Half Yearly Report

04 December 2014

Greenko Group PLC

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

Interim Results for the six months ended 30 September 2014 ("the period")

Greenko, the Indian developer, owner and operator of clean energy projects, today announces its unaudited interim results for the period ended 30 September 2014. During the current year, the Board has decided to change the presentation currency from the Euro to US$, in order to make our investment model easier to compare with our peers. The Board has also decided to change its financial year end from the 31 March, to the 31 December, effective in 2014.

Financial Highlights

• Operational capacity grew 45.6% from 491 MW in March 2014 to 715 MW to date

• Generation increased 87.5% to 1,225 GWh, compared to previous year

• Reported revenue increased 125.6% to $82.7 million (2013: $36.6 million)

• EBITDA increased 129.1% to $74.2 million (2013: $32.3 million)

• Adjusted1 Profit after tax increased 107.9% to $28.7 million (2013: $13.8 million)

• Property, plant, equipment and intangibles grew 46.5% to $1,078.1 million (2013: $735.7 million)

• Greenko Dutch BV has raised 8% - 5 year $550 million Bonds, to reduce the cost of debt.

• EIG loan of $125 million used to repay the Standard Chartered investment.

• Earnings per share (EPS) for H1- 2014 9.55c (2013: 5.54c).

Operational Highlights

• Completion of acquisition of 70 MW Lanco Budhil hydropower project in Himachal Pradesh taking hydro operating capacity to 235 MW

• Completion of 154 MW of wind projects taking the operating wind capacity to 402 MW

• Approximately 590 MW of projects in construction, plus 1,350 MW in active development.

Adjusted1 Profit after Tax is without considering the one time debt restructuring cost of $5.1 million.

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

"Our portfolio approach continues to deliver strong results. During the current financial year we have added 224 MW of operational capacity. Our ongoing initiatives to reduce our cost of debt, through our recent US$550 million Bond issue and the US$125 million loan from EIG in early October, should further enhance our financial performance and afford us the flexibility to offer greater shareholder returns. As the Indian energy market becomes increasingly favourable towards hydro and wind power, we remain very optimistic about the sustainability of our strongly supported operational and financial performance."

For further information please visit www.greenkogroup.com or call:

Report to Shareholders

Chairman's Statement

I am pleased to report Greenko's interim results for the six months ended 30 September 2014. The Company has performed well during the period and our robust operating cash flows and balance sheet will allow us to achieve our target of having 1,000 MW of generating assets in 2015. Operational project growth was significant, with several new wind projects becoming operational in the current year, plus some additional projects under advanced stages of construction and which are scheduled to be ready for the next wind season. We completed the Budhil 70 MW acquisition, and our other hydro projects under construction continued to make good progress and are expected to become operational in 2015 and 2016. Including our on-going construction work, this resulted in over $342.3 million of net assets being added to the balance sheet during the period.

Generating assets grew 45.6% from 491 MW to 715 MW. We expect this growth to accelerate over the next few quarters as we complete the 590 MW of projects currently under construction, and we expect to exceed our target of developing 1,000 MW of operating assets during 2015. During the year to date we have delivered a further 154 MW of wind assets, by expanding and adding to the capacities at our three existing large projects (Ratnagiri, Basavanabagewadi and Balavenkatapuram) utilising the infrastructure created during the initial development phases.

Clean energy is an important part of the Indian energy market and should provide a significant portion of the Indian Government's 12th Plan target for new capacity. Clean energy also attracts strong regulatory support and a favourable tariff structure. Current supply of all forms of power in India falls well short of demand, and this is expected to continue for many years. During the last few months, we have seen some significant progress in more visible bidding processes, together with more sustainable tariff quotes.

Given the current coal shortage and fluctuation in international fuel prices, conventional generating assets are struggling to supply power to the grid, providing more impetus for growth within the renewable energy segment in India. Greenko's diverse wind and hydro portfolio, located across a number of states, can now profitably produce power below the price of conventional generation with some of states, such as Madhya Pradesh, giving long term policy announcements for wind at a very attractive price, thus encouraging investments from IPPs like Greenko. Following the formation of a new Government with a clear majority and dynamic leadership at the helm, India's ongoing energy policy is to provide 24/7 power for all. Due to the relatively short development cycle for renewable energy projects, particularly wind, Greenko is well positioned to respond to this policy and provide financially attractive, sustainable long term returns to our shareholders.

Our strategically diversified portfolio investments model is working well with good growth of 87.6% in generation from our combined portfolio of assets, up from 653 GWh in 2013 to 1,225 GWh in the first half of this year. Despite the late start of the monsoon, our wind farms generated 525 GWh and our hydro assets generated 532 GWh.

The company has made excellent progress on our wind and hydro projects and we expect to see a continuing intensity in our level of activity in the next 12 to 18 months as we add a further 590 MW of wind and hydro projects currently under construction, and for which most of the expenditure is already committed. Several projects are nearing completion and we expect to exceed our target of 1,000 MW in operation for the 2015 monsoon and wind season, with a further balance of 300 MW completed for the 2016 season. We also continue to assess a range of high quality hydro acquisition opportunities, but only where we believe those assets can be acquired at attractive prices.

The Company's profitable progress and strong underlying performance has been achieved despite uncertainties from the significant changes in the Indian power market being proposed by the Indian government, and the continuing challenging economic times in India. Generation output increased by 87.6% to 1,225GWh, and revenues from this output increased by 125.6% to $82.7m. This reflects higher volumes in both hydro and wind generation, with the former being at relatively low pricing, but good margins, and higher prices for the output from new wind generation.

A key focus in 2014 has been to restructure our borrowings in order to reduce our borrowing costs. Significant progress has been achieved through the issue of a $550 million 5 year Bond, payable 31st July 2019, which has been utilised to significantly reduce our more expensive project finance debt. In addition, a new six year loan of $125 million from EIG was used to repay the loans from Standard Chartered Bank and also reduce project debt. There was a one-time charge of $5.1m to arrange this restructuring but we expect significant ongoing savings in the coming years. Our profit after tax for the half year has improved by 107.9% before this one-time charge to $28.7m, and by 70.5% after the charge.

Dividend

Having reached an operating capacity of 715 MW, the Board is confident of reaching the target operating capacity of 1000 MW by 2015 as the balance targeted capacity is fully funded and is under an advanced stage of construction. Given the increasingly predictable nature of cash flows from these operating assets, the Board proposes to consider the payment of a dividend with the announcement of our year end results, and I look forward to reporting further progress at that time.

Outlook

In an environment of ever increasing demand for power in India and an emphasis on generation from clean energy sources, Greenko is ideally positioned for strong and sustained growth. Over the next fifteen months the shape and size of our operating portfolio will transform, as the 590 MW of projects currently under construction are completed. Despite the many challenges across the power sector, and exchange rate volatility continuing to distort the accounting reporting of our immediate financials, we are confident that the quality of the underlying assets will deliver substantial value to our shareholders.

The Company is well advanced in achieving significant critical mass in our operating projects. Greenko is emerging as a stable and leading participator in India's power generation sector and the Board is confident that we are well positioned to continue our growth through the reinvestment of our operating cash flows in new renewable energy projects.

Keith Henry

Chairman

Executive Director's Statement

Introduction

I am delighted to present Greenko's un-audited financial results for the six months ended 30 September 2014. We have delivered another good period of profitable growth. The successful completion of three wind farms producing an extra 154 MW, together with the 70 MW hydro Budhil acquisition, has established Greenko as a leading renewable player in the Indian energy market. Successful fund raisings during the year of an 8% 5 Year Bond of $550 million from globally reputed institutional investors in the US, UK and Asia, together with the recent $125 million loan from EIG Global to replace Standard Chartered's earlier investment, should help us to deliver our 2015 target of 1,000 MW with improved profitability. Our total portfolio, including our pipeline of active developments, represents over 2.5 GW of power generating assets. Our operational portfolio has increased 45.6% to 715 MW since March, with another 590 MW under construction, and a further 1,350 MW in active development. We have deployed $342 million of capital into power assets since this period last year.

Financial Review

Reported revenue was $82.7 million (2013: $36.6 million) from generation of 1,225 GWh (2013: 653 GWh). EBITDA, a key performance indicator for Greenko, increased 129.1% to $74.2 million (2013: $32.3 million) despite the late start of the monsoon. During the current financial year, we have achieved considerable cost savings by replacing the high cost Indian debt with 8% - 5 year US$ Bonds of $550 million which will help in improved cash flow for organic growth. This resulted in a one-time debt reorganisation expense of $5.1 million. To help make like-for-like comparison of changes in the operating business, we report adjusted figures in the narrative, with the reorganisation of the debt charge netted out.

Adjusted profit after tax increased 107.9% to $28.7 million (2013: $13.8 million). $9.1 million (2013: $5.4 million) of Greenko's profit after tax of $23.5 million (2013: $13.8 million) was attributed to minority shareholders , mainly through the preference share held by Global Environment Emerging Markets Fund III (which invested in the Company at the Mauritius subsidiary level in 2009) and the new investment from GIC of £100 million, again invested in the Company through the Mauritius subsidiary level as Exchangeable Shares, leaving $14.4 million (2013: $8.3 million) to shareholders of the company.

The Company's Plant, Property and Equipment and Intangible Assets increased by 46.5% to $1,078.1 million (2013: $735.7 million), primarily due to a significant increase in construction activity and the development of assets into operation. The funds raised from GIC of £100 million during the last financial year were deployed in various projects under implementation and the cash (including deposits and money market funds) balance at the end of the year was $122.2 million (2013: $58.8 million). Total borrowing at the period end was $741.5 million (2013: $328.5 million). Greenko had approximately $176 million of committed but undrawn facilities in place.

During the period we have completed 8% - 5 year US Dollar Bonds of $550 million to refinance the existing operating portfolio debt. The Bond Issue, supported from a global investor base, was well received in the market and is currently listed on the Singapore Stock Exchange. The issuance of the INR denominated non-convertible debentures by Greenko's entities in India has been completed. Greenko's entities in India have not issued guarantees, nor created any contingent liabilities, or offered any security for the senior notes issued by Greenko Dutch BV. Accordingly the Company has been advised it is in compliance with Schedule 5 of the Foreign Exchange Management Regulations, 2000, (Transfer or Issue of Security by a Person Outside India) and all other applicable extant Indian exchange control regulations.

The Company has also received a loan of $125 million from EIG Global, with a 5% cash coupon. EIG has an option to convert the remaining part of the non-cash coupon of 6% into Equity of the company at 240p per share, with the principal amount of $125 million being repayable in cash at the end of 6th year. We have deployed this money effectively for all the projects under construction and the optimised interest costs will be reflected in the next financial year.

Change of Financial Year:

In line with our decision to change our reporting currency from the Euro to the US$, thereby better enabling the Company to be viewed on par with our global peer groups, the Board has also decided to change our Financial Year (presently April to March) to 1 January to 31 December. Accordingly the Company will present its current audited financial year results for the 9 month period, ending 31 December 2014.

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 over 2.5 GW of capacity, with 715 MW currently operational and 590 MW in active construction. Behind this is a much larger pipeline of potential development projects, which are not classified as 'active development' until the key concessions, resource assessments and agreements are in place.

Greenko's generating portfolio strategy is designed around asset clusters that offer local economies of scale, as well as diversification by geography, off-take and technology. Overall, the Company has approximately 590 MW of projects in construction and a further 1.35 GW under active development. Collectively this includes just over 1,356 MW of wind power, with the remainder primarily hydro power. Following the completion of an additional capacity of 154 MW in our existing three wind farms of Ratnagiri, Basavanabagewadi and Balaventaktapuram, taking our operational wind capacity to 402 MW, Greenko expects to complete wind projects currently under construction representing almost 402 MW by 2015. We remain confident that with capital having already been deployed for over 1,000 MW, we should be operational in 2015 with a 1 GW platform.

Wind

The Company's wind strategy is based on carrying out extensive site analysis, and is aimed at delivering a reliable long term generation profile using validated wind data gathered over the long term, the latest proven technology and our in-house engineering and management capabilities to ensure the projects meet the required economic return hurdles.

In line with our broader strategy to develop utility scale wind farms, we commissioned three wind farm projects: Ratnagiri (101.6 MW), Rayala (240 MW) and Basvanbagewadi (180 MW) during the last year 2013-14. Following the first phase of these projects and taking advantage of the existing infrastructure to achieve a more rapid construction schedule, a further 154 MW of additional wind assets were successfully installed at these sites during the current period, completing a total wind capacity of 402 MW to date. We have commenced construction on another three wind farms: Tanot (120 MW), Vyshali (120 MW) and Animala (60 MW), and firm orders have been placed with the vendors to execute these projects to be operational during 2015.

Hydro Projects

Greenko currently has six hydro projects under construction, with a total capacity of 188.6 MW. The largest of these is the 96 MW Dikchu project in Sikkim, which is approximately 80% complete and is on schedule to commence commercial operations at the start of the 2015 hydro generation season. The other five projects are at various stages of construction, with commissioning schedules falling between late 2015 and early 2016.

Thermal Assets

The 36.8 MW liquid fuel plant operates under a quasi-tolling structure. The plant was not called to generate during the period, reducing its reported revenue but leaving absolute EBITDA unchanged and in-line with expectations.

The Company's 41.5 MW of biomass assets continue to operate below our long-term expectations and output was lower than the previous period. We are continuing our efforts to sell two of the biomass plants for which we have entered into a MOU with a third party.

Business Development

With a significant portion of our existing portfolio having secured long term state PPAs, we are working towards merchant tariffs for our new projects being commissioned in order to obtain improved tariffs. We have been successful in securing good long term merchant tariff PPAs for our Matrix, Mangalore and Basavanabagewadi wind farms, and our AMR and Jasper hydro assets. Our strategy is to optimise our revenues through a balanced mix of merchant tariff PPAs and state PPAs.

The Company's growing infrastructure, brand and reputation within the industry provide us with excellent access to acquisition opportunities. Greenko is continuing to pursue a twin-track strategy of developing new concessions while at the same time assessing potential acquisitions, particularly in hydro where we are seeing real opportunities to scale-up our business. The Greenko team is currently analysing projects that range from those already in construction to those that have passed their initial development hurdles.

As always, we remain highly selective and take forward only the most attractive opportunities. Our growth plans are unchanged and we continue to assume a preference for new concessions, particularly in the wind sector where our experience and proven track record allows us to rapidly develop new opportunities utilising the latest turbine technologies.

Anil Chalamalasetty

CEO and Managing Director

Interim condensed consolidated statement of financial position

All amounts in USD unless otherwise stated

Interim condensed consolidated income statement

Interim condensed consolidated statement of comprehensive income

Interim condensed consolidated statement of changes in equity (Un-audited)

Interim condensed consolidated statement of changes in equity (Un-audited)

Interim condensed consolidated statement of changes in equity (Audited)

Interim condensed consolidated statement of cash flow

1. General information

Greenko Group plc ("the Company" or "the Parent") is a company domiciled in the Isle of Man and registered as a company limited by shares under the provisions of Part XI of the Isle of Man Companies Act 2006. The registered office of the Company is at 4th floor, 14 Athol Street, Douglas, Isle of Man, IM1 1JA. The Company is listed on the Alternative Investment Market ("AIM") of the London Stock Exchange.

The Company together with its subsidiaries ("the Group") is in the business of owning and operating clean energy facilities in India. All the energy generated from these plants is sold to state utilities and other electricity transmission and trading companies in India through long-term power purchase agreements ("PPA"). The Group holds licence to trade up to 100 million units of electricity per annum in the whole of India except the state of Jammu and Kashmir. However, the Group is yet to commence trading in electricity. The Group is also a part of the Clean Development Mechanism ("CDM") process and generates and sells Certified Emission Reductions ("CER") and Voluntary Emission Reductions ("VER") and Renewable Energy Certificates ("REC").

These financial statements are the un-audited interim condensed consolidated financial statements ("Interim Financial Statements") for the six-month period ended 30 September 2014 (hereafter 'the interim period'). The interim financial statements have been approved for issue by the Board of Directors on 02 December, 2014.

2. Basis of preparation

The condensed interim consolidated financial statements ("the interim financial statements") are for the six months ended 30 September 2014 and are presented in US Dollars. The interim financial statements have been prepared in accordance with International Accounting Standard 34 (IAS 34) Interim Financial Reporting and do not include all of the information required in annual financial statements in accordance with International Financial Reporting Standards and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2014.

3. Change in presentation currency

Following a period of sustained growth, the Group's investments and borrowings are moving more and more towards US Dollars, especially with USD 550 million bonds having raised and EIG loan of USD 125 million, the Group's exposure to global investor base has significantly increased. Hence, the Group has decided to present the financial results from 1 April 2014, from Euro to US Dollars.

A change in presentation currency is a change in accounting policy which is accounted for retrospectively. Statutory financial information included in the Group's Annual Report and Accounts for the year ended 31 March 2014 previously reported in Euros has been restated into US Dollars.

4. Significant accounting policies

The interim financial statements have been prepared in accordance with the accounting policies adopted in the Group's last annual financial statements for the year ended 31 March 2014, except for new requirements of 'Consolidated Financial Statements' (IFRS 10). IFRS 10 supersedes IAS 27 'Consolidated and Separate Financial Statements' (IAS 27) and SIC 12 'Consolidation-Special Purpose Entities'. These new requirements have the potential to affect which of the Group's investees are considered to be subsidiaries and therefore change the scope of consolidation. The requirements on consolidation procedures, accounting for changes in non-controlling interests and accounting for loss of control of a subsidiary are unchanged. Management has reviewed its control assessments in accordance with IFRS 10 and has concluded that there is no effect on the classification (as subsidiaries or otherwise) of any of the Group's investees held during the period or comparative periods covered by these financial statements.

The presentation of the Interim Financial Statements is consistent with the audited Annual Financial Statements, except disclosure of Earnings before interest, taxes, depreciation, and amortization. Where necessary, comparative information has been reclassified or expanded from the previously reported Interim Financial Statements to take into account any presentation changes made in the Annual Financial Statements or in these Interim Financial Statements.

5. Estimates

The preparation of the Interim Financial Statements requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the disclosure of contingent liabilities at the date of the Interim Financial Statements. If in the future such estimates and assumptions, which are based on management's best judgments at the date of the Interim Financial Statements, deviate from the actual circumstances, the original estimates and assumptions will be modified as appropriate in the period in which the circumstances change.

6. Earnings per share

Both the basic and diluted earnings per share have been calculated using the profit attributable to the shareholders of the parent company as the numerator, i.e. no adjustments to profits were necessary during the six months period ended 30 September 2014, 2013 and year ended 31 March, 2014.

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

7. During the period, the Company has granted 5,100,000 new ordinary shares of € 0.005 each under its Long Term incentive Plan to ACMK Enterprises Limited ("ACMK"), a company wholly owned by the executive directors, Anil Kumar Chalamalasetty and Mahesh Kolli, for reaching the milestone of 500 MW operational capacity These shares have been vested and exercised immediately at a nominal price of € 0.005 per share.

The Company has also granted a further performance related award to ACMK 3,100,000 new ordinary shares exercisable at a nominal price of € 0.005 per share which may vest and becomes exercisable over the period 2016 to 2018 subject to achieving certain agreed key performance indicators.

8. During the period, Greenko Dutch B.V. a subsidiary of the Company has issued 5 Years 8% Senior Notes due on 31 July 2019 in an aggregate principal amount of US$ 550 million. The net proceeds of the offering were invested primarily through FPI regime in Non-Convertible Debentures of Indian SPVs. Greenko Dutch will review from time to time the currency exposure of US dollar debt vis-à-vis exposure to Indian operations, and take hedging accordingly. The Board will review periodically hedging policy as part of risk management.

9. Intangible assets

10. Property, plant and equipment

11. Commitments

Capital expenditure contracted for at 30 September 2014 but not yet incurred aggregated to $131,022,741 (31 March 2014: $ 98,205,621).

12. Business combinations

During the period ended 30 September 2014, the Group acquired the following Company to enhance the generating capacity of the Group from clean energy assets. Details of acquisition is set out below:

LBHPPL hold license to operate 70MW of hydel project in the state of Himachal Pradesh, India. The excess of the Group's interest in the fair value of an acquiree's assets and liabilities over cost resulting from the time value which the Group gained, the value in readiness for implementation and the negotiating skills of the Group.

Details of net assets acquired are as follows:

Fair value of the acquiree's assets and liabilities arising from the acquisition are as follows: