growing. naturally. - mytrah · wind subsidiaries corporate structure 99.99% mytrah energy (india)...

Mytrah Energy Limited

Growing.Naturally.

Annual Report

2016

Corporate informationRegistered officeMytrah Energy LimitedGround Floor, Dorey Court,

Admiral Park, St Peter Port,

Guernsey GY1 2HT

Nominated AdvisorInvestec Bank plc2 Gresham Street, London

EC2V 7QP, UK

Joint BrokersMirabaud Securities LLPBressenden Place,

London, SW1E 5DH

Investec Bank plc2 Gresham Street, London

EC2V 7QP, UK

Financial PRYellow Jersey PR Ltd22 Upper Ground

London SE1 9PD, UK

LegalKing & Spalding International LLP125 Old Broad Street

London EC2N 1AR, UK

RegistrarsComputershare Investor Services (Guernsey) LimitedP.O. Box 393, Kingsway House

Havilland Street, St. Peter Port,

Guernsey, GY1 3FN

Auditors

KPMG Audit LLCHeritage Court,

41 Athol Street, Douglas,

Isle of Man, IM99 1HN

Corporate structure 002

About us 004

Key numbers 006

Mytrah’s business journey 008

Mytrah in 2016 010

ContentsCorporate overview 002-010

Financial section 066-112

Statutory section 056-064

Business operations 022-055

Management review 012-021

A message from the Chairman 012

Questions and answers with the Chief Executive Officer 018

The Chief Financial Officer’s review 020

Directors’ report 056

Corporate governance report 058

Remuneration report 062

The outlook for the renewable energy sector in India 022

Wind resource assessment 036

Asset management 038

Corporate governance 040

Our people 044

Safety, health and environment 046

Corporate social responsibility 048

Risk management 054

Independent auditor’s report 066

Consolidated income statement 067

Consolidated statement of financial position 068

Consolidated statement of changes in equity 069

Consolidated statement of cash flows 070

Notes to the consolidated financial statements 071

Wind subsidiaries

Corporate structure

99.99%Mytrah Energy (India) Private

Limited

100%Bindu Vayu (Mauritius)

Limited


Solar subsidiaries

URJAMytrah Vayu Urja Pvt. Ltd.

100%

ADVAITHMytrah Advaith Power Pvt. Ltd.

99.90%

KRISHNAMytrah Vayu

(Krishna) Pvt. Ltd.

100%

TEJASMytrah Tejas

Power Pvt. Ltd.

100%HEMAVATIMytrah Vayu (Hemavati)

Pvt. Ltd.

100%

AAKASHMytrah Aakash Power Pvt. Ltd.

100%GUJARAT

Mytrah Vayu (Gujarat) Pvt. Ltd.

100%

SOMMytrah Vayu

(Som) Pvt. Ltd.

100%

BVUPLBindu Vayu

Urja Pvt. Ltd.

100%

BHAGIRATHAMytrah

Bhagiratha Power Pvt. Ltd.

73.5%

ARKAVATIMytrah Vayu

(Arkavati) Pvt. Ltd.

100%

AINESHMytrah Ainesh Power Pvt. Ltd.

100%NARMADAMytrah Vayu (Narmada)

Pvt. Ltd.

100%

ABHINAVMytrah

Abhinav Power Pvt. Ltd.

100%GODAVARIMytrah Vayu

(Godavari) Pvt. Ltd.

100%

TUNGABHADRAMytrah Vayu

(Tungabadra) Pvt. Ltd.

95%

ADARSHMytrah Adarsh Power Pvt. Ltd.

100%AGRIYA

Mytrah Agriya Power Pvt. Ltd.

100%AADHYA

Mytrah Aadhya Power Pvt. Ltd.

99.9%PENNAR

Mytrah Vayu (Pennar) Pvt. Ltd.

100%

BHAANUJMytrah

Bhaanuj Power Pvt. Ltd.

100%

BHIMAMytrah Vayu

(Bhima) Pvt. Ltd.

100%

AKSHAYAMytrah Akshaya Energy Pvt. Ltd.

99.90%INDRAVATIMytrah Vayu

(Indravati) Pvt. Ltd.

100%

NWFPLNidhi Wind

Farms Pvt. Ltd.

100%

MANJIRAMytrah Vayu

(Manjira) Pvt. Ltd.

70.49%

002 | Mytrah Energy Limited

Mytrah will lead the world in

seizing renewables opportunities

Mission

Core Values

IntegrityAll our actions are governed

by the principles of ethics,

honesty and transparency

CreativityWe foster a spirit

of innovation and

entrepreneurship

ExcellenceWe deliver best-in-class

results, as we excel in

everything we do

Social responsibilityWe will be the catalysts

of positive change

in the society

Respect for individuals

We treat others the way

we expect to be treated –

with respect

Annual Report 2016 | 003


Mytrah,an India-focused renewable energy specialist

About us

Mytrah Energy is one of the

world’s largest and fastest-

growing independent power

producers in the renewable

energy sector.

We own and operate 16 wind

energy plants in 8 states

and have more than 20 new

wind and solar plants under

construction. We also have

data on 221 potential future

project sites across India.

Thanks to our skilled workforce

and distinctive business model,

we build all our plants on time

and within budget, planning

for sustainable growth.

Our goal is to continue

building sustainable wind and

solar plants at scale that meet

our return requirements.

We joined the Alternative

Investment Market of the

London Stock Exchange

in 2010, getting access to

international capital, expertise,

and partners.

Harnessing the windThe four steps for an independent power producer

Installation of the wind mastPut up wind masts in locations selected

for optimum wind potential.

Agreements and approvalsDesign project, obtain necessary

approvals and procure land. Purchase

turbines and equipment.

Windmill erectionWindmill and transmission infrastructure

development.

Generate powerManage our plants to deliver maximum

electricity to our customers.


Key numbers

1,000

Commissioned capacity (MW)

221

Future locations with wind data

16

Wind farms in operation


362

Revenue in 2016 (USD m)

385

Revenue growth in 2016 (%)

128

EBITDA in 2016 (USD m)

94

EBITDA growth in 2016 (%)

1038

Fixed Assets in 2016 (USD m)

33

Fixed Assets growth in 2016 (%)


Mytrah’s business journey

2010

Installed capacity (MW)

0Funds raised

USD 80m equity through IPO

on the LSE

2012


299Diversification

in wind turbine selection

Gamesa and Regen added to

Suzlon portfolio

2011


82Funds raised

USD 92m non-dilutive

mezzanine capital


2014


528Funds raised

USD 70m bonds issued,

purchased by Merrill Lynch

International and Apollo Funds

2016


1000Funds raised

USD 380m equivalent rupee

term loan agreement with

3 major Indian banks to

refinance existing senior loans

2015


583Funds raised

USD 60m additional bonds

issued, bringing total finance

raised under this structure to

USD 130m

2013


310Funds raised

USD 18m non-dilutive

mezzanine capital


Mytrah in 2016

Financial highlights The 2016 results reflect the adoption

of IFRIC 12 – Service Concession

Arrangements, which has affected

the treatment of revenue and revision

of estimated useful life of property,

plant and equipment and accelerated

depreciation/amortisation, as previously

announced and detailed hereafter

Reported Revenue of USD 362.23m,

an increase of 385% (63% on a directly

comparable basis as per previous year

policies) over the previous year (2015:

USD 74.72m)

Reported EBITDA of USD 128.13m, up

94% (70% on a directly comparable

basis as per previous year policies) (2015:

65.92m)

Underlying Profit Before Tax of USD

4.76m, up by 121% (2015 2.15m)

Secured a direct loan facility of up to

USD 175m from Asian Development

Bank to fund the development of a

portfolio of wind and solar projects

Refinanced the existing portfolio of sites

through a USD 380m debt package

with three banks, the largest such

domestic refinancing in India’s

renewables sector

Received USD 23m from GE Energy

Financial Services for an equity stake

in Mytrah Vayu (Tungabhadra) Private

Limited, a subsidiary of Mytrah Energy

Repaid remaining mezzanine debt of

USD 14.91m outstanding with PTC India

Financial Services Limited

2016 marked a major milestone and acceleration in Mytrah’s development. The company reached 1 GW of wind power generation capacity - adding 417 MW in just one year – and delivered a strong operating results while moving its new solar business into the construction phase. To do this, Mytrah secured close to $1bn of financing during the year.

72%

94%

USD 1 bn

Power generation capacity increased

Reported EBITDA increase of

Secured close to

of capital to refinance and support growth

in 2016, reaching 1000 MW 6 months ahead of

our initial target


Operational highlights Completed construction of 417 MW

wind projects, enhancing installed

capacity to 1 GW (over 600 wind

turbines), significantly ahead of the

Company’s initial target

Entered into power purchase

agreements for 140 MW of solar

power capacity, bringing the total

to 422 MW AC (480MW DC) in

Telangana, Punjab and Karnataka

Signed contracts with Tier-1

suppliers for 175MW solar modules

and 150MW solar inverters

Initiated the construction of solar

projects in Telangana and Punjab

Post period-end, won a 250MW wind

power project in auction through

the first competitive bid in the Indian

wind power sector

Vikram Kailas and Shirish Navlekar

were appointed as the CEO and

CFO of Mytrah Energy Limited

respectively

Revenue

2013

45.3

5.5

062

.96.

10.

467

.66.

30.

810

9.6

10.2

6.2

2014 2015 2016

Sale of electricity (USD m)

Generation-based incentive (USD m)

Other operating income (USD m)

48.8

95

64.3

94

66.4

89

113.

2

2013 2014 2015 2016

Underlying EBITDA

Underlying EBITDA (USD m)

EBITDA margin (%)

93

Post IFRIC 12 adoption, EBIDTA is USD 128.1 m

538.

1

646.

5

949.

1

1212

.5

2013 2014 2015 2016

Total Assets

Total assets (USD m)


Our 2016 performance reflects all our

hard work

A message from the Chairman


India’s renewable energy sector is still in

its early development stages, but a lot has

happened in such a short time, and a lot

continues to happen. Mytrah can’t stand

still, and it won’t.

Yes, we want to build on what we’ve

already successfully achieved. But we also

have to respond quickly to capture the

opportunities presented by changing

markets and technologies.

Five years of growth in just one yearWe commissioned 417MW of wind energy

capacity for 2016 – close to the total

amount we’d commissioned during the

first five years of our existence, up to the

end of 2015. So we closed 2016 with 1 GW

of wind energy capacity with total of 617

wind turbines now installed. I believe this

could be the quickest time a renewable

energy company has taken to reach this

coveted milestone anywhere in the world.

The sun starts to shineOur business had been focused on wind

energy for its first five years. As tempting

as it is to focus just on your strengths, we

continued to look for new opportunities.

During this period, the solar energy

business was becoming more viable, as the

commissioning costs of solar plants were

coming down, and electricity sales prices

were becoming attractive.

We entered this new market in 2016 with

vigour. More than 100 people are working

on our maiden projects in 21 locations,

with a sizeable 480MW of capacity.

We secured these projects through

competitive bidding processes, with

attractive 25-year contracted electricity

sales prices. I expect this combination of

scale and attractive prices will give us years

of profitable growth.

Data mining and analysis – a worthwhile investment We recognise that a series of one-off

profitable projects does not necessarily

lead to multi-year growth and

outperformance. We need to find new

ways to do things better, and, indeed, find

completely new approaches to take.

One method of doing this is to ‘mine’ and

analyse large amounts of operational data,

leading to many small improvements

in how we do things. When all these

are added together, this leads to better

spreads, cash flows, and returns on

investment. It’s the so-called ‘aggregation

of marginal gains’ that is critical to get the

very best performance from our assets.

World recognitionWe’re constantly comparing ourselves

with our competitors – if only to make

sure what we’re doing is still cutting-edge.

So we were, of course, thrilled that two of

our research papers were shortlisted as

breakthrough papers at the 2016 European

Wind Energy Awards, reflecting our

achievements in the market.

Dealing with market trendsIn the past 18 months, solar has joined

wind as a cost competitive renewable

energy supply source. This means

competition is increasing and electricity

prices are declining. Being able to adapt

quickly and efficiently is crucial.

While prices have fallen for new plants,

we have continued to achieve good

margins by carefully selecting our projects.

In fact, the larger we’ve grown, the more

profitable we’ve become. I believe this

validates our business model, and confirms

our commitment to it.

We closed 2016 with

1 GWof wind energy capacity.

I AM DELIGHTED WITH THESE RESULTS, WHICH SHOW JUST HOW FAR MYTRAH HAS COME IN ONLY SIX YEARS. IN 2016, WE COMMISSIONED MORE WIND CAPACITY THAN EVER BEFORE, UNDERLINING THE CAPABILITY OF OUR TEAM AND THE DEPTH OF OUR PIPELINE. THIS ADDITIONAL CAPACITY HELPED TO DRIVE OUR EBITDA UP 70% FROM LAST YEAR ON A DIRECTLY COMPARABLE BASIS. INDIA ALSO EXPERIENCED BETTER WIND CONDITIONS IN 2016, WHICH LED TO A 7% INCREASE IN POWER PRODUCTION ON A LIKE-FOR-LIKE BASIS.

OUR ABILITY TO RE-FINANCE 543 MW OF WIND ASSETS WITH USD 380 MILLION FROM SOPHISTICATED LENDERS IN INDIA DEMONSTRATES THE QUALITY AND REVENUE VISIBILITY IN OUR OPERATING WIND FARMS. THIS WAS THE SINGLE LARGEST DOMESTIC REFINANCING IN THE SECTOR EVER, CONTINUING OUR LEADERSHIP IN FINANCIAL INNOVATION. THIS INNOVATION HAS ALSO BEEN APPLIED TO SOLAR THIS YEAR, AND I AM PLEASED TO SAY THAT WE HAVE MANAGED TO SECURE SENIOR LOANS OF OVER USD 300 MILLION TO BUILD OUT OUR SOLAR PROJECTS.


Operational performance2016 has been a strong year for Mytrah’s

operating wind plant portfolio, with

revenues and EBITDA ahead of market

expectations on an underlying basis, and

well ahead as reported.

This result has been facilitated by good

winds across much of the portfolio –

and by the tireless work of our asset

management team in driving continuous

improvements in wind farm availability.

2016 has seen a marked improvement in

machine performance across a number

of plants, particularly in Rajasthan where

our Kaladonger plant showed a 4%

improvement in availability.

Overall, we believe that our portfolio

approach, with plants spread across

multiple geographies, equipment suppliers

and regulatory regimes continues to

benefit the company in smoothening our

cash flow, and is increasingly effective as

our fleet size increases.

Project ConstructionThe construction portfolio described in

Mytrah’s 2016 half-year results has been

completed, taking us to 1000 MW well

ahead of our target of mid-2017. This

fantastic result, achieved through the

focused dedication of our projects, business

development and finance teams, clearly

demonstrates the level of execution

capability which Mytrah has built. The plants

constructed during 2016 are listed below.

Project Capacity

Capacity at 31 Dec 2015 583.00 MW

Bhesada 10.40 MW

Vajrakarur 2 105.00 MW

Nazeerabad 100.80 MW

Nidhi 90.10 MW

Nipaniya 30.00 MW

Aspari 79.90 MW

Burgula Extension 1.60 MW

Total 1000.80 MW

Project pipelineIn addition to the projects under

construction, Mytrah has an extensive

pipeline of wind projects exceeding 4000

MW. With data from 221 wind masts across

10 states, the Company’s wind database

provides differentiated access to new

project sites. For solar, we continue to

develop project options and participate

in auctions as these are announced. We

never bid so low in an auction that this

compromises our returns, and so we do

not win all of the bids we participate

in. We have a wide range of options for

developing our solar business, including

more large-scale government contracted

plants as well as direct sales to private

business customers and, when the time is

right, consumers.

FinancingDuring 2016, the Group secured close to

USD 1bn of financing in various forms,

including a USD 380m refinancing of

all the senior debt in its first 543 MW

operating wind plants, which set a new

benchmark for the industry. This new

facility was used to refinance 22 existing

senior lenders in operating wind projects,

reducing the interest rate by an average

of 140 basis points and extending the

average maturity of debt by approximately

three years.

In addition to the refinancing, we closed

USD 150m senior debt financing for our

wind projects in construction and USD

315m for our solar projects. A part of this

debt was a USD 175m credit line agreed

with ADB, the first time this prestigious

institution has approved such a structure.

Finally, we secured a USD 100m equity line

of credit with GE Energy Financial Services,

which enabled us to invest USD 23m

into one of our SPVs and gives us further

support for growth.

These transactions, conducted with

sophisticated financial institutions,

underline the growing maturity of our

business and the quality of our asset

portfolio.

Macro environmentIndia continues to be one of the world’s

fastest-growing economies and renewable

energy is contributing to this growth

through the rapid deployment of low cost,

distributed, generation capability as well as

by generating substantial employment.

As a consequence, the renewable energy

sector continues to enjoy strong support

from the Central Government, with the

Prime Minister, in 2015, creating a target

of 175 GW of renewable capacity installed

by 2022. Of this 100 GW is expected to

be solar, 60 GW wind, and 15 GW other

technologies. The benefits of this target

and the supporting policies were clearly

evident, with 3.6 GW of wind capacity

installed in 2015-16 (2014-15, 2.6 GW), and

solar installation almost doubling to 4 GW.

In addition to completing construction

of these projects, we have also begun

construction of a number of wind and

solar plants, which are due for completion

in 2017-18. These are summarised

alongside. We will provide further details

of progress on these projects in due

course.

Project Capacity

Capacity at 31 December 2016 1000.80 MW

Wind AdditionsAspari Extension, AP 69.90 MW

Maniyachi, Tamil Nadu 250.00 MW

Solar Additions

Bareta, Punjab 25.00 MW

Balran, Punjab 25.00 MW

Telangana Portfolio 327.00 MW

Karnataka Portfolio 45.00 MW

Totals 1742.70 MW


A key outcome of the Government’s focus

is the UDAY (Ujwal DISCOM Assurance

Yojana) reform approved in November

2015. The scheme has improved the

financial health of the state electricity

boards (SEBs), which purchase most

of Mytrah’s electricity under long-term

contracts, improving the security of our

revenue streams.

Maturing businessMytrah is a pure-play renewable power

generation company with a clear

focus on maximising performance of

its operating assets, delivering new

capacity on time and within budget, and

building a sustainable pipeline of future

opportunities. Focused on investor returns,

the business is growing and maturing in

all aspects, setting visible and achievable

targets, delivering projects on time and

continually improving financial structures.

Experienced management and high

quality technical staff, strong relationships

with a diverse group of wind turbine

suppliers and strong financial capability

are now well-proven and Mytrah will

continue to make a significant investment

in its people, systems and processes to

ensure we have the foundation needed

to support sustained growth and an ever-

expanding footprint.

OutlookOperating in a fast growing and rapidly

developing country of 1.2 bn people,

Mytrah is ideally placed. India is expected

to grow at over 7% per annum according

to the IMF, and there is clear evidence that

electricity consumption is correlated to

GDP growth. Both wind and solar power

are faster to market and cost-competitive

over alternative sources of power, which

in India is primarily coal. As a result, the

Government has set aggressive targets

to deliver capacity addition in renewable

energy.

Mytrah is among the largest providers of

renewable energy, has a strong pipeline of

development options and deep capability

across the entire value chain in wind and

solar. This, combined with our proven

financial capability, gives us a strong

platform to continue to grow our business

and create value for our investors.

Business Review

ParticularsYear ended 31 December 2016

USD mnYear ended 31 December 2015

USD mnChange USD mn

Revenue 362.23 74.72 287.51 Other operating income 6.22 0.88 5.34 Construction cost (224.67) 0.00 (224.67)Employee benefits expenses* (2.66) (2.40) (0.26) Other operating expenses (12.99) (7.28) (5.71)Earnings before interest, tax, depreciation and amortisation (EBITDA)

128.13 65.92 62.21

Depreciation and amortisation expense (47.42) (16.40) (31.02)Equity Settled Employee Benefits (2.99) (0.64) (2.35)Operating Profit 77.72 48.88 28.84 Finance income 4.93 3.34 1.59 Finance costs (81.84) (51.22) (30.62)Other finance costs on refinancing (6.39) (0.54) (5.85)Profit/ (loss) before tax (5.58) 0.46 (6.04)Taxation expense 0.98 (0.08) 1.06 Profit/ (loss) after tax (4.60) 0.38 (4.98)Reported EBITDA as above 128.13 65.92 62.21 Non-recurring and non-cash adjustments: Doubtful advances written-off 0.42 0.00 0.42 Provision for trade receivables 0.10 0.23 (0.13)Indirect-tax cost on inter-group transactions 0.00 0.28 (0.28)GBI Registration fee 0.44 0.00 0.44 Total adjustments 0.96 0.51 0.45Underlying EBITDA 129.09 66.43 62.66 Reported profit/ (loss) before tax as above (5.58) 0.46 (6.04)Adjustments as referred above 0.96 0.51 0.45Equity Settled Employee Benefits 2.99 0.64 2.35One-off interest cost on re-financing of

existing term loans

6.39 0.54 5.85

Underlying profit/ (loss) before tax 4.76 2.15 2.61 * In the published 2015 results, Employee Benefit Expenses was reported including Equity Settled Employee Benefits of (0.64) m. In this presentation, this cost is shown below the EBITDA line.


RevenueFor the year ended 31 December 2016

the Group’s revenue has increased by USD

287.51m, reflecting the capacity growth

from 583 MW at 31 December 2015 to

1000 MW at the current year-end. On a like

for like basis, revenue increased by USD

46.92m.

In India, the Group is adopting Ind-

AS, (Indian – adoption of International

Financial Reporting Standards (IFRS)) for

the first time, with effect from 1st April

2016. As part of the first-time adoption,

the Group needs to evaluate and align all

its accounting treatment under both Ind-

AS and IFRS. During the year, the Group

has reviewed its accounting treatment

with respect to revenue recognition and

started implementing IFRIC 12 accounting

for revenue recognition from Service

Concession Arrangements.

Service Concession Arrangements

(SCA) apply to all of the Group’s current

solar projects and certain wind plants

on a prospective basis. As per IFRIC

12 accounting, in the current year

the Group has begun recognising

construction revenue, which is earned

by the Indian holding company, MEIPL,

when it constructs assets for its SPVs. In

Adoption of IFRIC 12 Service Concession Arrangement AccountingAs a result of our continued focus on

prudent accounting, and changes in

the Indian accounting standards, the

management has reviewed the useful life

of our assets and decided to reduce it. We

have also determined that this change

brings some of our assets into a different

accounting treatment, specifically Service

Concession Agreements (SCA) referred to

earlier. We have decided to apply these

policies to all of our plants prospectively.

The impact is illustrated in the table below,

which shows how the 2016 results would

have looked under our 2015 accounting

policies (this table is presented for

information only and is not audited).

The impact of the change in useful life for

our assets can be seen in the increased

depreciation charge in the reported

accounts relative to the direct comparison

below. As noted under ‘Revenue’ below,

the impact of the SCA treatment is to

increase the reported EBITDA because of

the inclusion of construction revenue.

ParticularsYear ended

31 December 2016 USD mn

Year ended 31 December 2015

USD mn

Change Increase/ (Decrease)

USD mn

Change in % Increase/ (Decrease)

Revenue 121.64 74.72 46.92 63%

Other operating income 6.22 0.88 5.34 607%

Construction Cost 0.00 0.00 0.00 -

Employee benefits expenses (2.66) (2.40) (0.26) 11%

Other operating expenses (12.99) (7.28) (5.71) 78%

Earnings before interest, tax, depreciation and amortisation (EBITDA)

112.21 65.92 46.29 70%

Depreciation and amortisation expense (25.67) (16.40) (9.27) 56%

Equity Settled Employee Benefits (2.99) (0.64) (2.35) 367%

Operating Profit 83.55 48.88 34.67 71%

Finance income 4.93 3.35 1.58 47%

Finance costs (81.84) (51.22) (30.62) 60%

Other finance costs on refinancing (6.39) (0.54) (5.85) 1083%

Profit/ (Loss) Before Tax 0.25 0.47 (0.22) (47%)

Reported EBITDA as above 112.21 65.92 46.29 70%

Non-recurring and non-cash adjustments:

Doubtful advances written-off 0.42 0.00 0.42 -

Provision for trade receivables 0.10 0.23 (0.13) (56%)

Indirect-tax cost on inter-group transactions 0.00 0.28 (0.28) 100%

GBI Registration fee 0.44 0.00 0.44 -

Total adjustments 0.96 0.51 0.45 88%

Underlying EBITDA 113.17 66.43 46.74 70%

Reported PBT as above 0.25 0.47 (0.22) (47%)

Adjustments as referred above 0.96 0.51 0.45 88%

Equity Settled Employee Benefits 2.99 0.64 2.35 367%

One-off interest cost on re-financing of

existing term loans

6.39 0.54 5.85 1083%

Underlying profit before tax 10.59 2.16 8.43 390%


the past, construction revenue was not

recognised as the same was eliminated

as part of Intra-company eliminations.

However, now as per the requirements of

IFRIC 12 accounting, the same are being

recognised as Revenue. Consequent to the

adoption of IFRIC 12 accounting, assets

which qualify for SCA accounting are

treated as intangibles/intangibles under

development.

The impact in the current year financials of

this change in accounting policy is given

below:

a) Impact on revenue and EBITDA

ParticularsAmount (USDm)

Construction Revenue 240.59

Construction Cost (224.67)

Margin added to EBITDA 15.92

b) Impact on Balance SheetAssets valued at USD 406.86 million,

created based on the Service Concession

Arrangement, are classified as intangibles

and amortised over a period of 25 years

as per the Group’s accounting policy.

These assets would have been classified as

Property, Plant and Equipment earlier.

EBITDAEBITDA for the year 2016 increased to USD

128.13m (2015: USD 65.92m) an increase

of USD 62.21m, a 94% increase, reflecting

the increase in revenue due to capacity

expansion and a slight improvement in

EBITDA margin as new plants in their initial

free O&M period come into the mix.

Finance costFinancing costs at USD 81.84m were USD

30.62m higher than the prior year due to

the increased debt level associated with

the capacity expansion.

Finance incomeHigher finance income of USD 4.93m

(2015: USD 3.34m) was generated due to

higher cash balance in the system and

resultant increase in interest on bank

deposits and investments.

Profit before taxProfit before tax (PBT) of USD (5.58)m

for the period 2016 (2015: USD 0.46m).

PBT was affected by the interest costs

associated with assets which were not

fully performing in 2016, and the change

in the estimated useful life of assets,

increased depreciation/ amortisation

expense. PBT was also affected by one-off

costs associated with refinancing. On an

underlying basis, PBT was USD 4.76m (2015

USD 2.15m), and increase of 121%..

TaxationThe tax for the year 2016 was a credit of

USD 0.98m (2015: cost of USD 0.08m).

Earnings per shareBasic and diluted earnings per share for the

year 2016 was USD (2.5) cents (2015 USD:

0.71 cents) and USD (2.5) cents (2015 USD:

0.71 cents) respectively.

Financial positionThe net book value of our property, plant

and equipment and associated intangible

assets has increased by USD 257.97m

(increase by 33%), almost all of which

relates to investments made during the

year in the construction of our new plants

and that have started generating revenues

in the year 2016 and will be operational

throughout 2017.

Capital structureStrong financial capital management is an

integral part of the Directors’ strategy to

achieve the Group’s stated objectives. The

Directors review financial capital reports

on a quarterly basis and the Group treasury

function does the review on a weekly basis,

ensuring that the Group has adequate

liquidity.

As at 31 December 2016, the Group had

gross debt of USD 945.10m (2015: USD

674.20m). During the year ended 31

December 2016, additional loans of USD

290.73m (net of repayments) were drawn

for the construction of new assets that

will start generating revenue in the year

ending 2017. The Group continues to

borrow at competitive rates and therefore

currently deems this to be the most

effective means of raising finance. The

Group has established good relationships

with banks and financial institutions,

enabling it to raise further financing on

competitive terms.

As the assets under construction start

generating revenues in 2017, we expect

that the Leverage (expressed as Net Debt/

EBITDA) position of the Company will

improve substantially with the increasing

EBITDA.

Further information on the Group’s capital

structure is provided in the notes to

the consolidated financial statements,

including details of how the Group

manages risk in respect of capital, interest

rates, foreign currencies and liquidity.

Cash flowThe cash generated from operations

during the year was USD 74.52m (2015:

inflow USD 74.64m). Cash flow did not

increase in line with EBITDA due to an

increase in receivables, primarily those

associated with operations in Rajasthan.

This situation was resolved post-period

end, with an inflow of USD 27.7m received

in March 2017, bringing receivables back

into line with historic norms.

Investing activities for the current year

resulted in a cash outflow of USD 288.67m

(2015: outflow of USD 236.62m). Net

financing cash inflows were USD 221.73m

(2015: inflows of USD 162.72m). The

increase in financing cash inflows was

mainly due to a drawdown of loan facilities

(net of refinancing) of USD 290.73 m (2015:

USD 370.8m) during the current year. At

31 December 2016, the Group had cash

and bank balances of USD 45.18m (31

December 2015: USD 55.58m).

Liquidity and investmentsAt 31 December 2016, the Group had a

strong liquidity position comprising liquid

assets of USD 56.22m and undrawn/

committed credit facilities of USD 71.31m,

which will be used for financing the

projects under construction. The Group’s

net debt position at 31 December 2016 has

increased to USD 945.10 m (31 December

2015: USD 674.20m). The increase is mainly

on account of a drawdown of loan facilities

during the year.

Ravi KailasChairman

Mytrah Energy Ltd


“Our entry into the solar energy

space promises to create long-term

sustainable value for the Company”

Questions and answers with the Chief Executive Officer

How do you sum up 2016 for Mytrah?There was a real change of pace, which

bodes well for our future growth. We’ve

emerged as one of India’s fastest-growing

renewable energy companies.

I should highlight three things in particular.

First, it was a great year for wind energy

capacity. We had an expansion target of

200 MW at the start of the year, but ended

up setting into motion 500 MW. This

proves we’re more than capable of getting

challenging projects off the ground.

Second, we received USD 1 billion to

fund new projects, the biggest allocation

of funding in our history. This shows that

investors and lenders fully understand and

support our overall business model.

Third, we made an impressive debut

in the solar energy space, with 480 MW

of capacity across 21 sites in three States.

By developing wind and solar assets, we

reduce our dependence on one technology.

Our existing investment in wind meant

we had a lot of infrastructure in place, and

were’nt starting solar from scratch.

How did you manage to increase wind energy capacity so significantly?We’ve now got well-established standard

operating procedures. This means we

get things right first time, and don’t have

to keep reworking things. We execute

projects ‘by the book’ – carefully, but

efficiently.


We also maintain a large portfolio of

options and select projects carefully,

choosing those which are most likely to be

developed quickly.

Aggressive solar project bids have pushed tariffs down below 4.47 cents/kWh. How can you operate in this market and still improve overall profitability?We’ve always focused on returns from

invested capital, and invested only

in projects that strengthen business

profitability. This approach does’nt change

now that we’re involved with solar energy

projects.

For example, we’ve won bids for 480 MW

in Punjab, Telangana, and Karnataka, which

are considered A-rated locations marked

by supportive state governments. We won

these bids with an average tariff of more

than 8.19 cents/kWh while other bidders

won with an average tariff of about 7.15

cents/kWh. These projects have 25-year

power purchase agreements, providing

long-term revenue certainty.

How did your refinancing go?We concluded the largest ever refinancing

agreement in India’s renewable energy

sector – USD 380 million of senior loans

from 22 banks across 543 MW of operating

wind farms. This arrangement reduced our

interest rate by about 140 basis points, and

extended average debt maturity by about

three years, reducing costs and improving

long-term liquidity.

Where does the renewable energy industry stand at the moment?There is definitely a growing demand for

clean energy around the world.

In 2015, global investment in renewable

energy capacity, at USD 266 billion, was

significantly more than the investment in

new coal and gas plants, estimated at USD

130 billion.

In 2015, for the first time ever,

renewables, excluding large hydro, made

up a majority, 53.6%, of the capacity of

all technologies installed. This growth

continued in 2016.

We see the same trends in India, as

technology and material sciences move

forward.

But, more and more, renewable energy

is not just cleaner than fossil fuels, but

cheaper. Some Indian solar tariffs have

dropped below 4.47 cents/kWh and some

wind tariffs below 5.22 cents/kWh. Given

that renewable energy in India, unlike in

Europe, isn’t constrained by a centralised

power grid, it’s easier for renewable energy

to play a bigger role in the national power

mix.

So competition is likely to increase, and innovation will become even more important. What have you done to make sure you’ve got the right skills for the future?That is right. We can’t expect today’s

technology to necessarily be around

tomorrow. We have to make sure we can

adapt in the future, and even play our role

in shaping it.

So we took several initiatives during

the year to help us be prepared. We

strengthened our middle management

team by recruiting people from prominent

Indian business schools, and running

personalised training programmes. And we

improved our programmes for developing

and preparing managers and leaders of

the future.

What are your priorities for 2017-18?We continue to focus on returns. So

although we hope to commission about

300 MW of wind energy capacity, and

about 500 MW of solar energy capacity,

our priority is to make each project more

profitable than the last.

Mytrah has over

4,000MWof potential new wind energy projects in India


“We’re in good

shape to grow”

The Chief Financial Officer’s review

Mytrah needs a sound financial foundation

to handle changing markets and

technologies, and to succeed as a long-

term profitable business. In particular, we’re

after:

A competitive capital cost per MW of

energy capacity

Low equity and debt financing costs

Long-term debt arrangements

A large consortium of lenders that gives

us flexibility, and

Innovative financial structures that make

it possible to optimise costs and improve

cash flows.

From the start, we’ve focused on value

over volume – high profitability expressed

clearly in superior returns on capital

employed. To achieve this, we know

exactly what projects to bid for, what

tariffs to look for, what geographies to go

into, and what technologies to source. It

sets in motion a virtuous cycle of viability,

profitability, and sustainability.

When it comes to tariffs, they need to

be attractive and long-lived. In 2016, we

won all our bids in Punjab, Telangana and

Karnataka with tariffs of 8.15 cents/kWh or

more, lasting 25 years.


These are the financing highlights of 2016.

Funding new and existing projects quickly and easily

We comfortably mobilised USD 314.5

million to implement our solar energy

projects, and USD 149.5 million to support

ongoing wind energy projects.

Fostering good relationships with global funding institutions

We increased the number of banking

relationships to 25, adding Rural Electricity

Corporation, Asian Development Bank, and

HDFC Bank.

Asian Development Bank, a prestigious

multilateral institution, provided USD 175

million, impressed by our track record. This

was the first time the bank had provided a

pre-approved line of credit in our sector.

We also forged an equity line of credit of

USD 104.3 million with GE Energy Finance.

We only drew about USD 23 million of this

– the rest is available to us to quickly take

advantage of new opportunities.

Lowering financing costs

We refinanced USD 380 million at a much

lower cost with an extended maturity cycle

of about 18 years. We can also top up the

debt at the renegotiated cost.

In addition, we secured all new debt at

rates of at least 50 basis points below what

our competitors are paying.

Maximising cash flows even while growing

We continued to negotiate to have all our

outstanding debt extended beyond a 15-

year maturity period, improving cash flows

and fiscal comfort.

Set for growthWe’re in good shape to grow. Our lenders

are happy to continue lending because our

projects have comfortable interest covers

and profit buffers. What’s more, because

the company’s low equity structure is

supported by non-dilutive mezzanine

equity, the long-term interests of our

shareholders are protected.

Mytrah started by raising USD

80 million in 2010-11. By 2014,

it had a collective loan book

of USD 372.64 million, and

had generation assets of 543

MW. The company kept the

momentum going to reach a

collective fund mobilisation of

more than

USD 1.49 bn


The outlook for the renewable energy sector in India


India also sees the opportunity to reduce

the cost of power generation in the long

term by encouraging larger projects,

aggressive research and development, and

the domestic production of raw materials,

components and products. What’s more, it

sees the opportunity to create many more

skilled jobs.

Where India’s positioned today The third largest energy consumer in

the world – it imports more than 80% of its

crude oil requirements and more than 45%

of its gas requirements

The 7th largest solar energy producer

The fourth largest wind energy producer,

with more than 28,000 MW of capacity

The 5th largest total renewable energy

producer excluding hydro

India’s already relying less on fossil

fuels as its primary energy source. The

Indian Government has implemented a

renewable energy plan that’s commercially

viable without subsidies. This has made

it possible for global corporations and

utilities to make big renewable energy

investments. The result speaks for itself.

Renewable energy capacity went up from

33.7 GW in 2014 to about 50 GW in 2016, a

yearly growth of 16%. The yearly growth for

overall energy capacity was 9%.

China saw the most renewable energy

investments in 2016, totalling USD 78.3

billion, which was actually down 32% from

2015. India was one of the most exciting

markets in 2016, with USD 9.7 billion of

renewable energy investments.

The Indian Government has put in place

many initiatives to promote renewables.

We look at some of the wind and solar

specific ones below. Other general ones

include:

The Green Energy Corridor project

for developing the power transmission

network

The Smart Cities Mission

The Integrated Power Development

Scheme for encouraging distribution

companies and making net-metering

compulsory

The Ujjwal Discom Assurance Yojana

(UDAY) scheme, and

The Green Climate Fund.

“The trend is clear:

India’s moving away from dirty fossil fuels

towards clean renewables. Technological advances and sensible prices are making more and more

projects viable.”Vikram Kailas,

CEO, Mytrah Energy Ltd

THE RACE IS ON TO TACKLE AND REVERSE CLIMATE CHANGE BROUGHT ABOUT BY BURNING COAL, OIL, AND GAS. AND AS IF THAT WEREN’T IMPORTANT ENOUGH, THESE FOSSIL FUELS ARE IN ANY CASE, RUNNING OUT – THE WORLD ENERGY FORUM PREDICTS RESERVES WILL BE EXHAUSTED IN LESS THAN A CENTURY. SO THE WORLD’S FOCUS IS NOW FIRMLY ON HARNESSING THE POTENTIAL OF RENEWABLE ENERGY SOURCES.


Growth in Renewable Energy Installed Capacity

2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

2,000

1,500

1,000

500

0

Gig

a W

att

IndiaChina USA Europe Rest of the World

Source: IRENA statistics

Growth in Wind Energy Installed Capacity


2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

500

400

300

200

100

0

Gig

a W

att


Growth in Solar Energy Installed Capacity


2007 2008 2009 2010 2011 2012 2013 2014 2015 2016

300

250

200

150

100

50

0

Gig

a W

att


149

81

Wind energy by country as on 31 December 2016 (GW)

China The US Germany India Spain

50

29 23

Source: IRENA Statistics


India’s energy mix last year Capacity in MW FY2016 % share 2016

Coal 188,968 60%

Gas 25,282 8%

Diesel 919 0%

Nuclear 5,780 2%

Large hydro 43,139 14%

Renewables 50,018 16%

Total 314,106 100%

Beating its targetsIndia’s expected to go above and beyond its climate change commitments. In fact, the Indian

Government has forecast it will exceed the renewable energy targets set in Paris in November

2015 by nearly half, and at least three years ahead of schedule. A recent draft 10-year energy

blueprint by CEA, suggests 57% of the country’s total electricity capacity could be derived

from non-fossil fuel sources by 2027– the Paris Climate Accord had targeted 40% by 2030.

Originally, the country’s renewables target was 175 GW by 2022. But the blueprint now has

India generating a total of 275 GW from renewable energy by 2027, in addition to 72 GW

from existing large hydro projects and 15 GW from nuclear energy. Nearly 200 GW could

come from clean sources like wind and solar.

India’s renewable energy demand is expected to increase seven-fold by 2035 (Source: BP Energy Outlook).

The share of renewable energy in India’s fuel mix could increase to 24% by 2027(Source: Central Electricity Authority,

Ministry of Power, Government of India).

Renewable energy: The global and Indian position

Global renewable energy installed capacity of 2000 GW

Global wind energy installed capacity of 486 GW; India seventh with 27 GW

Global solar energy installed capacity of 305 GW; India 11th with 9 GW

26

9

Solar energy by country as on 31 December 2016 (GW)

China Germany Japan The US India

43

40

34

Source: Bridge to India solar handbook 2016

India’s added 16.2 GW of renewable energy capacity over three years

Small hydro power

Wind Biomass/Cogen

Waste to energy

Solar Total

2016 4,334 28,700 7,857 114 9,013 50,018

2015 4,177 25,088 4,551 127 4,879 38,822

2014 3,991 22,465 4,166 108 3,063 33,792


Wind energy


2015 2016

25,0

88 28,7

00

2014

22,4

65


WIND ENERGY WAS FIRST PUT FORWARD AS A POTENTIAL SOLUTION TO INDIA’S POWER CHALLENGES AT THE END OF THE LAST CENTURY. BUT SEEN AS EXPENSIVE AND UNRELIABLE, THE FIRST INVESTMENTS IN WIND WERE MADE BY MAINSTREAM INDEPENDENT POWER PRODUCERS TO GENERATE TAX CREDITS.

Things have changed. Improvements

in towers, blades, turbines and the

appearance of local manufacturers have

reduced project and operating costs and

made wind energy viable. Today, it’s at par

with other power forms and generates just

over 29 GW.

What supports it Government policy

Central and State Governments continue

to make favourable policy announcements,

like the Renewable Generation Obligation

and the Renewable Purchase Obligation.

Technological advancesMore efficient technology is making

wind energy viable in traditionally less

windy States like Madhya Pradesh and

Rajasthan (the first plants were in windier

Andhra Pradesh, Tamil Nadu, Gujarat, and

Karnataka).

Other official initiatives

These include: National Offshore Wind

Energy Policy, Comprehensive Guidelines

for Development of Onshore Wind Power

Projects, UDAY scheme supporting

state electricity boards and Policy for

Repowering of the Wind Power Projects.

Growth estimates The Indian Wind Energy Association has

estimated the on-shore wind energy

potential using current technology to be

300 GW, which indicates many years of

sustainable growth.

(www.inwea.org)

The Ministry of New and Renewable

Energy has pledged to achieve 60 GW of

wind energy capacity by 2022.

(www.mnre.gov.in)

Complementary technologiesWind Solar

How much power? Generates more at night Generates during the day

Resource requirement Land: 1 acre per MW which does not need to be

adjacent but is limited to windy zones

Land: 5 adjacent acres per MW which is less

constrained in certain areas since the sun is more

widespread

Water: Negligible Water: Constant supply

Indigenisation About 70% Most equipment and components are imported

India’s wind energy capacity is around

29 GWaccounting for about 9% of the total energy capacity and about 64% of

the total renewable energy capacity supplied to the national grid. This is

equivalent to reducing carbon emissions by more than 58.56 million tonnes

a year, or planting some 1.76 billion trees.


Solar energy


India’s sunshine advantage India gets solar radiation of

5-7 kWhper sq. m for

300-330 days a year.


SOLAR INSTALLATIONS CONTINUE TO GROW FAST IN INDIA, MAINLY DUE TO A STEEP FALL IN SOLAR MODULE COSTS AND INTEREST RATES, MAKING MORE PROJECTS VIABLE.

Today, solar energy accounts for 73% of

India’s total renewable energy capacity.

Today the country has 9 GW of total

installed solar capacity. In 2016, solar

capacity went up by about 4 GW, the

biggest amount ever.

Recently, aggressive bidding at solar

project auctions brought tariffs down,

making solar energy the cheapest energy

source. The price went from 26.68 cents/

kWh in 2010 to about 10.43 cents/kWh in

2015 and 5.96 cents/kWh or USD 59.62/

MWh in 2016, and has continued to fall

post this report date.

This dramatic fall in solar electricity prices

can be attributed to a number of factors

including:

The opportunity to construct very large

projects which reduces cost through

economies of scale

The global fall in solar equipment prices

(e.g. solar module prices fell 30% in 2016)

Government-backed power purchase

agreements which reduce perceived

offtake risk and lower debt costs

Falling interest rates

The involvement of international firms

with lower cost of capital.

In recent times…

STEEP FALLThe swift decline in module prices improved economics for the projects which were won at record low tariffs last year.

Indian module average selling price Chinese modules

(In $/Watt)

Nov 2015

0.55

0.53

0.50

0.48

0.45

0.43

0.40

0.38

0.35Nov 2016

Source: Mercom Capital Group

0.53

0.49

0.380.36

…and over the years!

CHEAPER ALL THE TIMEFalling panel costs have seen Indian solar producers slash electricity prices.

Solar multi-silicon panel spot price ($.Watt)

Jan 2010

Jan 2011

Jan 2012

Jan 2013

Jan 2014

Jan 2015

Jan 2016

Jan 2017

2.0

1.8

1.6

1.4

1.2

1.0

0.8

0.6

0.4

0.2

Source: PV Insights


What supports it Renewable Purchase Obligation

A national policy which requires offtakers

to purchase a growing portion of their

electricity from renewable sources.

Government policyThe Union Government amended the

National Tariff Policy in 2016 to favour solar

projects. The policy says States must use

solar energy for 8% of their total electricity

requirements, excluding hydroelectricity,

by 2022.

Other official initiativesThese include: the National Solar Mission,

exclusive solar ultra mega power projects,

rooftop projects on government buildings,

a solar bundling scheme, the Canal Bank/

Canal Top scheme, the Viability Gap Funding

scheme, and the Solar Park scheme.

Growth estimatesThe Ministry of New and Renewable

Energy has pledged to achieve 100 GW of

solar energy capacity by 2022. The sector

added 4 GW in 2016 and expects this to

grow to 9 GW in 2017.

Solar energy – soon to be the cheapest everywhere Since 2009, solar energy prices have come down by 62%. Solar energy is already cheaper than coal-based grid energy in some parts of the world. According to Bloomberg New Energy Finance, by 2025, solar could be cheaper than coal virtually everywhere in the world. Technological advances have brought about this industry growth: diamond wire saws can slice wafers more efficiently, and superior cells can generate more electricity each day.

India solar demand forecast

INDIA SOLAR DEMAND FORECAST2011 to 2015 cumulative installation figures reflect large-scale + rooftop installs

F: ForecastAnnual rooftop Annual utility-scaleCumulative Right-hand scale

10,000

8,000

6,000

4,000

2,000

0

50,000

40,000

30,000

20,000

5,000

0

9,500

6

2,000

7,500

2009 2010 2011 2012 2013 2014 2015 2016F 2017F 2018F 2019F 2020F

Solar installations (MW)

Source: Mercom Capital Group

Solar farm costs are shrinking

SOLAR FARM COSTS ARE SHRINKINGThe global weighted average of a utility-scale solar project is set to fall by 84% as component costs continue to decline. $/kilowatt

Module Inverter Racking and mounting OtherOther BoS hardware Installation/EPC/development

5,0004,5004,0003,5003,0002,5002,0001,5001,0005000

Source: Bloomberg

20092010

20112012

20132014

20152016

20172018

20192020

20212022

20232024

2025


Performance of our wind energy projects

WE MEASURE THE PERFORMANCE OF OUR WIND ENERGY PROJECTS BY THEIR AVERAGE ANNUAL PLANT LOAD FACTOR (PLF). THE PLF MEASURES WIND FARM EFFICIENCY. THIS IS CALCULATED BY DIVIDING THE ACTUAL GROSS ELECTRICITY A WIND FARM GENERATES BY THE OUTPUT EXPECTED IF THE WIND FARM HAD OPERATED AT FULL CAPACITY DURING THE SAME PERIOD. WITH A HIGHER PLF, THE WIND FARM’S FIXED COSTS ARE DISTRIBUTED OVER MORE KILOWATT HOURS OF OUTPUT, RESULTING IN A LOWER COST PER UNIT OF ELECTRICITY.

Seasonal wind patterns affect the PLF. A

wind farm will generally generate more

electricity and have a higher PLF during

the high wind season between April

and September than during the low

wind season.

Machine availability and grid availability

also affect the PLF. Machine availability

is the amount of time a wind turbine

generator (WTG) is operational and able

to generate electricity over a specified

period of time. It can be affected by

maintenance and operational failures.

Grid availability is the amount of time

the grid is able to accept electricity

generated by the WTGs over a specified

period of time.

Overall machine availability at new wind

farms is usually lower during the first

few months because the WTGs are often

shut down for checks and adjustments.

Seasonal wind patterns, machine availability and grid availability affect the PLF


Sl. No.

Site LocationCapacity

(MW)2014 MA 2014 GA 2015 MA 2015 GA 2016 MA 2016 GA

1 Mokal Rajasthan 42 97% 93% 96% 97% 96% 97%2 Kaldonger Rajasthan 76 96% 99% 93% 98% 97% 97%3 Bhesada Rajasthan 50 - - 82% 98% 98% 95%4 Nidhi Rajasthan 90 - - - - 93% 91%5 Mahidad Gujarat 25 98% 100% 96% 100% 98% 99%6 Jammanwada Gujarat 53 97% 100% 98% 99% 98% 99%7 Chakla Maharashtra 39 98% 94% 97% 98% 96% 99%8 Sinner Maharashtra 13 96% 100% 93% 99% 97% 100%9 Vajrakarur Andhra Pradesh 63 98% 100% 97% 99% 95% 98%10 Burgula Andhra Pradesh 38 100% 100% 100% 99% 100% 100%11 Pottipodu Andhra Pradesh 105 - - - - 89% 94%12 Aspari Andhra Pradesh 80 - - - - 99% 96%13 Savalsung Karnataka 95 98% 90% 99% 99% 99% 99%14 Nazeerabad Telangana 101 - - - - 87% 98%15 Vagarai Tamil Nadu 101 95% 78% 99% 74% 97% 90%16 Nipanya Madhya Pradesh 30 - - - - 40% 93%

Portfolio 1000 97% 95% 95% 96% 93% 97%

The table below sets out our plant machine availability (MA) and grid availability (GA) for the past three years.


Our new projects

AS OF 31 DECEMBER 2016, WE HAD WON BIDS FOR 21 SOLAR ENERGY PLANTS IN THREE INDIAN STATES – PUNJAB, TELANGANA AND KARNATAKA – WITH A TOTAL CAPACITY OF

480 MW. THE REGULATORY REGIMES IN THESE STATES ARE PARTICULARLY FAVOURABLE FOR THE SOLAR ENERGY INDUSTRY.

We have bid carefully, making sure we win

bids near the higher end of the relevant

tariff bands. Our weighted average tariff

over all 21 projects is 8.47 cents/kWh.

We now have over 200 people working in

our solar business. Building wind projects

and building solar projects share many

similarities, so the move into solar is

actually a cost-effective one.

The map shows where our solar energy

projects are located. In addition to solar

projects, we have 320 MW of wind projects

under construction.

As of 31 December 2016, we had signed PPAs of

480 MW

Punjab

Karnataka19

181314

15

11

12

107

Punjab Projects 2

21

17 98

5

3

6

4

16

2120

TelenganaProjects 16

KarnatakaProjects 3

2

Tamil Nadu

Telengana

AndhraPradesh

1

Solar projects

Wind projects


The table below gives more information about each of our solar projects.

SL. No

Project/ Site StateCapacity in MWs (AC)

Capacity in MWs (DC)

Tariff (Rs/KWH)

PPA Status

1 Bareta Punjab 25.0 26.2 5.97 Signed

2 Bhakara Kalan Punjab 25.0 26.2 5.97 Signed

3 Thimmajipet Telangana 8.0 9.2 5.69 Signed

4 Arvapally Telangana 8.0 9.2 5.72 Signed

5 Gadwal Telangana 15.0 17.2 5.65 Signed

6 Alampur Telangana 11.0 12.6 5.72 Signed

7 Tandur Telangana 15.0 17.2 5.72 Signed

8 Nagarkurnool Telangana 15.0 17.2 5.67 Signed

9 Guntipally Telangana 15.0 17.2 5.72 Signed

10 Thungathurthy Telangana 15.0 17.2 5.72 Signed

11 Chegunta Telangana 15.0 17.2 5.72 Signed

12 Tunki Bollaram Telangana 15.0 17.2 5.71 Signed

13 Shanigaram Telangana 15.0 17.2 5.72 Signed

14 Domakonda Telangana 15.0 17.2 5.72 Signed

15 Reddypet Telangana 15.0 17.2 5.72 Signed

16 Wanaparthy Telangana 50.0 57.5 5.56 Signed

17 KM Pally Telangana 50.0 57.5 5.59 Signed

18 Kamareddy Telangana 50.0 57.5 5.59 Signed

19 Sindagi Karnataka 15.0 17.2 5.44 Signed

20 Hunagund Karnataka 15.0 17.2 5.50 Signed

21 Raibagh Karnataka 15.0 17.2 5.50 Signed

Total 422 480

The table below gives information about each of our wind energy projects under development.

Site Location (State) Proposed Installed Capacity (MW)

Aspari Extension Andhra Pradesh 69.9

Maniyachi Tamil Nadu 250

Total 319.9


Wind resource assessment capability

8States

221Future locations with wind data


The team has analysed dozens of diverse

locations, creating a project pipeline of over

4000 MW.

We have forged alliances with the Indian

Institutes of Technology and Birla Institute of

Technology and Science, Pilani, for sharing

academic knowledge and data relating to the

sector.

The highlights of 2016 Extended wind pattern coverage to Kerala

and Chattisgarh.

Presented three breakthrough papers:

‘Big Data, Artificial Intelligence & Cloud

Computing; a smarter way to manage your

fleet’ Wind Europe breakthrough abstract

2016 Hamburg

‘Wind power forecasting based on WRF and

ANN enhanced with Statistical Capabilities’

Wind Europe breakthrough abstract 2016

Hamburg

‘RNRG #40C Vs Class 1; comparison of

operational characteristics’ Wind Europe

breakthrough abstract 2016 Hamburg

Signed a memorandum of understanding

with the Birla Institute of Technology and

Science, Pilani.

Mytrah is the only independent power producer in India whose research and development in wind energy has ISO certification.

OUR WIND RESOURCE CAPABILITY IS CRUCIAL TO OUR GROWTH – OPERATIONAL AND FINANCIAL. IT’S ESSENTIALLY OUR RESEARCH AND DEVELOPMENT FUNCTION RESPONSIBLE FOR FINDING POTENTIAL PROJECT SITES, LOOKING AT FACTORS LIKE WIND PATTERNS, LAND ACCESSIBILITY, GRID AVAILABILITY, AND LAND COST. WIND RESOURCE ASSESSMENT HELPS US PRIORITISE PROJECTS BASED ON RETURN ON INVESTMENT.


Asset management

97Grid availability

in 2016 (%)*

97.5Machine availability

in 2016 (%)*

* for stabilised plants


We have not only engineers who

handle the technology side, but also

people who deal with commercial and

regulatory issues, IT, data analytics, sector

developments, and finance. We’ve got

an ISO 9001-certified asset management

team of around 80 people. This core

business function can improve our

financial performance through a continued

focus on small improvements.

The technical challenges Managing assets is harder than it may

appear. This is because:

We have a diversified portfolio with

varying technologies spread over a

geographic distance of 2500 km

Assets are located in a range of terrains,

with different weather conditions, and

wind speeds can vary throughout the

year, and from year to year, and

Assets are located at different altitudes,

from 20 metres to 950 metres,

enhancing complexity since wind power

varies with air pressure.

To deal with these challenges, we’ve got

one Central Monitoring Centre, and, at

every site, a plant manager. The centralised

team aggregates data in real time from

150 data points on each wind turbine,

and compares this data with benchmarks.

Any deviations can highlight maintenance

that’s needed, or improvements that could

be made. The teams on the ground carry

out this work.

The operating environment Apart from maintaining our portfolio of

operational assets, the asset management

team looks after the customer side and the

regulatory side of the business. They make

sure every dollar we earn is realised, and

that we keep up with the latest policies

announced by the Central and State

Governments. Where necessary, they work

with the other companies and industry

associations to fulfill these responsibilities.

The next big thing – solarMoving into the solar energy sector brings

new challenges with it. As soon as we took

the decision to make this move, we took

steps to make sure our asset management

team possessed the skills it needed – even

before a solar energy plant had been

commissioned. We’re confident we’re ready

to deal with the technical and regulatory

issues of solar.

Our priorities for 2017 The demands on our asset management

team will grow as we continue to increase

significantly our power generating

capacity, in both wind and solar. We will

continue to develop our data analysis

capabilities so that we can squeeze more

performance from every asset.

OUR WIND ASSETS ARE CURRENTLY MADE UP OF 16 PLANTS SPREAD ACROSS EIGHT STATES. MANAGING THOSE ASSETS ISN’T JUST A MATTER OF DOING MAINTENANCE FROM TIME TO TIME – WE ACTUALLY MONITOR IN REAL TIME THE OPERATING ENVIRONMENT AS WELL AS THE ASSETS THEMSELVES.

The centralised team aggregates data in real time from 150 data points on each wind turbine, and compares this data with benchmarks.


Going above and beyond compliance

Corporate governance

WE BELIEVE IN THE HIGHEST STANDARDS OF CORPORATE GOVERNANCE. THIS GOES BEYOND JUST UPHOLDING THE LAW OF THE LAND. IT MEANS DOING WHAT’S RIGHT AND PROPER TO DO, RATHER THAN JUST WHAT WE HAVE TO DO.

We look to the best governance practices

from around the world. Here are some of

the things we’ve done.

We invested in SAP before we had even

commissioned a wind plant, convinced

it was right to put process before profit.

All our payments are processed through

this system, and checked by the internal

audit team.

We appointed EY (formerly Ernst &

Young) as the co-sourced internal

auditor and KPMG as the external

auditor before we had generated any

revenue.

We put a process in place where all our

employees have to regularly confirm

they’re familiar with our governance

policies and are following them, and

report where this isn’t happening.

We put a process in place for getting

consent before entering into any

transaction that might conflict with our

policies.


Ravi KailasChairman & Nominations Committee Chairman, Mytrah Energy Limited

Chairman, Mytrah Energy (India) Private Limited

Mr Kailas has 26 years of entrepreneurial

experience in telecoms, franchising,

manufacturing, software, infrastructure,

and financial options. He was the founder

of a number of start-up companies,

including Zip Global Network, a telecoms

services company, Xius Technologies, a

telecoms software company, and Altius, a

real estate options company.

He has a Bachelor’s degree in Electronics

and Communication Engineering from

Osmania University, and a Master’s degree

from the Graduate School of Business,

Stanford University.

Rohit PhansalkarNon-Executive Director & Remuneration Committee Chairman, Mytrah Energy Limited

Independent Director, Mytrah Energy (India) Private Limited

Mr Phansalkar is chairman and CEO of RKP

Capital Inc., a US-based merchant banking

boutique.

He was previously chairman and CEO

of Osicom Technologies, an optical

networking company, the co-founder,

Vice Chairman and CEO of Newbridge

Capital, a private equity firm investing in

India, and the head of the Energy Finance

Group at Oppenheimer & Co. He was also

co-head of the Energy Finance Group at

Shearson American Express, Managing

Director of Bear Stearns, and Managing

Director at Oppenheimer & Co.

Mr Phansalkar was the founding Chairman

of The India Fund. He has an MBA from

the Graduate School of Business, Harvard

University.

Russell WallsNon-Executive Director & Audit Committee Chairman, Mytrah Energy Limited

Independent Director & Audit Committee Chairman, Mytrah Energy (India) Private Limited

Mr Walls has a financial background, with

extensive experience as a finance director,

and has worked in a number of sectors.

He is currently non-executive director

of Biocon Limited (healthcare), Signet

Jewellers Limited (retail), and the regulated

holding company for the UK general

insurance business of Aviva (Insurance) plc.

He was previously independent non-

executive Director and Chairman of the

Audit Committee of Aviva (Insurance)

plc, and group Finance Director of

BAA plc (transport), Wellcome plc

(pharmaceuticals), and Coats Viyella

plc (textiles). In addition, he was senior

independent non-executive Director

and Chairman of the audit Committee

of Stagecoach Group plc (transport) and

Hilton Group plc (leisure).

The Directors We have a strong and diverse international

Board of Directors at Mytrah Energy

Limited, which is listed on the Alternative

Investment Market in London, and Mytrah

Energy (India) Private Limited, which is the

wholly-owned Indian operating company.

Under Indian Company Law, Directors

are required to declare that appropriate

financial and compliance processes are in

place and operating effectively.

Our Management Assurance Group helps

the Directors implement governance

policies, while strengthening and

streamlining all our business processes.

The group is ISO 9001:2008-certified for its

internal audit work.

The biographies of all the directors are

given below.


Shirish NavlekarCFO, Mytrah Energy Limited

CFO, Mytrah Energy (India) Private Limited

Mr Navlekar has 34 years of experience in

the infrastructure sector.

He was previously CEO of the power

business of Cairn India Limited, CFO in the

Delhi International Airport, and head of

project finance at GMR. He has also worked

with multinational corporations, including

General Electric, Mirant Asia Pacific Limited,

and Coastal Power Company.

Vikram KailasCEO, Mytrah Energy Limited

Managing Director, Mytrah Energy (India)

Private Limited

Mr Kailas previously worked in the Energy

& Utilities investment banking group at

Credit Suisse in New York, where he was

involved in a number of renewable energy

transactions. Before that, he was associated

with Deloitte Consulting in Hyderabad.

Susan Wallace, FCISCompany Secretary, Mytrah Energy Limited

Ms Wallace is a Fellow of the Institute of Chartered Secretaries and Administrators, and the

author of the institute’s Company Secretary’s Troubleshooter (third edition, June 2012).

She has more than 20 years of experience in the company secretarial and corporate

governance fields.

Before setting up Bruce Wallace Associates with Martha Bruce, she was an Executive

Director of David Venus & Company, where she provided outsourced company secretarial

support and corporate governance advice to a wide range of private and public

companies.

Ms Wallace began her career at several legal and accountancy practices, including

Eversheds and KPMG.

Bob SmithDirector, Mytrah Energy (India) Private Limited

Mr Smith has 26 years of experience in

the energy industry, including 17 years

in oil and gas with BP, and nine years in

renewables.

He leads investor relations at Mytrah.

Milind JoshiNominee Director, Mytrah Energy (India)

Private Limited

Mr Joshi has 21 years of experience in

operations and investments, principally in

the transportation and energy sectors.

He is on the Boards of several infrastructure

companies, and is responsible for the

origination and execution of transactions

at IDFC Alternatives.

Charandeep KaurIndependent Director, Mytrah Energy (India) Private Limited

Ms Kaur is a partner in the Delhi office of Trilegal, and specialises in mergers and acquisitions,

joint ventures, private equity investments, entry strategies, and foreign direct investment.

She is currently secretary of the International Bar Association Women’s Interest Group, and

vice-chair of the Inter Pacific Bar Association Legal Practice Committee.


Our people


OUR PEOPLE ARE THE CORNERSTONE OF OUR SUCCESS. AGAIN AND AGAIN, THEY’VE PROVEN THEY CAN COMPLETE A PROJECT ON TIME AND WITHIN BUDGET, AND MAKE EACH PROJECT MORE PROFITABLE THAN THE LAST. THEIR ABILITY AND COMMITMENT HAVE BROUGHT RESULTS, AND HELPED MYTRAH MAKE A NAME FOR ITSELF IN THE GLOBAL RENEWABLE ENERGY SECTOR.

Initiatives and rewards New management training programmesIn 2016, we put in place improved training

programmes for senior, middle, and first-time

managers.

The senior programme is for those who we

expect to take on top-level leadership roles

in the next couple of years. Ten people took

part in this training during 2016.

The middle programme helps managers

develop their skills further. We recruited

people from prominent Indian business

schools during the year, and they took part in

this training.

The first-time programme is for those who

we’ve promoted to managerial positions for

the first time. It’s designed to give them the

skills and confidence they need to manage a

team.

New collaboration platform We set up a platform during the year where

everyone in Mytrah can share knowledge and

ideas, recognise successes and brainstorm

together.

Options and bonuses We’ve got an employee stock option plan and a

financial bonus scheme to reward performance

and encourage people to stay and do well.

About 15% of the team benefited in 2016.

On-the-spot awards During a collaborative project, or shortly after

it’s completed, one team may recognise the

contribution another team or group of people

has made to the project. The recipients receive

a certificate on the spot, and a cash award.

34

Average age of the team There’s a mix of youth, experience and

expertise at Mytrah. While more than 60%

of us are under the age of 35, the senior

management team has a combined 410

years of experience in the sector.

4.5

Average number of days of training for each person

We give technical and personal skills

training to increase knowledge, develop

creativity and share insights. There are

classroom sessions, workshops and

individual assignments.

92

Retention rate (%)We think this high number speaks for itself.

Our employee retention rate was higher

than the industry average – at the senior

manager level it was nearly 100%.

What gives us the edge


Our approach to Safety, Health and Environment

Sustainability


Keeping standards high We’re committed to fostering harmony

between our business, the communities

where we operate and the environment.

To do this, we’ve developed our own

Environment and Social Management

System, which our lenders have approved.

This system:

Contains a set of management

procedures that deal with the

environmental and social impacts and

risks associated with renewable power

generation

Is implemented, controlled and

managed at the project and asset level,

and governed and monitored by senior

management at the corporate level

Complies with ISO 9001, ISO 14001 and

OHSAS 18001, and

Supports our vision and core values.

Promoting safety We have a ‘nobody gets hurt’ philosophy

– this means our employees and

stakeholders can expect a safe, clean and

healthy working environment all the time.

Our health and safety practices include

full and clear instructions, safe working

methods, and a systematic work permit

system with defined targets (statutory and

voluntary compliance with safety norms).

To date, we’ve conducted more than 20

million ‘safe person’ hours of operations. In

2016, we had 658,536 safe person hours

at five self-development sites, and no

recordable accidents.

Monitoring impacts on the environment Wind and solar plants generate few

pollutants. But there are certain other

considerations, like noise, water, ambient

air quality, and shadow flicker. We monitor

these regularly to make sure they’re within

the limits allowed.

Our wind farms across India currently

prevent the release of more than 1,608,800

tonnes of carbon dioxide into the

atmosphere each year.

To date, we’ve conducted more than 20 million ‘safe person’ hours of operations. In 2016, we had 658,536 safe person hours at five self-development sites, and no recordable accidents.


Making a difference through corporate social responsibility

Sustainability


Our responsibilityAt Mytrah, community engagement is

intrinsic to our holistic approach of making

the world a better place to live in.

Our approachMytrah plays the role of a catalyst in

promoting comprehensive development

by facilitating participatory community

development with an enduring impact.

The Company’s role is that of an

empowerment and collaboration agent.

Our strategyMytrah engages with communities as

a priority; it embarks on result-oriented

projects/programmes guided by

need-based analyses and stakeholder

consultation. Mytrah undertakes or

supports CSR initiatives beyond its

immediate geographies of presence in

addition to affirmative action in matters of

national importance based on community

needs and exigent circumstances (natural

disasters).

The Company’s CSR engagement covers

four areas:

Development skills and promoting

entrepreneurship

Undertaking WASH (water, sanitation

and hygiene) initiatives

Sport promotion

Forging collaborations and partnerships


Improving lives and livelihood

On-going initiativesLink Volunteers Project: The Link

Volunteers is a partnership project with

Banerjee & Luke Foundation in Borabanda,

an aggregation of Hyderabad slums. The

objectives:

Improve knowledge and skills of 100

Link Volunteers to enhance slum

healthcare services

Establish early diagnosis, collect

epidemiological data from slums

related to hypertension and diabetes to

facilitate proactive intervention

Create viable primary healthcare

management associations through

collaborative efforts between non-

government and government

organisations

Replicate/expand the project; influence

the State’s healthcare policies

Swachh Bharat Sanitation Project: This

partnership project with the Government

of Andhra Pradesh contributes to the

State’s SWACHH Bharat programme

through the construction of 112

household toilets in Guntur district. In

addition to financial support, the Company

also monitors toilet construction and

upkeep. Two villages that have enjoyed the

Company’s support have been declared

‘Open Defecation Free’ by the Government

authorities.

Art for Social Cause - Kala Mytrah Project: An Art for Social Cause-Art Camp

was conducted in line with Mytrah’s

understanding of art and culture catalyzing

social development. Paintings were

contributed by renowned Indian artists.

The proceeds from sales were invested

in project Kala Mytrah. The project (in

collaboration with UNICEF) provides

technical support. Mahita, an NGO based

in Hyderabad with over 20 years of work

experience in social development, is

executing the project.

Training of the adolescent girl – Kala Mytrah Project: This project, driven by

Mytrah, is conducted in collaboration with

UNICEF to provide education and life-skills

to adolescent girls (age group 14-19 years)

and school drop-outs. The project is being

managed by Mahita.


Initiatives in 2016The focus was to provide rural livelihood

opportunities in the areas of the

Company’s presence. The Company

enhanced livelihoods of 807 individuals.

Farmer-produce organisation: This project

(managed by BAIF Development Research

Foundation) collects and sells farmer

produce without intermediaries, enhancing

ease and realisations. These centers also

provide farmers with hired implements and

inputs that enhance output.

Fodder purchase: Mytrah created a rural

livelihood opportunity by incentivising

the growing of high-yield fodder in Pargi

district, which touched 46 farmers.

Integrated livestock development: Mytrah collaborated with BAIF

Development Research Foundation to

undertake artificial cattle insemination in

Pargi and Savalsang, which is expected to

increase milk output and incomes.

Skill building and Entrepreneurship Development Project: This partnership

project with BAIF Development Research

Foundation is the outcome of a survey

conducted in Ranga Reddy district of

Telangana state and Vijayapur district of

Karnataka state. The project promotes

livelihood opportunities through

skill building and entrepreneurship

development. A group of 20 individuals

were selected and trained in Government

institutes to enhance employability.

Mytrah also collaborated with partners to

implement such projects in neighbouring

districts.

School sanitation: The Company

collaborated with Sri Parameswari

Educational Society, an NGO dedicated

to cleanliness in 45 Government schools

(Guntur district). Groups within the school

monitored and sustained the health and

sanitation drive.

Clean water infrastructure: A study

undertaken by Fiinivation, a Delhi-based

specialist in Vajrakarur, Aspari and Jaisalmer

districts, highlighted the need for clean

water sources. The team collaborated with

gram panchayats to establish and operate

reverse osmosis plants in respective

areas. The Company commissioned

RO plants with UV filtration facility in 7

areas. The plant was operated through

a card, ensuring clean water for every

neighbourhood family.


Support for sport


Initiative in 2016Mytrah Energy, through the Mytrah

Foundation, partnered the Gopichand

Foundation to fund the annual training

of about 30-35 athletes. This is a coach-

led, athlete-centric initiative wherein

the funding from Mytrah will be used

to cover various costs incurred by

athletes including boarding, food and

dietary supplements, emoluments of the

coaches and support staff, equipment,

competition and training-related travel

and other requirements to raise their

game to globally competitive levels.

Mr. Abhishek Kumar Sharma, cyclist, engaged in a mission to cycle 20,000 km across India to promote the Swachh Bharat initiative, was supported by Mytrah to complete the 3900 km leg from Hyderabad to New Delhi.

Ms. Arunima Sinha’s (first Indian woman amputee to climb Mount Everest) Sports Academy for disabled children was supported by Mytrah.


Making the business strong and sustainable

Risk management

DURING A CORPORATE’S JOURNEY FROM A FLEDGLING TO AN INDUSTRY LEADER, ITS RISK PROFILE CHANGES – FROM ONE OF SURVIVING THE DAY-TO-DAY TRAVAILS TO ONE OF SUSTAINING ITS POSITION. THE SAME HOLDS TRUE AT MYTRAH, ONE OF INDIA’S LEADING I.P.P. PLAYER IN THE RENEWABLE ENERGY SPACE. RISK MANAGEMENT AT MYTRAH IS AN INTEGRAL PART OF THE BUSINESS MODEL, MODERATING ADVERSE RISK IMPACT ON OBJECTIVES.

Operational de-risking

Revenue visibility: All of

the electricity produced

by Mytrah’s wind and solar

plants is sold under long-

term contracts to stable

counter-parties.

To reduce the reliance on

any one system, Mytrah has a

range of contract structures

and counterparties.

Cutting-edge technology: Mytrah augmented its

operational flexibility by

sourcing wind turbines and

other ancillary equipment

from large, dependable and

diversified vendors, ensuring

adaptability across different

downstream needs, terrains

and wind patterns on the

one hand and enhancing

margins on the other.

Pervasive presence: To

manage natural variability,

characteristic of renewable

energy generation, Mytrah

has diversified its activities

from a geographical

perspective, by installing

wind energy assets across

16 locations in 8 Indian

states. The Company’s wind

presence will continue to

expand to new locations,

and the addition of solar to

the portfolio provides further

diversification into the future.

Growth de-risking

Capacity enhancement: Mytrah added 417 MW of

wind power capacity against an envisaged addition

of 200 MW in 2016. A strong and mature team,

supported by well-established operating procedures,

is the key to managing continued delivery.

New technology: The addition of a large-scale solar

project portfolio creates new delivery risks which

have been managed by creating a substantial and

experienced solar team.


Management de-risking

Knowledge capital: The

Company has accorded

significant important to

enhancing knowledge

capital within the

organisation. In addition

to specific training

programmes for a select

group of individuals, it has

institutionalised a training

calendar that provides

training to every employee

(in excess of four person

days) on technical and

behavioural skills.

Team strength: The

Company added more than

100 people at the junior

and middle management

levels – an infusion of youth,

experience and expertise –

to strengthen the capability

matrix of the team. This will

help in managing business

growth over the coming

years seamlessly.

Management capabilities: The Company is focused

on creating its leadership

pipeline which promises to

take the Company forward

over the coming years.

For this, the Company

has identified a group of

star performers who have

been put through a Talent

Management Programme

for strengthening their

business management skill.

This is followed by a planned

rotation across all key

functions for a year to fast-

track the individual’s growth

towards leadership roles

within the organisation.

Leveraging automation: Mytrah is making

significant investments in business process

automation. This facilitates accurate and disciplined

business operations in a cost-effective manner.

The result of these initiatives is reflected in an important reality: Mytrah has rapidly acquired

a pan-Indian personality even while it is relatively

young.


Principal activities and review of businessThe principle activities of the Group are developing, owning and

operating renewable energy assets in India. A detailed review of the

business is set out in the Chairman’s Statement on page 13.

Business reviewThe Company is required by the Companies (Guernsey) Law 2008 to

include a Business Review in this report. The information that fulfils

the requirements of the Business Review can be found on page 15,

which are incorporated in this report by reference.

Results and dividendsThe Group posted profit after tax of USD (4.60)m for the year ended

31 December 2016 (31 December 2015: USD 0.39m) on a turnover of

USD 362.23m (31 December 2015: USD 74.72m) and EBITDA of USD

128.13m (31 December 2015: USD 65.2m). At 31 December 2016

the Group had cash and bank balances including liquid investments

of USD 55.87m (31 December 2015: USD 98.86m). The Directors do

not recommend the payment of a dividend for the current year (31

December 2015: USD nil).

Capital structureAs at 31 December 2016 the Company had an issued share capital

of 163,636,000 ordinary shares with no par value (refer note 29). The

Company has one class of ordinary shares, which carry no right to

fixed income. Each share carries the right to one vote at general

meetings of the Company. There are no specific restrictions on

the size of a holding nor on the transfer of shares, which are both

governed by the general provisions of the Articles of Incorporation

and prevailing legislation. The directors are not aware of any

agreements between holders of the Company’s shares that may

result in restrictions on transfers or on voting rights.

Details of options granted to directors are set out on page 110 in

note 38 and information about the employee share schemes are set

out in note 38 of the consolidated financial statements.

No person has any special rights of control over the Company’s

share capital and all issued shares are fully paid.

Directors’ Report

DirectorThe directors, who served throughout the year were as follows:

Name Age Position Date of Appointment

Ravi Kailas 51 Chairman and CEO 13 August 2010

Rohit Phansalkar 72 Non-Executive Director 13 August 2010

Russell Walls 72 Non-Executive Director 4 November 2011

The Directors present their report, together with the audited financial statements for the year ended 31 December 2016. The information in

the Chairman’s Statement, the Business Review, the Directors’ Profiles, the Corporate Governance Report and the Directors’ Responsibilities

Statement form part of the Directors’ Report. These together contain certain forward looking statements and forecasts with respect to the

financial condition, results, operations and business of Mytrah Energy Limited which may involve risk and uncertainty because they relate

to events and depend upon circumstances that will occur in the future. There are a number of factors that could cause actual results or

developments to differ materially from those expressed or implied by these forward looking statements and forecasts. Nothing in this Annual

Report to shareholders should be construed as a profit forecast.

The Board has a breadth of experience relevant to the Group at

its current stage of development and the Directors believe that

any changes to the Board’s composition can be managed without

undue disruption. The biographical profiles of the Directors can be

found on page 41. The Company’s Articles of Incorporation require

that all Directors are subject to re-election by shareholders at the

first Annual General Meeting following their initial appointment,

and at each Annual General Meeting one-third of the Directors

retire by rotation. The Board has voluntarily adopted the relevant

provisions of the UK Corporate Governance Code regarding annual

re-election of directors and will all offer themselves for re-election

by shareholders at the 2017 Annual General Meeting.

To strengthen the governance of the Company, and taking note of

the Quoted Companies Alliance Corporate Governance Guidelines

for Smaller Quoted Companies (“QCA Guidelines”), on 9 August

2016 the Board approved two senior non board appointments;

Statutory Reports


Mr Vikram Kailas was appointed Chief Executive Officer and Mr

Shirish Navlekar was appointed Chief Financial Officer.

Directors’ interestsDetails of the share interests of the Directors, their service contracts

and terms of appointment are shown in the Remuneration Report.

Directors’ indemnity and insuranceThe Company provides an indemnity to all its Directors with respect

to liabilities arising from the fulfilment (or lack thereof ) of their

duties as Directors. The Company also has in place liability insurance

covering the Directors. Both the indemnity and insurance were in

force during the year ended 31 December 2016.

Substantial shareholdersOn 25 April 2017, the substantial shareholders of the company

holding 3% or more of the 163,636,000 Ordinary Shares in issue

were identified as follows:

The Raksha Trust* 94,751,030 57.9%

Esrano Overseas Ltd 24,000,000 14.7%

Capital Research Global

Investors12,272,700 7.5%

Henderson Global Investors 8,543,269 5.2%

Premier Asset Managers 5,350,000 3.3%

* The Raksha Trust is a jersey based discretionary trust settled by

Ravi Kailas, the Chairman and CEO of the Company, of which he

and some of his family members and also a philanthropic trust are

discretionary beneficiaries.

Acquisition of the Company’s own sharesThe Company did not acquire any of its shares during the year

ended 31 December 2016 (year ended 31 December2015: nil).

Statement of Directors’ responsibilities in respect of the Annual Report and the consolidated financial statementsThe Directors are responsible for preparing the Annual Report and

the financial statements in accordance with applicable law and

regulations.

The Directors have elected to prepare the consolidated financial

statements in accordance with International Financial Reporting

Standards (‘IFRS’) as adopted by the European Union. The

consolidated financial statements are required to give a true and fair

view of the state of affairs of the Group and of the profit or loss of

the Group for the year.

In preparing those consolidated financial statements, the Directors

are required to:

Select suitable accounting policies and then apply them

consistently;

Make judgments and estimates that are reasonable and prudent;

State whether applicable accounting standards have been

followed, subject to any material departures being disclosed and

explained in the consolidated financial statements; and

Prepare the consolidated financial statements on the going

concern basis unless it is inappropriate to presume that the Group

will continue in business.

The Directors confirm that they have complied with the above

requirements in preparing the annual consolidated financial

statements. The Directors are responsible for keeping proper

accounting records that disclose with reasonable accuracy at

any time the financial position of the Group and enable them to

ensure that the consolidated financial statements comply with

the Companies (Guernsey) Law 2008. They are also responsible for

safeguarding the assets of the Group and hence for taking steps to

prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of

the corporate and financial information included in the Company’s

website.

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

that:

The Group financial statements prepared in accordance with IFRS

as adopted by the European Union give a true and fair view of the

assets, liabilities, financial position and profit of the Group; and

The Business Review includes a fair review of the development

and performance of the business and the position of the Group,

together with a description of the principle risks and uncertainties

that it faces.

Disclosure of information to auditorsEach Director has responsibility for ensuring that, as far as he is

aware, there is no relevant audit information of which the auditors

are unaware, and that he has taken all the steps that he ought to

have taken to make himself aware of any relevant information that

is relevant to the preparation of the auditors’ report and to establish

that the Group’s auditors are aware of that information.

AuditorsThe Auditors, KPMG Audit LLC, were appointed at the Annual

General Meeting held on 15 June 2016. A resolution concerning the

re-appointment of KPMG Audit LLC as Auditors will be proposed at

the 2017 Annual General Meeting.

By order of the Board

Susan WallaceCompany Secretary

Registered Office:Ground Floor, Dorey Court, Admiral Park,

St Peter Port, Guernsey, GY1 2HT

Registered in Guernsey with registered number 52284

Dated: 08 June 2017


The Board embraces the high standards of corporate governance

contained in the QCA Guidelines and, where relevant, the UK

Corporate Governance Code issued by the Financial Reporting

Council. In respect to the QCA Guidelines, as at the date of this

report the Group was compliant.

The Board continually reviews its governance arrangements. during the year:

An annual Internal Audit Plan was approved and adopted for the

Group’s subsidiaries in India (where the principle operations of the

Group are undertaken). The internal assurance group along with the

external advisers were appointed to conduct regular assessments

on internal and external regulatory and legislative issues pertinent

to the Group, such as compliance with Land Procurement and

Land Laws, EHS compliance, entity level fraud risk management

framework and balance of plant operations. These assessments are

reviewed by the MEL Audit Committee on a quarterly basis;

As part of the Annual Internal Audit Plan, the Internal Auditors

conducted periodic fraud and corruption and risk assessment audit

reviews and reported their findings on a quarterly basis to the Audit

Committee which, in turn, made recommendations to the Board

where appropriate;

The Board approved and implemented a new Disclosure Policy

and updated and approved the Company’s Code on Share Dealing,

in line with the changes made to the AIM Rules following the

implementation of the EU Market Abuse Regime, effective from 3

July 2016. The Board and its Committees reviewed their terms of

references, to ensure they continued to be in line with best practice

and corporate governance guidelines.

The Board maintained a responsibilities’ statement setting out the

roles and responsibilities of the Board Chairman and CEO and the

Senior Independent Director. In line with best practice, the Board

made the current terms of reference for each Board Committee

available on the Investor Relations’ section of the corporate website.

The BoardCompositionThe composition of the Board is shown on page 41. It is considered

that a smaller number of directors allow the Board to work more

effectively and increase the speed and efficiency of decision

making at MEL, given that the majority of operational decisions are

actually made at the Board of the wholly owned subsidiary, Mytrah

Energy (India) Private Ltd (MEIPL). The Directors of MEL, along with

a number of others, are also Directors of MEIPL. The non board

appointments of Mr Vikram Kailas CEO and Mr Shirish Navlekar CFO,

both directors of MEIPL, strengthens the executive managerial team

and enables efficient dissemination of managerial information and

reporting, allowing the Board to make the optimum strategical and

financial decisions in the best interests of the Group’s stakeholders.

The role and operations of the BoardThe role of the Board is to ensure delivery of the business strategy

and long-term shareholder value. The general obligations of the

Board and the roles and responsibilities of the Chairman, the CEO

and Senior Independent Director are set out in a formal Board

responsibilities statement approved by the Board. The Board fulfils

its role by approving the annual operating plan and monitoring

business performance throughout the year. The Board held four

formal scheduled Board meetings during the financial year and in

addition held a number of unscheduled ad-hoc meetings, typically

by conference call. There is in place a schedule of matters reserved

for Board approval.

The Board have approved an annual Board calendar setting out the

dates, location and standing agenda items for each formal scheduled

Board and Committee meeting and scheduled Board calls. Board

papers are circulated to Directors in advance of scheduled and

unscheduled meetings, which are of an appropriate quality to

enable the Directors to fulfil their obligations and adequately

monitor the performance of the business. Directors who are unable

to attend a meeting are expected to provide their comments to the

Chairman, the CEO, Senior Independent Director or the Company

Secretary as appropriate. The Board also receive management

information on a regular basis which sets out the performance of

the business. The CEO and CFO are invited to attend all scheduled

Board meetings and where appropriate they will also attend the

Audit Committee meetings.

During the year, the topics subject to Board discussion at formal scheduled Board meetings included:

Business strategy and Annual Operating Plan;

Investor relations;

Financial and operational performance;

Project updates;

Market and competitor reports;

Corporate Governance Report

Statutory Reports


Acquisitions and Group structure changes;

Financing activities and facility agreements;

Industry regulatory and compliance developments;

Related party transactions;

Approval of Annual and Half-Year Reports;

The EU Market Abuse Regulations;

Share options

Risk and internal controls

Attendance at scheduled Board Meetings during the year is shown below:

Director

Formal Scheduled Board Meetings during the year ended

31 December 2016

Maximum Possible

Attendance

Meetings Attended

Ravi Kailas 4 1

Rohit Phansalkar 4 4

Russell Walls 4 4

Board balance and independence Following an annual formal review by the Board undertaken in

December 2015, taking into account all relevant factors as set out in

the QCA Guidelines and UK Corporate Governance Code, the Board

considers Rohit Phansalkar and Russell Walls to be independent in

character and judgment.

Whilst the Board does not have a Chairman who was deemed

independent on appointment, the Board consists of one

executive director and two independent non-executive directors.

Consequently, over half the Board is comprised of independent

non-executive directors to ensure that no individual or small group

of individuals can dominate the Board’s decision taking.

Senior Independent Director Russell Walls is the Senior Independent Director. He is available to

investors to discuss governance issues or should there be matters of

concern that have not, or cannot, be addressed through the normal

channels of communication with the Chairman or the CEO. Russell

Walls is also available to act as an intermediary between Directors,

if required, and to act as a sounding board for the Chairman and

the CEO.

Advice, insurance and indemnities All Directors have access to the services of the Company Secretary

and may take independent professional advice at the Company’s

expense in conducting their duties. The Company provides

indemnity insurance cover for its Directors and officers, which is

reviewed and renewed annually.

ConflictsConsideration of Directors’ interests is a standing agenda item at

each formal scheduled Board meeting. Each Director is required to

disclose any actual or potential conflicts of interest and a register of

Directors’ interests is maintained by the Company Secretary. If there

is a conflict of interest or a matter relating to a particular Director

or a related party transaction, then the Board understands that the

relevant Director shall excuse themselves from the discussion.

Board evaluationA formal and rigorous evaluation of the performance and

effectiveness of the Board and its Committees was undertaken in Q4

2015 and was coordinated by the Company Secretary. The review

focussed on important factors such as; internal communications,

risk management, succession and committee structures and

internal and external stakeholder communications. The review

gave the Board an opportunity to identify a small number of areas

of corporate governance matters that were addressed in 2016.

Throughout the year the Board has continued to review and assess

all policies and practices throughout the organisation to comply

with the highest standard of corporate governance best practice.

The Board considers each year whether the review should be

conducted by an independent third party and in 2016 a Board

Evaluation was not conducted.

Board developmentAll new Directors appointed to the Board receive a comprehensive

on-going structured training and development programme. Russell

Walls and Rohit Phansalkar visited the Hyderabad Office a number

of times during the year, where they had a structured programme

of both formal and informal meetings with senior management. The

Company’s NOMAD is invited to attend a Board meeting each year

to update the Board on its general duties and current best practice

governance issues.

Reappointment of Directors at the Annual General MeetingThe Company’s Articles of Incorporation require all new Directors to

submit themselves for re-election by shareholders in their first year

following appointment. The Company’s Articles of Incorporation

also require all Directors to submit themselves for re-election at least

every three years if they wish to continue to serve on the Board and

are considered by the board to be eligible.

It is deemed best practice in the UK for the boards of FTSE350

listed companies to annually submit themselves for re-election by

shareholders. The Board has decided to voluntarily comply with

this provision of the UK Corporate Governance Code and annually

submit themselves for re-election at the Annual General Meeting.

Relations with investors Throughout the year, Ravi Kailas and Bob Smith, a Director of Mytrah

Energy (India) Private Limited, met regularly with shareholders and

their views were reported back to the Board. Mr Kailas and Mr Smith

also participated in a number of targeted investor roadshows and

roundtables, video interviews with Proactive Investors as well as

ad hoc meetings and presentations with investors, brokers and

bankers. This allowed all Directors to develop a good understanding

of the shareholders’ needs and expectations and in turn for the


shareholders to appreciate the opportunities and constraints faced

by the Group. Consideration of investor relations issues is a standing

agenda item at each formal scheduled Board meeting.

The Company produces an Annual Report which is available on the

investor relations section of the Company’s website and distributed

to those shareholders who have requested to continue to receive

hard copies. The Annual Report also contains information on the

Group, copies of Board Committee terms of references and market

announcements.

The Board ensures that financial reporting and operational updates

are communicated to the market on a timely basis and give an

accurate and balanced assessment of the business. The Company’s

share dealing policy sets out how the Directors meet their

obligations under the AIM rules in this regard and how the advisers

are involved in the market communications process coordinated by

the Company Secretary.

Board committeesThe terms of reference of the Board Committees set out below are

all available in the corporate governance section of the Company’s

website at www.mytrah.com.

NominationMembershipSince November 2012, the Nomination Committee is chaired by

Ravi Kailas and its other members are Rohit Phansalkar and Russell

Walls. The Committee formally met once during the year to review

Board and Committee composition. The Committee has a calendar

of activities for the year.

Attendance at scheduled Committee Meetings during the year is

shown below:

DirectorMaximum Possible

AttendanceMeetings Attended

Ravi Kailas 1 1


Russell Walls 1 1

ResponsibilitiesThe key responsibilities of the Committee are:-

I. Recommending Director nominees to the Board;

II. Recommending Committee chairs and membership to the

Board and Committees;

III. When appropriate, taking into account the current stage of the

Company’s development, reviewing succession plans for the

Board and Committees;

IV. Making recommendations to the Board in respect of the re-

appointment of any non-executive Director at the conclusion

of their specified term of office taking into account their

performance and their contribution together with the

knowledge, skills, leadership and experience requirements of

the Board and Committees; and

V. Regularly reviewing the structure, size and composition

(including the balance of skills, knowledge and experience)

required for the Board.

RemunerationFull information on the composition, role, operation and meeting

attendance of the Remuneration Committee is set out in the

Remuneration Report on page 61.

AuditMembershipSince November 2012, the Audit Committee is chaired by Russell

Walls and its other member is Rohit Phansalkar. Russell Walls is

considered by the Board to have recent and relevant financial

experience.

The Committee has a calendar of activities agreed each year. Senior

management, the external auditors and a representative of the out-

sourced internal audit service providers, (Ernst & Young), may attend

meetings at the request of the Committee. Ravi Kailas has a standing

invite to attend all meetings and receive all meeting materials.


shown below. Additional ad-hoc meetings by conference call were

also held during the year.




Russell Walls 3 3

ResponsibilitiesThe key responsibilities of the Committee are:

I. Monitoring the integrity of financial statements, including

approving any material changes in accounting policy, reviewing

the financial statements, and any market announcements

relating to the Group’s financial performance;

II. Reviewing the integrity of internal financial control and risk

management systems and codes of corporate conduct and

ethics and any published statements regarding these systems

and codes;

III. Making recommendations to the Board regarding the

engagement of the external auditors, approving their terms

of engagement, monitoring their objectivity and performance

and setting policy regarding the provision of non-audit services

by the external auditors;

IV. Reviewing the plan, scope and results of the annual audit,

the external auditors’ letter of comments and management’s

response thereto; and

V. Receiving reports from internal audit relating to risk control and

management’s response to internal audit review findings.

During the year, the topics subject to Committee discussion at

formal scheduled Board meetings included:

Receipt and consideration of reports from the external auditors

regarding the scope and findings of their audit of the annual report

and review of the half year report;

Statutory Reports


Recommendation of the annual report and half-year report to the

Board for approval, together with the management representation

letter and audit fees;

Review of audit and non-audit related fees paid to the external

auditors and monitoring the independence of the external auditors;

Receipt and consideration of reports from the internal auditors

and management’s responses to their findings; and

Review and consideration of accounting treatment policy

changes in line with industry practice, as recommended by external

auditors.

To ensure the objectivity and independence of the external auditors,

any service provided by the external auditors must be approved in

accordance with the Group’s policy on auditor independence and

the provision of non-audit services, which is consistent with the UK

Auditing Practices Board’s ethical standards for auditors.

The external auditor is only selected to provide non-audit services if

they are well placed to provide the required service at a competitive

cost and the Committee is satisfied that the assignment will not

impair their objectivity. In accordance with relevant professional

standards, the external auditors have confirmed their independence

as auditors in a letter to the Directors. Details of fees paid to the

external auditors for both audit and non-audit services are given in

the note 9 to the financial statements.

Internal controlThe Board is responsible for ensuring the Group has effective and

sound systems of internal controls, which are designed to manage,

but not eliminate, the risk of failure to achieve business objectives

and provide reasonable, but not absolute, assurance against

material misstatements and loss. The day-to-day management and

monitoring of the Group’s systems of internal control is delegated

to the Management Committee, comprising the Chairman, Chief

Executive and Chief Financial Officer.

The Management Committee ensures that the Group’s risk

management framework and control culture are embedded within

the business, and to that end, during the year the Management

Committee ensured that each employee undertook training on

the Group Code of Conduct. The Executive Director and senior

management provides assurance to the Board, through the Audit

Committee, that risks are monitored, appropriately escalated and

managed within the risk appetite of the Board.

The systems of internal control are designed to cover all business,

financial, reputational and legal risks of the Group and are embedded

within the day to day operations of the Group.

The financial reporting controls in place are designed to maintain

proper accounting records and provide reasonable assurance

concerning the accuracy and integrity of financial information

reported both internally and externally. The financial reporting

controls are monitored on a monthly basis by internal audit and are

reported on a monthly basis to the Management Committee and

on a quarterly basis to the Audit Committee.

Effectiveness of the identification and evaluation of business risk

and the mitigation provided by controls are assessed on an annual

basis by each business area. This annual review is coordinated by

the internal auditors and reported to the Management Committee

for review and challenge before ultimately being reported to the

Audit Committee. This risk and control assessment process forms a

key part of the annual internal audit plan and links to the Board’s

assessment of the key risks and the overall effectiveness of internal

controls.

In accordance with the QCA Guidelines and UK Corporate

Governance Code and best practice guidance for directors on

internal controls issued by the Financial Reporting Council, the

Board, with the advice of the Audit Committee, has reviewed

the effectiveness of the systems of internal control for the year

to 31 December 2016. As part of this review, the Board received

assurances from the Chairman, the Chief Executive Officer and the

Chief Financial Officer of Mytrah Energy Limited that the Directors

Responsibilities Statement on page 57 is founded on a sound

system of risk management and internal controls and that the

systems of internal controls are operating effectively in all material

respects in relation to reporting financial risks and the mitigation of

material business risks.

Relationship agreementThe Company, Mirabaud (the Company’s co-broker), Strand Hanson

and certain shareholders, namely, Bindu Urja Capital Inc, Bindu Urja

Investments Inc, Bindu Urja Holdings Inc, Ravi Kailas, Sila Energy

Inc and Esrano Overseas Limited (the ‘Shareholders’) entered into

a relationship agreement on 4th October 2010 whereby those

Shareholders undertake to the Company and Strand Hanson, inter

alia, not to exercise their voting rights to take control of the Board

and to conduct all transactions and relationships between them

(and any of their associates or concert parties) and the Company

on terms which allow the Company to carry on its business

independently, at arm’s length and on a normal commercial basis.

The agreement remains in force for so long as such Shareholders,

their associates and concert parties together control, directly or

indirectly, more than 30% of the voting rights of the Company.

Going concernThe Directors have considered the net current assets of USD 33.78m

of the Group at 31 December 2016, the Group’s cash position and

forecast cash flows for 18 months period from the date of these

consolidated financial statements. The Directors also continue

to monitor the cash flows from time to time including the short

term and long term liquidity position. At the balance sheet date,

the Company has adequate unused long term credit facilities to

cover it’s capital commitments. The Directors have a reasonable

expectation that the Group has adequate resources to continue

its operational existence for a foreseeable future and thus adopt

going concern basis of accounting in preparing these consolidated

financial statements.

Remuneration reportThis report describes the Group’s overall remuneration policy and


gives details of the compensation arrangements for Directors for

the year to 31 December 2016.

The remuneration committeeMembershipSince November 2012, the Remuneration Committee is chaired by

Rohit Phansalkar and its other member is Russell Walls. A calendar of

activities for the Committee for the year has been agreed.

Senior management attend meetings at the request of the

Committee and recuse themselves from discussions and decisions

taken by the Remuneration Committee in respect of their own

remuneration.


shown below. Additional ad-hoc meetings by conference call were

also held during the year.




Russell Walls 1 1

Role and responsibilitiesThe Remuneration Committee determines and agrees with the Board

the broad policy for the remuneration of the Group’s employees, as

well as reviewing the ongoing appropriateness and relevance of the

Group’s remuneration policy, ensuring that it is structured in a way

that aligns reward with performance, shareholder interests and the

long-term interests of the business.

The key responsibilities of the Committee are: -

i. Determining the total individual remuneration packages,

including pension arrangements, of the Executive director and

senior management.

ii. Reviewing and approving share incentive plans and non-

material changes to them;

iii. Approving and determining targets for performance-related

pay schemes, including the annual discretionary bonus scheme;

iv. Reviewing and approving the scope of any termination

payments and severance terms for Executive directors, ensuring

that contractual terms on termination and any payments made

are fair to the individual and the Company, that failure is not

rewarded and that the duty to mitigate loss is fully recognised.

The full terms of reference of the Remuneration Committee are

available on the Company’s website (www.mytrah.com) and on

request from the Company Secretary.

The Committee has access to the advice and views of the Chairman

and the Chief Executive as well as the use of external consultants, if

required. No external consultants were engaged by the Committee

during the period.

Remuneration policyThe Board considers that appropriate remuneration policies are

a key driver of performance and a central element of corporate

strategy. The Group remuneration policy aims to: -

provide market competitive total compensation;

motivate, retain and promote individual and corporate

outperformance;

differentiate on merit and performance;

emphasise variable performance-driven remuneration;

ensure adherence to the Group’s Code of Conduct;

align senior management with shareholders’ interests; and

deliver clarity, transparency and fairness of process.

The Group remuneration policy has a strong focus on variable

compensation as the Board believes that the interests of the

business, shareholders and employees are best served by containing

fixed remuneration costs and maximising the proportion of total

remuneration that is directly performance related.

Element Structure Purpose Performance Measure

Basic Salary Fixed Base salary for the role Annual performance review

Other benefits Fixed Benefits in kind Subject to market comparable view

Annual Bonus Variable Executives and senior management

bonuses are determined by the

Remuneration Committee taking

into account the performance of the

business, individual performance and

market comparatives

Committee discretion, taking into account:

Delivery of the Annual Operating Plan

Performance against agreed KPIs

Overall financial performance of the Group

Market comparables

Any other factor deemed relevant by the

Committee

Share Option Grants Variable Share awards aim to align total

remuneration with the growth of the

business and shareholder value

Market comparables and individual

performance. Annual awards are not envisaged

by the Remuneration Committee

Statutory Reports


Basic salarySalaries are reviewed annually for the Executive Director, CEO and

CFO.

Annual bonusAt the discretion of the Committee, the Executive Director, CEO

and CFO may receive a cash bonus based on industry comparative

measures, management performance and potential company

growth and are generally paid in May each year. The Committee

has the discretion and flexibility to take into account other factors

in determining any bonus. Each element of the reward package

supports the achievement of key business measures and rewards

outperformance.

Mytrah share option schemeThe Company has a The Mytrah Energy Employee Cashless Stock

Option Scheme. This scheme enable participants to acquire shares

at an option price fixed at the time of grant. A participant may

receive one or several awards of stock options.

Benefits and benefits in kindThe Chairman is contractually entitled to a lump-sum life assurance

benefit and private healthcare medical insurance, car and housing

allowances. The Chairman does not have any pension entitlements.

The Directors, both executive and non-executive, also benefit from

indemnity arrangements in respect of their services as Directors,

and from Directors’ and Officers’ indemnity insurance.

Directors’ service contractsThe Chairman has a service agreement with the Company, which is

terminable by either party on not less than 12 months’ notice. There

are no provisions for remuneration payable on early termination.

Non-Executive DirectorsThe remuneration of the non-executive Directors is determined

by the Executive Director. The non-executive Directors serve the

Company under formal letters of appointment that are terminable

on six month’s written notice which sets out their role, obligations

as a director and the expected time commitment required. It is

the Company’s policy that the non-executive Directors have been

granted options to align the interests of non-executive Directors

with shareholders. Such awards are approximate in value on grant

with one year’s fees and, in compliance with the QCA Guidelines, are

not subject to performance conditions.

The Group share dealing code requires non-executive Directors to

hold shares acquired through the exercise of options throughout

their tenure (other than to the extent of paying taxes related to the

exercise of an option).

During the year, the annual fee payable to each nonexecutive

Director was £45,000 per annum. An additional fee of £10,000 is

payable in respect to the chairmanship of a Board committee and

£5,000 in respect to the Senior Independent Director role.

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

10%

20%

40%

30%

MYTRAH ENERGYAIM ALL-Share Index

0%

-10%

-20%

-30%

-40%

-50%Mar-16 May-16 Jul-16 Sep-16 Nov-16 Jan-17 Mar-17


Director’s interests in share awardsAs at 31 December 2016, the Directors held the following share options (refer to note 38 of the consolidated financial statement for more

detail):

Name Date of grant* New GrantsExercise price per

share (pence)

Executive Director

Ravi Kailas** 13 May 2016 4,999,989 0.1p

5,225,000 0.1p

Non-Executive Directors

Rohit Phansalkar 13 May 2016 82,500 0.1p

Russell Walls 13 May 2016 82,500 0.1p

*All options were cancelled and new options were granted at a reduced exercise price of 0.1p on 13 May 2016.

** The share options granted to Mr Ravi Kailas were transferred to the Raksha Trust, a Jersey based discretionary trust settled by Mr Ravi Kailas

of which he and some of his family members and also a philanthropic trust are discretionary beneficiaries.

Director’s emoluments and compensation (audited)Directors’ remuneration for the year ended 31 December 2016 was as follows:

Name Year ended 31 December 2016 (USD) Year ended 31 December 2015 (USD)

Executive

Ravi Kailas 1,459,020 1,258,490

Non-Executive

Rohit Phansalkar 74,536 84,056

Russell Walls 81,312 91,698

Total 1,614,868 1,434,244

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

Directors’ share interests (audited)The interests of the Directors in shares of the company as at 31 December 2016 are shown below

Ordinary Shares held at 31 December 2015

Executive Director

Ravi Kailas 94,751,030*

Non-Executive Directors

Rohit Phansalkar 7000

Russell Walls 30,000

* 94,751,030 shares are held by R&H Trust Co (Jersey) Limited (the “Trustee”) as trustee of The Raksha Trust (the “Trust”), a Jersey based

discretionary trust settled by Mr. Kailas, of which he and some of his family members and also a philanthropic trust are discretionary

beneficiaries.

Approved and signed on behalf of the Board

Rohit PhansalkarRemuneration Committee Chairman

Statutory Reports


Financial section


Financial Statements


Independent Auditor’s Report

We have audited the Group financial statements (the “consolidated

financial statements”) of Mytrah Energy Limited (the “Company”)

and its subsidiaries (together the “Group”) for the year ended

31 December 2016 which comprise the Consolidated Income

Statement, Consolidated Statement of Other Comprehensive

Income, Consolidated Statement of Financial Position, Consolidated

Statement of Changes in Equity , Consolidated Statement of Cash

Flows and the related notes to the consolidated financial statements.

The financial reporting framework that has been applied in their

preparation is applicable law and International Financial Reporting

Standards (IFRSs) as adopted by the European Union.

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

in accordance with Section 262 of the Companies (Guernsey) Law,

2008. Our audit work has been undertaken so that we might state to

the Company’s members those matters we are required to state to

them in an auditor’s report and for no other purpose. To the fullest

extent permitted by law, we do not accept or assume responsibility

to anyone other than the Company and the Company’s members

as a body, for our audit work, for this report, or for the opinions we

have formed.

Respective responsibilities of Directors and auditorAs explained more fully in the Directors’ Responsibilities Statement as

set out on page 57, the Directors are responsible for the preparation

of the financial statements and for being satisfied that they give

a true and fair view. Our responsibility is to audit, and express an

opinion on, the Group financial statements in accordance with

applicable law and International Standards on Auditing (UK and

Ireland). Those standards require us to comply with the Auditing

Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the financial statementsAn audit involves obtaining evidence about the amounts and

disclosures in the financial statements sufficient to give reasonable

assurance that the financial statements are free from material

misstatement, whether caused by fraud or error. This includes an

assessment of: whether the accounting policies are appropriate to

the Group’s circumstances and have been consistently applied and

adequately disclosed; the reasonableness of significant accounting

estimates made by the Directors; and the overall presentation of

the financial statements. In addition, we read all the financial and

non-financial information in the annual report to identify material

inconsistencies with the audited financial statements. If we become

aware of any apparent material misstatements or inconsistencies

we consider the implications for our report.

Opinion on financial statementsIn our opinion the Group financial statements:

• giveatrueandfairviewofthestateoftheGroup’saffairsasat

31 December 2016 and of its loss for the year then ended;

• have been properly prepared in accordance with IFRS as

adopted by the European Union; and

• havebeenprepared inaccordancewith the requirementsof

the Companies (Guernsey) Law, 2008.

Matters on which we are required to report by exceptionWe have nothing to report in respect of the following matters where

the Companies (Guernsey) Law, 2008 requires us to report to you if,

in our opinion:

• properaccountingrecordshavenotbeenkept;or

• the financial statements are not in agreement with the

accounting records; or

• wehavenotreceivedalltheinformationandexplanationswe

require for our audit.

KPMG Audit LLC

Chartered Accountants

Heritage Court,

41 Athol Street

08 June 2017 Douglas, Isle of Man

To

The members of



Consolidated statement of other comprehensive income for the year ended 31 December 2016

Consolidated income statement for the year ended 31 December 2016

NoteYear ended

31 December 2016Year ended

31 December 2015

USD USD

Continuing operations

Revenue 6 362,232,072 74,719,666

Other operating income 6 6,221,785 881,589

Construction Cost (224,672,249) -

Employee benefits expense 7 (2,656,137) (2,398,525)

Other expenses 8 (12,994,790) (7,280,624)

Earnings before interest, tax, depreciation and amortisation (EBITDA)

128,130,681 65,922,106

Depreciation and amortisation charge 15 & 16 (47,422,935) (16,403,741)

Equity settled employee benefits 38 (2,990,421) (641,188)

Operating profit 77,717,325 48,877,177

Finance income 10 4,933,555 3,347,383

Finance costs 11 (81,843,197) (51,221,870)

Other finance costs on refinancing 12 (6,386,413) (541,185)

Net finance costs (83,296,055) (48,415,672)

(Loss) / Profit before tax (5,578,730) 461,505

Income tax expense 13 976,277 (80,763)

(Loss)/ Profit for the year from continuing operations (4,602,453) 380,742

(Loss)/ Profit attributable to

-Owners of the Company (4,086,048) 1,162,991

-Non-controlling interest (516,405) (782,249)

Loss / Earnings per share

Basic 14 (0.02497) 0.00711

Diluted 14 (0.02497) 0.00711

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



USD USD

(Loss) / Profit for the year (4,602,453) 380,742

Other comprehensive income / (loss)

a) Items that will never be reclassified to profit and loss

Actuarial gain/ (loss) on employment benefit obligations (note 32d) 189,424 (283,309)

b) Items that may be reclassified to profit or loss

Change in fair value of available-for-sale financial assets (note 32c) (462,900) 355,167

Foreign currency translation adjustments (note 32a) (916,189) (3,510,858)

Other comprehensive loss (1,189,665) (3,439,000)

Total comprehensive loss (5,792,118) (3,058,258)

Total comprehensive loss attributable to

- Owners of the Company (5,275,713) (2,276,009)

- Non-controlling interest (516,405) (782,249)




Consolidated statement of financial position as at 31 December 2016

NoteAs at

31 December 2016As at

31 December 2015

USD USD

AssetsNon-current assetsIntangible assets 15 440,884,000 195,248

Property, plant and equipment 16 597,218,572 779,930,202

Other non-current assets 17 31,183,297 33,697,599

Other investments 18 344,355 2,055,483

Deferred tax assets 19 8,347,337 5,744,587

Total non-current assets 1,077,977,561 821,623,119

Current assetsTrade receivables 20 52,491,512 17,487,165

Other current assets 21 21,463,598 10,986,956

Current investments 22 10,700,833 43,384,798

Cash and bank balances 23 45,172,919 55,577,280

Total current assets 129,828,862 127,436,199

Total assets 1,207,806,423 949,059,318

LiabilitiesCurrent liabilitiesBorrowings 24 68,976,071 49,764,216

Finance lease obligations 25 218,208 101,165

Trade and other payables 27 26,389,922 23,130,462

Retirement benefit obligations 28 47,103 33,035

Current tax liabilities 13 414,987 3,176,482

Total current liabilities 96,046,291 76,205,360

Non-current liabilitiesBorrowings 24 876,121,830 624,433,184

Finance lease obligations 25 11,797,678 6,316,717

Derivative financial instruments 26 3,375,881 3,429,381

Other payables 27 79,505,674 114,422,081

Retirement benefit obligations 28 526,652 298,615

Total non-current liabilities 971,327,715 748,899,978

Total liabilities 1,067,374,006 825,105,338

Net assets 140,432,417 123,953,980

EquityShare capital 29 72,858,278 72,858,278

Capital contribution 30 16,721,636 16,721,636

Retained earnings 31 1,139,870 9,767,315

Other reserves 32 (20,432,502) (26,098,232)

Equity attributable to owners of the Company 70,287,282 73,248,997

Non-controlling interests 33 70,145,135 50,704,983

Total equity 140,432,417 123,953,980

These consolidated financial statements were approved by the Board of Directors and authorised for release on 08 June 2017.

Signed on behalf of the Board of Directors by:

Ravi Kailas Russell WallsChairman Director



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Consolidated statement of cash flow for the year ended 31 December 2016



USD USD

Cash flows from operating activities

(Loss) / profit before tax (5,578,731) 461,505

Adjustments:

Depreciation and amortisation charge 47,422,935 16,403,741

Interest on bank deposits (2,155,159) (1,237,561)

Finance lease income (527,781) (421,815)

Finance costs including other finance costs on refinancing 88,229,610 51,763,055

Loss on derivative financial instruments 31,900 220,985

Gain on disposal of current investments (2,185,775) (1,796,093)

Profit on sale of property, plant and equipment (16,738) (3,770)

Equity settled employees benefits 2,990,421 641,188

Advanceswrittenoff 424,142 -

Provision of trade receivables 101,010 225,991

Changes in working capital:

Trade receivables and accrued income (44,083,220) (320,766)

Other assets (2,711,621) (2,697,290)

Trade and other payables (2,912,442) 12,522,231

Cash generated from operating activities 79,028,551 75,761,401

Taxes paid (net) (4,509,861) (1,117,253)

Net cash generated from operating activities 74,518,690 74,644,148

Cash flows from investing activities

Purchase of property, plant & equipment and intangible assets (342,959,017) (162,676,708)

Redemption / (investment) in mutual funds (net) 33,669,617 (31,758,406)

Acquisition of business, net of cash acquired - (314,229)

Redemption /(deposits) placed with banks (net) 18,418,171 (43,046,142)

Interest income on bank deposits 2,204,121 1,176,577

Net cash used in investing activities (288,667,108) (236,618,908)

Cash flows from financing activities

Dividends to Series A CCPS holders including tax thereon (2,511,609) -

Buy back of non-controlling interest and taxes thereon (4,643,260) (2,455,569)

Proceeds from issue of shares to non-controlling interest 23,083,339 77,556

Purchase of shares from non-controlling interest - (3,378,980)

Payment under finance lease obligations (1,993,090) (895,783)

Proceeds from borrowings 639,679,649 317,085,724

Proceeds from issue of non-convertible bonds - 53,710,035

Repayment of borrowings (348,946,823) (128,289,905)

Interest paid (82,942,718) (73,128,253)

Net cash generated from finance activities 221,725,488 162,724,825

Net increase /(decrease) in cash and cash equivalents 7,577,070 750,065

Cash and cash equivalents at beginning of the year 5,910,786 5,423,092

Effectofexchangeratesoncashandcashequivalents (186,861) (262,371)

Cash and cash equivalents at end of the year (note 23) 13,300,995 5,910,786



1. General information

Mytrah Energy Limited (“MEL” or the “Company” or the “Parent Company”) is a non-cellular company liability limited by shares incorporated

on 13 August 2010 under the Companies (Guernsey) Law, 2008 and is listed on AIM of the London Stock Exchange. The address of

the registered office is PO Box 156, Frances House, Sir William Place, St Peter Port, Guernsey, GY1 4EU. Mytrah Energy Limited has the

following subsidiary undertakings, (together the “Group” or the “Company”), all of which are directly or indirectly held by the Company,

for which consolidated financial statements have been prepared, as set out below:

Subsidiaries Country of incorporation or residence

Date of Incorporation

Proportion of ownership interest / voting power

Activity

31 December 2016

31 December 2015

USD USD

Bindu Vayu (Mauritius) Limited (“BVML”) Mauritius 15 June 2010 100.00 100.00 Investment company

Mytrah Energy (Singapore) Pte. Ltd (“MESPL”) Singapore 16 August 2013 100.00 100.00 Investment company

Cygnus Capital (Singapore) Pte. Ltd (“CCSPL”)1 Singapore 19 March 2014 - 100.00 Refer Note 1

Mytrah Energy Capital Pte. Ltd (“MECPL”)1 Singapore 10 April 2014 - 100.00 Refer Note 1

Mytrah Energy (India) Private Limited (“MEIPL”) (formerly ‘Mytrah Energy (India) Limited’)

India 12 November 2009

99.99 99.99 Operating company

Bindu Vayu Urja Private Limited (“BVUPL”) India 5 January 2011 100.00 100.00 Operating company

Mytrah Vayu Urja Private Limited (“MVUPL”) India 24 November 2011


Mytrah Vayu (Pennar) Private Limited (“MVPPL”) India 21 December 2011


Mytrah Vayu (Gujarat) Private Limited (“MVGPL”) India 24 December 2011


Mytrah Engineering & Infrastructure Private Limited (“ME&IPL”)

India 29 March 2012 100.00 100.00 Operating company

Mytrah Engineering Private Limited (“MEPL”) India 30 March 2012 100.00 100.00 Operating company

Mytrah Vayu (Krishna) Private Limited (“MVKPL”) India 18 June 2012 100.00 100.00 Operating company

Mytrah Vayu (Manjira) Private Limited (“MVMPL”) India 18 June 2012 70.49 72.97 Operating company

Mytrah Vayu (Bhima) Private Limited (“MVBPL”) India 22 June 2012 100.00 100.00 Investment company

Mytrah Vayu (Indravati) Private Limited (“MVIPL”) India 22 June 2012 100.00 100.00 Operating company

Mytrah Power (India) Limited (“MPIL”) India 12 September 2013


Mytrah Vayu (Godavari) Private Limited (“MVGoPL”) India 21 February 2014 100.00 100.00 Operating company

Mytrah Tejas Power Private Limited (“MTPPL”) India 22 August 2014


Mytrah Vayu (Som) Private Limited (“MVSPL”) India 30 March 2015


Mytrah Vayu (Tungabhadra) Private Limited (“MVTPL”)

India 30 March 2015


Mytrah Aadhya Power Private Limited (“MADPPL”) India 16 July 2015 99.90 100.00 Operating company

Nidhi Wind Farms Private Limited (“NWFPL”) 2 India 16 July 2010 100.00 100.00 Operating company

Mytrah Aakash Power Private Limited (“MAKPPL”) India 09 September 2015


Notes to the consolidated financial statements for the year ended 31 December 2016



Subsidiaries Country of incorporation or residence

Date of Incorporation

Proportion of ownership interest / voting power

Activity

31 December 2016

31 December 2015

USD USD

Mytrah Agriya Power Private Limited (“MAGRPPL”) India 04 January 2016

100.00 - Operating company

Mytrah Abhinav Power Private Limited (“MABHPPL”)

India 04 January 2016


Mytrah Adarsh Power Private Limited (“MADAPPL”) India 04 January 2016


Mytrah Advaith Power Private Limited (“MADVPPL”) India 04 January 2016


Mytrah Akshaya Energy Private Limited (“MAKEPL”) India 02 June 2016


Mytrah Ainesh Power Private Limitted (“MAIPPL”) India 10 June 2016


Mytrah Bhannuj Power Private Limited (“MBHAPPL”)

India 29 July 2016


Mytrah Bhagiratha Power Private Limited (“MBHGPPL”)

India 01 August 2016


Mytrah Vayu (Arkavati) Private Limited (“MVARPL”) India 23 September 2016


Mytrah Vayu (Hemavati) Private Limited (“MVHPL”) India 05 October 2016 100.00 - Operating company

Mytrah Vayu (Narmada) Private Limited (“MVNPL”) India 25 October 2016


1WoundoffagainstapplicationbytheGrouptoconcernedauthoritywitheffectfrom02January2016.2 Acquired by the Group on 01 August 2015.

The principal activity of the Group is to operate Wind Energy Farms and Solar Power Plants as a leading independent power producer

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

2. Adoption of new and revised accounting standards and interpretations

2.1 New and amended standards adopted during the year The Group has adopted the following new standards and amendments, including any consequential amendments to other

standards with date of initial application of 01 January 2016:

Standard or interpretation Effective for reporting periods starting on or after

IFRS 14 Regulatory Deferral Accounts Annual periods beginning on or after 01 January 2016

Accounting for Acquisitions of Interests in Joint Operations

(Amendments to IFRS 11)

Annual periods beginning on or after 01 January 2016

Clarification of Acceptable Methods of Depreciation and Amortisation

(Amendments to IAS 16 and IAS 38)


Agriculture: Bearer Plants (Amendments to IAS 16 and IAS 41) Annual periods beginning on or after 01 January 2016

Equity Method in Separate Financial Statements (Amendments to IAS 27) Annual periods beginning on or after 01 January 2016

Annual Improvements to IFRSs 2012–2014 Cycle – various standards Annual periods beginning on or after 01 January 2016

Investment Entities: Applying the Consolidated Exception

(Amendments to IFRS 10, IFRS 12 and IAS 28)


Disclosure Initiative (Amendments to IAS 1) Annual periods beginning on or after 01 January 2016

Based on the Group’s current business model and accounting policies the adoption of these standards or interpretations did not

have a material impact on the consolidated financial statements of the Group.



2. Adoption of new and revised accounting standards and interpretations (continued)

2.2 New standards and interpretations not yet adopted: At the date of authorisation of these consolidated financial statements, the following standards and interpretations, have not been

appliedinthesefinancialstatements,wereinissuebutnotyeteffective.TheGroupisintheprocessofevaluatingtheimpactofthe

following new standards on its consolidated financial statements.

IFRS 9 Financial instruments

IFRS 9, published in July 2014, replaces the existing guidance in IAS 39 Financial Instruments: Recognition and Measurement. IFRS

9 includes revised guidance on the classification and measurement of financial instruments, including a new expected credit loss

model for calculating impairment on financial assets, and the new general hedge accounting requirements. It also carries forward

theguidanceonrecognitionandderecognitionoffinancialinstrumentsfromIAS39.IFRS9iseffectiveforannualreportingperiods

beginning on or after 01 January 2018, with early adoption period.

IFRS 15 Revenue from Contracts with Customers

IFRS 15 establishes a comprehensive framework for determining whether, how much and when revenue is recognised. It replaces

existing revenue recognition guidance, including IAS 18 Revenue, IAS 11 Construction Contracts and IFRIC 13 Customer Loyalty

Programmes.IFRS15iseffectiveforannualreportingperiodsbeginningonorafter01January2018,withearlyadoptionpermitted.

IFRS 16 Leases

In January 2016, the IASB issued a new standard, IFRS 16, ‘Leases’. The new standard brings most leases on-balance sheet for

lessees under a single model, eliminating the distinction between operating and finance leases. Lessor accounting, however,

remains largely unchanged and the distinction between operating and finance leases is retained. IFRS 16 supersedes IAS 17, ‘Leases’,

andrelatedinterpretationsandiseffectiveforactualperiodbeginningonafter01January2019,notyetendorsedbyEuropean

Union(EU). Earlier adoption of IFRS 16 is permitted if IFRS 15, ‘Revenue from Contracts with Customers’, has also been applied.

At the date of authorisation of these financial statements, the following Standards and relevant Interpretations, have not been

appliedinthesefinancialstatementsandwereeffectivefortheactualperiodbeginningonorafterthebelowmentionedrespective

dates, but not yet endorsed by EU.

IASB effective date Standard EU effective date

01 January 2017 Disclosure initiative (Amendments to IAS 7) Not yet endorsed

01 January 2017 Recognition of Deferred Tax Assets for Unrealised Losses (Amendment to IAS 12) Not yet endorsed

01 January 2017 Annual Improvement’s to IFRSs 2014-2016 Cycle (Amendments to IFRS 12 Disclosure

of interest in Other Entities)

Not yet endorsed

01 January 2018 Classification and Measurement of Share-based Payment Transactions (Amendments

to IFRS 2)

Not yet endorsed

01 January 2018 Applying IFRS 9 Financial instruments with IFRS 4 Insurance contracts (Amendments

to IFRS 4)

Not yet endorsed

01 January 2018 Annual improvement’s to IFRSs 2014-2016 Cycle (Amendments to IFRS 1 First-time

Adoption of IFRSs and IAS 28 Investment in Associates and Joint Ventures)

Not yet endorsed

01 January 2018 IFRIC 22 Foreign Currency Transactions and Advance consideration Not yet endorsed

3. Significant accounting policies

The Group accounting policies are summarized below:

3.1 Basis of accounting These financial statements comprise of the consolidated statement of financial position, consolidated income statement,

consolidated statement of other comprehensive income, consolidated statement of changes in equity, consolidated statement of cash flows, significant accounting policies and notes to the accounts (together referred as the “consolidated financial statements”).

These consolidated financial statements have been prepared in accordance with International Financial Reporting Standard and its interpretations as adopted by the European Union (EU) (‘IFRS’).

The consolidated financial statements have been prepared on the historical cost basis, except for the following material items in the statement of financial position. Historical cost is generally based on the fair value of the consideration given in exchange for assets.




3. Significant accounting policies (continued)

3.1 Basis of accounting (continued)

a) Derivative financial instruments are measured at fair value;

b) Available-for-sale financial assets are measured at fair value;

c) Long termborrowings,exceptobligationsunderfinance leaseswhicharemeasuredatamortisedcostusing theeffectiveinterest rate method;

d) Share based payment expenses are measured at fair value; and

e) Net employee benefit (asset) / liability that is measured based on actuarial valuation.

TheDirectorshavetakenadvantageof theexemptionofferedbySection244(5)of theCompanies (Guernsey)Law,2008frompreparation of standalone financial statements of the Company as the Company is preparing and presenting consolidated financial statements for the financial year ended 31 December 2016.

The accounting policies set out below have been applied consistently to all years and presented in these consolidated financial statements.

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

(its subsidiaries) up to 31 December each year. Control is achieved where the Company has the power to govern the financial and operating policies of an investee entity so as to obtain benefits from its activities. All intra-group transactions, balances, income and expenses are eliminated on consolidation. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control is ceased.

Non-controlling interests in subsidiaries are identified separately from the Group’s equity therein. The interests of non-controlling shareholders may be initially measured either at fair value or at the non-controlling interests’ proportionate share of the fair value of the acquiree’s identifiable net assets. The choice of measurement basis is made on the acquiree’s identifiable net asset basis. Subsequent to acquisition, the carrying amount of non-controlling interest is the amount of those interests at initial recognition plus the non-controlling interests’ share of subsequent changes in equity.

The Group builds solar and wind power plants under public-to-private Service Concession Arrangements (SCAs), and the same are treated as Intangible assets and gains/ losses arising from construction / development services, (where work is sub-contracted within the Group) are treated as realized and not eliminated on consolidation.

3.3 Going concern The Directors have considered the financial position of the Group, its cash position and forecast cash flows for the 18 months’ period

from the date of these consolidated financial statements. The Directors have, at the time of approving the consolidated financial statements, a reasonable expectation that the Group has adequate resources to continue its operational existence for a foreseeable future. Thus they continue to adopt the going concern basis of accounting in preparing these consolidated financial statements. Further details are contained in the Directors Report.

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

statements will be used by international investors and other stakeholders as the Company’s shares are listed on AIM. The functional currency of the parent company is Pound Sterling (“GBP”). The functional currency of all the subsidiaries is Indian Rupee (INR), except for BVML and MESPL, which are determined as USD. These financial statements are presented in US dollars (USD).

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

Exchangedifferencesonmonetaryitemsarerecognisedinincomestatementintheyear.Forthepurposesofpresentingconsolidatedfinancial statements, the assets and liabilities of the Group’s foreign operations are translated into US dollars (USD) using exchange rates prevailing at the end of each reporting year. Income and expense items are translated at the average exchange rates for the



The following exchange rates were used to translate the GBP financial information into USD:

31 December 2016 31 December 2015Closing rate 67.8080 66.1261

Average rate for the year 67.0887 64.0387

31 December 2016 31 December 2015Closing rate 1.2336 1.4802

Average rate for the year 1.3552 1.5283

3.5 Revenue recognition Revenue is recognised when it is probable that future economic benefits will flow to the Group and these benefits can be measured

reliably.

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

of units supplied in accordance with joint meter readings undertaken on a monthly basis by representatives of the buyer and the Group at rates stated in the contract or as applicable, net of any actual or expected trade discounts. Electricity generated from the last bill cycle date to the end of the period/ year are recognized as unbilled revenue and are billed in subsequent period on actualization basis as per the terms of contractual arrangements.

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

relevant programme has taken place or if the eligibility criteria is met under the Indian Renewable Energy Development Agency Limited - Generation Based Incentive scheme.

Sale of Renewable Energy Certificates (RECs) Revenue from sale of RECs is recognised after registration of the project with central and state government authorities, generation

of power and execution of a contract for sale through recognised exchanges in India.

Sale of Verified Carbon Units (VCUs) and Certified Emission Reductions (CERs) Revenue from sale of VCUs/CERs is recognized after registration of the project with United Nations Framework Convention on

Climate Change (UNFCCC), generation of emission reductions and on execution of a firm contract of sale and billing to the customers.

Interest income Interestincomeisrecognisedasitaccruesusingtheeffectiveinterestratemethod.

Construction Revenue from Service Concession Arrangements Revenue related to construction under a service concession arrangement is recognised based on the stage of completion of the

work performed, consistent with the accounting policy on recognising revenue on construction contracts. Operation or Service revenue is recognised in the period in which services are provided by the Group.

Contract expenses are recognized as incurred unless they create an asset related to future contract activity. An expected loss on a contract is recognised immediately in profit or loss.

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

a party to the contractual provisions of the instrument.

Non-derivative financial assets

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

year, unless exchange rates fluctuate significantly during that year, in which case the exchange rates at the dates of the transactions areused.Exchangedifferencesarising,ifany,arerecognisedinothercomprehensiveincomeandaccumulatedinequity.

The following exchange rates were used to translate the INR financial information into USD:


3.4 Foreign currencies (continued)




whose terms require delivery of the financial asset within the timeframe established by the market concerned, and are initially

measured at fair value, plus transaction costs.

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

•Loansandreceivables

•Financialassetsatfairvaluethroughprofitorloss

•Available-for-salefinancialassets

•Held-to-maturityinvestments

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

Financial assets are categorised as current assets if they are expected to be settled within 12 months otherwise they are classified

as non-current.

Effective interest rate method

Theeffectiveinterestratemethodisamethodofcalculatingtheamortisedcostofafinancialassetheldatamortisedcostandof

allocatinginterestincomeovertherelevantyear.Theeffectiveinterestrateistheratethatexactlydiscountsestimatedfuturecash

receipts(includingallfeesandpointspaidorreceivedthatformanintegralpartoftheeffectiveinterestrate,transactioncostsand

other premiums or discounts) through the expected life of the debt instrument, or (where appropriate) a shorter year, to the net

carrying amount on initial recognition.

Loans and receivables (including cash and bank balances)

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

active market are classified as ‘loans and receivables’. Loans and receivables are initially recognised at fair value plus any directly

attributablecosts.Subsequenttoinitialrecognitiontheyaremeasuredatamortisedcostusingtheeffectiveinterestmethod,less

any impairment.

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

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

Deposits with banks and financial institutions maturing after 12 months from the date of balance sheet have been classified under

non-current assets as ‘other investments’.

Financial assets at fair value through profit and loss

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

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

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

attributable costs are recognised in profit and loss as incurred.

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

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

value plus any attributable transaction costs. Subsequent to initial recognition they are measured at fair value with changes in fair

value being recognised in other comprehensive income and accumulated in fair value reserve with the exception of impairment

losses,interestcalculatedusingtheeffectiveinterestmethodandforeignexchangegainsandlossesonmonetaryassets,whichare

recognised directly in the income statement.

Held-to-maturity investments (“HTM”)

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

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

maturity.Held-to-maturityinvestmentsaresubsequentlymeasuredatamortisedcostusingtheeffectiveinterestmethod.Gains

and losses are recognised in the consolidated statement of comprehensive income when the investments are derecognised or

impaired, as well as through the amortisation process.

Impairment of financial assets

Financial assets are assessed for indicators of impairment at the end of each reporting year. Financial assets are considered to be


3.6 Financial instruments (continued)



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

financialasset,theestimatedfuturecashflowsoftheinvestmenthavebeenaffected.

Forfinancialassetscarriedatamortisedcost,theamountoftheimpairmentlossrecognisedisthedifferencebetweentheasset’s

carryingamountandthepresentvalueofestimatedfuturecashflows,discountedatthefinancialasset’soriginaleffectiveinterest

rate.

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

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

considereduncollectible,itiswrittenoffagainsttheallowanceaccount.Subsequentrecoveriesofamountspreviouslywrittenoff

are credited. Changes in the carrying amount of the allowance account are recognised in the consolidated income statement.

Impairment of available-for-sale

Impairment losses on available-for-sale financial assets are recognised by classifying the losses accumulated in the fair value

reservetoprofitor loss.Theamountreclassified is thedifferencebetweentheacquisitioncost (netofanyprincipal repayment

and amortisation) and the current fair value, less any impairment loss previously recognized in profit or loss. If the fair value of an

impaired available-for-sale debt security subsequently increases and the increase can be related objectively to an event occurring

after the impairment loss was recognized, then the impairment loss is reversed through profit or loss, otherwise, it is reversed

through Other Comprehensive Income.

Derecognition of financial assets

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

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

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

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

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

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

Non-derivative financial liabilities

Non-derivative financial liabilities are initially recognised at fair value less any directly attributable costs. Subsequent to initial

recognition,theseliabilitiesaremeasuredatamortisedcostusingeffectiveinterestmethod.

Equity instruments

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

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

Compound instruments

The component parts of compound instruments issued by the Group are classified separately as financial liabilities and equity in

accordance with the substance of the contractual arrangement. At the date of issue, the fair value of the liability component is

estimated using the prevailing market interest rate for a similar non-convertible instrument. Subsequent to initial recognition the

liabilitycomponentofcompoundfinancialinstrumentismeasuredatamortisedcostusingeffectiveinterestmethod.Theequity

component is determined by deducting the amount of the liability component from the fair value of the compound instrument as

awhole.Thisisrecognisedandincludedinequity,netofincometaxeffects,andisnotsubsequentlyremeasured.

Financial liabilities

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

theeffectiveinterestmethod.

Theeffectiveinterestmethodisamethodofcalculatingtheamortisedcostofafinancialliabilityandofallocatinginterestexpense

overtherelevantyear.Theeffectiveinterestrateistheratethatexactlydiscountsestimatedfuturecashpayments(includingall

feesandpointspaidorreceivedthatformanintegralpartoftheeffectiveinterestrate,transactioncostsandotherpremiumsor

discounts) through the expected life of the financial liability, or (where appropriate) a shorter period, to the net carrying amount on

initial recognition.






Derecognition of financial liabilities

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

Embedded derivatives

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

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

profit and loss.

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

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

12 months.

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

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

shares and the Company has an option to settle in cash when the non-controlling shareholders exercise the options. Accordingly,

the compulsorily convertible preference shares held by the non-controlling interest (NCI) shareholders are classified as equity and

the related put options are accounted for as derivative liabilities under IAS 39 at fair value with changes therein recognised in profit

and loss.

3.7 Property, plant and equipment Recognition and measurement

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

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

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

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

of materials, direct labour and any other costs directly attributable to bringing the asset to a working condition for its intended use,

and the costs of dismantling and removing the items and restoring the site on which they are located. Advances paid in respect of

work that is yet to be executed is classified as a capital advance within other non-current assets in the consolidated statement of

financial position.

Wherepartsofanitemofproperty,plantandequipmenthavedifferentusefullives,theyareaccountedforasseparateitems(major

components) of property, plant and equipment.

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

the future economic benefits embedded within the part will flow to the Group and its cost can be measured reliably. The cost of

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

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

with the carrying amount of property, plant and equipment and are recognised in the consolidated income statement.

Borrowing costs

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

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

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

earned on the temporary investment of specific borrowings pending their expenditure on qualifying assets is deducted from the

borrowing costs eligible for capitalisation.

In respect of an intangible asset, borrowing costs attributable to the construction of power plants are capitalised up to the date of

commercial operations date (COD). All borrowing costs subsequent to the COD are charged to the Income Statement in the year in

which such costs are incurred.

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





Depreciation

Depreciationisprovidedtowriteoffthecostofproperty,plantandequipmentovertheirestimatedusefullivesaftertakinginto

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

Furniture and fittings 5 years

Office equipment 3-5 years Computers 4 years Vehicles 5 years Plant and machinery 5-50 years Buildings 20 years

Lease acquisition costs, leasehold improvements and leased assets are depreciated over the primary period of the lease or estimated useful lives of the assets, whichever is less. Assets under construction are not depreciated, as they are not available for use.

The depreciation methods, useful lives and residual value, are reviewed at each reporting date and adjusted prospectively, if appropriate. The Group adopted component accounting of depreciation for the plant and machinery class of the property, plant and equipment.

During the year, Management has re-assessed and revised the estimated useful lives to the Wind Turbine Generators (WTG’s) based on experience and technical evaluation. The Company also revised the residual value between 0 - 10% (previous year: 20%) of the cost, in order to reflect the actual usage of the assets. The revised useful lives of the components of plant and machinery or WTGs are as follows:

Component of plant Revised useful life Prior year useful life Nacelles and its parts 15 years 25 years

Rotor blades 15 years 30 years

Tubular towers and Civil works – Tower 50 years 50 years

Transformers 25 years 25 years

Final testing and commissioning 15 years 25 years

Electrical works and Civil works – Others 10 years 50 years

Power evacuation 20 years 20 years

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

indicationthatthoseassetshavesufferedanimpairmentloss.Iftherecoverableamountofanassetisestimatedtobelessthanitscarrying amount, the carrying amount of the asset is reduced to its recoverable amount. An impairment loss is recognised as an expense immediately. The recoverable amount of an asset is the greater of its value in use and fair value less cost to sell. Value in use is based on the estimated future cash flows, discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and risks specific to the asset.

3.8 Intangible assets The Group has identified the following intangible assets. a) Service Concession Arrangements (SCA) b) Software

Service Concession Arrangements Under the SCAs, where the Group has received the right to charge the State Electricity Utilities (Grantor), such rights are recognised

and classified as “Intangible Assets”. Such right is not an unconditional right to receive consideration because the amounts are contingent to the extent the Grantor uses the services and thus are recognised and classified as intangible assets.

Software Software that are acquired by the Group and have finite useful lives are measured at costs less accumulated amortization and

accumulated impairment losses.

Amortisation The amortization method used is selected on the basis of the expected pattern of consumption of the expected future economic


3.7 Property, plant and equipment (continued)




benefits embodied in the asset, and is applied consistently from period to period, unless there is a change in the expected pattern of consumption of those future economic benefits. The Group determined that the amortisation method that reflects appropriately the expected pattern of consumption of the expected future economic benefits is correlated with the amortisation of the asset base.

Intangibles are amortised over its useful life using straight line method as stated below:

ServiceConcessionArrangements–OvertheperiodofPowerPurchaseAgreementi.e.,25yearsusingthedifferentialdepreciationmethodology under straight line method as per the principles envisaged in the CERC Guidance in this regard.

Application software 4 years

ERP software license 4 years

Amortisation method, useful lives and residual values are reviewed at each reporting date and adjusted prospectively if appropriate.

3.9 Taxation Income tax expense represents the sum of current tax and deferred tax. Current tax Current tax is the expected tax payable on the taxable income for the year, using the rates enacted or substantially enacted at the

reportingdate.Taxableprofitdiffersfromprofitasreportedintheconsolidatedincomestatementbecauseitexcludesitemsofincome or expense that are taxable or deductible in future years and it further excludes items that are permanently exempt from tax or allowable as a tax deduction.

Deferred tax Deferredtaxisthetaxexpectedtobepayableorrecoverableondifferencesbetweenthecarryingamountsofassetsandliabilities

in the financial statements and the corresponding tax bases used in the computation of the taxable profit, and is accounted forusingthebalancesheetapproach.Deferredtax liabilitiesaregenerally recognised forall taxable temporarydifferencesanddeferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporarydifferencescanbeutilised.Suchassetsandliabilitiesarenotrecognisedifthetemporarydifferencesarisefromtheinitialrecognition of goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transactionthataffectsneitherthetaxableprofitnortheaccountingprofit.

The carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.

Anydeferredtaxassetorliabilityarisingfromdeductibleortaxabletemporarydifferencesinrespectofunrealisedinter-companyprofits are recognised using the tax rate enacted or substantially enacted of the jurisdiction in which the company owns the assets.

Deferred tax is calculated at the tax rates that are expected to apply in the year when the liability is settled or the asset is realised on tax laws and rates that have been enacted at the balance sheet date. Deferred tax is charged in the consolidated income statement, except when it relates to items charged or credited in other comprehensive income, in which case the deferred tax is also recognised with in other comprehensive income.

Deferredtaxassetsandliabilitiesareoffsetwhenthereisalegallyenforceablerighttosetoffcurrenttaxassetsagainstcurrenttaxliabilities and when they relate to income taxes levied by the same taxation authority and the Group intends to settle its current tax assets and liabilities on a net basis.

3.10 Leases Determining whether an arrangement contains a lease At inception of an arrangement, the Group determines whether the arrangement is or contains a lease. At inception or on re-

assessment of an arrangement that contains a lease, the Group separates the payment and other consideration required by the arrangement into those for the lease and those for other elements on the basis of their relative fair values. If the Group concludes for a finance lease that it is impracticable to separate the payments reliably, then an asset and a liability are recognised at an amount equal to the fair value of the underlying asset. Subsequently, the liability is reduced as the payments are made and an imputed finance cost on the liability is recognised using the Group’s incremental borrowing rate.

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


3.8 Intangible assets (continued)



ownership. The leased assets are measured initially at an amount equal to the lower of their fair value and present value of minimum lease payments. All other leases are classified as operating leases.

Operating lease payments are recognised as an expense on a straight-line basis over the lease term, except where another systematic basis is more representative of the time pattern in which economic benefits from the leased asset are consumed. Contingent rentals arising under operating leases are recognised as an expense in the year in which they are incurred. Land taken on lease are amortised over a year ranging upto 25 years in line with the lease agreements.

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

thatanoutflowofresourcesthatcanbereliablyestimatedwillberequiredtosettlesuchanobligation.Iftheeffectofthetimevalue of money is material, provisions are determined by discounting the expected future cash flows to net present value using an appropriate pre-tax discount rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of the discount is recognised in the consolidated income statement as a finance cost. Provisions are reviewed at each balance sheet date and are adjusted to reflect the current best estimate.

A contingent liability is disclosed where the existence of an obligation will only be confirmed by one or more future events or where the amount of the obligation cannot be measured reliably. Contingent assets are not recognised, but are disclosed where an inflow of economic benefits is probable.

A provision for onerous contracts, if any, is measured at the present value of the lower of the expected cost of terminating the contract and the expected net cost of continuing with the contract. Before a provision is established, the Group recognises any impairment loss on the assets associated with that contract.

3.12 Employee benefits Short term employee benefits Short term employee benefits are expensed as the related services are provided. A liability is recognised for the amount expected

to be paid if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

Defined contribution plans Obligations for contributions to defined contribution plans are expensed as the related service is provided.

Defined benefit plans The Group’s net obligation in respect of defined benefit plans is calculated separately for each plan by estimating the amount of

future benefit that employees have earned in the current and prior years, discounting that amount and deducting the fair value of any plan assets.

The calculation of defined benefit obligations is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a potential asset for the Group, the recognized asset is limited to the present value of economic benefits available in the form of any future refunds from the plan or reductions in future contributions to the plan. To calculate the present value of economic benefits, consideration is given to any applicable minimum funding requirements.

Re-measurements of the net defined benefit liability, which comprise actuarial gains and losses, the return on plan assets (excluding interest)andtheeffectoftheassetceiling(ifany,excludinginterest),arerecognizedimmediatelyinothercomprehensiveincome(OCI). The Group determines the net interest expense/ (income) on the net defined benefit liability/ (asset) for the year by applying the discount rate used to measure the defined benefit obligation at the beginning of the annual year to the then-net defined benefit liability/ (asset), taking into account any changes in the net defined benefit liability/ (asset) during the year as a result of contributions and benefit payments. Net interest expense and other expenses related to defined benefit plans are recognized in consolidated income statement.

3.13 Share-based payments Equity-settled share-based payments to employees, directors and key management personnel are measured at the fair value of

the equity instruments at the grant date with a corresponding increase in the equity over the vesting year, based on the Group’s estimateofequityinstrumentsthatwilleventuallyvest.Thefairvalueexcludestheeffectofnon-market-basedvestingconditions.

At each balance sheet date, the Group revises its estimate of the number of equity instruments expected to vest as a result of

3. Significant accounting policies (continued) 3.10 Leases (continued)




theeffectofnon-market-basedvestingconditions.Theimpactoftherevisionoftheoriginalestimates,ifany,isrecognisedintheincome statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to equity reserves.

Share options granted to employees are treated as cancelled as and when employees cease to contribute to the scheme. This results in accelerated recognition of the expenses that would have arisen over the remainder of the original vesting year.

For cash settled share based payments, a liability is recognised for the amount payable at the balance sheet date with a corresponding charge being made to the income statement.

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

profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted averagenumberofordinary sharesoutstanding for theeffectsofalldilutivepotentialordinary shares,which includesall stockoptions granted to employees and Directors, CCPS, CCDs and share warrants issued to investors and lenders.

3.15 Government grants The Group recognises government grants only when there is reasonable assurance that the conditions attached to them will be

complied with, and the grants will be received. Government grants received in relation to assets are presented as a reduction to the carrying amount of the related asset. Grants related to income are recognised as a credit to the consolidated income statement.

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

gains on the disposal of available-for-sale financial assets. Interest income is recognised as it accrues in the consolidated income statement,usingtheeffectiveinterestmethod.Dividendincomeisrecognisedintheconsolidatedincomestatementonthedatethat the Company’s right to receive payment is established. The associated cash flows are classified as investing activities in the statement of cash flows.

Finance expenses consist of interest expense on borrowings. Borrowing costs are recognised in the consolidated income statement usingtheeffectiveinterestmethod.Theassociatedcashflowsareclassifiedasfinancingactivitiesinthestatementofcashflows.

Foreign currency gains and losses are reported on a net basis with in finance income and expense.

3. Significant accounting policies (continued) 3.13 Share-based payments (continued)

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

estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The

estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual

resultsmaydifferfromtheseestimates.

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

yearinwhichtheestimateisrevisediftherevisionaffectsonlythatyearorintheyearoftherevisionandfutureyearsiftherevisionaffects

both current and future years.

Critical judgements and estimates in applying the Group’s accounting policies The estimates and assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and

liabilities within the next financial year are discussed below.

a) Useful life of depreciable assets and intangible assets under service concession arrangement

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

utility of the assets to the Group and any change in useful lives and methods of depreciation/amortisation are adjusted prospectively

if appropriate.

b) Classification of financial instruments as equity or liability

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

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

4. Critical accounting judgements and key sources of estimation uncertainty



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

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

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

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

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

c) Deferred tax assets

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

latest approved budget forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use

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

positive forecast of taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a

time limit, that deferred tax asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal

or economic limits or uncertainties is assessed individually by management based on the specific facts and circumstances.

d) Recoverability of trade receivables

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

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

accounts.

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

Management had assessed the applicability of IFRIC 12 Service Concession Arrangements for certain arrangements. In assessing

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

to enter into Power Purchase Arrangements (‘PPA’) with any customer and the ability to determine prices and concluded that the

arrangements did not meet the criteria for service concession arrangements in the past.

During the year, as a result of review of useful lives of Property Plant and Equipment (‘PPE’), based on technical evaluation, wherever

the estimated economic life of wind and solar projects are in line with the PPA period i.e 25 years, management has adopted IFRIC

12 prospectively for such wind and solar assets. Management believe that the financial statements will provide more reliable and

relevant information with the application of IFRIC 12.

In assessing the applicability of IFRIC 12, Management has exercised significant judgement in relation to (i) the arrangements that

are covered under the scope of the accounting for service concessions which in turn depends on the specific terms and conditions

of the power purchase agreements with the counter parties and estimates of the life of the related assets, (ii) the understanding

of the nature of the payments in order to determine the classification of the service concession arrangement as a financial asset

or as an intangible asset and (iii) the recognition of the revenue from construction including the timing and related margin to be

recognized.

f ) Measurement of fair value

The Group has an established control framework with respect to the measurement of fair values. This includes a valuation team that

has overall responsibility for overseeing all significant fair value measurements, including Level 3 fair values, and reports directly to

the CFO (Chief Financial Officer).

The valuation team regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as

broker quotes or pricing services, is used to measure fair values, then the valuation team assesses the evidence obtained from third

parties to support the conclusion that such valuation meets the requirements of IFRS, including the level in the fair value hierarchy

in which such valuations should be classified.

Significant valuation issues are reported to the Group Audit Committee.

When measuring the fair value of an asset or liability, the Group uses market observable data as far as possible. Fair values are

categorisedintodifferentlevelsinafairvaluehierarchybasedontheinputsusedinthevaluationtechniquesasfollows:

• Level1:Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities.

• Level2: Inputsotherthanquotedprices includedinLevel1thatareobservablefortheassetor liability,eitherdirectly(i.e.as

prices) or indirectly (i.e. derived from prices).

• Level3:Inputsfortheassetorliabilitythatisnotbasedonobservablemarketdata(unobservableinputs).

4. Critical accounting judgements and key sources of estimation uncertainty (continued)




6. Revenue

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



USD USD

Sale of electricity 109,623,601 67,665,168

Generation based incentive 1 10,226,577 6,374,688

Sale of renewable energy certificates 1,777,778 679,810

Construction revenue 2 240,590,269 -

Sale of verified carbon units 13,847 -

Total revenue 362,232,072 74,719,666

Finance income (note 10) 4,933,555 3,347,383

Other operating income 3 6,221,785 881,589

Total income 373,387,412 78,948,638

1 Generation based incentives are recognised on fulfilment of eligibility criteria prescribed under Indian Renewable Energy Development

Agency Limited - Generation Based Incentive Scheme.

2 The amount of revenue, corresponding cost and margin recorded in statement of consolidated income statement on account of

exchange of construction services for an intangible asset under service concession arrangement is USD 240,590,269 (31 December 2015:

USD Nil), USD 224,672,249 (31 December 2015: USD Nil) and USD 15,918,020 (31 December 2015: USD Nil) respectively.

3 Other operating income recognised during the year represents liquidated damages claimed from project suppliers in relation to low

machine availability as against the guaranteed machine availability amounting to USD 1,118,180 (31 December 2015: USD 881,589) and

delay in commissioning of wind projects amounting to USD 5,103,605 (31 December 2015: USD Nil).

Iftheinputsusedtomeasurethefairvalueofassetorliabilitymightbecategorisedindifferentlevelsofthefairvaluehierarchy,then

the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as the lowest level input that is

significant to the entire measurement.

g) Measurement of earnings before interest, tax, depreciation and amortization (EBIDTA)

The Group has elected to present earnings before interest, tax, depreciation and amortisation (EBIDTA) as a separate line item on

the face of the statement of profit and loss. The Group measures EBIDTA on the basis of profit / (loss) from continuing operations.

In its measurement, the Company has not included depreciation and amortisation expenses, finance cost, equity settled employee

benefits expenses, tax expense and finance income.

4. Critical accounting judgements and key sources of estimation uncertainty (continued)

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

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

chief operating decision maker evaluates the Group’s performance and allocates resources based on an analysis of various performance

indicators at operational unit level. Accordingly, there is only a single operating segment “generation and sale of electricity”. Consequently,

no segment disclosures of the Group are presented.

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

5. Segment information



9. Auditor’s remuneration

The auditor’s remuneration is as follows (excluding taxes, if any):

10. Finance income



USD USD

Interest on bank deposits 2,155,159 1,237,561

Loss on derivative instruments within CCDs - (88,384)

Loss on derivative instruments within CCPS (31,900) (132,601)

Finance income on security deposits 527,781 421,815

Gain on disposal of current investments 2,185,775 1,796,093

Others 96,740 112,899

Total finance income 4,933,555 3,347,383

7. Employee benefits expense



USD USD

Salaries and bonus 2,000,594 2,241,999

Contribution to provident fund 50,011 32,150

Staffwelfare 116,749 58,039

Gratuity and leave encashment (note 28) 488,783 66,337

Total 2,656,137 2,398,525



USD USD

Fees payable to the auditors of Company and its subsidiaries for:

Audit of the Company’s annual accounts 68,438 77,179

Audit of the Company’s subsidiaries pursuant to legislation 106,800 83,690

Total audit fees 175,238 160,869

Review of Company’s interim accounts 33,202 31,330

Review of the Company’s subsidiaries interim accounts pursuant to legislation 23,141 30,396

Other audit services 29,495 -

Total non-audit fees 85,838 61,726

8. Otheroperatingexpensesincludecostsrelatingtowrite-offofdoubtfuladvancesUSD424,142(31December2015:USDNil),provision

for trade receivables USD 101,010 (31 December 2015: USD 225,991), repairs and maintenance cost of USD 6,277,548 (31 December

2015: USD 2,421,039).




11. Finance costsYear ended


31 December 2015USD USD

Interest on borrowings (105,232,479) (70,987,900)

Other borrowing costs1 (6,253,807) (4,398,853)

Interest on liability portion of CCPS (495,988) (519,611)

Total interest expense (111,982,274) (75,906,364)

Less: amounts included in the cost of qualifying assets2 (note 16) 30,139,077 24,684,494

Total finance cost recognised in the income statement (81,843,197) (51,221,870)

13. TaxationYear ended



Current tax charge (1,798,393) (5,560,396)

Deferred tax charge (note 19) 2,774,670 5,479,633

Income tax expense 976,277 (80,763)

1 Includes finance cost on finance lease obligations USD 1,302,032 (31 December 2015: USD 1,272,277).

2 Amounts included in the cost of qualifying assets during the year represent interest on project specific as well as general borrowings

which are sanctioned for the purpose of construction of a qualifying asset and it represents the actual finance costs incurred on those

borrowings,calculatedusingtheeffectiveinterestratemethod.

12. Other finance costs on refinancingYear ended



Loan refinancing costs (6,386,413) (541,185)

Total (6,386,413) (541,185)

Loan refinancing costs represents the cost of prepayment and unamortized transaction costs incurred upon refinancing the existing

senior term loans.

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

an annual fee of USD 1,480. As such, the Company’s tax liability is zero. However, considering that the Company’s operations are entirely

basedinIndia,theeffectivetaxrateoftheGroupof34.61%(31December2015:34.61%)hasbeencomputedbasedonthecurrenttax

rates prevailing in India.

Indian companies are subject to corporate income tax or Minimum Alternate Tax (“MAT”). If MAT is greater than corporate income tax

then MAT is levied. The Company has recognised MAT of USD 1,558,712 (31 December 2015: USD 3,538,655) as MAT is greater than

corporate income tax for the current year. The tax expense represents current tax charge and non-cash net deferred tax liability on

timingdifferencesaccountedduringtheyear.

The prima-facie tax expense for the year is reconciled to the tax expense recognised in consolidated income statement as follows:



USD USD

Profit/(Loss) before tax (5,578,730) 461,505

Enacted tax rates 34.61% 34.61%

Expected tax income / (expense) 1,930,798 (159,727)

Effectof:

Otherpermanentdifferences 1,215,958 2,100,705

MAT charge (1,798,393) (5,560,396)

MAT deferred tax credit 1,558,712 3,538,655

Income tax expense recognised in the consolidated income statement 976,277 (80,763)



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

13. Taxation (continued)

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

average number of ordinary shares outstanding during the year.

At 31 December 2016, 36,340,389 potential ordinary shares (includes CCPS, share options and share warrants) (31 December 2015:

46,545,082)wereexcludedfromthedilutedweightedaveragenumberofsharescalculationbecausetheireffectwouldhavebeenanti-

dilutive.

Theaveragemarketvalueof theCompany’sshares for thepurposeofcalculatingthedilutiveeffectofshareoptionswasbasedon

quoted market prices for the year during which the shares and share options were outstanding.

14. Earnings per share



USD USD

Basic and Diluted:

a) Profit/(Loss) attributable to the equity holders of the Company (4,086,048) 1,162,991

b) Weighted average number of ordinary shares (basic) 163,636,000 163,636,000

Add:Effectofweightedaveragenumberofshareoptionsoutstanding - -

c) Weighted average number of ordinary shares (diluted) 163,636,000 163,636,000

Diluted earnings/(loss) per share (0.02497) 0.00711

Basic earnings/(loss) per share (0.02497) 0.00711

As at 31 December 2016


USD USD

Current tax assets - -

Current tax liabilities 414,987 3,176,482




15. Intangible assets

Application Software

Intangibles under Service

Concession Arrangement*

Intangible asset under

development

Total

USD USD USD USD

Opening cost as at 1 January 2015 788,727 - - 788,727

Additions 75,900 - - 75,900

Exchangedifference (32,644) - - (32,644)

Balance as at 31 December 2015 831,983 - - 831,983Accumulated amortization as at 1 January 2015Balance at the beginning of the year 460,658 - - 460,658

Charge for the year 200,059 - - 200,059

Exchangedifferences (23,982) - - (23,982)

Balance as at 31 December 2015 636,735 - - 636,735Net value as at 31 December 2015 195,248 - - 195,248Opening cost as at 1 January 2016 831,983 - - 831,983

Additions 148,478 411,223,875 4,880,110 416,252,462

Transfer from Property, plant and equipment - - 455,164,959 455,164,959

Transfer in / (out) - - (411,223,875) (411,223,874)

Exchangedifference (22,211) (4,362,219) (517,890) (4,902,320)

Balance as at 31 December 2016 958,250 406,861,656 48,303,304 456,123,210Accumulated amortization as at 1 January 2016Balance at the beginning of the year 636,736 - - 636,735

Charge for the year 141,283 14,633,719 - 14,775,002

Exchangedifferences (17,295) (155,233) - (172,527)

Balance as at 31 December 2016 760,724 14,478,486 - 15,239,210Net value as at 31 December 2016 197,526 392,383,170 48,303,304 440,884,000

* Refer note 24 for security restrictions on property, plant and equipment/Intangibles under Service Concession Agreement.



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16. Property, plant and equipment (continued)



USD USD

Amortization of intangible assets (refer note 15) 14,775,002 200,059

Depreciation / amortization charge on tangible and intangible assets 32,448,066 16,514,463

Depreciation and amortization capitalized during the year, net relating to wind

farm assets under course of construction

199,867 (310,781)

Total depreciation and amortization charge 47,422,935 16,403,741

# During the year, the management has revised the estimated useful lives and residual value of certain components of WTGs which has

resulted in an additional charge of depreciation amounting to USD 21,749,298 (31 Dec 2015: USD Nil) for the year ended 31 December

2016.

17. Other non-current assets

18. Other investments



USD USD

Deposits 9,847,022 6,546,423

Capital advances 8,649,379 14,740,851

Prepayments 12,686,896 12,410,325

Total other non-current assets 31,183,297 33,697,599



USD USD

Deposits with banks1 344,355 2,055,483

Total 344,355 2,055,483

Deposits mainly comprise of refundable security deposits placed with related parties towards usage of land and power evacuation

facilitiesforaperiodof20years.Thedifferencebetweenthefairvalueandthenominalvalueofthepowerevacuationdepositshas

beenclassifiedasassetsunderfinancelease.Further,thedifferencebetweenthefairvalueandnominalvalueoflanddepositshasbeen

classified as prepayments.

Capital advances represent advance payments made to suppliers and related parties for the construction (including procurement of

land) of wind farm and solar plant assets, as part of long-term construction service contracts.

Prepayments primarily relate to amounts paid in advance towards lease rentals for lands which have been taken on lease basis from the

suppliers of wind turbine generators and related parties for a period of 20 years and are renewable provided the main lease is renewed

by the government authorities and other parties.

1 Represents margin money deposits placed with banks and financial institutions towards bank guarantees provided to various third

parties with maturity period greater than one year.

3. Summary of depreciation and amortization charge:


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

19. Deferred tax assets


Recognised in income statement

Exchange Difference


USD USD USD USD

Property, plant and equipment (18,108,667) (7,207,774) 525,624 (24,790,817)

Provisions 115,021 87,335 (3,779) 198,577

Share issue costs 136,285 (134,330) (1,955) -

MAT credit 5,271,060 1,558,712 (147,277) 6,682,495

Unrealised inter-group profits 1,825,516 (1,799,323) (26,193) -

Tax losses 16,505,372 10,270,051 (518,341) 26,257,082

Net deferred tax asset 5,744,587 2,774,671 (171,921) 8,347,337


Recognised in income statement

Exchange Difference


USD USD USD USD

Property, plant and equipment (15,412,758) (3,394,107) 698,198 (18,108,667)

Provisions 18,861 100,041 (3,881) 115,021

Share issue costs 123,158 18,432 (5,305) 136,285

MAT credit 1,917,653 3,538,655 (185,248) 5,271,060

Unrealised inter-group profits 1,619,272 277,092 (70,848) 1,825,516

Tax losses 12,189,247 4,939,520 (623,395) 16,505,372

Net deferred tax asset 455,433 5,479,633 (190,479) 5,744,587

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

amortised cost. Trade receivables held by the Group which are non-interest bearing and are not generally due within 30 – 45 days.

Trade receivables include amounts which are past due at the reporting date but against which the Group has not recognised any

allowance for doubtful receivables because there has not been a significant change in credit quality and the amounts are still recoverable.

The average age of the receivables was 118 days during the year ended 31 December 2016 (31 December 2015: 86 days)

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



USD USD

Deferred tax assets 33,138,154 23,853,254

Deferred tax liabilities (24,790,817) (18,108,667)

Deferred tax asset, net 8,347,337 5,744,587

20. Trade receivables



USD USD

Trade receivables 52,804,880 17,706,023

Less: Provision for impairment of trade receivables (313,368) (218,858)

Net trade receivables 52,491,512 17,487,165

DeferredtaxassetsandliabilitiesareoffsetwheretheGrouphasalegallyenforceablerighttodoso.Thefollowingarethedetailsof

deferred tax balances recognised in the consolidated statement of financial position:




Ageing of receivables are as follows:

20. Trade receivables (continued)

21. Other current assets

22. Current investments



USD USD

Available-for-sale investments carried at fair value (mutual funds) 10,669,612 43,384,798

Other investment 31,221 -

Total current investments 10,700,833 43,384,798

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

hence management considers the carrying amount of trade receivables to be approximately equal to their fair value. The Group doesn’t

hold any collateral security.

As at 31 December 2016, the Group has 45 customers (31 December 2015: 26 customers).

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

Accrued income primarily represents amounts receivable from customers on the sale of electricity and the amount recoverable from

Indian Renewable Energy Development Authority (“IREDA”) as generation based incentive but not billed for as at 31 December 2016.

Other receivables primarily include advances to vendors of USD 4,980,658 (31 December 2015: USD 2,958,411).



USD USD

Not due 3,186,847 4,485,052

0-60 days 15,948,773 3,465,789

61-90 days 8,653,037 5,540,277

91-180 days 20,416,714 2,886,860

More than 180 days 4,286,141 1,109,187

Total 52,491,512 17,487,165



USD USD

Deposits 287,702 288,263

Accrued interest 511,960 574,656

Prepayments 1,511,940 991,868

Accrued income 12,982,342 5,029,539

Other receivables 6,169,654 4,102,630

Total other current assets 21,463,598 10,986,956



22. Current investments (continued)

The Group has investments in the following mutual fund schemes, which are classified as available-for-sale investments.

Mutual fund scheme: Units as at 31 December 2016

Units as at 31 December 2015

IDFC cash fund – Growth- Regular Plan - 317,137

L&T Liquid Fund – Growth - 29,956

Birla Sun Life Cash Plus – Growth regular1 397,749 -

IDFC Cash Fund Growth – Direct plan 159,530 -

HDFC Liquid Fund – Regular plan - Growth1 7,570 -

HDFC Liquid Fund – Direct plan – Growth option 48,557 -

Birla Sun Life Cash Plus – Growth – Direct plan1 522,795 -

Birla Sun Life Cash Plus – Growth - 7,538,897

SBI Premier Liquid Fund -Regular Plan –Growth - 167,246

Union KBC Liquid Growth Fund - 35,382

1Investments in mutual funds include amounts of USD 3,836,643 (31 December 2015: USD 8,627,681) placed as lien with banks and

financial institutions.

The fair value of the quoted units is determined by reference to published data. During the year, disposals resulted in a net gain of USD

2,185,775 (31 December 2015: USD 1,796,093) (refer note 10) recognised in the consolidated income statement.

Bank deposits include margin money deposits of USD 27,976,963 (31 December 2015: USD 43,174,683) placed with banks towards bank

guarantees provided to various third parties.

Amounts due for settlement within 12 months - USD 68,976,071 (31 December 2015: USD 49,764,216)

Amounts due for settlement on or after 12 months - USD 876,121,830 (31 December 2015: USD 624,433,184)

1. The Company’s subsidiary, Mytrah Energy (India) Private Limited (“MEIPL”) has issued non-convertible bonds (NCBs) for an amount

of ~ USD 113.3 million (INR 7,424 million) primarily to partly finance wind farm projects under construction. The NCBs are listed

on the wholesale debt segment of Bombay Stock Exchange, India. The NCBs are repayable at the end of fifth anniversary from the

draw-down date and carry a cash coupon of 12% per annum payable on semi-annual basis.

23. Cash and bank balances

24. Borrowings



USD USD

Cash on hand 434 15

Bank balances 13,300,561 5,910,771

Cash and cash equivalents 13,300,995 5,910,786

Bank deposits 31,871,924 49,666,494

Total cash and bank balances 45,172,919 55,577,280



USD USD

Borrowings at amortised cost

Non-convertible bonds1 107,475,548 109,503,048

Compulsorily convertible debentures2 6,119 16,332,726

Term loans from banks and financial institutions3 795,152,378 533,747,671

Working capital loans from banks4 42,463,856 14,613,955

Total borrowings 945,097,901 674,197,400




The NCBs are secured by collateral support in the form of pledge of 100% of the MEIPL’s shares held by Bindu Vayu Mauritius Limited

(“BVML”), and pledge of equity shares held by MEIPL in MVUPL (49%), BVUPL (49%), MVPPL (49%), MVKPL (49%), MVBPL (99.98%) and

MVMPL (2.37%). Further, hypothecation by way of first and exclusive charge over the monies lying in credit therein from time to

time, and by way of first charge over all receivables arising from the loans disbursed by the MEIPL to MVBPL.

As part of the financing arrangement, the Group has incurred an amount of USD 1,501,610 as arrangement fees. The Group

accountedforthesecostsastransactioncostsunderIAS39andareamortisedoverthetermofNCBsusingtheeffectiveinterestrate

method. The carrying amount of the liability measured at amortised cost is USD 107,475,548 (31 December 2015: USD 109,503,048)

In the financial year 2014, the Group had issued 8,612,412 warrants to the NCBs investors. These warrants provide an option to the

investors to purchase an equivalent number of ordinary shares in Mytrah Energy Limited at a fixed price of GBP 0.7729 based on the

Company’s share price traded before the day immediately preceding the exercise date of the warrant. The fair value of the warrants

as at 31 December 2014 amounted to USD 1,703,053 and was recognised accordingly as derivative financial liability.

Further on 30 March 2015, the Group has replaced the warrants issued in 2014 by issuing 11,439,762 new warrants to the investors.

These new warrants provide an option to the investors to purchase an equivalent number of ordinary shares in Mytrah Energy

Limited at a fixed price of GBP 0.7729. Accordingly the derivative financial liability of USD 1,703,053 relating to 8,612,412 warrants

has been derecognized in the previous year and the fair value of the 11,439,762 warrants amounting to USD 2,038,960 is recognised

as equity.

2(a). In 2012, the Company’s subsidiary, MEIPL has issued 3,333,333 compulsory convertible debentures (“CCDs”) at INR 300 (~ USD 5.71)

each to PTC India Financial Services Limited (PFS) (the “Investor”) amounting to USD 18,285,211 under an agreement between the

Group and PFS. The purpose of this is to fund the capital projects of the Group. The following are the significant terms in relation to

the CCDs:

• TheCCDscarryafixedrateofinterestpayablequarterlyinarrearsontheprincipalamountoftheCCDsoutstanding;and

• TheCCDs,alongwithunpaidinterest,ifany,mandatorilyconvertintosuchnumberofequitysharesofMEIPLattheendof49

months from the date of initial disbursement so as to provide the investor a stated rate of return.

Further, the agreement states that PFS can put the CCDs (the “put option”) or alternatively, MEIPL can call the CCDs (the “call option”)

in exchange for cash providing PFS a stated rate of return. The CCDs has call / Put option in exchange for cash providing PFS a stated

rate of return.

In accordance with the terms of the agreement, PFS has exercised the put option on the CCDs and accordingly the Company has

re-paid the entire CCD amount including redemption premium thereon on 22 July 2016.

2(b). Compulsorily convertible debentures issued to Enerpac AG:

During the year ended 31 December 2016, MADPPL issued 8,298 Compulsorily Convertible Debentures (“CCDs”) at INR 50 each to

Enerparc AG (the “Investor”) under an agreement between Enerparc AG and MADPPL. The said are CCDs, from time to time are

entitledtosimpleinterestupto11.50%p.a,witheffectfromtheCommercialOperatingDate(COD)oftheprojectsinMADPPL.The

CCDs are compulsorily convertible into equity shares before the expiry of 18 years from the date of allotment of such CCDs or at any

earlier date mutually agreed between the parties.

3. The Group has drawn down the term loan facilities with banks and financial institutions to finance the construction of wind farm

assets and solar assets. The carrying amount of the liability measured at amortised cost is USD 795,152,378 (31 December 2015:

USD 533,747,671). The repayment terms of the term loans range from 13 to 18 years. In compliance with the terms of the loan

agreement, the Group has created a charge on all project movable, immovable properties, cash flows, receivables and revenues in

favour of banks and financial institutions.

Further, the loan drawn down is secured by way of first charge on the pledge of shares held by MEIPL in the equity shares representing

51% of the total paid up equity share capital of BVUPL, MVKPL, MVPPL and MVUPL, 94.30% of MVTPL, 95.50% of MVSPL and 69.89%

of MVMPL. BVUPL, MVPPL, MVMPL, MVUPL and MVKPL are under obligor co-obligor structure. The loans drawn by MVMPL is also

secured by pledge of 51% CCPS held by MEIPL in MVMPL. Loan drawn by MVSPL is secured by way of first ranking pledge of 60% of

CCDs held by MEIPL. Loans taken by MVIPL and MVGoPL are secured by way of first charge on the pledge of shares to the extent of

22.24% and 20.04% held by MVBPL in MVIPL and MVGoPL respectively.

24. Borrowings (continued)



4. The working capital loan facilities are secured by way of first charge and hypothecation of entire immovable properties pertaining

to the respective projects, both present and future, including movable plant and machinery, machinery spares, tools, accessories,

entire project cash flows, receivables, book debts and revenues of the respective entities. The working capital facilities relating to

wind farm development activities are secured by way of first pari-passu charge on current assets related to wind farm development

activity. The facilities are repayable on a yearly rollover basis and carries interest in the range of 10.20% to 13.15% per annum.

5. Refer note 36 for maturity profile of the borrowings.

25. Finance lease obligations

The Group leased the rights to use power evacuation facilities under a lease arrangement with related parties/third parties. Future

finance lease payments due, and their present values, are shown in the following table:

Minimum lease payments

Present value of minimum lease payments





USD USD USD USD

Not later than one year 1,678,008 871,311 218,208 101,165

Later than one year and not later than five years 6,712,034 3,485,244 1,168,032 541,521

Later than five years 20,688,679 12,198,354 10,629,646 5,775,196

29,078,721 16,554,909 12,015,886 6,417,882

Less: future finance charges 17,062,835 10,137,027 - -

Present value of minimum lease payments 12,015,886 6,417,882 12,015,886 6,417,882



USD USD

Included in :

-Current liabilities 218,208 101,165

-Non-current liabilities 11,797,678 6,316,717

Total 12,015,886 6,417,882

26. Derivative financial instruments



USD USD

Fair value of options embedded in:

Compulsorily convertible preference shares (note 33) 3,375,881 3,429,381

Total 3,375,881 3,429,381

24. Borrowings (continued)




27. Trade and other payables



USD USD

Current:

Trade payables1 9,079,808 10,705,902

Liability component of CCPS 2 2,597,853 4,234,334

Interest accrued but not due on borrowings 14,118,208 5,658,409

Other payables 594,052 2,531,817

26,389,921 23,130,462

Non-current:

Liability component of CCPS2 - 2,160,722

Other payables3 79,505,674 112,261,359

79,505,674 114,422,0811 Trade payable relate to amounts outstanding for trade purchases and ongoing costs.

2 Liability component of CCPS includes the mandatory preference share dividend payable to IIF, discounted using interest rate implicit

in the arrangement. (refer note 33).

3 Other payables include payables for purchase of capital assets.

The Group has financial risk management policies in place to ensure that all payables are paid within the pre-agreed credit terms.

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

instruments and hence management considers that the carrying amount of trade and other payables to be approximately equal to

their fair value.

28. Retirement benefit obligations Defined contribution plan

Provident fund:

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

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

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

income statement in the year they are incurred.

The total cost charged to consolidated income statement of USD 50,011 (31 December 2015: USD 32,150) represents contributions

payable to these schemes by the Group at rates specified in the rules of the plan. As at 31 December 2016, contributions of USD nil (31

December 2015: USD nil) were due in respect of the current reporting year.

Defined benefit plan

(a) Gratuity

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

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

of India to fund the benefit obligation.

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

projected unit credit method.

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

earnings.Theaccumulatedbenefitobligation(ABO)isanactuarialmeasureofthepresentvalueforservicealreadyrenderedbutdiffers

from the projected unit cost method in that it includes no assumption for future salary increases. At the balance sheet date the gross

ABO was USD 340,560 (31 December 2015: USD 193,391).



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

(b) Leave encashment

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

the leave encashment plan, employees are entitled to future payments upon termination of service with the Company, whether it is by

death during service or upon reaching retirement age. Leaves in excess of 50 days are settled to the employee at the end of calendar

year.

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

method.

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

earnings.Theaccumulatedbenefitobligation(ABO)isanactuarialmeasureofthepresentvalueforservicealreadyrenderedbutdiffers

from the projected unit credit method in that it includes no assumption for future salary increases. At the balance sheet date the ABO

was USD 270,409 (31 December 2015: USD 155,368).

28. Retirement benefit obligations (continued)



USD USD

Change in benefit obligation

Projected benefit obligation at the beginning of the year 193,391 21,285

Current and past service cost 174,006 44,044

Interest cost 17,442 1,966

Benefits paid (6,174) -

Actuarial loss / (gain) (32,228) 132,550

Translation adjustment (5,877) (6,454)

Projected benefit obligation at the end of the year (A) 340,560 193,391

Movement in fair value of plan assets

Opening balance of fair value of plan assets 17,109 16,277

Contributions made during the year 24,564 -

Expected return 2,190 1,503

Benefits paid (6,174) -

Translation adjustment (475) (671)

Closing balance of fair value of plan assets (B) 37,214 17,109

Net liability recognised in the balance sheet (A-B) 303,346 176,282

Cost of employee benefits for the year

Current service cost 174,006 44,044

Interest cost 17,442 1,966

Expected return 2,190 (1,503)

Net actuarial loss/(gain) recognised in other comprehensive income (32,228) 132,550

Net loss recognised for the year 161,410 177,057




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

Key assumptions used in actuarial valuation of gratuity and leave encashment obligations

(c) Summary of retirement benefit obligations recognised in the balance sheet

28. Retirement benefit obligations (continued)



USD USD

Change in benefit obligation

Projected benefit obligation at the beginning of the year 155,368 8,865

Interest cost 14,689 819


Benefits paid (21,647) (20,960)

Actuarial (gain) / loss (156,656) 150,759

Translation adjustment (4,786) (5,126)

Projected benefit obligation at the end of the year 270,409 155,368

Cost of employee benefits for the year

Interest cost 14,689 819


Net actuarial (gain) / loss recognised in other comprehensive income (156,656) 150,759

Net loss recognised for the year 141,474 172,589



USD USD

Discount rate 7.00% 7.90%

Long-term rate of compensation increase (%) 10.00% 12.00%

Attrition 6.00% 10.00%

Mortality table LIC (2006 -08) LIC (2006 -08)

Current portion Non-currentPortion

Liability recognised as at 31 December 2016: USD USD

Gratuity 9,496 293,850

Leave encashment 37,607 232,802

47,103 526,652

Liability recognised as at 31 December 2015:

Gratuity 7,842 168,440

Leave encashment 25,193 130,175

33,035 298,615



29. Share capital

30. Capital contribution



USD USD

Issued and fully paid up share capital of the Company:

163,636,000 (31 December 2015: 163,636,000) ordinary shares with no par value 72,858,278 72,858,278



USD USD

Capital contributions at beginning and end of the year 16,721,636 16,721,636

Balance at end of the year 16,721,636 16,721,636

31. Retained earnings



USD USD

Balance at beginning of the year 9,767,315 15,520,003

(Loss) / profit for the year (4,086,048) 1,162,991

Tax on buy back of CCPS from non-controlling interest (424,820) (253,976)

Tax on distributed income pursuant to the buyback of Series A CCPS (480,245) -

Creation of capital redemption reserve on buy back (2,201,588) (1,100,797)

Creation of debenture redemption reserve (1,434,744) (5,560,906)


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

Overseas Ltd, Bindu Urja Investments Inc, Bindu Urja Holding Inc, Bindu Urja Capital Inc and Sila Energy Inc. In consideration of the said

transfer the Company issued shares of the Company at no par value in its capital. Subsequently the Company issued 43,636,000 shares

of no par value through listing of its shares on AIM.

The issued share capital refers to ordinary share capital, which carries voting rights with entitlement to an equal share in dividends

authorised by the board and in the distribution of the surplus assets of the Company.

In the financial year 2013, the Company’s subsidiary, MEIPL entered into an investment agreement with related parties, Mytrah Wind

Developers Private Limited (“MWDPL”) and Bindu Urja Infrastructure Limited (‘BUIL’) to issue 40,000,000 Series B Cumulative Compulsorily

Redeemable Preference Shares (“RPS”) at INR 300 (~ USD 5.71) per share and carry a nominal dividend of 0.01% per annum. Pursuant to

the agreement, BUIL and MWDPL made long-term non-reciprocal capital contributions (“capital contributions”) of USD 16,721,636 as at

31 December 2016, which as per the terms of agreement are not available for distribution as dividend. Management has evaluated that

these contributions are in substance in the nature of equity and accordingly classified the amounts received as “Capital Contributions”.



USD USD

Balance at beginning of the year (40,381,820) (36,870,962)

Foreign currency translation adjustments (916,189) (3,510,858)

Balance at end of the year (41,298,009) (40,381,820)

32. Other reserves

(a) Foreign currency translation reserve

Foreigncurrencytranslationreservecomprisesforeigncurrencydifferencesarisingfromthetranslationofthefinancialstatementsof

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






USD USD

Balance at beginning of the year 4,744,040 4,003,406

Additional cost during the year 3,219,063 740,634




USD USD

Balance at beginning of the year 550,420 195,253

Change in the fair value of available for sale financial instruments (462,900) 355,167

Balance at end of the year 87,520 550,420



USD USD

Balance at beginning of the year (278,783) 4,526

Gain / (loss) on actuarial valuation of post-employment benefits 189,424 (283,309)

Balance at end of the year (89,359) (278,783)



USD USD

Balance at beginning of the year 1,668,045 567,248

Creation of CRR on buyback 2,201,588 1,100,797




USD USD

Balance at beginning of the year 5,560,906 -

Addition for the year 1,434,744 5,560,906


32. Other reserves (continued)

(b) Equity-settled employee benefits reserve:

The equity-settled employee benefits reserve relates to the share options granted to employees and key management personnel under

the employee share option plan. Further information about share-based payments is set out in note 38.

(c) Fair value reserve

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

derecognised or impaired.

(d) Actuarial valuation reserve

Actuarial valuation reserve comprises the cumulative net gains/ losses on actuarial valuation of post-employment obligations. Refer

note 28 for further details.

(e) Capital redemption reserve (CRR)

Capital redemption reserve is created on redemption of compulsorily convertible preference shares during the year in accordance with

the provisions of Indian Companies Act, 2013.

(f ) Debenture redemption reserve (DRR)

Debenture redemption reserve is created on outstanding NCBs at the year end in accordance with the provisions of Indian Companies

Act, 2013.





USD USD

Balance at beginning of the year 2,038,960 -

Issue of share warrants - 2,038,960

Balance at end of the year 2,038,960 2,038,960Total other reserves (20,432,502) (26,098,232)

32. Other reserves (continued)

(g) Share warrant reserve

Share warrant reserve comprises fair value of warrants issued to NCB holders in the previous year. The fair value of share purchase

warrants issued during the year was calculated using the Black-Scholes-Merton option-pricing model. The inputs for this model include

stock price, exercise price, expected term, volatility, risk free rates, etc..



USD USD

Compulsorily convertible preference shares (CCPS) (refer note a)Balance at beginning of the year 50,704,975 54,827,924

Buy back / purchase of CCPS from non-controlling interest holders (3,126,782) (4,122,949)

Balance at the end of the year 47,578,193 50,704,975Equity shares held by captive customers (refer note b)Balance at beginning of the year - 704,701

Issue of equity shares to non-controlling interest holders 127,406 77,548

Share of loss attributable to non-controlling interest holders (92,980) (782,249)

Balance at the end of the year 34,426 -Equity shares held by others (refer note c)Balance at beginning of the year 8 -

Issue of equity shares to non-controlling interest holders 22,955,933 8

Share of loss attributable to non-controlling interest holders (423,425) -

Balance at the end of the year 22,532,516 8Total (a)+(b)+(c ) 70,145,135 50,704,983

33. Non-controlling interests

a) Compulsorily convertible preference shares In the year ended 31 March 2012, MEIPL issued 11,666,566 Series A CCPS at INR 300 (~USD 6) each to India Infrastructure Fund (IIF) under

an Investment Agreement dated 20 June 2011 between the MEIPL, IIF and Mr.Ravi Kailas. The following are the salient features of the CCPS:

• IIFisentitledtoreceiveapreferencedividendbeforeanydividendsaredeclaredtotheordinaryshareholders.Thesecarryastep-updividend which is cumulative.

• TheCCPSconvertintoequitysharesofMEIPLatafixedpriceofINR300(~USD6)pershare,forafixednumberofshares,attheendof six years if the call and put options are not exercised by either of the parties.

• Aspartoftheinvestmentagreement,IIFwereissuedwith100ordinarysharesinMEIPL.

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

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

The issue proceeds of USD 69,932,181 (net of issue costs of USD 1,891,056) were first attributed to the embedded derivatives, with the fair value of the options amounting to USD 2,670,325. As the instrument entitles the holder to a fixed number of shares the remaining value of the proceeds were bifurcated such that there is a liability component and an equity component. The liability component, being




USD 11,866,684 was estimated by discounting the mandatory preference share dividend of six year cash flows using an interest rate fromanequivalentinstrumentwithoutaconversionfeature,withtheresidualvalueofUSD55,395,172representingequity.Theeffectiveinterest rate on the financial liability is 5.6%.

The options are subsequently measured at fair value through profit and loss and the financial liability is subsequently measured at amortised cost. The year-end balance of the options was USD 3,375,881 (31 December 2015: USD 3,429,381) (see consolidated statement of financial position), the liability component of the preference shares was USD 2,597,853 (31 December 2015: USD 6,395,056) and the equity component of the CCPS was USD 47,578,193 (31 December 2015: USD 50,704,975).

During the current year, the Group has purchased and bought back 466,667 shares (31 December 2015: 583,334 shares) from IIF at a premium of INR 300. In accordance with the principles enunciated in IAS 32, the Company has reduced face value of the CCPS bought back amounting to USD 3,126,782 (31 December 2015: USD 4,122,949) from the ‘non-controlling interest’ and the premium, being the dividend payable over the term of the CCPS, amounting to USD 2,086,791 (31 December 2015: USD 2,790,287) has been reduced from the liability component of CCPS.

b) Equity shares held by captive customers (i) During the year ended 31 December 2014, MVMPL has commissioned a captive power generating plant in Tamilnadu under Captive

Group Project (“CGP”) framework, where the electricity generated is consumed by a group of consumers. To qualify as a captive generating plant, an entity must meet the requirements set forth under the relevant regulations, which specify that a minimum 26% equity interest in the captive generating plant should be held by a Captive Consumers or group of Captive Consumers. Accordingly, MVMPL has entered into power purchase agreements (PPA) with Captive Consumers and issued 5,344,250 (31 December 2015: 4,729,840) equity shares of INR 10 par value (USD 788,144) (31 December 2015 – USD 782,249). The shares issued to the captive consumers have been classified as non-controlling interest in these consolidated financial statements.

(ii) During the year, 240,000 equity shares (@ INR 10/- per share) of Mytrah Bhagiratha Power Private Limited (“MBHGPPL”) have been issued to prospective Captive Consumers.

c) Class A Equity shares and Series A Debentures held by others: MVTPL has issued 1,691,160 Class A Equity Shares of INR 50 each and 29,180,800 Series A Compulsorily Convertible Debentures (“CCDs”)

at INR 50 each to Guayama P.R Holdings B.V (the “Investor”) under an agreement with Guayama P.R Holdings B.V. As per the terms of the Agreement, MVTPL based on the availability of distributable cash surplus shall pay step up Class A Yield on Series A Debentures as given below:

(i) 7% per annum from the date of investment until 3rd anniversary date;

(ii) 10% in the 4th year;

(iii) 13% in the 5th year;

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

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

Further based on the availability of distributable cash surplus, the investor is also eligible for (i) Specified Class A Yield from the date of its investment till the date of conversion for the period from the date of investment till 6th

anniversary date IRR of 15% on cumulative basis excluding interest on class A Debentures and any amount paid as part of buy back of securities.

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

Series A Compulsorily Convertible Debentures are compulsorily convertible after the completion of 6 years from the date of investment at the fixed ratio of one Class A Equity shares for One Series A Debenture held. Liquidity events mentioned in the agreement are under the discretion of the Group and are not enforceable by the Investor. Management estimated that there is no distributable cash surplus as per the terms of the agreement to record any liability as at 31 December 2016.



USD USD

Capital commitments 128,882,398 269,788,515

34. Commitments(a) Capital commitments

The capital expenditures authorised and contracted primarily relate to wind farm and solar plant assets under construction, which have not

been provided for in the accounts. These commitments are net of advances paid of USD 8,649,379 (31 December 2015: USD 14,740,851).

33. Non-controlling interests (continued)



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

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

The capital structure of the Group consists of net debt, which includes the borrowings disclosed in note 24 after deducting cash and

bank balances, equity attributable to owners of the Company comprising issued capital and reserves and retained earnings and non-

controlling interest as disclosed in notes below.

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

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

The gearing ratio at the year-end is as follows:

34. Commitments (continued)(b) Operating leases

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

contains a renewal clause providing the Company with the option of extending the lease for a further period of three years to four years

at the prevailing market rates.

Total operating lease expense recognised in the consolidated income statement as other expenses is USD 1,381,380 (31 December

2015: USD 789,184). At 31 December 2016, the Group has no outstanding commitments for future minimum lease payments under

non-cancellable operating leases.



USD USD

Debt (note 24) 945,097,901 674,197,400

Cash and bank balances (note 23) (45,172,919) (55,577,280)

Net debt (a) 899,924,982 618,620,120

Equity (including non-controlling interests) 137,917,154 123,953,980

Net debt and equity (b) 1,037,842,136 742,574,100

Net debt/ (net debt+equity) ratio 87% 83%

Debt is defined as long and short-term borrowings (excluding derivatives) as detailed in note 24. Equity includes all capital and reserves

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

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

the basis for recognition of income and expenses) for each class of financial asset, financial liability and equity instrument are disclosed

in note 3.

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

returns for shareholders and benefits for stakeholders. The Group also proposes to maintain an optimal capital structure to reduce the

cost of capital. Hence, the Group may adjust any dividend payments, return capital to shareholders or issue of new shares. Total capital

is the equity as shown in the consolidated statement of financial position. Currently, the Group primarily monitors its capital structure in

terms of evaluating the funding of wind farm and solar projects. Management is continuously evolving strategies to optimise the returns

and reduce the risks. It includes plans to optimise the financial leverage of the Group.

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

36. Financial instruments – Fair values and risk management IFRS 13 Fair Value Measurement requires entities to disclose measurement of fair values, for both financial and non-financial assets and

liabilities.Fairvaluesarecategorisedintodifferentlevelsinafairvaluehierarchybasedontheinputsusedinthevaluationtechniquesas

follows:

• Level1:Quotedprices(unadjusted)inactivemarketsforidenticalassetsorliabilities.

• Level2:InputsotherthanquotedpricesincludedinLevel1thatareobservablefortheassetorliability,eitherdirectly(i.e.asprices)

or indirectly (i.e. derived from prices).

• Level3:Inputsfortheassetorliabilitythatisnotbasedonobservablemarketdata(unobservableinputs).




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

Measurement of fair value: The following is the summary of valuation techniques used in the measurement of fair value of financial instruments:

Current investments:

Current investments represent the investments in traded mutual funds, whose fair value is determined by reference to their quoted

market price at the reporting date. The fair value represents the net asset value as stated by the issuer of these mutual fund units in the

published statements. Net asset value represents the price at which either the issuer will issue further units in the mutual fund or the

investor can redeem the investments.

Derivative financial instruments:

The fair value of the option contracts embedded in the derivative financial instruments are determined using binomial lattice model. The

inputs for this model include stock price, internal rate of return, expected time for option expiry, volatility, risk free rate, etc.

Financial risk management: The Group’s activities expose it to a variety of financial risks, including market risk, credit risk and liquidity risk. The Group’s primary risk

managementfocusistominimisepotentialadverseeffectsofmarketriskonitsfinancialperformance.TheGroup’sriskmanagement

assessment and policies and processes are established to identify and analyse the risks faced by the Group, to set appropriate risk limits

and controls, and to monitor such risks and compliance with the same. Risk assessment and management policies and processes are

reviewed regularly to reflect changes in market conditions and the Group’s activities. The Board of Directors and the Audit Committee is

responsible for overseeing the Group’s risk assessment and management policies and processes.

A. Market Risk(i) Currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes

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

partwhentheGroupholdsfinancialassetsandliabilitiesdenominatedinacurrencydifferentfromthefunctionalcurrencyof

the entity. Based on the current profile of the Group, the net liability held in foreign currency is not significant and as such the

Group’s exposure to currency risk is limited.

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

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

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

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

Hence, the Group is exposed to the fair value risk on such derivative financial instruments.

The average interest rate on short-term bank deposits during the year was 7.11% (31 December 2015: 7.23%).

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

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

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



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

(ii) Interest rate risk (continued) The Group’s exposure to interest rates on financial instruments is detailed below:



USD USD

Financial assets

Cash and bank balances (note 23) 45,172,919 55,577,280

Total interest rate dependent financial assets 45,172,919 55,577,280

Financial liabilities

Borrowings (note 24) 945,097,901 674,197,400

Total interest rate dependent financial liabilities 945,097,901 674,197,400



USD USD

Amount used 812,413,702 688,203,430

Amount unused 71,313,882 223,024,206

Total finance facilities 883,727,584 911,227,636

The amounts included above for interest rate dependent financial assets are fixed interest bearing financial assets.

If the interest rate on INR denominated borrowings had been increased or decreased by 100 basis points, with all other

variables held constant, post tax income for the year ended 31 December 2016 would have been increased/ decreased by

USD 7,599,146 (31 December 2015: USD 4,369,594).

(iii) Price risk The Group is exposed to mutual funds price (Net Asset Value – ‘NAV’) risk because of investments in debt-based mutual fund

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

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

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

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

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

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

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

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

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

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

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

assets and liabilities. Details of additional undrawn facilities that the Group has at its disposal to reduce further liquidity risk are set

out below.

The Group has access to financing facilities as described below, of which USD 71,313,882 (31 December 2015: USD 223,024,206)

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

of maturing financial assets.




36. Financial instruments - Fair values and risk management (continued) The following table details the Group’s remaining contractual maturity for its financial liabilities with agreed repayment periods. The

tables have been drawn up based on the undiscounted cash flows of financial liabilities based on the earliest date on which the Group

can be required to pay as at 31 December 2016 and 31 December 2015:

31 December 2016:2017 2018 2019 2020 Thereafter Total

USD USD USD USD USD USD

Non-derivative financial liabilities:

Borrowings 68,976,072 42,674,585 158,742,881 46,947,256 627,757,107 945,097,901

Trade and other payables 23,792,068 - - - - 23,792,068

Liability component of CCPS 2,597,853 2,597,853 - - - 5,195,706

Finance lease obligations 218,208 244,392 273,720 306,566 10,973,002 12,015,888

Other non-current liabilities 6,083,218 17,560,311 3,149,845 - - 26,793,374

Derivative Financial liabilities:

Derivative instruments not designated as hedge 3,375,881 - - - - 3,375,881

Total financial liabilities 105,043,300 63,077,141 162,166,446 47,253,822 638,730,109 1,016,270,818

31 December 2015:2016 2017 2018 2019 Thereafter Total

USD USD USD USD USD USD

Non-derivative financial liabilities:

Borrowings 49,764,216 27,435,882 33,127,511 152,798,868 411,070,923 674,197,400

Trade and other payables 18,896,128 - - - - 18,896,128

Liability component of CCPS 4,234,334 2,160,722 - - - 6,395,056

Finance lease obligations 101,165 113,305 126,902 142,130 5,934,381 6,417,883

Other non-current liabilities 97,511,227 8,431,342 8,479,512 - - 114,422,081

Derivative Financial liabilities:

Derivative instruments not designated as hedge 1,158,698 2,270,683 - - - 3,429,381

Total financial liabilities 171,665,768 40,411,934 41,733,925 152,940,998 417,005,304 823,757,929

C. Credit risk 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’s credit risk arises from accounts receivable balances on the sale of electricity. The Indian entities have

entered into power purchase agreements with transmission / distribution companies incorporated by the Indian State Governments

and captive customers. The Group is therefore committed to sell power to these customers and any potential risk of default is on

Government parties. The Group is paid monthly by the transmission companies and captive customers for the electricity it supplies.

The Group assesses the credit quality of the purchaser based on its financial position and other information.

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

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

The Group is reliant on a small number of suppliers and customers. Refer note 20 for the ageing of trade receivables.

Theindustrycurrentlygetsbenefits/supportfromtheIndianGovernment.ChangesintheGovernmentpolicycouldimpacttariffs

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

37. Related party transactions Balances and transactions between the Company and its subsidiaries, which are related parties of the Company, have been eliminated

and are not disclosed in this note. The transactions with related parties are priced on an arm’s length basis and are settled as per agreed

terms. Details of transactions between the Group and related parties are disclosed below.

The key management personnel of the Group are: 1. Mr Ravi Kailas - Chairman and Director #

2. Mr Rohit Phansalkar - Non-Executive Director

3. Mr Russell Walls - Non-Executive Director

4. Mr. Vikram Kailas - Chief Executive Officer (w.e.f 09 August 2016)

# Chief Executive Officer up to 08 August 2016.



The entities where certain key management personnel have significant influence are: 1. Bindu Urja Infrastructure Limited

2. Mytrah Wind Developers Private Limited

37. Related party transactions (continued)



USD USD

Advance given/ (adjusted) towards development and construction of wind farm projects:

Bindu Urja Infrastructure Limited 6,773,992 2,396,019

Mytrah Wind Developers Private Limited - (24,120)

Purchase towards development and construction of wind farm projects:

Bindu Urja Infrastructure Limited 4,440,552 604,166

Security deposits for usage of land and power evacuation facilities:

Bindu Urja Infrastructure Limited 634,384 2,862,561

Upfront lease rentals paid for land and leased power evacuation facilities:


Reimbursement of expenses:




USD USD

Advance towards development and construction of wind farm projects:


Security deposits for usage of land and power evacuation facilities (note 16, 17 & 21 ):


Mytrah Wind Developers Private Limited 6,333,137 6,494,218

Other payables

Bindu Urja Infrastructure Limited - 1,318,150

Capital contributions received from (note 30):


Mytrah Wind Developers Private Limited 6,817,514 6,817,514

The following related party transactions occurred during the year:

The following balances were outstanding at the end of the year:

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

Party Disclosures.



USD USD

Salaries and bonus 2,038,368 1,434,244

Share-based payments 2,344,575 639,228

Total 4,382,943 2,073,472

Mr. Ravi Kailas (Chairman) transferred 11,544,989 options (includes 1,320,000 options transferred from Mr. Vikram Kailas), which were

granted to him by the company, to R&H Trust Co (Jersey) Limited on 13 May 2016.




38. Share-based payments

The Group has an equity-settled share option scheme for certain directors of the Company and employees in the Group. In addition to

the equity-settled share options, the Group makes other minor issues of cash settled options to its certain employees. These cash settled

grants do not result in the issuance of common stock and are considered immaterial by the Group. All options have a vesting period over

three years. Each share option converts into one ordinary share of the concerned entity on exercise. Options may be exercised at any

time from the date of vesting to the date of the expiry. No amounts are paid or payable by the recipient until the receipt of the option.

The options carry neither rights to dividends nor voting rights. Options lapse if the employee leaves the concerned entity before the

options vest.

Mytrah Energy Limited: During the year, the Company has reissued 11,893,324 share options to directors and group employees at the exercise price of GBP 0.01

by replacing 21,640,058 share options which were issued to directors and group employees at the exercise price of GBP 1.15, GBP 0.75

and GBP 0.772 as the case may be. In accordance with IFRS 2, the Group has charged the incremental fair value of the modified options

issued over the vesting period of the options.

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



Number of share options

Weighted average exercise price



GBP GBP

Outstanding at beginning of year 24,138,758 0.95 14,668,839 1.06

Granted during the year 11,893,324 0.01 9,680,000 0.78

Exercised during the year * (85,434) 0.01 - -

Cancelled during the year (21,641,158) 0.92 (210,081) 0.77

Outstanding at the end of the year 14,305,490 0.21 24,138,758 0.95

The options outstanding as at 31 December 2016 had a weighted average exercise price of GBP 0.21, and a weighted average remaining

contractual life of 3 years and 4 months.

Details of options granted during the year are as follows:

Year ended Employees / Directors Options granted during the year

Expiry Date Exercise price Fair value at grant date

GBP GBP31 December 2016 Employees and Directors 11,893,324 23.12. 2021 0.01 0.50

31 December 2015 Directors 9,680,000 23.12. 2021 0.78 0.76

The aggregate incremental fair value of the share options issued during the year was USD 4,267,131. The incremental fair value of

options is measured using the Black-Scholes Merton valuation model. Service and non-market performance conditions attached to the

arrangements were not taken into account in measuring fair value. Measurement inputs include the following:

* represents cash settled share options.

Weighted average share price (GBP) 0.50

Weighted average exercise price (GBP) 0.01

Expected volatility 43.41%

Expected life 3 years

Risk-free interest rate 0.94%

Expected volatility is determined based on the evaluation of the historical volatility of the Company’s share price from the date of listing

on 12 October 2010 to the date of issue of options. During the year the Group recognised expense of USD 2,973,768 (net of employee

benefits expense capitalized USD 30,383) (31 December 2015: USD 639,228 (net of employee benefits cost capitalized USD 68,528)) in

relation to share-based payment transactions and the unamortised expense as at 31 December 2016 is USD 1,149,654 (31 December

2015: USD 2,681,038).

Further, Mr. Ravi Kailas (Chairman) transferred 11,544,989 options (includes 1,320,000 options transferred by Mr. Vikram Kailas), which

were granted to him by the company, to R&H Trust Co (Jersey) Limited on 13 May 2016.



38. Share-based payments (continued)

Mytrah Energy (India) Private Limited: MEIPL has issued 56,900 options to group employees at the exercise price of INR 1,200 and cancelled 18,584 share options which were

issued to group employees at the exercise price of INR 1,200. In accordance with IFRS 2, the Group has charged the fair value of the

options issued over the vesting period of the options.

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

The aggregate fair value of the share options issued during the year was USD 98,543 (31 December 2015: USD 291,487). The fair value of

options is measured using the Black-Scholes-Merton valuation model. Service and non-market performance conditions attached to the

arrangements were not taken into account in measuring fair value. Measurement inputs include the following:

Weighted average share price (INR) 682

Weighted average exercise price (INR) 1,200

Expected volatility 43.41%

Expected life 3 years

Risk-free interest rate 7.38%

Expected volatility is determined based on the evaluation of the historical volatility of the Parent Company’s share price from the date

of listing on 12 October 2010 to the date of issue of options. During the year, the Group recognised expense of USD 16,653 (net of

employee benefits expense capitalized USD 198,258) (31 December 2015: USD 1,960 (net of employee benefits expense capitalized

USD 30,918)) in relation to share-based payment transactions and the unamortised expense as at 31 December 2016 is USD 143,513 (31

December 2015 : USD 258,612).

39. Contingent liabilities The Group is involved in appeals, claims, inspections and other matters that arise from time to time in the ordinary course of business.

Following are the details of contingent liabilities not recognised in these consolidated financial statements.







INR INR

Outstanding at beginning of year 273,450 1,200 - -

Granted during the year 56,900 1,200 277,450 1,200

Cancelled during the year (18,584) 1,200 (4,000) 1,200

Outstanding at the end of the year 311,766 1,200 273,450 1,200

The options outstanding as at 31 December 2016 had a weighted average exercise price of INR 1,200.

Details of options granted during the year are as follows:

Year ended Employees / Directors Options granted during the year

Exercise price

Fair value at grant date

INR INR31 December 2016 Employees and Directors 56,900 1,200 600-1800

31 December 2015 Employees and Directors 277,450 1,200 600



USD USD

a) Indirect tax matters pending in appeal 1,490,166 1,528,068

c) Direct tax matters pending in appeal 5,255,326 -

c) Guarantees given towards construction and execution of wind power projects - 903,057

6,745,492 2,431,125




40. Other matters In the previous year, one of the suppliers of a “Wind turbine generator” filed an arbitration application before the High Court of Telangana

and Andhra Pradesh (‘Honorable High Court’) seeking appointment of an arbitrator alleging that MEIPL has breached the terms of an

agreement and is liable for liquidated damages. The High Court, accordingly, appointed an Arbitrator and the application was disposed.

Subsequently, the Arbitrator appointed by the High Court has passed away. MEIPL is yet to receive any notice from High Court on

any fresh proceedings in this regard. Management has not acknowledged these claims as debts, given the nature of the underlying

dispute, allegations between the parties and significant uncertainties relating to the financial claims. Further, based on a legal opinion,

no additional disclosure is considered necessary as required under IAS 37.

41. Comparatives Previous year’s figures have been regrouped / reclassified wherever necessary to conform with the current year’s classification / disclosure.

Signed on behalf of the Board of Directors by:

Ravi Kailas Russell WallsChairman Director



A [email protected]

www.mytrah.com

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