Final Results

18 July 2012

Greenko Group PLC

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

Preliminary Results for the year ended 31 March 2012

Greenko, the Indian developer, owner and operator of clean energy projects, today announces its preliminary results for the year ended 31 March 2012.

Financial Year Highlights

·; Revenue of €36.9 million (2011: €44.4 million)

·; EBITDA of €27.3 million (2011: €25.2 million)

·; Profit after tax of €11.5 million (2011: €11.4 million)

·; Basic EPS 6.95 cents (2011: 7.44 cents)

·; Cash and deposits of €63.1 million (2011: €37.6 million)

·; CERs on hand 346,300 (2011: 109,177)

·; Property, plant, equipment and intangibles of €305.8 million (2011: €215.2 million)

·; Successful equity placing raised £50 million, with US$120 million committed by GE and Standard Chartered into Greenko subsidiaries

Operational Highlights

·; 950MW of wind concessions announced, taking the wind pipeline beyond 1GW

·; 74MW of hydro concessions added in Karnataka

·; Approximately 500MW of projects in construction, plus just over 900MW in active development

·; Formalisation of GE technology partnership

Post year end

·; Addition of five operational hydropower projects, totalling 32MW, in Himachal Pradesh

·; Operating capacity increased to 260MW, as Greenko's first wind farm began generating power

·; Anil Chalamalasetty and Mahesh Kolli committed £5 million for new shares at 225 pence per share

·; Appointment of Keith Henry as a Non-Executive Director

Commenting on the results, Anil Chalamalasetty, CEO and MD of Greenko, said: 

"We are pleased with this year's progress. Despite strong currency headwinds, we grew EBITDA and improved the EBITDA margin from 57% to 74%. We also proved the value of a strategy focused on clean energy in India's fuel and power deficit market and added 1,056MW of assets to the business. More importantly, the endorsement of investments by Standard Chartered, GE and our shareholders totalling £130 million now gives us the firepower to turn our pipeline into great projects that will deliver strong returns to our shareholders for decades to come."

A presentation for analysts and investors will be held at 10.00am this morning at Tavistock Communications, 131 Finsbury Pavement, London, EC2A 1NT. Please contact Matt Ridsdale or Mike Bartlett on 020 7920 3150 if you would like to attend.

Report to Shareholders

Chairman's Statement

The financial year ending 31 March 2012 was one of good progress for Greenko, as the foundations for significant capacity growth were completed and we reinforced our status as one of India's leading clean energy producers. In particular, we added 1,056MW of new projects and concessions; completed a technology partnership with GE; and, secured approximately £130 million of new funding to give us the balance sheet capability to reach our target of 1 GW in 2015. We are pleased to report further progress in the early months of the new financial year, as Greenko's first wind farm began generating power and our Executive Directors demonstrated a commendable commitment to the business with their agreement to invest £5 million at 225 pence per share.

Greenko's strategy is to create a well-diversified power portfolio that maximises the return for its investors. We differ from most of our competitors by ensuring the business is not constrained by fuel supply, environmental permitting issues, power off-take risks or technology provider. Our intention is to work in those States that offer a good renewable resource, as well as a supportive economic and regulatory environment for renewable energy. As such, we are increasingly developing clusters of projects, as this builds on our local knowledge and goodwill, ensures faster implementation, better operational management and more robust resource data. This approach means we mitigate risk, secure multiple revenue streams and are well positioned to capture the most attractive new opportunities.

The Company's profitable progress and strong underlying operational performance was achieved despite the challenging times in the Indian power market and difficult economic environment. The depreciation of the Rupee against the Euro by approximately 8 per cent over the year has led to significant foreign currency translation differences in our consolidated accounts. The drop in power revenue of 10 per cent was largely due to the weakness of our functional operating currency (the Indian Rupee) relative to our reporting (presentation) currency, and to the drop in headline revenue from our LVS project. Neither of these factors have an economic impact on our business or its actual profit. However, we have also taken significant steps to improve the underlying profitability through active and successful management of operational expenses and improved revenue realization at our biomass plants.

We were again grateful for our shareholders' on-going support when we raised £50 million in June 2011 through an equity placing. This was followed by investment commitments of US$50 million from GE Financial Services into our wind business and US$70 million by Standard Chartered via our Mauritian holding company, both at attractive terms for our existing shareholders. While the relationship with GE had previously only been through their wind turbine manufacturing business, the arms-length investment by GE Financial Services is a welcome endorsement of our wind power strategy. We also expect to benefit from Standard Chartered's strong expertise and ability to deploy its balance sheet into debt solutions for its investments, as the bank has globally mobilized US$6.4 billion of debt and equity into renewables since 2008, with Greenko being their first Indian renewables investment.

We made significant progress over the year and while the headline megawatt figure did not increase as swiftly as we had anticipated a year ago, we have maintained a disciplined focus on only delivering high-quality assets that will produce attractive long-term cash flows. This discipline will not change. During the year, Greenko began executing its wind strategy, with 950MW of new concessions announced and construction starting at our first two wind projects at Ratnagiri in Maharashtra and Basvanbagewadi in Karnataka. We also formalised our Technology Partnership with GE Energy, which gives us access to their 1.6-82.5 machine, designed for the Class-III (low wind speed) conditions typically found in India. As it transpired, last year's well documented problems in most of the global wind turbine manufacturing sector showed the value in our strategy of teaming up with a well-capitalised, creditworthy partner, that gives us access to one of the world's most reliable turbine designs.

Clean energy is an increasingly important part of the Indian energy market and is likely to form a large portion of the Indian Government's 12th Plan target for new capacity. It attracts strong regulatory support and a favourable tariff structure. Greenko's main technologies - hydropower and wind power - are at grid parity in all the States we operate. This means the price of power from renewables is at the same price as conventional power and recently in Karnataka, the Government's tariff for new coal fired generation was actually set higher than wind power. This is a significant milestone for renewables and further de-risks our portfolio. Current supply of all forms of power in India falls well short of demand, and this is expected to continue for many years. Nationally, the conventional power market continues to struggle with fuel supply issues and permitting problems, exacerbated by the cost of securing coal, which reinforces our confidence in the significant value of our assets.

Outlook

Against a backdrop of ever increasing demand for power in the Indian market and an emphasis on generation from clean energy sources, Greenko is correctly positioned for strong and sustained growth. In January this year, we were pleased to appoint Vasudeva Rao Kaipa to the main board, as Chief Financial Officer. Vasu complements our existing team and brings a wealth of additional experience. Post the year end, we were delighted to welcome Keith Henry to the Board as a Non-Executive Director. Keith brings many years of boardroom experience in the power and energy sectors, both with public and private companies, working on the development of large, complex projects. Sadly, the Board was also depleted this year by the untimely passing of Mr Narasimharamulu Pantam, who had played a pivotal role in the development of the Indian power market and been a valued member of Greenko's team since joining the Board in March 2008.

Over the next two years the shape and size of our operating portfolio will transform, as projects are built and we keep our focus on delivering superior returns. There is now real momentum in our work to scale-up Greenko and create long term value for our shareholders. Notwithstanding the challenges across the sector and exchange rate volatility continuing to distort the accounting treatment of our immediate financials, we are confident that the quality of the underlying assets should ensure the associated performance continues to meet expectations. We see Greenko emerging as one of the more stable and leading players in India's power generation sector, and look forward to reporting further progress to you in the coming months.

Y Harish Chandra Prasad

Chairman

Executive Directors' Statement

Introduction

It is a pleasure to present Greenko's preliminary un-audited financial results for the year ended 31 March 2012, our fifth operating year as a public company. We demonstrated profitable growth, with an 8.5 per cent increase in EBITDA and continued to build a portfolio that establishes Greenko as a mainstream utility player in the Indian energy market. Following successful fund raisings that brought commitments totalling approximately £130 million, we now have the balance sheet strength required to reach our 2015 target of 1GW. The total power portfolio under our control represents 1.67GW. This is made up of 214.6MW operational at the year-end, over 500MW in construction and 900MW in active development.

Financial Review

For the full year, the Company's revenue was €36.9 million (2011: €44.4 million), with generation of 769.8GWh (2011: 807.6GWh). EBITDA, a key performance indicator for Greenko, increased to €27.3 million (2011: €25.2 million), despite the financial performance being impacted by adverse currency movements and a weak market for CERs. Profit after tax was flat at €11.5 million (2011: €11.4 million) as EBITDA growth was offset by lower interest income. Basic EPS was 6.95 cents (2011: 7.44 cents) reflecting the impact of the shares issued in June 2011 disproportionately diluting the minority interest. Profit after tax of €2.0 million (2011: €2.6 million) was attributed to minority shareholders, mainly Global Environment Emerging Markets Fund III ("GEEMF"), which invested in the Group at the Mauritius subsidiary level in 2009, while profit after tax attributable to equity shareholders improved to €9.5 million (2011: €8.9 million).

The Group's Plant, Property and Equipment and Intangible Assets increased by 42 per cent to €305.8 million (2011: €215.2 million), primarily due to a significant increase in construction activity. The funds raised during the year were deployed in various projects under implementation and the cash (including deposits) balance at the end of the year was €63.1 million (2011: €37.6 million). Post the year end, ACMK Enterprises Ltd, a company controlled by Anil Chalamalasetty and Mahesh Kolli, two of Greenko's Executive Directors, committed to invest £5 million into new shares at 225 pence per share. Documentation is underway and the Company expects to complete the transaction shortly. Total borrowing at the end of the year was €153.1 million (2011: €82.8 million) and as of the end of June, Greenko had approximately €252 million of committed but undrawn debt facilities in place. In the year, it also drew US$60 million from the Standard Chartered and GE commitments, with a further US$60 million still available to be drawn. As at 31 March 2012, the Company had a stock of 346,300 Certified Emission Reductions ("CERs") (2011: 109,177).

Market Environment and Group Strategy

The macro environment within India continues to support Greenko. Over a third of India's population does not have access to power and the country's GDP growth is still estimated to be in excess of 7 per cent per annum. Given the continued population and GDP growth, plus a wider electrification programme, the country's installed capacity is expected to reach 290GW by 2017, from a current base of approximately 200GW. Therefore, with fossil fuel's difficulty in delivering sufficient cost-effective power capacity, Greenko remains well positioned to become a leading Indian power producer.

Our projects benefit from long term power purchase agreements ("PPAs") that are not available to conventional power producers, thereby enhancing the security and long-term visibility of our revenue. Most of our projects are registered under the Clean Development Mechanism and provide the Group with CER revenue. Having delayed the sale of CERs in the hope that prices might recover, our overall carbon revenue is down, but we are carrying a substantial stock of CERs that we intend to sell in the near future. Going forward, we aim to sell CERs on a more consistent basis. While carbon revenue enhances project profitability, our project assessments continue the existing prudent approach of excluding it from the fundamental economic analysis.

The power market continues to improve for Greenko, as there is a trend towards rising tariffs, supported by CERC guidelines. This is particularly beneficial in wind power, where zone classification and general industry practices are used as a benchmark, which complements Greenko's strategy of developing top-quartile projects. Unexpectedly, the Generation Based Incentive scheme, which provides an incremental incentive of Rs0.5/kWh (capped at Rs6.2 million/MW) ended in March 2012 for new projects. It appears that the Government will re-instate the scheme shortly, which should benefit our Ratnagiri wind farm. Greenko's projects also have access to Renewable Energy Certificates ("RECs") where the generator sells the local component of electricity at market prices and trades the environmental attribute in the form of RECs separately through an established Power Exchange. These REC revenues are expected to be substantial in the next four to five years based on the present renewable energy capacity shortfall.

Operational and Development review

Greenko reports on its secured capacity in three categories: operating assets, projects in-construction and concessions under active development. Together, these represent approximately 1.67GW of capacity, with 260MW currently operational. Behind this is a significant pipeline of potential development projects, which are not classified as 'active development' until the key concessions, resource assessment and agreements are in place. However, as one of India's leading renewable energy developers, Greenko typically sees most of the market's new opportunities.

Overall, we have approximately 500MW of projects in-construction and a further 900MW under active development. These include approximately 930MW of wind power, with the remainder hydropower. Greenko expects to have started construction on a further 400MW of projects before the end March 2014. We remain confident that 1GW should be operational in 2015, with approximately 550MW from wind and the balance predominantly from small and medium hydro projects.

Hydro

This was a busy year, with a number of new hydro assets added to our portfolio. Today, we are one of the largest operators of small hydro projects in India and we will continue to add medium sized hydro projects to retain a balance of assets to ensure risk is spread both geographically and across technologies. The hydro operating portfolio now consists of 136.3MW, with almost 200MW of assets under construction, making Greenko the largest operator and developer of small hydropower assets in India.

Greenko's hydro assets performed well in the year, with an average Plant Load Factor ("PLF") of 32 per cent. The northern hydro assets performed particularly well, while the southern hydro projects did almost as well, apart from Sonna Power that had a poor year due to difficult rainfall patterns in 2011's monsoon. Towards the year end, we acquired a cluster of five operational projects in Himachal Pradesh totalling 32MW. The deal became unconditional on 1 April 2012, a few days later than originally anticipated, marginally impacting reported revenue.

The new Himachal assets are all high-head projects, with four 5MW projects selling power under long term PPAs to the local state electricity board and a 12MW project selling power at the average state price, but receiving RECs on top. The average PLF for the combined asset is expected to exceed 60 per cent and the cluster has a robust hydrology profile, with a diverse catchment fed by snow, rain and glaciers. With the addition of these assets in Himachal Pradesh, our average PLF in the coming year should improve significantly.

We also secured 74MW of development projects in Karnataka, made up of the early stage 50MW Badhra project cluster, and the advanced-stage 24MW Kumardhara project. Kumardhara has all its project approvals and construction is due to start after the 2012 monsoon. In line with our strategy of optimising local knowledge and resources, Kumardhara is located near the existing Greenko cluster of the operational AMR (24.75MW) and Rithwick (24.75MW) projects, plus the Kukkey-1 (25MW) and Kukkey-2 (12MW) development projects. Like all southern hydropower projects, it has a reliable hydrology profile based on the monsoon and supported by over 30 years of data.

Dikchu (96MW) in Sikkim remains on track to be commissioned in 2014. Key components of the project are progressing well, with the underground power house being prepared for turbine installation, while tunnelling for the 5 km head race is on-going, along with building the impoundment structure. Project debt of €87 million is being provided by an IDBI led banking consortium. Apart from Dikchu, five small hydropower projects, totalling 92.6MW, are under construction. These are in line for commissioning in 2014, with key permits and contracts in place, and site access work underway.

Wind

The Group's wind strategy is based on extensive analysis aimed at delivering a reliable long term generation profile, using validated wind data, robust project design and economic return hurdles. Our execution plan is differentiated from the broader Indian wind energy market that is focused on scale and turnkey solutions. As previously announced, we have around 1,015MW of wind assets in active development, including three 100MW utility scale wind power projects that are in varying stages of construction.

To support our wind strategy, Greenko partnered with GE, one of the world's largest turbine suppliers. We formalised the Technology Partnership in December 2011, which guarantees us access to over 380MW of their XLE 1.6MW turbines, one of the world's best low wind speed turbines. These turbines are based on the most widely deployed machines in the sector, but adapted specifically for Class-III (low wind speed) sites.

Phase-1 of our Ratnagiri Wind Farm (65.6MW) in Maharashtra is being commissioned and recently started to generate power. The full Phase-1 capacity should be commissioned and generating during the 2012 monsoon season. This project is debt financed by IDFC and SBI, and its capacity was recently extended to reach 100.8MW at the end of Phase-2 in late 2013. Despite excellent initial progress, the project was delayed due to logistical problems in moving larger diameter blades for the first time in India, as well as an extended monsoon season. It was a salutary lesson, but the experience gained will stand us in good stead as we build out the remainder of our wind portfolio. Fortunately, the project should deliver an attractive PLF and it recently secured a better than expected 15-year PPA tariff.

Basvanbagewadi Wind Farm (100.8MW) is our second major wind project in construction. This is in Karnataka and site work is underway involving the sub-station for the grid connection and other balance of plant works. Phase-1 (51.2MW) turbines are scheduled to start arriving on site at the end of the 2012 monsoon season and the project is on track for commissioning in the current financial year. Phase-2 (49.6MW) should start at the end of 2012, and commission in late 2013. The project is also expected to achieve an attractive PLF.

Our third major wind project is Balavenkatpuram Wind Farm (100.8MW) in Andhra Pradesh. Here site access work has begun, and the turbine contract is in place. Phase-1 (51.2MW) turbine components are expected to begin arriving on site around the end of 2012, with commissioning targeted to start in mid-2013, while Phase-2 (49.6MW) is planned to start construction in late 2013.

After an initial slow start, we expect our wind power portfolio to accelerate the Company's headline growth over the next couple of years. We are looking at significant advances with projects in Rajasthan, Andhra Pradesh and Maharashtra making good progress. Overall, the Group expects to have over 160MW of wind power operational before the 2013 monsoon.

Natural Gas

The 36.8MW liquid fuel plant continues to generate operating profits in line with expectations. The contract's quasi-tolling structure means headline revenue remains unpredictable, but its operating profit is highly predictable. Our 58.4MW Greenko Godavari plant has experienced continuing delays, due to the well-publicised uncertainty over output from the Reliance Krishna Godavari KG-D6 basin. The land and permits for the project have been obtained and financial closure was completed with IL & FS. We currently expect to begin commissioning at the end of 2013, but remain dependent on uncertain third-party guidance as to the timing of gas availability.

Biomass

The Group's 41.5MW of biomass assets performed below expectations during the year, operating at an average plant load factor of 57 per cent. Towards the year-end, the Andhra Pradesh biomass industry prevailed in a tariff dispute with the State. This resulted in additional revenue for two of our projects in the State, which bolstered the division's financial performance and helped offset the impact of higher fuel prices. This tariff increase will benefit these projects in the coming years as well. We are actively managing our fuel supply and securing attractively priced material, albeit with more challenging operational characteristics. Whilst biomass power production offers stable generation, it does not offer the scope for superior growth that can be achieved with our hydro and wind assets.

Business Development

In addition to the 1.67GW already secured, we have a large pipeline of potential opportunities. The Company's infrastructure, brand and standing within the industry provide it with unrivalled access to deal flow. Greenko will continue to pursue a dual strategy, assessing both potential acquisitions as well as new concession tenders. In hydro we are seeing real opportunities to scale-up our business. The Greenko team is currently analysing a significant number of projects that range from those already in construction, to those having passed their initial development hurdles. As always, we remain highly selective and take forward only the most attractive opportunities. However, our growth plans are unchanged and continue to assume a preference for new concessions, rather than acquiring assets, particularly in the wind sector where our differentiated strategy is focussed on maximising shareholders' returns.

At the time of our successful fundraising in June 2011, we announced concessions for a further 650MW of wind assets. These concessions, alongside those previously secured, should transform our portfolio and progress in developing them remains on track. We expect to provide a comprehensive update at an Investor Day in October. Hydro and wind remain our focus as we work to grow the Company, but we will keep under consideration other clean energy generation technologies as and when they are proven to be commercially viable.

Infrastructure

Greenko continues to invest in its business functions to meet the needs of our growing organisation. The Group has put in place the Greenko Integrated Management System ('GIMS') that operates in accordance with global best practice, along with an automated project management system. SAP is installed across all the operating plants and is about to be rolled out to the support functions. Greenko now employs over 800 staff with our operating business still run out of Hyderabad, but we now have regional offices in Bangalore and Delhi, plus local offices in Shimla, Gangtok, Karad, Bijapur, Mangalore and Jaipur.

Outlook

The backdrop for power in India remains positive, as conventional power assets are struggling to supply power to the grid, due to fuel supply and off-take price issues. The grid parity achievement of the Group's wind and hydro portfolio, coupled with increased demand, means that Greenko is well positioned to provide financially attractive, sustainable long term returns.

We are pleased with the progress of our projects under construction, as these underpin the significant growth the Company is planning to deliver in the next three years. The commissioning of the first turbines at our new wind farm at Ratnagiri is an important milestone, as wind power will accelerate our growth and create a diversified generating portfolio that delivers strong returns to shareholders. The Group has enjoyed a successful twelve months in which we secured the financial resources to deliver our strategy and a significantly larger development pipeline.

We strongly believe that Greenko's diversified portfolio of projects, both operating and under active development, is the most attractive long term asset in the Indian market. We are on track to meet our 2015 target of having 1GW of operational capacity and there are considerable further opportunities to grow our business beyond that. Against this backdrop, the Directors have confidence in the development of the Group within an exciting Indian energy market and have confidence in our prospects for the months and years ahead.

Anil Chalamalasetty

CEO and Managing Director

Greenko Group plc

(All amounts in Euros unless otherwise stated)

Consolidated statement of financial position as at 31 March 2012

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

Greenko Group plc

(All amounts in Euros unless otherwise stated)

Consolidated statement of comprehensive income for the year ended 31 March 2012

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

Greenko Group plc

(All amounts in Euros unless otherwise stated)

Consolidated statement of changes in equity (Audited)

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

Greenko Group plc

(All amounts in Euros unless otherwise stated)

Consolidated statement of changes in equity (continued) (Unaudited)

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

Greenko Group plc

(All amounts in Euros unless otherwise stated)

Consolidated statement of cash flow

The notes are an integral part of these consolidated financial statements

Greenko Group plc

(All amounts in Euros unless otherwise stated)

1. General information

Greenko Group plc ("the Company") was originally incorporated on 12 January 2006 as Greenko S.A., a société anonyme (a public company with limited liability), under the laws of the Grand Duchy of Luxembourg, having its registered office at L-1736, Luxembourg, IB, Heienhaff and duly registered with the Registre de Commerce et des Sociétés de Luxembourg (the Luxembourg Trade and Companies Register) under B 113,730. On 31 October 2007, the Company was migrated to the Isle of Man as a company limited by shares under company number 001805V pursuant to the provisions of Part XI of the Isle of Man Companies Act 2006 having its registered office at 4th floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA. The Company is listed on the London Stock Exchange-Alternative Investment Market ("AIM").

The Company together with its subsidiaries ("the group") is in the business of owning and operating clean energy facilities. All the energy generated from these plants is sold to the State Electricity Boards and other electricity transmission and trading companies in India through long-term power purchase agreements ("PPA"). The group obtained a licence for inter-state trading in electricity in the whole of India except Jammu and Kashmir for trading up to 100 million units of electricity in a year. The group is yet to commence trading in electricity. The group is also a part of the Clean Development Mechanism ("CDM") process and generates and sells Certified Emission Reductions ("CER") and Voluntary Emission Reductions ("VER").

2. Summary of significant accounting policies

2.1 The principal accounting policies applied in the preparation of these consolidated financial statements have been consistently applied to all the periods presented.

2.2 Basis of preparation

The consolidated financial statements of Greenko Group plc have been prepared in accordance with the International Financial Reporting Standards ("IFRS") as adopted by the European Union. The consolidated financial statements have been prepared under the historical cost convention, as modified by the revaluation of available-for-sale financial assets, and financial assets and financial liabilities (including derivative instruments) at fair value through profit or loss.

The preparation of financial information 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.

Standards, amendments and interpretations not yet effective and have not been early adopted by the Group

At the date of authorisation of these preliminary financial results, certain new standards, amendments and interpretations to existing standards have been published by the IASB but are not yet effective, and have not been adopted early by the Group.

Management anticipates that all of the relevant pronouncements will be adopted in the Group's accounting policies for the first period beginning after the effective date of the pronouncement. Information on new standards, amendments and interpretations that are expected to be relevant to the Group's financial statements is provided below. Certain other new standards and interpretations have been issued but are not expected to have a material impact on the Group's financial statements.

IFRS 9 Financial Instruments (IFRS 9)

The IASB aims to replace IAS 39 Financial Instruments: Recognition and Measurement in its entirety. IFRS 9 is being issued in phases. To date, the chapters dealing with recognition, classification, measurement and derecognition of financial assets and liabilities have been issued. These chapters are effective for annual periods beginning 1 January 2015.

Further chapters dealing with impairment methodology and hedge accounting are still being developed. The Group's management has yet to assess the impact of this new standard on the Group's consolidated financial statements. However, they do not expect to implement IFRS 9 until all of its chapters have been published and they can comprehensively assess the impact of all the changes.

Consolidation Standards

A package of consolidation standards is effective for annual periods beginning or after 1 January 2013. Information on these new standards is presented below. The Group's management has yet to assess the impact of these new and revised standards on the Group's consolidated financial statements.

IFRS 10 Consolidated Financial Statements (IFRS 10)

IFRS 10 supersedes IAS 27 Consolidated and Separate Financial Statements (IAS 27) and SIC 12 Consolidation - Special Purpose Entities. It revised the definition of control together with accompanying guidance to identify an interest in a subsidiary. However, the requirements and mechanics of consolidation and the accounting for any non-controlling interests and changes in control remain the same.

IFRS 11 Joint Arrangements (IFRS 11)

IFRS 11 supersedes IAS 31 Interests in Joint Ventures (IAS 31). It aligns more closely the accounting by the investors with their rights and obligations relating to the joint arrangement. In addition, IAS 31's option of using proportionate consolidation for joint ventures has been eliminated. IFRS 11 now requires the use of the equity accounting method, which is currently used for investments in associates.

IFRS 12 Disclosure of Interests in Other Entities (IFRS 12)

IFRS 12 integrates and makes consistent the disclosure requirements for various types of investments, including unconsolidated structured entities. It introduces new disclosure requirements about the risks to which an entity is exposed from its involvement with structured entities.

Consequential amendments to IAS 27 and IAS 28 Investments in Associates and Joint Ventures (IAS 28)

IAS 27 now only deals with separate financial statements. IAS 28 brings investments in joint ventures into its scope. However, IAS 28's equity accounting methodology remains unchanged.

IFRS 13 Fair Value Measurement (IFRS 13)

IFRS 13 does not affect which items are required to be fair-valued, but clarifies the definition of fair value and provides related guidance and enhanced disclosures about fair value measurements. It is applicable for annual periods beginning on or after 1 January 2013. The Group's management has yet to assess the impact of this new standard.

Amendments to IAS 1 Presentation of Financial Statements (IAS 1 Amendments)

The IAS 1 Amendments require an entity to group items presented in other comprehensive income into those that, in accordance with other IFRS: (a) will not be reclassified subsequently to profit or loss and (b) will be reclassified subsequently to profit or loss when specific conditions are met. It is applicable for annual periods beginning on or after 1 July 2012. The Group's management expects this will change the current presentation of items in other comprehensive income; however, it will not affect the measurement or recognition of such items.

Amendments to IAS 19 Employee Benefits (IAS 19 Amendments)

The IAS 19 Amendments include a number of targeted improvements throughout the Standard. The main changes relate to defined benefit plans. They:

• eliminate the 'corridor method', requiring entities to recognise all gains and losses arising in the reporting period

• streamline the presentation of changes in plan assets and liabilities

• enhance the disclosure requirements, including information about the characteristics of defined benefit plans and the risks that entities are exposed to through participation in them.

The amended version of IAS 19 is effective for financial years beginning on or after 1 January 2013. The Group's management has yet to assess the impact of this revised standard on the Group's consolidated financial statements.

2.3 Consolidation

The consolidated financial statements include the following subsidiaries:

Subsidiaries are all entities over which the group has the power to govern the financial and operating policies so as to obtain economic benefits from its activities, generally accompanying a shareholding of more than one half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the group controls another entity. Subsidiaries are fully consolidated from the date on which control is transferred to the group. They are de-consolidated from the date that control ceases.

The purchase method of accounting is used to account for the acquisition of subsidiaries by the group. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any non-controlling interest. The excess of the cost of acquisition over the fair value of the group's share of the identifiable net assets acquired is recorded as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in profit or loss.

Previously held identifiable assets, liabilities and contingent liabilities of the acquired entity are revalued to their fair value at the date of acquisition, being the date at which the group achieves control of the acquired entity. The movement in fair value is taken to the asset revaluation surplus.

Inter-company transactions, balances and unrealised gains on transactions between group companies are eliminated. Unrealised losses are also eliminated but considered an impairment indicator of the asset transferred. Accounting policies of subsidiaries have been changed where necessary to ensure consistency with the policies adopted by the group.

Non-controlling interests represent the portion of profit or loss and net assets that is not held by the group and are presented separately in the consolidated statements of comprehensive income and within equity in the consolidated statements of financial position, separately from parent shareholders' equity. Acquisitions of additional stake or dilution of stake from/ to non-controlling interests in the group are accounted for using the equity method, whereby, the difference between the consideration paid or received and the book value of the share of the net assets is recognised in 'other reserve' within statement of changes in equity.

2.4 Foreign currency translation

a) Functional and presentation currency

Items included in the financial statements in 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 'euro' ("€"), which is the Company's functional and presentation currency. The functional currency of the group's subsidiaries in India is Indian Rupees ("INR").

b) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currencies are recognised in profit or loss.

c) Group companies

The results and financial position of all the group entities (none of which has the currency of a hyper-inflationary economy) that have a functional currency different from the presentation currency are translated into the presentation currency as follows:

o assets and liabilities presented for each reporting date are translated at the closing rate at the reporting date;

o income and expenses for each statement of comprehensive income 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

o resulting exchange differences are charged/ credited to other comprehensive income and recognised in the currency translation reserve within equity.

When a foreign operation is partially disposed of or sold, exchange differences that were recorded as other comprehensive income are recognised in profit or loss as part of the gain or loss on sale.

Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the foreign entity and translated at the closing rate.

3. Intangible Assets

4. Property, plant and equipment

5. Business combinations

5.1. Acquisitions of business during the year ended 31 March 2012

During the year ended 31 March 2012, the group acquired the following companies to enhance the capacity of the group from clean energy assets. Details of these acquisitions are set out below:

Details of net assets acquired are as follows:

The group has acquired 100% equity in AWPPL, BWIPL, GWECPL, RWECPL, RWPCPL and TWPVPL which has licences for the construction of wind power projects in the state of Andhra Pradesh, Karnataka, and Rajasthan, India aggregating to 650MW. The implementations of the projects was in progress at the time of acquisition. Certain approvals required to implement the power projects were obtained.

Generally, the gestation period, starting from obtaining a licence till commencement of commercial operations, for wind power projects of this size and model is 5 to 6 years. Hence, the project has significant value embedded in it, which is generally not reflected in the books of account, and captured in the fair value of licences. The excess of the group's interest in the fair value of an acquiree's assets and liabilities over cost is due to the time value which the group gained, the value of being able to start the commercial operations more swiftly, the value in ordering and near readiness of all required equipment, suppliers and contractors, and the negotiating skills of the group.

The fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:

The acquiree's carrying amount of assets and liabilities arising from the acquisition are as follows:

5.2 acquisition of business during the year ended 31 March 2011

During the year ended 31 March 2011, the group acquired the following companies to enhance the generating capacity of the group from clean energy assets. Details of these acquisitions are set out below:

Results of the acquired entities have been consolidated in the statement of comprehensive income from the date of acquisition. If the acquisition had occurred on 1 April 2010, the Group's revenue and net profit for the year ended 31 March 2011 would have increased/ (decreased) by €270,359 and €(1,545,495) respectively.

Details of net profit contributed by the acquired entities for the period commencing from acquisition date to the reporting date:

These amounts have been calculated using the Group's accounting policies and by adjusting the results of the subsidiaries to reflect the additional depreciation and amortisation that would have been charged assuming the fair value adjustments to property, plant and equipment and intangible assets had applied from 1 April 2010, together with the consequential tax effects. Goodwill arising on business combinations is not available for deduction under income tax.

Details of net assets acquired are as follows:

The group has acquired 100% equity in APIL and HPLPL which has operating hydel power projects of 10 MW and 24 MW in the state of Himachal Pradesh, India and Karnataka, India respectively.

The group has also acquired FFHPPL which has licences for the construction of wind and hydro power projects in the state of Karnataka, India, aggregating to 158 MW and 23.25 MW respectively. The implementation of the project was in progress at the time of acquisition. Certain approvals required to implement the power projects were obtained.

Generally, the total gestation period, starting from obtaining licence till commencement of commercial operations, for hydro power projects and wind power projects of this size and model is 4 to 5 years and 5 to 6 years respectively. Hence, the project has significant value embedded in it, which is generally not reflected in the books of account, and captured in the fair value of licences. These circumstances contributed to the amount recognised as goodwill. The excess of the group's interest in the fair value of an acquiree's assets and liabilities over cost due to the time value which the group gained, the value of being near ready to start the commercial operations, the value in ordering and near readiness of all required equipment, suppliers and contractors, and the negotiating skills of the group.

The fair value of the acquiree's assets and liabilities arising from the acquisition were as follows:

The acquiree's carrying amount of assets and liabilities arising from the acquisition are as follows:

6. Earnings per share

Both the basic anddiluted earnings per share have been calculated using the profit attributable to shareholders of the parent company (Greenko Group plc) as the numerator, i.e. no adjustments to profits were necessary during the year ended 31 March 2011 and 2012.

a) Basic

Basic earnings per share, is calculated by dividing the profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the year.

b) Diluted

Diluted earnings per share is calculated by adjusting the weighted average number of ordinary shares outstanding to assume conversion of all dilutive potential ordinary shares.

7. Events after the reporting date

a) The Company has issued 6,798,924 ordinary shares to ACMK Enterprises Ltd, the Company controlled by Mr. Anil Kumar and Mr. Mahesh Kolli, at euro 0.005 per share as per the Long Term Incentive Plan approved by the Board in April,2012.

b) ACMK has also committed for 2,222,222 ordinary shares at the committed price of GBP 2.25 per share as per the Subscription Agreement signed in June 2011.

c) The Company has acquired 5 operating Hydro Power Projects with a total capacity of 32 MW operating in the State of Himachal Pradesh effective from April 1, 2012, at a fixed asset value of INR 2,775 million. Valuation of Assets and allocation of purchase consideration is yet to be completed.