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OPG Power Ventures (OPG)

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Monday 24 September, 2018

OPG Power Ventures

Final Results

RNS Number : 6341B
OPG Power Ventures plc
24 September 2018
 

24 September 2018

 

OPG Power Ventures plc

("OPG", the "Group" or the "Company")

 

Final results for the year ended 31 March 2018

 

OPG (AIM: OPG), the developer and operator of power generation assets in India, announces its final results for the year ended 31 March 2018 ("FY18").

 

Highlights

·   Profit from continuing operations before impairments and tax was £6.2 million compared with a profit of £31.7m in FY17

·   Full year scrip dividend of 1p per share (FY17: 0.98p per share)

·   Chennai plant generation up 2% to 2.8* billion units from 2.7 billion units in FY17

·   Revenue up 3% to £140m from £136m in FY17

·   EBITDA margin of 17% compared with 38% in FY17 due higher coal costs in FY18

·   Gross debt of £93.5m**; Gearing lower at 40% from 57% in FY 17

·   62 MW solar project commissioned in FY 18 

·   Following the deconsolidation of the Gujarat plant, loss from discontinued operations, incl. Non-Controlling Interest was £(96.7) million (FY17: £(13.4) million) and the total loss was £(100.9) million (FY17 profit: £23.1m)

 

Summary financial information

 

£ million

INR million

 

FY18

FY17

FY18

FY17

Revenue

140.1

136.2

11,966

11,917

EBITDA***

24.0

52.2

2,054

4,569

Profit from continuing operations before impairments and tax

6.2

31.7

527

2,783

Loss from discontinued operations, incl. NCI

(96.7)

(13.4)

(8,258)

(1,175)

(Loss)/Profit for the year

(100.9)

23.1

(8,615)

2,020

(Loss)/Earnings Per Share (pence)

(24.7)

8.4

 

 

Gross debt

93.5

321.0

8,488

25,943

Total generation (billion kWh)*

2.8

2.7

 

 

 

* 2.8 billion units includes 0.3 billion deemed generation for Chennai Unit 3 (FY17: 0.4 billion)

** Gross Debt of Chennai Operations, Gujarat Debt is excluded on account of deconsolidation

*** Excluding one-off impairment provision of £7.3m in FY18

 

Commenting, Arvind Gupta, Executive Chairman said: "This was a year of significant transition for OPG. We have decided to focus on the profitable Chennai SPV and have drawn a line under the Gujarat SPV which continued to experience liquidity stress due to the cascading impact of historic external issues, coupled with high seaborne coal prices. We will utilise the strong cash generation of the Chennai operation to repay remaining debt over the Chennai plants within five years  and no further cash will go to Gujarat. "

 

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

 

OPG Power Ventures PLC

+91 (0) 44 429 11211

Arvind Gupta / Dmitri Tsvetkov

 

 

Cenkos Securities (Nominated Adviser & Broker)

+44 (0) 20 7397 8900

Stephen Keys

 

 

Tavistock (Financial PR)

+44 (0) 20 7920 3150

Simon Hudson / Barney Hayward / Nick Elwes

 

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 ('MAR')

 

Disclaimer

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

 

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

 

Executive Chairman's Statement

 

This year we have decided to focus on the profitable Chennai SPV and drawn a line under the Gujarat SPV. We will utilise the strong cash generation of the Chennai operation to repay remaining debt within 5 years.

 

Operations - a Focus on Maximising Asset Performance and Deleveraging

The Chennai plants' generation during FY18 was 6 per cent higher than in FY17 at 2,492 million kWh, with average PLF at 77 per cent (FY17: 76 per cent).  Post FY18 year-end we have negotiated a 5 per cent increase in sales tariffs for FY19 and, since the year end, most of our group captive customers in Chennai have renewed their three year contracts. We expect to achieve at least 4 per cent increase in sales tariffs for FY20. All scheduled interest and principal repayments at Chennai, amounting in aggregate to Rs2.9 billion (£33.8 million, including £22.3 million principle repayments) were made during the twelve months ended 31 March 2018.

 

The average landed cost of coal was approximately 32 per cent higher in FY18 than FY17, which clearly had a significant impact on profitability. It is pleasing to report that, following the coal price spike in 2017 and first half of 2018, coal prices have reduced by some 18 per cent in the two months preceding this statement and consensus forecast for Australian steaming coal prices indicates further expected reduction by approximately 20% by March 2020. The Chennai plant is not affected by the distress of distribution companies affecting parts of the Indian power sector. We are therefore optimistic that the lower coal prices will benefit FY19 and FY20 profitability.

 

As at 31 March 2018, total borrowings were at £93.5 million. The Company looks forward to achieving a major milestone later this year as the term loans with respect to Unit 1 of Chennai plant (77 MW out of 414 MW) will be fully repaid in December 2018. The remainder of Chennai plant term loans are scheduled to be fully repaid in five years, i.e. in FY24.

 

The Company has invested in four solar projects at Karnataka, which will deliver 62MW, and are being ramped up to full capacity. The Group continues to evaluate both organic and acquisitive growth opportunities in the renewables sector, with return on investment as the primary evaluation criteria.

 

Gujarat plant strategic review and deconsolidation

As previously announced, the trading difficulties experienced by our Gujarat plant, almost entirely outside the direct control of our operational management, triggered a comprehensive review by the Board of the Group's strategy going forward.  The key conclusion was to concentrate on OPG's high quality, profitable plant in Chennai which, by contrast with Gujarat, delivered a robust performance in FY18.

 

The Board considers that much has been achieved at Gujarat, including building the 300 MW plant from scratch within a disciplined timeframe, increasing production of the plant to reach the target of 80% load factor and securing an attractive tariff from a diverse range of group captive customers. However, it is clear that the cascading effect of the dispute with Gujarat authorities regarding the captive status together with distribution companies ("DISCOMs") withholding Cross Subsidy Surcharges have meant that the outcome has been very disappointing for our Gujarat SPV. As previously reported the financial stress put on the Gujarat SPV led to deferral of scheduled principal and interest loan repayments, resulting in the requirement to implement a lender-assisted Resolution Plan ("RP").  Whilst it had been hoped that this process would be concluded in August 2018, it continues. Management will seek to minimise the time spent on this and no further cash of the Group will be spent on Gujarat SPV.

 

As previously announced, the Group sold a five per cent per cent equity stake in Gujarat SPV. Whilst the RP may have a number of outcomes, including potential conversion of part of the debt into equity, the Board does not expect any of these outcomes to produce any value for the Group. Due to all above factors the Group no longer has control or significant influence in the Gujarat SPV and the Gujarat subsidiary was, therefore, deconsolidated as of 31 March 2018. The Group's equity interest in Gujarat plant was accounted for as an investment at fair value as at 31 March 2018.

 

The Company has no obligations with respect to Gujarat plant's borrowings apart from the parent company guarantee of £5.8 million with respect to a short-term loan, which will potentially be repaid by the Gujarat SPV from customer refunds. 

 

To account for the uncertainty implicit in the RP, a full provision, amounting to £46.3 million, has been made against the Group's receivable balances from the Gujarat SPV and financial securities pledged with lenders of Gujarat SPV.

 

The board remains confident that the structural differences between the Gujarat and Chennai markets mean that these issues are restricted to Gujarat.

 

Overview of the Indian Power Sector & Factors influencing power demand

Despite current stress in parts of the power sector, India remains an attractive area for power generation business with GDP growth at 8.2 per cent for Q1 of 2018-19. The IMF's World Economic Update in July 2018 estimated GDP annual growth rate of 7.5 per cent for 2019. With such strong GDP growth, India is the fastest growing economy in the world and historically, growth in power demand has largely followed GDP growth.  We expect power demand to grow at a rate of 6.7 per cent CAGR during the period between 2017 and 2022 and, as Indian power consumption per capita was only 1,075 kWh in 2016, it will catch up with developed economies / countries with similar social economic conditions.

 

The key drivers for increasing demand are initiatives such as '24x7 Power for All', development of 'smart cities', the 'Housing for All' scheme, the industrial push through 'Make in India' initiative, increasing urbanisation, infrastructure requirements, electric mobility, and overall strong economic growth.

 

Ujwal DISCOM Assurance Yojana ("UDAY) Performance & Tariff Increase

The UDAY, financial turnaround and revival package for electricity distribution companies of India, has a clear impact on improving operational efficiency and reducing the overall losses of the DISCOMs. A total of 19 States increased their tariffs either in FY16 or FY17. According to the Ministry of Power, tariff hikes have resulted in additional revenue of Rs.100 billion (£1.1 billion) in FY16 and Rs.204.3 billion (£2.3 billion) in FY17. Tariff increases in Tamil Nadu and other UDAY States where tariff rises did not take place are expected to happen in FY20.

 

Financial Results

As mentioned above, the Gujarat subsidiary was deconsolidated as of 31 March 2018 and this deconsolidation is reflected in the separation of the results from Gujarat and Chennai in FY18 and FY17 income statements.  Future results of operations of Gujarat plant will not be consolidated in OPG Group's consolidated financial statements.

 

In FY18, the Group's revenue increased by £4 million to £140 million, 3 per cent higher than FY17.  Profit from continuing operations before impairments and tax was £6.2 million (FY17: £31.7 million). Following the deconsolidation of the Gujarat plant and inclusion of the provision, the loss from discontinued operations, incl. Non-Controlling Interest was £(96.7) million (FY17: £(13.4) million) and the total loss was £(100.9) million (FY17 profit: £23.1m). Cash flow from continuing operations was £56.4 million (FY17: £52.1 million).  As at 31 March 2018, total borrowings were £93.5 million (31 March 2017: £321 million, including the Gujarat plant's borrowings). All scheduled interest and principal repayments at Chennai, amounting in aggregate to Rs2.9 billion (£33.8 million, including £22.3 million principle repayments) were made during FY18.

 

The Company will continue to provide trading updates as appropriate but intends to adopt the more traditional half yearly (rather than quarterly) reporting.

 

Board

In November 2017, we announced the appointment of Dmitri Tsvetkov as Chief Financial Officer of OPG Power Ventures PLC, replacing V. Narayan Swami. Two of our long serving Non-executive directors, Martin Gatto and Ravi Gupta, also stepped down from the Board. All three had been on the Board since our IPO and admission to AIM. We appointed a new Non-executive director, Jeremy Warner Allen, as Independent Non-executive Deputy Chairman. On behalf of the Board, I would like to thank Mr Narayan Swami, Mr Gatto and Mr Gupta for their service and contributions over the years and welcome Mr Tsvetkov and Mr Warner Allen to the Board.

 

Dividend

In order to conserve cash for the business, the Board has decided to pay a scrip dividend of 1 pence per share to shareholders in respect of FY18 and expect dividends to return to a cash payment (with a scrip alternative) for FY19.  The proposed scrip dividend, if approved by shareholders at the AGM, will result in an issuance of new shares which will be credited to shareholders' accounts in December 2018.

 

Outlook

We believe that our skills and experience in the power sector will enable us to maintain long term profitable and sustainable business model. We are already benefitting from reduced coal prices following the FY18 spike and expect to be able to demonstrate a clear path to profitability in FY19. Or focus will remain on repaying the long-term debt on the Chennai plants and look forward to Unit 1 being debt free later this year with the remaining units following within five years.

 

The Board and I thank the loyal and hardworking team at OPG and believe that the OPG Group is well positioned to take advantage of market opportunities as they arise. 

 

Arvind Gupta

Executive Chairman

22 September 2018

 

FINANCIAL REVIEW

 

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

 

Income statement

 

 

2018

% of revenue

Restated*/**

2017

% of revenue

Year ended 31 March

£m

£m

Revenue

140.1

 

136.2

 

Cost of revenue (excluding depreciation)

(100.2)

 

(67.7)

 

Gross profit

39.9

28.5

68.4

50.3

Other income

2.0

 

0.1

 

Distribution, general and administrative

 

 

 

 

expenses (excluding depreciation)

(17.9)

 

(16.4)

 

EBITDA***

24.0

17.2

52.2

38.3

Depreciation

(6.5)

 

(6.6)

 

Net finance costs

(11.3)

 

(13.8)

 

Profit from continuing operations

 

 

 

 

before tax and impairments

6.2

4.4

31.8

23.4

Impairment provision for loss on investments and assets under construction

(7.3)

 

0.0

 

(Loss)/Profit before tax from continuing operations

(1.1)

(0.8)

31.7

23.3

Taxation

(3.1)

 

4.8

 

(Loss)/Profit after tax from continuing operations

(4.2)

(3.0)

36.5

26.8

Loss from discontinued operations, incl. Non-Controlling Interest

(96.7)

 

(13.4)

 

(Loss)/Profit for the year

(100.9)

 

23.1

 

* Following deconsolidation of Gujarat SPV (described below) the operating performance of Gujarat power plant has been reclassified to loss from discontinued operations.

** Depreciation was reclassified from cost of revenue and general and administrative to a separate line

*** Excluding one-off impairment provision of £7.3m in FY18

 

Revenue

The Group's revenue has increased by £4.0m, reflecting a 3% growth year on year. Generation exported to customers and billed for revenue increased by 5% to 2,296m units in FY18 from 2,182 in FY17.

 

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

 

Particulars

FY18

FY17

Generation (million units)

2,493

2,346

PLF (%)

772

762

Average tariff (INR/unit)

5.213

5.463

 

1 The above figures are only for Chennai power plants as Gujarat power plants are reclassified to discontinued operations

2 Chennai Unit 3: Deemed PLF (%) has been included

3 Average tariff includes effect of deemed offtake tariff for Chennai Unit 3

 
Gross profit

Gross profit ('GP') in FY18 was 28.5% of revenue (FY17: 50.3%). The reduction in GP is primarily on account of significant increase in fuel cost during FY18 in comparison with FY17.

 

The cost of revenue represents fuel costs. The average factory gate costs for Indian coal increased by 5.0% and those for imported coal by 33.6%. The table overleaf shows the price and blend of Indian and Indonesian coal consumed in FY18 and FY17.

 

Price and blend of India and Indonesian coal consumed:

 

Average factory gate price

(INR/mt)

Average factory gate price

(INR/mKCal)

Blend

%

Financial year

Indian coal

Imported coal

Indian coal

Imported coal

Indian: Imported

FY18

3,467

4,593

963

1,114

6:94

FY17

3,301

3,438

904

799

9:91

Change %

5.0

33.6

 

 

 

 

EBITDA

Earnings before interest, taxation, depreciation and amortisation ('EBITDA') is a measure of a business's cash generation from operations before depreciation, interest and exceptional and non-standard or non-operational changes such as the annual charge for stock options which is a non-cash item or expenses relating to projects under construction.

 

EBITDA was £24.0m in FY18 down from £52.2m in FY17 and EBITDA margin was lower at 17.2% in FY18 against 38.3% in FY17 on account of decrease in GP margin.

 

Profit from continuing Chennai operations before tax and impairments was £6.2m compared with a profit of £31.7m in FY17 while after impairments it became loss before tax of £1.1m (FY17: profit before tax £31.7m).

 

(Loss)/Profit before tax reconciliation ('PBT') (£m)

FY 18

PBT 2017-18

(1.1)

PBT 2016-17

31.7

Decrease in PBT

(32.8)

Increase in GP

(28.5)

Increase in Other Income

1.8

Increase in Distribution, General & Administrative Expenses

(1.5)

Decrease in Net Finance Costs

2.5

Impairment provision for loss on investments and asset under construction*

(7.3)

Others

0.1

Decrease in PBT

(32.8)

 

*£ 4m being impairment of an obsolete assets under construction, as a one off transaction. £ 3.3m being impairment provision of investments in joint venture Padma Shipping

 

Taxation

The Company's operating subsidiaries are under a tax holiday period but are subject to Minimum Alternate Tax ('MAT') on its accounting profits. Any tax paid under MAT can be offset against future tax liabilities arising after the tax holiday period.

 

The tax expense during the year was £3.0m which includes current tax expense of £0.4m and tax credit reversal of £ 2.7m.

 

Details of tax credit during the year (£m)

FY18

Current tax for FY 2017 -18

0.4

Credit for MAT reversal

2.7

Tax expense/(income)

3.0

 

Profits after tax from continuing operations

Profits after tax have decreased by £40.7m from £36.5m in FY17 to loss of £4.2m in FY18.

 

Deconsolidation of Gujarat SPV and Loss from discontinued operations

As previously reported, the captive consumers of BVP (formerly known as OPGS Power Gujarat Private Limited) have withheld from the sales invoices an amount of approximately £40m towards Cross Subsidy Surcharge (CSS) levied by the DISCOMs for the financial years 2015-2016, 2016-2017 and 2017-2018 challenging the grounds of fulfilment of required shareholding criteria by BVP to qualify as a captive power generating unit as per Rule 3 of the Electricity Rules, 2005.

 

Although BVP received confirmation of Group Captive status from the relevant Gujarat authorities and approximately £9m out of £40m of dues were already recovered, the financial stress put on the Gujarat SPV, coupled with high seaborne coal prices led to deferral of scheduled principal and interest loan repayments, resulting in the requirement to implement a lender-assisted Resolution Plan ("RP").  The RP plan was developed and presented to the banks and we had hoped that this process would be concluded in August 2018 but it still continues. No further cash of the Group will be spent on Gujarat SPV.

 

As previously announced, the Group sold a five per cent per cent equity stake in Gujarat SPV (see note 7 (a) to the FY18 consolidated financial statements). Whilst the RP may have a number of outcomes, including potential conversion of part of the debt into equity, the Board does not expect any of these outcomes to produce any value for the Group.

 

Due to all above factors the Group no longer has control or significant influence in the Gujarat SPV and the Gujarat subsidiary was, therefore, deconsolidated as of 31 March 2018. The Group's equity interest in Gujarat plant was accounted for as an investment at fair value as at 31 March 2018. Future results of operations of Gujarat plant will not be consolidated in OPG Group's consolidated financial statements.

 

Accordingly, results of operations of BVP were reclassified to Loss from discontinued operations. Operating loss of BVP increased to £28.0m for FY18 from £13.4m primarily on account of increase in fuel cost. Further, loss on deconsolidation of BVP is £22.3m and the Group has made impairment provision aggregating to £46.3m for investments in debentures, trade receivables and advances and financial securities pledged with lenders of BVP. Below is a summary of loss from discontinued operation recognized upon Gujarat SPV deconsolidation:

 

Particulars

FY18 - £m

FY17 - £m

Operating loss of BVP

28.0

13.4

Loss on deconsolidation of BVP

22.3

-

Impairment provision for investments in debentures of BVP

11.0

-

Impairment provision for trade receivables and advances of BVP

22.0

-

Impairment provision for financial securities pledged with lenders of BVP

13.3

-

Total Loss from discontinued operations

96.7

13.4

 

Impairment provision of investments in joint venture Padma Shipping

In 2014 the Company entered into a Joint Venture agreement with Noble Chartering Ltd ("Noble"), to secure competitive long term rates for international freight for its imported coal requirements.  Under the Arrangement, the company and Noble agreed to jointly purchase and operate two 64,000 MT cargo vessels through a Joint venture company Padma Shipping Ltd, Hong Kong ('Padma'). 

 

During the year, the Joint Venture partner due to a change in their group strategy requested for the Joint Venture to be terminated. As the vessels were still under construction and yet to be delivered during 2018, we agreed and the process for the same will be initiated in FY19.   

 

OPG has invested approximately £3.5m in equity and £1.7m to date as advance and accordingly the joint venture has been reported using equity method as per the requirements of IFRS 11. The Company provided corporate guarantee for 50% of equity portion of the cost of construction of the vessels remaining balance in amount of £2m (equivalent of $2.8m) which was recognised in the FY18 financial statements as part of GBP 3.2m provision as the shipping yard requested payment subsequent to the year end. The Company recognised an impairment provision in the FY18 financial statements of £3.2m against its investment to date on account of the impending dissolution of the JV.

 

Impairment of Assets under construction

During the year the Company impaired an amount of £4m relating to obsolete assets under construction, as a one off transaction. The plant and machinery under construction of proposed 12 MW power project to be set up on a 120 acre brownfield site in the industrial heartland of Karnataka state at Bellary, has been impaired as the group does not expect any economic benefits out of same. The plant and machinery were purchased along with the land and is of no use hence needs to be scrapped.

 

Earnings per Share (EPS)

The Company's reported EPS from continuing operations decreased to loss of (1.2) pence from 9.5 pence on account of decrease in PAT.

 

The Company's total reported EPS decreased to loss of (24.7) pence from 8.4 pence earnings on account of decrease in PAT due to loss from discontinued operations.

 

Dividend

The Board approved FY18 full year scrip dividend at 1 pence per share.

 

For FY17 full year dividend paid at 0.98 pence per share, including interim dividend of 0.26 pence per share.

 

Some shareholders elected to receive final FY17 dividend in form of scrip dividend and as a result of this election the Company has issued 4,799,742 shares during the year at par value of £0.000147 (2017: £0.000147) per share amounting to £706. The difference between fair value of shares issued above par value of £1.2m with respect to scrip dividend was credited to share premium.

 

Foreign exchange loss on translation

The British Pound-to-Indian Rupee exchange rate has moved higher to closing rate on 31 March 2018 of 1£= INR 90.81 as against 1£= INR 80.82 on 31 March 2017 thereby resulting in significant exchange loss of £21.4m on translating foreign operations.

 

Given Gujarat plant balances were removed from the statement of financial position as at 31 March 2018 as a result of deconsolidation, the comparative balances as at 31 March 2017 were also adjusted for BVP balances for the purposes of variance analysis below. Also comparative balances of assets and liabilities on 31 March 2017 were worked out based on exchange rate effective on 31 March 2018.

 

Property, plant and equipment

The decrease in net book value of our property, plant and equipment principally relates to depreciation and forex loss on account of translation during the year.

 
Other non‐current assets

Other non-current assets (excluding Property, plant and equipment & Intangible assets) have increased primarily due to £9.9m  investments in associates (solar power projects and Padma Shipping joint venture).

 

Given Gujarat plant balances were removed from the statement of financial position as at 31 March 2018 as a result of deconsolidation, the comparative balances as at 31 March 2017 were also adjusted for BVP balances for the purposes of variance analysis below. Also comparative balances of assets and liabilities on 31 March 2017 were recalculated based on exchange rate effective on 31 March 2018 to eliminate foreign exchange impact.

 

Current assets

 Current assets have decreased by £2.4m from £80.6m to £78.2m year on year primarily as a result of the following:

·   Decrease in trade receivables by £4.8m.

·   Increase in cash and bank balances (including restricted cash) by £3.0m.

·   Decrease in inventory holdings by £1.8m.

·   Increase in Net current tax asset by £2.2m.

·   Decrease in other current assets by £0.9m.

 

Current liabilities

Current liabilities have increased by £21.4m from £55.6m to £77.0m year on year primarily due to increase in trade payables for coal and creditors for supplies to solar power project.

 
Other non‐current liabilities

Other non-current liabilities have increased by £9.4m from £79.2m to £88.6m year on year primarily on account of increase in trade and other payables of £17.3m and decrease due to repayment of borrowings for balance amount.

 

Gross debt, gearing and finance costs

As of 31 March 2018, total borrowings were £93.5m. The gearing ratio (borrowings/(equity plus borrowings) was 40% (31 March 2017: 57%).

 

Total borrowings (current and non-current portions) decreased by £228m due to repayment of term loans of £22.6m by Chennai plant, deconsolidation of Gujarat (£206m) and foreign exchange impact of depreciation of INR against GBP.

 

The Company looks forward to achieving a major milestone later this year as the term loans with respect to Unit 1 of Chennai plant (77 MW out of 414 MW) will be fully repaid in December 2018. Based on term loans repayments schedule Chennai plant will be debt free in five years.

 

Finance costs have decreased by £2.1m from £15m in FY17 to £12.9m in FY18 primarily due to scheduled repayments of term of loans by Chennai plant and respective reduction in interest expense.

 

Finance income increased from £1.1m in FY17 to £1.6m in FY18 and therefore net finance costs in FY18 amounted to £11.3m (FY17: £13.8m).

 

The restricted cash balances totalling £25.3m at 31 March 2018 (31 March 2017: £17.8m) is comprised of financial deposits that have been pledged as security against borrowings and Letters of Credit.

 

Cash flow

Net cash flow from operating activities has increased from £52.2m in FY17 to £56.4m in FY18, an increase of £3.8m, primarily due to changes in working capital exceeding impact of the decrease in gross profit.

 

Movements (£m)

FY18

FY17

Operating cash flows from continuing operations before changes in working capital

23.8

52.3

Tax paid

(0.8)

(3.9)

Change in working capital assets and liabilities

33.3

3.7

Net cash generated by operating activities from continuing Operations

56.4

52.1

Purchase of property, plant and equipment (net of disposals)

(1.1)

(3.1)

Investments, incl. in solar projects, shipping JV, market securities

(28.8)

(8.6)

Net cash used in continuing investing activities

(29.9)

(11.7)

Net interest paid

(12.9)

(15.0)

Dividend paid

(1.6)

(0.9)

Total cash change before net borrowings

11.9

24.5

 

Dmitri Tsvetkov

Chief Financial Officer

22 September 2018

 

 

Consolidated statement of financial position

As at 31 March 2018

(All amount in £, unless otherwise stated)

Notes

 

 

 

 

As at 31 March 2018

 

 

 

As at 31 March 2017

Assets

 

 

 

Non-current assets

 

 

 

Intangible assets

14

64,170

223,224

Property, plant and equipment

15

207,271,135

479,904,726

Investments accounted for using the equity method

16

11,219,378

1,342,395

Other long-term assets

17

3,000,333

2,665,892

Restricted cash

20

4,966,140

3,825,733

 

 

226,521,156

487,961,970

Current assets

 

 

 

Inventories

19

9,716,280

16,853,761

Trade and other receivables

18

33,695,545

84,271,986

Other short-term assets

17

9,414,971

12,686,018

Current tax assets (net)

 

2,890,933

826,398

Restricted cash

20

20,318,985

14,009,027

Cash and cash equivalents

20

2,185,570

13,086,123

 

 

78,222,284

141,733,313

Total assets

 

304,743,440

629,695,283

Equity and liabilities

 

 

 

Equity

 

 

 

Share capital

21

52,378

51,672

Share premium

21

125,567,473

124,319,142

Other components of equity

 

1,193,995

22,065,498

Retained earnings

 

11,461,826

101,491,205

Equity attributable to owners of the Company

 

138,275,672

247,927,517

Non-controlling interests

 

854,752

(11,239,914)

Total equity

 

139,130,424

236,687,603

Liabilities

 

 

 

Non-current liabilities

 

 

 

Borrowings

23

69,636,532

284,415,451

Trade and other payables

24

17,547,733

283,754

Deferred tax liabilities (net)

13

1,457,209

1,007,851

 

 

88,641,474

285,707,056

Current liabilities

 

 

 

Borrowings

23

23,829,415

36,576,466

Trade and other payables

24

52,331,422

70,706,795

Other liabilities

 

810,705

17,363

 

 

76,971,542

107,300,624

Total liabilities

 

165,613,016

393,007,680

Total equity and liabilities

 

304,743,440

629,695,283

         

The notes are an integral part of these consolidated financial statements.

The financial statements were authorised for issue by the board of directors on 22 September 2018 and were signed on its behalf by

Arvind Gupta                                                                                                      Dmitri Tsvetkov

Executive Chairman                                                                                          Chief Financial Officer

Consolidated statement of Comprehensive Income

For the Year ended 31 March 2018

(All amount in £, unless otherwise stated)

 

 

 

 

Notes

 

 

Year ended

31 March 2018

 

Year ended

 31 March 2017

"Restated" (Refer Notes 5(a), 9(a))

Revenue

 

140,115,336

136,164,683

Cost of revenue

9

(100,195,277)

(67,738,591)

Gross profit

 

39,920,059

68,426,092

Other income

10

1,979,024

148,429

Distribution cost

 

(10,293,699)

(9,088,937)

General and administrative expenses

 

(7,559,711)

(7,377,218)

Depreciation

 

(6,526,177)

(6,556,582)

Operating profit before impairments

 

17,519,496

45,551,784

Impairment provision for loss on investments and assets under construction

7(b)

(7,280,793)

-

Operating profit

 

10,238,703

45,551,784

Share of loss from equity accounted investments

16

(35,296)

(352)

Finance costs

11

(12,931,972)

(14,987,980)

Finance income

12

1,623,500

1,138,565

(Loss) / Profit before tax

 

(1,105,065)

31,702,017

Tax (expense) / income

13

(3,072,731)

4,794,779

(Loss)/ Profit for the year from continued operations

 

(4,177,796)

36,496,796

Loss from discontinued operations, including Non-Controlling Interest

7(a)

(96,700,467)

(13,420,892)

(Loss) / Profit for the year

 

(100,878,263)

23,075,904

(Loss) / Profit for the year attributable to:

 

 

 

Owners of the Company

(87,141,023)

29,614,506

Non - controlling interests

(13,737,240)

(6,538,602)

 

(100,878,263)

23,075,904

(Loss)/ Earnings per share from continued operations

 

 

 

Basic earnings per share (in Pence)

26

(1.18)

9.45

Diluted earnings per share (in Pence)

 

(1.18)

9.41

Loss per share from discontinued operations

 

 

 

Basic earnings per share (in Pence)

26

(24.13)

(1.95)

Diluted earnings per share (in Pence)

 

(24.13)

(1.94)

(Loss) / Earnings per share

 

 

 

-Basic (in pence)

26

(24.68)

8.43

-Diluted (in pence)

 

(24.68)

8.39

Other comprehensive (loss) / income

 

 

 

Items that will be reclassified subsequently to profit or loss

 

 

 

Available for sale financial assets

 

 

 

-Reclassification to profit or loss

 

(73,351)

(38,557)

-Current year gains

 

-

73,351

Exchange differences on translating foreign operations

 

(20,871,345)

34,890,638

Items that will be not reclassified subsequently to profit or loss

 

 

 

Exchange differences on translating foreign operations

 

(555,331)

(1,166,597)

Total other comprehensive (loss) / income

 

(21,500,027)

33,758,835

Total comprehensive (loss) / income

 

(122,378,290)

56,834,739

Total comprehensive (loss) / income attributable to:

 

 

 

Owners of the Company

 

(108,085,719)

64,539,938

Non-controlling interest

 

(14,292,571)

(7,705,199)

 

 

(122,378,290)

56,834,739

The notes are an integral part of these consolidated financial statements

 

 

           

 

 

OPG Power Ventures Plc

Consolidated statements of changes in equity

For the Year ended 31 March 2018

(All amount in £, unless otherwise stated) 

 

 

 

 

Issued capital (No. of shares)

Ordinary shares

Share premium

Other reserves

Foreign currency translation reserve

Retained earnings

Total attributable to owners of parent

Non-controlling interests

Total equity

 
 

At 1 April 2016

351,504,795

51,671

124,316,524

7,494,781

(21,147,506)

69,684,455

180,399,925

276,325

180,676,250

 

Employee share based payments

 

-

-

87,907

 

-

87,907

 

87,907

 

Change in non-controlling interests without change in control (Refer note 5(d))

 

-

-

(893,826)

1,598,710

3,106,158

3,811,042

(3,811,040)

2

 

Dividends #

4,160

1

2,618

-

-

(913,910)

(911,291)

-

(911,291)

 

Transaction with owners

4,160

1

2,618

(805,919)

1,598,710

2,192,244

2,987,654

(3,811,040)

(823,386)

 

Profit for the year

 

-

-

-

-

29,614,506

29,614,506

(6,538,602)

23,075,904

 

Other comprehensive income

 

-

-

34,794

34,890,638

-

34,925,432

(1,166,597)

33,758,835

 

Total comprehensive income

-

-

 

34,794

34,890,638

29,614,506

64,539,938

(7,705,199)

56,834,739

 

At 31 March 2017

351,508,955

51,672

124,319,142

6,723,656

15,341,842

101,491,205

247,927,517

(11,239,914)

236,687,603

 

Adjustments on account of deconsolidation subsidiary (Note 7(a))

 

 

 

-

-

-

-

26,353,147

26,353,147

 

Impact of change in shareholding structure during the year

 

 

 

 

(18,312)

(15,779)

(34,090)

34,090

-

 

Dividends # (Note 21)

4,799,742

706

1,248,331

-

91,505

(2,872,577)

(1,532,036)

 

(1,532,036)

 

Transaction with owners

4,799,742

706

1,248,331

-

73,193

(2,888,356)

(1,566,126)

26,387,237

24,821,111

 

Loss for the year

 

 

 

 

 

(87,141,023)

(87,141,023)

(13,737,240)

(100,878,263)

 

Other comprehensive income

 

 

 

(73,351)

(20,871,345)

 

(20,944,696)

(555,331)

(21,500,027)

 

Total comprehensive income

-

-

-

(73,351)

(20,871,345)

(87,141,023)

(108,085,719)

(14,292,571)

(122,378,290)

 

At 31 March 2018

356,308,697

52,378

125,567,473

6,650,305

(5,456,310)

11,461,826

138,275,672

854,752

139,130,424

 
                     

 

# During the year, in addition to the cash dividend the Company has paid a scrip dividend of 4,799,742 shares (2017: 4,160 shares)

The notes are an integral part of these consolidated financial statements.

 

 

Consolidated statement of cash flows

For the Year ended 31 March 2018

(All amount in £, unless otherwise stated)

Notes

 

 

 

 

Year ended

31 March 2018

"Restated" (Refer Notes 5(a), 9(a))

Year ended

31 March 2017

Cash flows from operating activities

 

 

 

(Loss) / profit before income tax

 

(97,805,532)

18,281,125

Adjustments for:

 

 

 

Loss from discontinued operations, net

7(a)

96,700,467

13,420,892

Unrealised foreign exchange loss

 

(64,747)

54,616

Financial costs

 

12,931,972

14,987,980

Financial income

 

(1,623,500)

(1,138,565)

Share based compensation costs

 

-

87,907

Depreciation and amortisation

 

6,526,177

6,556,582

Impairment provision for loss on investments and assets under construction

7(b)

7,280,793

-

Loss/ (Gain) on sale of shares in AFS investments

 

(159,998)

-

Share of net loss from associates

 

35,296

352

Changes in working capital

 

 

 

Trade and other receivables

 

4,928,335

21,784,640

Inventories

 

1,943,460

(5,311,412)

Other assets

 

(668,761)

(4,734,018)

Trade and other payables

 

26,381,201

(7,835,609)

Other liabilities

 

807,855

(164,463)

Cash generated from continuing operations

 

57,213,018

55,990,027

Taxes paid

 

(823,728)

(3,910,745)

Cash provided by (used for) operating activities of continuing operations

 

56,389,290

52,079,282

Cash provided by (used for) operating activities of discontinued operations

 

24,239,702

4,008,164

Net cash from operating activities

 

80,628,992

56,087,446

Cash flows from investing activities

 

 

 

Purchase of property, plant and equipment (including capital advances)

 

(1,090,689)

(3,094,608)

Interest received

 

1,547,138

974,644

Dividend received

 

-

163,920

Movement in restricted cash

 

(16,103,811)

(4,482,838)

Sale of investments

 

2,676,801

88,415,450

Purchase of investments

 

(14,972,747)

(93,646,865)

Advances in associates

 

(1,985,863)

-

Cash provided by (used for) investing activities of continuing operations

 

(29,929,171)

(11,670,297)

Cash provided by (used for) investing activities of discontinued operations

 

442,963

(3,495,149)

Net cash used in investing activities

 

(29,486,208)

(15,165,446)

Cash flows from financing activities

 

 

 

Proceeds from borrowings (net of costs)

 

4,009,459

5,575,721

Repayment of borrowings

 

(25,070,007)

(27,080,680)

Dividend paid

 

(1,623,539)

(911,293)

Interest paid

 

(12,931,972)

(14,987,980)

Cash provided by (used for) financing activities of continuing operations

 

(35,526,059)

(37,404,232)

Cash provided by (used for) financing activities of discontinued operations

 

(25,127,046)

(140,741)

Net cash from financing activities

 

(60,653,105)

(37,544,973)

Net (decrease)/increase in cash and cash equivalents from continuing operations

 

(9,065,940)

3,004,753

Net (decrease)/increase in cash and cash equivalents from discontinued operations

 

(444,381)

372,274

Net (decrease)/increase in cash and cash equivalents

 

(9,510,321)

3,377,027

Cash and cash equivalents at the beginning of the year

 

13,086,123

7,153,455

Exchange differences on cash and cash equivalents

 

(843,405)

3,303,636

Cash and cash equivalents from the deconsolidation of discontinued operations

 

(546,827)

(747,995)

Cash and cash equivalents at the end of the year

 

2,185,570

13,086,123

The notes are an integral part of these consolidated financial statements.

 

 

OPG Power Ventures Plc

Notes to the consolidated financial statements

(All amounts are in £, unless otherwise stated)

1.     Nature of operations

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

2.     Statement of compliance

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

3.     General information

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

 

The Consolidated Financial statements for the year ended 31 March 2018 were approved and authorised for issue by the Board of Directors on 22 September 2018.

4.     Recent accounting pronouncements

a.     Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the Group

 

At the date of authorisation of these financial statements, certain new standards, and amendments to existing standards have been published by the IASB that are not yet effective, and have not been adopted early by the Group. Information on those expected to be relevant to the Group's financial statements is provided below.

 

Management anticipates that all relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. New standards, interpretations and amendments not either adopted or listed below are not expected to have a material impact on the Group's financial statements.

 

IFRS 9 'Financial Instruments'

The IASB recently released IFRS 9 'Financial Instruments' representing the completion of its project to replace IAS 39 'Financial Instruments: Recognition and Measurement'. The new standard introduces extensive changes to IAS 39's guidance on the classification and measurement of financial assets and introduces a new 'expected credit loss' model for the impairment of financial assets. IFRS 9 also provides new guidance on the application of hedge accounting. At this stage the main areas of expected impact are as follows:

i.    the classification and measurement of the Group's financial assets will need to be reviewed based on the new criteria that considers the assets' contractual cash flows and the business model in which they are managed;

ii.   an expected credit loss-based impairment will need to be recognised on the Group's trade receivables (see note 18) and investments in debt-type assets currently classified as AFS and HTM (see note 16), unless classified as at fair value through profit or loss in accordance with the new criteria; and

iii.  it will no longer be possible to measure equity investments at cost less impairment and all such investments will instead be measured at fair value. Changes in fair value will be presented in profit or loss unless the Group makes an irrevocable designation to present them in other comprehensive income.

 

We have assessed the potential impact of adopting the new expected credit loss model and don't believe this to be material.

 

IFRS 9 is effective for annual reporting periods beginning on or after 1 January 2018.

 

IFRS 15 'Revenue from Contracts with Customers

IFRS 15 presents new requirements for the recognition of revenue, replacing IAS 18 'Revenue', IAS 11 'Construction Contracts', and several revenue-related Interpretations. The new standard establishes a control-based revenue recognition model and provides additional guidance in many areas not covered in detail under existing IFRSs, including how to account for arrangements with multiple performance obligations, variable pricing, customer refund rights, supplier repurchase options, and other common complexities.

 

IFRS 15 is effective for annual reporting periods beginning on or after 1 January 2018. Management does not expect any significant impact of IFRS 15.

 

IFRS 16 'Leases'

On 13 January 2016, the IASB issued the final version of IFRS 16 'Leases'. IFRS 16 will replace the existing leases standard, IAS 17 'Leases', and related interpretations. The standard sets out the principles for recognition, measurement, presentation and disclosure of leases for both parties to a contract. IFRS 16 introduces a single lessee accounting model and requires a lessee to recognise assets and liabilities for all leases with a term of more than 12 months, unless the underlying asset is of low value. Currently, operating lease expenses are charged to the statement of comprehensive income. The standard also contains enhanced disclosure requirements for lessees. IFRS 16 substantially carries forward the lessor accounting requirements in IAS 17.

 

The effective date for adoption of IFRS 16 is annual periods beginning on or after 1 January 2019, though early adoption is permitted for companies applying IFRS 15 'Revenue from Contracts with Customers'. Management does not expect any significant impact of IFRS 16.

 

5.     Summary of significant accounting policies

a. Basis of preparation

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

 

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

 

Results of operations of Bhadreshwar Vidyut Private Limited (herein referred to as BVP and formerly known as OPGS Power Gujarat Private Limited) were reclassified to discontinued operations (Note 7(a)).

 

Depreciation was reclassified from Cost of Revenue and General and Administrative expenses to a separate line in the Consolidated Statement of Comprehensive Income.

 

As at 31 March 2018 the group had £2.2m in cash and net current assets of £1.3m.  The directors and management have prepared a cash flow forecast to September 2019, 12 months from the date this report has been approved.

 

The Group experiences sensitivity in its cash flow forecasts due to the exposure to settle a guarantee provided to the lenders of BVP and the potential increase in USD denominated coal prices and a decrease in the value of the Indian Rupee.

 

During these periods the Group is exposed to the risk that a guarantee provided to the lenders of BVP of £7.2m is called upon. Based on recent loan repayments made by BVP the exposure risk has reduced to £5.8m. As BVP has been awarded captive status for the years FY16, FY17 and FY18 the DISCOMS will be refunding the Cross Subsidy  Charges  to the Captive customers of BVP and in return these customers will be settling their debts with BVP and hence it is unlikely that the guarantee will be called upon. 

 

If against our expectation the guarantee is called upon then the Directors and management  are confident that the Group can raise additional funds. The directors and management are confident that the group will be trading in line with its forecast and that any exposure to a fluctuation in coal prices or the exchange rate INR/USD has been taken into consideration and therefore prepared the financial statements on a going concern basis.

 

b) Basis of consolidation

The consolidated financial statements include the assets, liabilities, and results of the operation of the Company and all of its subsidiaries as of 31 March 2018. All subsidiaries have a reporting date of 31 March.

A subsidiary is defined as an entity controlled by the Company. The parent controls a subsidiary if it is exposed, or has rights, to variable returns from its involvement with the subsidiary and has the ability to affect those returns through its power over the subsidiary. Subsidiaries are fully consolidated from the date of acquisition, being the date on which effective control is acquired by the Group, and continue to be consolidated until the date that such control ceases.

 

All transactions and balances between Group companies are eliminated on consolidation, including unrealised gains and losses on transactions between Group companies. Where unrealised losses on intra-group asset sales are reversed on consolidation, the underlying asset is also tested for impairment from a group perspective. Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

 

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

 

c)   Investments in associates and joint ventures

Investments in associates and joint ventures are accounted for using the equity method. The carrying amount of the investment in associates and joint ventures is increased or decreased to recognise the Group's share of the profit or loss and other comprehensive income of the associate and joint venture, adjusted where necessary to ensure consistency with the accounting policies of the Group.

 

Unrealised gains and losses on transactions between the Group and its associates and joint ventures are eliminated to the extent of the Group's interest in those entities. Where unrealised losses are eliminated, the underlying asset is also tested for impairment.

 

d)  List of subsidiaries, joint ventures, and associates

Details of the Group's subsidiaries and joint ventures, which are consolidated into the Group's consolidated financial statements, are as follows:

i)

Subsidiaries

 

  

Subsidiaries

Immediate parent

Country of incorporation

% Voting Right

% Economic interest

March 2018

March 2017

March 2018

March 2017

Caromia Holdings Limited ('CHL')

OPGPV

Cyprus

100

100

100

100

Gita Power and Infrastructure Private Limited, ('GPIPL')

CHL

India

100

100

100

100

OPG Power Generation Private Limited ('OPGPG')

GPIPL

India

72.72

77.07

99.91

99.90

Bhadreshwar Vidyut Private Limited ('BVP') (*)

GPIPL

India

(*)

51.00

(*)

51

Samriddhi Solar Power Private Limited

OPGPG

India

72.72

77.07

99.90

99.90

Samriddhi Surya Vidyut Private Limited

OPGPG

India

72.72

77.07

99.90

99.90

OPG Surya Vidyut Private Limited

OPGPG

India

72.72

77.07

99.90

99.90

Powergen Resources Pte Ltd

OPGPV

Singapore

98.64

98.85

100.00

99.90

                     

(*) During the current financial year end, GPIL sold 5% of its shareholding in BVP (formerly known as OPGS Power Gujarat Private Limited), and thereby reducing its stake to 46% as a result of which the group lost control over BVP. In addition, the group also does not have any significant influence in BVP (Note 7(a) Loss from discontinued operations and impairment provision), therefore, the investment in BVP was classified as available for sale and BVP financial statements were consequently deconsolidated as on 31st March 2018. During the previous financial year, BVP had amendments to the share capital rights with retrospective effect from 1 April 2015. By means of the amendment, the voting rights and economic rights of all shareholders, irrespective of the class of shares held, were aligned. The aforesaid transaction was accounted as an equity transaction, and accordingly no gain or loss was recognised in consolidated income statement.

 

ii)

Joint ventures (Note 7 (b)) 

 

Joint venture

Venturer

Country of incorporation

% Voting right

% Economic interest

March 2018

March 2017

March 2018

March 2017

Padma Shipping Limited ("PSL")

OPGPV / OPGPG

Hong Kong

50

50

50

50

iii)

Associates

 

 

The Group has invested in the following entities which are in the business of solar projects in India.

 

 

Associates

Investor

Country of incorporation

% Voting right

% Economic interest

 

March 2018

March 2017

March 2018

March 2017

 

Avanti Solar Energy Private Limited

OPGPG

India

31

31

31

31

 

Mayfair Renewable Energy Private Limited

OPGPG

India

31

31

31

31

 

Avanti Renewable Energy Private Limited

OPGPG

India

31

31

31

31

 

Brics Renewable Energy Private Limited

OPGPG

India

31

31

31

31

 

                                 

 

e)  Foreign currency translation

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

At the reporting date the assets and liabilities of the Group are translated into the presentation currency at the rate of exchange prevailing at the reporting date and the income and expense for each statement of profit or loss are translated at the average exchange rate (unless this average rate is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expense are translated at the rate on the date of the transactions). Exchange differences are charged/ credited to other comprehensive income and recognized in the currency translation reserve in equity.

Transactions in foreign currencies are translated at the foreign exchange rate prevailing at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the Statement of financial position date are translated into functional currency at the foreign exchange rate ruling at that date. Aggregate gains and losses resulting from foreign currencies are included in finance income or costs within the profit or loss.

INR exchange rates used to translate the INR financial information into the presentation currency of Great Britain Pound (£) are the closing rate as at 31 March 2018: 90.81 (2018: 80.82) and the average rate for the year ended 31 March 2018: 85.40 (2017: 87.52)

 

f)  Revenue recognition

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

 

Sale of electricity

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

Interest and dividend

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

 

g)  Operating expenses

Operating expenses are recognised in the statement of profit or loss upon utilisation of the service or as incurred.

h)  Taxes

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

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

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

 

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

 

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

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

i)   Financial assets

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

 

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

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

i.  loans and receivables

ii.           available-for-sale financial assets.

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

Loans and receivables:

Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. They are included in current assets except for assets having maturities greater than 12 months after the reporting date. These are classified as non-current assets. After initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments. Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which are determined by reference to the industry and region of a counterparty and other shared credit risk characteristics. The impairment loss estimate is then based on recent historical counterparty default rates for each identified group.

 

Available-for-sale financial assets:

Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in any of the other categories of financial assets. The Group's available-for-sale financial assets include Mutual funds and equity instruments. They are included in non-current assets unless management intends to dispose of the investment within 12 months of the reporting date. Available-for-sale financial assets are measured at fair value. Gains and losses are recognised in other comprehensive income and reported within the other reserves in equity, except for impairment losses and foreign exchange differences on monetary assets, which are recognised in profit or loss. When the asset is disposed of or is determined to be impaired the cumulative gain or loss recognised in other comprehensive income is reclassified from the equity reserve to profit or loss and presented as a reclassification adjustment within other comprehensive income. The fair value of the mutual fund units is based on the net asset value publicly made available by the respective mutual fund manager.

 

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

j)   Financial liabilities

The Group's financial liabilities include borrowings and trade and other payables. Financial liabilities are measured subsequently at amortised cost using the effective interest method. All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within 'finance costs' or 'finance income'.

k)  Fair value of financial instruments

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

l)   Property, plant and equipment

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

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

 

 

Nature of asset

 

Useful life (years)

Buildings

40

Power stations

40

Other plant and equipment

3-10

Vehicles

5-11

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

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

 

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

 

m)    Intangible assets

Acquired software

Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and install the specific software.

 

Subsequent measurement

All intangible assets, including software are accounted for using the cost model whereby capitalised costs are amortised on a straight-line basis over their estimated useful lives, as these assets are considered finite. Residual values and useful lives are reviewed at each reporting date. The useful life of software is estimated as 4 years.

 

n)  Leases

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

 

Group as a lessee

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

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

o)  Borrowing costs

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

 

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

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

 

p)  Impairment of non-financial assets

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

 

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

 

q)  Assets Held for Sale and Discontinued Operations

Non-current assets and any corresponding liabilities held for sale and any directly attributable liabilities are recognized separately from other assets and liabilities in the balance sheet in the line items "Assets held for sale" and "Liabilities associated with assets held for sale" if they can be disposed of in their current condition and if there is sufficient probability of their disposal actually taking place. Discontinued operations are components of an entity that are either held for sale or have already been sold and can be clearly distinguished from other corporate operations, both operationally and for financial reporting purposes. Additionally, the component classified as a discontinued operation must represent a major business line or a specific geographic business segment of the Group. Non-current assets that are held for sale either individually or collectively as part of a disposal group, or that belong to a discontinued operation, are no longer depreciated. They are instead accounted for at the lower of the carrying amount and the fair value less any remaining costs to sell. If this value is less than the carrying amount, an impairment loss is recognized. The income and losses resulting from the measurement of components held for sale as well as the gains and losses arising from the disposal of discontinued operations, are reported separately on the face of the income statement under income/loss from discontinued operations, net, as is the income from the ordinary operating activities of these divisions. Prior-year income statement figures are adjusted accordingly. However, there is no reclassification of prior-year balance sheet line items attributable to discontinued operations.

 

r)   Cash and cash equivalents

Cash and cash equivalents in the Statement of financial position includes cash in hand and at bank and short-term deposits with original maturity period of 3 months or less.

For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash in hand and at bank and short-term deposits. Restricted cash represents deposits which are subject to a fixed charge and held as security for specific borrowings and are not included in cash and cash equivalents.

s)   Inventories

Inventories are stated at the lower of cost and net realisable value. Costs incurred in bringing each product to its present location and condition is accounted based on weighted average price. Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses.

 

t)  Earnings per share

The earnings considered in ascertaining the Group's earnings per share (EPS) comprise the net profit for the year attributable to ordinary equity holders of the parent. The number of shares used for computing the basic EPS is the weighted average number of shares outstanding during the year. For the purpose of calculating diluted earnings per share the net profit or loss for the period attributable to equity share holders and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential equity share.

 

u)  Other provisions and contingent liabilities

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

 

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

 

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

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

v)  Share based payments

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

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

 

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

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

 

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

w) Employee benefits

Gratuity

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

 

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

 

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

x)  Business combinations

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

 

6.     Significant accounting judgements, estimates and assumptions

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

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

 

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

 

a.    Judgements

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

Assessing control of subsidiaries, associates, joint ventures

During the year the Group has sold a 5% per cent equity stake in its special purpose vehicle BVP to Bee Electric, an Indian company. This transaction reduced the Group's equity interest in BVP to 46%. A voting agreement was signed with Bee Electric whereby OPG shall exercise all its rights of voting at the general meetings of BVP in accordance with the directions of Bee Electric. Sale of the 5% stake and execution of voting agreement resulted in the Company losing control and significant influence over BVP and in accordance with International Financial Reporting Standards BVP was deconsolidated as of 31 March 2018 and the Group's remaining 46% in BVP was accounted for as an investment at fair value as at 31 March 2018.

 

Recognition of revenue and receivables

The operating entities of the group has entered into power purchase agreements with transmission companies incorporated by the Indian state government (TANGEDCO) to sell the electricity generated. The Group has exposure to credit risk from accounts receivable balances on sale of electricity. For other customers, the Group ensures concentration of credit does not significantly impair the financial assets since the customers to whom the exposure of credit is taken are well established and reputed industries engaged in their respective field of business. Consequent to delay in payments by TANGEDCO the group has in accordance with power purchase agreements invoiced for surcharge on delayed payments.

 

b)        Estimates and uncertainties:

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

 

i. Recoverability of deferred tax assets: The recognition of deferred tax assets requires assessment of future taxable profit. (see note 5(h)).

 

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

Trade Receivables

The group ascertains the expected credit losses (ECL) for all receivables and adequate impairment provision are made.

Available for sale financial assets:

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

 

Other financial liabilities:

Borrowings held by the Group are measured at amortised cost. Further, liabilities associated with financial guarantee contracts in the Company financial statements are initially measured at fair value and re-measured at each Statement of financial position date. (see note 5(j) and note 29).

iii.                Impairment tests: In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units based on expected future cash flows and use an interest rate for discounting them. Estimation uncertainty relates to assumptions about future operating results including fuel prices, foreign currency exchange rates etc. and the determination of a suitable discount rate;

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

 

7.       Loss from discontinued operations and impairment provisions

(a)   Loss from discontinued operations of BVP

 

During the year the Group has sold a 5% per cent equity stake in its special purpose vehicle BVP to a local firm, Bee Electric Power Private Limited ("Bee Electric"), that has already assisted BVP in resolving several issues raised by the DISCOMS and will continue to assist BVP in its dealings with DISCOMS, captive consumers and regulators. The 5% equity interest in BVP will provide long-term incentives for Bee Electric and will better align its interests with those of BVP. The Group retains the ability to buyback the 5% shareholding at fair value in the future. This transaction reduced the Group's equity interest in BVP to 46%. The Group does not expect any cash flow or dividends from BVP. Sales proceeds from selling a 5% equity interest in BVP is approximately GBP 4,535 which represents tax book value. Also a voting agreement was signed with Bee Electric whereby OPG shall exercise all its rights of voting at the general meetings of BVP in accordance with the directions of Bee Electric.

 

Sale of the 5% stake and execution of voting agreement resulted in the Company losing control and significant influence over BVP and in accordance with International Financial Reporting Standards BVP was deconsolidated as of 31 March 2018 and the Group's remaining 46% in BVP was accounted for as an investment at fair value as at 31 March 2018. Fair Valuation of retained investments in BVP is on basis of recent transaction. Starting from 2018-19, the results of operations of BVP will not be consolidated in OPG Group's consolidated financial statements. The Board has decided to conduct a review of strategic options at Gujarat. The Board's strategic review will occur alongside but separately to the development of a lender-assisted Resolution Plan ("RP") as per the Reserve Bank of India ("RBI") circular dated 12 February 2018 setting out a revised framework to reschedule the terms of BVP's term loans. These were described in the Company's statement of 13th March 2018. The circumstances leading to the requirement to develop an RP were due to the accumulated impact of delayed recognition of captive power status and the withholding of the CSS. The RP plan was developed and presented to the banks but it has not been approved and implemented at the date of signing of these financial statements.

 

The Loss from discontinued operations of BVP consists of:

 

i      Operating Loss of BVP for current year

 

27,990,427

ii    Loss on deconsolidation of BVP

 

22,330,728

iii   Impairment provision for investments in debentures of BVP

 

11,060,890

iv    Impairment provision for trade receivables and trade advances to BVP

 

21,969,479

v     Impairment provision for financial securities pledged with lenders of BVP

 

 

13,348,943

Total loss from discontinued operations of BVP

 

96,700,467

Loss on deconsolidation of BVP:

 

£

Consideration received

 

4,535

Fair value of retained non-controlling investment in BVP

 

40,453

Total

(A)

44,988

 

Total assets

 

 

256,056,615

Total liabilities

 

260,034,046

Net liabilities at date of loss of control

(B)

(3,977,431)

Non-controlling interest on date of loss of control

(C)

26,353,147

Net loss on disposal effecting the Group

(A-B-C)

(22,330,728)

 

 

INCOME STATEMENT OF BVP

Year ended

March 31, 2018

Year ended

March 31, 2017

Revenue

91,536,946

68,833,732

Cost of revenue

(69,294,346)

(47,361,949)

Gross profit

22,242,600

21,471,783

Other income

393,243

749,122

Distribution cost

(14,805,606)

(4,604,207)

General and administrative expenses

(1,848,316)

(3,064,388)

Depreciation

(6,143,974)

(5,379,781)

Operating profit

(162,053)

9,172,529

Finance costs

(28,343,101)

(23,829,929)

Finance income

514,727

439,137

Loss before tax

(27,990,427)

(14,218,263)

Tax income / (expense)

 

797,371

Loss after tax

(27,990,427)

(13,420,892)

             

 

(b) Impairment provision for loss on investments and assets under construction £7,280,793:

 

(i)           

Impairment provision of investments in joint venture Padma Shipping Limited £3,247,668

 

In 2014 the Company entered into a Joint Venture agreement with Noble Chartering Ltd ("Noble"), to secure competitive long term rates for international freight for its imported coal requirements. Under the Arrangement, the company and Noble agreed to jointly purchase and operate two 64,000 MT cargo vessels through a Joint venture company Padma Shipping Ltd, Hong Kong ('Padma').

 

During the year, the Joint Venture partner due to a change in their group strategy requested for the Joint Venture to be terminated. As the vessels were still under construction and yet to be delivered during 2018, we agreed and the process for the same will be initiated in FY19.

 

OPG has invested approximately £3,484,178 in equity and £1,727,418 to date as advance and accordingly the joint venture has been reported using equity method as per the requirements of IFRS 11. The Company provided corporate guarantee for 50% of equity portion of the cost of construction of the vessels remaining balance in amount of £2,006,035 (equivalent of $2,800,000) which was recognised in these financial statements as part of GBP 3,247,668 million provision as the shipping yard requested payment subsequent to the year end. The Company recognised an impairment provision in these financial statements of £3,247,668 against its investment to date on account of the impending dissolution of the JV.

 

(ii) Impairment of Assets under construction £4,033,125

 

During the year the Company impaired an amount of £4,033,125 relating to obsolete assets under construction, as a one off transaction. The plant and machinery under construction of proposed 12 MW power project to be set up on a 120 acre brownfield site in the industrial heartland of Karnataka state at Bellary, has been impaired as the group does not expect any economic benefits out of same. The plant and machinery were purchased along with the land and is of no use hence needs to be scrapped.

 

8 Segment Reporting

The Group has adopted the "management approach" in identifying the operating segments as outlined in IFRS 8 - Operating segments. Segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker evaluates the Group's performance and allocates resources based on an analysis of various performance indicators at operating segment level. Accordingly, there is only a single operating segment "generation and sale of electricity". The accounting policies used by the Group for segment reporting are the same as those used for consolidated financial statements. There are no geographical segments as all revenues arise from India.

 

Revenue on account of sale of power to one party amounts to £18,894,360 (2017: £18,489,011)

 

9 Costs of inventories and employee benefit expenses included in the consolidated statements of comprehensive income

 

a.     Cost of fuel                                                                                                                                                                                Restated1

 

31 March 2018

31 March 2017

Included in cost of revenue:

Cost of fuel consumed

 

95,465,961

 

64,455,177

Other direct costs

4,729,316

3,283,414

Total

100,195,277

67,738,591

1 Till previous year 2017 depreciation of £6,556,582 was included in cost of revenue £6,063,132 and General and Administrative expenses £493,450. From current year total depreciation £6,526,177 is reclassified to a separate line in the Consolidated Statement of Comprehensive Income.

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

 

31 March 2018

31 March 2017

Salaries and wages

3,221,663

2,792,417

Employee benefit costs *

702,020

373,725

Employee stock option

-

 87,907

Total

3,923,683

3,254,049

* includes £23,994 (2017: 34,590) being expenses towards gratuity which is a defined benefit plan (Note 5(w))

c) Auditor's remuneration for audit services amounting to £90,000 (2017: £90,000) is included in general and administrative expenses.

d) Foreign exchange movements (realised and unrealised) included in the general and administrative expenses is as follows:

 

31 March 2018

31 March 2017

Foreign exchange realized- gain/(loss)

624,196

(115,033)

Foreign exchange unrealized- gain/(loss)

64,747

(54,616)

Total

688,943

(169,649)

10        Other income and expenses

 

 

Other income

 

 

 

31 March 2018

31 March 2017

Sale of coal

162,394

65,968

Sale of fly ash

53,198

18,160

Power trading commission and other services

558,657

-

Sale of Solar power plant system to associates (Net of cost) (Note 25)

44,505

-

Others

1,160,270

64,301

Total

1,979,024

148,429

       

 

11        Finance costs

 

 

Finance costs are comprised of:

 

 

 

31 March 2018

31 March 2017

Interest expenses on borrowings

12,237,962

12,482,371

       

 

 

Other finance costs

694,010

2,505,609

Total

12,931,972

14,987,980

 

12

 

Finance income

 

 

 

Finance income is comprised of:

 

 

 

 

31 March 2018

31 March 2017

 

Interest income on bank deposits

1,519,407

689,782

 

Profit on disposal of financial instruments*

104,093

448,783

 

Total

1,623,500

1,138,565

 

*Financial instruments represent the mutual funds held during the year.

 

 

 

13        Tax expenses

Tax Reconciliation

Reconciliation between tax expense and the product of accounting profit multiplied by India's domestic tax rate for the years ended 31 March 2018 and 2017 is as follows:

 

31 March 2018

31 March 2017

Accounting (loss)/profit before taxes

(1,105,065)

31,702,017

Enacted tax rates

34.61%

34.61%

Tax (benefit)/expense on (loss) / profit at enacted tax rate

(382,441)

10,971,434

Exempt Income due to tax holiday

(4,921,430)

(2,843,959)

Foreign tax rate differential

(616,602)

-

Deferred tax assets on losses not recognised

7,709,658

-

Non-taxable items

(1,447,546)

-

MAT credit entitlement

2,731,117

(12,919,177)

Others

(25)

(3,077)

Actual tax for the period

3,072,731

(4,794,779)

 

 

 

 

31 March 2018

31 March 2017

Current tax

341,614

(3,321,205)

Deferred tax

2,731,117

(5,576,609)

Less: Reclassified to Loss from Discontinuing operations

-

4,103,035

Tax reported in the statement of comprehensive income

3,072,731

(4,794,779)

       

 

The Company is subject to Isle of Man corporate tax at the standard rate of zero percent. As such, the Company's tax liability is zero. Additionally, Isle of Man does not levy tax on capital gains. However, considering that the group's operations are entirely based in India, the effective tax rate of the Group has been computed based on the current tax rates prevailing in India. Further, a substantial portion of the profits of the Group's India operations are exempt from Indian income taxes being profits attributable to generation of power in India. Under the tax holiday the taxpayer can utilize an exemption from income taxes for a period of any ten consecutive years out of a total of fifteen consecutive years from the date of commencement of the operations. However, the entities in India are still liable for Minimum Alternate Tax which is calculated on the book profits of the respective entities currently at a rate of 21.34% (31 March 2017: 21.34%).

 

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

Deferred income tax for the group at 31 March 2018 and 2017 relates to the following:

 

 

 

31 March 2018

31 March 2017

Deferred income tax assets

 

 

 

MAT credit entitlement

 

11,396,590

15,691,186

 

 

11,396,590

15,691,186

Deferred income tax liabilities

 

 

 

Property, plant and equipment

 

12,853,798

16,684,770

Mark to market on available-for-sale financial assets

 

-

14,267

 

 

12,853,798

16,699,037

Deferred income tax liabilities, net

 

1,457,209

1,007,851

Movement in temporary differences during the year

 

Particulars

As at  01 April 2017

Recognised in income statement

Recognised in other comprehensive income

Translation adjustment

Impact of Deconsolidation

As at 31 March 2018

Property, plant and equipment

(16,684,770)

(1,844)

-

3,832,816

-

(12,853,798)

MAT credit entitlement

15,691,186

(2,731,117)

-

(1,563,479)

-

11,396,590

Mark to market gain / (loss) on available for sale financial assets

(14,267)

 

14,267

 

-

-

Deferred income tax asset / (liabilities), net

(1,007,851)

(2,732,961)

14,267

2,269,337

-

(1,457,209)

 

Particulars

As at  01 April 2016

Recognised in income statement

Recognised in other comprehensive income

 

Translation adjustment

Impact of Deconsolidation

As at 31 March 2017

Property, plant and equipment

(9,287,307)

(5,576,609)

-

(1,820,854)

 

(16,684,770)

Lease transactions

-

 

-

 

 

-

MAT credit entitlement

-

14,489,964

 

1,201,222

 

15,691,186

Mark to market gain / (loss) on available for sale financial assets

(23,122)

-

8,855

-

 

(14,267)

Deferred income tax asset / (liabilities), net

(9,310,429)

8,913,355

8,855

(619,632)

-

(1,007,851)

 

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

 

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

 

As at 31 March 2018 and 2017, there was no recognised deferred tax liability for taxes that would be payable on the unremitted earnings of certain of the Group's subsidiaries, as the Group has determined that undistributed profits of its subsidiaries will not be distributed in the foreseeable future.

 

14

 

Intangible assets

 

 

Acquired software licences

 

Cost

 

 

 

At 1 April 2016

 

772,127

 

Additions

 

27,298

 

Exchange adjustments

 

138,577

 

At 31 March 2017

 

938,002

 

Additions

 

26,304

 

Exchange adjustments

 

(103,189)

 

Adjustments on account of deconsolidation of a subsidiary

 

(13,468)

 

At 31 March 2018

 

847,648

 

Accumulated depreciation and impairment

 

 

 

At 1 April 2016

 

407,623

 

Charge for the year

 

215,462

 

Exchange adjustments

 

91,693

 

At 31 March 2017

 

714,778

 

Charge for the year

 

162,653

 

Exchange adjustments

 

(88,322)

 

Adjustments on account of deconsolidation of a subsidiary

 

(5,631)

 

At 31 March 2018

 

783,478

 

Net book value

 

 

 

At 31 March 2018

 

64,170

 

At 31 March 2017

 

223,224

 

15.    Property, plant and equipment

 

The property, plant and equipment comprises of:

 

 

 

 

 

 

 

 

Land

& Buildings

Power stations

Other plant & equipment

Vehicles

Asset under constructions

Total

Cost

 

 

 

 

 

 

 

At 1 April 2016

 

12,784,814

407,807,852

765,659

745,383

7,476,585

429,580,293

Additions

 

153,123

2,143,268

64,318

1,818,377

71,418

4,250,504

Deletions

 

-

-

-

(29,531)

-

(29,531)

Transfers on capitalisation

 

 

 

 

 

-

Exchange adjustments

2,677,442

72,256,562

140,920

279,887

932,873

76,287,684

At 31 March 2017

 

15,615,379

482,207,682

970,897

2,814,116

8,480,876

510,088,950

Additions 

(495,514)

9,725,079

53,476

3,813

-

9,286,854

Deletions 

-

-

 

(4,610)

-

(4,610)

Transfers on capitalisation

58,937

-

-

-

(2,998,381)

(2,939,444)

Exchange adjustments

(1,692,549)

(53,062,680)

(106,946)

(303,001)

(951,735)

(56,116,911)

Adjustments on account of deconsolidation of a subsidiary

(8,742,160)

(217,803,207)

(302,502)

(115,679.00)

-

(226,963,548)

At 31 March 2018

4,744,093

221,066,874

614,925

2,394,639

4,530,760

233,351,291

 

Accumulated depreciation and impairment

At 1 April 2016

 

108,913

13,446,429

665,185

453,600

-

14,674,127

 

Charge for the year 

14,142

11,296,791

131,980

277,988

-

11,720,901

 

Exchange adjustments

20,342

3,629,865

35,232

103,757

-

3,789,196

At 31 March 2017

 

143,397

28,373,085

832,397

835,345

-

30,184,224

 

Charge for the year *

21,566

11,953,076

69,209

463,647

-

12,507,498

Exchange adjustments

(17,066)

(3,802,766)

(95,031)

(119,348)

-

(4,034,211)

Adjustments on account of deconsolidation of a subsidiary

(115,723)

(12,067,207)

(280,475)

(113,950)

 

(12,577,355)

At 31 March 2018 

32,174

24,456,188

526,100

1,065,694

 

26,080,156

 

                 

 

Net book value

 

At 31 March 2018

4,711,919

196,610,686

88,825

1,328,945

  4,530,760

207,271,135

At 31 March 2017

15,471,982

453,834,597

138,500

1,978,771

8,480,876

479,904,726

 

 

* Depreciation charge for the year above includes £6,143,974 pertaining to deconsolidated subsidiary BVP (Note 7 (a))

 

 

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

 

 

 

 

 

 

31 March 2018

31 March 2017

 

 

 

Freehold land

4,292,608

15,341,763

 

 

 

Buildings

419,311

130,219

 

 

 

 

4,711,919

15,471,982

 

 

 

Property, plant and equipment with a carrying amount of £198,699,226 (2017: £477,787,455) is subject to security restrictions (refer note 23).

 

 

 

16. Investments accounted for using the equity method

 

 

 

 

 

The carrying amount of investments accounted for using the equity method is as follows:

 

 

 

 

 

 

31 March 2018

31 March 2017

 

 

 

Investments in joint venture

3,484,178

1,339,635

 

 

 

Investments in associates

11,037,659

3,112

 

 

 

Share of loss from equity accounted investments

(35,296)

(352)

 

 

 

Impairment provision for investments in joint venture (Note 7(b))

(3,247,668)

-

 

 

 

Elimination of intra-group margin

(19,495)

-

 

 

 

Investments accounted for using the equity method

11,219,378

1,342,395

 

 

 

The Group's share of profit / (loss) from equity accounted investments is as follows:

 

 

 

 

 

 

31 March 2018

31 March 2017

 

 

 

Investment in joint venture

(34,638)

-

 

 

 

Investments in associates

(658)

(352)

 

 

 

 

(35,296)

(352)

 

                       

 

a)     Investment in joint venture (Note 5(d) and Note 7(b))

The investment in Padma Shipping Limited ("PSL") is accounted for using the equity method in accordance with IAS 28. Summarised financial information for Padma Shipping Limited ("PSL") is set out below:

 

 

31 March 2018

31 March 2017

Non-current assets

11,344,541

5,802,605

Current assets (a)

55,502

317,646

Total assets

11,400,043

6,120,251

Current liabilities (b)

4,500,962

3,440,982

Total liabilities

4,500,962

3,440,982

 

 

 

Net assets

6,899,081

2,679,269

a) Includes cash and cash equivalents

60,301

10,540

b) Includes financial liabilities (excluding trade and other payables and provisions)

4,495,297

3,440,982

 

 

A reconciliation of the above summarised financial information to the carrying amount of the investment in PSL is set out below:

 

31 March 2018

31 March 2017

Total net assets of PSL

6,899,081

2,679,269

Proportion of ownership interests held by the Group

50%

50%

Carrying amount of the investment in PSL

3,449,540

1,339,635

 

 

b) Investment in associates (Note 5(d))

 

 

Summarised aggregated financial information of the Group's share in the associates:

 

 

31 March 2018

31 March 2017

Loss from continuing operations

(658)

(352)

Other comprehensive income

-

-

Total comprehensive income

(658)

(352)

Aggregate carrying amount of the Group's interests in these associates

11,017,506

2,760

 

 

 

17. Other assets

 

 

 

 

31 March 2018

31 March 2017

 

A. Short-term

 

 

 

Capital advances

278,857

1,724,432

 

Available for sale financial assets

65,706

2,757,272

 

Bank deposits

-

2,903,273

 

Advances and other receivables

9,070,408

5,301,041

 

Total

9,414,971

12,686,018

B. Long-term

 

Advances to related parties (Refer note 25 and note 7(b))

1,727,418

1,575,484

Investment in Debentures

785,222

-

Lease deposits

477,959

-

Bank deposits

-

681,746

Other advances

9,734

408,662

 

Total

3,000,333

2,665,892

Available-for-sale financial assets are comprised of:

Fair value of retained investment in former subsidiary BVP (Note 7 (a)). Fair Valuation of retained investments in BVP is on basis of the recent transaction.

Quoted short-term mutual fund units

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

Advances and other receivables (current)

Advances to suppliers include trade advance paid to BVP, amounts paid as advance to vendors for supply of fuel. Impairment provision is made for trade advances to BVP aggregating to £20,660,649 translated at closing FX exchange rate. Capital advances comprise of payments made to contractors for construction of assets and advances paid for purchase of capital equipment. The management expects to realise these in the next one year.

18   Trade and other receivables

 

 

Current

31 March 2018

31 March 2017

 

 

 

Trade receivables

33,644,282

80,546,225

Unbilled revenues

-

3,716,051

Other receivables

51,263

9,710

 

33,695,545

84,271,986

Trade receivables are generally due within 30 days terms and are therefore short term and the carrying values are considered a reasonable approximation of fair value. An amount of £24,594,934 (2017: £38,571,535) has been pledged as security for borrowings. As at 31 March 2018, trade receivables of £271,116 (2017: £1,177,967) were collectively impaired and provided for. Trade receivables that are neither past due nor impaired represents billings for the month of March. The group has been supplying power to Tamilnadu Generation and Distribution Corporation Limited (TANGEDCO) as per terms of relevant power purchase agreements. The Group are due a sum of £12,926,948 from TANGEDCO for the surcharge on delayed payments made by TANGEDCO towards power supplies. A receivable has not been recognized at this point due to the uncertainty of its collectability.

 

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

 

Year

Total

Neither past due nor impaired

Past due but not impaired

 

Within 90 days

 

90 to 180 days

Over 180 days

2018

33,644,282

 

 

25,619,510

 

5,048,431

696,534

7,279,807

2017

80,546,225

19,867,879

 

11,203,698

7,499,958

41,974,690

The movement in the provision for trade receivables is as follows:

Year

 

  

Opening balance

Provision for the year

Adjustment on account of deconsolidation

Closing balance

2018

 

1,177,967

271,116

(1,177,967)

271,116

2017

 

-

1,177,967

-

1,177,967

 

The creation of provision for impaired receivables of £271,116 has been included in general and administrative expenses in the consolidated statement of comprehensive income. Amounts charged to the allowance account are generally written off, when there is no expectation of recovering additional cash. The maximum exposure to credit risk at the reporting date is the carrying value of each class of receivable mentioned above.

 

Recognition of revenue and collectability of receivables:

The captive consumers of BVP (a subsidiary untill 31 March 2018) have withheld from the sales invoices an amount of approximately £40,577,928 towards Cross Subsidy Surcharge (CSS) levied by GUVNL through their DISCOMs for the financial years 2015-2016, 2016-2017 and 2017-2018 challenging the grounds of fulfilment of required shareholding criteria by BVP to qualify as a captive power generating unit as per Rule 3 of the Electricity Rules, 2005. In December 2017 BVP received confirmation from the relevant Gujarat authorities as to the plant's Group Captive status for 2017-18 and in February 2018 the Gujarat DISCOMs stopped withholding CSS from BVP's sales invoices to its customers. In June 2018 BVP received confirmation from the relevant Gujarat authorities as to the plant's Group Captive status for 2016-17 and for 2015-16 in July 2018. DISCOMs have stopped levying cross-subsidies and have now released approximately £13,977,563 of 2017-18 CSS receivables to the captive consumers and approximately £9,009,207 of dues were already recovered from the captive consumers by BVP.

 

The Group has considered the criteria for recognition of revenue as set out in IAS 18 and the relevant regulatory requirements and is of the opinion that recognition of revenue is appropriate.

19   Inventories

 

 

 

 

31 March 2018

31 March 2017

Coal and fuel

 

 

8,382,022

14,947,860

Stores and spares

 

 

1,334,258

1,905,901

Total

  

9,716,280

16,853,761

 

The entire amount of above inventories has been pledged as security for borrowings (refer note 23)

 

20  Cash and cash equivalents and Restricted cash

 

a)     Cash and short term deposits comprise of the following:

 

 

 

 

 

 

 

31 March 2018

31 March 2017

 Cash at banks and on hand

 

 

2,185,570

13,049,622

 Short-term deposits

 

 

 

-

36,501

Total

 

 

 

2,185,570

13,086,123

 

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

 

b)   Restricted cash

Restricted cash represents deposits maturing between three to twelve months amounting to £20,318,985 (2017: £14,009,027) and maturing after twelve months amounting to £4,966,140 (2017: £3,825,733) which have been pledged by the group in order to secure borrowing limits with banks. The group has made impairment provision for £12,553,684 translated at closing FX exchange rate for bank deposits pledged in favour of lenders of BVP (Note 7(a) and Note 24).

 

21   Issued share capital

Share Capital

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

The Company has issued 4,799,742 shares during the year with respect to scrip dividend at par value of £ 0.000147 (2017: £0.000147) per share amounting to £706. The difference between fair value of shares issued above par value of £1,248,331 with respect to scrip dividend was credited to share premium.

 

As at 31 March 2018, the Company has an authorized and issued share capital of 356,308,697 equity shares (2017: 351,508,955) at par value of £ 0.000147 (2017: £ 0.000147) per share amounting to £ 52,378 (2017: £51,672) in total.

Reserves

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

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

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

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

 

22        Share based payments

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

The vesting conditions are as follows:

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

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

The related expense has been amortised over the remaining estimated vesting period and an expense amounting to £ Nil (2017: £87,907) was recognised in the profit or loss with a corresponding credit to other reserves.

Movement in the number of share options outstanding are as follows:

 

 

31 March 2018

31 March 2017

At 1 April

23,274,234

23,524,234

Forfeited

(1,250,000)

(250,000)

At 31 March

22,024,234

23,274,234

The fair value of options granted and the assumptions used under the Black-Scholes option pricing model are as follows:

 

Granted in

 

2015

2011

Weighted average fair value of options granted

0.37

0.28

Exercise price

0.60

0.60

Weighted average share price

0.78

0.66

Volatility (%)

40.95%

31.34%

Annual risk free rate (%)

1.26%

3.00%

Expected option life (years)

5.36

4.96

 

23 Borrowings

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

The borrowings comprise of the following: 

 

 

 

 

 

 

 

 

 

Interest rate (range %)

Final maturity

31 March 2018

31 March 2017

Borrowings at amortized cost

 

 

10.35-10.99

September 2023

93,465,947

320,991,917

Total

 

 

 

 

 

 

93,465,947

320,991,917

 

Total debt of £93,465,947 (2017: £320,991,917) is secured as follows:

> The term loans of £90,039,325 taken by the Group are fully secured by the property, plant, assets under  construction and other current assets of subsidiaries which have availed such loans.

> The cash credits and working capital arrangements availed by the Group are secured against hypothecation of current assets and in certain cases by deposits and margin money is provided as collateral. All the loans are personally guaranteed by a Director. In addition a Director personally guaranteed £28,470,433 of BVP's loan and £10,885,365 of loans of an associate.

> Other borrowings are fully secured by hypothecation of current assets and in certain cases by margin money deposits and other fixed deposits of the respective entities availing the facility.

Term loans contain certain covenants stipulated by the facility providers and primarily require the Group to maintain specified levels of certain financial metrics and operating results. The terms of the other borrowings arrangements also contain certain covenants primarily requiring the Group to maintain certain financial metrics. As of 31 March 2018, the Group has met all the relevant covenants.

 

The fair value of borrowings at 31 March 2018 was £93,465,947 (2017: £320,991,917). The fair values have been calculated by discounting cash flows at prevailing interest rates.

 

 

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

 

 

31 March 2018

31 March 2017

Current liabilities

 

 

Amounts falling due within one year

23,829,415

36,576,466

Non-current liabilities

 

 

Amounts falling due after 1 year but not more than 5 years

69,636,532

104,970,101

Amounts falling due in more than five years

-

179,445,350

Total non-current

69,636,532

284,415,451

Total

93,465,947

320,991,917

 

 

 

24

Trade and other payables

 

 

 

 

31 March 2018

31 March 2017

 

Current

 

 

 

Trade payables

52,015,069

52,526,424

 

Creditors for capital goods

162,261

8,547,998

 

Bank Overdraft

-

5,609,229

 

Other payables

154,092

4,023,144

 

Total

52,331,422

70,706,795

 

Non-current

 

 

 

Provision for fair valuation of securities provided to lenders of BVP (Note 7(a) and 20)1

12,553,684

-

 

Security deposit from customers

4,813,303

54,321

 

Other payables

180,746

229,433

 

Total

17,547,733

283,754

         

1 translated at closing FX exchange rate

With the exception of security deposits from customers and certain other trade payables, all amounts are short term. Trade payables are non-interest bearing and are normally settled on 45 days terms. Creditors for capital goods are non-interest bearing and are usually settled within a year. Other payables include accruals for gratuity and other accruals for expenses.

 

25.  Related party transactions Key management personnel

 

Name of the party                                                                               Nature of relationship

Arvind Gupta                                                                                         Executive Chairman

Dmitri Tsvetkov (from November 2017)                                          Chief Financial Officer

Jeremy Warner Allen (from November 2017)                                Deputy Chairman

V Narayan Swami (until November 2017)                                       Finance Director

Martin Gatto (until November 2017)                                               Director

Mike Grasby                                                                                          Director

Ravi Gupta (resigned in May 2018)                                                   Director

Jeremy Beeton (from November 2016)                                            Director

Related parties with whom the Group had transactions during the period

Name of the party 

Nature of relationship

Chennai Ferrous Industries Ltd

Entity in which Key Management personnel has Control/Significant Influence

Padma Shipping Limited

Entity in which Key Management personnel has Control/Significant Influence

Avanti Solar Energy Private Limited

Entity in which Key Management personnel has Control/Significant Influence

Mayfair Renewable Energy Private Limited

Entity in which Key Management personnel has Control/Significant Influence

Avanti Renewable Energy Private Limited

Entity in which Key Management personnel has Control/Significant Influence

Brics Renewable Energy Private Limited

Entity in which Key Management personnel has Control/Significant Influence

Avantika Gupta

 

Relative of Key Management Personnel 

 

Summary of transactions with related parties

 

Name of the party

 

31 March 2018

31 March 2017

 

Padma Shipping Limited

 

 

 

 

a) Investment

 

2,077,588

746,268

 

b) Advances

Chennai Ferrous Industries Ltd

 

627,205

-

 

a) Purchase of coal

 

-

10,322

 

Avanti Solar Energy Private Limited

 

 

 

a) Investment

 

3,336,637

124,422

 

b) Sale of Solar power plant system

 

4,586,802

-

 

c) Advance

 

56,225

-

 

Mayfair Renewable Energy Private Limited

 

 

 

a) Investment

 

3,595,419

124,422

 

b) Sale of Solar power plant system

 

4,024,349

-

 

c) Advance

 

87,154

-

 

Avanti Renewable Energy Private Limited

 

 

 

a) Investment

 

3,369,673

124,422

 

b) Sale of Solar power plant system

 

4,822,458

-

 

c) Advance

 

56,284

-

 

Brics Renewable Energy Private Limited

 

 

 

a) Investment

 

324,854

37,810

 

b) Sale of Solar power plant system

 

1,188,788

-

 

c) Advance

 

5,628

-

 

Avantika Gupta

 

 

 

 

a) Remuneration

 

112,412

68,556

 

               

 

 

Summary of balance with related parties

 

 

Name of the party

Nature of balance

31 March 2018

31 March

2017

Padma Shipping Limited

Investment

3,484,178

1,339,635

Padma Shipping Limited

Advances

1,727,418

1,167,169

Chennai Ferrous Industries Ltd

Trade Payable

-

10,322

Avanti Solar Energy Private Limited

Investment

3,461,059

124,422

Avanti Solar Energy Private Limited

Trade receivable

583,750

-

Avanti Solar Energy Private Limited

Advance

56,225

-

Mayfair Renewable Energy Private Limited

Investment

3,719,841

124,422

Mayfair Renewable Energy Private Limited

Trade payable

(236,467)

-

Mayfair Renewable Energy Private Limited

Advance

87,154

-

Avanti Renewable Energy Private Limited

Investment

3,494,095

124,422

Avanti Renewable Energy Private Limited

Trade receivable

185,569

-

Avanti Renewable Energy Private Limited

Advance

56,284

-

Brics Renewable Energy Private Limited

Investment

362,664

37,810

Brics Renewable Energy Private Limited

Trade receivable

1,238,446

-

Brics Renewable Energy Private Limited

Advance

5,628

-

 

Arvind Gupta

Land Lease Deposit

477,959

537,039

 

Outstanding balances at the year-end are unsecured. There have been no guarantees provided or received for any related party receivables or payables, except for £2,006,035 (equivalent of $2,800,000) corporate guarantee for 50% of equity portion of the cost of construction of the vessels being built by Padma Shipping Limited. For the year ended 31 March 2018, the Group has not recorded any impairment of receivables relating to amounts owed by related parties £Nil (2017: £Nil). However, the Group has made impairment provision for investments in joint venture £3,247,668 (2017: £Nil) (Note 7(b)). This assessment is undertaken each financial year through examining the financial position of the related party and the market in which the related party operates.

Executive Chairman Mr. Arvind Gupta personally guaranteed £10,885,365 of loans of an associate.

 

26. Earnings per share

 

Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company as the numerator (no adjustments to profit were necessary for the year ended March 2018 or 2017).

 

The company has issued options over ordinary shares which could potentially dilute basic loss per share in the future. There is no difference between basic loss per share and diluted loss per share as the potential ordinary shares are anti-dilutive.

 

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

 

Particulars

31 March 2018

31 March

2017

Weighted average number of shares used in basic earnings per share

353,108,869

351,505,142

Shares deemed to be issued for no consideration in respect of share based payments

-

1,264,567

Weighted average number of shares used in diluted earnings per share

353,108,869

352,769,708

 

27 Directors remuneration

 

 

Name of directors

31 March 2018

31 March 2017

Arvind Gupta

750,000

1,110,000

Dmitri Tsvetkov

290,000

-

Jeremy Warner Allen

22,500

-

V Narayan Swami

224,824

109,689

Martin Gatto

33,750

45,000

Mike Grasby

45,000

45,000

MC Gupta

-

27,880

Ravi Gupta

22,500

45,000

Jeremy Beeton

45,000

22,500

Total

1,433,574

1,405,069

           

 

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

 

28.  Commitments and contingencies

Operating lease commitments

The Group leases office premises under operating leases. The leases typically run for a period up to 5 years, with an option to renew the lease after that date. None of the leases includes contingent rentals.

Non-cancellable operating lease rentals are payable as follows:

 

 

31 March 2018

31 March 2017

Not later than one year

44,771

43,226

Later than one year and not later than five years

 117,898

157,056

Later than five years

-

-

Total

200,282

 

During the year ended 31 March 2018, £43,226 (2017: £41,204) was recognised as an expense in the statement of comprehensive income in respect of operating leases.

Capital commitments

During the year ended 31 March 2019, in respect of its interest in joint ventures the Group is committed to incur capital expenditure of $2,800,000 i.e. approximately £2,000,000 (2017: £18,630,157) of their share of interest.(Note 5(d)(ii))

Contingent liabilities

Disputed income tax demand £549,789

Guarantees and Letter of credit

The group has provided bank guarantees and letter of credits (LC) to customers and vendors in the normal course of business. The LC provided as at 31 March 2018: £44,901,443 (2017: £40,497,741) and Bank Guarantee (BG) as at 31 March 2018: £10,168,184 (2017: £23,425,291). LC are supporting accounts payables already recognised in statement of financial position. BG are treated as contingent liabilities until such time it becomes probable that the Company will be required to make a payment under the guarantee.

 

29.    Financial risk management objectives and policies

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

 

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

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

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

 

Market risk

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

The sensitivity analyses in the following sections relate to the position as at 31 March 2018 and 31 March 2017 The following assumptions have been made in calculating the sensitivity analyses:

 

i)     The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income for one year, based on the average rate of borrowings held during the year ended 31 March 2018, all other variables being held constant. These changes are considered to be reasonably possible based on observation of current market conditions.

 

Interest rate risk

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

 

At 31 March 2018 and 31 March 2017, the Group had no interest rate derivatives.

The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant. If interest rates increase or decrease by 100 basis points with all other variables being constant, the Group's profit after tax for the year ended 31 March 2018 would decrease or increase by £934,659 (2017: £2,865,102).

 

Foreign currency risk

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

 

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

 

 

As at 31 March 2018

As at 31 March 2017

Currency

 

Financial assets

Financial liabilities

Financial assets

Financial liabilities

United States Dollar (USD)

3,711,568

62,663,286

3,000,000

19,852,758

 

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

 

 

 

 

As at 31 March 2018

As at 31 March 2017

Currency

 

Closing Rate (INR/USD)

Effect of 10% strengthening in USD against INR - Translated to GBP

Closing Rate (INR/USD)

Effect of 10% strengthening in USD against INR - Translated to GBP

United States Dollar (USD)

65.07

3,840,174

64.75

1,226,728

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

 

Credit risk analysis

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

The maximum exposure for credit risk at the reporting date is the carrying value of each class of financial assets amounting to £33,761,251 (2017: £87,029,258).

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

 

The Group's management believes that all the above financial assets, except as mentioned in note 18are not impaired for each of the reporting dates under review and are of good credit quality.

 

Liquidity risk analysis

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

 

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

The following is an analysis of the Group contractual undiscounted cash flows payable under financial liabilities at 31 March 2018 and 31 March 2017:

 

As at March 2018

 

 

 

Current

Non-Current

Total

 

 

 

Within 12 months

1-5 years

Later than 5 years

 

Borrowings

 

23,829,415

69,636,532

-

93,465,947

Interest on borrowings

10,532,258

25,372,157

-

35,904,415

Trade and other payables

52,331,422

17,547,733

-

69,879,155

Other current liabilities

810,705

-

-

810,705

Total

 

87,503,800

112,556,442

-

200,060,222

               

 

As at 31 March 2017

 

 

 

Current 

Non-Current

Total

 

 

 

Within 12 Months

1-5 Years

Later than 5 years

 

Borrowings

 

36,576,466

104,970,101

179,445,350

320,991,917

Interest on borrowings

33,903,890

45,442,677

123,948,503

203,295,070

Trade and other payables

70,706,795

283,754

-

70,990,549

Other current liabilities

17,363

-

-

17,363

Total

 

141,204,514

150,696,532

303,393,853

595,294,899

               

 

Capital management

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

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

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

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

·        To provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

 

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

No changes were made in the objectives, policies or processes during the years end 31 March 2018 and 2017.

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

 

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

 

 

 

 

 

31 March 2018

31 March 2017

Total equity

 

 

139,130,424

236,687,603

Less: Cash and cash equivalents 

(2,185,570)

(13,086,123)

Capital

 

 

136,944,854

223,601,480

 

 

 

 

 

 

Total equity

 

 

139,130,424

236,687,603

Add: Borrowings (including buyer's credit)

93,465,947

320,991,917

Overall financing

 

 

232,596,371

557,679,520

Capital to overall financing ratio

0.59

0.40

 

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

 

 

 

 

 

Carrying amount

Fair value

 

 

 

 

March 2018

March 2017

March 2018

March 2017

Financial assets

 

 

 

 

 

 

Loans and receivables

 

 

 

 

 

·Cash and cash equivalents 1

2,185,570

13,086,123

2,185,570

13,086,123

·Restricted cash 1

 

25,285,125

17,834,760

25,285,125

17,834,760

·Current trade receivables 1

 

33,695,545

84,271,986

33,695,545

84,271,986

Available-for-sale instruments 3

 

65,706

2,757,272

65,706

2,757,272

 

 

 

 

61,231,946

117,950,141

61,231,946

117,950,141

Financial liabilities

 

 

 

 

 

Term loans

 

 

93,465,947

320,991,917

93,465,947

320,991,917

Current trade and other

payables 1

52,331,422

70,706,795

52,331,422

70,706,795

Non-current trade and other payables 2

17,547,733

283,754

17,547,733

283,754

 

 

 

 

163,345,102

391,982,466

163,345,102

391,982,466

 

The fair value of the financial assets and liabilities are included at the price that would be received to sell an asset or paid to transfer a liability (i.e. a exit price) in an ordinary transaction between market participants at the measurement date. The following methods and assumptions were used to estimate the fair values.

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

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

3.    Fair value of available-for-sale instruments held for trading purposes are derived from quoted market prices in active markets. Fair value of available-for-sale unquoted equity instruments are derived from valuation performed at the year end. Fair Valuation of retained investments in BVP is on basis of recent transaction.

 

Fair value measurements recognised in the statement of financial position

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

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

•         Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

•         Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based on observable market data (unobservable inputs).

 

 

 

 

 

Level 1

Level 2

Level 3

Total

Available-for-sale financial assets

 

 

 

 

2018

 

 

 

 

 

Unquoted securities

 

-

-

40,453

-

Quoted securities

 

25,253

-

-

25,253

Total

 

 

25,253

-

40,453

25,253

 

 

 

 

 

 

 

 

                     

 

 

 

 

 

Level 1

Level 2

Level 3

Total

Available-for-sale financial assets

 

 

 

 

2017

 

 

 

 

 

Unquoted securities

 

-

-

-

-

Quoted securities

 

2,757,272

-

-

2,757,272

Total

 

 

2,757,272

-

-

2,757,272

 

 

 

 

 

 

 

 

                   

There were no transfers between Level 1 and 2 in the periods.

The Group's finance team performs valuations of financial items for financial reporting purposes, including Level 3 fair values. Valuation techniques are selected based on the characteristics of each instrument, with the overall objective of maximising the use of market-based information. The finance team reports directly to the chief financial officer (CFO).

Valuation processes and fair value changes are discussed by the Board of Directors at least every year, in line with the Group's reporting dates.

31    Post - reporting date events

No adjusting or significant non-adjusting events have occurred between the reporting date and the date of authorisation

 

-ends-


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