15th Jul 2008 07:00
Trikona Trinity Capital PLC
("Trikona TC" or "the Company")
Preliminary Results for the year ended 31 March 2008
Trikona Trinity Capital PLC (AIM: TRC), a fund created for investing in Indian real estate and infrastructure, announces its Preliminary Results for the year ended 31 March 2008.
Highlights
Financial
Successfully invested £74 million in three new projects to bring total number of projects to 12 since launch
Net Asset Value ("NAV") up 22% to £351million or 151 pence per share at 31 March 2008 (31 March 2007: 124 pence per share)*
The portfolio showed a realised investment IRR of 119% and an unrealised investment IRR of 99% as at 31 March 2008
Profit before tax of £64 million (2007: £34 million) on an IFRS basis
Earnings per share of 26.9 pence (2007: 13.6 pence) on an IFRS basis
*Note due to the turmoil in the global credit markets and upon the advice of our professional advisers, the Directors increased the Weight Average Cost of Capital (WACC) from 12.88% to 15.54% in calculating the Net Asset Value for development projects
Realisation of assets
In November 2007, Trikona TC divested part of its investment portfolio for £32.1 million to SachsenFonds GmbH ("SachsenFonds" or "SF"), a leading German fund manager and became the first AIM-quoted fund focused on India to realise significant returns on investment
The divestment represented a gain of 108% over the holding periods ranging from nine to 14 months and successfully established a strategic partnership with SachsenFonds
In June 2008, Trikona TC completed a second divestment of part of its equity holdings with SachsenFonds for an aggregate sale price of £54.33* million realising a 115% gain
Operational
Pipavav Shipyard Limited ("PSL") - Equity Holding 8: In November 2007, Blackstone invested in PSL at a valuation of INR 80 per share - an uplift of 220% from Trikona TC's initial investment at INR 25 per share in January 2007
Uppal IT Park "Tech Oasis" - Development Project 1: In January 2008, the project was granted Special Economic Zone ("SEZ") status
In March 2008, Trikona TC's investment manager ("Trikona Capital") announced the addition of six senior managers to the team. The manager now employs one of the larger dedicated investment management teams in infrastructure and real estate in India
Subsequent events
In June 2008, Trikona TC completed a second divestment of part of its equity holdings with SachsenFonds whilst strengthening its strategic partnership by co-investing in a new project
In April 2008, Trikona Capital further strengthened its team with the appointment of Dr. P.S. Rana, former Chairman of India's Housing and Urban Development Corporation (HUDCO), to lead the development of the company's infrastructure and real estate projects throughout India
Michael Cassidy CBE, Chairman of Trikona Trinity Capital PLC said:
"This was a year of exceptional performance and growth for the Company. Trikona TC has consistently delivered on its IPO promises and we are the only AIM-listed fund focused on India to realise significant cash returns on investments in the real-estate sector. We remain committed to further expanding and diversifying our portfolio and believe future growth in the business will be achieved through a greater focus on Indian infrastructure, continued reinvestment and consolidation of our portfolio into attractive investment platforms."
"Despite the downturn in global market conditions, our pipeline remains healthy and we continue to create value and make profits for our investors. Our strong execution capabilities enable us to retain our leadership position in a challenging and competitive sector and we are well-placed to capitalise on new opportunities. The Board remains confident of continued enhanced returns for our shareholders."
- ENDS -
* Exchange Rate is 1.2606 Euro = 1 GBP
** Exchange Rate is 80.79 INR = 1 GBP
Enquiries
| Trikona Trinity Capital PLC managed by Trikona Capital Limited | |
|
Aashish Kalra, Managing Director |
+ 91 11 4659 6000 |
|
Ashesh C. Shah, Head of Corporate Development |
+ 44 207 870 3454 |
|
Bell Pottinger Corporate & Financial |
+ 44 207 861 3232 |
|
Charles Cook/ Sarah Williams/ Amy Rajendran |
|
|
Gutenberg Communications |
|
|
Kerri Hazama (New York) |
+ 1 212 239 8741 |
|
Pranav Kumar (New Delhi) |
+ 91 981 007 7898 |
|
Numis Securities |
+ 44 207 260 1000 |
|
NOMAD: Jag Mundi, Head of Corporate Finance |
|
|
Corporate Broking: Charles Farquhar |
|
|
Fairfax I.S. PLC |
+ 44 207 598 5368 |
|
Paul Richards, Head of Corporate Finance |
About Trikona Trinity Capital PLC:
Trikona Trinity Capital PLC (AIM: TRC) was listed on the London Stock Exchange as Trinity Capital in 2006, raising £250million of equity. The fund invests in real estate and infrastructure related entities across India, with a target size of between £5million and £30million per transaction. Trikona TC selects developers with a proven track record in the asset class or in the local market, with the specific notion of contributing to India's growth. The Company also adopts a socially aware attitude to development, investing in projects which will actively improve India's underdeveloped social and physical infrastructure. The Company is managed by Trikona Capital, a leading fund manager focused on investing in Indian real estate and infrastructure.
www.trikonatrinitycapitalplc.com
Chairman's Statement
I am pleased to report Trikona Trinity Capital's results for the financial year ending 31 March 2008. Over the past year, our company continued to exceed expectations by realising significant returns and by generating substantial uplifts in the value of our underlying investments.
By building upon the momentum generated during the Company's first year as an AIM-listed entity, we cemented our leading position in the Indian infrastructure and real estate markets.
At 31 March 2008, Trikona TC had investments in 12 high-profile projects. During the year, the Company successfully invested £74.2 million in three additional projects, bringing the total number of projects the company has invested in to 12, and achieved an uplift in NAV per share of 22% against the prior year. Post year end, Trikona TC completed a second realisation marking a cash-on-cash return on five of its 12 initial investments and adding an additional project to its portfolio.
Notable project development milestones during the year include the conferring of "Special Economic Zone" status on the Uppal IT Park "Tech Oasis" (Development Project 1) in January 2008. We expect this to result in substantial savings in income tax and construction costs over the next ten years for the project.
Realisation of asset
Trikona TC remains committed to creating shareholder value by realising cash-on-cash returns on its assets and reinvesting the realised gains into new projects. The Company's strategy of sourcing attractive investment opportunities, actively managing the investment and creating long-term relationships with leading partners enables it to strategically realise investments into cash. This hands-on approach to investing in India helps mitigate project execution risk and has consistently proven itself to be a highly successful business model.
In November 2007, Trikona TC became the first AIM-listed India-focused fund to realise significant returns when it divested part of its portfolio for £32.1 million to an affiliate of SachsenFonds GmbH, a leading German fund manager, and created a gain of 108% over the life of its investment.
Subsequently in June 2008, the Company extended its partnership with SachsenFonds and completed the sale of a further part of its portfolio for £54.33* million, realising a 115% gain. The transaction also marked Trikona TC's sale of 100% of its interest at the Mauritian SPV level in Development Project 3 and Development Project 5.
Trikona TC and SachsenFonds have also co-invested £20.04** million in a new project; MIG Bandra (Development Project 13), a residential redevelopment located within the MIG Bandra area in a 49:51 partnership with Rustomjee Constructions Pvt. Ltd. Under the terms of the arrangement, SachsenFonds will own 55% of the 49% stake in this new project and Trikona TC will own 45%.
As indicated in the Company's Admission Document, the net returns made by the fund will be available for reinvestment and the Board will consider the distribution of capital profits on the shares after the first three years of the fund's life.
Market developments
The global economic downturn and credit crunch have affected India as they have most other countries. Real estate prices have fallen and sales have become sluggish; fortunately, this trend has not been uniform across the country.
Secondary city residential and commercial real estate values have been impacted the most, while premium residential and commercial developments in key urban centres continue to enjoy strong demand. This uneven effect stems from the strong urbanisation trend in the country and is primarily due to India's growing upper-middle class. As a result, Trikona TC's Mumbai and Delhi National Capital Region focused portfolio has escaped the brunt of the slowdown.
In an effort to mitigate current market conditions, Trikona TC has increasingly focused itself on the high growth infrastructure market in India, which remains buoyant and is increasingly attracting the attention of leading international investment banks and investment managers seeking diversification to regions and sectors showing resilience to the current global market conditions.
The investment in Pipavav Shipyard Limited ("PSL") (Equity Holding 8) illustrates the Company's capabilities and success in the infrastructure sector. By helping to finance the world's fifth largest shipyard located alongside a large deep water port, Trikona TC and its partners attracted the attention of institutional investors such as Blackstone and Merrill Lynch who subsequently invested capital into the project at a pre-money valuation 3.2 times greater than the investment made by Trikona TC 11 months earlier.
Outlook
Trikona TC intends to sell further stakes in its remaining real estate investments as they mature and to reinvest the realised gains in accordance with its strategic business plan. As stated in its March 2008 investor presentation, available on the Company website, Trikona TC intends to create a series of strategic platform holdings.
To ensure that the Company remains well-placed to seize upon new opportunities and deliver against management goals, Trikona Capital announced a significant expansion to its team in March of this year. The addition of six senior managers brings the total number of professionals focused on investments and deal closings for large scale infrastructure and real estate projects to over 50 individuals. We expect this enlarged robust team to assist Trikona TC in achieving continued growth and returns in this expanding market.
As part of its continued growth strategy, Trikona TC remains committed to further expanding and diversifying its portfolio, both in terms of geography and asset class. The combination of an experienced and dedicated management team with an innovative and successful investment strategy makes the Board confident that Trikona TC will retain its position as a strong performer in a challenging sector, whilst continuing to grow its portfolio and deliver strong returns to its investors.
* Exchange Rate is EUR 1.2606 = £1
** Exchange Rate is INR 80.79 = £1
Investment Manager's Report
The year to 31 March 2008 was another excellent period for Trikona TC. The Company continued to exceed expectations and demonstrated significant progress, both in terms of realising high cash returns and sourcing further investment opportunities.
During the year, Trikona TC successfully invested £74.2 million in an additional 3 projects, bringing the total number of projects to 12, and achieved uplift in NAV per share of 22% against the prior year. The portfolio in existence at 31 March 2008 showed a realised investment IRR of 119% and an unrealised investment IRR of 99%.
We also became the first India focused AIM-listed fund to realise significant returns on investments in Indian real estate, with the sale of part of the investment portfolio to SachsenFonds Holdings GmbH, a leading German fund. We have proven our ability to invest at early stages, bring to projects institutional quality underwriting and management, attract institutional follow-on investment at higher values and create multiple exit opportunities.
Market overview
Whilst the effects of the credit crisis are now beginning to be felt across much of Western Europe, pockets of opportunity remain in the emerging economies. India's expanding middle-class continues to fuel GDP growth in its key urban centres driving demand for consumer goods, services and better housing. In particular, the increased demand for fast moving consumer goods ('FMCG') continues to tax an already fragile infrastructure creating significant investment opportunities in the infrastructure sector.
The Indian government estimates public and private organisations will invest between US$330 billion and US$500 billion during the next five years to develop infrastructure and finance infrastructure-related real estate projects, and as such has begun to attract leading international investment banks and investment managers.
Additionally, while many areas in the country are seeing a slowdown in the residential and commercial real estate sectors, premium residential developments in key urban centres continue to enjoy strong demand due to the growing upper-middle class and its desire and drive for upward mobility.
Given our existing partnerships, past performance and experienced teams in both the infrastructure and real estate sectors within India, we are well positioned to capitalise on these prospects.
Investment management team
The dynamics of the Indian market, coupled with the rapid growth and development within the country, means that true value creation lies in skilled execution from identification to exit. The ability to bring a large-scale, complex development to fruition requires a team not only with a strong understanding in financial structures, but also one with the operational and management skills required to guide a project through construction to successful exit.
In March of this year, Trikona TC's investment manager, Trikona Capital, announced the addition of six senior managers to the team. The following month then saw the appointment of Dr. P.S. Rana, former Chairman of India's Housing & Urban Development Corp. (HUDCO) and 35-year industry veteran, to head up the development of Trikona Capital's infrastructure and real estate projects throughout India.
Trikona Capital now employs over 50 professionals on the ground in India, one of the larger dedicated investment management teams in infrastructure and real estate in India. This multi-faceted team gives Trikona TC the ability to source, execute and realise investment opportunities faster and more actively than the traditional finance-centric investment managers.
Investment highlights
During the year, Trikona TC's dedicated management team, combined with some of the leading development firms in India, formed strategic partnerships to actively generate progress in all parts of the portfolio and to ensure that all the Company's development projects moved into construction phase.
Some of the major highlights during the year were as follows:
In November 2007, Blackstone invested in Pipavav Shipyard Limited ("PSL") (Equity Holding 8) at a valuation of INR 80 per share. This represents an uplift of 3.2 times our initial investment at INR 25 per share in January 2007.
In January 2008, the Board of Approvals in India granted the status of "Special Economic Zone" to Uppal IT Park "Tech Oasis" (Development Project 1). The granting of this status is estimated to provide a substantial cost saving in income tax and construction costs over the next 10 years and will offer additional incentives for businesses to occupy the land upon completion.
Building on the success of PSL, and in accordance with our strategy of realising value for Trikona TC shareholders, Neelkamal Marine Drive ("DB Hospitality") (Development Project 6), which has produced higher occupancy levels and revenues than budgeted, has been transformed into a platform holding where we plan to capture the enterprise value inherent in a successful hospitality venture.
While most of the investments continue to show gains, due to the poor condition of the Indian public markets the investment in Fortis Healthcare Limited (Equity Holding 7) remains valued below our purchase price. However, strong fundamentals of the underlying company and the Government of India's granting of a five-year tax holiday to rural hospitals should be noted.
The co-investment with SachsenFonds in MIG Bandra (Development Project 13) was completed after the year ended 31 March 2008. The parties have co-invested in aggregate INR 1619.5m (£20.04 million**) to acquire 49% of a redevelopment project located within the MIG Bandra area. This investment has been made in partnership with Rustomjee Constructions Pvt. Ltd., the SPV promoted by Keystone Group. As part of its ongoing urban rejuvenation programme, Trikona TC will redevelop a four acre site to provide high quality accommodation aimed at India's rapidly growing middle class. Under the terms of the arrangement, the 49% interest in the new project shall be co-owned by SachsenFonds and Trikona TC in a 55:45 ratio. Trikona Capital will continue to manage the new investment.
Realisation of assets
The sale of part of the investment portfolio to SachsenFonds in November 2007 realised £32.11 million for Trikona TC, representing a transaction multiple of 2.08 times return over a holding periods ranging from nine to 14 months.
After the year end, in June of this year, we announced the completion of a second transaction to SF to divest a further part of our equity share holdings in four of our off-shore entities to SachsenFonds Holdings GmbH for an aggregate sale price of £54.33* million, representing a transaction multiple of 2.15 times return from the receipt of sale proceeds.
Valuation of property portfolio
CB Richard Ellis ("CBRE") conducted an independent valuation of the development properties in which Trikona TC hold full or partial ownership interests. Based on their assessment, and taking all properties at fair value, the Directors' valuation of Trikona TC's total investments, including cash and entity level shareholdings, produced a NAV of £351 million or 151 pence per share. This compares with an NAV of 124 pence per share at 31 March 2007, representing an uplift of 22% for the year.
Outlook
In line with our growth strategy, the proceeds from the realisation of assets continue to be re-invested to strengthen Trikona TC's established platform and growing portfolio of infrastructure and real estate investments. We continue to add value to our portfolio through intensive management and careful planning to maximise the benefits to Trikona TC's shareholders.
During recent months, we have continued to see a healthy pipeline of attractive opportunities in Indian infrastructure and real estate. We have also increased our emphasis on investments in the expanding Indian infrastructure and related real estate market. This attractive market appears robust against the backdrop of global economic turmoil providing a long-term focus for our portfolio, and giving us confidence for the coming year.
* Exchange Rate is EUR 1.2606 = £1
** Exchange Rate is INR 80.79 = £1
Note: Throughout the document (1) For estimating purposes the US dollar exchange of INR 40 = US$1 has been used.(2) Multiples are on a gross basis, before deducting carried interest, management fees and disposal costs. (3) Gross IRR reflects return before deducting carried interest, management fees, and disposal costs.
Investment Project Portfolio Summary
|
ID** |
Investment name |
Location |
Project Type |
Investment Date |
Capital Committed (£m) |
NAV as of 31 March 2008 (£m) (100% basis) |
Effective Trikona TC NAV as of 31 March 2008 (£m)* (adjusted basis*) |
Trikona TC Transaction Multiple(1) |
Trikona TC IRR (%) from investment to 31 March 2008 (2) |
|
DP 1 |
Uppal IT Park - "Tech Oasis" |
Greater Noida, NCR of Delhi |
IT/ITES SEZ with Residential, Commercial & IT |
Oct-06 |
28.9 |
82.3 |
75.7 |
2.85 |
143 |
|
DP 2 |
Rustomjee's Township |
Thane, Mumbai |
Residential, Commercial & Retail |
Oct-06 |
14.4 |
23.4 |
23.4 |
1.63 |
54 |
|
DP 3 |
MK Malls |
Bandra Kurla Complex, Mumbai |
Commercial |
Mar-07 |
24.0 |
38.9 |
28.7 |
1.62 |
82 |
|
DP 4 |
Lady Ratan Seasons |
Worli, Southern Mumbai |
Residential space |
Oct-06 |
12.6 |
24.4 |
14.4 |
1.94 |
114 |
|
DP 5 |
Manjeera Retail Holdings |
Kukatpally, Hyderabad |
Residential, Commercial & Retail |
Jan-07 |
9.6 |
16.2 |
9.6 |
1.69 |
75 |
|
DP 6 |
DB Hospitality |
Mumbai, Pune and Goa |
Development company & Hospitality platform |
Dec-06 |
12.2 |
15.4 |
15.4 |
1.26 |
39 |
|
DP 10 |
Luxor Cyber City |
Gurgaon, NCR of Delhi |
IT/ITES SEZ |
Jun-07 |
38.4 |
63.8 |
63.8 |
1.66 |
96 |
|
DP 11 |
DB Realty |
Mumbai |
Residential and Commercial |
Apr 07 |
26.4 |
60.5 |
60.5 |
2.29 |
179 |
|
EH 7 |
Fortis Healthcare (Listed) |
Pan India |
Infrastructure |
Jan-07 |
13.5 |
8.2 |
8.2 |
0.61 |
(38) |
|
EH 8 |
Pipavav Shipyard |
Pipapav Port, State of Gujarat |
Infrastructure |
Jan-07 |
13.5 |
42.7 |
42.7 |
3.16 |
172 |
|
EH 9 |
IL&FS Transportation & Networks |
Pan India |
Infrastructure |
Oct 06 |
5.1 |
9.2 |
9.2 |
1.77 |
51 |
|
EH 12 |
Phoenix Mills (Listed) |
Pan India |
Retail, Commercial & Hospitality |
Jun-07 |
7.4 |
8.8 |
8.8 |
1.19 |
27 |
|
TOTAL |
206.0 |
393.8 |
360.4 |
1.91 |
98 |
||||
(1) Multiples are on a gross basis, before deducting carried interest, management fees and disposal costs.
(2) Gross IRR reflects return before deducting carried interest, management fees, and disposal costs.
* Adjusted by NAV attributable to minority holders of the Mauritian SPV post realisation
**DP = Development Project; EH = Equity Holding
Portfolio Valuation
|
Development project |
Cost £ million |
Valuation £ million |
Valuation gain % |
Minority £m |
NAV per share (£) |
% of TTC NAV |
|
|
DP1 |
Uppal IT |
28.9 |
82.3 |
185% |
-6.6 |
0.33 |
21.6% |
|
DP2 |
Kapstone |
14.4 |
23.4 |
63% |
0.10 |
6.7% |
|
|
DP3 |
MK Malls |
24.0 |
38.9 |
62% |
-10.2 |
0.12 |
8.2% |
|
DP4 |
Lokhandwala |
12.6 |
24.4 |
94% |
-10.0 |
0.06 |
4.1% |
|
DP5 |
Manjeera |
9.6 |
16.2 |
69% |
-6.6 |
0.04 |
2.7% |
|
DP6 |
DB Hospitality |
12.2 |
15.4 |
26% |
0.07 |
4.4% |
|
|
DP10 |
Luxor |
38.4 |
63.8 |
66% |
0.27 |
18.2% |
|
|
DP11 |
DB Realty |
26.4 |
60.5 |
129% |
0.26 |
17.2% |
|
|
Subtotal - projects |
166.5 |
324.9 |
95% |
-33.4 |
1.26 |
83.1% |
|
|
EH7 |
Fortis (listed) |
13.5 |
8.2 |
-39% |
0.04 |
2.3% |
|
|
EH8 |
Pipavav |
13.5 |
42.7 |
216% |
0.18 |
12.2% |
|
|
EH9 |
ITNL |
5.1 |
9.2 |
80% |
0.04 |
2.6% |
|
|
EH12 |
Phoenix (listed) |
7.4 |
8.8 |
19% |
0.04 |
2.5% |
|
|
Subtotal - Equity holdings |
39.5 |
68.9 |
74% |
0.0 |
0.30 |
19.6% |
|
|
Total investments |
206.0 |
393.8 |
91% |
-33.4 |
1.55 |
102.7% |
|
|
Cash |
56.6 |
0.24 |
16.1% |
||||
|
Committed cash |
-12.5 |
-0.05 |
-3.6% |
||||
|
Other assets and liabilities |
-2.7 |
-0.01 |
-0.8% |
||||
|
Total assets under management |
435.2 |
-33.4 |
1.73 |
114.5% |
|||
|
Minority interest |
-33.4 |
||||||
|
Performance fee |
-51.0 |
-0.22 |
-14.5% |
||||
|
Total net assets attributable to shareholders |
350.8 |
1.51 |
100.0% |
Investment Portfolio Breakdown by Development Project
Development Project 1
|
Asset classes: |
Residential, Commercial, Hospitality |
|
Project Name: |
Uppal IT Park - 'Tech Oasis' |
|
Partner: |
Panthera Developers |
|
Location: |
Greater Noida, NCR of Delhi |
|
Type: |
IT SEZ with Residential, Commercial & IT space |
|
Saleable Area: |
10.01m sq. ft. on 76 acres |
Located in the National Capital Region (NCR) of Delhi, Greater Noida represents one of the fastest growing emerging townships of Uttar Pradesh. Viewed by most as the next IT destination in North India to accommodate the increasing demand for townships and planned infrastructure, the township is spread over 36,000 hectares, and supports a population of over 500,000 that is expected to more than double by 2021. Greater Noida, recognised as an alternative to the saturated locale of Gurgaon, is also beginning to capture some of the commercial space demands of non-IT industries and multi-national corporations.
Trikona TC's property benefits by being located within the specially designated 650 acre Tech Zone within Greater Noida. The Tech Zone maintains excellent infrastructure, and affords optimum connectivity to Noida, Faridabad, Gurgaon and South Delhi. With the Central Business District of Noida only 35km away and the current international airport only 45km away, the zone's value and importance will only improve as the proposed international airport in Greater Noida becomes operational.
Highlights
In December 2007, SachsenFonds acquired an 8% share in the Mauritian SPV for £6.48 million resulting in a realised IRR of 161% and a multiple of 2.87 times return ("SF-I")
In January 2008, the Board of Approvals in India granted the project "Special Economic Zone" status. The granting of this status is estimated to provide a substantial cost saving in income tax and construction costs over the next 10 years and will offer additional incentives for businesses to occupy the land upon completion
Post the period end: In June 2008, SachsenFonds acquired an additional 25% share of the original Mauritian SPV for £20.24 million, resulting in a realised IRR of 101% and a multiple of 2.86 times return ("SF-II")
Detailed Profile
Area by Asset Class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft.) |
|
IT/ITeS |
3.98 |
|
Commercial |
0.80 |
|
Residential |
1.07 |
|
Hotel |
0.21 |
|
Retail |
0.93 |
|
IT Plot Sale* |
0.4854 |
|
Basement/Parking |
2.48 |
|
Total |
10.02 |
*Sale of plots to large multi-national corporations
Investment
Date of Investment: 18 October 2006
Total Capital committed: £28.9 million
Total Capital invested: £28.9 million
Ownership and Divestment
The Mauritian SPV still owns 100% of DP-1; however, Trikona TC has sold a portion of its ownership in the Mauritian SPV.
The following table outlines the transactions:
|
Date |
% of Mauritian SPV sold (%) |
Trikona TC's Remaining % of Mauritian SPV (%) |
Sale price £m |
IRR at sale (%) |
Multiple (x) |
To whom |
|
27 December 2007 |
8 |
92 |
6.48 |
161 |
2.87 |
SF-I |
|
17 June 2008 |
25 |
67 |
20.24 |
101 |
2.86 |
SF-II |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date (x) |
|
31 March 2008 |
82.3 |
143 |
2.85 |
** On committed capital on a100% basis
Current Rates (Manager's estimates)
|
Asset Class |
Construction Rates |
Sales / Lease Rate |
||||
|
INR |
£ |
$ |
INR |
£ |
$ |
|
|
IT/ITes rate/sq.ft. |
1,750-1,900 |
21.66 - 23.51 |
43.75 - 47.50 |
38-42 / month |
0.47 - 0.52 |
0.95 - 1.05 |
|
Residential rate/sq. ft. |
1,300-1,400 |
16.09 - 17.32 |
32.50 - 35.00 |
2,800-3,300 |
34.65 - 40.84 |
70.00 - 82.50 |
|
Commercial rate/sq.ft. |
1,750-1,900 |
21.66 - 23.51 |
43.75 - 47.50 |
38-42 / month |
0.47 - 0.52 |
0.95 - 1.05 |
|
Retail rate/sq.ft |
2,050-2,200 |
25.37 - 27.23 |
51.25 - 55.00 |
63-78 / month |
0.78 - 0.96 |
1.57 - 1.95 |
|
Hotel rate/key |
500,000 |
6189 |
12,500 |
6,500-7,000 Avg room rate |
80.45 - 86.64 |
162.50 - 175.00 |
|
FSI sale: |
N.A. |
N.A. |
||||
|
IT/ITes |
N.A. |
1,050 |
12.99 |
26.25 |
||
|
Commercial |
N.A. |
650 |
8.04 |
16.25 |
||
Development Project 2
|
Asset classes: |
Residential, Commercial, Retail, Hospitality |
|
Project Name: |
Rustomjee's Township |
|
Partner: |
Kapstone Constructions Private Ltd |
|
Location: |
Thane, Maharashtra |
|
Type: |
Mixed Use |
|
Saleable Area*: |
7.2m sq. ft. on 127 acres |
Spanning an area of about 147 sq. km., Thane houses over one million people and contains over 200km of roadway. Thane's large industrial area supports a mixture of large and small industries across the chemical, engineering, textile and electrical industries. Due to the industrialisation, Thane has also become a natural residence for white-collar labour.
Located only 40km from Mumbai's business centre, and adjacent to the major highway that connects Mumbai and Delhi, Trikona TC's project offers excellent access across Mumbai and its surrounding areas.
Trikona TC's investment in Rustomjee's Township, the integrated township to be built over 127 acres in four phases over a period of seven years, will feature over 7.2m sq. ft. with a mix of residential commercial and retail space, with a development focus committed to creating a total lifestyle environment.
Highlights
Phase I is comprised of residential for-sale apartments with excavation work completed and piling in progress
Pre-sales for Phase I were launched in October 2006 at a base rate of INR 2,925 per sq. ft. The apartments are currently being sold at a base rate of INR 4,770 to INR 4,950 per sq. ft., representing an appreciation of 69% from the launch date
95% of the available inventory in Phase I has been pre-sold
Average sales realisation for the total pre-sold area is over INR 4,000 per sq. ft. which is 20% higher than assumed in the original business plan
The effort to increase FSI beyond the business plan via a town centre has been delayed by several months, but the project expects to deploy additional resources to make up for the lost time
Increased sale price and improved building specifications will offset the estimated increase in construction costs due to higher cement and steel prices
In November 2007 Urban Land Ceiling & Regulation Act (ULCRA) was repealed in the state of Maharashtra leading to a potential for increased saleable area for the project
Detailed Profile
Area by Asset Class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft.) |
|
IT/ITeS |
N.A. |
|
Commercial |
2.3 |
|
Residential |
4.3 |
|
Hotel |
N.A. |
|
Retail |
0.6 |
|
Total Saleable Area |
7.2 |
Investment
Date of Investment: 23 October 2006
Total Capital committed: £14.4 million
Total Capital invested: £10.6 million*
*Additional funding tranche is pending
Ownership
Trikona TC's ownership in the Mauritian SPV: 100%
The Mauritian SPV's ownership in DP-2: 16%
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date(x) |
|
31 March 2008 |
23.4 |
54 |
1.63 |
** On committed capital on a 100% basis
Project Overview
Sales Progress
|
Date |
Asset |
Amount |
|
April 2008 |
Residential units in 2 buildings launched in Phase I in October 2006 |
95% sold |
Sale Rate Evolution
|
Date |
Sales Rate per sq. ft. |
Construction Rates per sq. ft. |
Asset Class |
||||
|
INR |
£ |
$ |
INR |
£ |
$ |
||
|
October 2006 |
2925 |
36.20 |
73.12 |
1280 |
15.84 |
32.00 |
Residential |
|
March 2007 |
3750 |
46.41 |
93.75 |
1280 |
15.84 |
32.00 |
Residential |
|
October 2007 |
3960 |
49.01 |
99.00 |
1280 |
15.84 |
32.00 |
Residential |
|
May 2008 |
4770 |
59.04 |
119.25 |
1400 |
17.32 |
35.00 |
Residential |
Development Project 3
|
Asset classes: |
Commercial |
|
Project Name: |
MK Malls |
|
Partner: |
Dynamic Balwas Group |
|
Location: |
Bandra Kurla Complex ("BKC") |
|
Type: |
Commercial |
|
Saleable Area*: |
848,264 sq. ft on 4.43 acres |
* based on current plans
Originally created by the Mumbai Metropolitan Region Development Authority (MMRDA) as the first of a series of growth centres designed to arrest further concentration of offices and commercial activities in South Mumbai, the 370 acre Bandra Kurla Complex (BKC) now commands as much prominence as the central business district due to the headquarter migration of most of the financial institutions to the BKC. In fact, the built-up real estate rental prices in the BKC have begun to eclipse the premium rates found in South Mumbai's Nariman Point.
The redevelopment of Dharavi, one of Asia's largest slum agglomerations, represents one of the key factors driving the future growth of BKC. Located only 2km from the BKC, Dharavi will infuse close to 20m sq. ft. of luxury housing, and 30m sq. ft. of rejuvenated low income housing bringing much needed accommodation to a land-locked city like Mumbai.
The project represents a part of Trikona's larger urban rejuvenation programme, where in partnership with Dynamix Balwas Group, Trikona will work closely with the local government to rehabilitate low income housing in exchange for the rights to build market rate housing. On completion, the project will deliver 0.85m sq. ft. of saleable commercial space on a land parcel of 4.43 acres.
Highlights
The rental rates in the original business plan were estimated to be INR 205 (£2.53/$5.12) per sq. ft. per month; however, the current rentals in the vicinity have been tracking at between INR 400 - INR 440 (£4.95 - £5.44 / $10-$11) per sq. ft. per month
In November 2007, SachsenFonds acquired a 40% interest in the Mauritian SPV for £9.45 million, resulting in a realised IRR of 153% and a multiple of 2.01 times return.("SF-I")
In June 2008, SachsenFonds acquired the remaining 60% interest in the project for £15.00 million, resulting in a realised IRR of 83% and a multiple 2.13 times return ("SF-II)
Construction is expected to commence by the end of September 2008
72% of the tenants have now been vacated
Detailed Profile
Area by Asset Class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft) |
|
Commercial |
648,673 |
|
Basement* |
199,592 |
|
Total Saleable Area |
848,264 |
*Basement Area will be sold at a different rate from the Commercial Area. Rate is yet to be decided.
Investment
Total Capital committed: £24.0 million (Including Mezzanine funding)
Total Capital invested: £24.0 million (Including Mezzanine funding)
Break down of Capital Invested:
|
Date of Investment |
Amount (£m) |
Amount INR (m) |
|
3 March 2007 |
17.6 |
1,500 |
|
29 January 2008 |
6.4 |
500 |
Ownership and Divestment Information
The Mauritian SPV owns 28.9% of DP-3; however, Trikona TC has sold its ownership in the Mauritian SPV. The following table outlines the transactions:
|
Date |
% of Mauritian SPV sold (%) |
Trikona TC's Remaining % of Mauritian SPV (%) |
Sale price (£m) |
IRR at sale (%) |
Multiple (x) |
To whom |
|
27 December 2007 |
40 |
60 |
9.45 |
153 |
2.01 |
SF I |
|
17 June 2008 |
60 |
0 |
15.00 |
83 |
2.13 |
SF II |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date(x) |
|
31 March 2008 |
38.9 |
82 |
1.62 |
** On committed capital on a 100% basis
Development Project 4
|
Asset classes: |
Residential |
|
Project Name: |
Lady Ratan Seasons |
|
Partner: |
Lokhandwala Kataria Constructions Private Ltd |
|
Location: |
Worli, South Mumbai |
|
Type: |
Residential (under Rehabilitation Scheme) |
|
Saleable Area: |
0.98m sq. ft. on 7 acres |
Worli represents one of the most desirable residential locations in South Mumbai. Home to senior executives, boutique financial services firms, and the self-employed, this prime development area enjoys occupancy levels as high as 85% to 90%. Despite the strong appreciation in capital values most of the developers see 75% to 90% of their projects sold before completion.
Furthermore, with the direct sea-based road link to Bandra almost complete, the appeal of this location will increase, countering any supply increase and enabling prices to remain firm.
Lady Ratan Seasons is a luxury condominium development under which Trikona TC will redevelop seven acres into a total of 0.98m* sq. ft. of saleable space in lieu of developing 0.70m sq. ft. of new housing in eleven, eight story blocks for the existing slum dwellers.
Total Area under development: 0.67m sq. ft. (Residential) + 0.70m sq. ft. (Rehabilitation) + 0.31m sq. ft. (Basement Parking)
Highlights
The only Four Seasons hotel in India opened for business in March 2008, located within the neighbourhood of the development
In November 2007, SachsenFonds acquired a 41% interest in the Mauritian SPV for £9.71 million resulting in a realised IRR of 84% and a multiple of 2.04 times return ("SF-I")
Pre-sales were planned in September 2007; however, due to the proposed change in the type of development the project is now likely to be launched in December of 2008
Detailed Profile
Area by Asset Class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft) |
|
Residential |
0.67 |
|
Basement |
0.31 |
|
Total Saleable Area |
0.98 |
*In the 30 Sept 2007 results we have shown a total figure of 1.68m sq. ft. The explanation for the same is carried above in the text. 0.70M sq. ft. is for Rehabilitation of tenants and is not a part of the Saleable Area. The Residential area and Basement area will be sold, albeit at different rates.
Investment
Date of Investment: 12 October 2006
Total Capital committed: £12.6 million
Total Capital invested: £6.3 million
Ownership and Divestment
The Mauritian SPV owns 49% of DP-4; however, Trikona TC has sold a portion of its ownership in the Mauritian SPV. The following table outlines the transaction:
|
Date |
% of Mauritian SPV sold (%) |
Trikona TC's Remaining % of Mauritian SPV (%) |
Sale price (£m) |
IRR at sale (%) |
Multiple (x) |
To whom |
|
27 December 2007 |
41 |
59 |
4.76 |
84 |
2.04 |
SF-I |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date** (x) |
|
31 March 2008* |
24.4 |
114 |
1.94 |
** On committed capital on a 100% basis
Development Project 5
|
Asset classes: |
Residential, Commercial, and Retail |
|
Project Name: |
Manjeera Retail Holdings |
|
Partner: |
Manjeera Construction Limited |
|
Location: |
Kukatpally, Hyderabad |
|
Type: |
Retail mall with residential and commercial space |
|
Saleable Area*: |
2.68m sq. ft. on 8.3 acres |
With a population in excess of six million people, the capital city of the Indian state of Andhra Pradesh, Hyderabad, represents India's 6th largest metropolis. Over the past decade, Hyderabad has evolved from a city known for its pearls and lakes to a city known for its IT and pharmaceutical companies - with IT exports expected to reach INR 250 billion / £3.1 billion in 2007/08.
The residential and institutional area of Kukatpally, 13km to the North West of the heart of Hyderabad, houses a population of approximately 375,000 people. As one of the fastest growing suburbs of the city, it has witnessed heavy construction activity in the form of residential townships and commercial buildings. The immediate neighbourhood comprises approximately 185,000 housing units consisting of upper, upper middle and middle income households
Manjeera is well located and has connectivity to HITEC City which houses a number of international and domestic IT/ITeS firms. The sites have significant frontage and are located along the new 150ft wide road off the Mumbai Highway and 0.6km from JNTU (Jawaharlal Technological University) junction. The widening work of the arterial approach road from JNTU to HITEC city is in progress and will considerably improve the traffic flow and marketability of the project.
Highlights
Excavation of one of the sites (S2) started in August 2007 and is likely to be completed by May 2008 instead of January 2008. The delay is due to Project 5 being awarded an additional 10% of FSI.
Marketing tie-up for the retail space has been firmed up with Jones Lang LaSalle Meghraj ("JLLM"). The marketing and sale of residential and office space will be handled by the developer themselves.
In November 2007, SachsenFonds acquired a 41% minority interest in the development for £6.47 million, resulting in a realised IRR of 119% and a multiple of 1.73 times return ("SF-I")
In June 2008, SachsenFonds acquired the remaining 59% interest in the project for £9.43 million, resulting in a realised IRR of 61% and a multiple 1.76 times return ("SF-II)
Detailed Profile
Area by asset class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft) |
|
Commercial |
1.00 |
|
Residential |
0.28 |
|
Retail |
0.50 |
|
Basements/Parking |
0.90 |
|
Total Saleable Area |
2.68 |
Investment
Total Capital committed: £9.6 million
Total Capital invested: £9.6 million
Break down of Capital Invested
|
Date of Investment |
Amount (£m) |
|
25 January 2007 |
6.6 |
|
29 October 2007 |
3.3 |
Ownership and Divestment
The Mauritian SPV owns 49% of DP-5; however, Trikona TC has sold 100% of its ownership in the Mauritian SPV. The following table outlines the transactions:
|
Date |
% of Mauritian SPV sold (%) |
Trikona TC's Remaining % of Mauritian SPV (%) |
Sale price (£m) |
IRR at sale (%) |
Multiple (x) |
To whom |
|
27 December 2007 |
41 |
59 |
6.47 |
119 |
1.73 |
SF-I |
|
June 2008 |
59 |
0 |
9.43 |
61 |
1.76 |
SF-II |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date (x) |
|
31 March 2008 |
16.2 |
75 |
1.69 |
** On committed capital on a 100% basis
Finance/Debt Progress
|
Date |
Notable Achievement |
Category |
Notes |
|
30 Sep 2007 |
Debt successfully raised |
Debt |
£6.2 million raised |
Development Project 6
|
Asset classes: |
Hospitality |
|
Project Name: |
Neelkamal Marine Drive, DB Hospitality |
|
Partner: |
DB Group |
|
Locations: |
Goa, Pune and Mumbai and operating Hotel in Mumbai, India |
|
Type: |
Hyatt and Le Meridien hotels |
|
Area: |
26.6 acres consolidated across the 4 projects |
India's robust economic performance and the growing size of its middle class is slowly shaping into a burgeoning market for its leisure industry. India received 0.91m foreign tourists in Q2 FY07, which is a year-on-year improvement of 9%. In the full year 2007, India had a total room inventory of 130,000 keys across all segments in the organised and unorganised sector.
Through its investment in DB Hospitality, Trikona TC has the opportunity to further develop other hospitality assets throughout the country, and is planning to expand its hospitality franchise to other strategic locations. The group currently owns an operational 5 Star Hotel, Le Meridien, in Mumbai and land under development for three luxury hotels over the next 2 to 3 years under the Hyatt Brand. The investments are in the cities of Mumbai, Pune and Goa - which offer higher occupancy rates and average room rates.
Highlights
In January 2008 the Manager made a conditional offer to purchase the project at a price 10% above the 30 September 2007 NAV. The offer is currently under independent review by the Directors and the NOMAD.
Detailed Profile
Area by asset class
|
Asset Class |
Current Plans (Number of Keys) |
|
Keys (Goa, Mumbai, Pune, Le Meridien Mumbai) |
1,095 |
|
Service Apartments (Mumbai Hotel) |
50 |
|
Residences (Mumbai Hotel) |
50 |
|
Retail (Mumbai, Goa) |
N/A |
Investment
Total Capital committed: £12.2 million
Total Capital invested: £12.13 million
Break down of Capital Invested
|
Date of Investment |
Amount (£m) |
|
13 February 2007 |
5.73 |
|
31 January 2008 |
6.4* |
*Due to exchange rate fluctuations the £ amount is different
Ownership
Type of Ownership: Entity Level Investment
The Mauritian SPV owns 9.54% of DP-6
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date(x) |
|
31 March 2008 |
15.4 |
39 |
1.26 |
** On committed capital on a 100% basis
Development Project 10
|
Asset classes: |
IT/ITES |
|
Project Name: |
Luxor Cyber City --'SEZ' IT/ITES development |
|
Partner: |
Uppal & Luxor Group |
|
Location: |
Gurgaon, NCR of Delhi |
|
Type: |
IT and Commercial Space |
|
Saleable Area: |
8.18 m sq. ft. on 62.6 acres |
The National Capital Region (NCR) encompasses a circular area with a 150km radius from the centre of Delhi. The commercial real estate market in the NCR region has primarily been driven by the growth in the IT/ITeS sector. The lack of land in Delhi is a major constraint on real estate development and high capital and rental values have led to several companies moving to suburban areas including Gurgaon and Noida.
The project site is situated in Gurgaon and well connected; 32 kilometres from Delhi Central, 52km from Noida and 35km from Faridabad, with the International Airport located at a distance of 20km away. It is also located on the National Highway 24, which offers the site excellent connectivity as this is the main highway extending from Delhi to Bombay.
Once developed, the project will offer grade A IT/ITeS space. It is also among the first few Special Economic Zones declared in the National Capital Region, enabling it to take advantage of the fact that over 8,000 companies shall lose their tax-free status at the end of March 2009 unless they move into an SEZ.
Highlights
Master Plan is under finalisation for the project.
The Uppal Group is developing a five star hotel adjoining the project which is expected to enhance marketability
In June 2008, SachsenFonds acquired 15% interest in the project for £9.42m, resulting in a realised IRR of 63% and a multiple 1.64 times return ("SF-II")
Detailed Profile
Area by asset class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft) |
|
IT/ITeS* |
8.18 |
|
Total Saleable Area |
8.18 |
* Area under development has gone down since the project will now envisage building ONLY IT/ITeS space as against the original plan of building Commercial, Residential, Retail and IT/ITeS space.
Investment
Date of Investment: 12 June 2007
Total Capital committed: £38.4 million
Total Capital invested: £38.5 million
Ownership and Divestment
Type of Ownership: Development JV
The Mauritian SPV owns 49.38% of DP-10; however, Trikona TC has sold part of its ownership in the Mauritian SPV. The following table outlines the transactions:
|
Date |
% of Mauritian SPV sold (%) |
Trikona TC's remaining % of Mauritian SPV (%) |
Sale price (£m) |
IRR at sale (%) |
Multiple (x) |
To whom |
|
17 June 2008 |
15 |
85 |
9.42 |
63 |
1.64 |
SF-II |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date(x) |
|
31 March 2008 |
63.8 |
96% |
1.66 |
** On committed capital on a 100% basis
Development Project 11
|
Asset classes: |
Residential/Commercial/Retail/Hospitality |
|
Project Name: |
Dynamix Balwas Realty ("DB Realty") |
|
Partner: |
Dynamix Balwas Group |
|
Location: |
Mumbai and Pune |
|
Type: |
Residential and Commercial Projects |
|
Saleable Area: |
24.40m sq. ft. |
Dynamix Balwas Realty (DB Realty), promoted by Dynamix Balwas Group, is a US$2 billion conglomerate with a 25 year track record in real estate development. Designed as a holding company with the specific purpose of undertaking development rights based or Joint Ventures/Special Purpose vehicles based projects in Mumbai, it is now well known for its strong residential portfolio and capabilities in developing different asset types.
A leader in the urban rejuvenation plans within Mumbai, DB Reality has successfully acquired tenanted land by working with the current settlers and the local government to harmoniously resettle or compensate existing tenants and then redeveloping the area at a significant premium to the underlying rehabilitation costs.
The group's portfolio of projects is located in a prime area of Mumbai and will result in 24.40m sq. ft. of residential and commercial space. These groundbreaking projects will significantly redefine the landscape of central and suburban Mumbai.
The portfolio currently holds 16 properties across prime locations in Mumbai and Pune in various stages of development.
Highlights
Construction continues to progress on five of the 12 projects, with significant developments in terms of sales and leasing
Sales at the residential project in Gokuldham, Mumbai are progressing well with 260 of 630 units being sold at an average price of INR 7345 / £90.91 / US$183.62 per sq. ft
Through the sale of TDR (Transferable Development Rights/Air Rights), generated from the Mahul project, the Company earned revenues of INR 5,080m / £62.9 million / US$ 127 million
The Board of the Company has approved 4 additional projects taking the aggregate number of projects in the portfolio to 16
Detailed profile
Area by asset class
|
Asset Class |
Current Plans (Saleable Area in millions of sq. ft) |
|
IT/ITeS |
0.8 |
|
Commercial |
3 |
|
Residential |
9.1 |
|
Retail |
2.7 |
|
Urban Rejuvenation |
8.8 |
|
Total Area under Development |
24.40 |
Investment
Date of Investment: 23 April 2007
Total Capital committed: £26.4 million
Total Capital invested: £26.4 million
Ownership
Type of Ownership: Entity Level Investment
The Mauritian SPV owns 5.92% of DP-11
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date (x) |
|
31 March 2008 |
60.5 |
179 |
2.29 |
**On committed capital
Investment Portfolio Breakdown by Equity Holding
Equity Holding 7
|
Asset classes: |
Infrastructure |
|
Project Name: |
Fortis Healthcare Limited ('FHL') |
|
Partner: |
Ranbaxy Group |
|
Location: |
Pan India |
|
Type: |
Healthcare facilities, hospitals |
Fortis Healthcare Limited was established in 1996 by the promoters of Ranbaxy Laboratories. Ranbaxy is among the world's top 10 generic pharmaceutical companies and India's largest pharmaceutical company. Fortis Healthcare has a network of 11 hospitals, primarily in North India, and 16 satellite and heart command centres.
The hospitals include multi-specialty and super-specialty centres, providing healthcare to patients in cardiac care, orthopaedics, neurosciences, oncology, renal care, gastroenterology and mother and child care.
Fortis has initiated the implementation of the following projects:
a super-specialty hospital in West Delhi, with focus on cardiac care, neurosciences, renal sciences, mother and child care and gastroenterology (Phase 1: 250 beds)
a super-specialty hospital in Gurgaon, with a focus on trauma, oncology, mother and child care, orthopaedics, organ transplants and neurosciences (Phase 2: 350 beds)
Investment
Date of Investment: 15 January 2007
Total Capital committed: £13.5 million
Total Capital invested: £13.5 million
Ownership
Type of Ownership: Equity
Current percentage holding and total number of shares: 3.5%
Type: Public
Exchange the shares are listed on: Bombay Stock Exchange
Ticker symbol: FORTIS
Percentage outstanding shares held: 3.5%
Number of shares held: 8,000,000
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date (x) |
|
31 March 2008 |
8.2 |
(38) |
0.61 |
**On committed capital
Equity Holding 8
|
Asset classes: |
Infrastructure |
|
Project Name: |
Pipavav Shipyard Limited |
|
Partner: |
Pipavav Shipyard Ltd |
|
Location: |
Pipavav, Gujarat |
|
Type: |
Shipyard |
The International Maritime Organization's decision to either scrap all single hull structure oil tankers or convert them into double hull structures by 2010 has revived interest in the shipbuilding sector across the globe, reinvigorating a $250 billion market. This global revival has translated into renewed interest in the Indian shipbuilding market and has led to an increase in the order book from about INR 15 billion in 2002 to over INR 100 billion today.
The Pipavav port started operations in 1996 primarily to cater to the refrigerated cargo market of Veraval but has over the years developed into a port handling cargo from various nearby and north/west India locations. It is the first private sector port in India controlled and operated by the A. P. Moller Group (Maersk) of Denmark - one of the largest maritime group's in the world. It has been commercially operational for the last six years and has state of the art handling equipment, road networks and railroad connectivity, thus offering the necessary logistical support to the shipyard.
The Pipavav Shipyard is expected to be largest shipyard in India and amongst the largest in Asia, with the capacity to build and repair vessels of up to 400,000 DWT. The shipyard has an all-weather marine enclave and one of the shortest approach channels, allowing for easy ship movement and faster turnaround time.
The project is spread over 175 acres and is poised to become the world's fifth largest shipyard. Upon completion of construction, the shipyard will be capable of ship construction and repairs for a range of vessels of different sizes and types, as well as the fabrication and construction of products such as offshore platforms, oil and gas rigs, jackets and vessels. The shipyard is being constructed on the principle of concurrent shipbuilding, which means that production of vessels can commence simultaneously as the Shipyard is built.
Highlights
The order booking has commenced and PSL has already booked orders worth US$1.05billion.
Along with Trikona TC, other private equity funds including New York Life, Standard Chartered, Deutsche Bank, Citadel and Merrill Lynch have made significant investments in the Company.
Since the interim results statement in November 2007, Blackstone invested in PSL at a valuation of INR 80 per share against the Company's investment at INR 25 per share in January 2007.
The Company has entered into a strategic alliance with Punj Lloyd Limited ("PLL"), a leading engineering and EPC company with current market capitalisation of US$1.76 billion, and inducted them as co-promoters with a 23.11% stake. This alliance will enable the company to enter into the business of fabrication/construction of offshore platforms, SBMs and rigs with minimum lead time. As part of this alliance PLL will also transfer its existing fabrication business to the company.
Pre-fabrication and block assembly of first four ships commenced in April of 2008
Investment
Date of Investment: January 2007
Total Capital committed: £13.5 million
Total Capital invested: £13.5 million
Ownership
Type of Ownership: Equity
Current percent ownership and number of shares: 9.70% for 45.9 million shares
Share Price Evolution
|
Time |
Price / share (INR) |
Who entered |
|
January 2007 |
25 |
New York Life, Trinity Capital Plc |
|
Sept 2007 |
27 |
Punj Lloyd |
|
Sept 2007 |
45 |
Citadel |
|
November 2007 |
45 |
SembCorp Holdings |
|
November 2007 |
80 |
The India Fund Inc. |
|
December 2007 |
80 |
Merrill Lynch International |
|
December 2007 |
80 |
The Asia Opportunities Offshore Market Fund Limited |
|
January 2008 |
80 |
Deutsche Bank AG |
|
January 2008 |
80 |
Manz Retail Pvt. Ltd |
|
January 2008 |
80 |
Galleon Special Opportunities Master Fund, SPC Limited |
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date (x) |
|
31 March 2008 |
42.7 |
172 |
3.16 |
**On committed capital
Equity Holding 9
|
Asset class: |
Infrastructure |
|
Project Name: |
IL&FS Transportation & Networks Limited |
|
Partner: |
IL&FS Transportation Networks Ltd |
|
Location: |
Pan India |
|
Type: |
Surface Transport Infrastructure |
IL&FS Transportation Networks (India) Limited ("ITNL") was formed by Infrastructure Leasing and Financial Services Limited ("IL&FS") to create a pan-India surface transport business. IL&FS has identified the Transport Sector as an area of focus and represents itself in this sector through ITNL.
ITNL has established itself as a player with significant experience in the development, commissioning and management of road projects and is also developing capabilities in other sub-sectors such as railways, urban transportation systems and logistics.
ITNL offers integrated services for road infrastructure projects including project development, investment / project sponsorship, construction management, operation and management of toll roads and advisory services. The Company has also been involved in the development and implementation of important highways, flyovers, bridges and roads. These projects have been designed on international standards in terms of technology and facilities. ITNL currently holds ten road sub sector projects in its portfolio and all these roads are strategically important as they connect major industrial and social centres of the country.
Highlights
Following the investment by Trikona, Goldman Sachs and SCB Asian Infrastructure fund have both invested in ITNL.
The Noida Toll Bridge Company Ltd. project is completed and fully operational, with a registered growth rate of over 150% from previous year. Current revenues stand at £9.04 million.
The Gujarat Road Infrastructure Company Ltd. project is completed and now operational.
The Tamil Nadu, North Karnataka and West Gujarat projects are also fully operational and generating toll and annuity income.
Asset Update
ITNL has declared a first year dividend of 20% to all equity shareholders for the year 2006/2007.
As on March 2008 a total of five road projects are operational spanning and an additional 700km of road was constructed.
One of the asset's RIDCOR (Road Infrastructure Investment Company of Rajasthan) is contemplating an Initial Public Offering to augment future fund requirement.
Investment
Date of Investment: 5 October 2006
Total Capital committed: £5.1 million
Total Capital invested: £5.1 million
Ownership
Type of Ownership: Equity
Percent ownership and Number of shares:
|
Time |
Percentage of Outstanding Shares Held (%) |
Number of shares held |
|
At Initial Investment |
2.56 |
4,160,000 |
|
31 March 2008 |
2.50 |
4,175,844* |
*anti dilution shares issued to existing shareholders
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date(x) |
|
31 March 2008 |
9.2 |
51 |
1.77 |
**On committed capital
Equity Holding 12
|
Project Name: |
Phoenix Mills |
|
Partner: |
Phoenix Mills Ltd |
|
Location: |
Pan India |
|
Type: |
Retail led Mix Development |
|
Asset classes: |
Retail, Hospitality, Commercial |
|
Saleable Area: |
21.4m sq.ft. |
India is one of the ten largest retail markets in the world. With a total turnover of US$250 million, the outlay is equivalent to about 50% of the total private expenditure on consumption and around a third of the total Indian GDP. Research suggests an annual growth in turnover of around 10% in the next few years.
Phoenix Mills Limited is known for its expertise in planning and conceptualising large retail-led, entertainment, commercial and hospitality projects under one project plan and turn them into landmark destinations.
With the objective of achieving a formidable cross-country footprint as the leading retail-led mixed format player over the next three years, Phoenix Mills Limited has entered into various partnerships with regional developers to develop about 21.4m sq. ft. of retail, commercial and entertainment area.
Highlights
During the year PML raised INR 9.8billion / US$245 million through a QIP (Qualified Institutional Placement).
PML has entered into a strategic alliance with Entertainment World Developers Pvt. Ltd. (EWDPL) by acquiring a stake of over 42% in the company. EWDPL is a Tier II city centric retail mall and mixed use developer engaged in the construction and operation of mixed-use retail centres and townships.
During the quarter PML invested in Big Apple Real Estate Pvt. Ltd., the owners of the United Malls brand, with an intention to acquire a majority equity stake of over 60% through an infusion of INR 800million / US$20 million as fresh capital.
PML has tied up with Shangri-La to operate a 400 keys 5 star hotel in its Mumbai property.
Asset Update
PML flagship retail development is the High Street Phoenix, a prominent commercial and residential location in Mumbai .Phases 1 and 2 were completed in 2005 and have been completely sold/leased out. Phases 3 and 4 are under construction and schedule to be completed by 2010.
Detailed Profile
Investment
Total Capital committed: £7.4 million
Total Capital invested: £7.4 million
Ownership
Type of Ownership: Equity
Type: Public
Exchange the shares are listed on: BSE, NSE
Ticker symbol: PHOENIXLTD
|
Time |
Percentage of Outstanding Shares Held (%) |
Number of shares held |
|
At Initial Investment |
1.93 |
370,000 |
|
31 March 2008 |
1.36 |
1,850,000* |
*5 to 1 split
Performance**
|
Time |
NAV (£m) |
IRR at date (%) |
Multiple at date** (x) |
|
31 March 2008 |
8.8 |
27 |
1.19 |
**On committed capital
Investments Post Period End
Development Project 13
|
Project Name: |
MIG Group-IV, Bandra |
|
Partner: |
Keystone Realtors Pvt. Ltd. |
|
Location: |
Bandra, Mumbai, India |
|
Type: |
Residential and Urban Rejuvenation |
|
Asset classes: |
Urban Rejuvenation, Residential |
|
Saleable Area: |
267,370 sq. ft. |
This transaction enabled Trikona TC to enter into a development partnership with the Keystone group, in order to capitalise on a predominantly residential development in a prime location in Mumbai. The SPV (Trinity Capital (Fifteen) Limited) owns 49% of the underlying asset while 51% is owned by Keystone Realtors Pvt. Ltd. This SPV is in turn owned in a ratio of 55:45 by SachsenFonds and Trikona TC.
The attractiveness of the project lies in its strategic location. The site is in close proximity to the Secondary Business District (SBD) of Mumbai known as the Bandra Kurla Complex, which is fast outgrowing the traditional/preferred Central Business District of Nariman Point. As more and more corporate offices are moving into the Bandra Kurla Complex, there is an increasing demand for quality residential real estate space in the adjoining areas.
The MIG Colony at Bandra East, one of the upmarket suburbs of Mumbai, is divided into six groups - Group I to VI. All the groups are at varying stages of negotiations for redevelopment. The proposed development of the six groups in MIG will see a complete renewal of the neighbourhood as the redevelopment program will involve the adding of new community facilities in addition to high-rise housing.
The Project will encompass 598,133 sq. ft. of which 330,763 sq. ft. will be used for rehabilitating the existing society members and 267,370 sq. ft. will be available to the project SPV for free sale at the market rate.
The demand thesis is supported by two key drivers:
The rapid growth of Bandra Kurla Complex as the prime commercial location in Mumbai for corporate offices;
The shortage of quality residential development in the adjoining areas to cater to the captive demand of corporate executives working in the Bandra Kurla Complex.
Detailed Profile
Investment
Date of Investment: 22 May 2008
Total Capital committed: £20.5 million
Total Capital invested: £3.79 million*
\* The investment will be made in four tranches over a period of 4-5 months as envisaged in the business plan.
Consolidated Income Statement
For the year ended 31 March 2008
|
Notes |
2008 |
2007 |
||
|
(note 23) |
||||
|
£'000 |
£'000 |
|||
|
Interest received on bank balances |
5,038 |
9,077 |
||
|
Foreign exchange loss |
(41) |
(53) |
||
|
Movement in unrealised fair value gains on investments |
10 |
91,406 |
44,346 |
|
|
Net realised gains on partial disposal of subsidiaries |
19 |
3,218 |
- |
|
|
Net investment income |
99,621 |
53,370 |
||
|
Investment Manager's management fees |
6 |
(5,052) |
(4,736) |
|
|
Investment Manager's performance fees |
6 |
(27,663) |
(13,130) |
|
|
Other administration fees and expenses |
5 |
(3,227) |
(1,493) |
|
|
Profit for the year/ period before tax |
63,679 |
34,011 |
||
|
Tax |
7 |
- |
- |
|
|
Profit for the year/ period |
63,679 |
34,011 |
||
|
Attributable to: |
||||
|
Equity holders of the Company |
62,497 |
34,011 |
||
|
Minority interest |
1,182 |
- |
||
|
63,679 |
34,011 |
|||
|
Basic and diluted earnings per share (pence) |
8 |
26.9 |
13.6 |
|
Consolidated Balance Sheet
at 31 March 2008
|
Notes |
2008 |
2007 |
||
|
£'000 |
£'000 |
|||
|
Non-current assets |
||||
|
Investments as at fair value through profit or loss |
10 |
301,858 |
122,442 |
|
|
Total non-current assets |
301,858 |
122,442 |
||
|
Current assets |
||||
|
Trade and other receivables |
14 |
558 |
106 |
|
|
Cash and cash equivalents |
56,617 |
123,705 |
||
|
Inventory |
15 |
25,641 |
22,309 |
|
|
Prepayments |
131 |
18 |
||
|
Total current assets |
82,947 |
146,138 |
||
|
Total assets |
384,805 |
268,580 |
||
|
Liabilities |
||||
|
Non-current liabilities |
||||
|
Performance fee provision |
6 |
(36,308) |
(13,130) |
|
|
Borrowings |
16 |
(1,250) |
(1,603) |
|
|
Total non-current liabilities |
(37,558) |
(14,733) |
||
|
Current liabilities |
||||
|
Trade and other payables |
17 |
(4,350) |
(154) |
|
|
Total current liabilities |
(4,350) |
(154) |
||
|
Total liabilities |
(41,908) |
(14,887) |
||
|
Net assets |
342,897 |
253,693 |
||
|
Represented by: |
||||
|
Ordinary shares |
11 |
2,321 |
2,321 |
|
|
Distributable reserve |
217,362 |
217,362 |
||
|
Retained reserves |
96,508 |
34,011 |
||
|
Other reserves |
212 |
(1) |
||
|
Total equity attributable to equity holders of the Company |
316,403 |
253,693 |
||
|
Minority interest |
19 |
26,494 |
- |
|
|
Total equity |
342,897 |
253,693 |
Company Balance Sheet
at 31 March 2008
|
Notes |
2008 |
2007 |
||
|
£'000 |
£'000 |
|||
|
Non-current assets |
||||
|
Group balances |
9 |
185,963 |
106,089 |
|
|
Total non-current assets |
185,963 |
106,089 |
||
|
Current assets |
||||
|
Trade and other receivables |
14 |
92 |
95 |
|
|
Cash and cash equivalents |
45,645 |
121,968 |
||
|
Prepayments |
89 |
|||
|
Total current assets |
45,826 |
122,063 |
||
|
Total assets |
231,789 |
228,152 |
||
|
Liabilities |
||||
|
Current liabilities |
||||
|
Trade and other payables |
17 |
(1,270) |
(60) |
|
|
Total current liabilities |
(1,270) |
(60) |
||
|
Total liabilities |
(1,270) |
(60) |
||
|
Net assets |
230,519 |
228,092 |
||
|
Represented by: |
||||
|
Ordinary shares |
11 |
2,321 |
2,321 |
|
|
Distributable reserve |
217,362 |
217,362 |
||
|
Retained reserves |
10,457 |
8,409 |
||
|
Other reserves |
12 |
379 |
- |
|
|
Total equity |
230,519 |
228,092 |
Statements of Changes in Equity
For the year ended 31 March 2008
|
Share Capital |
Share Premium |
Distributable reserves |
Retained Earnings |
Other Reserves |
Shareholder funds |
Minority interest |
Total |
|
|
GROUP |
||||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Changes in equity for period to 31 March 2007 |
||||||||
|
Share issue proceeds |
2,528 |
247,500 |
250,028 |
250,028 |
||||
|
Placing costs |
(12,038) |
(12,038) |
(12,038) |
|||||
|
Cancellation of share premium |
(235,462) |
235,462 |
0 |
0 |
||||
|
Share buy back |
(207) |
|
(18,100) |
(18,307) |
(18,307) |
|||
|
Net profit for the period |
34,011 |
34,011 |
34,011 |
|||||
|
Foreign exchange on translation of subsidiaries |
(1) |
(1) |
(1) |
|||||
|
Balance at 31 March 2007 |
2,321 |
0 |
217,362 |
34,011 |
(1) |
253,693 |
0 |
253,693 |
|
Changes in equity for year to 31 March 2008 |
||||||||
|
Net profit for the year |
62,497 |
62,497 |
1,182 |
63,679 |
||||
|
Increase in value of share options |
379 |
379 |
379 |
|||||
|
Partial disposal of subsidiaries |
25,082 |
25,082 |
||||||
|
Additional investment |
230 |
230 |
||||||
|
Foreign exchange on translation of subsidiaries |
(166) |
(166) |
(166) |
|||||
|
Balance at 31 March 2008 |
2,321 |
0 |
217,362 |
96,508 |
212 |
316,403 |
26,494 |
342,897 |
|
Share Capital |
Share Premium |
Distributable reserves |
Retained Earnings |
Other Reserves |
Shareholder funds |
|
|
COMPANY |
||||||
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Changes in equity for period to 31 March 2007 |
||||||
|
Share issue proceeds |
2,528 |
247,500 |
250,028 |
|||
|
Placing costs |
(12,038) |
(12,038) |
||||
|
Cancellation of share premium |
(235,462) |
235,462 |
- |
|||
|
Share buy back |
(207) |
|
(18,100) |
(18,307) |
||
|
Net profit for the period |
8,409 |
8,409 |
||||
|
Balance at 31 March 2007 |
2,321 |
0 |
217,362 |
8,409 |
0 |
228,092 |
|
Changes in equity for year to 31 March 2008 |
||||||
|
Net profit for the year |
2,048 |
2,048 |
||||
|
Increase in value of share options |
379 |
379 |
||||
|
Balance at 31 March 2008 |
2,321 |
0 |
217,362 |
10,457 |
379 |
230,519 |
Consolidated Cash Flow Statement
For the year ended 31 March 2008
|
2008 |
2007 |
|||
|
Notes |
||||
|
£'000 |
£'000 |
|||
|
Net cash used by operating activities |
18 |
(15,854) |
(6,886) |
|
|
Cash flows from investing activities |
||||
|
Purchase of investments |
(88,010) |
(78,096) |
||
|
Interest received |
5,031 |
9,077 |
||
|
Acquisition of subsidiaries, net of cash acquired |
- |
(17,643) |
||
|
Partial disposal of subsidiaries |
19 |
32,108 |
- |
|
|
Loans advanced |
- |
- |
||
|
Net cash outflow from investing activities |
(50,871) |
(86,662) |
||
|
Cash flows from financing activities |
||||
|
Proceeds on issue of equity shares net of issue costs |
- |
237,990 |
||
|
Share buy-back |
- |
(18,307) |
||
|
Loan repayments |
(461) |
(2,429) |
||
|
Net cash (outflow) / inflow from financing activities |
(461) |
217,254 |
||
|
Net (decrease) / increase in cash and cash equivalents |
(67,186) |
123,706 |
||
|
Cash and cash equivalents at the start of the year / period |
123,705 |
- |
||
|
Foreign exchange |
98 |
(1) |
||
|
Cash and cash equivalents at the end of the year / period |
56,617 |
123,705 |
Notes to the Financial Statements
For the year to 31 March 2008
1. General information
The Company and its subsidiaries (together the Group) invest in real estate and real estate related entities in India, primarily in commercial development in the office and business space, residential, retail and hospitality sectors deriving returns from development, long-term capital appreciation and income.
The Company is a closed-end investment company incorporated on 7 March 2006 in the Isle of Man as a public limited company. The address of its registered office is IOMA House, Hope Street, Douglas, Isle of Man.
The Company is listed on the Alternative Investment Market of the London Stock Exchange.
The Group has no employees.
2. Summary of significant accounting policies
The principal accounting policies applied in the preparation of the consolidated financial statements are set out below. These policies have been consistently applied to all the entities included in the consolidated financial statements.
2.1 Basis of preparation
The financial statements of the Company are prepared in accordance with International Financial Reporting Standards ("IFRS"), and the Isle of Man Companies Act 1931 - 2004. The financial statements have been prepared under the historical cost convention as modified by including non-controlling investments in portfolio companies at fair value.
In preparing these consolidated financial statements, the Group has adopted IFRS 7 Financial Instruments: Disclosures and IAS 1 Presentation of Financial Statements - Capital Disclosures. The adoption of IFRS 7 and the amendment to IAS 1 impacted the type and amount of disclosures made in these financial statements, but had no impact on the reported profits or financial position of the Group. In accordance with the transitional requirements of the standards, the Group has provided full comparative information.
The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the consolidated financial statements, are disclosed in Note 4.
In accordance with Section 3 of the Isle of Man Companies Act 1982, no separate income statement has been presented for the Company. The amount of the Company's profit for the year recognised in the Consolidated Income Statement is £2,048,000 (2007(note 23): £8,409,000).
2.2 Basis of Consolidation
(a) Consolidation
The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries and subsidiary undertakings). Control is achieved where the Company has the power to govern the financial and operating policies of a portfolio company so as to obtain benefits from its activities.
The results of subsidiaries acquired or disposed of during the year are included in the consolidated income statement from the effective date of acquisition or up to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.
(b) Business combinations
The acquisition of subsidiaries is accounted for using the purchase method. The cost of the acquisition is measured at the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued by the Group in exchange for control of the portfolio company, plus any costs directly attributable to the business combination. The portfolio company's identifiable assets, liabilities and contingent liabilities that meet the conditions for recognition under IFRS 3 are recognised at their fair value at the acquisition date, except for non-current assets (or disposal groups) that are classified as held for resale in accordance with IFRS 5 Non Current Assets Held for Sale and Discontinued Operations, which are recognised and measured at fair value less costs to sell.
Goodwill arising on acquisition is recognised as an asset and initially measured at cost, being the excess of the cost of the business combination over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities recognised. If, after reassessment, the Group's interest in the net fair value of the portfolio company's identifiable assets, liabilities and contingent liabilities exceeds the cost of the business combination, the excess is recognised immediately in profit or loss.
2.3 Segment reporting
A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.
The directors are of the opinion that the Group is engaged in a single segment of business being property investment business in one geographical area being India.
2.4 Income
Dividend income from investments is recognised when the Company's right to receive payment has been established, normally the ex-dividend date.
Interest income is accrued on a time basis.
2.5 Expenses
All expenses are accrued for on an accruals basis and are presented as revenue items except for expenses that are incidental to the disposal of an investment which are deducted from the disposal proceeds.
2.6 Taxation
Income tax expense comprises current and deferred tax. Income tax expense is recognised in profit or loss except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.
(a) Current Income tax
Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years.
(b) Deferred income tax
Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit, and differences relating to investments in subsidiaries and jointly controlled entities to the extent that they probably will not reverse in the foreseeable future. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.
2.7 Foreign currency transactions
(a) Functional and presentation currency
Items included in the financial statements of each of the Group's entities are measured using the Currency of the primary economic environment in which the entity operates ('the functional Currency'). The consolidated financial statements are presented in Sterling, which is the Company's functional and presentation Currency.
(b) Transactions and balances
Transactions in currencies other than Sterling are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated into Sterling at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the Income Statement. Non-monetary assets and liabilities that are measured in terms of historical cost in a foreign currency are translated using the exchange rate at the date of transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value are translated into Sterling at foreign exchange rates ruling at the dates the fair value was determined.
(c) Group companies
The results and financial position of all the group entities (none of which has the Currency of a hyperinflationary economy) that have a functional Currency different from the presentation Currency are translated into the presentation Currency as follows:
(i) assets and liabilities for each balance sheet presented are translated at the closing rate at the date of that balance sheet;
(ii) income and expenses for each income statement are translated at average exchange rates (unless this average is not a reasonable approximation of the cumulative effect of the rates prevailing on the transaction dates, in which case income and expenses are translated at the rate on the dates of the transactions); and
(iii) all resulting exchange differences are recognised as a separate component of equity.
2.8 Financial instruments
Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.
2.9 Investments
Investments of the Group where the Group does not have control are designated as at fair value through profit or loss on initial recognition. They are measured at fair value. Unrealised gains and losses arising from revaluation are taken to the income statement.
Investments in entities over which the Group has control are consolidated in accordance with IAS 27.
The fair value of unquoted securities is estimated by the Directors using the most appropriate valuation techniques for each investment.
Securities quoted or traded on a recognised stock exchange or other regulated market are valued by reference to the last available bid price.
2.10 Other receivables
Other receivables do not carry any interest and are short-term in nature and are accordingly stated at their nominal value as reduced by appropriate allowances for estimated irrecoverable amounts.
2.11 Financial liabilities and equity
Financial liabilities and equity instruments are classified according to the substance of the contractual arrangement entered into. An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting all of its liabilities. Financial liabilities and equity instruments are recorded at the proceeds received, net of issue costs.
2.12 Interest-bearing loans and borrowings
Interest-bearing borrowings are recognised initially at fair value less attributable transaction costs. Subsequent to initial recognition, interest-bearing borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the Income Statement over the period of the borrowings on an effective interest basis.
2.13 Other payables
Other payables are not interest bearing and are stated at their nominal value.
2.14 Provisions
A provision is recognised in the balance sheet when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation, and the obligation can be reliably measured. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.
2.15 Share issue costs
The share issue costs of the Company directly attributable to the Placing that would otherwise have been avoided have been taken to the share premium account
2.16 Dividend distribution
Dividend distribution to the Company's shareholders is recognised as a liability in the Group's financial statements in the period in which the dividends are approved.
2.17 Impairment of assets
Assets including goodwill that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets that are subject to amortisation or depreciation are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset's carrying amount exceeds its recoverable amount. The recoverable amount is the higher of an asset's fair value less costs to sell and value in use. For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units).
2.18 Inventories
Inventories, including development project work in progress, are carried at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary course of business less cost to complete. Cost includes borrowing costs directly connected with development work.
2.19 Trade receivables
Trade receivables are recognised initially at fair value and subsequently measured at amortised cost using the effective interest method, less provision for impairment.
2.20 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held at call with banks, other short-term highly liquid investments with original maturities of three months or less, and bank overdrafts.
2.21 Revenue recognition
Revenue includes interest receivable and fair value gains and losses.
Finance income is accrued on a time basis by reference to the principal outstanding and the effective interest rate applicable.
Fair value gains and losses are recognised in the period of revaluation.
2.22 Interest expense
Interest expenses for borrowings are recognised within "finance costs" in the income statement using the effective interest rate method.
2.23 Trade payables
Trade payables are not interest bearing and are stated at their nominal value.
2.24 Share based payments transactions
Goods and services received or acquired in a share-based payment transaction are recognised when the goods or services are received. A corresponding increase in equity is recognised if the goods or services are received in an equity-settled share-based payment transaction, or a liability if the goods or services are acquired in a cash-settled share-based payment transaction.
For equity-settled share based payment transactions, goods or services are measured at the fair value of the goods or services received, unless the fair value cannot be reliably measured - in which case fair value is measured by reference to the fair value of the equity instruments granted.
The fair value of goods is recognised when they are received and the fair value of services is recognised over the period they are received.
Where a reliable estimate cannot be made of the fair value of equity instruments granted at the measurement date, the equity instruments granted are measured at intrinsic value. This is measured initially at the date the goods are obtained or services rendered and subsequently at each reporting date and at final settlement, with any changes to intrinsic value recognised in profit or loss.
2.25 Future changes in accounting policies
IASB and IFRIC have issued the following standards and interpretations with an effective date after the date of these financial statements:
|
International Accounting Standards (AIS/IFRS) |
Effective date (accounting periods commencing after) |
|
IFRS 8 Operating segments |
1 January 2009 |
|
IAS 23 Amendment - Borrowing costs |
1 January 2009 |
|
International Financial Reporting Interpretations Committee (IFRIC) |
|
|
IFIC11 IFRS 2 - Group and Treasury Share Transactions |
1 March 2007 |
|
IFRIC12 Service Concession Arrangements |
1 January 2008 |
|
IFRIC13 Customer loyalty programmes |
1 July 2008 |
|
IFRIC14 IAS 19 - the limit on a defined benefit asset, minimum funding requirements and their interaction |
1 January 2008 |
IFRS 8 introduces the "management approach" to segment reporting, with information based on internal reports. Management are currently assessing the impact of these on the disclosures to be presented regarding segmental reporting.
The Directors do not expect the adoption of the other standards and interpretations to have a material impact on the Group's financial statements in the period of initial application.
3. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk (including currency risk, market price risk and interest rate risk), credit risk and liquidity risk.
Risk management is carried out by the Board of Directors. The Board identifies and evaluates financial risks in close co-operation with the Investment Manager.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Indian Rupee. Foreign exchange risk arises from future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations.
Net assets denominated in Indian Rupee at the year / period end amounted to £324,966,000 (2007: £131,690,000)
At 31 March 2008, had the exchange rate between the Indian Rupee and Sterling increased or decreased by 5% with all other variables held constant, the increase or decrease respectively in net assets would amount to approximately £16,248,000 (2007: £7,226,000).
(ii) Market price risk
The Group is exposed to market price risk arising from its investment in unlisted and listed equity investments. All these securities present a risk of capital loss. The Board and Investment Manager are responsible for the selection of investments and monitoring exposure to market risk. All investments are in Indian companies.
If the value of the Group's investment portfolio had increased by 5%, the Group's net assets would have increased by £15,093,000 (2007: £6,122,000). A decrease of 5% would have resulted in equal and opposite decrease in net assets.
The Group is exposed to property price risk, property rentals risk and the normal risks of property development through its investment in Indian real estate companies.
(iii) Cash flow and fair value interest rate risk
The Group's cash and cash equivalents are invested at short term market interest rates. The bank borrowing is at a fixed rate of 12%.
The table below summarises the Group's exposure to interest rate risks. It includes the Groups' financial assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of assets and liabilities.
|
31 March 2008 |
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
Non- interest bearing |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Financial assets |
|||||||
|
Investments |
301,858 |
301,858 |
|||||
|
Trade and other receivables |
558 |
558 |
|||||
|
Cash |
56,617 |
56,617 |
|||||
|
Prepayments |
131 |
131 |
|||||
|
Total financial assets |
56,617 |
- |
- |
- |
- |
302,547 |
359,164 |
|
Financial liabilities |
|||||||
|
Performance fee provision |
36,308 |
36,308 |
|||||
|
Trade and other payables |
4,350 |
4,350 |
|||||
|
Bank loan |
85 |
256 |
909 |
1,250 |
|||
|
Total financial liabilities |
- |
85 |
256 |
909 |
- |
40,658 |
41,908 |
|
Total interest rate sensitivity gap |
56,617 |
(85) |
(256) |
(909) |
|||
|
31 March 2007 |
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
Non- interest bearing |
Total |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Financial assets |
|||||||
|
Investments |
122,442 |
122,442 |
|||||
|
Trade and other receivables |
106 |
106 |
|||||
|
Cash |
123,705 |
123,705 |
|||||
|
Prepayments |
18 |
18 |
|||||
|
Total financial assets |
123,705 |
- |
- |
- |
- |
122,566 |
246,271 |
|
Financial liabilities |
|||||||
|
Performance fee provision |
13,130 |
13,130 |
|||||
|
Trade and other payables |
154 |
154 |
|||||
|
Bank loan |
83 |
251 |
1,269 |
1,603 |
|||
|
Total financial liabilities |
- |
83 |
251 |
1,269 |
- |
13,284 |
14,887 |
|
Total interest rate sensitivity gap |
123,705 |
(83) |
(251) |
(1,269) |
|||
(b) Credit risk
Credit risk arises on investments, cash balances and debtor balances. The amount of credit risk is equal to the amounts stated in the balance sheet for each of these assets. Cash balances are limited to high-credit-quality financial institutions. There are no impairment provisions as at 31 March 2008.
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company aims to maintain flexibility in funding.
Residual undiscounted contractual maturities of financial liabilities:
|
31 March 2008 |
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
No stated maturity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Financial liabilities |
||||||
|
Performance fee provision |
36,308 |
|||||
|
Trade and other payables |
782 |
3,568 |
||||
|
Bank loan |
85 |
256 |
909 |
- |
||
|
782 |
85 |
256 |
909 |
39,876 |
||
|
31 March 2007 |
Less than 1 month |
1-3 months |
3 months to 1 year |
1-5 years |
Over 5 years |
No stated maturity |
|
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Financial liabilities |
||||||
|
Performance fee provision |
13,130 |
|||||
|
Trade and other payables |
154 |
- |
||||
|
Bank loan |
83 |
251 |
1,269 |
- |
||
|
154 |
83 |
251 |
1,269 |
13,130 |
||
4. Critical accounting estimates and assumptions
Estimates and judgements are continually evaluated and are based on historical experience as adjusted for current market conditions and other factors.
The Directors make estimates and assumptions concerning the future. The resulting accounting estimates will, by definition, seldom equal the related actual results. 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 outlined below.
(a) Estimate of fair value of unquoted investments
The Group holds full or partial ownership interests in a number of unquoted Indian companies. Some of these companies invest in development property projects ("the Project Companies"). For the Project Companies, CB Richard Ellis ("CBRE") conducted an independent valuation of the development properties owned by each of these companies as at 31 March 2008. Based on CBRE's valuation of the development properties, the Directors valued the Group's interest in the equity interests held in each of the Project Companies. The Directors also valued the Group's ownership interests in the non-development property owning unquoted companies. The Directors used valuation models prepared by Protiviti, an independent firm of advisors.
For the Project Companies, the Directors' valuations are based on a discounted cash flow methodology. The methodology is principally based on company-generated cash flows and observable market data on interest rates and equity returns. The discount rates used for valuing equity securities are determined based on historic equity returns for other entities operating in the same industry for which market returns are observable. Management uses models to adjust the observed equity returns to reflect the actual debt/equity financing structure of the valued equity investment. For the non development property company holdings, a combination of discounted cash flows and price earnings multiples is used.
If the determined discount rates were increased by 0.5% per annum, the value of unlisted equity securities would fall by £4,987,000.
(b) Estimated performance fee (carried interest) on investments
As described in note 6, a provision has been established for performance fees. This is based on the fair value gains recognised and an estimate of the ultimate IRR of each investment.
5. Other administration fees and expenses
|
2008 £'000 |
2007 £'000 |
||
|
Audit fees |
235 |
66 |
|
|
Professional costs |
1,993 |
940 |
|
|
Insurance |
146 |
148 |
|
|
Directors' fees |
138 |
110 |
|
|
Bank charges |
7 |
77 |
|
|
Share based payment expense (note 12) |
379 |
- |
|
|
Other |
329 |
152 |
|
|
3,227 |
1,493 |
Audit fees represent auditor's remuneration for work undertaken in connection with the statutory audit of the Group.
6. Investment Manager fees and performance fees
In consideration of the Manager providing management services, whether itself or through subcontractors, the Company pays fees to the Investment Manager in accordance with the Admission Document.
The Investment Manager receives a management fee of 2 per cent. per annum of the amount subscribed on the issue of the Placing Shares plus returns from investment retained by the Group for further investment. This fee is payable semi-annually in advance until 31 March 2007 when it shall be payable quarterly in advance.
The Investment Manager is also entitled to a carried interest (performance fee) in relation to each investment, which aligns its interest with those of the Shareholders, subject to meeting minimum returns. The hurdle is 10 per cent IRR on each relevant investment ("Hurdle"). Following the sale of an investment, if the Hurdle has been met, the Investment Manager will be entitled to receive a profit share of 20 per cent. of the gain generated by the Group in respect of that investment, provided that if the IRR exceeds 20 per cent., the Manager shall be entitled to 30 per cent. of the gain in respect of that investment. A fee of £4,485,000 became payable in the year, (2007 (note 23): nil) and a provision of £36,308,000 has been made in respect of the relevant fair value investment gains recognised in the financial statements as at 31 March 2008. (31 March 2007: provision of £13,130,000). The total charge to the Income Statement in the year was £27,663,000 (2007 (note 23): £13,130,000.)
7. Taxation
There is no liability for income tax in the Isle of Man.
The Group is subject to income tax in Mauritius at the rate of 15% on the chargeable income of Mauritian subsidiaries. They are, however, entitled to a tax credit equivalent to the higher of the foreign tax paid and a deemed credit of 80% of the Mauritian tax on their foreign source income. No provision has been made in the accounts due to the availability of tax losses.
The Group is liable to tax in India on the activities of its Indian subsidiary, however no income tax is due for the period since the Indian subsidiary is engaged in a development project which is still at an early stage and has not yet generated any taxable income.
8. Earnings per share
Basic earnings per share is calculated by dividing the net profit attributable to equity shareholders of the parent by the weighted average number of ordinary shares outstanding during the period.
|
2008 |
2007 |
|
|
Earnings for the purpose of basic earnings per share (Net profit attributable to equity shareholders of the parent) |
£62,497,000 |
£34,011,000 |
|
Weighted average number of ordinary shares (thousands) for the purposes of basic earnings per share |
232,050 |
249,491 |
|
Basic earnings per share (pence) |
26.9 p |
13.6p |
There is no difference between fully diluted earnings per share and basic earnings per share.
9. Investments in subsidiaries
The subsidiaries of Trikona Trinity Capital PLC are recorded at cost in the accounts of the Company and consolidated in the group financial statements.
|
Name |
Country of Incorporation |
Proportion of ownership interest |
|
|
at 31 March 2008 |
At 31 March 2007 |
||
|
Trikona Trinity Capital Mauritius Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (One) Limited |
Mauritius |
92% |
100% |
|
Trikona Trinity Capital (Two) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Three) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Four) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Five) Limited |
Mauritius |
59% |
100% |
|
Trikona Trinity Capital (Six) Limited |
Mauritius |
59% |
100% |
|
Trikona Trinity Capital (Seven) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Eight) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Nine) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Ten) Limited |
Mauritius |
60% |
100% |
|
Trikona Trinity Capital (Eleven) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Twelve) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Thirteen) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Fourteen) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Fifteen) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Sixteen) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Seventeen) Limited |
Mauritius |
100% |
100% |
|
Trikona Trinity Capital (Eighteen) Limited |
Mauritius |
100% |
100% |
|
Uppals I.T. Projects Private Limited |
India |
92% |
100% |
Uppals IT is a wholly owned investment of Trikona Trinity Capital (One) Limited and has been consolidated. No fair value gain has been included in the consolidated financial statements in relation to this company.
10. Investments - designated at fair value through profit or loss
Investments are recorded at fair value as follows:
|
31 March 2008 |
At Cost £'000 |
Fair value Adjustment £'000 |
At Fair Value £'000 |
|
Development property owning companies (all unlisted equity securities): |
|||
|
Lokhandwala Kataria Constructions Pvt Ltd. |
6,258 |
12,251 |
18,509 |
|
Kapstone Construction Pvt Ltd. |
10,593 |
9,010 |
19,603 |
|
DB Hospitality (formerly known as Neelkamal Marine Drive Developers Pvt Ltd.) |
12,176 |
3,214 |
15,390 |
|
Manjeera Retail Holdings |
9,605 |
6,640 |
16,245 |
|
M K Malls Developers * |
24,034 |
14,851 |
38,885 |
|
Luxor Cyber City |
37,904 |
25,896 |
63,800 |
|
DB Realty |
26,381 |
34,149 |
60,530 |
|
126,951 |
106,011 |
||
|
Non-development property company holdings |
|||
|
Listed equity securities |
20,898 |
(3,945) |
16,953 |
|
Unlisted equity securities |
18,257 |
33,686 |
51,943 |
|
166,106 |
135,752 |
301,858 |
|
31 March 2007 |
At Cost £'000 |
Fair value Adjustment £'000 |
At Fair Value £'000 |
|
Development property owning companies (all unlisted equity securities): |
|||
|
Lokhandwala Kataria Constructions Pvt Ltd. |
6,258 |
10,720 |
16,978 |
|
Kapstone Construction Pvt Ltd. |
10,593 |
6,000 |
16,593 |
|
Neelkamal Marine Drive Developers Pvt Ltd. |
5,766 |
2,869 |
8,635 |
|
Manjeera Retail Holdings |
6,267 |
5,760 |
12,027 |
|
M K Malls Developers * |
17,626 |
11,234 |
28,860 |
|
46,510 |
36,583 |
83,093 |
|
|
Non-development property company holdings |
|||
|
Listed equity securities |
13,529 |
- |
13,529 |
|
Unlisted equity securities |
18,057 |
7,763 |
25,820 |
|
78,096 |
44,346 |
122,442 |
Unlisted equity securities that amount to £284,905,000 (2007: £108,913,000) have been fair valued by the Directors as at 31 March 2008 using valuation techniques with advice from Protiviti, an independent firm of business advisors. All the fund's unlisted equity securities comprising development projects are valued using discounted cash flow techniques. The unlisted equity securities comprising non-development property holdings are valued using a mixture of discounted cash flow and price earnings multiples. The underlying cash flows for the development projects are based on data generated by CBRE, the Company's independent property valuers.
The investment in MK Malls Developers includes mezzanine debt stated at a fair value of £13,479,000 and cost of £12,283,000 (2007: £6,620,000 and £5,875,000 respectively).
11. Share capital
|
Authorised share capital |
No. of shares |
£ |
|
Ordinary shares of £0.01 each |
416,750,000 |
4,167,500 |
|
Deferred shares of £0.01 each |
250,000 |
2,500 |
|
417,000,000 |
4,170,000 |
|
No. of Shares Issued and Fully Paid |
Share Capital £ |
Share Premium £ |
|
|
Ordinary shares of £ 0.01 each |
|||
|
Subscriber shares |
200 |
2 |
- |
|
21 April 2006 - AIM placing |
252,500,000 |
2,525,000 |
247,500,000 |
|
21 April 2006 - Share issue costs |
- |
- |
(12,037,796) |
|
252,500,200 |
2,525,002 |
235,462,204 |
|
|
9 February 2007 - share buy back |
(20,700,000) |
(207,000) |
(18,100,081) |
|
Deferred shares of £0.01 each |
|||
|
21 April 2006 |
250,000 |
2,500 |
- |
|
As at 31 March 2007 and 31 March 2008 |
232,050,200 |
2,320,502 |
217,362,123 |
The Deferred Shares rank pari passu with the Ordinary Shares save that the Deferred Shares have no right to dividends or voting rights or the right to receive notice of or attend any general meeting. On the return of capital in a winding-up of the Company or otherwise (other than re-purchases or redemptions of shares authorised by special resolution), the Deferred Shares have the right to return of par value paid up thereon in priority to the return of the par value paid up on the Ordinary Shares.
Capital management
The Board's policy is to maintain a strong capital base so as to maintain investor, creditor and market confidence and to sustain future development of the business. The Board manages the Group's affairs to achieve shareholder returns through capital growth and income.
The Company has authority to purchase up to 10% of its own shares on the market, so as to help manage the discount to net asset value at which the shares may trade. No shares were purchased in the period ended 31 March 2008.
Group capital comprises share capital and reserves.
Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.
12. Share options
Options were granted at the time of the admission to AIM, giving the option holder the right to subscribe for shares at £1.00 per share, exercisable at any time between the first and fifth anniversaries of the admission to AIM, as follows:
Numis 3,787,503 shares
Trikona Advisers 2,525,002 shares
Founder shareholder 1,262,501 shares
The Directors have determined that the fair value of the options granted cannot be reliably measured at the measurement date (the date of grant). Therefore, the intrinsic value method has been used to determine the value of the share-based payment transaction.
The intrinsic value at 31 March 2008 is £379,000 (2007: nil).
13. Directors' interests
The following Directors had interests in the shares of the Company at 31 March 2008:
|
M. J. Cassidy |
125,000 |
Ordinary Shares |
|
P. D. Orchard-Lisle |
48,957 |
Ordinary Shares |
In addition, R Chugh has a beneficial interest in the Investment Manager (see note 21) which in turn has an interest in 3,304,029 Ordinary Shares of the Company.
14. Trade and other receivables
|
2008 |
2007 |
2008 |
2007 |
|
|
Group |
Group |
Company |
Company |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Tax receivable |
- |
2 |
- |
- |
|
Other receivable |
558 |
104 |
92 |
95 |
|
558 |
106 |
92 |
95 |
15. Inventory
Inventory represents the construction work in progress in Uppals I.T. Projects Private Limited.
16. Borrowings
The loan relates to leasehold land acquired for development by Uppals I.T. Projects Private Limited. The outstanding balance is payable in 12 half yearly instalments commencing on 14 November 2005 and interest is payable at a rate of 12% p.a. on the outstanding balance. The loan is unsecured.
17. Trade and other payables
|
2008 |
2007 |
2008 |
2007 |
|
|
Group |
Group |
Company |
Company |
|
|
£'000 |
£'000 |
£'000 |
£'000 |
|
|
Trade payables |
10 |
6 |
- |
- |
|
Tax payable |
- |
3 |
- |
- |
|
Investment commitments on behalf of Minority Interest |
2,654 |
- |
- |
- |
|
Performance fee payable |
914 |
- |
947 |
- |
|
Other payables |
772 |
145 |
323 |
60 |
|
4,350 |
154 |
1,270 |
60 |
18. Cash used by operations
|
2008 |
2007 |
|
|
Group |
Group |
|
|
£'000 |
£'000 |
|
|
Profit for the year/ / period |
63,679 |
34,011 |
|
Adjustments for: |
||
|
Fair value gains on investment |
(91,406) |
(44,346) |
|
Finance income |
(5,031) |
(9,077) |
|
Profit on disposal of shares in subsidiaries |
(4,182) |
- |
|
Share option expense |
379 |
- |
|
Changes in working capital |
||
|
Increase in inventories |
(3,430) |
(570) |
|
Increase in receivables |
(620) |
(124) |
|
Increase in payables |
24,757 |
13,220 |
|
Cash used by operations |
(15,854) |
(6,886) |
19. Partial disposal of subsidiaries
On 17 November 2007 the Group disposed of the following interest in its subsidiaries for a cash consideration of £32,108,000. (2007 (note 23): £nil).
|
Subsidiary |
Proportion sold |
Underlying investment |
|
Trikona Trinity Capital (One) Limited |
8% |
Uppals I.T. Projects Private Limited |
|
Trikona Trinity Capital (Five) Limited |
41% |
Lokhandwala Kataria Constructions |
|
Trikona Trinity Capital (Six) Limited |
41% |
Manjeera Retail Holdings |
|
Trikona Trinity Capital (Ten) Limited |
40% |
M K Malls Developers |
The sale crystallised fair value gains of £11,826,000 which had been recognised through the profit and loss account and gave rise to additional gains of £4,182,000 not previously recognised. Selling costs of £963,000 (see note 21) have been deducted from the net realised gains in the Income Statement.
20. Commitments
As at 31 March 2008 the Group had capital commitments of £12,512,000 in respect of capital expenditures contracted for at the balance sheet date but not yet incurred.
21. Related party transactions
Related parties and material related party transactions and balances and other transactions with affiliates, including fees, commissions, no charge transactions, purchases and sales and related amounts receivable or payable must be disclosed.
As defined in International Accounting Standard 24, Related Party Disclosures, parties are considered to be related if one party has the ability to control the other party or exercise significant influence over the other party in making financial and operating decisions. Related party transactions are transfers of resources or obligations between related parties, regardless of whether a price is charged.
Rakshitt Chugh, who is a director of the Company, has a beneficial interest in the Investment Manager. Fees charged by the Investment Manager, including performance fees, are described in note 6.
Panthera Developers Private Limited ("Panthera"), Enfield Property Management Services Private Limited ("Enfield"), and Broadgate Securities Limited ("Broadgate") are related parties to the Investment Manager. Panthera is the developer of Uppals I.T. Projects Private Limited and co-developer of Luxor Cyber City. Enfield is the property manager for the development property companies in which the Group is invested. Broadgate provides to the Company capital market advisory services. The aggregate amount of fees received by Panthera, Enfield and Broadgate for the services described above for the year ended 31 March 2008 was £4,470,888.
Rakshitt Chugh has majority ownership in Byte Consulting, a consultancy which provided data and financial analysis to the Group during the period, and received fees of £11,427 in the year.
Philip Scales is a director of the Company and of the Administrator. The fees of the Administrator for the year amounted to £50,000 (2007 (note 23): £58,000).
22. Events after the balance sheet date
Details of events that have occurred after the balance sheet date are as follows:
(a) Investments
The Group has invested a further £2.8 million in Uppals I.T. Projects Private Limited and £3.6 million in a new investment, MIG Group-IV Bandra, since the year end.
(b) Disposal of shareholdings in subsidiaries
On 9 May 2008 the Group disposed of the following interest in its subsidiaries for a cash consideration of £54,333,000.
|
Subsidiary |
Proportion of subsidiary shares sold |
Underlying investment |
|
Trikona Trinity Capital (One) Limited |
25% |
Uppals I.T. Projects Private Limited |
|
Trikona Trinity Capital (Six) Limited |
59% |
Manjeera Retail Holdings |
|
Trikona Trinity Capital (Ten) Limited |
60%* |
M K Malls Developers |
|
Trikona Trinity Capital (Fourteen) Limited |
15% |
Luxor Cyber City |
* The Group did not dispose of any of the shares in the class to which the economic rights of the underlying mezzanine finance to MK Malls are attached referred to in note 10.
Following this disposal, the Group has no interest in Trinity Capital (Six) Limited and Trinity Capital (Ten) Limited, apart from the shares linked to the loan finance referred to above.
The disposal crystallised fair value gains of £15,516,000 which had been recognised through the profit and loss account and gave rise to additional gains of £13,100,000 not previously recognised.
23. Comparative figures
The comparative figures are for the period from 7 March 2006 (date of incorporation) to 31 March 2007.
Related Shares:
The Revel Collective