TIDMGKO
RNS Number : 6205U
Greenko Group plc
04 December 2013
4 December 2013
Greenko Group plc
("Greenko", "the Company" or "the Group")
Interim Results for the six months ended 30 September 2013 ("the
period")
Greenko, the Indian developer, owner and operator of clean
energy projects, today announces its interim results for the period
ended 30 September 2013.
Financial Highlights
-- Operational capacity grew 74.6% from 244 MW in March 2013 to 426 MW to date
-- Revenue grew 32.4%, and adjusted(1) EBITDA grew 67.0% in constant currency terms
-- Reported(1) EBITDA increased 49% to EUR24.6 million (2012: EUR16.5 million)
-- Adjusted(1) profit after tax increased 151% to EUR10.5 million (2012: EUR4.2 million)
-- EUR117.9 million invested in new capacity
Operational Highlights
-- Addition of 183 MW of operational wind capacity
-- Mangalore Energy 15 MW wind farm added to the pipeline and brought into construction
-- Approximately 608.6 MW of projects in construction and 1,337 MW in active development
1. Adjusted for the 2012 one-off non-cash 2008 LTIP charge to
enable a like for like comparison with the current year.
Commenting on the results, Anil Chalamalasetty, CEO of Greenko,
said: "Greenko's 75% growth in capacity to 426 MW this year is
thanks to our structured development process that is focused on the
predictable and profitable phased roll out of utility scale
projects. As a result, we confidently expect to have well over 600
MW generating by the 2014 monsoon."
A presentation for analysts will be held at 09.30am this morning
at Tavistock Communications, 131 Finsbury Pavement, London, EC2A
1NT. Please contact Matt Ridsdale or Mike Bartlett on 020 7920 3150
if you would like to attend.
-Ends-
For further information please visit www.greenkogroup.com or
call:
Greenko Group plc
Anil Chalamalasetty +44 (0)20 7920 3150
Mahesh Kolli
Vasudeva Rao Kaipa
Mark Thompson
Arden Partners plc
Richard Day / Adrian Trimmings +44 (0)20 7614 5917
Tavistock Communications
Matt Ridsdale / Mike Bartlett / Niall Walsh +44 (0)20 7920 3150
About Greenko
Greenko is a mainstream participant in the growing Indian energy
industry and a market leading owner and operator of clean energy
projects in India utilising a de-risked portfolio of wind,
run-of-river hydropower, natural gas and biomass assets. The Group
is now focused on building new utility scale wind farms and
hydropower projects across India. Greenko intends to increase the
installed capacity it operates by winning concessions to develop
and build new greenfield assets, as well as making selective
acquisitions which enhance shareholder value.
Greenko's portfolio is carefully planned and managed to ensure
it offers investors diversification and spreads its risk across a
number of projects that utilise various well-proven environmental
technologies. The Company's goal is to reach 1,000 MW of
operational capacity in 2015 and approximately 2,000 MW in
2018.
With a core belief in sustainability both operationally and
environmentally, Greenko endeavours to be a responsible business
playing an important role in the community beyond its role in the
power generation industry. The Company maintains a continuous
involvement in localised projects and community programmes which
centre on education, health and wellbeing, environmental
stewardship and improving rural infrastructure.
Greenko Group plc was admitted to trading on the AIM market of
the London Stock Exchange (LSE: GKO) in November 2007.
Report to Shareholders
Chairman's Statement
I am pleased to report Greenko's interim results for the six
months ended 30 September 2013. The first half of 2013 has seen
significant progress across all areas of the business, putting us
on a strong footing to deliver long term and sustainable returns.
The disciplined project development process, investments, and
infrastructure put in place over the last three years are now
delivering strong growth in operational projects. Since the start
of this financial year, we have commissioned 183.0 MW of wind
projects, with further phases at an advanced stage of construction.
The Company is well positioned to have over 600 MW of operating
capacity ready for the 2014 generating season, and 1,000 MW by
2015.
Good performance from our southern hydro assets saw generation
grow by 39%. This ensured overall output increased despite the
northern hydro assets being affected by an extended winter that
resulted in a slower snowmelt. Wind assets did well during the
first year of operation, contributing significantly both to revenue
and generation.
Assets generating power grew from 244 MW to 309 MW. Shortly
after the end of the reporting period we reached 426 MW. We expect
growth to accelerate over the next two of years as we complete the
608.6 MW of projects currently under construction, and most of the
1,337 MW of projects currently in active development are moved into
construction. The recent addition of the Matrix and Mangalore wind
farms to access attractive tariffs in Karnataka give an indication
of the depth of existing development stage opportunities and our
ability to focus resources on the most profitable
opportunities.
Clean energy is an important part of the Indian energy market
and should provide a significant portion of the Indian Government's
12th Plan target for new capacity. The Indian energy market is
witnessing a paradigm shift, with the emphasis changing to price
discovery using reliable supply contracts, instead of unsustainable
subsidized power. Given the major shortages in domestic coal and
gas supplies, the market now reflects global commodity pricing in
its long term base load supply and financial return expectation.
This effect is visible in the bidding process across multiple
states with tariffs well above Rs5/kWh (Euro 80/MWh).
Greenko's wind and hydro portfolio can - in most states -
profitably supply power below the price of conventional generation.
In addition, the policy of some states of making long term,
attractive price announcements for wind, as in the case of Madhya
Pradesh, has encouraged investments from a number of IPPs,
including ourselves. These factors, coupled with increased demand,
means that Greenko is well positioned to provide financially
attractive, sustainable long term returns.
The Company's profitable progress and strong underlying
operational performance was achieved despite a difficult economic
environment. The depreciation of the Rupee against the Euro by
approximately 12.3% has again led to foreign currency translation
differences in our consolidated accounts. Generation increased 15%
and power revenue increased 17.8%, despite the weakness of the
Indian Rupee, as our generating mix changed with the growth in
attractively priced and high margin wind power.
Outlook
In an environment of ever increasing demand for power in India,
the attraction of developing, owning and operating diversified
portfolio of hydro and wind generating assets puts Greenko in a
strong position for profitable and sustained growth. Over the next
two years the shape and size of our operating portfolio will
transform, as the 608.6 MW of projects currently in construction
are completed. Despite challenges across the sector and exchange
rate volatility impacting the accounting treatment of our immediate
financials, we are confident that the quality of the underlying
assets should deliver substantial value to our shareholders. We see
Greenko emerging as a stable and leading player in India's power
generation sector. I look forward to reporting further progress to
you in the coming months.
Keith Henry
Chairman
Executive Directors' Statement
Introduction
I am pleased to present Greenko's preliminary un-audited
financial results for the six months ended 30 September 2013. We
demonstrated another period of profitable growth and the successful
completion of three wind farms, which together with the existing
portfolio establishes Greenko as a mainstream IPP in the Indian
energy market. After completing a successful equity raise with GIC,
the Singaporean sovereign wealth fund, we are now deploying the
capital to deliver our 2015 target of 1,000 MW and put in place the
foundations for subsequent growth. The total power portfolio under
our control represents over 2.2 GW and our operational portfolio
increased 74.6% to 426 MW since March 2013. We have 608.6 MW in
construction, 1,337 MW in active development and deployed EUR117.9
million into power assets in the first six months of our financial
year.
Financial Review
Reported revenue was EUR27.9 million (2012: EUR23.7 million)
from generation of 653 GWh (2012: 569 GWh). Adjusted EBITDA (net of
one-off ESOP charge, but including IFRS fair value adjustment), a
key performance indicator for Greenko, increased 49% to EUR24.6
million (2012: EUR16.5 million), despite being impacted by adverse
currency movements and lower generation from biomass assets.
Adjusted profit after tax increased 151% to EUR10.5 million (2012:
EUR4.2 million). Reported profit after tax of EUR4.2 million (2012:
EUR1.1 million) was attributed to minority shareholders, mainly the
preference share held by Global Environment Emerging Markets Fund
III (which invested in the Group at the Mauritius subsidiary level
in 2009) and the new investment from GIC.
The Group invested over EUR117.9 million into power assets,
primarily due to a significant increase in construction activity.
The cash balance at the end of the period was EUR43.5 million
(2012: EUR29.6 million), with total borrowings of EUR243.5 million
(2012: EUR213.9 million) and EUR114 million of committed but
undrawn facilities in place.
Operational and Development review
Greenko's generating portfolio strategy is designed around asset
clusters that offer economies of scale, as well as diversification
by geography, off-take and technology. Greenko reports on its
secured capacity in three categories: operating assets, projects
in-construction and concessions under active development. Together,
these represent over 2.2 GW of capacity, with 426 MW currently
operational and 608 MW in active construction. Having commissioned
the Basvanbagewadi Phase-1, Balavenkatpuram Phase-1 and Matrix wind
farms in the last few months, Greenko expects to have commissioned
another 200 MW of wind projects ahead of the 2014 monsoon. As a
result, we remain confident that 1,000 MW should be operational in
2015.
Hydro
Greenko currently has 165.25 MW of operational hydro and is one
of the largest operators of small hydro projects in India. It has a
further 187.6 MW under construction and the Company is continuing
to assess selective acquisition opportunities for projects at a
late stage of development, or recently commissioned.
Over the period, our hydro assets performed well. An extended
winter and relatively weak summer meant that generation from our
northern hydro assets (71 MW) was 244 GWh, down 2% on the previous
year (2012: 248 GWh), although still within normal year on year
variability. An early monsoon helped southern hydro generation to
recover to 156 GWh, giving a 39% improvement over the previous year
(2012: 113 GWh). Two southern hydro assets, representing 35 MW,
were successfully moved from State PPAs to open market PPAs and the
impact of the resulting higher tariff should be apparent in next
year's results.
Progress has continued with the 187.6 MW of hydro projects
currently in-construction:
-- Dikchu (96 MW) in Sikkim is our largest hydro project and
remains on track to be commissioned ready for the 2015 monsoon. Key
components of the project are progressing well. Over 60% of the
underground civils are complete and works involving electro
mechanical and hydro mechanical have been initiated. The majority
of the Alsthom turbines and the electro-magnetic components have
been delivered to site, enabling the installation of key equipment
to begin. The project experienced delays due to abnormal weather
conditions earlier in the year, but remains on schedule to begin
commissioning for 2015's generating season.
-- Southern hydro cluster - Karnataka
o AMR-2 (10 MW) is a monsoon 'peaking' plant being built next to
the AMR and Rithwick (each 24.75 MW) complex. By using the existing
sub-station and site infrastructure, the overall cost is lowered
substantially. Construction is in progress and commissioning should
be completed by the 2014 monsoon season.
o Kukkey-1 (24 MW) roads and infrastructure are in place. Work
on the impoundment structure began at the end of this year's
monsoon and equipment orders have been finalized.
o Kumardhara (24 MW) initial access work has started, with
equipment ordered for delivery in 2014.
-- Northern hydro cluster - Himachal Pradesh
o Paudital Lassa (24 MW) tunnelling has started and all access
roads are in place. Adit II portal construction is in progress,
with E & M orders issued.
o Jeori (9.6 MW) site work has started, with enabling
infrastructure on-going. Construction of the access roads is
complete, with Head Race Tunnel excavation and other supporting
works in progress.
Wind
The Group's wind strategy is based on the extensive analysis of
wind data to deliver reliable long-term generating profiles along
with large utility scale projects, built in a phased manner. As a
result, Greenko has added 183.0 MW of new capacity, across three
sites, since the start of the current financial year. A further 200
MW is expected to be completed ready for the 2014 monsoon
generating period.
During the year, the Government of India reinstated the
Generation Based Incentive (Rs0.5/kWh capped at Rs10 million per
MW). Several states also raised their wind energy tariffs,
benefitting all three Greenko operating clusters. Greenko now has
over 1,110 MW of wind assets in active development, including 421
MW of projects in varying stages of construction.
Taking the main wind projects in turn:
-- Ratnagiri Wind Farm (101.6 MW) in Maharashtra is Greenko's
first major wind project. Phase-1 (65.6 MW) was commissioned ready
for the 2013 monsoon. Over the period it generated 93 GWh, slightly
ahead of expectations. The infrastructure for the full 101.6 MW
capacity is in place and Phase-2 (36 MW) is under construction with
turbine delivery starting in December. Phase-2's commissioning is
planned to capture the 2014 wind season.
-- Basvanbagewadi Wind Farm (150 MW) in Karnataka is Greenko's
second major wind project. Phase-1 (51.2 MW) was commissioned at
the period end with GE 1.6 MW XLE machines. The entire site's
infrastructure is in place, with a 180 MW grid connection that is
shared with the Matrix and Mangalore projects. Phase-2 (50.0 MW) is
at an advanced stage of construction using the Gamesa G-97 2.0 MW
turbine and remains on track for commissioning during our current
financial year.
-- Matrix Wind Farm (15.0 MW) was recently commissioned. It is
co-located with Greenko's Basvanbagewadi project and shares its
existing 180 MW grid connection. The project is selling its power
directly to a multi-national IT park near Bangalore, via an
attractive 10-year indexed power purchase agreement. It uses the
well-proven Vensys V87 1.5 MW gearless turbine made by ReGen, which
should in an average year deliver a 28% capacity factor.
-- Mangalore Wind Farm (15.0 MW) was recently announced and is also co-located with Greenko's Basvanbagewadi project. It shares the existing 180 MW grid connection and should be operational during the current financial year. Construction is underway with the Vensys V87 1.5 MW turbine, with power sold via a bilateral power purchase agreement.
-- Balavenkatpuram Wind Farm (200 MW) in Andhra Pradesh is
Greenko's third major wind project. Phase 1 (51.2 MW) was
commissioned a month early in November and uses the enhanced GE 1.6
XLE turbine. The entire site's infrastructure has been completed
for the full 200 MW. Phase-2 (50.0 MW) is at an advanced stage
execution with 60% of the Gamesa G-97 turbines already up. Phase-3
(50.0 MW) has begun, with its turbines expected to start arriving
in early 2014. Phase-4 (50.0 MW) is now being planned, with
construction expected to start at the end of the 2014 wind
season.
-- Tanot Wind Farm (120 MW) in Rajasthan is Greenko's fourth
major wind cluster and was initiated during the current financial
year. Land required for the project has been acquired and turbines
required for the project have been agreed. The Company anticipates
accelerating this development once the State Elections that are
currently underway have been completed.
Thermal
The 36.8 MW liquid fuel plant continues to generate operating
profit in line with expectations, using the existing quasi-tolling
structure. The Group's 41.5 MW of biomass assets continue to
operate below our long-term expectations and output was lower than
the previous period, as we ran the plants to maximise cash
generation. We expect to see an improvement over the full financial
year, as Andhra Pradesh's tariff was increased in mid-November,
while the Ravi Kiran (7.5 MW) plant in Karnataka moved to a
merchant tariff allowing access to better prices.
Business Development
With a significant portion of the current portfolio having
secured long term state PPAs, the Company is now working towards
increasing the proportion of highly attractive open market
contracts for new projects. We are working towards optimizing
revenue with a mix of open market tariffs and state PPAs, which
should improve returns and improve diversification.
The Company's infrastructure, brand and standing within the
industry also bring unrivalled access to acquisition opportunities.
Greenko continues to pursue a twin-track strategy of developing new
concessions and acquisitions in hydro, where we see real
opportunities to scale-up our business. As always, we remain highly
selective but expect to take forward an attractive opportunity in
the near future.
Our growth plans are unchanged and we remain focussed on
maximising shareholders' returns.
Anil Chalamalasetty
CEO
Interim condensed consolidated statement of financial
position
30 September 30 September 31 March
2013 2012 2013
(Un-audited) (Un-audited) (Audited)
-------------------- --------------- -------------
Assets
Non-current assets
Intangible assets 105,216,056 91,158,619 116,641,640
Property, plant and equipment 440,288,315 331,660,668 400,075,891
Bank deposits 2,486,900 3,688,485 7,542,157
Trade and other receivables 5,388,880 17,579,792 4,385,988
-------------------- --------------- -------------
553,380,151 444,087,564 528,645,676
-------------------- --------------- -------------
Current assets
Inventories 7,046,836 8,703,921 7,335,762
Trade and other receivables 44,466,149 46,377,558 42,780,524
Available-for-sale financial
assets 46,114 1,534,533 60,910
Current income tax assets - 46,086 -
Bank deposits 8,965,567 17,011,877 4,313,538
Cash and cash equivalents 32,039,494 8,865,549 23,921,007
-------------------- --------------- -------------
92,564,160 82,539,524 78,411,741
-------------------- --------------- -------------
Total assets 645,944,311 526,627,088 607,057,417
-------------------- --------------- -------------
Equity
Ordinary shares 753,308 753,308 753,308
Share premium 201,336,875 201,336,875 201,336,875
Share based payment reserve 59,063 (4,035,062) -
Revaluation reserve - 34,324 4,035
Currency translation reserve (59,624,272) (13,461,227) (17,375,265)
Other reserves including capital
subsidy 38,278,612 (2,852,337) (3,405,542)
Option reserve (15,594,526) - (15,594,526)
Retained earnings 30,032,071 23,688,741 28,954,634
-------------------- --------------- -------------
Equity attributable to owners
of the Company 195,241,131 205,464,622 194,673,519
Non - controlling interests 127,871,967 42,133,681 71,802,643
-------------------- --------------- -------------
Total equity 323,113,098 247,598,303 266,476,162
-------------------- --------------- -------------
Liabilities
Non-current liabilities
Retirement benefit obligations 297,716 257,655 371,746
Borrowings 227,597,734 197,434,057 229,812,108
Other Financial Liability 23,899,966 - 24,474,057
Trade and other payables 1,822,662 4,707,603 2,064,903
Deferred income tax liabilities 32,881,425 26,732,454 35,470,245
286,499,503 229,131,769 292,193,059
-------------------- --------------- -------------
Current Liabilities
Trade and other payables 19,950,330 33,336,541 30,201,891
Current tax liability 514,018 - 135,205
Borrowings 15,867,362 16,560,475 18,051,100
-------------------- --------------- -------------
36,331,710 49,897,016 48,388,196
-------------------- --------------- -------------
Total liabilities 322,831,213 279,028,785 340,581,255
-------------------- --------------- -------------
Total equity and liabilities 645,944,311 526,627,088 607,057,417
-------------------- --------------- -------------
Interim condensed consolidated income statement
Six month period Six month Year ended
ended period ended
30 September 30 September 31 March
2013 2012 2013
(Un-audited) (Un-audited) (Audited)
------------------- --------------- -------------
Revenue 27,878,287 23,655,821 38,345,397
Other operating income 79,575 122,196 3,645,725
Cost of material and power generation
expenses (1,936,430) (3,318,964) (7,441,941)
Employee benefits expense (1,742,188) (2,105,010) (4,066,649)
Other operating expenses (1,949,234) (2,195,001) (5,196,128)
Depreciation and amortization (5,902,255) (4,571,065) (9,007,074)
Excess of group's interest in the
fair value of acquiree's assets
and liabilities over cost 2,257,265 345,705 7,474,334
Employee share based payments (59,063) (4,035,062) (4,035,062)
------------------- --------------- -------------
Operating profit 18,625,957 7,898,620 19,718,602
Finance income 414,911 1,815,068 3,584,103
Finance cost (7,005,687) (7,974,169) (15,343,134)
------------------- --------------- -------------
Finance Costs - net (6,590,776) (6,159,101) (11,759,031)
------------------- --------------- -------------
Profit before income tax 12,035,181 1,739,519 7,959,571
Income tax expense (1,517,444) (1,557,498) (1,944,131)
------------------- --------------- -------------
Profit for the period/year 10,517,737 182,021 6,015,440
------------------- --------------- -------------
Attributable to:
Equity holders of the Company 6,335,772 (902,960) 4,353,259
Non - controlling interests 4,181,965 1,084,981 1,662,181
------------------- --------------- -------------
10,517,737 182,021 6,015,440
------------------- --------------- -------------
Earnings per share for profit attributable
to the equity holders of the Company
during the period/year
-Basic (in cents)
-Diluted (in cents) 4.21 (0.62) 2.94
4.02 (0.62) 2.81
Interim condensed consolidated statement of comprehensive
income
Six month period Six month Year ended
ended period ended
30 September 30 September 31 March
2013 2012 2013
(Un-audited) (Un-audited) (Audited)
---------------------- --------------- ------------
Profit for the period/year 10,517,737 182,021 6,015,440
Other comprehensive income
Items that will be reclassified
subsequently to Profit or loss
Unrealized gains on available-for-sale
financial assets (1,008) (328) (1,710)
Exchange differences on translating
foreign operations (66,580,591) 852,890 (3,876,718)
---------------------- --------------- ------------
Total other comprehensive income (66,581,599) 852,562 (3,878,428)
---------------------- --------------- ------------
Total comprehensive income/(loss) (56,063,862) 1,034,583 2,137,012
---------------------- --------------- ------------
Total comprehensive income/(loss)
attributable to:
Equity holders of the Company (39,851,750) (206,230) 1,131,382
Non - controlling interests (16,212,112) 1,240,813 1,005,630
---------------------- --------------- ------------
(56,063,862) 1,034,583 2,137,012
---------------------- --------------- ------------
Interim condensed consolidated statement of changes in equity
(Un-audited)
Total equity
Share attributable
based Currency to equity
Ordinary Share payment Revaluation translation Other Option Retained holders of the Non-controlling
shares premium reserve reserve reserve reserves reserve earnings Company interests Total equity
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
At 1 April 2013 753,308 201,336,875 - 4,035 (17,375,265) (3,405,542) (15,594,526) 28,954,634 194,673,519 71,802,643 266,476,162
Transfer from
revaluation
reserve to
retained earnings - - - (4,035) - - - 24,729 20,694 (20,694) -
Sale of interest in
subsidiaries - - - - 3,937,507 41,685,162 - (5,283,064) 40,339,605 72,302,130 112,641,735
Value of employee
services - - 59,063 - - - - - 59,063 - 59,063
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
Transaction with
owners - - 59,063 (4,035) 3,937,507 41,685,162 - (5,258,335) 40,419,362 72,281,436 112,700,798
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
Profit for the
period - - - - - - - 6,335,772 6,335,772 4,181,965 10,517,737
Other comprehensive
income
Unrealised loss on
available-for-sale
financial assets - - - - - (1,008) - - (1,008) - (1,008)
Exchange
differences on
translating
foreign operations - - - - (46,186,514) - - - (46,186,514) (20,394,077) (66,580,591)
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
Total comprehensive
income for the
period - - - - (46,186,514) (1,008) - 6,335,772 (39,851,750) (16,212,112) (56,063,862)
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
At 30 September
2013 753,308 201,336,875 59,063 - (59,624,272) 38,278,612 (15,594,526) 30,032,071 195,241,131 127,871,967 323,113,098
--------- ------------ -------- ------------ -------------- ------------ ------------- ------------ --------------- ---------------- -------------
Interim condensed consolidated statement of changes in equity
(Un-audited)
Total equity
attributable
Share Currency to equity Non -
Ordinary Share based payment Revaluation translation Other Retained holders of controlling Total
shares premium reserve reserve reserve reserves earnings the Company interests Equity
----------------- ------------- --------------- ------------ ------------ ---------------- ---------- ------------- ------------ -----------
At 1 April 2012 708,202 185,556,658 1,516,421 62,085 (14,158,270) (3,224,221) 24,563,925 195,024,800 38,833,684 233,858,484
Transfer from
revaluation
reserve to
retained
earnings - - - (27,776) - - 27,776 - - -
Equity issue during
the period 45,106 6,193,672 - - - - - 6,238,778 - 6,238,778
Transfer from Share
payment reserve on
exercise of ESOPs - 9,586,545 (9,586,545) - - - - - - -
Non controlling
interests - - - - - - - - 1,982,651 1,982,651
Value of employee
services - - 4,035,062 - - - - 4,035,062 - 4,035,062
Grant received from
Govt. of India - - - - - 372,212 - 372,212 76,533 448,745
----------------- ------------- --------------- ------------ ------------ ---------------- ---------- ------------- ------------ -----------
Transactions with
Owners 45,106 15,780,217 (5,551,483) (27,776) - 372,212 27,776 10,646,052 2,059,184 12,705,236
----------------- ------------- --------------- ------------ ------------ ---------------- ---------- ------------- ------------ -----------
Profit for the
period - - - - - - (902,960) (902,960) 1,084,981 182,021
Other comprehensive
income
Unrealised gain on
available-for-sale
financial assets - - - - - (328) - (328) - (328)
Currency
translation
reserve - - - 15 697,043 - - 697,058 155,832 852,890
Total comprehensive
income for the
period - - - 15 697,043 (328) (902,960) (206,230) 1,240,813 1,034,583
----------------- ------------- --------------- ------------ ------------ ---------------- ---------- ------------- ------------ -----------
At 30 September
2012 753,308 201,336,875 (4,035,062) 34,324 (13,461,227) (2,852,337) 23,688,741 205,464,622 42,133,681 247,598,303
----------------- ------------- --------------- ------------ ------------ ---------------- ---------- ------------- ------------ -----------
Interim condensed consolidated statement of changes in equity
(Audited)
Total equity
attributable
Share based Currency to equity
Ordinary Share payment Revaluation translation Other Option Retained holders of Non-controlling
shares premium reserve reserve reserve reserves reserve earnings the Company interests Total equity
--------- ------------ ------------ ------------ ------------- ------------ ------------- ----------- ------------- ---------------- -------------
At 1 April 2012 708,202 185,556,658 1,516,421 62,085 (14,158,270) (3,224,221) - 24,563,925 195,024,800 38,833,684 233,858,484
Transfer from
revaluation
reserve to
retained earnings - - - (54,878) - - - 54,878 - - -
Issue of share
capital (Net of
issue expenses) 45,106 6,193,672 - - - - - - 6,238,778 - 6,238,778
Transfer of share
based payment
reserve - 9,586,545 (9,586,545) - - - - - - - -
Sale of interest in
subsidiaries - - - - - - - (17,428) (17,428) 32,096,278 32,078,850
Recognition of
liability for
option - - - - - - (15,594,526) - (15,594,526) - (15,594,526)
Acquisition of
non-controlling
interest - - - - - (551,823) - - (551,823) (209,482) (761,305)
Value of employee
services - - 8,070,124 - - - - - 8,070,124 - 8,070,124
Government grants - - - - - 372,212 - - 372,212 76,533 448,745
--------- ------------ ------------ ------------ ------------- ------------ ------------- ----------- ------------- ---------------- -------------
Transaction with
owners 45,106 15,780,217 (1,516,421) (54,878) - (179,611) (15,594,526) 37,450 (1,482,663) 31,963,329 30,480,666
--------- ------------ ------------ ------------ ------------- ------------ ------------- ----------- ------------- ---------------- -------------
Profit for the year - - - - - - - 4,353,259 4,353,259 1,662,181 6,015,440
Other comprehensive
income
Unrealised loss on
available-for-sale
financial assets - - - - - (1,710) - - (1,710) - (1,710)
Exchange
differences on
translating
foreign operations - - - (3,172) (3,216,995) - - - (3,220,167) (656,551) (3,876,718)
--------- ------------ ------------ ------------ ------------- ------------ ------------- ----------- ------------- ---------------- -------------
Total comprehensive
income for the
year - - - (3,172) (3,216,995) (1,710) - 4,353,259 1,131,382 1,005,630 2,137,012
At 31 March 2013 753,308 201,336,875 - 4,035 (17,375,265) (3,405,542) (15,594,526) 28,954,634 194,673,519 71,802,643 266,476,162
--------- ------------ ------------ ------------ ------------- ------------ ------------- ----------- ------------- ---------------- -------------
Interim condensed consolidated statement of cash flow
Six month Six month
ended ended
Year ended
30 September 30 September 31March
2013 2012 2013
(Un-audited) (Un-audited) (Audited)
--------------- --------------- --------------
A. Cash flows from operating activities
Profit before income tax 12,035,181 1,739,519 7,959,571
Adjustments for
Depreciation and amortization 5,902,255 4,571,065 9,007,074
(Profit)/loss on sale of assets (31,559) 59,861 12,606
Value of employee services 59,063 4,035,062 4,035,062
Finance income (414,911) (1,810,560) (3,584,103)
Finance cost 7,005,687 7,974,169 15,343,134
Provision for impairment of trade
and other receivables - - 656,580
Excess of group's interest in the
fair value of acquiree's assets
and liabilities over cost (2,257,265) (345,705) (7,474,334)
Changes in working capital
Inventories (1,080,329) (991,412) 136,231
Trade and other receivables (6,863,107) (6,822,935) (2,762,102)
Trade and other payables (3,187,053) (1,771,439) (665,855)
--------------- --------------- --------------
Cash generated from operations 11,167,962 6,637,625 22,663,864
Income taxes paid (818,221) (1,316,085) (1,331,018)
--------------- --------------- --------------
Net cash generated from operating
activities 10,349,741 5,321,540 21,332,846
--------------- --------------- --------------
B. Cash flows from investing activities
Purchase of property, plant and
equipment and capital expenditure (112,589,038) (29,945,371) (87,599,077)
Proceeds from sale of assets 38,579 85,580 138,208
Acquisition of business, net of
cash acquired (5,303,384) (9,115,141) (24,379,313)
Acquisition of non controlling interest - - (2,172,959)
Investment in mutual funds - (1,444,878) -
Advance for purchase of equity - (4,155,052) (1,021,171)
Payment for acquisitions relating
to earlier years (10,054,870) (218,028) (358,118)
Bank deposits (1,819,111) (5,919,898) 3,315,893
Interest received 400,107 1,289,937 3,700,599
Dividends received 258 1,148 19,235
--------------- --------------- --------------
Net cash used in investing activities (129,327,459) (49,421,703) (108,356,703)
--------------- --------------- --------------
C. Cash flows from financing activities
Proceeds from issue of shares (Net
of Costs) - 6,238,778 6,238,778
Proceeds from non controlling interests
(Net of Costs) 113,509,865 - 17,937,927
Proceeds from borrowings 41,942,996 18,471,892 88,494,144
Repayment of borrowings (8,570,104) (7,330,014) (21,165,668)
Interest paid (12,859,110) (12,511,224) (27,175,599)
--------------- --------------- --------------
Net cash from financing activities 134,023,647 4,869,432 64,329,582
--------------- --------------- --------------
Net increase/(decrease) in cash
and cash equivalents 15,045,929 (39,230,731) (22,694,275)
Cash and cash equivalents at the
beginning of the period/year 23,921,007 48,513,270 48,513,270
Exchange losses on cash and cash
equivalents (6,927,442) (416,990) (1,897,988)
--------------- --------------- --------------
Cash and cash equivalents at the
end of the period/year 32,039,494 8,865,549 23,921,007
--------------- --------------- --------------
1. General information
Greenko Group plc ("the Company" or "the Parent") is a company
domiciled in the Isle of Man and registered as a company limited by
shares under the provisions of Part XI of the Isle of Man Companies
Act 2006. The registered office of the Company is at 4th floor, 14
Athol Street, Douglas, Isle of Man, IM1 1JA. The Company is listed
on the Alternative Investment Market ("AIM") of the London Stock
Exchange.
The Company together with its subsidiaries ("the Group") is in
the business of owning and operating clean energy facilities in
India. All the energy generated from these plants is sold to state
utilities and other electricity transmission and trading companies
in India through long-term power purchase agreements ("PPA"). The
Group holds licence to trade up to 100 million units of electricity
per annum in the whole of India except the state of Jammu and
Kashmir. However, the Group is yet to commence trading in
electricity. The Group is also a part of the Clean Development
Mechanism ("CDM") process and generates and sells Certified
Emission Reductions ("CER") and Voluntary Emission Reductions
("VER") and Renewable Energy Certificates ("REC").
These financial statements are the un-audited interim condensed
consolidated financial statements ("Interim Financial Statements")
for the six-month period ended 30 September 2013 (hereafter 'the
interim period'). The interim financial statements have been
approved for issue by the Board of Directors on 2 December
2013.
2. Basis of preparation
The condensed interim consolidated financial statements ("the
interim financial statements") are for the six months ended 30
September 2013 and are presented in Euros, which is the functional
currency of the Parent Company. The interim financial statements
have been prepared in accordance with International Accounting
Standard 34 (IAS 34) Interim Financial Reporting and do not include
all of the information required in annual financial statements in
accordance with International Financial Reporting Standards and
should be read in conjunction with the consolidated financial
statements of the Group for the year ended 31 March 2013.
3. Significant accounting policies
The interim financial statements have been prepared in
accordance with the accounting policies adopted in the Group's last
annual financial statements for the year ended 31 March 2013,
except for Presentation of Financial Statements Amendments
resulting from May 2010 Annual Improvements to IFRS. The
presentation of the Interim Financial Statements is consistent with
the audited Annual Financial Statements. Where necessary,
comparative information has been reclassified or expanded from the
previously reported Interim Financial Statements to take into
account any presentation changes made in the Annual Financial
Statements or in these Interim Financial Statements.
4. Estimates
The preparation of the Interim Financial Statements requires
management to make estimates and assumptions that affect the
reported amounts of revenues, expenses, assets, liabilities and the
disclosure of contingent liabilities at the date of the Interim
Financial Statements. If in the future such estimates and
assumptions, which are based on management's best judgments at the
date of the Interim Financial Statements, deviate from the actual
circumstances, the original estimates and assumptions will be
modified as appropriate in the period in which the circumstances
change.
5. Earnings per share
Both the basic and diluted earnings per share have been
calculated using the profit attributable to the shareholders of the
parent company as the numerator, i.e. no adjustments to profits
were necessary during the six months period ended 30 September 2013
and 2012.
The weighted average number of shares for the purposes of the
calculation of diluted earnings per share can be reconciled to the
weighted average number of ordinary shares used in the calculation
of basic earnings per share as follows:
30 September 30 September 31 March
2013 2012 2013
Weighted average number of ordinary
shares used in basic earnings
per share 150,661,606 146,048,609 148,286,819
Shares deemed to be issued for
no consideration in respect of
share based payments 149,994 - -
Shares deemed to be issued for
no consideration to preference
shareholders of subsidiary company 6,916,185 - 6,516,654
Weighted average number of ordinary
shares used in diluted earnings
per share 157,727,785 146,048,609 154,803,473
------------- ------------- ------------
6. On 1st April, 2013, the Company has granted 150,000 share
options to Mr. Keith Henry, Chairman of the Board, at the nominal
value of ordinary share. These share options will vest over a
period of 2 years as per the terms approved by the Remuneration
Committee.
7. During the period, the Government of Singapore Investment
Corporation Pte Limited ("GIC") through its affiliate Cambourne
Investments Private Limited ("CIPL") subscribed GBP100,000,000
through "A Exchangeable Shares" ("AES") in Greenko Mauritius
("GM").
CIPL has the right to exchange AES, subject to final adjustment,
one for one into ordinary shares of the Company at a price not
exceeding 260p per share for a minimum of 44,861,538 shares,
representing 19.50% on a fully diluted basis, between 1 July 2015
and 30 June 2017 and under certain specified circumstances at a
period earlier than 1 July 2015.
8. During the period, the pre-conversion lock-in period for
Global Environment Emerging Markets Fund III LP's ("GEEMF")
preference shares ("Preference Shares") in Greenko Mauritius ("GM")
and the period for calculating the required return, have been
extended by one year to 30 June 2015. This amendment aligns GEEMF
with the minimum lock-in period for the GBP100 million investment
into GM by an affiliate of the GIC. GEEMF's affirmative rights on
management reserved matters and shareholder reserved matters are
also extended to 30 June 2015, along with its existing right to
appoint two directors to the GM board. Further as a result of this
amendment, the warrants held by GEEMF to subscribe for 1,077,441
Ordinary Shares were terminated.
9. Intangible assets
Electricity
Licences PPAs Goodwill Total
------------------ --------------- ------------ ----------------
Cost
At 1 April 2013 92,030,142 12,974,056 18,071,729 123,075,927
Acquisition through business
combination 11,937,200 - - 11,937,200
Disposals - - - -
Exchange differences (17,516,699) (2,318,381) (3,229,306) (23,064,386)
At 30 September 2013 86,450,643 10,655,675 14,842,423 111,948,741
------------------ --------------- ------------ ----------------
At 1 April 2012 57,989,338 12,397,074 13,317,877 83,704,289
Acquisition through business
combination 7,272,459 804,799 4,557,509 12,634,767
Disposals - - - -
Exchange differences 181,949 36,807 49,832 268,588
At 30 September 2012 65,443,746 13,238,680 17,925,218 96,607,644
------------------ --------------- ------------ ----------------
At 1 April 2012 57,989,338 12,397,074 13,317,877 83,704,289
Acquisition through business
combination 35,220,404 804,799 5,071,181 41,096,384
Disposals (54,363) - - (54,363)
Exchange differences (1,125,237) (227,817) (317,329) (1,670,383)
At 31 March 2013 92,030,142 12,974,056 18,071,729 123,075,927
------------------ --------------- ------------ ----------------
Accumulated amortization and
impairment
At 1 April 2013 1,253,551 5,180,736 - 6,434,287
Charge for the period 235,587 1,341,673 - 1,577,260
Disposals - - - -
Exchange differences (243,282) (1,035,580) - (1,278,862)
At 30 September 2013 1,245,856 5,486,829 - 6,732,685
------------------ --------------- ------------ ----------------
At 1 April 2012 739,578 3,580,904 - 4,320,482
Charge for the period 264,623 834,773 - 1,099,396
Disposals - - - -
Exchange differences 6,181 22,966 - 29,147
At 30 September 2012 1,010,382 4,438,643 - 5,449,025
------------------ --------------- ------------ ----------------
At 1 April 2012 739,578 3,580,904 - 4,320,482
Charge for the year 522,825 1,649,293 - 2,172,118
Disposals (1,335) - - (1,335)
Exchange differences ( 7,517) ( 49,461) - ( 56,978)
At 31 March 2013 1,253,551 5,180,736 - 6,434,287
------------------ --------------- ------------ ----------------
Net book value
At 30 September 2013 85,204,787 5,168,846 14,842,423 105,216,056
At 30 September 2012 64,433,364 8,800,037 17,925,218 91,158,619
At 31 March 2013 90,776,591 7,793,320 18,071,729 116,641,640
------------------ --------------- ------------ ----------------
10. Property, plant and equipment
Plant and Furniture, fixtures & Capital
Land Buildings machinery equipment Vehicles work-in-progress Total
------------------- ------------------ ------------------- ---------------------- ---------------------- -------------------- ---------------------
Cost
At 1 April 2013 3,296,624 100,253,932 87,759,396 1,471,998 1,121,587 225,257,614 419,161,151
Additions 10,162 43,697 282,200 250,219 50,883 114,970,142 115,607,303
Acquisition through
business combination - - - 291 - 1,182,771 1,183,062
Capitalisation (Disposals) 2,904,286 5,136,128 59,249,952 (326) - (67,297,386) (7,346)
Exchange differences (827,626) (18,338,705) (17,790,026) (283,222) (204,586) (38,561,336) (76,005,501)
At 30 September 2013 5,383,446 87,095,052 129,501,522 1,438,960 967,884 235,551,805 459,938,669
------------------- ------------------ ------------------- ---------------------- ---------------------- -------------------- ---------------------
At 1 April 2012 3,167,309 49,291,504 72,073,071 1,025,232 927,940 112,375,583 238,860,639
Additions - 368,725 325,986 175,986 209,945 37,765,438 38,846,080
Acquisition through
business combination 194,542 52,434,719 16,807,940 51,257 88,184 769,388 70,346,030
Capitalisation/(Disposals) - - - (854) (142,047) - (142,901)
Exchange differences 9,373 289,347 252,865 5,726 3,892 (836,709) (275,506)
At 30 September 2012 3,371,224 102,384,295 89,459,862 1,257,347 1,087,914 150,073,700 347,634,342
At 1 April 2012 3,167,309 49,291,504 72,073,071 1,025,232 927,940 112,375,583 238,860,639
Additions 8,469 281,019 397,841 400,143 264,460 111,513,597 112,865,529
Acquisition through
business combination 194,542 52,434,719 16,831,589 63,524 89,492 3,461,189 73,075,055
Capitalisation/(Disposals) (16,024) - (11,445) (1,080) (203,995) (157,599) (390,143)
Exchange differences (57,672) (1,753,310) (1,531,660) (15,821) 43,690 (1,935,156) (5,249,929)
At 31 March 2013 3,296,624 100,253,932 87,759,396 1,471,998 1,121,587 225,257,614 419,161,151
------------------- ------------------ ------------------- ---------------------- ---------------------- -------------------- ---------------------
Land Buildings Plant and Furniture, fixtures Vehicles Capital Total
machinery & equipment work-in-progress
------------- ----------------- ----------------- -------------------- ------------------ ----------------------- --------------
Accumulated
depreciation
and
impairment
At 31 March
2013 - 5,995,417 12,315,693 426,236 347,914 - 19,085,260
Depreciation
for the
period - 1,482,842 2,696,837 89,826 55,490 - 4,324,995
Disposals - - - - - - -
Exchange
Difference - (1,192,755) (2,416,917) (83,516) (66,713) - (3,759,901)
At 30
September
2013 - 6,285,504 12,595,613 432,546 336,691 - 19,650,354
------------- ----------------- ----------------- -------------------- ------------------ ----------------------- --------------
At 1 April
2012 - 2,990,004 8,920,053 271,446 233,410 - 12,414,913
Charge for
the period - 1,539,102 1,805,861 69,625 57,081 - 3,471,669
Disposals - - - - - - -
Exchange
differences - 30,756 52,952 1,844 1,540 - 87,092
At 30
September
2012 - 4,559,862 10,778,866 342,915 292,031 - 15,973,674
------------- ----------------- ----------------- -------------------- ------------------ ----------------------- --------------
At 1 April
2012 - 2,990,004 8,920,053 271,446 233,410 - 12,414,913
Charge for
the year - 3,035,796 3,523,218 158,290 117,652 - 6,834,956
Disposals - - (788) (306) (60,318) - (61,412)
Exchange
differences - (30,383) (126,790) (3,194) 57,170 - (103,197)
At 31 March
2013 - 5,995,417 12,315,693 426,236 347,914 - 19,085,260
------------- ----------------- ----------------- -------------------- ------------------ ----------------------- --------------
Net book
value
At 30
September
2013 5,383,446 80,809,548 116,905,909 1,006,414 631,193 235,551,805 440,288,315
At 30
September
2012 3,371,224 97,824,433 78,680,996 914,432 795,883 150,073,700 331,660,668
At 31 March
2013 3,296,624 94,258,515 75,443,703 1,045,762 773,673 225,257,614 400,075,891
------------- ----------------- ----------------- -------------------- ------------------ ----------------------- --------------
11. Commitments
Capital expenditure contracted for at 30 September 2013 but not
yet incurred aggregated to EUR157,696,544 (31 March 2013:
EUR99,502,621).
12. Business combinations
During the period ended 30 September 2013, the Group acquired
the following companies to enhance the generating capacity of the
Group from clean energy assets. Details of these acquisitions are
set out below:
Effective Date of acquisition Percentage acquired
------------------------------- --------------------
Harsar Hydro Projects Private Limited (HHPPL) 1 July 2013 100.00%
Bharmour Hydro Projects Private Limited (BHPPL) 1 July 2013 100.00%
------------------------------- --------------------
HHPPL and BHPPL hold licenses to develop 75MW and 40 MW of hydel
projects in the state of Himachal Pradesh, India respectively.
These projects had obtained significant approvals to implement the
projects and these projects were under various stages of
development at the date of acquisition. These projects are
hereinafter collectively referred as 'Himachal Projects.
Generally, the total gestation period, starting from obtaining a
licence till commencement of commercial operations, for these types
of hydro power projects is four to five years. Hence, the projects
have significant value embedded in them, which is generally not
reflected in the books of account, and captured in the fair value
of licences. The excess of the Group's interest in the fair value
of an acquiree's assets and liabilities over cost resulting from
the time value which the Group gained, the value in readiness for
implementation and the negotiating skills of the Group.
Details of net assets acquired are as follows:
Himachal Projects
------------------
Purchase consideration:
- Cash paid 5,332,333
- Amounts paid as advance in earlier year 500,028
Total Purchase consideration 5,832,361
------------------
Fair value of net asset acquired 8,089,626
------------------
Excess of Group's interest in fair value of acquirees'
assets and liabilities (2,257,265)
------------------
Fair value of the acquiree's assets and liabilities arising from
the acquisition are as follows:
Himachal Projects
-------------------
Property, plant and equipment 291
Work in progress 1,182,771
Licence 11,937,200
Trade and other receivables 1,286
Cash and cash equivalents 28,949
Trade and other payables (1,187,846)
Deferred income tax liabilities (3,873,025)
-------------------
Net assets 8,089,626
-------------------
Purchase consideration settled in cash 5,332,333
Cash and cash equivalents (28,949)
-------------------
Cash outflow on acquisition 5,303,384
-------------------
This information is provided by RNS
The company news service from the London Stock Exchange
END
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