of India’s installed

power generation capacity was from

thermal sources, primarily coal-

fuelled power plants, and these

sources represented 83% of India’s

electricity generation. However,

thermal power plants in India have

experienced challenges in meeting

generation targets primarily due

to an inadequate supply of coal

produced in India as a result of

low productivity and infrastructure

constraints and the increasing cost of

coal imports caused by, among other

things, a weakening Indian Rupee.

As a result, India has experienced,

and is currently facing, a significant

power supply deficit. This power

deficit was 8.5% and 8.7% in 2011-

12 and 2012-13, respectively, with

all states facing an energy shortage.

With some 50% of rural areas not

having access to the electricity grid,

current electricity consumption per

capita at only 25% of the global

average and with urbanisation

expected to increase from 28% to

41% by 2030, the energy sector

in India represents a significant

opportunity underpinned by a

substantial capacity deficit.

Indeed, the demand for electricity in

India is expected to continually grow

by some 7% compounded annual

rate over the next 10 years. The




current Five Year plan called for an

increase in total generation capacity

to 310 GW by 2017. It is expected

that this target will not be met with

an estimated shortfall of between 55

GW – 60 GW by 2017. The country’s

installed capacity is approximately

214 GW and with the well-publicised

difficulty in delivering cost-effective

fossil fuel based power, Mytrah is in

a strong position to benefit as the

deficit continues to grow. Due to

the above mentioned supply issues,

recent advances in wind turbine

technology and the opening of the

electricity market to the private

sector, in certain instances the cost

of wind power in India has reached

‘Grid Parity’ with traditional thermal

power generation. This is particularly

evident in Mytrah’s case as the

capital cost of our assets is estimated

to be the lowest in the industry.

The fundamental market continues

to move advantageously for Mytrah.

As highlighted above, over the last

eight months we have recently seen

significant increases in long-term

tariff for wind generated electricity

across all of our principal states

while our project and asset prices

remained at similar levels. We

believe we will continue to see

increase in power tariff flowing

through to energy producers as the

underlying prices charged to end

consumers have increased and as

India tries to address its continued

significant power shortage.

On 1 April 2012, the Generation

Based Incentive (“GBI”) scheme

expired. However, in the recent

Budget session for 2013-14, the

Finance Minister announced the

reintroduction of the GBI scheme.

Details of the new GBI scheme

are yet to be announced by the

government. Several of our projects

which are at an advanced stage of

development and are expected to

be commissioned during 2013 will

benefit from this scheme.

Whilst GDP growth in India has

slowed over the last year, it is still

estimated to be 5%. In April 2012,

the Reserve Bank of India cut interest

rates by 0.5% and a further 0.25%

cut in September 2012. Although the

Indian Rupee and inflation targets

remain under pressure, we believe

there is potential for further rate cuts

over the coming year. As interest

on our debt is our main operational

cost, any reduction in interest rates

provides a significant benefit to

Mytrah.

CorporateIn order to support our rapid

development, in December 2012 we

were pleased to appoint Investec

Bank as our Joint Broker alongside

Mirabaud Securities. We believe that

Investec’s involvement will help us

fulfil our growth potential.

The Board is committed to high

levels of corporate governance,

demonstrated by the broad

compliance with the Quoted

Companies Alliance Corporate

Governance Guidelines for Smaller

Quoted Companies (“QCA Code”).

The Board appointed KPMG as

auditors in place of Deloitte in

November 2012, following an

evaluation of a number of vendors

by management and a final

recommendation from the Audit

Committee.

In November 2012, the Board

reduced in size to three Directors,

Ravi Kailas (Chairman & CEO), Rohit

Phansalkar (Independent Non-

Executive) and Russell Walls (Senior

Independent Non-Executive) in order

to improve operating efficiencies.

We believe we will continue to see increase in power tariff flowing through to energy producers as the underlying prices charged to end consumers have increased and as India tries to address its continued significant power shortage.

3434


Human capitalAt Mytrah, our core values drive

our valuations. We aspire to be

considered as an employer of

choice, and thereby have fostered

high working standards and positive

employee relations. Our work culture

is inclusive, where we respect and

value individual differences.

Health, safety and wellbeingAs part of our health series initiative

Mytrah continued its investments

in various initiatives starting from

comprehensive health insurance

for its employees to regular health

check-ups. We have implemented

a Safety Health and Environment

Policy (SHE) to ensure safety of our

employees at project sites.

ComplianceHR tracks the changes in labour laws

in the locations where we have a

presence. We also ensure that there

is continued emphasis on developing

guidelines and approaches for HR

governance and compliance in this

phase of rapid growth.

Corporate and social responsibility (“CSR”)All CSR activities through out the

lifecycle of our turnkey projects are

undertaken by our turnkey suppliers,

namely Suzlon and more recently,

ReGen Power. These activities are

monitored internally.

As we initiate our self-development

projects, Mytrah is responsible for

CSR activities before and after the

construction phase (during which,

the manufacturer is responsible for

CSR activities).

We have engaged independent

third party expertise in this field

to assist in the development of

our own comprehensive social

environmental, health and safety

management system alongside

establishing detailed standards,

policies and procedures and internal

accountabilities and governance.

These standards, policies and

procedures are designed to ensure

Mytrah complies with the following

standards (which are consistent with

local regulatory requirements and

guidelines, both generic and sector

specific, issued by the World Bank

Group):

ISO 14001 (Environmental

Management Systems)

ISO 18001 (Occupational Health &

Safety)

ISO 9001 (Quality Management

Systems)

Compliance with our internal

standards, policies and procedures

will be monitored by a management

steering committee chaired by

the Chief Operating Officer and

also subject to quarterly review by

Internal Audit and at least annually

by an independent third party.

OutlookThis has been another period of

transformational growth for Mytrah

where we continue to demonstrate

our unrivalled ability to execute

our strategy of generating reliable

and long-term revenue streams

and enhancing shareholder value

through rapid execution at scale of

high quality assets at a competitive

price whilst managing development

risk. We will continue to be highly

active in our pursuit to generate

shareholder value by evaluating

the Proposed Listing detailed in

the Chairman and CEO’s statement,

seeking attractive opportunities

and further raising our profile as the

leading wind IPP in India to achieve

our ambitious and unprecedented

rollout schedule.

Finally, I would like to take this

opportunity to welcome our new

shareholders and once again thank

all our shareholders, management,

advisors and associates for their

support as we executed our strategy

over the period.

Ravi KailasChairman and CEO




3636


We help people reach their full potential through ongoing training and development programs

Our learning & development




Directors’ Report

The Directors present their report, together with the audited financial statements for the nine months ended 31 December

2012. The information in the statements from the Chairman & Chief Executive, the Business Review, The Directors’ Profiles,

The Corporate Governance Report and the Directors’ Responsibilities Statement forms part of the Directors’ Report.

Vikram Kailas, Alastair Cade, Philip Swatman and Peter Neville stepped down from the Board at the conclusion of the Annual General Meeting held on 8 November 2012.

The Board has a breadth of experience relevant to the Group at its current stage of development, and the Directors believe that any changes to the Board’s composition can be managed without undue disruption.

The biographical profiles of the Directors can be found on page 14.

The Company’s Articles of Incorporation require that all Directors are subject to re-election by shareholders at the first Annual General Meeting following their initial appointment, and at each Annual General Meeting one-third of the Directors retire by rotation. The Board have voluntarily adopted

the relevant provisions of the UK Corporate Governance Code regarding annual re-election of Directors who will offer themselves for re-election by shareholders at the 2013 Annual General Meeting.

Directors’ interestDetails of the share interests of the Directors, their service contracts and terms of appointment are shown in the Remuneration Report.

DirectorsThe Directors, who served throughout the period except as noted, were as follows:

Name Age Position Date of AppointmentRavi Kailas 45 Chairman & CEO 13 August 2010Vikram Kailas 31 Chief Financial Officer 13 August 2010 till 8 November 2012Alastair Cade 40 Executive Director 13 August 2010 till 8 November 2012Rohit Phansalkar 66 Non-Executive Director 13 August 2010Philip Swatman 62 Non-Executive Director 8 September 2010 till 8 November 2012Russell Walls 69 Non-Executive Director 4 November 2011Peter Neville 66 Non-Executive Director 4 November 2011 till 8 November 2012

Principal activities and review of businessThe principal activities of the Group are developing, owning and operating wind energy assets in India. A detailed review of the business is set out in the Chairman and Chief Executive’s Statement on page 22.

Business reviewThe Company is required by the Companies (Guernsey) Law 2008 to include a business review in this report. The information that fulfils the requirements of the business review can be found on pages 26 to 35, which are incorporated in this report by reference.

Results and dividendsThe Group posted a profit after tax of USD 12.03 m (2011: USD (2.83) m) on

a turnover of USD 38.91 m, including other operating income (revenue 31 March 2012: USD 6.97 m; other operating income 31 March 2012: USD Nil) and an EBITDA of USD 35.48 m (31 March 2012: USD 3.78 m). At 31 March 2012 the Group had cash and bank balances of USD 9.47 m (31 March 2012: USD 3.15 m).

The Directors do not recommend the payment of a dividend (31 March 2012: USD Nil).

Capital structureDetails of the issued share capital, together with details of the movements in the Company’s issued share capital during the period are shown in note 26. The Company has one class of ordinary shares, which carry no right to fixed income. Each

share carries the right to one vote at general meetings of the Company. There are no specific restrictions on the size of a holding nor on the transfer of shares, which are both governed by the general provisions of the Articles of Association and prevailing legislation. The Directors are not aware of any agreements between holders of the Company’s shares that may result in restrictions on the transfer of securities or on voting rights.

Details of employee share schemes are set out in note 33.

No person has any special rights of control over the Company’s share capital and all issued shares are fully paid.

38


Directors’ Report (continued)

Substantial shareholdersOn 12 June 2013, the Company had been notified of the following holdings of 3% or more of the 163,636,000 Ordinary

Shares:-

Name Percentage of voting rights and

issued share capitalBindu Urja Capital Inc. 35.60Esrano Overseas Ltd. 14.67Bindu Urja Holdings Inc. 14.67Capital Research Global Investors 8.33Bindu Urja Investments Inc. 7.33Henderson Global Investors Ltd. 5.41Blackrock Investment Management 4.03

Acquisition of the Company’s own sharesThe Company did not acquire any of its shares during the period ended 31 December 2012 (31 March 2012: USD Nil).

Statement of Directors’ responsibilities in respect of the Annual Report and the consolidated financial statementsThe Directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and regulations.

The Directors have elected to prepare the consolidated financial statements in accordance with International Financial Reporting Standards (“IFRS”) as adopted by the European Union. The consolidated financial statements are required to give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for the period.

In preparing those consolidated financial statements, the Directors are required to:

• Select suitable accounting policies and then apply them consistently;

• Make judgments and estimates that are reasonable and prudent;

• State whether applicable accounting standards have been followed, subject to any material departures being disclosed and explained

in the consolidated financial statements;

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

The Directors confirm that they have complied with the above requirements in preparing the annual consolidated financial statements.

The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the consolidated financial statements comply with the Companies (Guernsey) Law 2008. They are also responsible for safeguarding the assets of the Group and hence for taking steps for the prevention and detection of fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included in the Company’s website.

In addition, the Directors confirm, to the best of their knowledge, that:

• The Group financial statements prepared in accordance with IFRS as adopted by the European Union give a true and fair view of the assets, liabilities, financial position and profit of the Group;

• The Business Review includes a

fair review of the development and performance of the business and the position of the Group, together with a description of the principal risks and uncertainties that it faces.

Disclosure of information to auditorsEach Director has responsibility for ensuring that, as far as he is aware, there is no relevant audit information of which the auditors are unaware, and that he has taken all the steps that he ought to have taken to make himself aware of any relevant information that is relevant to the preparation of the auditors’ report and to establish that the Group’s auditors are aware of that information.

AuditorsThe Auditors, KPMG Audit LLC, were appointed by the Board on 9 November 2012 to fill a casual vacancy following the resignation of Deloitte LLP. A resolution concerning the appointment of KPMG Audit LLC as Auditors will be proposed at the Annual General Meeting.

By order of the BoardDean ClarkeCompany Secretary

24 June 2013

Registered Office:Anson PlaceMill CourtLa Charroterie, St. Peter PortGuernsey GY1 1EJ




Corporate Governance Report

In respect to the QCA Guidelines, as

at the date of this report, the Group

was compliant, save for the following

exceptions:-

• TheBoarddoesnothaveaChairman deemed independent on appointment as recommended under Guideline 3 of the QCA Guidelines.TheBoardbelievesthat Ravi Kailas’s appointment as Chairman and CEO is appropriate forthebusinessinitscurrentearlystage of development.

TheBoardcontinuallyreviewsitsgovernance arrangements and has made the following changes during the period.

• TheBoardhasconductedanannualBoardandCommitteeeffectivenessreview;

• TheBoardhasreducedinsizetoimproveit’sspeedandefficiency;

• TheAuditCommitteehasadoptedapolicyontheprovisionofnon-auditservices to ensure independence of the external auditors and approved aGroupwhistleblowingprocedure;

• TheBoardanditsCommitteeshavereviewed and amended their terms ofreferences,inlinewithbestpractice;

• TheBoardhasestablishedaresponsibilitiesstatementsettingouttherolesandresponsibilitiesoftheBoard,Chairman&CEOandtheSenior Independent Director;

• Inlinewithbestpractices,theBoardhasmadeavailableontheinvestorrelations section of the corporate websitetherevisedtermsofreferenceforeachBoardCommittee.

TheBoardComposition

ThecompositionoftheBoardisshown

on page 38. During the period, the

Boardapprovedareductionintheir

numberinordertoincreasethespeed

andefficiencyofdecisionmakingby

reducingtheduplicationbetweenthe

BoardandtheoperationalBoardof

MytrahEnergy(India)Limited.

The Role and Operations of the Board

TheroleoftheBoardistoensure

deliveryofthebusinessstrategy

and long-term shareholder value.

ThegeneralobligationsoftheBoard

andtherolesandresponsibilities

oftheChairman&CEOandSenior

Independent Director are set out

inaformalBoardresponsibilities

statementapprovedbytheBoard.The

Boardfulfilsitsrolebyapprovingthe

annual operating plan and monitoring

businessperformancethroughoutthe

period.TheBoardheldfourformal

scheduledBoardMeetingsduring

thefinancialperiodandinaddition,

heldanumberofunscheduledad-hoc

meetings,typicallybyconferencecall

andsubjecttolocationrestrictions

setoutintheCompany’sArticles

ofIncorporation.Thereisinplace

a schedule of matters reserved for

Boardapproval.

TheBoardhaveapprovedanannual

Boardcalendarsettingoutthedates,

location and standing agenda items

foreachformalscheduledBoardand

Committee meetings and scheduled

Boardcalls.Boardpapersare

circulated to Directors in advance of

scheduled and unscheduled meetings,

whichareofanappropriatequality

toenabletheDirectorstofulfiltheir

obligationsandadequatelymonitor

theperformanceofthebusiness.

Directorswhoareunabletoattenda

meeting are expected to provide their

commentstotheChairman&CEO,

Senior Independent Director or the

CompanySecretaryasappropriate.

TheBoardalsoreceivesmanagement

informationonamonthlybasiswhich

sets out the performance of the

business.

Duringtheperiod,thetopicssubject

toBoarddiscussionatformal

scheduledBoardMeetingsincluded:-

• Businessstrategy;

• ApprovalofAnnualandHalf-YearReports;

• ApprovalofAnnualOperatingPlan;

• FinancialandOperationalperformance;

• Marketandcompetitorreports;

• Seniormanagementhires;

• Financingactivities;

• Relatedpartytransaction;

• AppointmentofExternalandInternal Auditors;

• AppointmentofBrokers;

• BoardCommitteecompositionandcorporate governance review;

• ApprovaloftheMarketAnnouncementspolicy,RolesandResponsibilitiesStatementandupdates to the Securities Dealing Code and Committee terms of references;

• BoardandCommitteeeffectivenessreview

TheBoardembraceshighstandardsofcorporategovernancecontainedinthe2010QuotedCompaniesAllianceCorporate

GovernanceGuidelinesforSmallerQuotedCompanies(“QCAGuidelines”)andwhererelevant,theUKCorporateGovernance

CodeissuedbytheFinancialReportingCouncil.TheQCAGuidelineshavebeenrefreshedin2013andthecorporate

governancereportinthenextAnnualreportfortheyearended31December2013willreportonourcompliancewiththe

updated QCA Guidelines.

4040


Board balance and independence

Following an annual formal review by the Board undertaken in June 2013, taking into account all relevant factors as set out in the QCA Guidelines and

UK Corporate Governance Code, the Board considers Rohit Phansalkar and Russell Walls to be independent in character and judgement.

Whilst the Board does not have a Chairman who was deemed independent on appointment, the Board consists of one Executive Director and two Independent Non-Executive Directors. Over half of the Board is comprised of Independent Non-Executive Directors to ensure that no individual or small group of individuals can dominate the Board’s decision making.

Senior Independent DirectorRussell Walls is the Senior Independent Director. He is available to investors to discuss governance issues or should there be matters of concern that have not, or cannot, be addressed through the normal channels with the Chairman & CEO.

Russell Walls is also available to act as an intermediary between Directors, if required, and to act as a sounding board for the Chairman & CEO.

Advice, insurance and indemnitiesAll Directors have access to the services of the Company Secretary and may take independent professional advice at the Company’s expense in conducting their duties.

The Company provides insurance cover for its Directors and Officers, which is reviewed annually, and has entered into deeds of indemnity with the Directors who were in service at the time of the IPO in 2010.

ConflictsDirectors’ interests is a standing agenda item at each formal scheduled Board Meeting. Each Director is required to disclose any actual or potential conflicts of interest and a register of Directors’ interests is maintained by the Company Secretary. If there is a conflict of interest or a matter relating to a particular Director or a related party transaction, then the Board understands that the relevant Director should recuse themselves from the discussion. In September 2012, Ravi Kailas recused himself from discussions regarding a related party transaction that was approved by the Board and announced to the market on 28 September 2012.

Board evaluationA formal and rigorous evaluation of the performance and effectiveness of the Board and its Committees was undertaken in Q4 2012 and was coordinated by the Company Secretary. The Senior Independent Director led the evaluation of Ravi Kailas in his role as Chairman. The review also gave Directors an opportunity to identify technical and wider industry topics for additional training.

The review involved a tailored questionnaire, the results of which were summarized in a Board report. The Board will consider each year whether the review should be coordinated by an independent third party. The following summary of the recommendations were agreed by the Board.

• Non-Executive Directors to make two visits to Hyderabad in 2013 to attend the Board and Committee meetings of Mytrah Energy (India) Limited and hold meetings and receive training sessions on various

aspects of the business and India’s wind energy sector by senior management.

• More materials and articles relevant to the Group to be circulated to the Board

• Increased time spent on discussing strategy

As a result of the above findings, the following actions have been taken:-

• The Non-Executive Directors visited the Hyderabad office in April 2013 and have another visit planned in September 2013. During the three day visit in April, the Non-Executive Directors attended a Board Meeting of Mytrah Energy (India) Limited and held meetings with senior management to discuss the business and the wider Indian wind energy sector and met representatives of the head of the internal management assurance group and audit partner at Ernst & Young who were appointed as our co-sourced internal audit firm effective 1 April 2013.

• Appropriate time was allocated on the agenda at the Board Meeting held in February 2013 to discuss strategy.

• Reading material of interest to the Board regarding Mytrah and the Indian wind energy sector are circulated as part of the quarterly Board packs.

Board developmentAll new Directors appointed to the Board receive a comprehensive structured induction programme. In 2012, Russell Walls visited twice the Hyderabad office to meet senior management. In 2013, Russell Walls

Corporate Governance Report (continued)

Formal Scheduled Board Meetings for the nine months ended 31 December 2012

Director Maximum Possible Attendance

Meetings Attended Attendance

Ravi Kailas 3 3 100%Rohit Phansalkar 3 3 100%Russell Walls 3 3 100%



and Rohit Phansalkar have two visits to the Hyderabad Office scheduled, where they will have a structured programme of meetings with Senior Management and receive training sessions on various aspects of the business and the Indian wind energy sector.

Reappointment of Directors at the

Annual General MeetingThe Company’s Articles of Incorporation require all new Directors to submit themselves for re-election by shareholders in their first year following appointment. The Company’s Articles of Incorporation also require all Directors to submit themselves for re-election at least every three years if they wish to continue to serve on the Board and are considered by the Board to be eligible.

Following the publication of the UK Corporate Governance Code, it is deemed best practice in the UK for the Boards of FTSE350 listed companies to annually submit themselves for re-election by shareholders. The Board has decided to voluntarily comply with this provision of the UK Corporate

Governance Code and annually submit themselves for re-election at the Annual General Meeting.

Relations with investorsThroughout the year, both Ravi Kailas and Alastair Cade have met with shareholders and their views have been reported back to the Board. Investor relations is a standing agenda item at each formal scheduled Board Meeting.

The Company produces an Annual Report which is distributed to all shareholders and available on the investor relations section of the Company’s website, which also contains information on the Group, copies of Board Committee terms of references and market announcements.

The Board ensures that financial reporting and operational updates are communicated to the market on a timely basis and give an accurate and balanced assessment of the business. In June 2012, the Board adopted a market communications policy that sets out how the Directors meet their

obligations under the AIM rules in this regard and the advisors involved in the market communications process coordinated by the Company Secretary.

Board CommitteesThe terms of reference of the Board Committees set out below are all available in the corporate governance section of the Mytrah Energy website at www.mytrah.com.

The Composition of all Board Committees are compliant with best practices as set out in the QCA Guidelines and the UK Corporate Governance Code.

NominationMembershipSince November 2012, the Nomination Committee is chaired by Ravi Kailas and its other members are Rohit Phansalkar and Russell Walls. The Committee formally met twice during the year to review its terms of reference and review Board and Committee composition. The Committee has a calendar of activities for the year.

Responsibilities The key responsibilities of the Committee are:-

i. Recommending Director nominees to the Board;

ii. Recommending Committee chairs and membership to the Board and Committees;

iii. When appropriate, taking into account the current and the early stage of the Company’s development, reviewing succession plans for the Board and Committees;

iv. Making recommendations to the Board in respect of the re-appointment of any Non-Executive Director at the conclusion of their specified term of office taking into account their performance and

their contribution together with the knowledge, skills, leadership and experience requirements of the Board and Committees;

v. Regularly reviewing the structure, size and composition (including the balance of skills, knowledge and experience), required for the Board.

RemunerationFull information on the composition, role, operation and meeting attendance of the Remuneration Committee is set out in the Remuneration Report on page 45.

AuditMembershipSince November 2012, the Audit Committee is chaired by Russell

Walls and its other member is Rohit Phansalkar. Russell Walls is considered by the Board to have recent and relevant financial experience.

The Committee has a calendar of activities agreed each year. Senior Management, the external auditors and a representative of the out-sourced internal audit service provider, Brahymayya & Co., attend meetings at the request of the Committee. Ravi Kailas has a standing invite to attend all meetings and receive all meeting materials.

Attendance at scheduled Committee Meetings during the year is shown below. Additional ad-hoc meetings by conference call were also held during the year.


Director Maximum Possible Attendance Meetings AttendedRavi Kailas - -Rohit Phansalkar 2 2Russell Walls 2 2

4242


ResponsibilitiesThe key responsibilities of the Committee are:-

i. Monitoring the integrity of financial statements, including approving any material changes in accounting policy, reviewing the financial statements, and any market announcements relating to the Group’s financial performance;

ii. Reviewing the integrity of internal financial control and risk management systems and codes of corporate conduct and ethics and any published statements regarding these systems and codes;

iii. Making recommendations to the Board regarding the engagement of the external auditors, approving their terms of engagement, monitoring their objectivity and performance and setting policy regarding the provision of non-audit services by the external auditors;

iv. Reviewing the plan, scope and results of the annual audit, the external auditors’ letter of comments and management’s response thereto;

v. Receiving reports from internal audit relating to risk control and management’s response to internal audit review findings.

During the year, the topics subject to Committee discussion at formal scheduled Board Meetings included:-

• Appointment of KPMG Audit LLC as external auditors following a ‘beauty parade’ of providers;

• Appointment of Ernst & Young as the outsourced internal audit service provider, effective from 1 April 2013;

• Received and considered reports from the external auditors regarding the scope and findings of their audit of the annual report and review of the half-year report;

• Recommendation of the annual report and half-year report to the Board for approval, together with the management representation letter and audit fees;

• Review of audit and non-audit related fees paid to the external auditors and monitoring the independence of the external auditors;

• Received and considered reports from the internal auditors and management’s responses to their findings.

To ensure the objectivity and independence of the external auditors, any service provided by the external auditors must be approved in accordance with the Group’s policy on auditor independence and the provision of non-audit services, which is consistent with the U.K. Auditing Practices Board’s Ethical Standards for Auditors.

The external auditor is only selected to provide non-audit services if they are well placed to provide the required service at a competitive cost and the Committee is satisfied that the assignment will not impair their objectivity. In accordance with relevant professional standards, the external auditors have confirmed their independence as auditors in a letter to the Directors. Details of fees paid to the external auditors for both audit and non-audit services are given in the Notes to the financial statements.

Internal controlThe Board is responsible for ensuring the Group has effective and sound systems of internal controls, which are

designed to manage, but not eliminate the risk of failure to achieve business objectives and provide reasonable, and not absolute, assurance against material misstatement and loss.

The day-to-day management and monitoring of the Group’s systems of internal control is delegated to the Executive Directors and the Management Committee comprising of the Chairman & Chief Executive, Chief Financial Officer and Managing Director of the Group’s main operating subsidiary, Mytrah Energy (India) Limited, President, Chief Operating Officer and Finance Director of Mytrah Energy (India) Limited.

The Management Committee ensures that the Group’s risk management framework and control culture are embedded within the business, and to that end, during the year the Management Committee ensured that each employee undertook induction training on the Group Code of Conduct established during the year. The Executive Directors provide assurance to the Board, through the Audit Committee, that risks are monitored, appropriately escalated and managed within the risk appetite of the Board.

The systems of internal control are designed to cover all business, financial, reputational and legal risks of the Group and is embedded within the day to day operations of the Group.

The financial reporting controls in place are designed to maintain proper accounting records and provide reasonable assurance concerning the accuracy and integrity of financial information reported both internally and externally. The financial reporting controls are monitored on a monthly basis by internal audit and reported on a monthly basis to the Management Committee and


Director Maximum Possible Attendance Meetings AttendedRohit Phansalkar 5 5Russell Walls 5 5



on a quarterly basis to the Audit Committee.

The identification and evaluation of business risk and the mitigation provided by controls are assessed on an annual basis by each business area. This annual review is coordinated by the internal auditors and reported to the Management Committee for review and challenge before ultimately being reported to the Audit Committee. This risk and control assessment process is a key input into the annual internal audit plan and links to the Board’s assessment of the key risks and the overall effectiveness of internal controls.

In accordance with the QCA Guidelines and UK Corporate Governance Code and best practices guidance for Directors of internal controls issued by the U.K. Financial Reporting Council, the Board, with the advice of the Audit Committee, has reviewed the effectiveness of the systems of internal control for the nine months ending 31 December 2012. As part of this review, the Board received

assurances from the Chairman & Chief Executive and the Chief Financial Officer of Mytrah Energy (India) Limited that the Directors Responsibilities Statement on page 39 is founded on a sound system of risk management and internal controls and that the systems of internal controls are operating effectively in all material respects in relation to reporting financial risks and the mitigation of material business risks.

Relationship agreementThe Company, Mirabaud (The Company’s Co-Broker), Strand Hanson (The Company’s Nomad) and certain Shareholder, namely, Bindu Urja Capital Inc., Bindu Urja Investments Inc., Bindu Urja Holdings Inc., Ravi Kailas, Sila Energy Inc., Esrano Overseas Limited and Angad Paul entered into a relationship agreement on 4 October 2010 whereby those Shareholders undertake to the Company and Strand Hanson, inter alia, not to exercise their voting rights to take control of the Board

of the Company and to conduct all transactions and relationships between them (and any of their associates or concert parties) and the Company on terms which allow the Company to carry on its business independently, at arm’s length and on a normal commercial basis. The agreement remains in force for so long as such Shareholders, their associates and concert parties together control, directly or indirectly, more than 30% of the voting rights of the Company.

Going concernAfter making enquiries and assessing the Group’s financial position, expected future performance, capital expenditure plans, together with other risks facing the Group, the Board have a reasonable expectation that the Company has adequate resources to continue in operational existence for the foreseeable future and has concluded that it is appropriate to adopt the going concern basis in preparing the financial statements of the Group.


4444


The Remuneration CommitteeMembershipSince November 2012, the Remuneration Committee is chaired by Rohit Phansalkar and its other member is Russell Walls. A calendar of activities for the Committee for the

year has been agreed.

Senior Management attend meetings at the request of the Committee and recuse themselves from discussions and decisions taken by the Remuneration Committee in respect of their own remuneration.

Attendance at scheduled Committee Meetings during the year is shown below. Additional ad-hoc meetings by conference call were also held during the year.

Director Maximum Possible Attendance Meetings AttendedRohit Phansalkar 3 3Russell Walls 3 3

Remuneration Report

This report describes the Group’s overall remuneration policy and gives details of the compensation arrangements for Directors for the nine months ended 31 December 2012.

Role and Responsibilities The Remuneration Committee determines and agrees with the Board the broad policy for the remuneration of the Group’s employees, as well as reviewing the ongoing appropriateness and relevance of the Group’s remuneration policy, ensuring that it is structured in a way that aligns reward with performance, shareholder interests and the long-term interests of the business.

The key responsibilities of the Committee are:-

i. Determining the total individual remuneration package, including pension arrangements, of the Executive Director, Senior Management and the Company Secretary;

ii. Reviewing and approving share incentive plans and non-material changes to them;

iii. Approving and determining targets for performance-related pay schemes, including the annual discretionary bonus scheme;

iv. Ensure that the remuneration and

other incentives of newly appointed Directors and Senior Management is within the Company’s overall remuneration policy;

v. Review and approve the scope of any termination payments and severance terms for Executive Directors, ensuring that contractual terms on termination and any payments made are fair to the individual and the Company, that failure is not rewarded and that the duty to mitigate loss is fully recognized.

The full terms of reference of the Remuneration Committee are available on the Group’s website (www.mytrah.com) and on request from the Company Secretary.

The Committee has access to the advice and views of the Chairman & Chief Executive as well as the use of external consultants, if required. No external consultants were engaged by the Committee during the period.

Remuneration policyThe Board considers that appropriate remuneration policies are a key driver

of performance and a central element of corporate strategy. The Group remuneration policy aims are:-

• provide market competitive total compensation;

• motivate, retain and promote individual and corporate outstanding performance;

• differentiate on merit and performance;

• emphasis on variable performance-driven remuneration;

• ensure adherence to the Group’s Code of Conduct;

• align Senior Management with Shareholders’ interests;

• deliver clarity, transparency and fairness of process;

The Group remuneration policy has a strong focus on variable compensation as the Board believes that the interests of the business, Shareholders and employees are best served by containing fixed remuneration costs and maximizing the proportion of total remuneration that is directly performance related.



Remuneration Report (continued)

The key components of the Group’s total remuneration package include:

Element Structure Purpose Performance MeasureBasic salary Fixed Base salary for the role Annual performance review.Other benefits Fixed Benefits in kind. Subject to market comparable reviewAnnual Bonus Variable Executive and Senior Management

bonuses are determined by the

Remuneration Committee taking

into account the performance of the

business, individual performance

and market comparatives.

Committee Discretion, taking into account:-

· Delivery of the Annual Operating Plan

· Performance against agreed KPIs

· Overall financial performance of the Group

· Market comparables

· Any other factor deemed relevant to the

CommitteeShare Option Grants Variable Share awards aim to align total

remuneration with the growth of the

business and shareholder value.

Market comparables and individual

performance. Annual awards are not

envisaged by the Remuneration Committee.

Basic salarySalaries are reviewed annually for

the Executive Director and certain

Executive Directors of Mytrah Energy

(India) Limited. During the year, the

salary of the Chairman and Chief

Executive Officer, at his request,

was reduced from £300,000 to £1,

effective from November 2012.

Annual bonusAt the discretion of the Committee,

each Executive Director and certain

Executive Directors of Mytrah

Energy (India) Limited may receive

a cash bonus subject to achieving

performance targets set by the

Committee and are generally paid in

May each year. The Committee has the

discretion and flexibility to take into

account other factors in determining

any bonus.

Each element of the Executive

Directors’ reward package supports

the achievement of key business

measures and rewards outstanding

performance.

Mytrah Share Option SchemesThe Company has three Share Option

Plans – The Caparo Energy Employee

Cashless Stock Option Scheme, Mytrah

Energy Employee Cashless Stock

Option Scheme and the Mytrah Energy

Executive Cashless Stock Option

Scheme.

All three schemes enable participants

to acquire shares at an option price

fixed at the time of grant. A participant

may receive one or several awards of

stock options.

Benefits and benefits in kindThe Chairman & Chief Executive is

contractually entitled to a lump-sum

life assurance benefit and private

healthcare medical insurance, car and

housing allowances. The Chairman

& Chief Executive does not have any

pension entitlements.

The Directors, both Executive and

Non-Executive, also benefit from

indemnity arrangements in respect

of their services as Directors, and

Directors’ and Officers’ liability

insurance.

Directors’ service contractsThe Chairman & Chief Executive

have a service agreement with the

Company, which is terminable by

either party on not less than 12

months notice. There are no provisions

for remuneration payable on early

termination.

Non-Executive DirectorsThe remuneration of the Non-

Executive Directors is determined by

the Executive Directors. The Non-

Executive Directors serve the Company

under formal letters of appointment

that are terminable on six months

written notice which sets out their

role, obligations as a Director and the

expected time commitment required. It

is the Company’s policy that the Non-

Executive Directors participate in the

Mytrah Share Option Plan to align the

interests of Non-Executive Directors

with shareholders. Such awards are

approximate in value on grant with

one year’s fees and in compliance with

the QCA Guidelines, are not subject

to performance conditions. The Group

share dealing code requires Non-

Executive Directors to hold shares

acquired through the exercise of

options throughout their tenure (other

than to the extent of paying taxes

related to the exercise of an option).

During the year, the annual fee

payable to each Non-Executive

Director was £45,000 per annum. An

additional fee of £10,000 is payable

in respect to the Chairmanship of

a Board Committee and £5,000 in

respect to the Senior Independent

Director role

4646



Directors’ emoluments and compensation (audited)Directors’ remuneration for the nine months ended 31 December 2012 was as follows:

Name USDTotal

31 December 2012

USDTotal

31 March 2012ExecutiveRavi Kailas 278,163 957,780Vikram Kailas * 327,834 678,428Alastair Cade * 185,442 558,705

Non-ExecutivePeter Neville* 53,646 16,295Rohit Phansalkar 65,567 125,715Philip Swatman 71,528 47,889Russell Walls 66,891 16,295Charles Wilkinson - 110,916Angad Paul - 127,444Total 1,049,071 2,639,467

* Alastair Cade, Vikram Kailas, Peter Neville and Philip Swatman stepped down from the Board on 8 November 2012 at the

conclusion of the AGM.

Performance graphThe following graph shows the Company’s share price performance compared with the performance of the FTSE AIM All Share

Index.

160

140

120

100

80

60

40

20

0

-12%

-29%

Oct

-10

Nov

-10

Dec

-10

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11

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11

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-11

Apr-

11

May

-11

Jun-

11

Jul-

11

Aug-

11

Sep-

11

Oct

-11

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-11

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-11

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12

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12

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-12

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-12

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ytra

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Mytrah FTSE AIM all share




Directors’ share interest (audited)The interests of the Directors in shares of the Company as at 31 December 2012 are shown below.

Ordinary Shares held at 31 December 2012Executive DirectorsRavi Kailas 94,276,575*Non-Executive DirectorsRohit Phansalkar -Russell Walls 30,000

*26,575 shares are held directly by Ravi Kailas and 94,250,000 shares are held by Bindu Urja Capital Inc., Bindu Urja

Investments Inc. and Bindu Urja Holdings Inc., which are owned by R&H Trust Co. (Jersey) Limited (the “Trustee”) as trustee

of The Raksha Trust (the “Trust”), a Jersey based discretionary trust settled by Ravi Kailas, of which he and some of his family

members and also a philanthropic trust are discretionary beneficiaries.

Directors’ interest in share awardsAs at 31 December 2012, the Directors held the following share options (refer to note 33 for more detail):

Name Date of grant Number of Ordinary Shares under option

Exercise price per share

(pence)ExecutiveRavi Kailas 22 December 2011 9,090,889 115pNon-Executive DirectorsRohit Phansalkar 4 October 2010 38,700 115p

10 January 2013 21,300 95pRussell Walls 22 December 2011 38,700 95p

10 January 2013 21,300 95p

During the period, no Director held any interest in the shares or loan stock of any subsidiary of the Company.

Approved and signed on behalf of the Board

Rohit Phansalkar

Remuneration Committee Chairman

4848


Independent Auditor’s Report to the members of Mytrah Energy Limited

We have audited the Group financial statements of Mytrah

Energy Limited for the nine month period ended 31

December 2012, which comprise the consolidated income

statement, the consolidated statement of comprehensive

income, the consolidated statement of financial position,

the consolidated statement of changes in equity, the

consolidated statement of cash flows and the related

notes 1 to 38. The financial reporting framework that has

been applied in their preparation is applicable law and

International Financial Reporting Standards (IFRSs) as

adopted by the European Union.

This report is made solely to the Company’s members, as

a body, in accordance with Section 262 of the Companies

(Guernsey) Law, 2008. Our audit work has been undertaken

so that we might state to the Company’s members those

matters we are required to state to them in an auditor’s

report and for no other purpose. To the fullest extent

permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s

members as a body, for our audit work, for this report, or for

the opinions we have formed.

Respective responsibilities of Directors and auditor

As explained more fully in the Directors’ Responsibilities

Statement, the Directors are responsible for the preparation

of the financial statements and for being satisfied that they

give a true and fair view. Our responsibility is to audit and

express an opinion on the Group financial statements in

accordance with applicable law and International Standards

on Auditing (UK and Ireland). Those standards require

us to comply with the Auditing Practices Board’s Ethical

Standards for Auditors.

Scope of the audit of the financial statements

An audit involves obtaining evidence about the amounts

and disclosures in the financial statements sufficient to

give reasonable assurance that the financial statements

are free from material misstatement, whether caused by

fraud or error. This includes an assessment of: whether

the accounting policies are appropriate to the Group’s

circumstances and have been consistently applied and

adequately disclosed; the reasonableness of significant

accounting estimates made by the Directors; and the overall

presentation of the financial statements. In addition, we

read all the financial and non-financial information in the

annual report to identify material inconsistencies with the

audited financial statements. If we become aware of any

apparent material misstatements or inconsistencies we

consider the implications for our report.

Opinion on financial statements

In our opinion the Group financial statements:

give a true and fair view of the state of the Group’s affairs

as at 31 December 2012 and of its profit for the period

then ended;

have been properly prepared in accordance with IFRSs as

adopted by the European Union; and

have been prepared in accordance with the requirements

of the Companies (Guernsey) Law, 2008.

Matters on which we are required to report by exception

We have nothing to report in respect of the following

matters where the Companies (Guernsey) Law, 2008

requires us to report to you if, in our opinion:

proper accounting records have not been kept; or

the financial statements are not in agreement with the

accounting records; or

we have not received all the information and explanations

we require for our audit.

Other matters

In our opinion the part of the Director’s report relating to

Director’s remuneration has been properly prepared in

accordance with the provisions of AIM Rule 19.

24 June 2013

KPMG Audit LLC

Chartered Accountants

Heritage Court,

41 Athol Street

Douglas,

Isle of Man



CONSOLIDATED INCOME STATEMENTfor the period ended 31 December 2012

Note Period ended 31

December 2012

USD

Year ended 31

March 2012

USDContinuing operationsRevenue 6 30,922,696 6,973,960Cost of sales (5,320,355) (3,447,415)Gross profit 25,602,341 3,526,545Other operating income 6 7,993,199 -Administrative expenses (4,119,828) (4,323,041)

Operating profit/(loss) 7 29,475,712 (796,496)Finance income 10 409,624 1,296,425Finance costs 11 (16,664,459) (4,702,595)Profit/(loss) before tax 13,220,877 (4,202,666) Income tax (expense)/credit 12 (1,194,583) 1,370,067Profit/(loss) for the period/ year from continuing operations attrib-

utable to the equity holders of the Company

12,026,294 (2,832,599)

Earnings/ (loss) per share from continuing operationsBasic 13 0.0735 (0.0173)Diluted 13 0.0735 (0.0173)

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

5050


CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOMEfor the period ended 31 December 2012

Period ended 31

December 2012

USD

Year ended 31

March 2012

USDProfit/(loss) for the period/year from continuing operations attributable to the

equity holders of the Company

12,026,294 (2,832,599)

Other comprehensive lossForeign currency translation adjustments (5,867,292) (12,021,898) Change in fair value of available for sale financial instruments (11,230) 31,656Other comprehensive loss for the period/year (5,878,522) (11,990,242)Total comprehensive income/(loss) for the period/ year attributable to the

equity holders of the Company

6,147,772 (14,822,841)




CONSOLIDATED STATEMENT OF FINANCIAL POSITIONas at 31 December 2012

Note 31 December 2012

USD

31 March2012

USDAssetsNon-current assetsIntangible assets 14 699,259 64,881Property, plant and equipment 15 358,174,528 371,212,559Other non-current assets 16 44,696,236 46,986,457Held-to-maturity investments 17 - 964,281Deferred tax assets 18 3,089,279 2,082,787Total non-current assets 406,659,302 421,310,965Current assetsTrade receivables 19 7,187,329 1,779,129Other current assets 20 4,230,125 7,235,260Available for sale investments 17 3,191,023 4,787,630Cash and bank balances 21 9,469,106 3,151,975Total current assets 24,077,583 16,953,994Total assets 430,736,885 438,264,959LiabilitiesCurrent liabilitiesBorrowings 22 16,402,362 2,281,959Trade and other payables 23 27,108,668 159,224,484Retirement benefit obligations 24 1,214 22,795Tax liabilities 12 2,201,272 480,717Total current liabilities 45,713,516 162,009,955Non-current liabilitiesBorrowings 22 252,036,630 150,392,048Liability component of compulsorily convertible preference shares 25 11,298,416 11,435,270Derivative financial instruments 22 & 25 2,947,030 2,779,637 Retirement benefit obligations 24 4,242 43,166Total non-current liabilities 266,286,318 164,650,121Total liabilities 311,999,834 326,660,076Net assets 118,737,051 111,604,883 EquityShare capital 26 72,858,278 72,858,278Retained earnings 27 7,443,230 (4,583,064) Other reserves 28 (16,959,629) (12,065,503) Equity attributable to owners of the Company 63,341,879 56,209,711Non-controlling interests 29 55,395,172 55,395,172 Total equity 118,737,051 111,604,883

These financial statements were approved by the Board of Directors and authorised for use on 24 June 2013

Signed on behalf of the Board of Directors by:

Ravi Kailas Russell Walls

Chairman and CEO Director


5252


CONSOLIDATED STATEMENT OF CHANGES IN EQUITYfor the period ended 31 December 2012

Share capital

Foreign currency

translation reserve

Equity- settled-

employee- benefits reserve

Fair value reserve

Retained earnings

Non-controlling

interests

Total

USD USD USD USD USD USD USDBalance as at 31 March 2011 72,858,278 (933,080) 169,772 - (1,750,465) - 70,344,505Loss for the year - - - - (2,832,599) - (2,832,599)Other comprehensive loss for the year:Foreign currency translation adjustments (note 28)

- (12,021,898) - - - - (12,021,898)

Change in fair value of available for sale financial instruments (note 28)

- - - 31,656 - - 31,656

Issue of CCPS (note 25 and 29) - - - - - 57,937,332 57,937,332Deferred tax on share issue costs (note 18)

- - - - (651,753) (651,753)

Share issue costs on issue of CCPS (note 25 and 29)

- - - - - (1,891,056) (1,891,056)

Issue of equity shares of MEIL to IIF (note 25 and 29)

- - - - - 649 649

Equity settled share based payments (note 33)

- - 688,047 - - - 688,047

Balance as at 31 March 2012 72,858,278 (12,954,978) 857,819 31,656 (4,583,064) 55,395,172 111,604,883Profit for the period - - - - 12,026,294 - 12,026,294Other comprehensive loss for the period:Foreign currency translation adjustments (note 28)

- (5,867,292) - - - - (5,867,292)

Change in fair value of available for sale financial instruments (note 28)

- - - (11,230) - - (11,230)

Equity settled share based payments (note 33)

- - 984,396 - - - 984,396

Balance as at 31 December 2012

72,858,278 (18,822,270) 1,842,215 20,426 7,443,230 55,395,172 118,737,051




CONSOLIDATED STATEMENT OF CASH FLOWSfor the period ended 31 December 2012

Period ended 31 December 2012

USD

Year ended 31 March 2012

USDCash flows from operating activitiesProfit/(loss) from operations before tax 13,220,877 (4,202,666)Adjustments:Depreciation and amortisation 5,593,722 3,282,153Interest on fixed deposits and on non convertible debentures (203,052) (764,863)Finance costs 16,527,605 4,702,595Fair valuation of derivative financial instruments 313,367 283,794Gain on sale of mutual funds (519,939) (815,356)Equity settled employees benefits (984,396) (688,047)Unrealized foreign exchange loss/(gain) 6,462,370 2,354,961Operating cash flows before working capital changes 40,410,554 557,351Changes in working capital:Trade receivables (2,658,022) (7,225,851)Other assets (1,584,553) (5,527,671)Trade and other payables (3,279,839) 3,566,978Cash generated/(used in) from operating activities 32,888,140 (9,743,895)Taxes paid (460,293) (49,772)Net cash generated/ (used in) from operating activities 32,427,847 (9,793,667)Cash flows from investing activitiesPurchase of property, plant and equipment (134,301,589) (225,043,077)Redemption of/(investment in) mutual funds (net) 2,795,430 (5,380,924)Finance income received 225,054 856,882Cash used in investing activities (131,281,105) (229,567,119)Cash flows from financing activitiesProceeds from the issue of CCPS - 69,932,181Proceeds from borrowings 162,803,732 164,468,985Repayment of borrowings (38,409,829) -Interest paid (19,585,430) (7,868,510)Cash generated from finance activities 104,808,473 226,532,656Net increase in cash and cash equivalents 5,955,215 (12,828,130)Cash and cash equivalents at beginning of the period/year 3,151,975 16,861,883Foreign exchange effect on cash and cash equivalents 361,916 (881,778)Cash and cash equivalents at end of the period/ year 9,469,106 3,151,975


5454


NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 31 December 2012

1. General information

Mytrah Energy Limited (“MEL” or the “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 the Alternate Investment Market (‘AIM’) of the

London Stock Exchange. The address of the registered office is Anson Place, Mill Court, La Charroterie, St. Peter Port, Guernsey

GY1 1EJ. Mytrah Energy Limited has the following subsidiary undertakings, (together the “Group”), all of which are directly or

indirectly held by the Company, for which consolidated financial statements are being prepared, as set out below:

Subsidiary Country of

incorporation

or residence

Date of

Incorporation

Proportion

of ownership

interest

(percent)

Proportion of

voting power

(percent)

Activity Functional

currency

Bindu Vayu (Mauritius)

Limited (“BVML”)

Mauritius 29 March

2012

100 100 Holding

company

USD

Mytrah Energy (India)

Limited (“MEIL”)

India 11 November

2009

99.99 99.99 Operating

company

INR

Bindu Vayu Urja Private

Limited (“BVUPL”)

India 5 January

2011


company

INR

Mytrah Vayu (Pennar)

Private Limited (“MVPPL”)

India 21 December

2011


company

INR

Mytrah Vayu (Krishna)

Private Limited (“MVKPL”)

India 18 June 2012 99.99 99.99 Operating

company

INR

Mytrah Vayu (Manjira)

Private Limited (“MVMPL”)


company

INR

Mytrah Vayu (Bhima) Private

Limited (“MVBPL”)


company

INR

Mytrah Vayu (Indravati)

Private Limited (“MVIPL”)


company

INR

Mytrah Engineering Private

Limited (“MEPL”)

India 30 March

2012


company

INR

Mytrah Infrastructure

Private Limited (“MIPL”)

India 29 March

2012


company

INR

The principal activity of the Company is to operate wind energy farms as a leading independent power producer, and to

engage in the sale of energy to the Indian market through the Company’s subsidiaries.

These financial statements are presented in US dollars (USD). Foreign operations are included in accordance with the

policies set out in note 3.

2. Adoption of new and revised accounting standards and interpretations

In the current period, the following new and revised standard and interpretation have been adopted by the Group, none of

which had a material impact on the current period or prior period reported results or financial position:

Standard or interpretation Effective for reporting

periods starting on or afterIAS 12 Income Taxes Limited scope amendment (recovery of underlying

assets)

Annual periods beginning on

or after 1 January 2012



NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTSfor the period ended 31 December 2012 (continued)

At the date of authorisation of the financial statements, the following standards and interpretations, have not been applied

in these financial statements, were in issue but not yet effective (and in some cases had not yet been endorsed by the EU).

Standard or interpretation Effective for reporting

periods starting on or afterIFRS 1 Severe hyperinflation and Removal of fixed dates for first-time

adopters


or after 1 January 2013IFRS 7 Amendments to IFRS 7 and IAS 32 – Offsetting Financial Assets and

Financial Liabilities

Annual period beginning on

or after 1 January 2013 and 1

January 2014IFRS 9 Financial Instruments Annual periods beginning on

or after 1 January 2015IFRS 10 Consolidated Financial Statements Annual periods beginning on

or after 1 January 2013IFRS 11 Joint Arrangements Annual periods beginning on

or after 1 January 2013IFRS 12 Disclosure of Interests in Other Entities Annual periods beginning on

or after 1 January 2013IFRS 13 Fair Value Measurement Annual periods beginning on

or after 1 January 2013IAS 1 Presentation of Financial Statements Amendments resulting from May

2010 Annual Improvements to IFRSs


or after 1 January 2013IAS 1 Presentation of Financial Statements Amendments to revise the way

other comprehensive income is presented


or after 1 July 2012IAS 19 Employee Benefits – Amended Standard resulting from the Post-

Employment Benefits and Termination Benefits projects


or after 1 January 2013IAS 27 Consolidated and Separate Financial Statements – Reissued as IAS 27

Separate Financial Statements (as amended in 2011)


or after 1 January 2013IAS 28 Investments in Associates – Reissued as IAS 28 Investments in

Associates and Joint Ventures (as amended in 2011)


or after 1 January 2013

Based on the Group’s current business model and accounting policies, Management does not expect that the adoption of

these standards or interpretations will have a material impact on the financial statements of the Group. The Group does not

intend to apply any of these pronouncements early.

3. Significant accounting policies

The Group accounting policies are summarized below:

Basis of accounting

These consolidated financial statements have been prepared in accordance with and comply with IFRS as adopted by the

European Union.

The consolidated financial statements have been prepared on the historical cost basis, except for the revaluation of certain

financial instruments. Historical cost is generally based on the fair value of the consideration given in exchange for assets.

The Directors have taken advantage of the exemption offered by Section 244 (5) of the Companies (Guernsey) Law, 2008

from preparation of individual financial statements of the Company as the Company is preparing and presenting consolidated

financial statements for the financial period ended 31 December 2012 and the year ended 31 March 2012.

Consolidation

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the

Company (its subsidiaries) made up to 31 December (previously 31 March) each year. Control is achieved where the Company

has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

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Going concern

The Directors have considered the financial position of the Group, its cash position and forecast cash flows for the 12 months

period from the date of signing these financial statements when considering going concern. The Directors have, at the

time of approving the financial statements, a reasonable expectation that the Group have adequate resources to continue

in operational existence for the foreseeable future. Thus they continue to adopt the going concern basis of accounting in

preparing the financial statements. Further detail is contained in the Business Review on page 26.

Foreign currencies

The consolidated financial statements are presented in USD, which is the presentational currency of the Company, as the

financial statements will be used by international investors and other stakeholders because the Company’s shares are listed

on AIM. The functional currency of the parent company is sterling (“GBP”). The functional currency of the subsidiaries is

mentioned in note 1.

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

consolidated 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 USD: INR exchange rates used to translate the INR financial information into the presentation currency of USD were as

follows:

31 December 2012 31 March 2012Closing rate 54.6890 51.8521Average rate for the period/year 54.3772 48.1335

The GBP: USD exchange rates used to translate the GBP financial information into the presentation currency of USD were as

follows:

31 December 2012 31 March 2012Closing rate 1.6153 1.5987Average rate for the period/year 1.5895 1.5963

Revenue recognition

Revenue is recognised when it is probable that future economic benefits will flow to the entity and these benefits can be

measured reliably.

Sale of electricity

Revenue from the sale of electricity is recognised when earned on the basis of contractual arrangements and reflects the

number of units supplied in accordance with joint meter readings undertaken on a monthly basis by representatives of the

buyer and the Group at rates stated in the contract or as applicable, net of any actual or expected trade discounts.

Generation-based incentives

Revenue from generation-based incentives are recognised based on the number of units supplied, when registration under

the relevant programme has taken place and its eligibility criteria are met under the Indian Renewable Energy Development

Agency Limited - Generation Based Incentive scheme.

3. Significant accounting policies (continued)



Interest income

Interest income is recognised when it is probable that the economic benefits will flow to the Group and the amount of revenue

can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the

effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected

life of the financial asset to that asset’s net carrying amount on initial recognition.

Financial instruments

Financial instruments

Financial assets and financial liabilities are recognised in the consolidated statement of financial position when the Group

becomes a party to the contractual provisions of the instrument.

Financial assets

All financial assets are recognised and derecognised on trade date where the purchase or sale of a financial asset is under a

contract whose terms require delivery of the financial asset within the time frame established by the market concerned, and

are initially measured at fair value, plus transaction costs.

Financial assets within the scope of IAS 39 are classified into the following specified categories as:

• loans and receivables

• financial assets at fair value through profit or loss

• available-for-sale financial assets

• held-to-maturity investments

The classification depends on the nature and purpose of the financial assets and is determined at the time of initial recognition.

Following the disposal of investments classified as held to maturity during the period, management will not classify such

assets as held for this purpose in line with provisions of IAS 39.

Effective Interest Rate method

The effective interest rate method is a method of calculating the amortised cost of a financial asset held at amortised cost and

of allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated

future cash receipts (including all fees on points paid or received that form an integral part of the effective interest rate,

transaction costs and other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a

shorter period, to the net carrying amount on initial recognition.

Investment income is recognised on an effective interest basis for debt instruments.

Loans and receivables (including cash and bank balances)

Cash and bank balances and trade and other receivables that have fixed or determinable payments that are not quoted in

an active market are classified as ‘loans and receivables’. Loans and receivables are measured at amortised cost using the

effective interest method, less any impairment. Interest income is recognised by applying the effective interest rate, except for

short-term receivables when the recognition of interest would be immaterial.

Cash and bank balances comprise cash in hand and cash at bank or deposits. Cash equivalents are short-term, highly liquid

investments that are readily convertible to known amounts of cash, which are subject to an insignificant risk of change in value.

Financial assets at fair value through profit or loss

Financial assets at fair value through profit or loss include financial assets that are held for trading or are designated by the

entity to be carried at fair value through profit or loss upon initial recognition. Financial assets at fair value through profit and

loss are carried in the statement of financial position at fair value with gains or losses recognised in income statement.



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Available-for-sale financial assets (“AFS”)

Investment in mutual funds held by the Group that are traded in an active market are classified as being AFS and are stated at

fair value. Gains and losses arising from changes in fair value are recognised in other comprehensive income and accumulated

in fair value reserve with the exception of impairment losses, interest calculated using the effective interest method and

foreign exchange gains and losses on monetary assets, which are recognised directly in income statement.

Held-to-maturity investments (“HTM”)

Held-to-maturity investments are non-derivative financial assets with fixed or determinable payments and fixed maturity.

Investments are classified as held-to-maturity if it is the positive intention and ability of Group’s management to hold them

until maturity. Held-to-maturity investments are subsequently measured at amortised cost using the effective interest method.

This method uses an effective interest rate that exactly discounts estimated future cash receipts through the expected life

of the financial asset to the net carrying amount of the financial asset. Gains and losses are recognised in the consolidated

statement of comprehensive income when the investments are derecognised or impaired, as well as through the amortisation

process. In addition, if there is objective evidence that the investment has been impaired, the financial asset is measured at

the present value of estimated cash flows. Any changes to the carrying amount of the investment are recognised in income

statement.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting period. Financial assets are considered

to be impaired when there is objective evidence that, as a result of one or more events that occurred after the initial recognition

of the financial asset, the estimated future cash flows of the investment have been affected.

For financial assets carried at amortised cost, the amount of the impairment loss recognised is the difference between the

asset’s carrying amount and the present value of estimated future cash flows, discounted at the financial asset’s original

effective interest rate.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception

of trade receivables, where the carrying amount is reduced through the use of an allowance account. When a trade receivable is

considered uncollectible, it is written off against the allowance account. Subsequent recoveries of amounts previously written

off are credited against the allowance account. Changes in the carrying amount of the allowance account are recognised in

income statement.

Derecognition of financial assets

The Group derecognises a financial asset only when the contractual rights to the cash flows from the asset expire, or when it

transfers the financial asset and substantially all the risks and rewards of ownership of the asset to another entity. If the Group

neither transfers nor retains substantially all the risks and rewards of ownership and continues to control the transferred asset,

the Group recognises its retained interest in the asset and an associated liability for amounts it may have to pay. If the Group

retains substantially all the risks and rewards of ownership of a transferred financial asset, the Group continues to recognise

the financial asset and also recognises a collateralised borrowing for the proceeds received.

Financial liabilities and equity

Debt and equity instruments issued by a group entity are classified as either financial liabilities or as equity in accordance with

the substance of the contractual arrangements and the definitions of a financial liability and an equity instrument.

Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of an entity after deducting all of its

liabilities. Equity instruments issued by the Group are recognised at the proceeds received, net of direct issue costs.

Compound instruments

The component parts of compound instruments (convertible bonds) issued by the Group are classified separately as financial

liabilities and equity in accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the

liability component is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount






is recorded as a liability on an amortised costs basis using the effective interest method until extinguished upon conversion

or at the instruments’ maturity date. The equity component is determined by deducting the amount of the liability component

from the fair value of the compound instrument as a whole. This is recognised and included in equity, net of income tax effects,

and is not subsequently remeasured.

Financial liabilities

Financial liabilities are initially measured at fair value, net of transaction costs and subsequently measured at amortised cost

using the effective interest method.

The effective interest method is a method of calculating the amortised cost of a financial liability and of allocating interest

expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments

(including all fees and points paid or received that form an integral part of the effective interest rate, transaction costs and

other premiums or discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the

net carrying amount on initial recognition.

Derecognition of financial liabilities

The Group derecognises financial liabilities when, and only when, the Group’s obligations are discharged, cancelled or they

expire.

Embedded derivatives

Derivatives embedded in other financial instruments or other host contracts are treated as separate derivatives when their

risks and characteristics are not closely related to those of the host contracts and the host contracts are not measured at fair

value through profit or loss.

An embedded derivative is presented as a non-current asset or a non-current liability if the remaining maturity of the hybrid

instrument to which the embedded derivative relates is more than 12 months and is not expected to be realised or settled

within 12 months.

The Company has taken an accounting policy choice in accordance with IAS 32 and IAS 39 wherein the Company writes

options that give non-controlling shareholders right to put subsidiary’s shares to the Company in exchange for a variable

number of Company’s shares and the Company has an option to settle in cash when the non-controlling shareholders exercise

the options. Accordingly the preference share held by the non-controlling interest shareholders are classified as equity (

NCI) and the related put options are accounted for as a derivative liabilities under IAS 39 at fair value with changes therein

recognised in profit or loss.

Property, plant and equipment

Recognition and measurement

Property, plant and equipment are recognised as assets in the statement of financial position if it is probable that the Group

will derive future economic benefits from them and the cost of the asset can be reliably estimated.

Items of property, plant and equipment are stated at cost less accumulated depreciation and any provision for impairment.

Cost includes expenditure that is directly attributable to the acquisition of the asset. The cost of self-constructed assets

include the cost of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition

for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located.

Advances paid in respect of work that is yet to be performed is classified as an advanced payment within other non current

assets in the consolidated statement of financial position.

Where parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items

(major components) of property, plant and equipment.

The cost of replacing part of an item of plant and equipment is recognised in the carrying amount of an item if it is probable

that the future economic benefits embodied within the part will flow to the group and its cost can be measured reliably.

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The cost of the day-to-day servicing of plant and equipment are recognised in income statement as incurred.

Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from

disposal with the carrying amount of property, plant and equipment and are recognised within “other gains and losses” in the

consolidated income statement.

Borrowing costs

Borrowing costs directly attributable to the acquisition, construction and production of qualifying assets are capitalised as part

of the costs of those assets. Qualifying assets are those that take a substantial period of time to prepare for their intended use.

Capitalisation of borrowing costs continues up to the date when the assets are substantially ready for their use.

Investment income earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets

is deducted from the borrowing costs eligible for capitalisation.

All other borrowing costs are expensed in the period in which they are incurred.

Depreciation

Depreciation is provided to write off the cost of property, plant and equipment over their estimated useful lives after taking

into account their estimated residual value, using the straight-line method as stated below:

Furniture and Fittings 5 years

Office Equipment 4-5 years

Computers 4 years

Vehicles 5 years

Plant and Machinery 5 to 50 years

Buildings 20 years

The Company has revised its estimated useful life of plant and machinery during the period ended 31 December 2012

and accordingly applied component based method of charging depreciation for plant and machinery. Refer note 35 for the

component-wise break-up of plant and machinery and its revised useful lives.

Lease acquisition costs and leasehold improvements are depreciated over the primary period of the lease or estimated useful

lives of the assets, whichever is less. Assets under construction are not depreciated, as they are not ready for use.

The depreciation methods, useful lives and residual value, are reviewed at each reporting date.

Impairment

At each reporting date, the Company reviews the carrying amounts of its tangible assets to determine whether there is any

indication that those assets have suffered an impairment loss. If the recoverable amount of an asset is estimated to be less than

its carrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised

as an expense immediately.

Intangible assets

Other intangible assets that are acquired by the Group and have finite useful lives are measured at costs less accumulated

amortization and accumulated impairment losses. Intangibles are amortised over its useful life using straight line method as

stated below:

Application Software 4 years

ERP software license 4 years





Taxation

Income tax expense represents the sum of the tax currently payable and deferred tax.

Current tax

The tax currently payable is based on taxable profit for the period/year. Taxable profit differs from profit as reported in the

consolidated income statement because it excludes items of income or expense that are taxable or deductible in future years

and it further excludes items that are permanently exempt from tax or allowable as a tax deduction. The Company’s liability for

current tax is calculated using tax rates that have been enacted or substantively enacted by the reporting date.

Deferred tax

Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and

liabilities in the financial statements and the corresponding tax bases used in the computation of the taxable profit, and

is accounted for using the balance sheet liability method. Deferred tax liabilities are generally recognised for all taxable

temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be

available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the

temporary differences arise from the initial recognition of goodwill or from the initial recognition (other than in a business

combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer

probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Any deferred tax asset or liability arising from deductible or taxable temporary differences in respect of unrealised inter-

company profits are recognised using the tax rate of the jurisdiction of the company which owns the assets.

Deferred tax is calculated at the tax rates that are expected to apply in the period when the liability is settled or the asset

is realised on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged in the income

statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax

is also dealt with in other comprehensive income.

Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against

current tax liabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to

settle its current tax assets and liabilities on a net basis.

Leases

Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of

ownership to the lessee. All other leases are classified as operating leases.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another

systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed.

Contingent rentals arising under operating leases are recognised as an expense in the period in which they are incurred.

Provisions

Provisions are recognised when the Group has a present legal or constructive obligation, as a result of past events, and it

is probable that an outflow of resources, that can be reliably estimated will be required to settle such an obligation. If the

effect of the time value of money is material, provisions are determined by discounting the expected future cash flows to net

present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money

and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the consolidated income

statement as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best

estimate.

A contingent liability is disclosed where the existence of an obligation will only be confirmed by future events or where the

amount of the obligation cannot be measured reliably. Contingent assets are not recognised, but are disclosed where an

inflow of economic benefits is probable.

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Retirement benefit costs

Payments to defined contribution retirement benefit schemes are charged as an expense as they fall due. Payments made to

state-managed retirement benefit schemes are dealt with as payments to defined contribution schemes where the group’s

obligations under the schemes are equivalent to those arising in a defined contribution retirement benefit scheme.

For defined benefit schemes, the cost of providing benefits is determined using the Projected Unit Credit Method, with actuarial

valuations being carried out at each balance sheet date. Actuarial gains and losses are recognised in the consolidated income

statement in full in the period in which they occur.

Past service cost is recognised immediately to the extent that the benefits are already vested, and otherwise is amortised on

a straight-line basis over the average period until the benefits become vested.

The retirement benefit obligation recognised in the balance sheet represents the present value of the defined benefit

obligation as adjusted for unrecognised past service cost, and as reduced by the fair value of scheme assets. Any asset

resulting from this calculation is limited to past service cost, plus the present value of available refunds and reductions in the

future contributions to the scheme.

Earning per share

The Group presents basic and diluted earnings per share (“EPS”) data for its ordinary shares. Basic EPS is calculated by dividing

the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares

outstanding during the period. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders

and the weighted average number of ordinary shares outstanding for the effects of all dilutive potential ordinary shares, which

includes all stock options granted to employees.

Government grants

The Company recognizes government grants only when there is reasonable assurance that the conditions attached to them

will be complied with, and the grants will be received. Government grants received in relation to assets are presented as a

reduction to the carrying amount of the related asset. Grants related to income are recognized as a credit to the consolidated

income statement.

Share-based payments

Equity-settled share-based payments to employees and others providing similar services are measured at the fair value of

the equity instruments at the grant date. The fair value excludes the effect of non-market-based vesting conditions. Details

regarding the determination of the fair value of equity-settled share-based transactions are set out in note 33.

The fair value determined at the grant date of the equity-settled share-based payments is expensed on a straight-line basis

over the vesting period, based on the Group’s estimate of equity instruments that will eventually vest. At each balance sheet

date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the effect of non-

market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in income statement

such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

Share options granted to employees are treated as cancelled when employees cease to contribute to the scheme. This results

in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting period.

Finance income and expense

Finance income consists of interest income on funds invested (including available-for-sale financial assets), dividend income

and gains on the disposal of available-for-sale financial assets. Interest income is recognized as it accrues in income statement,

using the effective interest method. Dividend income is recognized in income statement on the date that the Company’s right

to receive payment is established. The associated cash flows are classified as investing activities in the statement of cash flows.

Finance expenses consist of interest expense on loans and borrowings. Borrowing costs are recognized in profit or loss using

the effective interest method. The associated cash flows are classified as financing activities in the statement of cash flows.

Foreign currency gains and losses are reported on a net basis.




4. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group’s accounting policies, which are described in note 3, the Directors are required to make

judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent

from other sources. The estimates and associated assumptions are based on historical experience and other factors that are

considered to be relevant. Actual results may differ from these estimates.

The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised

in the period in which the estimate is revised if the revision affects only that period or in the period of the revision and future

periods if the revision affects both current and future period.

Critical judgements and estimates in applying the Group’s accounting policies

The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets

and liabilities within the next financial year are discussed below.

Useful life of depreciable assets

Management reviews the useful lives of depreciable assets at each reporting date, based on the expected utility of the assets

to the Group and any change in useful lives and methods of depreciation are adjusted prospectively if appropriate. Refer note

35 for further details on changes in the useful life of plant and machinery.

Classification of financial instruments as equity or liability

Significant judgement is required to apply the rules under IAS 32, Financial Instruments: Presentation and IAS 39: Financial

Instruments: Recognition and Measurement to assess whether an instrument is equity or a financial liability. Management has

exercised significant judgement to evaluate the terms and conditions of certain financial instruments with reference to the

applicability of contingent settlement provisions, evaluation of whether options under the contract will be derivative or a

non-derivative, assessing if certain settlement terms are within the control of the Company and if not whether the occurrence

of these events are extremely rare, highly abnormal and very unlikely, clarifications between the parties to the agreement

subsequent to the date of the agreement to conclude that the instruments be classified as an equity instrument.

Deferred tax assets

The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the

Group’s latest approved budget forecast, which is adjusted for significant non-taxable income and expenses and specific limits

to the use of any unused tax loss or credit. The tax rules in India in which the Group operates are also carefully taken into

consideration. If a positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can

be utilised without a time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that

are subject to certain legal or economic limits or uncertainties is assessed individually by management based on the specific

facts and circumstances.

Recoverability of trade receivables

The Group analyses the historical payment patterns of customers, customer concentrations, customer creditworthiness and

current economic trends on an ongoing basis. If the financial condition of a customer deteriorates, additional provision is

made in the accounts.

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

Arrangements

Management has assessed applicability of IFRIC 12: Service Concession arrangements for certain arrangements. In assessing

the applicability, management has exercised significant judgement in relation to the underlying ownership of the assets, the

ability to enter into power purchase arrangements with any customer, ability to determine prices etc and concluded that the

arrangements do not meet the criteria for service concession arrangements.

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5. Segment information

IFRS 8 establishes standards for the way to report information on operating segments and related disclosures about products

and services, geographic areas, and major customers. The Group operations predominantly relate to generation and sale of

electricity. The chief operating decision maker evaluates the Group performance and allocates resources based on an analysis

of various performance indicators at operational unit level. Accordingly there is only a single operating segment “generation

and sale of electricity”. Consequently no segment disclosures of the Group are presented.

The Group has all of its non-current assets located within India and earn its revenues from customers located in India.

6. Revenue

The Group’s revenue from continuing operations is as follows:


USD


USDSale of electricity 28,130,545 6,254,838Generation based incentive 2,741,371 719,122Sale of renewable energy certificates 50,780 -Total revenue 30,922,696 6,973,960Finance income (note 10) 409,624 1,296,425Other operating income 7,993,199 -Total income 39,325,519 8,270,385

Generation based incentive are recognised on fulfilment of eligibility criteria prescribed under Indian Renewable Energy

Development Agency Limited - Generation Based Incentives Scheme.

Other operating income represents liquidated damages claimed on certain project suppliers in relation to delays in the

execution, cancellation and downsizing of certain projects.

7. Expenses by nature

Profit/(loss) for the period/year has been arrived at after charging:


USD


USDContinuing operationsNet foreign exchange loss 44,953 14,517Amortisation of intangible assets (note 14) 89,567 12,511Depreciation of property, plant and equipment (note 15) 5,504,155 3,269,642Staff costs (note 9) 4,322,115 2,313,401

8. Auditor’s remuneration

The auditor’s remuneration is as follows:


USD


USDFees payable to the Company’s auditor and their associates for the: audit of the Company’s annual accounts 71,527 111,741 audit of the Company’s subsidiaries pursuant to legislation 60,203 47,668Total audit fees 131,730 159,409Audit related assurance services 23,843 44,696Total non-audit fees 23,843 44,696



9. Staff Costs


USD


USDStaff other than Directors and key management personnel:Salaries 699,500 413,400Contribution to provident fund 69,613 55,660Staff welfare 126,035 64,953Gratuity and leave encashment (note 24) (37,049) 70,331Share based payment expense (note 33) 77,808 -

935,907 604,344Directors and key management personnel:Salaries 2,479,620 1,021,010Share based payment expense (note 33) 906,588 688,047

4,322,115 2,313,401

10. Finance income


USD


USDInterest on investments in non-convertible debentures 65,713 75,379Loss on redemption of non-convertible debentures (note 17) (25,180) -Interest on fixed deposits 162,519 689,484Gain on derivative instruments within CCDs 365,226 39,921Loss on derivative instruments within CCPS (678,593) (323,715)Gain on disposal of available for sale investments (note 17) 519,939 815,356Total finance income 409,624 1,296,425

11. Finance costs


USD


USDContinuing operations:Interest on borrowings (19,265,137) (9,134,476)Other borrowing costs (812,257) (167,263)Total interest expense (20,077,394) (9,301,739)Less: amounts included in the cost of qualifying assets 3,412,935 4,599,144Total finance cost recognised in the income statement (16,664,459) (4,702,595)

Amounts included in the cost of qualifying assets during the year 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.

12. Taxation


USD


USDContinuing operationsCurrent year tax charge 2,326,395 159,221Deferred tax (note 18) (1,131,812) (1,529,288)Taxation 1,194,583 (1,370,067)


6666


The debit/(credit) for the period/ year can be reconciled to the profit/(loss) per the income statement as follows:


USD


USDProfit/(loss) before tax on continuing operations 13,220,877 (4,202,666)Enacted tax rates 32.45% 32.45%Computed expected tax (expense)/benefit (4,290,175) 1,363,765Effect of:Income not offered to tax 2,593,793 -Other permanent differences 501,799 6,302MAT charge (2,326,395) (159,221)MAT deferred tax credit 2,326,395 159,221Income tax (expense)/benefit (1,194,583) 1,370,067

The Company is exempt from Guernsey income tax under the Income Tax (Exempt bodies) (Guernsey) Ordinance, 1989 and

is subject to an annual fee of USD 962. 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 32.45% 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 of USD 2,326,395 (31 March 2012: USD 159,221) as MAT is

greater than corporate income tax for the current period.

Income tax recognised directly in equity

In addition to the amount charged to the income statement, the following amounts relating to tax have been recognised

directly in equity:


USD


USDDeferred tax credit - 702,105Foreign exchange loss on deferred tax credit - (50,352)Total income tax recognised directly in equity - 651,753

Tax Liabilities

As at 31 December, 2012

USD

As at 31March 2012

USDCurrent tax liabilities 2,201,272 480,717Total current tax liabilities 2,201,272 480,717

13. Earnings per share

Basic earnings per share is calculated by dividing profit/(loss) attributable to ordinary shareholders of the Company by the

weighted average number of ordinary shares outstanding during the period/year.

During the current period, there were no dilutive options for the computation of diluted earnings per share.


USD


USDBasic and dilutedProfit/(loss) attributable to the equity holders of the Company 12,026,294 (2,832,599)Weighted average number of ordinary shares outstanding during the period/year 163,636,000 163,636,000Basic and diluted earnings/(loss) per share 0.0735 (0.0173)




14. Intangible assets

Application software

USDCost as at 1 April 2011 -Additions 77,392Balance as at 31 March 2012 77,392

Amortisation As at 1 April 2011 -Charge for the year 13,478Exchange differences (967)As at 31 March 2012 12,511

Carrying amount As at 31 March 2012 64,881As at 31 March 2011 -Cost as at 1 April 2012 77,392Additions 726,800Disposals (4,015)Balance as at 31 December 2012 800,177

Amortisation As at 1 April 2012 12,511Charge for the year 89,567Exchange differences (1,160)As at 31 December 2012 100,918

Carrying amount As at 31 December 2012 699,259As at 31 March 2012 64,881


6868


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16. Other non-current assets

As at 31 December 2012

USD

As at 31 March 2012

USDDeposits 675,684 414,755Captial advances 38,054,081 41,491,882Prepayments 5,966,471 5,079,820Total other non-current assets 44,696,236 46,986,457

Capital advances represent advance payments made to third parties for the construction of wind farm assets, as part of long-

term construction service contracts.

17. Other investments

Current Non-currentAs at

31 December 2012

USD

As at 31 March

2012USD

As at 31 December

2012USD

As at 31 March

2012USD

Available-for-sale investments carried at fair value –

mutual funds

3,191,023 4,787,630 - -

Held-to-maturity investments carried at amortised cost - - - 964,281Total other investments 3,191,023 4,787,630 - 964,281

The Group has investments amounting to USD 3,191,023 (31 March 2012: USD 4,787,630) in mutual fund units of Industrial

Development Finance Corporation (“IDFC”) which are quoted on the Indian stock markets. The Group has invested in 176,622

units (31 March 2012 190,235 units) of IDFC cash fund – Super Inst Plan C growth. The fair value of the quoted units is

determined by reference to published data. Investments in mutual funds represent investments in growth funds with an

average return of 8.75% (2011-12: 8.75%). During the year, disposals resulted in a gain of USD 519,939 (31 March 2012:

USD 815,356) (note 10).

Following the disposal of investments classified as held to maturity during the period, management will not classify such

assets as held for this purpose in line with provisions of IAS 39.

18. Deferred tax

The following are the major deferred tax liabilities and assets recognised by the Group and movements thereon during the

current period.

As at 31 March 2012

USD

Recognisedin income

statementUSD

Foreign Ex-change

USD

As at 31 De-cember

2012USD

Property, plant and equipment (2,323,810) (3,504,083) 140,522 (5,687,371) Provisions 19,361 (4,239) (980) 14,142Share issue costs 651,753 (207,476) (32,625) 411,652MAT credit 159,221 2,326,395 (32,350) 2,453,266Unrealised inter-group profits 1,498,322 688,068 (81,646) 2,104,744 Tax losses 2,077,940 1,833,147 (118,241) 3,792,846Net deferred tax asset 2,082,787 1,131,812 (125,320) 3,089,279


7070


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) for financial reporting purposes:


USD

As at 31 March 2012

USDDeferred tax assets 8,776,650 4,406,597Deferred tax liabilities (5,687,371) (2,323,810)Deferred tax asset, net 3,089,279 2,082,787

19. Trade receivables


USD

As at 31 March 2012

USDTrade receivables 7,187,329 1,779,129Trade receivables 7,187,329 1,779,129

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

at amortised cost. Total trade receivables held by the Group at 31 December 2012 amounted to USD 7,187,329 (31 March

2012: USD 1,779,129) and are non-interest bearing receivables. During the period ended 31 December 2012 and year ended

31 March 2012; no trade receivables were collectively impaired or written off.

The Group does not hold any collateral or other credit enhancements over any of its trade receivables nor does it have the

legal right of offset against any amounts owed by the Group to the counterparty.

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 49 days during the period ending 31 December 2012 (31 March

2012: 75 days)

The maximum exposure to credit risk at the reporting date is the carrying value of each customer.

Ageing of past due but not impaired receivables is as follows:


USD

As at 31 March 2012

USD0-30 days 2,999,557 296,96831-60 days 539,928 263,07061-90 days 1,723,164 377,73591-180 days 265,905 497,101More than 180 days 210,005 -Total 5,738,559 1,434,874

The fair value of trade receivables approximates their carrying amounts largely due to the short-term maturities of these

instruments hence Management consider the carrying amount of trade receivables to be approximately equal to their fair

value.

As at 31 December 2012, the Group has five customers (31 March 2012: two customers)




20. Other current assets


USD

As at 31 March 2012

USDDeposits 319,901 112,890Accrued interest 49,422 71,424Prepayments 459,765 1,773,681Accrued income 2,178,338 4,928,516Other receivables 1,222,699 348,749Total other current assets 4,230,125 7,235,260

Prepayments primarily relate to amounts paid in advance for lease rentals.

Accrued income 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 31

December 2012.

21. Cash and bank balances


USD

As at 31 March 2012

USD

Cash on hand 176 -Bank balances 2,185,016 1,937,945Cash and cash equivalent 2,185,192 1,937,945Bank deposits 7,283,914 1,214,030Total cash and bank balances 9,469,106 3,151,975

22. Borrowings


USD

As at 31 March 2012

USDSecured borrowings at amortised costCompulsorily convertible debentures liability 45,523,216 29,536,738Other borrowings 222,915,776 123,137,269Total borrowings 268,438,992 152,674,007

Amounts due for settlement within 12 months - USD 16,402,362 (31 March 2012: USD 2,281,959)

Amounts due for settlement after 12 months - USD 252,036,630 (31 March 2012: USD 150,392,048)

During the current period, the Company’s subsidiary MEIL has issued 3,333,333 compulsory convertible debentures (“CCDs”) at

Rs. 300 (~ USD 5.71) each to PTC India Financial Services Limited (PTC) including any of its affiliates (the “Investor”) amounting

to USD 18,285,211 under an agreement between the Group and PTC. The purpose of this is to fund the capital projects of the

Group. The following are the significant terms in relation to the CCDs:

• The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding.

• The CCDs, along with unpaid interest, if any, mandatorily convert into such number of equity shares of Mytrah Energy

(India) Limited (“MEIL” or subsidiary of the Company) at the end of 49 months from the date of initial disbursement so as

to provide the investor a stated rate of return.

• The CCDs will be secured by collateral support in the form of pledge of 49% shares of Bindu Vayu Urja Private Limited

(“BVUPL”, subsidiary of MEIL) held by MEIL.


7272


Further, MEIL has entered into an option agreement with PTC on the same date whereby PTC can put the CCDs (the “put

option”) or alternatively, the Group can call the CCDs (the “call option”) in exchange for cash providing PTC a stated rate of

return. The call option can be exercised any time from the date of issue whereas the put option can be exercised over a period

beginning from 41 months to 47 months from the date of issue of CCDs.

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 222,915,776 (2012: USD 123,137,269).

In compliance with the terms of the loan agreement MEIL has created a charge on all project movable, immovable properties,

cash flows, receivables and revenues in favour of banks and financial institutions. The term loans are also secured by collateral

support in the form of pledge of 51% shares of Bindu Vayu (Mauritius) Limited (“BVML”) held by MEL. The effective interest

rate on the term loan is 13.4%. The term loans are for a period of 12 to 14 years.

During the previous year MEIL had issued 5,000,000 compulsory convertible debentures (“CCDs”) at Rs. 300 (~ USD 6) each to

IDFC including any of its affiliates (the “Investor”) under an agreement between the Group and IDFC. The purpose of this is to

fund the capital projects of the Group. The following are the significant terms in relation to the CCDs:

• The CCDs carry a fixed rate of interest payable quarterly in arrears on the principal amount of the CCDs outstanding.

• The CCDs, along with unpaid interest, if any, mandatorily convert into such number of equity shares of MEIL at the end of

48 months from the date of issue so as to provide the investor a stated rate of return.

• The CCDs will be secured by collateral support in the form of pledge of Bindu Urja Capital Inc. (which Ravi Kailas controls)

shareholding, certain non-disposal undertakings by the Company and an irrevocable and unconditional corporate

guarantee by the Company to IDFC.

Further, the Company has entered into an option agreement with IDFC on the same date whereby IDFC can put the CCDs (the

“put option”) or alternatively, the Group can call the CCDs (the “call option”) in exchange for cash providing IDFC a stated rate

of return. The call option can be exercised any time after 18 months from the date of issue whereas the put option can be

exercised over a period beginning from 36 months to 48 months from the date of issue of CCDs.

Consistent with IAS 32, Financial Instruments: Presentation, and IAS 39 Financial Instruments: Measurement, on initial

recognition, the issue proceeds have been segregated in the financial statements between the financial liability and the

derivative portion. Accordingly, the options were subsequently measured at fair value through profit and loss, and the financial

liability is subsequently measured at amortised cost. The period end balance of the options was USD (400,995) (2012: USD

39,921) (see consolidated statement of financial position) and the CCD financial liability was USD 27,238,005 (31 March 2012

USD 29,536,738). Since the CCDs holder is not subject to residual interest no equity component is recognised.

23. Trade and other payables


USD

As at 31 March 2012

USDTrade payables 583,108 3,045,405Other payables 26,525,560 156,179,079Total trade and other payables 27,108,668 159,224,484

Trade creditors relate to amounts outstanding for trade purchases and ongoing costs.

Other payables include payables for purchase of fixed assets amounting to USD 24,177,085 (31 March 2012: USD 153,601,045).

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.




24. Retirement benefit obligations

Defined contribution plan

Provident fund:

The Group makes contributions to a defined contribution retirement benefit plan for qualifying employees. Under the scheme,

the Group is required to contribute a specified percentage of the qualified employees’ pay to fund the benefits. These

contributions are made to a fund administered and managed by the Government of India. The Group’s monthly contributions

are charged to the consolidated income statement in the period they are incurred.

The total cost charged to income of USD 69,613 (31 March 2012: USD 55,660) represents contributions payable to these

schemes by the Group at rates specified in the rules of the plan. As at 31 December 2012, contributions of USD 6,606 (31

March 2012: USD 19,353) were due in respect of the current reporting period had not been paid over to the scheme.

Defined benefit plan

(a) Gratuity

In accordance with the Payment of Gratuity Act 1972 of India, the Group provides for gratuity, a defined benefit retirement

plan (the ‘Gratuity Plan’) covering eligible employees. The Group makes annual contributions under the Gratuity Plan to Life

Insurance Corporation of India. No other post-retirement benefits are provided. The scheme is a funded scheme.

The present value of the defined benefit obligation, the related current service cost and past service cost was measured using

the projected unit cost method.

The projected unit cost method is an accrued benefits valuation method in which the scheme liabilities make allowance for

projected earnings. The accumulated benefit obligation (ABO) is an actuarial measure of the present value for service already

rendered but differs from the projected unit cost method in that it includes no assumption for future salary increases. At the

balance sheet date the gross ABO was USD (5,465) (31 March 2012: USD 38,659).

Movements in the present value of the benefit obligation were as follows:


USD


USDChange in benefit obligation Projected benefit obligation at the beginning of the period/year 38,659 -Benefit paid (20,246) -Current service cost 7,706 13,630Interest cost 2,949 -Actuarial (gain)/ loss (32,655) 28,014Translation adjustment (1,878) (2,985)Projected benefit obligation at the end of the period/year (5,465) 38,659

Cost of employee benefits for the period/yearCurrent service cost 7,706 13,630Interest cost 2,949 -Net actuarial (gain)/ loss recognised in the period/year (32,655) 28,014Net (gain)/cost recognised in the consolidated income statement (22,000) 41,644

Key assumptions used:


USD


USDDiscount rate (%) 8.00% 8.00%Long-term rate of compensation increase (%) 7.00% 7.00%Attrition (%) 6.00% 6.00%Mortality table LIC (1994 -96) LIC (1994 -96)


7474


(b) Leave Encashment

The Group also provides for leave encashment (the “leave encashment plan”), a defined benefit plan covering eligible

employees. Under the leave encashment plan, employees are entitled to future payments upon termination of service with

the Company, whether it be by death during service or upon reaching retirement age.

The present value of the defined benefit obligation and the related current service cost was measured using the projected

unit credit method.

The projected unit cost method is an accrued benefits valuation method in which the scheme liabilities make allowance for

projected earnings. The accumulated benefit obligation (ABO) is an actuarial measure of the present value for service already

rendered but differs from the projected unit credit method in that it includes no assumption for future salary increases. At the

balance sheet date the ABO was USD 10,921 (31 March 2012: USD 27,302).

Movements in the present value of the benefit obligation were as follows:


USD


USDChange in benefit obligation Projected benefit obligation at the beginning of the period/year 27,302 -Interest cost 2,082 -Current service cost 4,572 8,136Actuarial loss (21,704) 20,551Translation adjustment (1,331) (1,385)Projected benefit obligation at the end of the period/year 10,921 27,302

Cost of employee benefits for the period/yearInterest cost 2,082 -Current service cost 4,572 8,136Net actuarial loss recognised in the period/year (21,704) 20,551Net cost recognised in the income statement (15,050) 28,687

Key assumptions used:


USD


USDActuarial assumptions for long-term compensated absencesDiscount rate 8.00% 8.00%Mortality table LIC (1994-96) LIC (1994-96)Long-term rate of compensation increase (%) 7.00% 7.00%Attrition 6.00% 6.00%

25. Compulsory convertible preference shares

During the previous year, the Group issued 11,666,566 Series A CCPS at Rs. 300 (~USD 6) each to IIF under an Investment

Agreement between the Group, 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 Rs. 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 MEIL (see note 29).

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 has 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 are 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 or loss, and the financial liability is subsequently measured

at amortised cost. The period end balance of the options was USD 3,348,025 (see consolidated statement of financial position),

the liability component of the preference shares was USD 11,298,416 (31 March 2012: USD 11,435,270) and the equity

component of the CCPS was USD 55,395,172 (31 March 2012: USD 55,395,172) (See note 29).

26. Share capital


USD

As at 31 March 2012

USDIssued and fully paid up share capital of the Company163,636,000 ordinary shares with no par value 72,858,278 72,858,278

After its incorporation on 13 August 2010 MEL acquired 119,999,999 shares in BVML, from its existing shareholders namely,

Esrano Overseas Ltd, Bindu Urja Investments Inc. (formerly Mytrah Energy Investments Inc.), Bindu Urja Holding Inc. (formerly

Mytrah Energy Holdings Inc.), Bindu Urja Capital Inc. (Mytrah Energy Capital Inc.) and Sila Energy Inc. In consideration of the

said transfer the Company issued shares of the Company at no par value in its capital. Subsequently the Company issued

43,636,000 shares of no par value through listing of its shares on AIM.

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.

27. Retained earnings


USD

As at 31 March 2012

USDBalance at beginning of the period/year (4,583,064) (1,750,465)Profit/(loss) for the period/year from continuing operations 12,026,294 (2,832,599)Balance at end of the period/year 7,443,230 (4,583,064)

28. Other reserves

(a) Equity-settled employee benefits reserve:

The equity-settled employee benefits reserve relates to the share options granted to employees under the employee share

option plan. Further information about share-based payments is set out in note 33.


USD

As at 31 March 2012

USDBalance at beginning of the period/year 857,819 169,772Additional cost during the period/year 984,396 688,047Balance at end of the period/year 1,842,215 857,819


7676



(b) Foreign currency translation reserve


USD

As at 31 March 2012

USD

Balance at beginning of the period/year (12,954,978) (933,080)Foreign currency translation adjustments (5,867,292) (12,021,898)Balance at end of the period/year (18,822,270) (12,954,978)

Foreign currency translation reserve comprises foreign currency differences arising from the translation of the financial

statements of foreign operations from their functional currency into the Group’s presentational currency.

(c) Fair value reserve


USD

As at 31 March 2012

USD

Balance at beginning of the period/year 31,656 -Change in the fair value of available for sale financial instruments (11,230) 31,656Balance at end of the period/year 20,426 31,656

The fair value reserve comprises the cumulative net change in the fair value of available-for-sale financial assets until the

assets are derecognised or impaired.

29. Non-controlling interests


USD

As at 31 March 2012

USDBalance at beginning of the period/year 55,395,172 -Share of profit for the year - -Non-controlling interest arising through issue of CCPS by MEIL (note 25) - 57,937,332Share issue costs - (1,891,056)Deferred tax on share issue costs (note 18 and 25) - (651,753)Non-controlling interest arising through issue of 100 ordinary shares by MEIL to IIF (note 25)

- 649

Balance at the end of the period/year 55,395,172 55,395,172

30. Commitments

(a) Capital commitments


USD

As at 31 March 2012

USDCapital commitments 208,313,149 63,851,182

The capital expenditures authorised and contracted relate to the provision of wind farm assets, which have not been provided

for in the accounts. This is net of advances paid of USD 38,054,081 (2012: USD 41,491,882) (see note 16).




(b) Operating leases

The Group leases office premises under non-cancellable operating lease agreements with a term of three years. The lease

arrangement contains a renewal clause providing the Company with the option of extending the lease for a further period of

three years and four years at the prevailing market rates.

Total operating lease expense recognised in the consolidated income statement as administrative expenses was USD 497,198

(31 March 2012 USD 540,039).

Minimum lease payments

At the balance sheet date, the Group had no outstanding commitments for future minimum lease payments under non-

cancellable operating leases, which fall due as follows:


USD

As at 31 March 2012

USDWithin 1 year - 52,821Later than 1 year and within 5 years - -Total future minimum lease payments - 52,821

31. Financial instruments

The Group manages its capital to ensure that entities in the Group will be able to continue as a going concern while maximising

the return to stakeholders through its optimisation of the debt and equity balance.

The capital structure of the Group consists of net debt, which includes the borrowings disclosed in note 22 after deducting

cash and cash equivalents, equity attributable to equity holders of the parent, comprising issued capital and reserves and

retained earnings as disclosed in notes below.

The Group’s risk management Committee reviews the capital structure on a semi-annual basis. As part of this review, the

Committee considers the cost of capital and the risks associated with each class of capital.

The gearing ratio at the year end is as follows:


USDDebt (note 22) 268,438,992Cash and cash equivalents (note 21) (9,469,106)Net debt 258,969,886Equity 118,737,051Equity and net debt 377,706,937Net debt to equity ratio 69%

Debt is defined as long and short-term borrowings (excluding derivatives) as detailed in note 22. Equity includes all capital

and reserves of the Group that are managed as capital, including non-controlling interests of the Company.

Details of the significant accounting policies and methods adopted (including the criteria for recognition, the basis of

measurement and the basis for recognition of income and expenses) for each class of financial asset, financial liability and

equity instrument are disclosed in note 3.

7878



Capital management policies

The group’s objective when managing capital is to safeguard the group’s ability to continue as a going concern in order

to provide returns for shareholders and benefits for stakeholders. The group also proposes to maintain an optimal capital

structure to reduce the cost of capital. Hence, the group may adjust any dividend payments, return capital to shareholders or

issue new shares. Total capital is the equity as shown in the consolidated statement of financial position. Currently, the group

primarily monitors its capital structure in terms of evaluating the funding of wind farm projects. Management is continuously

evolving strategies to optimise the returns and reduce the risks. It includes plans to optimise the financial leverage of the

group.

Equity comprises all components of equity and includes the non controlling interests.

Categories of financial instruments

The accounting classification of each category of financial instruments and their carrying amounts has been tabulated below:

Carrying amount as at

31 December 2012

USD

Fair values as at

31 December 2012

USD

Carrying amount

as at31 March 2012

USD

Fair values as at

31 March 2012USD

Financial assetsLoans and receivables (including cash and

bank balances)Cash and bank balances (note 21) 9,469,106 9,469,106 3,151,975 3,151,975 Other current assets (note 20) 3,770,360 3,770,360 5,461,579 5,461,579Other non current assets (note 16) 675,684 675,684 414,771 414,771 Trade receivables (note 19) 7,187,329 7,187,329 1,779,129 1,779,129 Other investments (note 17) 3,191,023 3,191,023 4,787,630 4,787,630Held to maturity financial asset (note 17) - 964,281 964,281Total financial assets 24,293,502 24,293,502 16,559,365 16,559,365

Financial liabilitiesAmortised costsLong term borrowings (note 22) 252,036,630 252,036,630 150,392,048 150,392,048 Current portion of long term borrowings (note 22)

16,402,362 16,402,362 2,281,959 2,281,959

Liability component of CCPS (note 25) 11,298,416 11,298,416 11,435,270 11,435,270Trade and other payables (note 23) 27,108,668 27,108,668 159,224,484 159,224,484Fair Value Derivative instruments not designated as hedge 2,947,030 2,947,030 2,779,637 2,779,637Total financial liabilities 309,793,106 309,793,106 326,113,398 326,113,398

The fair value of the financial assets and liabilities are estimated at the amount at which the instrument could be exchanged

in a current transaction between willing parties, other than in a forced or liquidation sale. The fair value of the financial

instruments approximates their carrying amounts largely due to the short-term maturities or nature of these instruments.

Financial risk management:

The Company’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The

Company’s primary risk management focus is to minimize potential adverse effects of market risk on its financial performance.

The Company’s risk management assessment and policies and processes are established to identify and analyze the risks

faced by the Company, to set appropriate risk limits and controls, and to monitor such risks and compliance with the same.

Risk assessment and management policies and processes are reviewed regularly to reflect changes in market conditions and

the Company’s activities. The Board of Directors and the Audit Committee is responsible for overseeing the Company’s risk

assessment and management policies and processes.




(i) Currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of

changes in foreign exchange rate. The Group’s presentation currency is the US dollar. The Group’s exposure to foreign currency

arises in part when the Group holds financial assets and liabilities denominated in a currency different from the functional

currency of the entity. Based on the current profile of the Group, the net liability held in foreign currency is USD Nil (31 March

2012: USD 38,251) and as such the Group’s exposure to currency risk is limited.

(ii) Interest rate risk

Interest rate risk is the risk that the value of financial instruments will fluctuate due to changes in market interest rates. The

Group is exposed to interest rate risk on its cash and bank balances. Cash and bank balances expose the company to cash flow

interest rate risk. However, the Group does not carry any fixed interest bearing financial liabilities that are designated at fair

value through profit or loss except for the derivative financial instruments embedded in the CCPS and CCDs. Hence, the Group

is exposed to the fair value interest rate risk on such derivative financial instruments.

The average interest rate on short-term bank deposits during the year was 8.22% (2012: 9.71%).

Interest rate risk management

The primary goal of the Group’s investment strategy is to ensure risk free returns are earned on surplus funds. Market price

risk arises from cash and bank balances held by the Group. The Group monitors its investment portfolio based on market

expectations and creditworthiness. Material investments within the portfolio are managed on an individual basis.

The Group’s exposure to interest rates on financial instruments is detailed below:


USD

As at 31 March 2012

USDFinancial assetsCash and bank balances (note 21) 9,469,106 3,151,975Total interest rate dependent financial assets 9,469,106 3,151,975

Financial liabilitiesBorrowings (note 22) 268,438,992 152,674,007Total interest rate dependent financial liabilities 268,438,992 152,674,007

The amounts included above for interest rate dependent financial assets are subject to change if changes in variable interest

rates differ from those estimates of interest rates determined at the reporting date.

If interest rates had been 100 basis points higher/lower and all other variables were held constant, the Group’s total

comprehensive income for the year would increase/decrease by USD 16,881 (2012: USD 7,649).

If interest rate on INR denominated borrowings had been 100 basis points higher/lower with all other variables held constant,

post tax income for the period ended 31 December 2012 would have been higher/lower by USD 1,201,318 (2012: USD

43,870).

(iii) Price risk

The Group is exposed to mutual funds price (net asset value – ‘NAV’) risk because of investments in debt-based mutual fund

units held by the Group and classified on the statement of financial position as available-for-sale financial assets. The Group

is not exposed to any commodity price risk. In order to manage its price risk arising from investment in mutual fund units, the

Group diversifies its portfolio; in accordance with the limits set by the Group risk management policies.

As the Group invests in mutual fund units which in turn invest in short-term (in the range 30-90 days) debt instruments with

low yield and hence carry a very minimal mark-to-market risk. Moreover, the accruals earned by the said units are distributed

on a daily basis; which mainly represents the interest accruals rather than the fair value movements. Hence, any reasonable

movement in interest yields are not expected to have any impact on the NAV of the said units.

8080



(iv) Liquidity risk

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate

liquidity risk management framework for the management of the Group’s short, medium and long-term funding and liquidity

management requirements. The Group manages liquidity risk by maintaining adequate reserves, banking facilities and reserve

borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of

financial assets and liabilities. Details of additional undrawn facilities that the Group has at its disposal to reduce further

liquidity risk are set out below.

The following table details the Group’s remaining contractual maturity for its financial liabilities with agreed repayment

periods. The tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest

date on which the Group can be required to pay as at 31 December 2012 and 31 March 2012:

As at 31 December 2012:

2013USD

2014USD

2015USD

2016USD

ThereafterUSD

TotalUSD

Financial liabilities - amortised cost Borrowings 16,402,362 12,440,124 58,814,898 14,635,603 166,146,005 268,438,992Trade and other payables 27,108,668 - - - - 27,108,668Liability component of CCPS

- - - - 11,298,416 11,298,416

Financial liabilities - fair value through profit or lossDerivative instruments not designated as hedge

- - - 2,947,030 - 2,947,030

Total financial liabilities 43,511,030 12,440,124 58,814,898 17,582,633 177,444,421 309,793,106

As at 31 March 2012:

2013USD

2014USD

2015USD

2016USD

ThereafterUSD

TotalUSD

Financial liabilities - amortised cost Borrowings 2,281,959 7,316,771 7,397,829 36,959,702 98,717,745 152,674,007Trade and other payables 159,224,484 - - - - 159,224,484Liability component of CCPS

- - - - 11,435,270 11,435,270

Financial liabilities - fair value through profit or lossDerivative instruments not designated as hedge

- - - - 2,779,637 2,779,637

Total financial liabilities 161,506,443 7,316,771 7,397,829 36,959,702 112,932,652 326,113,398




The Group has access to financing facilities as described below, of which USD 63,048,327 (2012: USD 130,003,587) were

unused at the balance sheet date. The Group expects to meet its other obligations from operating cash flows and proceeds of

maturing financial assets.


USD

As at 31 March 2012

USDUnsecured bank facility – maturing 15 September 2024Amount used 209,401,342 126,688,042Amount unused 63,048,327 130,003,587Total unsecured bank facility 272,449,669 256,691,629

(v) Credit risk

Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading

to a financial loss. The group’s credit risk arises from accounts receivable balances on the sale of electricity. The Indian entities

have entered into purchase power agreements with transmission companies incorporated by the Indian State Government and

other electricity transmission and trading companies to export the electricity generated. The Group is therefore committed

to sell power to these customers and regards any potential risk of default as being predominantly a governmental one. The

group is paid monthly by the transmission companies for the electricity it supplies. The Group assesses the credit quality of

the purchaser based on its financial position and other information.

Financial assets that potentially expose the Company to credit risk consist principally of cash and bank balances, which are

held with institutions with a minimum credit rating of AA. The fair value of financial assets represents the maximum credit

exposure.

The Group is reliant on a small number of suppliers and customers.

The industry currently benefits supports from the Indian Government. Changes in the Government policy could impact tariff/

taxes which could have an impact on the revenue and the profit of the Group.

Fair value estimation

IFRS 7, Financial Instruments: Disclosures, requires entities to classify fair value measurements for financial instruments

measured at fair value in the statement of financial position, using a three level fair value hierarchy that reflects the significance

of inputs used in the measurements. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for

identical assets or liabilities (Level 1 measurements) and lowest priority to unobservable inputs (Level 3 measurements). The

three levels of the fair value hierarchy under IFRS 7 are described below:

Level 1: Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2: Inputs reflect quoted prices for identical assets or liabilities in markets that are not active; quoted prices for similar

assets or liabilities in active markets; inputs other than quoted prices that are observable for the asset or the liability; or inputs

that are derived principally from or corroborated by observable market data by correlation or other means.

Level 3: Unobservable inputs reflecting the Company’s own assumptions incorporated in valuation techniques used to

determine the fair value. These assumptions are required to be consistent with market participant assumptions that are

reasonably available.

8282



The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as at

31 December 2012:

Level 1USD

Level 2USD

Level 3USD

TotalUSD

Financial instrumentsAvailable for sale investments 3,191,023 - - 3,191,023Derivative financial instruments not designated as hedge - 2,947,030 - 2,947,030

The following table sets forth the financial instruments, measured at fair value, by level within the fair value hierarchy as at

31 March 2012:

Level 1USD

Level 2USD

Level 3USD

TotalUSD

Financial instrumentsAvailable for sale investments 4,787,630 - - 4,787,630Held-to-maturity financial asset 964,281 - - 964,281Derivative financial instruments not designated as hedge - 2,779,637 - 2,779,637

32. Related party transactions

Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been

eliminated and are not disclosed in this note. Details of transactions between the Group and other related parties are disclosed

below.

The Directors of the Company during the period who are also considered to be the key management personnel are:

1. Mr Ravi Kailas - CEO, Managing Director and Chairman (from 18th August 2011)2. Mr Vikram Kailas - Chief Financial Officer and Director(until 8th November 2012)3. Mr Rohit Phansalkar - Non-Executive Director4. Mr Alastair Cade - Executive Director(until 8th November 2012) 5. Mr Philip Swatman - Non-Executive Director(until 8th November 2012)6. Mr Peter Neville - Non-Executive Director (until 8th November 2012)7. Mr Russell Walls - Non-Executive Director

The entities where certain key management personnel have significant influence are:

1. Bindu Urja Holding Inc. - Mr Ravi Kailas 2. Bindu Urja Investments Inc. - Mr Ravi Kailas 3. Bindu Urja Inc. - Mr Ravi Kailas 4. RKP Capital Inc. - Mr Rohit Phansalkar 5. Chakas Investments UK Limited - Mr Alastair Cade6. Sila Energy Inc. - Mr Ravi Kailas 7. Bindu Urja Infrastructure Limited - Mr Ravi Kailas 8. Mytrah Wind Developers Private Limited - Mr Ravi Kailas

The following amounts were transactions for the period/year ended 31 December 2012:

Period ended

31 December 2012

USD

Year ended

31 March 2012

USDAdvisory services fees to RKP Capital Inc. - 69,838Reimbursement of expenses to Chakas Investments UK Limited - 42,546Advances given to Bindu Urja Infrastructure Limited 1,252,537 -Advance given to Mytrah Wind Developers Private Limited 486,520 -




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

Period ended

31 December 2012

USD

Year ended

31 March 2012

USDPayable to Chakas Investments UK Limited 8,000 8,000Advance recoverable from Bindu Urja Infrastructure Limited 1,252,537 -Advance recoverable from Mytrah Wind Developers Private Limited 486,520 -

Remuneration of key management personnel:

The remuneration of Directors, who are the key management personnel of the Group, is set out below for each of the categories

specified in IAS 24 Related Party Disclosures. Further information about the remuneration of the individual Directors is provided

in the Directors’ Report on page 38.

Period ended

31 December 2012

USD

Year ended

31 March 2012

USDSalaries and fees 1,049,071 1,022,043Share-based payments 906,588 688,047Total remuneration of key management personnel 1,955,659 1,710,090

As per the CCPS investment agreement (note 25), for a period of one year from the completion date or commissioning of a

cumulative 400 MW capacity, whichever is later, Mr Ravi Kailas without prior consent of IIF shall not sell or dispose, directly or

indirectly his shareholding in Mytrah Energy Limited.

The Directors do not consider that there were any other related party transactions that have not been disclosed in these

financial statements.

33. Share-based payments

The Company has an equity-settled share option scheme for certain Directors of the Company and employees in the Group. All

options have a vesting period of three years. Each share option converts into one ordinary share of the Company on exercise.

No amounts are paid or payable by the recipient on receipt of the option. The options carry neither rights to dividends nor

voting rights. Options may be exercised at any time from the date of vesting to the date of the expiry. Options lapse if the

employee leaves the Company before the options vest. Details of the share options outstanding during the period are as

follows.

Period/year ended 31 December 2012 31 March 2012Number of

share optionsWeighted

average exercise price

(GBP)

Number of share options

Weighted average

exercise price(GBP)

Outstanding at beginning of period/year 14,708,689 1.14 4,877,400 1.15Granted during the period/year 250,910 0.94 9,831,289 1.14Outstanding at the end of the period/year 14,959,599 1.13 14,708,689 1.14

There were no share options forfeited, exercised, or expired during the period ended 31 December 2012 and year ended 31

March 2012. There were no share options exercisable as at 31 December 2012 and 31 March 2012. The options outstanding

as at 31 December 2012 had a weighted average exercise price of GBP 1.14, and a weighted average remaining contractual

life of 9 years.

8484



Details of the share options granted during the period are as follows:

Director/Employees Shares granted during

the period

Expiry date Exercise price (GBP) Fair value at

grant date (GBP)Employees within the Group 250,910 28.02.2015 0.94 0.71

The aggregate fair value of the share options granted during the previous year was USD 2,787,207.

Weighted average share price (GBP) 1.01Weighted average exercise price (GBP) 1.14Expected volatility 36.20%Expected life 3 yearsRisk-free interest rate 0.72%

Expected volatility was determined by calculating the historical volatility of the Group’s share price from the date of listing on

12 October 2010 to the date of issue of options. The expected life use in the model has been adjusted, based on Management’s

best estimate, for the effects of non-transferability, exercise restrictions, and behavioural considerations.

The Group recognised total expenses of USD 984,396 (31 March 2012: USD 688,047) related to equity-settled share-based

payment transactions in the current period.

34. Change in the financial year

The Company has changed its annual balance sheet date from 31 March to 31 December on account of the change in its

financial year and accordingly presented the current period financials for nine months period ended 31 December 2012.

Accordingly, the comparative amounts for the income statement, statement of changes in equity, cash flow statement and

related notes are not entirely comparable.

35. Change in the useful life and residual value

As a result of the review of useful lives of fixed assets, the estimated useful lives of fixed assets have been revised prospectively,

as detailed below, with effect from 1 April 2012.

Category of fixed asset Useful life as estimated till

31 March 2012

Revised estimated useful life from

1 April 2012Plant and machinery 5-20 years 5-50 years

Further, the Company has adopted component accounting of depreciation for the plant and machinery class of the fixed asset

and accordingly revised the useful lives of the different components of the plant and machinery as mentioned below:

Particulars Revised useful lifeNacelles 25Blades 30Towers 50Transformers 25Erection and commissioning 25Civil Works, electrical lines and evacuation facilities 50

Further, the Company has estimated the residual value of the Plant and Machinery at 20% of its cost.

Consequently, the annual depreciation charge thereon has been prospectively revised downwards for current and future

years. As a result, the depreciation charge for the current period is lower by USD 4,276,602 and the net profit, net fixed assets,

and reserves and surplus are higher by a similar amount.




36. Transfer of employees

In the month of September 2012, the Company proposed for the redeployment of certain employees, working under related

projects from Mytrah Energy (India) Limited to Bindu Urja Infrastructure Limited (“Bindu”), which became effective on 1

November 2012. Bindu will be obligated to pay employee benefits and related liability considering the continuation of service

of the respective employees. However, in accordance with IAS 19 Employee benefits, the Group has not recognised for any

provision on account the transfer of employees, as there were no curtailment and settlement losses/gains.

37. Contingent liabilities

The Group has provided bank guarantees. Where there are such arrangements they are considered to be insurance arrangements

and accounts for them as such. Guarantees are treated as contingent liabilities until such a time as it becomes probable that

the company will be required to make a payment under the guarantee.

38. Ultimate controlling party

The Directors do not consider there to be an ultimate controlling party as there is a relationship agreement between the

Company and the controlling shareholders (namely Bindu Urja Investments Inc., Bindu Urja Holdings Inc., Bindu Urja Capital

Inc., Mr Ravi Kailas, Sila Energy Limited and Esrano Overseas Limited and Mr Angad Paul) whereby those shareholders

undertake to the Company not to exercise their voting rights to take control of the Board of the Company and to conduct all

transactions and relationships between them (and any of their associates or certain parties) and the Company on terms which

allow the Company to carry on its business independently, at arm’s length and on a normal commercial basis.

8686


Notice of Annual General MeetingMytrah Energy Limited

(Incorporated and registered in Guernsey with company number 52284)

If you have sold or otherwise transferred all of your Ordinary

Shares in Mytrah Energy Limited, please immediately forward

this document and the accompanying Form of Proxy to the

purchaser or transferee or to the stockbroker, bank or other

agent through whom the sale or transfer was effected for

onward transmission to the purchaser or transferee. However,

such documents should not be forwarded or transmitted in

or into any jurisdiction in which such act would constitute a

violation of the relevant laws in such jurisdictions. Therefore,

persons into whose possession this document comes should

inform themselves about and observe any such laws and

restrictions in any such jurisdictions. Any failure to comply

with these restrictions may constitute the violation of

the security laws of such jurisdictions. If you have sold or

transferred only part of your holding of Ordinary Shares in

Mytrah Energy Limited you should retain these documents.

Notice is hereby given that the 2013 Annual General Meeting

(“AGM”) of the shareholders of Mytrah Energy Limited (the

“Company”) will be held at Anson Place, Mill Court, La

Charroterie, St Peter Port, Guernsey, GY1 1EJ, Channel Islands

on 31 July 2013 at 12.00 noon to consider and, if thought fit,

pass the following resolutions.

Resolutions 1 to 9 will be proposed as ordinary resolutions

and resolution 10 will be proposed as a special resolution.

Ordinary resolutions1. To receive the Annual Report and Accounts of the

Company for the financial period ended 31 December 2012, together with the Reports of the Directors and Auditors thereon.

2. To approve the Directors’ Remuneration Report set out in the Annual Report and Accounts for the financial period ended 31 December 2012.

3. To appoint KPMG LLC as Auditors of the Company, to hold office until the conclusion of the next AGM to be held in 2014.

4. To authorise the Directors to determine the remuneration of the Auditors of the Company.

5. To re-elect as a Director Mr Ravi Kailas, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

6. To re-elect as a Director Mr Rohit Phansalkar, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

7. To re-elect Mr John Russell Fotheringham Walls, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

8. That the Directors of the Company be and are hereby authorised to exercise all powers of the Company to issue or grant equity securities (as defined in the Articles of Incorporation of the Company) in the capital of the Company in accordance with Article 4.3 of the Articles of Incorporation of the Company:

(A) up to a maximum number of 54,545,333 Ordinary Shares (equal to approximately one third of the number of Ordinary Shares in issue as at the date of publication of this notice) and after giving effect to the exercise of any warrants, options or other convertible shares outstanding at the date of the passing of this Resolution (such number to be reduced by any issue or grants made under paragraph (B) below in excess of any equivalent number); and

(B) up to a maximum number of 109,090,666 Ordinary Shares (equal to approximately two- thirds of the number of Ordinary Shares in issue as at the date of publication of this notice) and after giving effect to the exercise of any warrants, options or other convertible shares outstanding as at the date of the passing of this Resolution (such number to be reduced by any issues or grants made under paragraph (A) above) solely in connection with an offer by way of a rights issue:

(i) to Ordinary Shareholders in proportion (as nearly

as may be practicable) to their existing holdings;

and

(ii) to holders of other shares or securities, as required

by the rights of those securities or as the Directors

of the Company otherwise consider necessary,

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of

this document or as to the action you should take, you are recommended immediately to seek your own financial advice from

your stockbroker, bank manager, solicitor, accountant or other independent financial adviser duly authorised pursuant to the

Financial Services and Markets Act 2000.



and so that the Directors of the Company may impose any limits or restrictions and make any arrangements which it considers necessary or appropriate to deal with treasury shares, fractional entitlements, legal, regulatory or practical problems in, or under the laws of, any territory or any other matter,

such authorities to expire at the end of the AGM of the

Company to be held in 2014 or, if earlier, at the close of

business on the date falling 15 months from the date of

passing of this Resolution (unless previously renewed,

revoked or varied by the Company by ordinary resolution),

but, in each case, during this period the Company may make

offers, and enter into agreements, which would, or might,

require equity securities to be issued or granted after the

authority given to the Directors of the Company pursuant

to this Resolution ends and the Directors of the Company

may issue or grant equity securities under any such offer or

agreement as if the authority given to the Directors of the

Company pursuant to this Resolution had not ended. This

Resolution revokes and replaces all unexercised authorities

previously granted to the Directors of the Company to issue

or grant securities but without prejudice to any issue of

shares or grant of rights already made, offered or agreed to

be made pursuant to such authorities.

9. THAT the Company be and is hereby generally authorised in accordance with section 315 of The Companies (Guernsey) Law, 2008 (as amended) (the “Companies Law”), conditional on ordinary shares of the Company (“Ordinary Shares”) remaining listed on AIM, a market operated by the London Stock Exchange, to make one or more market acquisitions (within the meaning of section 316 of the Companies Law) of Ordinary Shares (which following their acquisition may be cancelled or, to the extent permitted by the Companies Law, be held in treasury), provided that:

(A) the maximum aggregate number of Ordinary Shares that may be purchased under this authority is 32,727,200 (equal to approximately 20 per cent. of the number of Ordinary Shares in issue as at the date of publication of this notice);

(B) the minimum price (exclusive of expenses) which may be paid for an Ordinary Share is £0.01 per Ordinary Share;

(C) the maximum price (exclusive of expenses) which may be paid for an Ordinary Share is 150% of the highest independent bid made (i) on the day on which that Ordinary Share is acquired and (ii) on the trading platform where the purchase is carried out; and

(D) the authority hereby conferred shall (unless it is previously renewed, revoked or varied by the Company by ordinary resolution) expire at the

conclusion of the AGM of the Company held in 2014 or, if earlier, at the close of business on 30 December 2014, save that the Company may make a contract to acquire Ordinary Shares under this authority before its expiry which will or may be executed wholly or partly after its expiration and the Company may make an acquisition of Ordinary Shares pursuant to such a contract, and the general authority previously granted pursuant to section 315 of the Companies Law at the annual general meeting of the Company held on 8th November 2012 be and is hereby revoked.

Special Resolution10. THAT, if Resolution 8 (being the proposed ordinary

resolution of the Company numbered 8 in this notice of AGM) is passed, the Directors of the Company be and are hereby authorised to exercise all powers of the Company to issue or grant equity securities (as defined in the Articles of Incorporation of the Company) in the capital of the Company wholly for cash pursuant to the issue or grant referred to in Resolution 8 (being the proposed ordinary resolution of the Company numbered 8 in this notice of AGM) as if the pre-emption rights contained in article 4.13 of the Articles of Incorporation of the Company did not apply to such issue or grant, this power being limited to:

(A) the issue or grant of equity securities in connection with an offer of such securities by way of rights (including without limitation, under a rights issue, open offer or similar arrangement) to holders of equity securities in proportion (as nearly as may be practicable) to their respective holdings of such securities, but subject to such exclusions or other arrangements as the Directors may deem necessary or expedient to deal with fractional entitlements, record dates or any other legal or practical problems under the laws of any territory, or the requirements of any regulatory authority or stock exchange; and

(B) the issue or grant of equity securities up to a maximum number of 54,545,333 Ordinary Shares (equal to approximately one-third of the number of Ordinary Shares in issue as at the date of publication of this notice) and after giving effect to the exercise of any warrants, options or other convertible securities outstanding as at the date of this Resolution,

such authorities to expire at the end of the AGM of the Company to be held in 2014 or, if earlier, at the close of business on the date falling 15 months from the date of the passing of this Resolution (unless previously renewed, revoked or varied by the Company by special resolution) save that the Company may before such expiry make an offer or agreement which would or might require equity securities to be issued or granted

8888


after such expiry and the Directors may issue or grant equity securities in pursuance of such an offer or agreement as if the authority conferred by the above resolution had not expired. This resolution revokes and replaces all unexercised authorities previously granted to the Directors of the Company to issue or grant equity securities in the capital of the Company wholly for cash as if the pre-emption rights contained in article 4.13 of the Article of Incorporation of the Company did not apply to such issue or grant but without prejudice to any issue of shares or grant of rights already made, offered or agreed to be made pursuant to such authorities.

By order of the Board

Dean Clarke

Company Secretary

Registered Office:

Anson Place

Mill Court

La Charroterie

St Peter Port

Guernsey GY1 1EJ

Registered in Guernsey with registered number 52284

Dated: 30 June 2013

Notes:

1. A member entitled to attend and vote at the AGM is entitled to appoint one or more proxies to speak and vote instead of them. A proxy need not be a member of the Company. Completion and return of the Form of Proxy will not preclude members from attending or voting at the AGM if they so wish.

2. More than one proxy may be appointed provided each proxy is appointed to exercise the rights attached to different shares.

3. In accordance with the provisions of the UK Corporate Governance Code it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.

4. A Form of Proxy is enclosed for use at the AGM. The Form of Proxy should be completed in accordance with the instructions set out therein and sent, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company’s agent, for this purpose being, Computershare Investor Services (Guernsey) Limited, C/o the Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time for holding the AGM.

5. All persons recorded on the register of shareholders as holding shares in the Company as at 12.00 noon on 29 July 2013 or, if the AGM is adjourned, as at 48 hours before the time of any adjourned AGM, shall be entitled to attend and vote (either in person or by proxy) at the AGM and shall be entitled to one vote per share held.

6. If the AGM falls to be adjourned because it is not quorate, it will be adjourned to the same time and place five business days later or to such other day and/or time and/or place as the Directors of the Company may

determine, whereupon those shareholders then present in person, by their representative or by proxy, shall form the quorum. In the event of any such adjournment the Company will announce the adjournment via a regulatory information service but no notification will be sent directly to shareholders.

7. Where there are joint registered holders of any shares such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the register of shareholders shall alone be entitled to vote.

8. On a poll votes may be given either personally or by proxy and a shareholder entitled to more than one vote need not use all their votes or cast all the votes they use in the same way.

9. Any corporation which is a shareholder may by resolution of its Board of Directors or other governing body authorise such person as it thinks fit to act as its representative at the AGM. Any person so authorised shall be entitled to exercise on behalf of the corporation which he represents the same powers (other than to appoint a proxy) as that corporation could exercise if it were an individual shareholder.

10. As at 21 June 2013 (the latest practicable date prior to the printing of this notice) the Company’s issued share capital consisted of 163,636,000 Ordinary Shares of no par value, all carrying one vote each per share. No Ordinary Shares are held in treasury.

11. Copies of the following documents are available for inspection at the registered office of the Company during usual business hours on any weekday (weekends and public holidays excluded) and will be available for inspection at the place of the AGM for 15 minutes before and during the AGM itself:



(a) a copy of the Company’s Annual Report and Accounts for the financial period ended 31 December 2012; and

(b) copies of the service contract for Ravi Kailas and the Non-Executive Directors’ appointment letters.

Explanatory notes to the Notice of Annual General MeetingAt the AGM there are 10 Resolutions which shareholders

will be asked to consider and, if thought fit, approve. An

explanation of each of these Resolutions is given below.

Resolutions 1 to 9 (inclusive) are proposed as ordinary

resolutions. An ordinary resolution requires more than 50%

of votes cast at the AGM relating to that resolution to be in

favour of it for the resolution to be passed. Resolution 10

is proposed as a special resolution, which requires at least

75% of votes cast at the AGM relating to that resolution to

be in favour of it for the resolution to be passed.

Ordinary ResolutionsResolution 1: Annual report and accounts

For each financial year the Directors are required to present

the Directors’ Report, the audited accounts and the auditors’

reports to shareholders at a general meeting. Shareholders

are asked to receive the annual report and accounts of the

Company for the financial period ended 31 December 2012.

The Companies (Guernsey) Law, 2008 (as amended) required

that the report and accounts are laid before the AGM.

Resolution 2: Report on Directors’ remuneration

The Annual Report and Accounts for the financial period

ended 31 December 2012 contains a Report on Directors’

Remuneration, which sets out the remuneration policy for the

Company and reports on the remuneration arrangements in

place for its Directors. The shareholder vote will be advisory

only, but the Directors of the Company will take the outcome

of the vote into consideration when reviewing and setting

the Company’s remuneration policy.

Resolutions 3 and 4: Appointment and remuneration of the

Auditors

Auditors appointed to by the Board to fill a casual vacancy shall

hold office until the first AGM following their appointment.

KPMG LLC have indicated that they are willing to continue to

be the Company’s Auditors for the next year. You are asked to

approve their reappointment and to authorise the Directors

of the Company to determine their remuneration.

Resolutions 5 to 7 (inclusive): Election of Directors

in accordance with the recommendations of the UK Corporate

Governance Code, Ravi Kailas, Russell Walls and Rohit

Phansalkar, have resolved to voluntarily submit themselves

for re-election by the shareholders at the AGM.

Having considered the performance and contribution made

by each of the Directors, the Board believes that each of

them continue to perform effectively and with commit to

their roles and, as such, recommends their re-election. Brief

biographical details of the Directors seeking re-election can

be found in the Annual Report and Accounts.

Resolution 8: Authority to issue shares

Paragraph (A) of this Resolution would give the Directors the

authority to issue shares or grant rights to subscribe for, or

convert any securities into, shares up to a maximum number

of 54,545,333 Ordinary Shares in the Company. This amount

represents approximately one-third of the issued Ordinary

Share capital of the Company as at the date of publication

of this notice.

In line with guidance issued by the Association of British

Insurers (‘ABI’), paragraph (B) of this Resolution would

give the Directors authority to issue shares or grant rights

to subscribe for, or convert any securities into, shares in

connection with a rights issue in favour of shareholders up

to a maximum number of 109,090,666 Ordinary Shares in

the Company. This amount (before any reduction) represents

approximately two-thirds of the issued Ordinary Share capital

of the Company as at the date of publication of this notice.

In order to ensure that the maximum amount of shares

issuable under Resolution 8 is in total never more than an

amount equal to approximately two-thirds of the issued

Ordinary Share capital, deductions will be made from (A) or

(B) to ensure that this remains the case, whether or not the

Company issues shares under (A) or (B) first.

Without prejudice to the Company’s business strategy

(which may involve future issues of shares), the Directors

have no specific present intention to exercise either of the

authorities sought under this Resolution. However, if they do

exercise the authorities, the Directors intend to follow ABI

recommendations concerning their use (including as regards

the Directors standing for re-election in certain cases).

The authorities sought under paragraphs (A) and (B) of this

Resolution will expire at the conclusion of the AGM of the

Company to be held in 2014, or, if earlier, 15 months after

the date of the AGM.

Resolution 9: Authority to purchase own shares

The Company has previously granted authority to make

market acquisitions of its Ordinary Shares to address, among

other things, any imbalance in the supply of, and demand for,

Ordinary Shares. The current authority expires at the end of

the AGM.

This Resolution proposes to renew the authority of the

Company to make market acquisitions of up to a maximum

9090


number of 32,727,200 Ordinary Shares in the Company.

This amount represents approximately 20% of the issued

Ordinary Shares capital of the Company as at the date of

publication of this notice.

The Directors will exercise this power only when, in the light

of market conditions prevailing at the time, they believe that

the effect of such purchases will be in the best interests of

the Company and of its shareholders generally and when

the Directors believe, after careful consideration, that such

a purchase would be expected to result in an increase in

adjusted earnings per share. The Directors consider it to

be desirable for this general authority to be available to

provide flexibility in the management of the Company’s

capital resources and to satisfy the exercise of employee

share options under the Mytrah Employee and Mytrah

Executive Share Option Schemes. The Company may hold

in treasury any of its own shares that it purchases pursuant

to the authority conferred by this Resolution, subject to a

maximum limit of 10% of issued share capital as set out

in the Companies (Guernsey) Law, 2008 (as amended) (the

“Law”).

In accordance with the Law, the Company may only make

market purchases of its Ordinary Shares provided it satisfies

the ‘solvency test’ (as detailed in the Law) if (i) it is able to

pay its debts as they become due; and (ii) the value of its

assets is greater than the value of its liabilities. In connection

with any purchase of the Company’s Ordinary Shares, the

Directors will therefore need to confirm that the solvency

test will be satisfied immediately following such purchase

being made.

The minimum price which may be paid for an Ordinary Share

is £0.01. Given the volatility of the share price and limited

liquidity, the maximum price which may be paid for an Ordinary

Share has been set at 150% of the highest independent bid

made (i) on the day on which that Ordinary Share is acquired

and (ii) on the trading platform where the purchase is carried

out.However, the Board will seek at all times to comply, where

practicable, with best practice guidance which recommends

that the maximum price, exclusive of expenses, which may

be paid for an Ordinary Share is the higher of: (i) an amount

equal to 5% above the average market value for an Ordinary

Share for the five business days immediately preceding the

date of the purchase; and (ii) the higher of the price of the

last independent trade and the highest current independent

bid on the trading venues where the purchase is carried out.

Any Ordinary Shares purchased under the renewed authority

will either be cancelled or held in treasury (subject to the

maximum number of shares that may be held in treasury of

10% of the issued Ordinary shares of the Company, as set

out in section 317 of the Companies Law), which may be

re-issued to satisfy the exercise of employee share options

under the Mytrah Employee and Mytrah Executive Share

Option Schemes.

As at the date of publication of this notice, no Ordinary

Shares are held by the Company in treasury and options and

other rights to subscribe for shares were outstanding over a

total of 14,959,599 Ordinary Shares.

The authority sought under this Resolution will expire at the

end of the AGM to be held in 2014, or, if earlier, 30 December

2014.

Special ResolutionResolution 10: Disapplication of pre-emption rights

Article 4.13 of the Articles of Incorporation requires that

where Ordinary Shares are issued, or rights to subscribe for,

or convert any securities into, Ordinary Shares are granted,

wholly for cash, or where Ordinary Shares are sold out of

treasury wholly for cash, either shareholder approval must

be sought to make a non-pre-emptive offer or a pre-emptive

offer must be made to all existing shareholders (but allowing

the Directors to make such provision as they think fit in

relation to fractional entitlements and/or certain overseas

shareholders and/or any other matters). The Board believes

that the ability to issue new Ordinary Shares on a non-pre-

emptive basis is in the best interests of the Company as this

affords considerable flexibility and a significant reduction in

time and costs in effecting fundraisings.

If approved, the disapplication authority will allow the Board

to issue up to a maximum number of 54,545,333 Ordinary

Shares (equal to approximately one-third of the total number

of Ordinary Shares in issue as at the date of publication of

this notice).

The authority sought under this Resolution will expire at the

end of the AGM of the Company to be held in 2014 or, if

earlier, 15 months after the date of the AGM.



NOTES

9292


NOTES



NOTES

9494


MYTRAH ENERGY LIMITED(Incorporated and registered in Guernsey with company number 52284)

FORM OF PROXYPlease read the notice of Annual General Meeting and the explanatory notes below before completing this form.

For use by holders of Ordinary Shares at the Annual General Meeting of Mytrah Energy Limited (the “Company”) convened for 31st July 2013 at 12 noon at Anson Place, Mill Court, La Charroterie, St Peter Port, Guernsey GY1 1EJ and at any adjournment thereof:

I/We .............................................................................................................................................................................................................................................................................................................. (Block Capitals)

Of ................................................................................................................................................................................................................................................................................................................... (Block Capitals)

being (a) shareholder(s) of the Company hereby appoint the Chairman of the meeting

or ......................................................................................................................................................................................................................................................................................................................................................

as my/our proxy to vote for me/us on my/our behalf at the Annual General Meeting of the Company (the “AGM”) to be held on 31st July 2013 at 12 noon and at any adjournment thereof.

I/WE direct the proxy to vote on the Resolutions as follows:

Ordinary Resolutions FOR AGAINST WITHHELD

1. TO receive the Annual Report and Accounts of the Company for the financial period ended 31 December 2012, together with the Report of the Directors and Auditors thereon.

2. TO approve the Directors’ Remuneration Report set out in the Annual Report and Accounts for the financial period ended 31 December 2012.

3. TO reappoint KPMG LLC as Auditors of the Company, to hold office until the conclusion of the next Annual General Meeting of the Company to be held in 2014.

4. TO authorise the Directors to determine the remuneration of the Auditors of the Company.

5. TO re-elect as a Director Mr Ravi Shankar Kailas, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

6. TO re-elect as a Director Mr Rohit Phansalkar, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

7. TO re-elect as a Director Mr John Russell Fotheringham Walls, who voluntarily retires in accordance with the recommendations of the UK Corporate Governance Code.

8. TO authorise the Directors to issue Ordinary Shares.

9. TO authorise the Company to make market purchases of its own shares which may be cancelled or held as treasury shares.

Special Resolution FOR AGAINST WITHHELD

10. TO disapply pre-emption rights under Article 4.13 of the Articles of Incorporation.

Please indicate with an X in the appropriate space how you wish your vote to be cast. On receipt of the form duly executed and in the absence of a specific direction, your proxy will vote or abstain as he or she thinks fit on the resolutions.

Signed: .………………………….......……… Date ………………..……….2013

Notes:

1. If it is desired to appoint as proxy any person other than the Chairman of the AGM, his/her name and address should be inserted in the relevant place and reference to the Chairman of the meeting deleted and the alteration initialled.

2. If the shareholder is a corporation, this form must be executed under its common seal or under the hand of its duly authorised officer or attorney.

3. In the case of joint registered holders of any shares, such persons shall not have the right of voting individually in respect of such shares but shall elect one of their number to represent them and to vote whether in person or by proxy in their name. In default of such election the person whose name stands first on the register of shareholders shall alone be entitled to vote.

4. Any alterations to this Form of Proxy should be initialled by the person who signs it.

5. The Form of Proxy should be completed in accordance with the instructions set out therein and sent, together with the power of attorney or other authority, if any, under which it is signed, or a notarially certified copy of such power or authority, so as to reach the Company’s agent, for this purpose being, Computershare Investor Services (Guernsey) Limited, C/o the Pavilions, Bridgwater Road, Bristol, BS99 6ZY not less than 48 hours before the time for holding the Meeting.

6. Completing and returning a Form of Proxy will not prevent a member from attending in person at the meeting and voting should he or she so wish.

7. In the event that a Form of Proxy is returned without an indication as to how the proxy shall vote on the resolutions, the proxy will exercise his discretion as to whether and, if so, how he votes.

8. A shareholder entitled to exercise more than one vote need not cast all his or her votes in the same way.

9. In accordance with the provisions of the UK Code of Corporate Governance it should be noted that a vote withheld is not a vote in law and will not be counted in the calculation of the proportion of the votes for and against each resolution.



9696


ContentsCompany Information .............................................................................................................................................01

Directors’ Biographies .............................................................................................................................................14

Chairman and CEO’s Statement .........................................................................................................................22

Directors’ Report ........................................................................................................................................................38

Corporate Governance Report ............................................................................................................................40

Independent Auditor’s Report to the members of Mytrah Energy Limited .................................49

Consolidated Income Statement .......................................................................................................................50

Consolidated Statement of Comprehensive Income ..............................................................................51

Consolidated Statement of Financial Position ...........................................................................................52

Consolidated Statement of Changes in Equity ..........................................................................................53

Consolidated Statement of Cash Flow ...........................................................................................................54

Notes to the Consolidated Financial Statements .....................................................................................55 A product

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| Annual Report

Mytrah Energy Limited 31 December 2012 | Annual Report

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