OPG Power Ventures Plc Annual Report and Accounts 2012
Delivery and growth
OPG Power Ventures Plc
Annual Report and Accounts 2012
www.opgpower.com
India: 
OPG Power Ventures Plc
No. 6, Sardar Patel Road
Guindy
Chennai – 600 032
India
T: +91 44 4291 1234, 228 
Isle of Man: 
OPG Power Ventures Plc
IOMA House, Hope Street
Douglas, Isle of Man
IM1 1AP
T: +44 (0) 1624 681200 01 Highlights
02 Our Operations and Projects
04 Market Overview
06 Business Model
08 Key Performance Indicators
10 Chairman’s Statement
36 Corporate Governance 
40 Directors’ Remuneration Report
44  Dir ectors’ Report
46  Statement of Directors’ Responsibilities in Respect of the Accounts
12 Chief Executive’s Statement
16 Maximising Opportunity
18 Continuous Supply
20 Strategic Locations
22 Operational Review
24 Principal Risks
26 Financial Review
30 Responsible Growth
34 Board of Directors
47  Independent Auditors’ Report to the Members of OPG Power Ventures Plc
48  Consolidated Statement of Comprehensive Income
49  Consolidated Statement of Financial Position
50  Consolidated Statement of Changes in Equity
52  Consolidated Statement of Cash Flows
53  Notes to the Consolidated Financial Statements
78 Corporate Directory
79 Definitions and Glossary
Overview Corporate Governance
Business Review Financial Statements
OPG Power Ventures Plc is 
developing and operating 
power plants in India. 
The Company is committed to  
building shareholder value and to  
being the first choice provider of  
reliable, uninterrupted power at 
competitive rates to its customers.  
OPG is listed on the Alternative 
Investment Market of the London 
Stock Exchange (AIM:OPG). 01
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
2012
45.25
2011
33.15
2010
11.52
Revenue £m 
2012
1.705
2011
2.129
2010
0.32
Pre-exceptional earnings 
per share pence 
2012
12.57
2011
15.54
2010
6.95
EBITDA£m
Average tariff realisation Rs/KWh 
2012
4.93
2011 2010
5.55
4.95
Highlights 2012
 > 77 MW Chennai I operated at a plant load factor of 92% 
 > 77 MW Chennai II construction complete and trials 
ongoing; revenue generation expected by September 2012
 > Accelerated construction of new 80 MW Chennai IV; 
expected commissioning Q2 2013
 > 160 MW Chennai III construction commenced; expected 
commissioning Q2 2014
 > 300 MW Gujarat facility based on air-cooled condenser 
with H2 2014 commissioning 
 > No coal shortages experienced by OPG
 > Group revenue up by 37% to £45.25m (FY11: £33.15m) 
 > EBITDA at £12.57m (FY11: £15.54m)
 > Exceptional change on deconsolidation of legacy plants £4.82m 
 > Earnings per share (pre-exceptional) 1.705 pence 
 > Cash and cash equivalents of £39.27m (including  
available-for-sale investments amounting to £1.39m)
 > Long-term borrowings of £56.05m
Operational
Financial 02
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Our Operations and Projects 
77 MW
200
0
400
600
800
1,000
2014 2013 2012 2011 2010 2009
Existing capacity
Addition
Calendar year
Projected capacity growth proﬁle MW 
Current 
113 MW current operating capacity
36 MW
77 MW Chennai I
Chennai I, a thermal coal plant, our flagship asset, is 
located at Gummidipoondi about 55 kilometers from 
Chennai. The site is well located to serve industrial 
customers and is close to the ports of Ennore and 
Chennai. The plant is 99% owned by the Group and 
has domestic coal linkage from Coal India Limited 
(CIL) against which it has been receiving 50% of its 
requirements, as committed by CIL, and the balance 
requirement is being imported.
The plant achieved an average PLF of 92% in 2011-12 
and plant availability of 95%. From January 2012 the 
O&M is managed in-house (previously outsourced) and 
has achieved better performance in all key areas. The 
plant has established HR practices including capability 
development initiatives and employee involvement in 
knowledge sharing and training programmes, setting a 
standard for the Group. 
25.4 MW Mayavaram
This natural gas based plant is near Mayavaram in 
Tamil Nadu and from 1 December 2011 is held as an 
investment. Gas is supplied from the adjacent Cauvery 
Basin fields under a long-term supply agreement with 
Gas Authority of India Ltd. The success of this pilot plant 
has validated the effectiveness of the Group Captive 
power plant model. The plant supplies power to industrial 
customers and part of the output of this plant is being sold 
in short-term markets. The plant is 44% owned by 
the Group.
10 MW Waste Heat
The 10 MW waste heat recovery plant is located at 
Gummidipoondi, about 55 kilometers from Chennai. 
From 1 December 2011 it is held as an investment. The 
plant uses waste heat from the contiguous sponge iron 
facility of an associate, Kanishk Steel, and a blend of coal 
and dolochar which is a process residue in sponge iron 
production with residual calorific value. Owned 33% by 
the Group, the plant sells part of its output in short-
term markets. 03
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
2015
Development 
77 MW Chennai II
Chennai II plant is a brownfield expansion project and a 
replica of Chennai I. Construction of the plant is complete. 
The trials and commissioning phase commenced from 
June 2012. Similar to Chennai I the plant has domestic 
coal linkage from CIL against which it is expected to 
receive 50% of its requirements, as committed by CIL.  
The balance requirement is expected to be imported. 
Owned 99% by the Group, commercial operation of this 
plant is expected to commence from September 2012. 
160 MW Chennai III
Originally configured as 2 x 80 MW unit, the plant has 
now been reconfigured to a single 160 MW unit which  
is expected to provide 10% fuel consumption savings  
and a lower turbine/boiler heat rate. In addition the 
reconfiguration allowed adequate space for another 
80 MW plant. The plant located on the same site as 
Chennai I and II, has environmental approvals, debt and 
equity funding in place. Equipment orders are under way 
and the Company has issued a Letter of Intent for boiler, 
turbine and generator. Balance of Plant (BOP) deliveries 
are under way and construction has commenced.  
The project, owned 99% by the Group, is expected to 
commission in 2014. 
80 MW Chennai IV
The project is an additional 80 MW brownfield expansion 
at the Chennai site. Equity funding for the project is from 
internal accruals and debt is under finalisation. 
Equipment delivery has commenced with c. 55% of 
materials received and construction work at the site is 
under way. 80% of the civil work, power house building 
and the chimney are complete. Boiler and coal handling 
plant erection are in progress. Approximately 65% of coal 
supply is expected to be through imported coal and for 
domestic supply coal linkage has been established with 
CIL. Commissioning is expected in Q2, 2013.
629 MW under development
317 MW 312 MW
300 MW Gujarat
For these 2 x 150 MW modular plants, land, debt and 
equity are in place, environmental clearances have been 
received, boiler component delivery has commenced 
and EPC for BOP has been awarded. An air-cooled 
cooling process has been adopted as opposed to water 
cooling. Construction activity has commenced at site, 
boiler and chimney foundations are complete and 50%  
of the power house building has been completed.  
The project has 70% domestic coal linkage from CIL. 
Commercial operation is expected to commence in 
H2 2014.
12 MW Bellary
Located on a 120 acre brownfield site in the industrial 
heartland of Karnataka state, this project is expected to 
complete in 2014 and has the potential to develop into a 
350 MW plant in the future. 
MoU with Gujarat State Government 
MoU signed with Gujarat State to develop 5,400 MW of 
generating capacity by 2018, with 4,000 MW thermal 
coal and 1,400 MW gas plants. The Government of 
Gujarat is to facilitate approvals. Initial progress relating to 
fuel transhipment facilities is being made.
Group Captive
 > Bilateral arrangements 
with consumers/
traders/utilities
 > Offering reliable, 
consistent power 
supply, even during 
peak periods
 > Attractive prices 
relative to alternative 
tariffs
Merchant 
 > Sales with traders 
directly
 > Flexibility and risks  
of spot pricing
 > Returns dependent  
on available pricing
 > Limited to one day 
future trading
Routes to market  04
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Market Overview
OPG’s growth prospects are firmly underpinned by the economic 
fundamentals for power demand in India. The Indian power industry in 
201 1–12 experienced pressures on several fronts some of which now 
seem to be easing. Nonetheless, with a persistent shortfall in new 
capacity additions, exacerbated power deficits, ranging from 9–13% 
and demand forecasts exceeding 300 GW by 201 7 , we believe the 
opportunity for supply of reliable power will prevail. 
Macro situation in India showing signs of recovery
With the Government showing signs of favourable 
intervention fundamental changes have been stimulated, 
redefining a steady growth path to harness the 
industry’s potential.
 > Indian GDP registered an increase of 6.5% in FY12 
and similar growth is expected in the current year
 > Total 55 GW capacity installed during 11th Five Year 
Plan (2007–2012) and target of c. 90 GW by 2017
 > Demand for power expected to grow at approximately 
10% per annum until 2020
 > After a marked increase in FY11, global thermal coal 
prices softened by over 15% during the year
 > Following an escalation of 375 bps over 13 
consecutive rises in interest rates to combat rising 
inflation, the Reserve Bank of India reduced interest 
rates by 50 bps 
 > Amended rules on External Commercial Borrowings 
may provide an improved opportunity
Tariff reforms offer respite 
 > Poor financial health of the State Electricity Boards 
(‘SEB’) principally on account of low tariffs for years 
leading to regulator intervention
 > In FY12, 16 SEBs increased average tariffs  
up to 35%
 > Tamil Nadu announced a notable hike of over 35%  
in power tariffs in FY13 
 > During the year, the Central Electricity Regulatory 
Commission indicated an upward movement in 
Merchant power tariff 
 > Fuel price adjustment mechanism being introduced
Domestic coal pressure 
 > Delays in development of new mines, on account of 
environmental approvals, may impact supply to new 
power plants and projects relying on captive coal 
blocks
 > New domestic coal capacity being made available  
by expediting new mine build-out
 > Coal India asked to increase fuel supply to 80% of 
linkage commitments in case of Independent Power 
Producers (as against 50% currently)
 > Increased reliance on imported coal leading to higher 
prices and impact on profitability
 > Thermal coal exempted from 5% import duty to  
ease supply pressures
 > South Africa, Australia and newer destinations like 
Mozambique and Columbia being considered, 
besides Indonesia – the key source for India’s present 
coal imports
Business Opportunity
 > OPG is one of the pioneers of the Group Captive 
model, supplying to a broad base of industrial and 
commercial customers
 > The model provides flexibility to sell power either to 
Group Captive or Merchant consumers 
 > Improvement in profitability of SEBs, steered  
by tariff hikes, expected to improve Group Captive 
and Merchant power demand and tariffs
 > Growing opportunity in Group Captive and 
Merchant power sectors as industrial and 
commercial consumers face power cuts and 
industries being subject to power holidays. 05
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
50
40
30
20
10
0
Source: CEA, Ministry of Power Target            Achieved
Capacity growth proﬁle MW (’000) 
VIIIth plan IXth plan Xth plan FY08 FY09 FY10 FY11 FY12
900
800
700
600
500
400
300
100
200
0
* Provisional ﬁgures. Source: CEA, Ministry of Power
Coal requirement (MT)            Coal availability (MT) 
Coal requirement & domestic availability for power 
sector million tonnes 
End of 8th plan End of 9th plan End of 10th plan End of 11th plan End of 12th plan 
210
215
263
265
359
336
455
402
842
550
450
360
270
90
180
0
Source: Ministry of Coal, CRISIL Analysis Domestic coal           Imported coal 
Domestic and imported coal usage for power 
generation million tonnes 
2001 2002 2003 2004 2005 2006 2007 2008 2009 2010 2011 2012
140
120
100
40
60
80
20
0
Source: CEA, Ministry of Power
FY05 FY04 FY03 FY06 FY07 FY08 FY09 FY10 FY11 FY12
–12.2%
Demand         Met             % deﬁct
Peak deﬁcit MW (’000) 
–11.2% –11.7% –12.3%
–13.8%
–16.6%
–11.9%
–13.3%
–9.8%
–10.6%
7
6
5
2
3
4
1
0
Source: Tamil Nadu Generation and Distribution Corporation
FY08 FY07 FY09 FY10 FY12 FY11 FY12 FY13
–0.45
Average cost of supply         Average rate of realisation             Loss per unit
Tamil Nadu: Average cost of supply & average rate of 
realisation Rs/KWh 
–0.81
–1.73
–1.98
–2.12
–2.39
–0.69
 
■ HT III – Commercial establishments    
■ HT IIB – Private educational 
    institutions etc.
■ HT IA – Industrial establishments        
■ HT IB – Railway traction
■ HT IIA – Government 
    institutions
2
7.41
7.09
6.38
6.36
5.58
Tamil Nadu HT category-wise billing rate
1
 from 
April 2012 Rs/KWh 
 
1 Excluding fuel price surcharge
2 Includes Government and Goverment aided institutions
Source: Tamil Nadu Generation and Distribution Corporation
Dashboard
Annual capacity addition has been much less than the 
planned targets for the sector resulting in power deficits
Over 32 thermal power stations remained critical with 
coal stocks for less than seven days on the last day of 
March 2012
Tamil Nadu announced a notable hike of over 35% in 
power tariffs in FY13
Over the past decade, power sector usage of domestic 
coal grew by 6% p.a. in volume compared to 24% p.a. 
for imports
Power deficit continues to range between 9% and 13%, 
while at the same time increasing in absolute terms 06
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Demand Superior 
returns
Competitive pricing
  
Coal f exibility
Proximity to ports
Responsible growth
Team
£
         Brownf eld and modular expansion
Continuous, 
uninterrupted  
power supply
Group Captive  
model
The Company aims to build shareholder value by being 
the first choice provider of reliable and uninterrupted 
power at competitive rates to its customers. Our strategy 
is to maximise the performance of existing generation 
assets and to continually de-risk our project portfolio.  
Business Model 07
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Competitive pricing
  
Coal f exibility
Proximity to ports
Competitive pricing 
 > Power is sold to industrial and commercial customers at an attractive price versus 
state utility tariff
Brownfield and modular expansion 
 > Expansion of capacity is executed by building modular sizes and choosing technology 
and equipment which reduces operational risks
 > New projects and plants built on existing sites
Coal flexibility 
 > The boilers at our plants have been uniquely designed to burn coal sourced either 
domestically (India) or imported (Indonesia) and can be burnt singly or in any mix of the 
two. Coal with high moisture tends to be cheaper than that with less moisture
Proximity to ports
 > Our principal plants and projects are located close to ports which allows us to obtain 
the domestic or imported coal with minimum land logistics.
Our business model is driven by the shortage of reliable and continuous power in highly 
industrialised states of India.
Continuous, uninterrupted power supply
OPG’s revenue model is to sell in the short-term market to industrial and commercial 
customers or state utilities. OPG, a source of continuous and uninterrupted power supply, 
provides an opportunity to meet the regular and peak power demands to its customers.
Our business reflects our core values and us striving for excellence in management.
£
Responsible growth
 > Seek to identify and maximise any brownfield development opportunities
 > Evaluate and work with long-term, top tier financing, technical and consulting partners
 > Ensure all environmental norms are met or exceeded
 > Take cognisance of the needs of local communities
Team
 > Promote a safe working environment
 > Continually enhance our development skills through internal mobility of senior 
employees with project development experience
 > Evolve reward structures to align with value creation
Superior returns 
 > Secure best available tariff through flexibility of supplying power under the Group Captive model
 > Maintain ability to use domestic, imported and blended fuel sources of a broad range of specifications
 > Implement optimisation of generation assets and work with development partners to incorporate performance 
improvement measures in subsequent projects
 > Minimise exposure to complex logistics 08
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Key Performance Indicators
2012
1.705
2011
2.129
2010
0.32
Pre-exceptional earnings per share pence
2012
12.57
2011
15.54
2010
6.95
EBITDA £m 
2012
4.93
2011
4.95
2010
5.55
Average tariff realisation Rs/KWh 
The Company aims to build shareholder value by being 
the first choice provider of reliable and uninterrupted power 
at competitive rates to its customers. Our strategy is to 
maximise the performance of existing generation assets 
and to continually de-risk our project portfolio.
This is the average price realised per unit  
of power sold. Revenue for the Company  
is calculated by multiplying the number of  
units sold by the average price realised.  
The average tariff achieved for FY12 was  
Rs 4.93/KWh, amongst the highest in  
the sector.
Earnings Before Interest, Taxes, Depreciation 
and Amortisation is a factor of volumes, 
prices and cost of production. This measure 
is calculated by adjusting non-operational 
and exceptional items, depreciation  
and net finance cost. It is a measure of the 
Company’s operating profitability. EBITDA  
for FY12 was £12.5m.
This represents net profit after tax 
attributable to equity shareholders. EPS 
growth also demonstrates the management 
of our capital structure. In FY12, earnings  
per share was 1.705 pence.  09
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
2012
92%
2011
75%
Plant load factor – Chennai I 
2012
19%
2011
–24%
2010
10%
Gearing 
2012
3.25
2011
3.10
Chenai I cost of generation* – Rs/KWh 
*Excludes electricity tax
Gearing is a measure of net debt to 
shareholders equity plus net debt.  
The Group has net debt of £31.59m  
(2011: net cash £29.64m) and gearing  
of 19% (2011: negative gearing of 24%).  
As development of projects proceeds,  
the gearing turns positive.
The cost of fuel is the primary cost input  
in power plants. 77 MW Chennai I cost  
per KWh increased marginally to Rs 3.25  
(FY11: Rs 3.10) due to an increase in INR coal 
costs. 
Plant load factor measures the output of a 
power plant compared to the maximum 
output it could produce. A higher load factor 
represents a more efficient plant and means 
fixed costs are spread over more KWh of 
output resulting in a lower price per unit of 
electricity. Operationally, all plants performed 
well with average PLF of the 77 MW Chennai 
I plant at 92%. 10
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
“ The emphasis on accelerated development and delivery 
continues, both at Chennai and Gujarat, with this largely 
brownfield expansion portfolio being increasingly de-risked. 
In the light of what we see as structural and beneficial, 
changes taking place with regard to power sector pricing in 
the country, we are confident that the Group’s differentiated 
and profitable business model will increasingly contribute to 
build superior shareholder value.”
Chairman’s Statement
Building on our track record
We benefited during the year from a strong, full year contribution from 
the Chennai I (77 MW) plant as we forged ahead with our projects 
under construction.
View of Chennai I (right) and Chennai II (left) 11
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
I am pleased to report that in one of the most difficult 
trading environments the Indian power sector has 
witnessed since private sector participation began nearly 
20 years ago, the Company has made considerable 
progress in advancing its projects and operations.
We achieved revenue of £45.3m compared with £33.1m 
in 2010–11 whilst pre-exceptional earnings per share was 
1.705 pence. Our business model continues to achieve 
average tariffs ahead of our competition. This has 
delivered margins that are amongst the highest amongst 
independent Indian electricity generators.
There has been much talk of coal availability and the 
impact that a shortage could have on the operation and 
development of large, new plants. Our plants are smaller 
in scale and are designed to be flexible and profitable 
under a variety of operating conditions and using various 
quality fuels. Coal availability was not a problem for OPG 
as linkage commitments were met and other quantities 
were imported at comparable cost. We expect this to 
continue to be a distinguishing feature of our business in 
the long-term.
All our projects have progressed during the year. 
Specifically, we accelerated Chennai II which is to be 
commissioned shortly and announced the addition of 
another 80 MW unit, Chennai IV, which is also currently 
ahead of schedule. Our ability to fund internally the  
equity of this latest project reflects our focus on returns 
and cash generation. In due course we shall have 
approximately 400 MW of capacity at the Chennai site. 
The year also saw progress at the 300 MW Gujarat  
project although the project has faced some local 
objections. I referred in my report last year to the 
constant testing of approval processes in a democratic 
country – environmental clearances for the Gujarat 
project were confirmed by the National Green Tribunal 
but nevertheless the Company has elected to go the 
extra mile by adopting air-cooled condensers. We believe 
this eliminates the basis for any of the claims that have 
been made against the project on environmental 
considerations.
OPG hopes to benefit from shortage in supply of reliable 
power in India. The 11th Five Year Plan has now ended 
and around two thirds of the anticipated capacity during 
that period was actually delivered. The demand outlook 
for power in India has its foundation in the Government’s 
desired economic growth for the country of 
approximately 10% p.a. The year witnessed high interest 
rates and a weak currency against the US Dollar leading 
to bottlenecks in infrastructure financing and 
development, particularly for large projects, the sort that 
an emerging country such as India acutely needs to 
support anything close to its targeted growth level. 
Whilst your Company has maintained its hallmark fuel 
flexibility it is encouraging to see the Indian Government 
responding to the country’s shortage of domestic  
coal supplies. Our hope is that this focus will persist. 
Furthermore, there has been a centralised push to 
address the ailing health of some of the State Electricity 
Boards as part of reform of the sector. Tamil Nadu should 
be a beneficiary of this with tariff rises of over 35% and 
fuel surcharge introduced – we expect to see some 
benefit of this flow through to the Company. These 
events and trends suggest an improving marketplace  
for us to operate in compared with the poor conditions 
last year.
I would like to conclude by thanking the management 
and its dedicated team for their commitment during a 
difficult year. Progressing all projects and being profitable 
in this environment is no mean achievement. With our 
team’s continuing enthusiasm, I remain confident of the 
Company’s bright future.
M C Gupta
30 June 2012 12
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
We are confident that OPG remains on track to achieve 
its target of over 700 MW of capacity. Our focus 
remains on maximising the performance of our assets 
and de-risking our projects.
Chief Executive’s Statement
Strong operational performance
Returns on our flagship asset prove the business model. 
View of the Chennai site showing Chennai I and ongoing construction 13
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
The year ended 31 March 2012 has been characterised 
by strong operational performance of the Company’s 
flagship asset and rapid de-risking of projects despite a 
challenging trading environment which is now beginning 
to show signs of recovery. I am pleased to provide a 
summary of our results and major operational events 
during the year as well as a discussion of our trading 
environment. Our focus remains on maximising the 
performance of our assets and de-risking our projects.
Returns on our flagship asset prove the 
business model 
Revenue was up 37% to £45.25m and income from 
continuing operations before period expenses on 
projects, exceptional and non-cash items and tax was 
£9.6m. These figures reflect a reduced contribution 
during the period from the 26 MW and 10 MW legacy 
plants notwithstanding a strong showing from the 
Chennai I – 77 MW, in its first full year of operations, with 
revenues up 78%, a gross profit contribution of £12.56m 
and gross margin of 33%, similar to last year at 36%. 
Chennai I, for which we raised equity as part of our IPO  
in May 2008, has consistently delivered a load factor of 
92% throughout the year. The pre-tax return on equity  
of this project during 2012 was just under 50%, making  
it one of the most profitable generation units in India.  
Our balance sheet has net debt of £31.59m at the year 
end representing a gearing of 19%.
Increased revenues compared with the prior year 
reflected the operation of Chennai I for the whole of the 
year. In addition, OPG demonstrated that its flexible 
Group captive model secures optimum market prices  
for the Company’s power. Average tariffs achieved of  
Rs 4.93/KWh were similar to the prior year Rs 4.95/KWh 
and at the time of writing, following the regulated tariff 
changes announced in April 2012, the Tamil Nadu 
Electricity Board has filed an application with the state 
regulator which would enable them to purchase a large 
proportion of generation from our Chennai I and II at 
between Rs 5.30 and Rs 5.70/KWh from July 2012 
onwards. Had the Company’s model been to sell power 
on a typical long-term Power Purchase Agreement it 
would not have been in line to benefit from these much 
needed changes in the tariff structure.
Gross margins remained healthy at 33% and the 
fuel-flexibility of Chennai I in particular enabled us to 
maintain our load factors and gross margins in the wake 
of increased average international coal prices. The sharp 
appreciation of the US Dollar against the Indian Rupee 
exacerbated the effect of rising coal prices further in 
Rupee terms. Notably, capital equipment purchases  
are principally denominated in Indian Rupees and 
accordingly projects remained within budget although 
interest costs were higher than expected due to several 
increases in rates during the year. The translation and 
presentation of our results is also adversely affected by 
the circa 10% depreciation of the Rupee against Sterling 
during the year. 
A fuller analysis of operating and profit performance, 
highlighting the strong contributions from Chennai I,  
is provided in the financial review.
Accelerated growth
At the time of writing, the 77 MW Chennai-II project,  
an accelerated replica of Chennai I, which has been 
connected to the infrastructure that it shares with its 
operational twin unit, is undergoing full scale early 
commissioning. In the space of a few weeks OPG  
should be a 190 MW generating company, compared  
to 20 MW at IPO just over four years ago. 
We announced during the year that our use of the 
Company’s Chennai site has been expanded by the 
combination of two 80 MW projects (now 160 MW 
Chennai III) making way for the development of a new  
80 MW project on the same site (Chennai IV). Despite 
being a young company the profitability of our business 
model has enabled us to fund the equity for Chennai IV 
from internal cash flows and not revert to shareholders, 
thereby accelerating potential returns on capital.
Construction has progressed at our 300 MW Gujarat 
project site with boiler foundations nearly complete  
and progressive deliveries of equipment on site having 
commenced. Although the Company had obtained  
the necessary environmental approvals, these were 
challenged before the National Green Tribunal which 
upheld the clearances given. Notwithstanding this,  
the Company has now decided to further exceed 
requirements by adopting an air-cooled cooling process 
as opposed to water cooling. Accordingly neither the 
pipeline nor the inlet that had been the primary basis of  14
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
the failed challenges will remain as part of the project 
development plan. Our legal advisers confirm that all 
approvals for moving to air-cooled cooling are in place and 
whilst our EPC contractors advise that commissioning is 
more likely to be by H2 2014 we are pleased to report that 
the project budget is not being modified. 
Minority owned plants
It has been decided, on a comprehensive consideration 
of the matter, to deconsolidate from Group accounts, 
effective 1 December 2011, the results of the two minority 
owned, legacy plants (the 26 MW Mayavaram unit and 
the 10 MW Waste Heat unit). As we outlined at the time 
we released our interim results in December 2011, the 
performance and contributions from these minority 
owned plants is negligible and, in reaching this decision, 
we also took into account their business and earnings 
outlook, the increasingly marginal contributions from 
these assets in the light of the scaling up of the majority 
owned assets and, especially, the management time 
required to be invested in the running of these units.
Accordingly, a fair valuation of these assets as at 
30 November 2011 by independent valuers, as required 
by the accounting standards, was undertaken and the 
resulting non-cash, non-operating adjustment of £4.82m 
to their carrying value as at that date, applicable to the 
Company, charged to period revenue. The declared 
results reflect this charge after taking into account the 
earnings from these units for the first eight months of  
the year. 
Henceforth, the Group’s interests in these units will be 
treated as investments at the adjusted carrying value of 
£1.38m. This compares with the original outlay by the 
Group of a modest £0.05m in these plants.
No problems with coal supply
OPG received all committed supplies of coal under Indian 
linkages supplemented by imported coal from Asia, 
largely under contract. 
OPG’s plants are engineered to work with either higher 
ash Indian coal or high moisture Indonesian coal or a 
blend of the two. Such design specification provides 
OPG with flexibility at times of either shortage in Indian 
coal supplies or increased prices of imported coal. Most 
other Indian power producers are reliant on obtaining 
coal either from the development of coal blocks allotted 
to them, which are currently substantially delayed, or 
entirely on imported coal. Moreover Chennai I uses a 
lower energy coal for which demand is typically not as 
high, and therefore prices not as elastic, as some of the 
higher quality Indonesian or Australian coals, thus enabling 
us to support our margins. Being located in proximity to 
the coast means we do not suffer inland transportation 
costs to the same degree as inland producers. 
While international coal prices have softened in recent 
weeks we expect prices to trend upwards in the medium-
term as coal supplies and demand fall more into line.
Macro case remains intact and the tariff 
environment is showing signs of improvement
Indian GDP registered an increase of 6.5% for the year to 
March 2012. Whilst less than the 7 .5 to 8% growth rates 
of the previous two years, this is still an appreciable 
performance given the European debt issues and other 
problems of the world economy. The lower growth 
figures may be attributed in part to a tighter monetary 
and exchange policy stance with consequent increases 
in interest and exchange rates. There are indications that 
this policy is being relaxed and GDP growth expectations 
for the current year are 6.5%.
The 11th Five Year Plan period closed on 31 March 2012 
with increase in power capacity of 55 GW, a near 70% 
achievement compared with the target of 78 GW. The 
persistent shortfall in new capacity additions has only 
exacerbated the prevailing power deficits, with peak 
deficits above 12%.
Against this need to rebalance demand and supply,  
state utilities, constituting the country’s dominant power 
producers and distributors, have held their price lines for 
the sale of power virtually static in the last several years 
notwithstanding fuel availability and cost pressures that 
became especially acute last year. This affected margins 
for all private power producers and tempered the 
incentive to make large scale fresh investments in the 
sector.
There is now increased recognition on the part of the 
regulators and the utilities of the need to charge realistic 
prices for electricity. This recognition has already 
translated into a recent 35% increase in Tamil Nadu tariffs 
as well as in the imposition of a fuel price adjustment 
mechanism and the resolve to review tariffs annually. 
Similar exercises have either been concluded or have 
been taken up for review across the country.
Looking ahead, however, there are signs that the long 
awaited structural changes in the sector, primarily in the 
form of realistic tariffs and pricing by the utilities, are 
under way. Given the stretched financial position of the 
state utilities, the central regulator has directed state 
regulators to ensure that tariffs are reviewed annually. 
Several state utilities have already, in the last few weeks, 
filed applications with their state regulators for significant 
tariff increases.
Chief Executive’s 
Statement 
continued 15
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Summary and outlook
Overall FY2012 saw OPG deliver earnings per share  
of 0.072 pence per share, on an enlarged equity base  
of 351 million ordinary shares and progressing all its 
projects in a challenging trading environment in which 
most of our peers incurred losses and deferred projects.
With the continuing maturing of our capacities, we are 
confident that OPG remains on track to achieve its target 
of over 700 MW of capacity. Now, with aspects of our 
trading environment showing signs of recovery and 
should these persist, we look forward to the forthcoming 
commissioning of Chennai II and the completion of 
construction of Chennai IV in the coming year, as these 
will be important milestones in establishing a stable, 
multi-asset revenue platform from which to deliver 
leading returns to shareholders.
Arvind Gupta
30 June 2012
Tariffs charged to industrial customers under the Group 
captive model are correlated to state utility rates and  
are therefore expected to rise along with the utility  
tariff increases.
Our business and our team are maturing
Over the last two years, OPG has strengthened its own 
in-house management capabilities. At the time of our IPO, 
we were a young company with a fleet of independent 
consultants and companies leading many aspects of  
our project implementation, development and operation. 
OPG now has 280 employees, many of whom carry  
out functions that were in the past out-sourced such as 
our new in-house EPC division that completes balance 
plant construction and our in-house Operations and 
Maintenance teams. Further we have now formalised our 
Health & Safety Environment Committee of the Board. 
We have also instituted a management Executive 
Committee and our initiatives to support and interact  
with communities in and around our projects are better 
organised. I look forward to our continued maturing and 
on behalf of the entire Board want to thank the entire 
OPG team and its associates for their continued 
enthusiasm and support. 
Project commissioning schedule (MW)
Location Capacity
Economic 
interest
Planning 
permission
Debt 
status
Equity funding 
status
Fuel/domestic 
linkage
Status
In development
Chennai IV 80 MW 99%
✓ 
Under 
progress
Internal 
accruals
✓ Expected 
2013
Chennai III 160 MW 99% ✓ ✓ ✓ Imported Expected 
2014
Gujarat 300 MW 99% ✓ ✓ ✓ 70% Coal 
linkage 
obtained
Expected 
2014
Bellary 12 MW 99% To be 
obtained
Under 
progress
✓ Coal linkage 
to be obtained
Expected 
2014
  16
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
The Chennai site hosts four plants with a total capacity of 394 MW  
of which 77 MW is in operation and 317 MW under construction.
Maximising Opportunity 17
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
394 MW in operation and under 
construction in Chennai
Expansion of capacity is delivered by building 
modular plants. The revised configuration of 
Chennai III from 2 x 80 MW to 160 MW is expected 
to result in savings in coal consumption given the 
lower turbine/boiler heat rate for a 160 MW unit. At 
the same time, the reduced footprint of a 160 MW 
unit makes available space on site for the newly 
committed Chennai IV.
Chennai I, II and IV are replica plants with similar 
technology and equipment. All Chennai plants 
benefit from sharing land, certain infrastructure 
and other operational resources.  18
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Continuous Supply
The Electricity Act 2003 opened up the power generation markets to private 
players under the Group captive model. OPG’s power plants are set up under 
the Group captive model which allows the Group to supply directly to industrial 
and commercial customers on short-term contracts whilst the majority of  
the industry supplies to the State Electricity Board on long-term contracts.  19
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
India suffers from acute power shortages 
with industrial and commercial customers 
facing power cuts regularly. With this 
backdrop, hospitals face operational 
constraints and in the absence of any 
alternatives depend on diesel generated 
power which is very costly. OPG’s model 
allows power supply directly to such 
customers through the state grid, generally 
at attractive prices, benefiting them on 
cost and being able to receive reliable and 
uninterrupted power. 
OPG’s customers include hotels, hospitals, 
commercial companies and industries.  
We see this as a growing opportunity given 
the demand – supply gap in the sector. 20
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Strategic Locations 21
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Transporting coal from the coal mines by 
truck or train can be expensive due to the 
distance and sometimes it is not possible 
due to inadequate transport infrastructure. 
OPG’s principal plant sites have been chosen 
to be in close proximity to port e.g. Gujarat 
site is 30 kilometres from the port. This allows 
OPG to bring Indian coal and imported coal 
by sea to the nearest port – thereby reducing 
significant land logistics cost. 
In addition, our boilers are designed to burn 
either domestic or imported coal or any mix 
of the two. 
Coal is the principal raw material for 
coal based thermal power plants and 
is obtained either from Indian coal 
blocks all of which are controlled by 
Coal India Limited a state owned 
company or imported from Indonesia, 
Australia or South Africa.
Second coal shed under construction –  
to be shared by Chennai III and IV 22
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
In 2012 the 77 MW Chennai I plant, commissioned during 2010, 
made a full year contribution to output. The plant proved its mettle, 
surpassing expectations in regard to performance parameters.
Operational Review
Increasing capacity
617 MW of projects under development at Chennai and Gujarat are all 
under active construction and due to be commissioned by FY2015
Production and output levels
Asset Generation (Mn units) Availability % Plant load factor %
2012 2011 2012 2011 2012 2011
OPG Power Generation – Chennai (77 MW)
1
647.6 329.3 95.1 83.8 92.2 75.3
OPG Renewable Energy – Chennai (10 MW)
2
30.2 55.6 75.6 88.8 51.5 63.4
OPG Energy – Mayavaram (25.4 MW)
2
88.2 128.1 97.2 91.5 59.3 81.3
Total 766.0 513.0 
1 Data relates to the full year. 
2 2012 data relates to the first eight months of the year.
 Gujarat boiler foundation work in progress 23
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
In 2012 the 77 MW Chennai I plant, commissioned during 
2010, made a full year contribution to output. The plant 
proved its mettle, surpassing expectations in regard to 
performance parameters. The legacy units of 26 MW 
and 10 MW did not perform as well and, in fact, output 
levels at both of these units declined when compared  
to the previous year due to reduced gas and waste  
heat availability. The results of these legacy plants are 
included in the table for the eight month period up to 
30 November 2011.
Chennai I – 77 MW
During the year, the Chennai I plant achieved a PLF of 
92.2% and an availability of 95.1%. Chennai I is sustaining 
these high levels of performance in the current year too. 
The plant has exceeded expectations in the case of 
certain operating parameters for plants of this capacity 
such as auxiliary power consumption and make-up water 
requirements. The plant also achieved the lowest specific 
oil consumption (secondary fuel) in the month of April 
2012 at 0.05 ml/KWh. The plant has achieved 100% 
utilisation of fly ash and bottom ash and no ash is stored 
in the dyke in the plant premises, thereby reducing 
land use.
The efficiency of the plant has improved over the months 
and has been maintaining at near optimum levels since 
December 2012. We are confident of maintaining these 
high levels of performance for the financial year 2013. 
Development projects 
We are currently developing additional capacity at the 
Chennai site of 317 MW through the following projects:
Chennai II
The project is under trials and commissioning from June 
2012. The project is on track to commence commercial 
operation from September 2012. 
Chennai III
Letters of Intent are in place for boiler and steam turbine 
generator. Balance of Plant equipment has been ordered. 
The power transmission facility for the evacuation of 
power is already installed. The plant is expected 
to commission in Q3 2014.
Chennai IV
The 80 MW Chennai IV is in an advanced stage of 
construction. The major supplies have been received  
and installation of equipment is under way. The turbine  
is due for mechanical run test (‘MRT’) in BHEL 
(manufacturer) works in early July 2012 and thereafter will 
be despatched to project site for installation work. The 
power transmission facility for evacuation of power is in 
place. The plant is expected to commission Q2 of 2013.
Gujarat 
The Gujarat 2 x 150 MW project has received all 
clearances. Construction activities have commenced 
at the project site with major equipment foundations 
completed and ready for installation of equipment. 
Equipment supplies have commenced from the 
BTG supplier, BHEL. The project is expected to be 
commissioned in H2 2014 following the move to air-
cooled condensers in place of water cooling.
Bellary 
During the year OPG acquired a partially constructed 
12 MW thermal power plant in the industrial area of 
Bellary, Karnataka. The plant is on a 120 acre site 
and has the potential to expand/build up to 350 MW 
of capacity.
9
8
7
6
5
4
3
1
2
Chennai I – Improvement in consumption parameters
August 2010 – March 2011 April 2011 – March 2012
Auxiliary power consumption (%)
Sp oil consumption (ml/KWh)
DM water makeup (%)
8.024 1.742 1.34 7.718 1.015 0.82 24
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Principal Risks
The Group faces a number of risks to its business and strategy. Management 
of these risks is an integral part of the management of the Group. The Group 
has in place a process for identifying and managing risks.
The list of principal risks and uncertainties facing the Group’s business set out below 
cannot be exhaustive because of the very nature of risk. New risks emerge and the 
severity and probability associated with these change over time.
Sector-related risks
Risk Potential impact Monitoring and mitigation
Power sale in 
the Group 
captive model 
The Group’s power plants derive their revenue from the Group 
captive model selling power to captive consumers and partly from 
sale on short-term, medium-term, or long-term sale basis and would, 
for this purpose, enter into power purchase agreements with 
counterparties such as captive consumers, power trading 
companies and state utilities. 
Contracts with customers may impose restrictions on the Company’s 
ability to, amongst other things, increase prices at short notice and 
undertake expansion initiatives with other customers. This could 
affect the revenue in the short to medium-term.
 – Review contracts periodically to obtain best  
possible tariffs 
 – Flexibility to sell to captive consumers or in the  
open market 
 – Benchmarking captive consumer prices to state  
utility prices to benefit from any price increases
Availability of 
fuel supply and 
costs
The Group has coal linkages with domestic companies and 
agreements for imported coal. 
The dependence on third parties for coal exposes the Group’s power 
plants to vulnerabilities such as non-supply, price increases in the 
international market, foreign exchange fluctuations and increases in 
shipping costs. This could impact the operations and profitability of 
the Group. 
 – Seeking long-term supplies 
 – Maintaining adequate storage facility to keep appropriate 
levels of surplus stocks 
 – Maintaining relationship with suppliers and mitigating  
any potential disruption 
 – Developing different sources for fuel supply especially in 
the imports market 
Timely 
execution of 
projects 
The length of the construction period and the cost to complete  
any given project is dependent on third party suppliers and  
EPC contractors. 
Factors such as disputes with contractors, price increases, and 
shortages of construction materials, delays in supply from various 
contractors, accidents, unforeseen difficulties, changes in 
government policies and delays in receipt of necessary approvals 
can lead to cost over-runs and delays impacting the timely 
completion and ultimately the profitability of projects. 
 – Close monitoring of projects by the project team and 
addressing issues causing delays 
 – Ordering key equipment and long lead items ahead of 
schedule
 – Including liquidated damages clauses in its contracts in 
relation to such matters as delays and inferior 
workmanship
Funding of 
projects 
The development of power plants is a capital intensive business and 
the Group’s projects require access to both equity and debt markets. 
Delay in raising finance or the terms of debt funding could affect the 
timely completion and cost of its projects and servicing of debt. 
 – Assessing financial viability of projects 
 – Financing projects with an optimum mix of debt and 
equity including internal accruals
 – Obtaining in-principle project finance from banks before 
commencement of projects
 – Monitoring cash flows to ensure repayment of debt and 
interest in line with schedule 25
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
India-specific risks
Risk Potential impact Monitoring and mitigation
Government 
policy and 
regulations
The power industry is heavily regulated with permits and licences 
issued by the Indian Government. Further, the regulatory environment 
is continuously changing. Obtaining these licences is critical to the 
Group’s development plans. 
Failure or delays in receiving permits or approvals could have an 
adverse impact on projects and affect the profitability of the Group.
 – The Group monitors and reviews changes in the 
regulatory environment and its commitments under 
licences previously granted
 – It continually ensures compliance with the conditions 
contained within individual licences and is mindful of the 
importance of complying with national and local legislation 
and standards
 – The Group maintains an open and proactive relationship 
with the Indian Government and its various agencies
Ability to retain 
fiscal and tax 
incentives
The Group’s existing and planned power plants are based on the 
various fiscal and tax benefits that will be available to the Company 
by the federal and state government.
 
A change in government policy to withdraw these incentives can 
have an adverse impact on the profitability of the Group.
 – The Group continues to monitor changes and 
developments in respect of incentives provided by the 
Indian federal and state authorities
 – Project investment returns are evaluated based on the 
expected incentives available to the Company and are 
revised based on the most up to date guidance available
Exchange rate 
fluctuations
As a consequence of the international nature of its business, the 
Company is exposed to risks associated with changes in foreign 
currency exchange rates. The Group’s operations are based in India 
and its functional currency is the Indian Rupee although the 
presentational currency is Great Britain Pound Sterling. 
The Group’s financial results may be affected by appreciation or 
depreciation of the value of the foreign exchange rates relative to the 
Indian Rupee.
 – Putting in place, where appropriate, forward contracts or 
hedging mechanisms
 – Monitoring our risk on a regular basis where no hedging 
mechanism is in place and taking steps to minimise 
potential losses
Global financial 
instability
The Indian market and Indian economy are influenced by global 
economic and market conditions, particularly emerging market 
countries in Asia. Financial instability in recent years has inevitably 
affected the Indian economy. 
Continuing uncertainty and concerns about contagion in the wake  
of the financial crises could have a negative impact on the availability 
of funding. 
 – The Group continues to monitor changes and 
developments in the global markets to assess the impact 
on its financing plans
Sector-related risks continued
Risk Potential impact Monitoring and mitigation
Health,  
safety and 
environmental 
and local 
stakeholder 
management 
The Group’s plants are located in different states and in areas where 
there is adequate land to set up projects, water availability and 
connectivity to ports. Setting up power projects in such areas may 
affect the environment and health and safety.
Changes in legislation and standards, the Group’s failure to control 
adequately environmental and health and safety risks or activism by 
local groups could have an adverse impact on the operations of 
the Company.
 – The Group has management systems to monitor the 
health, safety and environmental aspects of business. 
These are communicated to the relevant businesses  
and employees with training provided on a regular basis
 – Setting up a formal committee responsible for health, 
safety and environmental issues at Board level is under 
consideration
 – The Group proactively engages with local stakeholders 
prior to and during project commissioning to address 
concerns 
 – Working with local communities and implementing 
sustainable programmes to aid the development of these 
communities 26
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Financial Review
The following is a commentary on Group financial performance in the year, highlighting the key financial drivers and 
performance indicators and financial metrics.
Income statement
Year ended 31 March 2012 2011 Change
£m £m %
Revenue 45.25 33.15 37%
EBITDA 12.57 15.54 (19%)
Net finance costs 2.02 1.32 53%
Income from continuing operations  
(before tax non-operational and/or exceptional items) 9.59 13.01 (26%)
Expenditure during the period on expansion projects 0.63 0.40 58%
Employee stock option charge 1.45 1.45 0%
Electricity consumption tax relating to prior years 0.43 –
Impact on account of loss of control 4.82 –
Profit before tax 2.26 11.16 (80%)
Taxation 2.04 2.41 (15%)
Profit after tax 0.22 8.75 (98%)
Revenue
OPG revenue has increased by £12.1 million, reflecting a 37% growth year on year, primarily from a full year 
contribution by the 77 MW plant, partially offset by inclusion of only eight months results for the 26 MW and  
10 MW plant. 
Production and output levels from the Group’s operating power plants compared to the prior year were as follows:
Asset Generation (Mn units) Availability % Plant load factor %
2012 2011 2012 2011 2012 2011
OPG Power Generation – Chennai (77 MW)
1
647.6 329.3 95.1 83.8 92.2 75.3
OPG Renewable Energy – Chennai (10 MW)
2
30.2 55.6 75.6 88.8 51.5 63.4
OPG Energy – Mayavaram (25.4 MW)
2
88.2 128.1 97.2 91.5 59.3 81.3
Total 766.0 513.0 
1 Data relates to the full year. 
2 2012 data relates to the first eight months of the year.
  27
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Gross profit
Gross profit in 2012 was £14.83m (2011: £14.48m). Gross profit is driven mainly on account of the full year operation of 
the 77 MW plant and to an extent offset by the inclusion of only eight months results from the 10 and 26 MW plants. 
Reconciliation of gross profit given below:
Particulars £m
Gross profit in 2012
1
14.83 
Gross profit in 2011 14.48
Increase in gross profit 0.35
Reduced: on account of reduction compared to 2011 in four months for 25 MW plant and 10 MW plant 
(compared to previous years) (1.74)
Reduced: on account of low PLF and increase in fuel gas cost and consumption in 25 MW and 10 MW 
for eight months (1.66)
Increased: on account of increase in generation in 77 MW and net of lower selling price at Rs 3.80 
(against Rs 5.05/KWh) for a period of four months 4.77
Reduced: effect of incremental inter Group elimination (2012) (1.02)
Increase in gross profit 0.35
1 Excluding electricity consumption tax of £0.93m.
Gross profit margins: plant wise contribution
The gross profit contributions of the three operating plants of the Group are presented below:
£m OPGPG 77 MW OPGE 26 MW OPGRE 10 MW Inter Co., Elimination Total
2012 2011 2012 2011 2012 2011 2012 2011 2012 2011
Revenue 38.48 21.58 5.03 8.19 1.74 3.37 45.25 33.15
Cost of revenue
1
25.92 13.87 2.89 3.99 2.07 2.29 (0.46) (1.48) 30.42 18.67
Gross profit 12.56 7.71 2.14 4.20 (0.33) 1.08 14.83 14.48
Gross profit % 33% 36% 43% 51% (19%) 32% 33% 44%
1 Excluding electricity consumption tax of £0.93m.
Gross profit contribution from the 77 MW plant was strong in the year under report. The gross profit margins of the 
plant at 33% were only marginally lower (2011: 36%) due to the ability to blend (64:36) high moisture Indonesian coal 
with Indian coal the average prices of the latter being lower (note 1 below). However gross profit margins at the 26 
MW plant were eroded to 43% (2011: 51%) due to higher gas prices. Due to non-availability of suitable iron ore during 
the year, resulting in poor waste heat, the gross profit margins of the 10 MW plant turned negative.
A lower selling price of Rs 3.80/KWh paid by the state utility for June to September 2011 (a claim for higher, agreed 
pricing of Rs 5.05 is being pursued). The effect of this on gross profit is also shown plant wise (note 2 below).
Note 1
2012 % use Weighted 
average 
cost for 
2011–12
2011
Rs/MT Rs/MT
Indonesian coal – average factory gate price 3,940 64% 2,522 3,285
Indian coal – average factory gate price 2,331 36% 839
Total 3,361 3,285 28
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Note 2
Particulars OPGPG OPGE OPGRE £m
£m £m £m Total
Effect in gross profit on account of lower selling price from state utility for 
four months 2.116 0.232 0.112 2.460
EBITDA
Earnings Before Interest, Taxation, Depreciation and Amortisation (‘EBITDA’) is a measure of a business cash 
generation from operations before depreciation, interest and exceptional and non-standard or non-operational items 
such as the annual charge for stock options which is a non-cash item or expenses relating to projects under 
construction. This is reconciled with profit after tax as follows:
Year ended 31 March 2012 2011 Change
£m £m %
Profit after tax 0.22 8.75 (98%)
Tax 2.04 2.41 (15%)
Impact on loss of control 4.82 0
Depreciation 1.40 1.21 15%
ESOP expenses 1.45 1.45 0%
Period expenses on projects under development 0.63 0.40 58%
Net finance cost 2.02 1.32 53%
Total 12.57 15.54 (19%)
Note: Prepayment of Chennai I 77 MW debt for the year 2012 was £4.43m. 
Profit before tax
£m OPGPG OPGE OPGRE
Non-
operating 
entities
1
 (net 
of inter Group 
eliminations) Total
PBT – FY2011–12 7.55 1.01 (0.55) (5.75) 2.26
PBT – FY2010–11 7.79 3.99 0.83 (1.45) 11.16
Decrease in PBT (0.24) (2.98) (1.38) (4.30) (8.90)
Impact on deconsolidation of subsidiaries (4.82)
Electricity consumption tax (prudential provision) (0.92)
Decrease in administration and selling expenses 0.08
Decrease in other income (2.90)
Increase in net finance cost (0.70)
Increase in gross profit 0.35
Total (8.90)
1 Includes: a) OPG Power Gujarat Pvt Ltd, India b) Gita Power & Infrastructure Pvt Ltd, India c) Caromia Holdings Ltd, Cyprus  
d) Gita Energy Pvt Ltd, Cyprus e) Gita Holdings Pvt Ltd, Cyprus f) OPG Power Ventures Plc, Isle of Man.
Taxation 
The Group consolidated PBT at £2.26m is after charging £4.82m towards adjustment in the carrying value of the 
legacy plants and £1.45m towards amortisation of employee stock options (both being non-cash charges at the level 
of holding company). As such the effective PBT subject to tax is £8.53m.
Financial 
Review 
continued 29
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Expenditure on projects
This relates to expenses incidental to projects under construction. These expenses in 2012 were £0.63m in 
(2011: £0.40m).
Employee stock option charge 
This pertains to the amortisation of the value of stock options granted to certain Directors and is non-cash in nature.
Charge relating to deconsolidation of subsidiaries
During the year both the 10 MW and 26 MW plants were consolidated only for a period of the first eight months of the 
year, and were subsequently deconsolidated with effect from 1 December 2011. An independent fair valuation of 
these plants has been carried out and accordingly an amount of £4.82m has been charged to the statement of 
comprehensive income in the current year.
Profits after tax
Profits after tax have decreased by £8.53m representing a 98% decline, from £8.75m in 2011 to £0.22m in 2012. 
Basic earnings per share of 0.072 pence in 2012 has decreased by 97% over 2011. 
Property, plant and equipment
Property, plant and equipment has increased by £19.03m, 25.71% year-on-year growth, mainly reflecting the  
increase in capital work in progress on account of additional power plants in Chennai and Gujarat and despite  
the deconsolidation of the 10 MW and 26 MW power plants.
Other non-current assets
Other non-current assets have decreased by £5.12m by 62% year-on-year primarily as a result of the deconsolidation 
of the 26 MW and 10 MW power plants.
Current assets
Current assets have decreased by £14.7m to £117 .4m year-on-year primarily as a result of the following: 
a) Reduction in the cash and cash equivalents by £33.23m due to the increase in investment in the Gujarat and 
additional Chennai power plants, and also due to the deconsolidation of the 10 MW and 26 MW.
b) Increase in trade receivables by £8.83m increase in other assets by £7 .35m.
Current liabilities
Current liabilities have increased by £7 .04m primarily on account of the increased bank borrowings and buyers credit.
Other non-current liabilities
Other non-current liabilities have increased by £11.42m primarily on account of increase in bank borrowing to meet 
the capital project expenses.
Cash flows
2012 2011
£m £m
Operating cash 12.23 15.15 
Tax paid (0.53) (1.97)
Change in working capital assets and liabilities (7.59) (9.43)
Purchase of property, plant and equipment (net of disposals) (71.35) (19.76)
Other investments 2.59 1.41 
Net cash used in investing activities (68.77) (18.35)
Net interest paid (4.82) (2.65)
Free cash flow (69.47) (17.25)
Equity private placement – 57.38
Total cash change before net borrowings (69.47) 40.14
Operating cash flow decreased from £15.15m in 2011 to £12.23m in 2012, a decrease of £2.92m, or 19%. 
The decrease is primarily due to the reduced profit before tax. 30
OPG Power Ventures Plc
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During the year, OPG planted 2,000 saplings with tree guards within the 
Chennai premises
The Company takes seriously its responsibilities to the 
environment and the communities in which the Group 
operates. We believe that these responsibilities can 
have a positive impact on shareholder returns as well  
as on our reputation and growth prospects.
Responsible Growth
Corporate Social Responsibility
Tree Guards to protect our saplings 31
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awaiting the validation and verification of the Carbon 
Emissions Reduction registration for the Mayavaram gas 
plant and the Voluntary Emissions Reductions 
registration for the 10 MW waste heat plant.
Our people
Employee consultation
The Group places considerable value on keeping 
employees informed on matters affecting them and on 
the various factors affecting the performance of the 
Group. This is achieved through informal meetings and 
presentations on new developments both within the 
Company and the wider industry. The Group is 
committed to providing equal opportunities and opposes 
all forms of unfair or unlawful discrimination. Employees 
will not be discriminated against because of race, colour, 
nationality, ethnic origin, disability, sex or sexual 
orientation, marital status or age.
All employees are encouraged to raise genuine concerns 
about possible improprieties in the conduct of our 
business, whether in matters of financial reporting or 
other malpractices, at the earliest opportunity and in an 
appropriate way.
Disabled persons
Applications for employment by disabled persons are 
always fully considered, bearing in mind the aptitudes of 
the applicant concerned. In the event of members of staff 
becoming disabled, every effort is made to ensure that 
their employment with the Group continues and that 
appropriate training is arranged. It is the policy of the 
Group that the training, career development and 
promotion of disabled persons should, as far as possible, 
be identical to that of other employees.
Training and development
Employing the right people and encouraging the 
continuous development of the skills of our employees is 
critical to developing a successful business. During the 
last year, not only were our power generation plants 
managed by the Company but day-to-day operational 
responsibility, which had in previous years been delegated 
to Tata Power, has been taken over by an experienced 
in-house team built specifically for this purpose and 
trained in best practices by Tata Power. Thus, at the sites 
there has been a vast difference from the previous years in 
that the full operation, maintenance and project execution 
is being undertaken by OPG employees, whereas, earlier 
there were relatively few OPG employees on site and the 
majority of staff were employed and supervised by Tata 
Power. This organisational shift is a key step in the 
development of the Group and is a strong indicator that 
the Group is maturing with regards to staff training and 
health and safety responsibility and implementation.
Health and safety
The Board is committed to ensuring that the Group’s 
activities do not result in injury or illness to any employee, 
contractor or member of the public and strives hard to 
prevent work-related incidents, illnesses and injuries.
All operating units must comply with our health and 
safety policies in addition to meeting requirements 
specific to their businesses as well as customers’ 
expectations. Specifically, the Group aims to obtain 
OHSAS 18001 certification for the Chennai plant in the 
near future. The Board is committed to ensuring that 
these principles are articulated to all employees and that 
they are effectively implemented.
Safety policy is implemented at all project sites and 
operating plants by identifying potential risk areas and 
taking appropriate steps to mitigate them. These 
measures include a programme of training for staff and 
contractors, regular safety meetings and a process to 
encourage employees to raise their concerns and make 
suggestions for improving workplace safety.
Environment
The Group’s operations strive to achieve continuous 
improvements in environmental performance and seek  
to prevent, mitigate, reduce or offset the environmental 
impact of our activities. The Board continues to  
monitor the level of environmental incidents and 
workplace accidents.
Going Green
OPG’s comprehensive Environmental Management 
Systems (EMS) initiatives continued at a renewed pace 
during 2011–2012. In addition to a solid waste reduction 
and management system implementation, the Company 
has initiated processes and systems for getting the 
following certifications for the Chennai site:
1. Indian Organization For Standards (ISO 14001)
2. Occupational Health and Safety Assessment 
OHSAS 18001
3. Indian Green Building Certification (IGBC)
During the year, OPG also joined hands with the District 
Forest Office in planting 2,000 saplings with tree guards 
within the Chennai premises. Our dedicated staff 
continues to nurture and care for these trees on a 
continual basis.
We understand that our approach to addressing the 
issue of global warming and reducing carbon emissions 
is important to the Group’s future competitiveness. The 
Group has therefore registered under the United Nations 
Framework Convention on Climate Change and is  32
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Community
The Group recognises the importance of engaging with 
the communities in which it operates. It encourages 
operating units to develop their own corporate social 
involvement plans in consultation with stakeholders in 
order to identify programmes with tangible and 
sustainable community benefits in line with our corporate 
social involvement policy.
Educational aid
OPG has continued to provide educational assistance in 
the local area near our power plants. During June 2011, 
fifteen school children at Kayalarmedu village were 
offered full year scholarships. 600 children belonging to 
the villages Periya Obulapuram, Chinna Obulapuram and 
Kayalarmedu received school supplies for the entire year 
before the commencement of the school year. In 
Bhadreshwar, near the Kutch site, OPG provided to all 
students of Bhadreshwar High School supplies including 
uniforms, stationery and sports equipment.
Each of our businesses maintains an accident reporting 
system. These systems are used to identify trends with  
a view to developing strategies for reducing the number 
of reportable as well as non-reportable accidents and 
near misses.
Supply chain
The Group works with a team of industry-leading 
suppliers and contractors in order to mitigate the risk in 
the event of there being a product delay or a supplier 
failing. The Board recognises the particular risks posed 
to its supply chain by the prevailing global economic 
conditions and the potential impact should key suppliers 
fail. To mitigate these impacts, the Group monitors 
suppliers’ business continuity issues, providing such 
practical support and advice as may be appropriate.
The Company’s power generation plants are fuelled by 
coal sourced from India but also from imported coal from 
Indonesia. Availability of supplies is therefore less of an 
issue than prices, which can fluctuate in line with world 
market forces of supply and demand.
School children receive books
Responsible 
Growth 
continued 33
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Our team of civil engineers assisted in developing the 
infrastructure facilities in these schools. They designed 
and constructed a compound wall for the school at 
Sirupuzhal pattai village and it stands today to provide  
a safe and secure school premises to the children 
attending there.
OPG also partnered with non-governmental organisations 
during the year to reach out to the educational needs  
of children in neighbouring districts. One of our key 
involvements is with Duraimurugan Educational Trust, 
which strives to keep children in school in spite of the 
economic crisis faced by their families.
Flood relief
OPG working with the local government bodies provided 
basic provisions to the local populations after the floods 
of November 2011. We donated food supplies such  
as rice to the villagers of the flood affected regions of 
Chinna Obulapuram and essential clothing in the form  
of sarees and dhoties to 350 villagers of Papankuppam 
and Kayalarmedu.
Jivan Prabhat
OPG outreach
We are proud to report that OPG Outreach, launched in 
July 2011 near our Kutch site, has completed one 
successful year. During this year, 120 women have 
completed the training programme and 32 women have 
started working and making products, which are being 
purchased by our collaborator, Welspun. The additional 
income from this has greatly augmented the monthly 
household income of these families. OPG has provided 
the entire infrastructure for the training programme and 
the work centre including equipment, utilities and 
supplies. Going forward, we expect more women to 
enrol in the training programme and to eventually start 
work at the work centre, both of which will empower the 
local women and contribute greatly to the socio-
economic development of the surrounding community 
and families. 34
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Board of Directors
Mr Munish C Gupta
Non-executive Chairman
Mr Munish C Gupta is a retired senior civil servant of the Indian 
Administrative Service, the premier civil service of India. During 
his service, Mr Gupta held a number of senior appointments, 
notably those of Secretary, Ministry of Industry, Government of 
India and Chief Secretary to the Government of Haryana state. 
As Secretary to the Ministry of Industry, Mr Gupta was one of 
the civil service officers responsible for initiating and 
implementing the process of economic reforms which began in 
the 1990s in India and which continue to this day. 
Mr Gupta serves on the boards of a number of public 
companies in India including Bhansali Engineering Polymers Ltd 
and Lumax Industries Ltd as an independent director. Mr Gupta 
is not related to either Arvind or Ravi Gupta.
Mr Arvind Gupta
Managing Director and Chief Executive Officer 
Mr Arvind Gupta graduated with a degree in Commerce at 
the University of Madras and joined the OPG family business, 
OPG Enterprises, in 1979. Mr Gupta gained experience in 
various divisions of the business including flour milling, steel 
production and logistics, becoming President of Kanishk 
Steel, listed on the Bombay Stock Exchange. Having identified 
the opportunities in power generation, Mr Gupta developed 
this division within Kanishk Steel with initial projects in wind 
power generation in 1994. He was the pioneer of the Group 
captive power producer concept in Tamil Nadu state and 
developed the 18 MW gas fired plant of OPG Energy, a 
Group entity, through to successful operation in 2004.
Since then, Mr Gupta has been responsible for the construction 
and development of the power plants of the OPG Group as well 
as its overall strategy, growth and direction.
Mr V Narayan Swami
Finance Director 
Mr V Narayan Swami has over 30 years’ experience of finance 
and management. Mr Swami started his career with the State 
Bank of India before moving to Ashok Leyland Limited in 1976. 
For 10 years until 1992, he held a variety of positions within 
Standard Chartered Bank including as Senior Manager, 
Corporate Division for Southern India. Later Mr Swami joined 
Essar Global, subsequently becoming CFO of Essar Telecom 
Group where he played a key role in the entry and planned exit 
of Swisscom from the venture along with the simultaneous 
investment by Hutchinson Whampoa.
Mr Swami was Group CFO and Director of Best & Crompton 
Engineering, listed on the Bombay Stock Exchange, before 
joining the Group in 2007 as Finance Director. 35
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Mr Martin Gatto
Senior Independent Non-executive Director
Mr Martin Gatto has considerable experience as a senior 
financial professional and has worked at a number of large UK 
quoted public companies. During his career, Mr Gatto gained 
international experience at Hilton International Company where 
he was responsible for business development and property. 
Later, as Chief Financial Officer of British Energy plc, Midlands 
Electricity plc and Somerfield plc, he was responsible for the 
successful execution of turnaround strategies. Until recently,  
Mr Gatto was Non-executive Chairman of Neutrahealth plc,  
an AIM-listed company. He is also Chairman of Medico-Dental 
Holdings Limited.
He is a graduate of Brunel University and is a Fellow of the 
Chartered Institute of Management Accountants.
Mr P Michael Grasby
Independent Non-executive Director
Mr P Michael Grasby is a Chartered Engineer and has been 
associated with the UK and international power industry for 
many years. He was manager of the Drax Power Station 
between 1991 and 1995 and Director of Operations for National 
Power, with responsibilities for over 16,000 MW of generating 
capacity, until 1998. Following the demerger of National Power 
in 1999, he joined International Power as Senior Vice-President 
for global operations and retired in 2002. 
Mr Grasby has held power company directorships in the Czech 
Republic, Portugal, Turkey and Pakistan. Mr Grasby was formerly 
a Non-executive Director of Drax plc until April 2011 where he 
chaired the Health and Safety Committee and sat on the Audit, 
Remuneration and Nominations Committees. 
Mr Ravi Gupta
Non-executive Director
Mr Ravi Gupta is the brother of Mr Arvind Gupta and 
throughout his career has been involved with family 
businesses. He is one of the founders of Kanishk Steel 
and is Chairman of that company. Mr Gupta has also 
been associated with the flour milling industry, setting up 
a new flour mill in 1988 in Tamil Nadu state, Salem Food 
Products Limited, where he is Managing Director. 36
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Corporate Governance
M C Gupta
Non-executive Chairman
Introduction
The Board is committed to good corporate 
governance practices. The Company was admitted 
to trading on AIM in May 2008. Accordingly , 
compliance with the governance framework 
contained in the UK Corporate Governance Code 
published by the Financial Reporting Council 
(the ‘Code’) is not mandatory . Nevertheless, the 
Company remains committed to high standards of 
corporate governance and endeavours to comply 
with the Code to the extent practicable for a public 
company of its size.
This report describes how the Company has applied, 
or how it intends to apply , the principles set out in  
the Code. 
.
Compliance with the code
Since admission to AIM, the Board had taken a number of steps  
to comply with the Code with the longer term objective of achieving  
full compliance in all material respects. The Board continues to  
make progress in this regard and is continuing to develop the  
following initiatives: 
1. Schedule of matters reserved (A.1.1)
The Board has agreed to formalise in due course a schedule of 
matters specifically reserved to it for decision. At present, the Board 
reviews and adopts the Group’s strategy, plan and key risks, policies 
and procedures. During the current year an Executive Committee 
(‘ExCo’) of management was established to support the Board in 
implementing strategy and it is the Exco’s responsibility to report 
relevant matters arising in the ExCo to the Board for its consideration 
and approval.
 
2. Division of responsibilities (A.2.1)
As explained in greater detail below, there is a clear separation 
between the roles and responsibilities of the Chairman and Chief 
Executive Officer. The Code requires that this be set out in writing and 
agreed by the Board and this is to be done in due course. 
3. Non-executive Directors (A.4.2)
The Board takes note of the requirements under the Code that the 
Chairman holds formal meetings with the Non-executive Directors 
without the executives present and this is to be commenced going 
forward. Further, the Code requires the Non-executive Directors to 
meet without the Chairman to appraise the Chairman’s performance,  
a process which at this stage of the Company’s development the 
Board believes is early to adopt. 
4. Nominations Committee (B.2.1) 
The Board will at an appropriate time establish a Nominations 
Committee and is finalising its terms of reference. It will meet as and 
when required, its primary function being to provide a formal and 
transparent procedure for the appointment of new Directors to the 
Board and to advise generally on issues relating to Board composition 
and balance. In appropriate cases, recruitment consultants may be 
used to assist in the process. 
 
5. Evaluation (B.6) 
At its meeting in August 2011, the Board considered a paper  
outlining the benefits of evaluating the effectiveness of the Board,  
its committees and the individual Directors. It was agreed that the 
matter would be given further consideration with a view to adopting a 
process. It has now been agreed to requisition the services of external 
consultants to design a suitable process for the Board that can be 
implemented informally at first and more formally over time.  37
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Chairman, Chief Executive Officer and Senior Independent Director
The roles of the Chairman and Chief Executive Officer are held by 
different individuals and there is a clear separation of roles. 
The Chairman’s key responsibilities are the 
effective running of the Board, ensuring that  
the Board plays a full and constructive part  
in the development and determination of the 
Group’s strategy and overseeing the Board’s 
decision-making process. 
The key responsibilities of the Chief Executive 
Officer are managing the Group’s business, 
proposing and developing the Group’s  
strategy and overall commercial objectives in 
consultation with the Board and, as leader  
of the executive team, implementing the 
decisions of the Board and its committees. 
Martin Gatto, the Senior Independent Director, 
is available to shareholders who have concerns 
that cannot be resolved through discussion 
with the Chief Executive Officer or Chairman.
Re-election of Directors
At every AGM, one-third of the Directors for the time being (excluding 
any Director appointed since the previous AGM) or, if their number  
is not three or a multiple of three, the number nearest to one-third, 
shall retire from office by rotation. On this basis, Martin Gatto and 
Michael Grasby will offer themselves for re-election at the AGM on  
18 September 2012.
Information and professional development
Preliminary to the Company’s admission to AIM in May 2008, all 
Directors received a briefing from the Company’s nominated advisor  
of their duties, responsibilities and liabilities as directors of an AIM 
company. Directors are encouraged to keep abreast of developments 
and attend training courses to assist them with their duties.
In addition to the formal meetings of the Board, the Chairman 
maintains frequent contact with the other Non-executive Directors to 
discuss any issues of concern they may have relating to the Group or 
as regards their area of responsibility and to keep them fully briefed on 
ongoing matters relating to the Group’s operations.
The Chairman is responsible for ensuring that new Directors each 
receive a full, formal and tailored induction on joining the Board as 
required by provision B.4.1 of the Code.
6. Audit and Remuneration Committees: independence  
(C.3.1 and D.2.1)
The Code states that audit and remuneration committees should 
comprise at least three or, in the case of smaller companies, two 
independent Non-executive Directors. Munish Gupta, Michael Grasby 
and Martin Gatto are considered to be independent under the Code. 
However, Ravi Gupta does not meet the independence criteria set 
down in the Code. Mr Gupta is the brother of Arvind Gupta, Managing 
Director and CEO. Nevertheless, the Board considers him to be of an 
independent cast of mind and as a founder and Chairman of Kanishk 
Steel (listed on the Bombay Stock Exchange since 1991), his industry 
experience to be of particular relevance and value to the deliberations 
of the Board and its Committees.
Operation of the Board
Board of Directors
The Board comprises the following individuals:
Executive
1. Arvind Gupta (Managing Director and Chief Executive Officer); and
2. V Narayan Swami (Finance Director).
Non-executive
1. Munish Gupta (Non-executive Chairman);
2. Martin Gatto (Senior Independent Director);
3. Michael Grasby; and
4. Ravi Gupta.
The Board considers that, as at the date of this report, it complies  
with Code provision B.1.2, which requires that, in the case of smaller 
companies, there should be a minimum of two independent Non-
executive Directors. In addition to the Chairman, Michael Grasby and 
Martin Gatto are considered to be independent under the Code.
Biographical details of all the Directors at the date of this report are  
set out on pages 34 to 35 together with details of their membership, 
as appropriate, of the Board committees. The Board is responsible for 
setting the Company’s objectives and policies and providing effective 
leadership and the controls required for a publicly listed company. 
Directors receive papers for their consideration in advance of each 
Board meeting, including reports on the Group’s operations, to ensure 
that they remain briefed on the latest developments and are able to 
make fully informed decisions. The Board met four times during the 
year under review. All Directors have access to the advice and services 
of the Company Secretary, who is responsible for ensuring that Board 
procedures are followed and that applicable rules and regulations are 
complied with. 
Directors have the right to request that any concerns they have are 
recorded in the appropriate committee or Board minutes.
The Company maintains Directors’ and officers’ liability insurance and 
indemnity cover, the level of which is reviewed annually. 38
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Corporate Governance continued
Board performance
Since the Company’s admission to AIM in May 2008, the Board has 
had an opportunity to develop a working relationship to the extent that 
a meaningful evaluation of the Board, its committees and the individual 
Directors can now take place. Accordingly, as reported above, it has 
been agreed to requisition the services of external consultants to 
design a suitable process for the Board that can be implemented 
informally at first and more formally over time. 
Meetings of the Board and its Committees
The following table sets out the number of meetings of the Board and 
its Committees during the year under review and individual attendance 
by the relevant members at these meetings: 
Board meetings
Board committee meetings
Audit Remuneration
Number Attended Number Attended Number Attended
Arvind Gupta 4 3 N/A N/A N/A N/A
Narayan Swami 4 3 N/A N/A N/A N/A
Munish Gupta 4 3 2 2 – –
Martin Gatto 4 4 2 2 – –
Michael Grasby 4 4 2 2 – –
Ravi Gupta 4 3 2 2 – –
Number of 
meetings held 
during the year 4 2 0
Board committees
Audit Committee
The members of the Audit Committee are Munish Gupta, Martin Gatto, 
Michael Grasby and Ravi Gupta. Martin Gatto is considered to have 
recent, relevant financial experience. The Chief Executive and Finance 
Director and a representative of the auditors are normally invited to 
attend meetings of the Committee.
The primary duty of the Audit Committee is to oversee the accounting 
and financial reporting process of the Group, the external audit 
arrangements, the internal accounting standards and practices, the 
independence of the external auditor, the integrity of the Group’s 
external financial reports and the effectiveness of the Group’s risk 
management and internal control system. At least once a year the 
Audit Committee will also meet the Group’s external auditors without 
management present.
The Audit Committee has considered the following matters during the 
year under review:
 > The reappointment of Grant Thornton as auditors to the Company; 
and
 > reviewing the integrity of the Group’s preliminary and half year 
results announcements and any other formal announcement 
relating to its financial performance.
Remuneration Committee 
The members of the Remuneration Committee are Munish Gupta, 
Martin Gatto, Michael Grasby and Ravi Gupta. 
The primary duty of the Remuneration Committee is to supervise and 
determine on behalf of the Board the Group’s policy and its 
implementation in relation to the remuneration of the Executive 
Directors and senior managers of the Group. The remuneration of  
the Non-executive Directors is a matter for the executive members  
of the Board. No Director may be involved in any decisions as to his 
own remuneration.
Full details of the role and composition of the Remuneration Committee, 
the remuneration policy of the Company and its compliance with the 
Code Provisions relating to remuneration are set out in the Directors’ 
Remuneration Report on pages 40 to 43.
Accountability and audit
Risk management and internal control
The Board has overall responsibility for the Group’s system of internal 
control which includes risk management. The Board has delegated  
the responsibility for reviewing the effectiveness of its internal control 
systems to the Audit Committee. The Audit Committee will review 
these systems, policies and processes for tendering, authorisation  
of expenditure, fraud and the internal audit plan, on an annual basis.
The system of internal control is designed to manage, rather than 
eliminate, the risk of failure to achieve business objectives and can  
only provide reasonable and not absolute assurance against material 
misstatement or loss. 
The Audit Committee will assist the Board in discharging its review 
responsibilities. A summary of the key risks facing the Group and 
mitigating actions is described on pages 24 to 25.
Assurance
With Grant Thornton having been auditors for two years, the Committee 
considers it appropriate to review their independence and effectiveness 
at the end of this financial year. The Committee considers that, at this 
early stage in the Group’ s development, it is more efficient to use a 
single audit firm to provide certain non-audit services for transactions 
and tax matters. However, to regulate the position, the Committee will 
establish a policy on the provision of non-audit services by the external 
auditor. That policy will set out the external auditor’ s permitted and 
prohibited non-audit services and a fee threshold requiring prior approval 
by the Audit Committee for any new engagement. 39
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Financial Statements
Going concern 
The Group closely monitors and manages its liquidity risk. In assessing 
the Group’s going concern status, the Directors have taken account  
of the financial position of the Group, anticipated future trading 
performance, its bank and other facilities, its capital investment plans 
and forecast gross operating margins.
The Group requires funds both for short-term operational needs as 
well as for long-term investment programmes mainly in growth 
projects. The Group generates sufficient cash flows from its current 
operations which, together with the available cash and cash 
equivalents and liquid financial asset investments, provide liquidity both 
in the short-term as well as in the long-term. The IPO in 2008 and our 
equity raising of c. £60 million in February 2011 have further 
strengthened the Group’s financial position and, are expected to be 
sufficient to meet the ongoing capital investment programme and 
liquidity requirement of the Group in the foreseeable future ability to 
meet its financial obligations as they fall due.
On this basis, after making appropriate enquiries, the Directors consider 
that the Group has adequate resources to continue in operational 
existence for the foreseeable future. Accordingly, they continue to 
adopt the going concern basis in preparing the 2012 accounts.
Shareholder relations and the AGM
The Chief Executive, Senior Independent Director and Finance Director 
met with a number of key investors during the year, accompanied by 
Non-executive Directors as appropriate.
The Chairman will be primarily responsible for ensuring the effective 
communication of shareholders’ views to the Board as a whole and 
will update the Board accordingly. Board members will seek to keep 
abreast of shareholder opinion and to discuss strategy and 
governance issues with them as appropriate. 
The Annual General Meeting of the Company will be an opportunity  
to communicate with shareholders and the Board welcomes their 
participation. Notice of the Annual General Meeting will be sent to 
shareholders at least 21 days before the meeting. The voting results 
will be made available on the Company’s website following  
the meeting.
Corporate information including the Annual Report and other financial 
information and announcements will be made available on the 
Company’s website at www.opgpower.com. 40
OPG Power Ventures Plc
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Directors’ Remuneration Report
Introduction
This report sets out information about the remuneration of the 
Directors of the Company for the year ended 31 March 2012. This 
report has been substantially prepared in accordance with Schedule 8 
of the Large and Medium-sized Companies and Groups (Accounts 
and Reports) Regulations 2008 (the ‘Regulations’) in line with the 
relevant requirements of the Financial Services Authority’s Listing 
Rules. Part II of this report has been audited by Grant Thornton in 
accordance with the Regulations.
Part 1 – unaudited information
Remuneration Committee
The members of the Remuneration Committee are Munish Gupta, 
Martin Gatto (Chairman), Ravi Gupta and Michael Grasby who, with the 
exception of Ravi Gupta, are all independent Non-executive Directors. 
Terms of reference have been approved for the Remuneration 
Committee and its primary duty is to supervise and determine on 
behalf of the Board the Group’s policy and its implementation in 
relation to the remuneration of the Executive Directors and senior 
managers of the Group. The remuneration of the Non-executive 
Directors is a matter for the Chairman and the executive members of 
the Board. 
The main responsibilities of the Committee are to:
 > assess and set compensation levels for the Executive Directors and 
senior managers;
 > review the ongoing appropriateness and relevance of the 
remuneration policy to ensure that members of the executive team 
are provided with incentives that encourage enhanced 
performance;
 > review the design of share incentive plans for the approval of the 
Board and shareholders;
 > determine the policy for, and scope of, pension arrangements for 
each Executive Director and senior manager; and
 > ensure that contractual terms on termination are such that failure is 
not rewarded and that the duty to mitigate losses is fully recognised 
in the drafting of Directors’ service agreements and letters of 
appointment. 
In fulfilling these duties, the Committee shall be cognisant of 
remuneration trends across the Group and within the sector in which  
the Group operates.
The Chief Executive Officer and external advisors may be invited to 
attend meetings of the Remuneration Committee but do not take part 
in the decision making. 
Attendance at meetings of the Remuneration Committee by individual 
members is detailed in the Corporate Governance Report on page 38.
Remuneration policy
The Remuneration Committee has agreed a remuneration policy to 
ensure that the Company is able to attract, retain and motivate its 
Executive Directors and senior management. 
The retention of key management and the alignment of management 
incentives with the creation of shareholder value are key objectives of 
this policy. 
The Group operates in a highly competitive environment. For the 
Group to continue to compete successfully, it is essential that the  
level of remuneration and benefits offered achieves the objectives of 
attracting, retaining, motivating and rewarding the necessary high 
calibre of individuals at all levels across the Group. 
The Group therefore sets out to provide competitive remuneration  
to all its employees, appropriate to the business environment in the 
market in which it operates. To achieve this, the remuneration package 
is based upon the following principles:
 > total rewards should be set to provide a fair and attractive 
remuneration package; 
 > appropriate elements of the remuneration package should be 
designed to reinforce the link between performance and reward; and
 > Executive Directors’ incentives should be aligned with the interests 
of shareholders. 
The remuneration strategy is designed to be in line with the Group’s 
fundamental values of fairness, competitiveness and equity and also to 
support the Group’s corporate strategy. A cohesive reward structure 
consistently applied and with links to corporate performance, is seen 
as critical in ensuring attainment of the Group’s strategic goals.
The Group will increasingly align the interests of shareholders with 
those of Directors and senior employees by giving the latter 
opportunities and encouragement to build up a shareholding interest  
in the Company. 
Long-term incentives
The Remuneration Committee believes that it is appropriate to operate 
share incentive schemes to encourage Executive Directors and senior 
employees to meet the Group’s long-term strategic and financial 
objectives set by the Board. 
Stock option plan
The Directors and other senior management may be granted awards 
under the stock option plan approved by the Board on 16 July 2009. 
Options granted must be exercised within 10 years of the date of 
grant and vesting depends on achievement of the following 
performance conditions:
1. the power plant at Kutch in the state of Gujarat must have been in 
commercial operation for three months; and
2. the closing share price must be at least £1 for three consecutive 
business days. 41
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Annual bonus
No bonuses were paid during the year.
Service agreements, notice periods and termination payments
The service agreements for the Executive Directors are for no fixed term and may in normal circumstances be terminated on the notice periods 
set out in the table below. The Company reserves the right and discretion to pay the Executive Directors in lieu of notice. If the Company 
terminates the employment of an Executive Director by exercising its right to pay in lieu of notice, the Company is required to make a payment 
equal to the aggregate of basic salary and the cost to the Company of providing other contractual benefits for the unexpired portion of the 
duration of any entitlement to notice.
The key terms of the Executive Directors’ service agreements are as follows:
Name Position Date of contract Notice period Current salary* (p.a.) £
Arvind Gupta Managing Director and 
Chief Executive Officer
23 May 2008 12 months’ prior written notice on either side 156,474
V Narayan Swami Finance Director 23 May 2008 Three months’ prior written notice on either side 46,942
* Under their service agreements, Mr Gupta and Mr Swami are entitled to medical, travel, insurance and accommodation and other allowances, which are included in their gross salaries. 
Chairman and Non-executive Directors
The remuneration of the Chairman of the Company and the Non-executive Directors consists of fees that were paid quarterly in arrears. The 
Chairman and Non-executive Directors did not participate in any long-term incentive or annual bonus schemes, nor did they accrue any pension 
entitlement. Neither the Chairman nor any of the Non-executive Directors has a contract of employment with the Company. Each has instead 
entered into a contract for services with the Company.
Non-executive Directors’ contracts for services 
Non-executive Directors were appointed for an initial term of 12 months. Munish Gupta, Martin Gatto, Michael Grasby and Ravi Gupta have 
each signed a contract for services with the Company. They were each appointed for an initial period of 12 months and, under the terms of their 
contracts for services, their appointments were renewable for a further period by mutual agreement, subject to re-election, when appropriate, by 
the Company in general meeting. A formal process for evaluating the performance of the Board, its committees and the individual Directors will 
be introduced in due course.
The key terms of the Non-executive Directors’ letters of appointment are as follows:
Director Date of appointment Notice period Fees (p.a.) £
Munish Gupta 6 May 2008 12 months’ prior written notice on either side 25,000
Martin Gatto 6 May 2008 Three months’ prior written notice on either side 25,000
Michael Grasby 6 May 2008 Three months’ prior written notice on either side 25,000
Ravi Gupta 12 May 2008 12 months’ prior written notice on either side 25,000
External appointments 
It is the Board’s policy to allow the Executive Directors to accept directorships of other companies provided that they have obtained the consent 
of the Board. Any such directorships must be formally notified to the Board.  42
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Directors’ Remuneration Report continued
Directors’ interests in ordinary shares 
The interests of Directors in the ordinary share capital of the Company during the year were as follows:
31 March 2012 1 April 2011
Gita Investments Limited
1
 153,061,225 153,061,225
Gita Power Inc 17,006,802 17,006,802
Sri Hari Vallabha Enterprises & Investments Private Limited
1
 3,401,361 3,401,361
Dhanvarsha Enterprise & Investments Private Limited
1
2,551,020 2,551,020
Goodfaith Vinimay Private Limited
1
2,551,020 2,551,020
Michael Grasby 10,000 5,000
Martin Gatto 60,000 50,000
Total 178,641,428 178,626,428
Note: 
1 Beneficial interest in these shareholdings vests with Arvind Gupta.
There were no changes to Directors’ interests between 31 March 2012 and the date of this report.
No Director had any interest in any contract of significance with the Group during the year ended 31 March 2012 other than their service 
contracts, details of which are given on page 41.
Part II – audited information
Directors’ remuneration for the period 1 April 2011 to 31 March 2012:
 
Salary, annual bonus and benefits
Salary/fees Benefits-in-kind Annual bonus Total 2012 Total 2011
Non-executive Chairman
Munish Gupta 25,000 – – 25,000 25,000
Executive Directors
Arvind Gupta 156,474 – – 156,474 169,109
V Narayan Swami 46,942 – – 46,942 50,734
Non-executive Directors
Martin Gatto 25,000 – – 25,000 25,000
Michael Grasby 25,000 – – 25,000 25,000
Ravi Gupta 25,000 – – 25,000 25,000
Total 303,416 – – 303,416 319,843
Notes: 
1 No consideration was paid or received by third parties for making available the services of any executive or Non-executive Director.
2 Under their service agreements, Mr Gupta and Mr Swami are entitled to medical, travel, insurance and accommodation and other allowances, which are included in their gross salaries.  43
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Directors’ share options
Options outstanding as at 31 March 2012
Movements during the period
Option granted Option price £ 1 April 2011 Lapsed Exercised 31 March 2012 Latest exercise date
Gita Investments Limited 16 July 2009 £0.60 21,524,234 Nil Nil 21,524,234 By 15 July 2019
Martin Gatto 16 July 2009 £0.60 1,000,000 Nil Nil 1,000,000 By 15 July 2019
At 31 March 2012 the closing mid-market price of the Company’s shares was 50p. During the year under review, the Company’s closing 
mid-market share price ranged between a low of 35p and a high of 97p.
This report has been approved by the Board of Directors of the Company.
Munish Gupta
Chairman Remuneration Committee
30 June 2012 44
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Directors’ Report
The Directors present their report, together with the audited financial 
statements of the Group, for the year ended 31 March 2012.
1. Incorporation
The Company is incorporated and domiciled in the Isle of Man.
2. Principal activities
The principal activities of the Group are developing, owning and 
operating power stations in India. Electricity generated from its plants 
is sold principally to captive consumers or in the short-term market in 
India and to the State Electricity Board.
The subsidiary and associated undertakings principally affecting the 
results or net assets of the Group in the year are listed in note 3.3 to 
the financial statements.
3. Business review
A review of the Company’s business, its principal activities and future 
development can be found in the pages listed below and are 
incorporated into this report by reference: 
i. key performance indicators on pags 8 to 9;
ii. Chairman’s and CEO’s statements on pages 10 to 15;
iii. the Operational Review, including details of the main trends and 
factors likely to affect the future development, performance and 
position of the business, on pages 22 to 23;
iv. the Responsible Growth Report on pages 30 to 33.
The Business Review has been prepared to provide the Company’s 
shareholders with a fair review of its business and a description of the 
principal risks and uncertainties facing it. It may not be relied upon by 
anyone, including the Company’s shareholders, for any other purpose.
Information about the use of financial instruments by the Group is 
given in note 25 to the consolidated financial statements.
4. Dividends
The financial statements for the year ended 31 March 2012 are set  
out on pages 47 to 77. The Board does not recommend the payment 
of a final dividend, considering the need to conserve cash for the 
continuing expansion of the business. No dividend was paid for the 
half year to 30 September 2011 (no dividend was paid for the year 
ended 31 March 2011).
5. Directors
Details of changes to the Board during the period and of the Directors 
offering themselves for re-election at the forthcoming AGM are set out 
in the Corporate Governance Report on pages 36 to 39.
Details of Directors’ service agreements are set out in the Directors’ 
Remuneration Report on page 41.
The interests of the Directors in the shares of the Company are shown 
in the Directors’ Remuneration Report on page 42.
Biographies of all the Directors at the date of this report are set out on 
pages 34 to 35.
6. Directors’ liability insurance and indemnities
The Company maintains liability insurance for the Directors and officers 
of all Group companies.
Indemnities are in force under which the Company has agreed to 
indemnify the Directors to the extent permitted by applicable law and 
the Company’s Articles of Association in respect of all losses arising 
out of, or in connection with, the execution of their powers, duties and 
responsibilities as Directors of the Company or any of its subsidiaries. 
7. Substantial shareholdings
The Company has been notified of the following interests in 3% or 
more of the Company’s total voting rights at 30 June 2012:
 
Percentage of 
voting rights and 
issued share 
capital
Number of 
ordinary shares
Gita Investments Limited 50.82% 178,641,428
M&G Investment Management
Limited 12.33% 43,347,803
Audley Capital Advisors LLP 7.46% 26,210,650
Legal & General Investment
Management Limited 5.98% 21,060,627
FOUR Capital Partners Limited 3.82% 13,425,006
8. AGM
This year’s AGM will be held at our registered office at 12.30pm on 
18 September 2012. The notice convening the meeting, together  
with details of the special business to be considered and explanatory 
notes for each resolution, is contained in a separate document to be 
sent to shareholders. It will also be available on the Company’s 
website, www.opgpower.com, where a copy can be viewed and 
downloaded in a pdf format which may be printed or saved by 
following the link to the Investor Centre/Shareholder Circulars. 45
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
9. Employees
The average number of employees within the Group as at 31 March 
2012 was 242. 
10. Audit information
As required by Section 418 of the Companies Act 2006, each Director 
serving at the date of approval of the financial statements confirms that:
1. to the best of their knowledge and belief, there is no information 
relevant to the preparation of their report of which the Company’s 
auditors are unaware; and
2. each Director has taken all the steps a Director might reasonably 
be expected to have taken to be aware of relevant audit information 
and to establish that the Company’s auditors are aware of that 
information.
11. Auditors
Grant Thornton have expressed their willingness to continue in office 
as auditors and a resolution proposing their reappointment will be 
proposed at the forthcoming AGM.
12. Additional information
Articles of Association
The following narrative summarises information relating to certain 
provisions in the Company’s Articles of Association and applicable Isle 
of Man law concerning companies (the Companies Act 2006 as 
amended by the Isle of Man Companies (Amendment) Act 2009 (the 
‘Act’)). This is a summary only and the relevant provisions of the Act or 
the Articles should be consulted if further information is required. 
Share capital structure
Details of the issued share capital, together with details of movements 
in the Company’s issued share capital during the year are shown in 
note 16 to the consolidated financial statements. 
The Company has one class of ordinary share which carries no right  
to fixed income. Each share carries the right to one vote at general 
meetings of the Company. Under its Articles, the Directors have 
authority to issue on a non-pre-emptive basis up to 15% of the 
Company’s share capital in each financial year.
There are no specific restrictions on the size of a holding nor on the 
transfer of shares, which are both governed by the general provisions 
of the Articles and prevailing legislation. The Directors are not aware  
of any agreements between the holders of the Company’s shares  
that may result in restrictions on the transfer of securities or on voting 
rights. No person has any special rights of control over the Company’s 
share capital and all issued shares are fully paid.
The Company made no purchases of its own ordinary shares during 
the year. 
A resolution will be proposed at the forthcoming AGM seeking renewal 
of the shareholders’ approval to make market purchases of its own 
shares. Such authority will be exercised having regard to applicable 
guidelines of the Investor Protection Committees.
Details of share schemes are set out in note 17 to the consolidated 
financial statements and in the Directors’ Remuneration Report on 
page 40.
Powers of the Directors
With regard to the appointment and replacement of Directors, the 
Company is governed by its Articles, the Act and related legislation. 
The Articles themselves may be amended by special resolution of  
the shareholders. The powers of the directors are described in the 
Corporate Governance Report on page 37.
By order of the Board
Philip Scales
Company Secretary
OPG Power Ventures Plc
Ioma House
Hope Street
Douglas
Isle of Man
IM1 1AP
30 June 2012 OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
46
Statement of Directors’ Responsibilities in Respect of the Accounts
The Directors are responsible for preparing the Annual Report, the 
Directors’ Remuneration Report and the Group and the Parent 
Company financial statements. The Directors are required to prepare 
financial statements for the Group in accordance with International 
Financial Reporting Standards (‘IFRS’) as adopted for use in the 
European Union and have also elected to prepare financial 
statements for the Company in accordance with IFRS as adopted  
for use in the European Union. Company law requires the Directors 
to prepare such financial statements in accordance with IFRS and 
the Companies Act 2006.
International Accounting Standard 1 requires that financial 
statements present fairly for each financial year the Group’s and 
Company’s financial position, financial performance and cash flows. 
This requires the fair presentation of the effects of transactions, other 
events and conditions in accordance with the definitions and 
recognition criteria for assets, liabilities, income and expenses set out 
in the International Accounting Standards Board’s ‘Framework for the 
Preparation and Presentation of Financial Statements’. In virtually all 
circumstances, a fair presentation will be achieved by compliance 
with all applicable International Financial Reporting Standards. 
Directors are also required to:
 – select suitable accounting policies and apply them consistently;
 – make judgements and estimates that are reasonable and prudent;
 – state whether applicable accounting standards have been 
followed, subject to any material departures disclosed and 
explained in the financial statements;
 – present information, including accounting policies, in a manner 
that provides relevant, reliable, comparable and understandable 
information; and
 – provide additional disclosures when compliance with specific 
requirements in IFRS is insufficient to enable users to understand 
the impact of particular transactions, other events and conditions 
on the entity’s financial position and financial performance.
The Directors are responsible for keeping adequate accounting 
records which disclose with reasonable accuracy at any time the 
financial position of the Group and of the Company, for safeguarding 
the assets, for taking reasonable steps for the prevention and 
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the 
Group website. Legislation in the United Kingdom governing the 
preparation and dissemination of the financial statements may differ 
from legislation in other jurisdictions. OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
47
Independent Auditors’ Report to the Members of OPG Power Ventures Plc
We have audited the consolidated financial statements of OPG Power 
Ventures Plc for the year ended 31 March 2012 which comprise the 
Consolidated Statement of Comprehensive Income, the Consolidated 
Statement of Financial Position, the Consolidated Statement of 
Changes in Equity, the Consolidated and Company Statements of 
Cash Flow and the related notes. The financial reporting framework 
that has been applied in their preparation is applicable law and 
International Financial Reporting Standards (‘IFRS’) (as adopted by the 
European Union).
This report is made solely to the Company’s members, as a body, in 
accordance with our engagement with them. Our audit work has been 
undertaken so that we might state to the Company’s members those 
matters we are required to state to them in an auditors’ report and for 
no other purpose. To the fullest extent permitted by law, we do not 
accept or assume responsibility to anyone other than the Company 
and the Company’s members as a body, for our audit work, for this 
report, or for the opinions we have formed.
Respective responsibilities of directors and auditors
As explained more fully in the Directors’ responsibilities statement on 
page 46, the directors are responsible for the preparation of the 
financial statements and for being satisfied that they give a true and 
fair view. Our responsibility is to audit and express an opinion on the 
financial statements in accordance with applicable law and 
International Standards on Auditing (UK and Ireland). Those standards 
require us to comply with the Auditing Practices Board’s Ethical 
Standards for Auditors.
Scope of the audit
An audit involves obtaining evidence about the amounts and 
disclosures in the financial statements sufficient to give reasonable 
assurance that the financial statements are free from material 
misstatement, whether caused by fraud or error. This includes an 
assessment of: whether the accounting policies are appropriate to the 
Company’s circumstances and have been consistently applied and 
adequately disclosed; the reasonableness of significant accounting 
estimates made by the Directors; and the overall presentation of the 
financial statements. 
Opinion on financial statements
In our opinion the financial statements give a true and fair view, in 
accordance with International Financial Reporting Standards (‘IFRS’)  
(as adopted by the European Union), of the state of the Group’s  
affairs as at 31 March 2012 and of their profit and loss for the year 
then ended.
Grant Thornton
Chartered Accountants
Third Floor
Exchange House
54/58 Athol Street
Douglas
ISLE OF MAN
IM1 1JD
30 June 2012 48
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
Particulars Notes 2012 2011
Revenue 45,253,431 33,147,184 
Cost of revenue 6 (31,347,196) (18,669,898)
Gross profit 13,906,235 14,477,286 
Other income 7 1,538,242 2,537,869 
Distribution cost (895,006) (865,832)
General and administrative expenses 6 (5,458,387) (3,666,390)
Operating profit 9,091,084 12,482,933 
Financial costs 8 (4,823,587) (2,647,296)
Financial income 9 2,808,853 1,326,695 
Loss on deconsolidation of subsidiaries 23 (4,815,135) –
Profit/(loss) before tax 2,261,215 11,162,332 
Tax expense 10 (2,044,115) (2,408,443)
Profit/(loss) for the year attributable to: 217,100 8,753,889 
Owners of the parent 251,427 6,227,842 
Non-controlling interest (34,327) 2,526,047 
  217,100 8,753,889
Earnings per share 21 
Basic earnings per share (in pence) 0.072 2.129 
Diluted earnings per share (in pence) 0.072  2.093 
Other comprehensive income 
Reclassification on loss of control of subsidiaries 23 (253,343) –
Available-for-sale financial assets 
– Reclassification to profit and loss on sale of available-for-sale investments 255,542 185,459
– Current year gains/(losses) on remeasurement (109,483) (255,542)
Currency translation differences on translation of foreign operations (11,261,421) (5,076,545)
Other comprehensive income (11,368,705) (5,146,628)
Total comprehensive income for the year attributable to: (11,151,605) 3,607,261 
Owners of the parent (11,035,084) 1,627,114 
Non-controlling interest (116,521) 1,980,147 
  (11,151,605) 3,607,261 
(See accompanying notes to the consolidated financial statements)
The financial statements were authorised for issue by the Board of Directors on 30 June 2012 and were signed on behalf by:
Arvind Gupta   V Narayan Swami
Chief Executive Officer  Chief Financial Officer 49
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Consolidated Statement of Financial Position
As at 31 March 2012 
(All amounts in £, unless otherwise stated)
Particulars Notes 2012 2011
ASSETS   
Non-current   
Property, plant and equipment 11 93,031,022 73,995,296 
Investments and other assets 12 2,285,430 6,941,814 
Deferred tax asset 10 – 155,512 
Restricted cash 15 868,996 1,214,699 
Total non-current assets 96,185,448 82,307,321 
Current   
Inventories 14 5,546,740 5,605,523 
Trade and other receivables 13 17,405,365 8,576,366 
Cash and cash equivalents 15 37,876,393 71,104,280 
Restricted cash 15 3,712,150 1,080,877 
Current tax assets 48,071 272,105 
Investments and other assets 12 52,836,729 45,486,243 
Total current assets 117,425,448 132,125,394 
Total assets 213,610,896 214,432,715 
EQUITY AND LIABILITIES   
Equity   
Equity attributable to owners of the parent:   
Share capital 51,671 51,671 
Share premium 124,316,524 124,316,524 
Other components of equity (3,256,411) 7,803,844 
Retained earnings/(accumulated deficit) 10,577,591 9,050,027 
Total 131,689,375 141,222,066 
Non-controlling interest 62,371 9,807,809 
Total equity 131,751,746 151,029,875
Liabilities   
Non-current   
Borrowings 18 56,055,498 45,254,399 
Trade and other payables 19 1,396,701 1,231,509 
Deferred tax liability 10 1,300,658 849,446 
Total non-current liabilities 58,752,857 47,335,354 
Current   
Borrowings 18 14,806,900 5,064,797 
Trade and other payables 19 7,809,652 10,716,961 
Other liabilities 239,259 241,112 
Current tax liabilities 250,482 44,615 
Total current liabilities 23,106,293 16,067,485 
Total liabilities 81,859,150 63,402,839 
Total equity and liabilities 213,610,896 214,432,714
(See accompanying notes to the consolidated financial statements)
The financial statements were authorised for issue by the Board of Directors on 30 June 2012 and were signed on behalf by:
Arvind Gupta   V Narayan Swami
Chief Executive Officer  Chief Financial Officer 50
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
Group
Issued capital  
(number of shares) Share capital Share premium Other reserves
Foreign currency 
translation reserve Retained earnings
Total of  
parent equity
Non-controlling 
interest Total equity
Balance at 1 April 2011 351,504,795 51,671 124,316,524 4,614,203 3,189,641 9,050,027 141,222,066 9,807,809 151,029,875 
Transfers during the year   48,146   48,146 (48,146) –
Employee share-based payment options   1,454,247   1,454,247  1,454,247 
Effect of loss of control of subsidiaries (refer note 23)   (9,580,771) (9,580,771)
Transactions with owners 351,504,795 51,671 124,316,524 6,116,596 3,189,641 9,050,027 142,724,459 178,892 142,903,351
Profit for the year from operating activities     251,427 251,427 (34,327) 217,100
Effect of loss of control of subsidiaries (refer note 23)   (1,281,379) (248,101) 1,276,137 (253,343) – (253,343)
Currency translation differences    (11,177,522)  (11,177,522) (83,899) (11,261,421) 
Gains/(losses) on sale/remeasurement of available-for-sale financial assets   144,354  144,354 1,705 146,059
Total comprehensive income for the year – – – (1,137,025) (11,425,623) 1,527,564 (11,035,084) (116,521) (11,151,605)
Balance at 31 March 2012 351,504,795 51,671 124,316,524 4,979,571 (8,235,982) 10,577,591 131,689,375 62,371 131,751,746 
Balance at 1 April 2010 286,989,795 42,187 66,943,323 3,228,892 7,721,433 2,822,185 80,758,020 7,827,662 88,585,682
Issue of equity shares 64,515,000 9,484 57,373,201    57,382,685 – 57,382,685 
Employee share-based payment options   1,454,247   1,454,247 – 1,454,247 
Transactions with owners 351,504,795 51,671 124,316,524 4,683,139 7,721,433 2,822,185 139,594,952 7,827,662 147,422,614 
Profit for the year     6,227,842 6,227,842 2,526,047 8,753,889
Currency translation differences    (4,531,792) (4,531,792) (544,753) (5,076,545)
Gains/(losses) on sale/remeasurement of available-for-sale financial assets   (68,936)  (68,936) (1,147) (70,083)
Total comprehensive income for the year – – – (68,936) (4,531,792) 6,227,842 1,627,114 1,980,147 3,607,261 
Balance at 31 March 2011 351,504,795 51,671 124,316,524 4,614,203 3,189,641 9,050,027 141,222,066 9,807,809 151,029,875 
(See accompanying notes to the consolidated financial statements) 51
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Group
Issued capital  
(number of shares) Share capital Share premium Other reserves
Foreign currency 
translation reserve Retained earnings
Total of  
parent equity
Non-controlling 
interest Total equity
Balance at 1 April 2011 351,504,795 51,671 124,316,524 4,614,203 3,189,641 9,050,027 141,222,066 9,807,809 151,029,875 
Transfers during the year   48,146   48,146 (48,146) –
Employee share-based payment options   1,454,247   1,454,247  1,454,247 
Effect of loss of control of subsidiaries (refer note 23)   (9,580,771) (9,580,771)
Transactions with owners 351,504,795 51,671 124,316,524 6,116,596 3,189,641 9,050,027 142,724,459 178,892 142,903,351
Profit for the year from operating activities     251,427 251,427 (34,327) 217,100
Effect of loss of control of subsidiaries (refer note 23)   (1,281,379) (248,101) 1,276,137 (253,343) – (253,343)
Currency translation differences    (11,177,522)  (11,177,522) (83,899) (11,261,421) 
Gains/(losses) on sale/remeasurement of available-for-sale financial assets   144,354  144,354 1,705 146,059
Total comprehensive income for the year – – – (1,137,025) (11,425,623) 1,527,564 (11,035,084) (116,521) (11,151,605)
Balance at 31 March 2012 351,504,795 51,671 124,316,524 4,979,571 (8,235,982) 10,577,591 131,689,375 62,371 131,751,746 
Balance at 1 April 2010 286,989,795 42,187 66,943,323 3,228,892 7,721,433 2,822,185 80,758,020 7,827,662 88,585,682
Issue of equity shares 64,515,000 9,484 57,373,201    57,382,685 – 57,382,685 
Employee share-based payment options   1,454,247   1,454,247 – 1,454,247 
Transactions with owners 351,504,795 51,671 124,316,524 4,683,139 7,721,433 2,822,185 139,594,952 7,827,662 147,422,614 
Profit for the year     6,227,842 6,227,842 2,526,047 8,753,889
Currency translation differences    (4,531,792) (4,531,792) (544,753) (5,076,545)
Gains/(losses) on sale/remeasurement of available-for-sale financial assets   (68,936)  (68,936) (1,147) (70,083)
Total comprehensive income for the year – – – (68,936) (4,531,792) 6,227,842 1,627,114 1,980,147 3,607,261 
Balance at 31 March 2011 351,504,795 51,671 124,316,524 4,614,203 3,189,641 9,050,027 141,222,066 9,807,809 151,029,875 
(See accompanying notes to the consolidated financial statements) 52
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Consolidated Statement of Cash Flows 
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated) 
Particulars 2012 2011
Cash flows from operating activities  
Profit/(loss) for the year before tax 2,261,215 11,162,331 
Foreign exchange loss/(gain) 130,240 (113,052)
Financial expenses 4,823,587 2,647,296 
Financial income (2,648,309) (1,326,695)
Share-based compensation costs 1,454,247 1,454,247 
Depreciation 1,397,121 1,208,461 
Loss on deconsolidation of subsidiaries 4,815,135 –
 12,233,237 15,032,588
Movements in working capital  
(Increase)/decrease in trade and other receivables (14,047,319) (5,706,441)
(Increase)/decrease in inventories (1,579,425) (3,948,601)
(Increase)/decrease in other current assets 1,419,697 (2,048,059)
Increase/(decrease) in trade and other payables 5,565,387 5,258,094 
Increase/(decrease) in other liabilities 1,056,506 (2,981,158)
Cash (used in)/generated from operations 4,648,082 5,719,475 
Income taxes paid, net of refunds (532,088) (1,964,628)
Net cash generated by/(used in) operating activities 4,115,994 3,754,847 
   
Cash flows from investing activities  
Acquisition of property, plant and equipment (71,351,424) (19,758,114)
Finance income 2,541,533 782,508 
Dividend income 453,787 544,187 
Movement in restricted cash (3,013,933) (931,303)
Sale/(purchase) of investments, net 2,603,909 3,124,948 
(Increase)/decrease in land lease deposits – (2,115,283)
Net cash (used)/generated by investing activities (68,766,128) (18,353,057)
   
Cash flows from financing activities  
Proceeds from issue of ordinary shares – 57,382,685 
Refund of application money –
Proceeds from borrowings (net) 37,122,045 16,985,286 
Interest paid (4,823,587) (2,647,296) 
Net cash provided by financing activities 32,298,458 71,720,675 
   
Net increase/(decrease) in cash and cash equivalents (32,351,676) 57,122,465 
   
Cash and cash equivalents at the beginning of the year/period 71,104,280 14,168,453 
Effect of exchange rate changes on the balance of cash held in foreign currencies (643,204) (186,638)
Impact on deconsolidation of subsidiaries (note 23) (233,008) –
Cash and cash equivalents at the end of the year/period 37,876,393 71,104,280 
(See accompanying notes to the consolidated financial statements) 53
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
1. Corporate information
1.1. Nature of operations
OPG Power Ventures Plc (‘the Company’ or ‘OPGPV’), and its subsidiaries (collectively referred to as ‘the Group’) are primarily engaged in the 
development, owning, operation and maintenance of private sector power projects In India. The electricity generated from the Group’s plants is 
sold principally to public sector undertakings and heavy industrial companies in India or in the short-term market. The business objective of the 
Group is to focus on the power generation business within India and thereby provide reliable, cost effective power to the industrial consumers 
and other users under the ‘open access’ provisions mandated by the Government of India.
1.2. Statement of compliance 
The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (‘IFRS’) and its 
interpretations as adopted by the European Union (‘EU’) and the provisions of the Isle of Man, Companies Act 2006 applicable to companies 
reporting under IFRS.
1.3. General information
OPG Power Ventures Plc, a limited liability corporation, is the Group’s ultimate parent company and is incorporated and domiciled in the Isle of 
Man. The address of the Company’s registered office, which is also the principal place of business, is IOMA House, Hope Street, Douglas, Isle 
of Man IM1 1JA. The Company’s equity shares are listed on the Alternative Investment Market (‘AIM’) of the London Stock Exchange. 
The financial statements were approved by the Board of Directors on 30 June 2012.
2. Changes in accounting policies 
The Group has adopted the following revisions and amendments to IAS 24 – Related Party Disclosures issued by the International Accounting 
Standards Board, which is relevant to and effective for the Group’s financial statements for the annual period beginning 1 April 2011.
IAS 24 R introduced changes with respect to the definition of a related party which has been clarified to ensure all the relevant information is still 
being captured. The Group has already identified the related parties in a similar manner as suggested by the revised standard. Hence there 
was no impact on these financial statements.
2.1 Standards, amendments and interpretations to existing standards that are not effective and have not been adopted early by the Group
At the date of authorisation of these financial statements, certain new standards, amendments and interpretations to existing standards have 
been published 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.
Standards and interpretations adopted by the EU as at 31 March 2012:
Standard or interpretation
Effective for reporting periods 
starting on or after
IFRS 9: Financial Instruments – Recognition and Measurement 1 January 2015
IFRS 10: Consolidated Financial Statements 1 January 2013
IFRS 11: Joint Arrangements 1 January 2013
IFRS 12: Disclosure of Interests in Other Entities 1 January 2013
IFRS 13: Fair Value Measurement 1 January 2013
IAS 1 Presentation of Items of Other Comprehensive Income (Amendments to IAS 1) 1 July 2012
IAS 12 Deferred Tax: Recovery of Underlying Assets (Amendments to IAS 12) 1 January 2012
IAS 19: Employee Benefits (Revised 2011) 1 January 2013
IAS 27 Separate Financial Statements 1 January 2013
IAS 28 Investments in Associates and Joint Ventures 1 January 2013
The management is yet to assess the impact of IFRS 9 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 changes.
The management does not expect the application of the other standards to have any material impact on its financial statements when those 
standards become effective. The Group does not intend to apply any of these pronouncements early.
Notes to the Consolidated Financial Statements
For the year ended 31 March 2012
 
(All amounts in £, unless otherwise stated) 54
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
3. Summary of significant accounting policies
3.1 Basis of preparation
The consolidated financial statements have been prepared on a historical cost basis, except for financial assets and liabilities at fair value 
through profit or loss and available-for-sale financial assets measured at fair value. The financial statements have been prepared on a going 
concern basis.
The consolidated financial statements are presented in accordance with IAS 1 Presentation of Financial Statements (Revised 2007) and have 
been presented in Great Britain Pound (£), which is the functional and presentation currency of the Company.
3.2. Basis of consolidation
The consolidated financial statements incorporate the financial information of OPG Power Ventures Plc and its subsidiaries for the year ended 
31 March 2012.
A subsidiary is defined as an entity controlled by the Company. Control is achieved where the Company has the power to govern the 
financial and operating policies of an entity so as to obtain benefits from its activities. Subsidiaries are fully consolidated from the date of 
acquisition, being the date on which control is acquired by the Group, and continue to be consolidated until the date that such control 
ceases. All subsidiaries have a reporting date of 31 March and use consistent accounting policies adopted by the Group.
All intra-Group balances, income and expenses and any resulting unrealised gains arising from intra-Group transactions are eliminated in full 
on consolidation. 
Non-controlling interest represents the portion of profit or loss and net assets that is not held by the Group and is presented separately in 
the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from 
parent shareholders’ equity. Acquisitions of additional stake or dilution of stake from/to minority interests in the Group where there is no loss 
of control are accounted for as equity transaction, 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/retained earnings’ within statement of changes in equity. 
The practice of presenting stand alone accounts of the Company has been dispensed with, effective this reporting period, given that the 
Company is principally a holding Company with no independent business income of its own and that the principal earnings of the Group are 
derived from its subsidiaries in India.
3.3. List of subsidiaries 
Details of the Group’s subsidiaries which are consolidated into the Group’s consolidated financial statement, are as follows:
% Voting right % Economic interest
Subsidiaries Immediate parent
Country of 
incorporation 2012 2011 2012 2011
Caromia Holdings limited (‘CHL ’) OPGPV Cyprus 100 100 100 100
Gita Energy Private Limited (‘GEPL ’) 
(refer note below) 
CHL Cyprus 100 100 100 100
Gita Holdings Private Limited (‘GHPL ’)
1
 CHL Cyprus 100 100 100 100
OPG Power Generation Private Limited
(‘OPGPG’)
GEPL and 
GHPL
India 71.76 71.76 99 99
OPG Power Gujarat Private Limited
(‘OPGG’)
2
GEPL and 
GHPL
India 100 65.90  100 99
OPG Renewable Energy Private Limited
(‘OPGRE’)
3
GEPL and 
GHPL
India 0 22 33 33
OPG Energy Private Limited (‘OPGE’)
3
 OPGPG India 0 29.78 44.22 44.22
Gita Power and Infrastructure Private Limited
(‘GPIPL ’) 
GHPL India 100 100 98.22 97.91
1 As of 10 February 2011 pursuant to agreement for assignment of debt between CHL and OPGPV the entire shares held in GEPL and GHPL have been transferred by ‘OPGPV’ to ‘CHL’.
2 Partly paid equity shares in OPGG have been forfeited and thereby the economic interest and voting rights of the GEPL and GHPL together stand increased to 100%.
3 Refer note 23 for deconsolidation of these subsidiaries. 55
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
3. Summary of significant accounting policies continued
3.4. Foreign currency translation
The functional currency of the Company is the Great Britain Pound Sterling (£). The Cypriot entities are an extension of the parent and pass 
through investment entities. Accordingly the functional currency of the subsidiaries in Cyprus is the Great Britain Pound Sterling. The functional 
currency of the Company’s subsidiaries operating in India, determined based on evaluation of the individual and collective economic factors is 
Indian Rupees (INR). The presentation currency of the Group is the Great Britain Pound (£) as submitted to the AIM counter of the London 
Stock Exchange where the shares of the Company are listed.
At the reporting date the assets and liabilities of the Group are translated into the presentation currency which is Great Britain Pound Sterling (£) 
at the rate of exchange ruling at the statement of financial position date and the statement of comprehensive income is translated at the 
average exchange rate for the year. Exchange differences are charged/credited to other comprehensive income and recognised in the currency 
translation reserve in equity.
Transactions in foreign currencies are translated at the foreign exchange rate ruling at the date of the transaction. Monetary assets and liabilities 
denominated in foreign currencies at the statement of financial position date are translated into functional currency at the foreign exchange rate 
ruling at that date. Aggregate gains and losses resulting from foreign currencies are included in general and administrative expenses within the 
profit or loss. 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 the transaction. Non-monetary assets and liabilities denominated in foreign currencies that are stated at fair value 
are translated to functional currency at foreign exchange rates ruling at the dates the fair value was determined.
The Great Britain Pound (£):Indian Rupee (INR) exchange rates used to translate the INR financial information into the presentation currency of 
Great Britain Pound (£) were as follows:
Particulars 2011–12 2010–11
Closing rate at 31 March 82.90 72.60 
Average rate for the year ended 31 March 76.69 70.96 
Closing rate at 30 November 81.16 –
Average rate for the period ended 30 November 74.92 –
3.5. Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will flow to the Group, and 
revenue can be reliably measured. Revenue is measured at the fair value of the consideration received or receivable in accordance with the 
relevant agreements, net of discounts, rebates and other applicable taxes and duties.
Sale of electricity
Revenue comprises revenue from sale of electricity. Revenue from the sale of electricity is recognised when earned on the basis of contractual 
arrangement with the customers and reflects the value of units supplied including an estimated value of units supplied to the customers 
between the date of their last meter reading and the reporting date.
Interest and dividend
Revenue from interest is recognised as interest accrues (using the effective interest rate method). Revenue from dividends is recognised when 
the right to receive the payment is established.
3.6. Taxes
Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or 
directly in equity. 
Current income tax assets and/or liabilities comprise those obligations to, or claims from, taxation authorities relating to the current or  
prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the 
financial statements. 
Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period. 56
OPG Power Ventures Plc
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Overview
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Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
3. Summary of significant accounting policies continued
Deferred income taxes are calculated using the liability method on temporary differences between the carrying amounts of assets and liabilities 
and their tax bases. However, deferred tax is not provided on the initial recognition of goodwill, nor on the initial recognition of an asset or 
liability unless the related transaction is a business combination or affects tax or accounting profit. Deferred tax on temporary differences 
associated with investments in subsidiaries is not provided if reversal of these temporary differences can be controlled by the Group and it is 
probable that reversal will not occur in the foreseeable future. 
Deferred tax assets and liabilities are calculated, without discounting, at tax rates that are expected to apply to their respective period of realisation, 
provided they are enacted or substantively enacted by the end of the reporting period. Deferred tax liabilities are always provided for in full. 
Deferred tax assets are recognised to the extent that it is probable that they will be able to be utilised against future taxable income. For 
management’s assessment of the probability of future taxable income to utilise against deferred tax assets. Deferred tax assets and liabilities 
are offset only when the Group has a right and the intention to set off current tax assets and liabilities from the same taxation authority. 
Changes in deferred tax assets or liabilities are recognised as a component of tax income or expense in profit or loss, except where they relate 
to items that are recognised in other comprehensive income or directly in equity, in which case the related deferred tax is also recognised in 
other comprehensive income or equity, respectively.
3.7. Financial instruments
Financial assets and financial liabilities are measured initially at fair value adjusted by transactions costs, except for financial assets and financial 
liabilities carried at fair value through profit or loss, which are measured initially at fair value. 
Financial assets and financial liabilities are measured subsequently as described below.
Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and 
all substantial risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.
3.8. Financial assets
For the purpose of subsequent measurement, financial assets are classified into the following categories upon initial recognition: 
 – loans and receivables; and 
 – available-for-sale financial assets. 
The category determines subsequent measurement and whether any resulting income and expense is recognised in profit or loss or in other 
comprehensive income. 
Loans and receivables
Loans and receivables are non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. After 
initial recognition these are measured at amortised cost using the effective interest method, less provision for impairment. Discounting is 
omitted where the effect of discounting is immaterial. The Group’s cash and cash equivalents, trade and most other receivables fall into this 
category of financial instruments. 
Individually significant receivables are considered for impairment when they are past due or when other objective evidence is received that a 
specific counterparty will default. Receivables that are not considered to be individually impaired are reviewed for impairment in groups, which 
are determined by reference to the industry and region of a counterparty and other shared credit risk characteristics. The impairment loss 
estimate is then based on recent historical counterparty default rates for each identified group. 
Available-for-sale financial assets
Available-for-sale financial assets are non-derivative financial assets that are either designated to this category or do not qualify for inclusion in 
any of the other categories of financial assets. The Group’s available-for-sale financial assets include mutual funds, listed securities and equity 
instruments. Available-for-sale financial assets are measured at fair value. Gains and losses are recognised in other comprehensive income and 
reported within the available-for-sale reserve within equity, except for impairment losses and foreign exchange differences on monetary assets, 
which are recognised in profit or loss. When the asset is disposed of or is determined to be impaired the cumulative gain or loss recognised in 
other comprehensive income is reclassified from the equity reserve to profit or loss and presented as a reclassification adjustment within other 
comprehensive income. 
Reversals of impairment losses are recognised in other comprehensive income, except for financial assets that are debt securities which are 
recognised in profit or loss only if the reversal can be objectively related to an event occurring after the impairment loss was recognised. 57
OPG Power Ventures Plc
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Corporate Governance
Financial Statements
3. Summary of significant accounting policies continued
3.9. Financial liabilities
The Group’s financial liabilities include borrowings, trade and other payables. Financial liabilities are measured subsequently at amortised cost 
using the effective interest method, except for financial liabilities held for trading or designated at fair value through profit or loss, that are carried 
subsequently at fair value with gains or losses recognised in profit or loss. 
All interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included within ‘finance 
costs’ or ‘finance income’.
3.10. Fair value of financial instruments
The fair value of financial instruments that are actively traded in organised financial markets is determined by reference to quoted market bid 
prices at the close of business on the statement of financial position date. For financial instruments where there is no active market, fair value is 
determined using valuation techniques. Such techniques may include using recent arm’s length market transactions; reference to the current 
fair value of another instrument that is substantially the same; discounted cash flow analysis or other valuation models.
3.11. Property, plant and equipment
Property, plant and equipment are stated at cost, net of accumulated depreciation and/or impairment losses, if any. The cost includes 
expenditures that are directly attributable to property, plant and equipment such as employee cost, borrowing costs for long-term construction 
projects etc, if recognition criteria are met. Likewise, when a major inspection is performed, its costs are recognised in the carrying amount of 
the plant and equipment as a replacement if the recognition criteria are satisfied. All other repairs and maintenance costs are recognised in the 
profit or loss as incurred.
The present value of the expected costs of decommissioning of the asset after its use is included in the costs of the respective asset, if the 
recognition of the criteria for a provision is met. 
Land is not depreciated. Depreciation on other assets is computed on straight-line basis over the useful life of the asset based on 
management’s estimate as follows:
Nature of asset Useful life (years)
Buildings 30–40
Power stations 15–40
Other plant and equipment 3–10
Vehicles 5–11
Assets in the course of construction are stated at cost and not depreciated until commissioned.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or 
disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal proceeds and the 
carrying amount of the asset) is included in the profit or loss in the year the asset is derecognised.
The assets residual values, useful lives and methods of depreciation are reviewed at each financial year end, and adjusted prospectively  
if appropriate.
3.11. Leases 
The determination of whether an arrangement is, or contains a lease is based on the substance of the arrangement at inception date whether 
fulfilment of the arrangement is dependent on the use of a specific asset or assets or the arrangement conveys a right to use the asset.
Group as a lessee
Contracts to lease assets are classified as finance leases if they transfer substantially all the risks and rewards of ownership of the asset to the 
Group. Leases where the Group does not acquire substantially all the risks and benefits of ownership of the asset are classified as operating leases. 
Operating lease payments are recognised as an expense in the profit or loss on a straight-line basis over the lease term. Lease of land is 
classified separately and is amortised over the period of lease. 58
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
3. Summary of significant accounting policies continued
3.12. Borrowing costs
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, that necessarily take a substantial period 
of time to get ready for their intended use or sale, are added to the cost of those assets. Interest income earned on the temporary investment 
of specific borrowing pending its expenditure on qualifying assets is deducted from the costs of these assets. 
Gains and losses on extinguishment of liability, including those arising from substantial modification from terms of loans are not treated as 
borrowing costs and are charged to profit or loss. 
All other borrowing costs including transaction costs are recognised in the profit or loss in the period in which they are incurred, the amount 
being determined using the effective interest rate method.
3.13. Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when 
annual impairment testing for an asset is required, the Group estimates the asset’s recoverable amount. An asset’s recoverable amount is the 
higher of an asset’s or cash-generating unit’s (‘CGU’) fair value less costs to sell and its value in use and is determined for an individual asset, 
unless the asset does not generate cash inflows that are largely independent of those from other assets or Groups of assets. Where the 
carrying amount of an asset or CGU exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable 
amount. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that 
reflects current market assessments of the time value of money and the risks specific to the asset. In determining fair value less costs to sell, 
an appropriate valuation model is used. These calculations are corroborated by valuation multiples, quoted share prices for publicly traded 
subsidiaries or other available fair value indicators.
For assets excluding goodwill, an assessment is made at each reporting date as to whether there is any indication that previously recognised 
impairment losses may no longer exist or may have decreased. If such indication exists, the Group estimates the asset’s or CGU recoverable 
amount. A previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the asset’s 
recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount of the asset does not 
exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of depreciation, had no impairment 
loss been recognised for the asset in prior years. Such reversal is recognised in the profit or loss unless the asset is carried at the revalued 
amount, in which case the reversal is treated as a revaluation increase.
3.14. Cash and cash equivalents
Cash and cash equivalents in the statement of financial position comprise cash at banks and on hand and short-term deposits.
For the purpose of the consolidated cash flow statement, cash and cash equivalents consist of cash and short-term deposits, net of restricted 
cash and outstanding bank overdrafts.
3.15. Inventories
Inventories are stated at the lower of cost and net realisable value. 
Costs incurred in bringing each product to its present location and condition is accounted based on weighted average price.
Net realisable value is the estimated selling price in the ordinary course of business, less estimated selling expenses.
3.16. Earnings per share
The earnings considered in ascertaining the Group’s earnings per share (‘EPS’) comprise the net profit for the year attributable to ordinary 
equity holders of the parent. The number of shares used for computing the basic EPS is the weighted average number of shares outstanding 
during the year. 
3.17. Other provisions and contingent liabilities 
Provisions are recognised when present obligations as a result of a past event will probably lead to an outflow of economic resources from the 
Group and amounts can be estimated reliably. Timing or amount of the outflow may still be uncertain. A present obligation arises from the 
presence of a legal or constructive commitment that has resulted from past events, for example, product warranties granted, legal disputes or 
onerous contracts. Restructuring provisions are recognised only if a detailed formal plan for the restructuring has been developed and 
implemented, or management has at least announced the plan’s main features to those affected by it. Provisions are not recognised for future 
operating losses.  59
OPG Power Ventures Plc
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Financial Statements
3. Summary of significant accounting policies continued
Provisions are measured at the estimated expenditure required to settle the present obligation, based on the most reliable evidence available at 
the reporting date, including the risks and uncertainties associated with the present obligation. Where there are a number of similar obligations, 
the likelihood that an outflow will be required in settlement is determined by considering the class of obligations as a whole. Provisions are 
discounted to their present values, where the time value of money is material. 
Any reimbursement that the Group can be virtually certain to collect from a third party with respect to the obligation is recognised as a separate 
asset. However, this asset may not exceed the amount of the related provision. All provisions are reviewed at each reporting date and adjusted 
to reflect the current best estimate. 
In those cases where the possible outflow of economic resources as a result of present obligations is considered improbable or remote, no 
liability is recognised, unless it was assumed in the course of a business combination. In a business combination, contingent liabilities are 
recognised on the acquisition date when there is a present obligation that arises from past events and the fair value can be measured reliably, 
even if the outflow of economic resources is not probable. They are subsequently measured at the higher amount of a comparable provision as 
described above and the amount recognised on the acquisition date, less any amortisation.
3.18. Share-based payments
The Group operates equity-settled share-based remuneration plans for its employees. None of the Group’s plans feature any options for a  
cash settlement. 
All goods and services received in exchange for the grant of any share-based payment are measured at their fair values. Where employees are 
rewarded using share-based payments, the fair values of employees’ services are determined indirectly by reference to the fair value of the 
equity instruments granted. This fair value is appraised at the grant date and excludes the impact of non-market vesting conditions (for 
example profitability and sales growth targets and performance conditions). 
All share-based remuneration is ultimately recognised as an expense in profit or loss with a corresponding credit to ‘other reserves’.
If vesting periods or other vesting conditions apply, the expense is allocated over the vesting period, based on the best available estimate of the 
number of share options expected to vest. Non-market vesting conditions are included in assumptions about the number of options that are 
expected to become exercisable. Estimates are subsequently revised if there is any indication that the number of share options expected to 
vest differs from previous estimates. Any cumulative adjustment prior to vesting is recognised in the current period. No adjustment is made to 
any expense recognised in prior periods if share options ultimately exercised are different to that estimated on vesting. 
Upon exercise of share options, the proceeds received net of any directly attributable transaction costs up to the nominal value of the shares 
issued are allocated to share capital with any excess being recorded as share premium. 
3.19. Employee benefits 
Gratuity 
In accordance with applicable Indian laws, the Group provides for gratuity, a defined benefit retirement plan (‘the Gratuity Plan’) covering eligible 
employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation or termination of 
employment, of an amount based on the respective employee’s salary and the tenure of employment.
Liabilities with regard to the gratuity plan are determined by actuarial valuation, performed by an independent actuary, at each statement of 
financial position date using the projected unit credit method.
The Group recognises the net obligation of a defined benefit plan in its statement of financial position as an asset or liability, respectively in 
accordance with IAS 19, Employee benefits. The discount rate is based on the Government securities yield. Actuarial gains and losses arising 
from experience adjustments and changes in actuarial assumptions are charged or credited to profit or loss in the statement of comprehensive 
income in the period in which they arise. 
Employees Benefit Trust
Effective during the year, the Group has established an Employees Benefit Trust (‘EBT’) for investments in the Company’s shares for employee 
benefit schemes. IOMA Fiduciary in the Isle of Man have been appointed as Trustees of the EBT with full discretion invested in the Trustee, 
independent of the Company, in the matter of share purchases. As at present, no investments have been made by the Trustee nor any funds 
advanced by the Company to the EBT. The Company is yet to formulate any employee benefit schemes or to make awards thereunder. 60
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
3. Summary of significant accounting policies continued
3.20. Business combinations
Business combinations arising from transfers of interests in entities that are under the control of the shareholder that controls the Group are 
accounted for as if the acquisition had occurred at the beginning of the earliest comparative period presented or, if later, at the date that 
common control was established using pooling of interest method. The assets and liabilities acquired are recognised at the carrying amounts 
recognised previously in the Group controlling shareholder’s consolidated financial statements. The components of equity of the acquired 
entities are added to the same components within Group equity. Any excess consideration paid is directly recognised in equity.
4. Significant accounting judgements, estimates and assumptions
The preparation of financial statements in conformity with IFRS requires management to make certain critical accounting estimates and 
assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the 
financial statements and the reported amounts of revenues and expenses during the reporting period. 
The principal accounting policies adopted by the Group in the consolidated financial statements are as set out above. The application of a 
number of these policies requires the Group to use a variety of estimation techniques and apply judgement to best reflect the substance of 
underlying transactions.
The Group has determined that a number of its accounting policies can be considered significant, in terms of the management judgement that 
has been required to determine the various assumptions underpinning their application in the consolidated financial statements presented 
which, under different conditions, could lead to material differences in these statements. 
The following are significant management judgements in applying the accounting policies of the Group that have the most significant effect on 
the financial statements. 
 – Deferred tax assets:  
The assessment of the probability of future taxable income in which deferred tax assets can be utilised is based on the Group’s latest 
approved budget forecast, which is adjusted for significant non-taxable income and expenses and specific limits to the use of any unused 
tax loss or credit. The tax rules in India in which the Group operates are also carefully taken into consideration. If a positive forecast of 
taxable income indicates the probable use of a deferred tax asset, especially when it can be utilised without a time limit, that deferred tax 
asset is usually recognised in full. The recognition of deferred tax assets that are subject to certain legal or economic limits or uncertainties is 
assessed individually by management based on the specific facts and circumstances. 
Estimates and uncertainties
When preparing the financial statements management undertakes a number of judgements, estimates and assumptions about recognition and 
measurement of assets, liabilities, income and expenses. The actual results may differ from the judgements, estimates and assumptions made 
by management, and will seldom equal the estimated results. Information about significant judgements, estimates and assumptions that have 
the most significant effect on recognition and measurement of assets, liabilities, income and expenses is provided below.
The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that 
have a significant risk of causing material adjustments to the carrying amounts of assets and liabilities within the next financial year are 
discussed below:
 – Recoverability of deferred tax assets: The recognition of deferred tax assets requires assessment of future taxable profit (see note 3.6).
 – Estimation of fair value of acquired financial assets and financial liabilities: While preparing the financial statements the Group makes 
estimates and assumptions that affect the reported amount of financial assets and financial liabilities. 
•	 Other financial liabilities:  
Borrowings held by the Group are measured at amortised cost except where designated at fair value through profit or loss. Further, 
liabilities associated with financial guarantee contracts in the financial statements are initially measured at fair value and remeasured at 
each statement of financial position date (see note 3.9 and note 18).
 – Impairment tests: The determination of recoverable amounts of the CGUs assessed in the annual impairment test requires the Group to 
estimate of their fair value net of disposal costs as well as their value in use. The assessment of value in use requires assumptions to be 
made with respect to the operating cash flows of the CGUs as well as the discount rates.
 – Useful life of depreciable assets: Management reviews the useful lives of depreciable assets at each reporting date, based on the expected 
utility of the assets to the Group.
 – Provisions: The Group has currently provided for electricity tax based on demand received from the concerned authorities (see note 6a). 
 – Uncollectability of trade receivables: Analysis of historical payment patterns, customer concentrations, customer credit-worthiness and 
current economic trends. If the financial condition of a customer deteriorates, additional allowances may be required (see note 13). 61
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
5. Segment information
The Group has adopted the ‘management approach’ in identifying the operating segments as outlined in IFRS 8. Operating segments are 
reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker, 
who is responsible for allocating resources and assessing performance of the operating segment has been identified as the steering committee 
that makes strategic decisions. Management has analysed the information that the chief operating decision maker reviews and concluded on 
the segment disclosure. In identifying its operating segments, management generally follows the Group’s service lines, which represent the 
generation of the power and other related services provided by the Group. The activities undertaken by the power generation segment 
includes sale of power and other related services. The accounting policies used by the Group for segment reporting are the same as those 
used for consolidated financial statements. 
For management purposes, the Group is organised into only a single business unit of power generation and distribution of the same to 
customers. There are no geographical segments as all revenues arise from India. 
Revenue on account of sale of power to one party amounts to £22,237,514 (2010: £25,790,162).
6.  Depreciation, costs of inventories and employee benefit expenses included in the consolidated statements of  
comprehensive income
a) Depreciation and costs of inventories included in the consolidated statements of comprehensive income:
2012 2011
Included in cost of revenue:
Cost of fuel consumed 19,011,365 14,931,913 
Depreciation 1,313,202 1,145,380
Other direct costs 11,022,629 2,592,605
Total 31,347,196 18,669,898
Other direct costs include electricity tax provided/paid during the year amounting to £928,336 (2011: £nil). Depreciation included general and 
administrative expenses amounting to £83,919 (2011: £63,081).
b) Employee benefit expenses forming part of general and administrative expenses are as follows:
2012 2011
Salaries and wages 1,073,043 781,534 
Employee benefit costs 117,529 60,083 
Employee stock option 1,454,247 1,454,247 
Total 2,644,819 2,295,864 
c) Auditor’s remuneration for audit services amounting to £45,000 (2011: £38,900) is included in general and administrative expenses.
d) Foreign exchange (loss)/gain included in the general and administrative expenses/other income is as follows:
2012 2011
Foreign exchange (loss)/gain (130,240) 113,052
Total (130,240) 113,052
7. Other income
a) Other income comprises of:
2012 2011
Sale of coal – 206,203
Interest on overdue receivables 563,902 –
Compensation for loss of profit 370,277 1,888,294
Miscellaneous income/expense 604,063 443,372
Total 1,538,242 2,537,869  62
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Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
7. Other income continued
The item ‘compensation for loss of profit’ consists of £370,277, due to OPGPG, a subsidiary, from the EPC contractor for delay in guaranteed 
commissioning date of their 77 MW plant, non-achievement of guaranteed performance parameters at the plant and consequent loss of 
revenue to OPGPG. This amount represents loss of profits which is reliably measurable as at the reporting date and has been recognised 
based on the terms and conditions as specified in the EPC contract and on acceptance of claim by the contractor.
Interest on overdue receivables consists of interest charged to a customer, as per the terms of the agreement on account delay in payment. 
Miscellaneous income includes commission receivable of £225,000 (2011: £nil).
8. Finance costs
Finance costs comprises of:
2012 2011
Interest expenses on loans and borrowings 4,068,516 2,271,354
Loss on disposal of financial instruments 465,546 255,542
Other finance costs 289,525 120,400
Total 4,823,587 2,647,296
Interest expenses on loans and borrowings, pertains to interest expenses on financial liability at an amortised cost of £4,068,516 (2011: £2,271,354) 
in the consolidated financial statement. 
9. Finance income
The finance income comprises of:
2012 2011
Interest income
– Bank deposits 460,114 239,872
– Loans and receivables 66,072 162,340
Dividend income 305,505 544,187
Other finance income 1,977,162 372,106
Unwinding of discount on security deposits – 8,190
Total 2,808,853 1,326,695
Other finance income includes the income earned by OPGPV on the investment of its funds raised by way of further issue during the previous year.
10. Tax expense/(income)
The major components of income tax expense for the years ended 31 March 2012 and 2011 are as follows: 
Consolidated statement of changes in equity: tax reconciliation
Reconciliation between tax expense and the product of accounting profit multiplied by India’s domestic tax rate for the years ended 31 March 
2012 and 2011 is as follows:
2012 2011
Accounting profit before taxes 2,261,215 11,162,332
Loss on deconsolidation of subsidiaries 4,815,135 –
Enacted tax rates 32.445% 32.445%
Tax on profit at enacted tax rate 2,295,922 3,621,619
Differences on account MAT rate (582,406) (1,596,807)
Items taxed at zero 253,998 417,480
Others 76,601 (33,849)
Actual tax expense 2,044,115 2,408,443 63
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
10. Tax expense/(income) continued
Consolidated statement of comprehensive income
2012 2011
Current tax 940,344 2,105,976
Deferred tax 1,103,771 302,467
Tax expense reported in the statement of comprehensive income 2,044,115 2,408,443
The Company is subject to Isle of Man corporate tax at the standard rate of zero percent. As such, the Company’s tax liability is zero. 
Additionally, Isle of Man does not levy tax on capital gains. However, considering that the Company’s operations are entirely based in India, the 
effective tax rate of the Group has been computed based on the current tax rates prevailing in India. Further, a substantial portion of the profits 
of the Group’s India operations are exempt from Indian income taxes being profits attributable to generation of power in India. Under the tax 
holiday the taxpayer can utilise an exemption from income taxes for a period of any 10 consecutive years out of the 15 years from the date of 
commencement of operations.
The Group is subject to the provisions of Minimum Alternate Tax (‘MAT’) under the Indian income taxes for the year ended 31 March 2012 and 
2011. Accordingly, the Group calculated the tax liability for current taxes in India after considering MAT. 
Deferred income tax for the Group at 31 March 2012 and 2011 relates to the following:
2012 2011
Deferred income tax assets
Lease transactions and others 48,961 30,294
Mark-to-market on available-for-sale financial assets – 125,218
Gratuity 4,571 –
Total 53,532 155,512
Deferred income tax liabilities
Difference in depreciation on property, plant and equipment 1,353,007 849,446
Mark-to-market on available-for-sale financial assets 1,183
Total 1,354,190 849,446
Deferred income tax liabilities, net 1,300,658
Movement in temporary differences during the year: 
Particulars
As at 
1 April 2011
Recognised in 
income statement
Recognised 
in equity
Translation 
adjustment
As at 
31 March 2012
Property, plant and equipment and others (849,446) (503,561) – – (1,353,007)
Lease transactions 30,294 18,667 – – 48,961
Gratuity – 4,571 – – 4,571
Mark-to-market gain/(loss) on available-for-sale financial assets 125,218 – (126,401) – (1,183)
(693,934) (480,323) (126,401) – (1,300,658)
Particulars
As at 
1 April 2010
Recognised in 
income statement
Recognised 
in equity
Translation 
adjustment
As at 
31 March 2011
Property, plant and equipment and others (514,235) (302,467) – (2,450) (819,152)
Mark-to-market gain/(loss) on available-for-sale financial assets 51,505 73,713 – 125,218
(462,730) (302,467) 73,713 (2,450) (693,934)
In assessing the reliability of deferred income tax assets, management considers whether it is more likely than not that some portion or all of the 
deferred income tax assets will be realised. The ultimate realisation of deferred income tax assets is dependent upon the generation of future taxable 
income during the periods in which the temporary differences become deductible. The amount of the deferred income tax assets considered 
realisable, however, could be reduced in the near term if estimates of future taxable income during the carry forward period are reduced. 64
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Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
10. Tax expense/(income) continued
Shareholders resident outside the Isle of Man will not suffer any income tax in the Isle of Man on any income distributions to them. Further, 
dividends are not taxable in India in the hands of the recipient. However, the Company will be subject to a ‘dividend distribution tax’ currently at 
the rate of 15% (plus applicable surcharge and education cess) on the total amount distributed as dividend.
As at 31 March 2012 and 31 March 2011, there was no recognised deferred tax liability for taxes that would be payable on the unremitted 
earnings of certain of the Group’s subsidiaries, the Group has determined that undistributed profits of its subsidiaries will not be distributed in 
the foreseeable future.
11. Property, plant and equipment
The property, plant and equipment comprises of:
a) Gross block
Particulars Land and buildings Power stations
Other plant  
and equipment Vehicles
Assets under 
construction Total 
As at 1 April 2010 9,428,735 8,271,204 94,894 142,991 47,459,624 65,397,448
– Additions 444,197 42,059,353 49,460 71,375 9,635,644 52,260,029
– Disposals (53,270) – – – (35,578,462) (35,631,732)
– Exchange adjustments (614,406) (538,929) (6,233) (9,318) (3,092,620) (4,261,506)
As at 31 March 2011 9,205,256 49,791,628 138,121 205,048 18,424,186 77,764,239 
As at 1 April 2011 9,205,256 49,791,628 138,121 205,048 18,424,186 77,764,239
– Additions 1,064,278 1,431,849 214,938 122,146 47,521,538 50,354,749
– Deconsolidation (refer note 23) (986,475) (9,013,743) (58,777) – (10,672,839) (20,731,834)
– Disposals – (26,541) – – – (26,541)
– Exchange adjustments (1,202,662) (6,129,605) (9,802) (34,624) (5,318,058) (12,694,750)
As at 31 March 2012 8,080,397 36,053,588 284,480 292,570 49,954,827 94,665,863 
b) Accumulated depreciation 
Particulars Land and buildings Power stations
Other plant  
and equipment Vehicles
Assets under 
construction Total
As at 1 April 2010 207,803 2,478,926 42,383 39,076 – 2,768,188
– Charge for the year 34,166 1,111,445 27,228 35,580 – 1,208,419
– Disposals – – – – – –
– Exchange adjustments (14,313) (186,610) (3,393) (3,350) – (207,666)
As at 31 March 2011 227,656 3,403,761 66,218 71,306 – 3,768,941 
As at 1 April 2011 227,656 3,403,761 66,218 71,306 – 3,768,941
– Charge for the year 28,843 1,291,215 30,870 46,194 – 1,397,122
– Deconsolidation (refer note 23) (223,623) (2,773,033) (24,009) – – (3,020,665)
– Disposals – – – – – –
– Exchange adjustments (26,269) (467,030) (6,285) (10,973) – (510,557)
As at 31 March 2012 6,607 1,454,913 66,794 106,527 – 1,634,841  65
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
11. Property, plant and equipment continued
c) Net block
Particulars Land and buildings Power stations
Other plant  
and equipment Vehicles
Assets under 
construction Total
As at 31 March 2012 8,073,790 34,598,675 217,686 186,043 49,954,827 93,031,022 
As at 31 March 2011 8,977,600 46,387,866 71,902 133,742 18,424,186 73,995,296
The net book value of land and buildings block comprises of:
2012 2011
Freehold 7,440,351 8,203,467
Buildings 633,439 774,133
Total 8,073,790 8,977,600
Property, plant and equipment with a carrying amount of £42,672,465 (2011: £55,365,466) is subject to security restrictions (refer note 18).
An amount of £3,407,430 (previous year £1,701,620) pertaining to interest on borrowings was capitalised as the funds were deployed for the 
construction of qualifying assets.
12. Investments and other assets
2012 2011
a) Current
Available-for-sale financial assets 1,393,866 8,851,675 
Prepayments
– Advance to suppliers 958,668 2,377,033
– Capital advances 48,637,313 31,286,228
– Other advances 1,846,882 2,971,307
Total 52,836,729 45,486,243
b) Non-current 
Available-for-sale financial assets (refer note 23) 1,381,762 –
Prepayments 813,618 5,108,701
Loans and receivables
– Lease deposits 77,127 1,065,537
– Other advances 12,923 767,576
Total 2,285,430 6,941,814
Available-for-sale financial asset 
The current portion of available-for-sale financial asset represents the Group’s investments in mutual fund units. The fair value of the mutual 
fund instruments are determined by reference to published data. These mutual fund investments are redeemable on demand. 
The non-current portion of available-for-sale financial asset represents the Group’s investments in OPGE and OPGRE, have been fair valued 
and the share of the Group has been determined and disclosed as available-for-sale classified under non-current. The management has not 
contemplated any sale of these investments and has not explored any options for the disposal of the same. 
Prepayments (current)
Advances to suppliers include the amounts paid as advance for supply of fuel to the Group. Other advances of the Group primarily includes 
additional import duty on imported coal paid under protest amounting to £754,442 (2011: £211,459). Capital advances comprise of payment 
made to EPC contractors for construction of assets and advances paid for purchase of capital equipment. The management expects to realise 
these in the next one year. 66
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Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
13. Trade and other receivables
2012 2011
Current
Trade receivables 17,102,878 6,518,201
Unbilled revenues 139,114 99,425
Other receivables 163,373 1,958,740 
Total 17,405,365 8,576,366
Trade receivables are generally due within 14 days terms and are therefore short-term and the carrying values are considered a reasonable 
approximation of fair value. Out of the above, £17,405,365 (2011: £8,576,366) has been pledged for security as borrowings (refer note 18). 
As at 31 March 2012, trade receivables of £60,314 (2011: £nil) were collectively impaired and provided for. 
The age analysis of the overdue trade receivables is as follows:
Past due but not impaired
Total
Neither past due 
nor impaired < 90 days 90–180 days > 180 days
2012 17,102,878 3,246,760 6,739,233 6,517,222 599,663
2011 6,518,201 5,376,841 392,754 142,336 606,270 
Refer also to note 25 for details of credit risk.
The movement in provision for trade receivables is as follows:
Opening balance
Provision  
for the year
Reversal of 
provision Closing balance
2012 – 60,314 – 60,314
2011 – – – –
14. Inventories
2012 2011
Coal and fuel 5,068,904 5,368,042
Stores and spares 477,836 237,481
Total 5,546,740 5,605,523 
Out of the above, £5,546,740 (2011: £4,708,191) has been pledged for security as borrowings (refer note 18).
15. Cash and cash equivalents
Cash and short-term deposits comprise of the following:
2012 2011
Cash at banks and on hand 34,023,639 69,884,386
Short-term deposits 3,852,754 1,219,894
Total 37,876,393 71,104,280
Short-term deposits are made for varying periods, depending on the immediate cash requirements of the Group. They are recoverable  
on demand.
Restricted cash represents deposits maturing between 3 to 12 months amounting to £3,712,150 (2011: £1,080,877) and maturing after 12 
months amounting to £868,996 (2011: £1,214,699) which have been pledged by the Group in order to fulfil collateral requirements (refer note 
18).  67
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
16. Issued share capital
Share capital
The Company presently has only one class of ordinary shares. For all matters submitted to vote in the shareholders meeting, every holder of 
ordinary shares, as reflected in the records of the Group on the date of the shareholders’ meeting, has one vote in respect of each share held. 
All shares are equally eligible to receive dividends and the repayment of capital in the event of liquidation of the Group.
The Company has an authorised and issued share capital of 351,504,795 equity shares (2011: 351,504,795) at par value of £0.000147  
(2011: £0.000147) per share amounting to £51,671 (2011: £51,671).
The Company has issued share capital at par value of £51,671 (£0.000147 per share).
Reserves
Share premium represents the amount received by the Group over and above the par value of shares issued and the excess of the fair value of 
share issued in business combination over the par value of such shares. Any transaction costs associated with the issuing of shares are 
deducted from securities premium, net of any related income tax benefits. 
Translation reserve is used to record the exchange differences arising from the translation of the financial statements of the foreign subsidiaries.
Other reserves represent the difference between the consideration paid and the adjustment to net assets on change of controlling interest, 
without change in control. Other reserves also include any costs related with share options granted and gain/losses on remeasurement of 
available-for-sale financial assets.
Retained earnings include all current and prior period results as disclosed in the statement of comprehensive income less dividend distribution. 
17. Share-based payments
The Board has granted share options to Directors and nominees of Directors which are limited to 10% of the Group’s share capital. Once 
granted, the share must be exercised within 10 years of the date of grant otherwise the options would lapse.
 
The vesting conditions are as follows:
 – The 300 MW power plant of Kutch in the state of Gujarat must have been in commercial operation for three months.
 – The closing share price being at least £1.00 for three consecutive business days.
The related expense has been amortised over the estimated vesting period of 4.21 years (expected completion of the Kutch plant) and an 
expense amounting to £1,454,247 (2011: £1,454,247) was recognised in the profit or loss with a corresponding credit to other reserves.
Movement in the number of share options outstanding and their related weighted average exercise price are as follows:
Particulars 2012 2011
At 1 April 22,524,234 22,524,234
Granted – – 
Forfeited – – 
Exercised – – 
Expired – – 
At 31 March 22,524,234 22,524,234
Assumptions on valuation of options
The weighted average price fair value of options granted during the previous period, determined using the Black-Scholes valuation model, was 
£0.28 per option. The significant inputs into the model were weighted average share price of £0.66 (2011) at the grant date, exercise price 
shown above, volatility of £0.60 (2011: £0.60), nil dividend yield (2011: nil), an expected option life of 4.21 years (2011: 4.21 years) and annual 
risk free rate of 3%. The volatility measured at the standard deviation of continuously compounded share returns is based on daily share prices 
of the last three years. 68
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Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
18. Borrowings
The Borrowings comprise of the following:
Interest rate  
(range %) Final maturity 2012 2011
Long-term loans 12.30–14.62 March 2023 56,055,498 45,254,399 
Short-term loans 12.30–14.62 March 2013 2,908,457 3,367,529 
Cash credit and working capital arrangements 3,311,968 1,294,930
LC bills discounting and buyers’ credit facility March 2013 8,586,475 402,338 
Total 70,862,398 50,319,196
Total debt of £70,862,398 (2011: £50,319,196) is secured as follows:
 – Financial liabilities are measured at amortised cost of the Group. 
 – The long-term loans taken by the Group are fully secured on the property, plant and other movable current assets of subsidiaries which 
have availed such loans. All the loans are personally guaranteed by a Director.
 – The short-term loan and cash credits taken by the Group are secured against hypothecation of current assets and in certain cases by 
deposits and margin money as collateral. 
 – LC bills discounting and buyers’ credit facility is fully secured by hypothecation of current assets and in certain cases by margin money 
deposits and other fixed deposits of the respective entities availing the facility. 
Long-term ‘project finance’ loans contain certain restrictive covenants stipulated by the facility providers and primarily require the Group to maintain 
specified levels of certain financial metrics and operating results. The terms of the other borrowings arrangements also contain certain restrictive 
covenants primarily requiring the Group to maintain certain financial metrics. As of 31 March 2012, the Group has met all the relevant covenants. 
The fair value of borrowings at 31 March 2012 was £70,862,398 (2011: £50,319,196). The fair values have been calculated by discounting 
cash flows at prevailing interest rates.
The borrowings mature as follows:
2012 2011
Current liabilities
Amounts falling due within one year 14,806,900 5,064,797 
Non-current liabilities
Amounts falling due after one year but not more than five years 37,336,198 24,694,855 
Amounts falling due in more than five years 18,719,300 20,559,544 
Total 70,862,398 50,319,196 
19. Trade and other payables
2012 2011
Current
Trade payables 7,229,514 9,499,104
Creditors for capital goods 434,913 314,977
Other payables 145,225 902,880
Total 7,809,652 10,716,961 
Non-current
Trade payables 1,396,701 1,231,509
Total 1,396,701 1,231,509
With the exception of certain trade payables, all amounts are short-term.
 – Trade payables are non-interest bearing and are normally settled on 45 days terms.
 – Creditors for capital goods are non-interest bearing and are usually settled within a year.
 – Other payables include provision for gratuity and other provision for expenses.
 – Non-current trade payables comprises retention money which will be settled after completion and successful installation of the projects. 69
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
20. Related party transactions
Where control exists
Name of the party Nature of relationship
Gita Investments Limited Ultimate parent
Caromia Holdings Limited Subsidiary
Gita Energy Private Limited Subsidiary
Gita Holdings Private Limited Subsidiary
OPG Power Generation Private Limited Subsidiary
OPG Power Gujarat Private Limited Subsidiary
OPG Renewable Energy Private Limited Subsidiary up to 30 November 2011 
OPG Energy Private Limited Subsidiary up to 30 November 2011 
Gita Power and Infrastructure Private Limited Subsidiary
Key management personnel
Name of the personnel Nature of relationship
Arvind Gupta Chief Executive Officer
V Narayan Swami Chief Financial Officer
Munish Gupta Chairman
Martin Gatto Director
Ravi Gupta Director
Michael Grasby Director
Related parties with whom the Group had transactions during the period
Name of the related party Nature of relationship
Sri Hari Vallabha Enterprises & Investments (P) Limited Entity in which key management personnel has control/significant influence
Dhanvarsha Enterprises & Investments Private Limited Entity in which key management personnel has control/significant influence
Goodfaith Vinmay (P) Limited Entity over which key management personnel exercises control/significant 
influence through relatives
Salem Food Products Limited Entity in which key management personnel has control/significant influence
Sri Rukmani Rolling Mill Private Limited Entity in which key management personnel has control/significant influence
Kanishk Steel Industries Limited Entity in which key management personnel has control/significant influence
Gita Energy & Generation Private Limited Entity in which key management personnel has control/significant influence
Powerserve Support Limited Entity in which key management personnel has control/significant influence
Gita Devi Relative of key management personnel
Rajesh Gupta Relative of key management personnel
Ravi Gupta Relative of key management personnel
Avantika Gupta Relative of key management personnel 70
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
20. Related party transactions continued
Name of the party 2012 2011 
Summary of transactions with related parties
Kanishk Steel Industries Limited
a) Sharing of power 692,091 495,323 
b) Cost of power generated – 24,607 
c) Lease deposit – 1,308,553 
d) Lease rent paid – 148,478 
e) Reimbursement of expenses – 10,851
f) Sale of coal 310,104 –
g) Purchase of raw material 5,616 –
Salem Food Products Limited
a) Sharing of power – 23,757 
b) Interest received 54,123 66,130
Sri Rukmani Rolling Mill Private Limited
a) Sharing of power – 35,469 
b) Sale of coal – 1,889
Gita Devi
a) Rent paid – – 
b) Reimbursement of expenses – 1,043
Avantika Gupta
a) Remuneration 32,036 25,367
Gita Energy & Generation Private Limited
a) Advance paid – 2,403,604
b) Reimbursement of expenses 1,076 –
Powerserve Support Limited
a) Consultancy fees 31,863 –
OPG Renewable Energy Private Limited
a) Sale of coal 21,338 –
Name of the party 2012 2011 
Summary of balances with related parties
Salem Food Products Limited
a) Loan outstanding – 759,494 
b) Trade and other receivables – –
Kanishk Steel Industries Limited
a) Trade and other receivables 286,872 331,769 
b) Lease deposit outstanding – 4,611,201
Sri Rukmani Rolling Mill Private Limited
a) Trade and other receivables 7,197 28,028 
OPG Renewable Energy Private Limited
a) Trade and other receivables 224,527 –
Outstanding balances at the year-end are unsecured and interest-bearing in case of loans that are repayable on demand. The interest rates 
charged closely approximate to the market rates. There have been no guarantees provided or received for any related party receivables or 
payables. For the year ended 31 March 2012, the Group has not recorded any impairment of receivables relating to amounts owed by related 
parties (2011: £nil). This assessment is undertaken each financial year through examining the financial position of the related party and the 
market in which the related party operates. 71
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Corporate Governance
Financial Statements
21. Earnings per share
Both the basic and diluted EPS have been calculated using the profit attributable to shareholders of the parent company as the numerator (no 
adjustments to profit were necessary in 2011 or 2012).
The weighted average number of shares for the purposes of diluted EPS can be reconciled to the weighted average number of ordinary shares 
used in the calculation of basic EPS as follows:
Particulars 2012 2011
Weighted average number of shares used in basic EPS 351,504,795 292,469,151
Shares deemed to be issued for no consideration in respect of share-based payments 638,339 5,104,499
Weighted average number of shares used in diluted EPS 352,143,134 297,573,650
22. Director’s remuneration/key management personnel
Name of Directors 2012 2011
Arvind Gupta 156,474 169,109
V Narayan Swami 46,942 50,734
Martin Gatto 25,000 25,000
Michael Grasby 25,000 25,000
Munish Gupta 25,000 25,000
Ravi Gupta 25,000 25,000
Total 303,416 319,843
The above amounts relate to short-term benefits. There are no long-term benefits and termination benefits which are payable to the key 
management personnel.
23. Loss on deconsolidation of subsidiaries
In the previous year, pursuant to the voting rights agreement entered by GEPL with Tamil Nadu Property Developers Limited (‘TNPDL’) and 
Salem Food Products Limited (‘SFPL’) and OPGPG with Sonal Vyapar Limited (‘SVL’) and TNPDL (hereinafter TNPDL, SFPL and SVL are 
collectively referred as ‘Investors’) dated 12 May 2008 and 26 April 2008 respectively, the Investors agreed that in consideration of GEPL 
agreeing to subscribe for shares in OPGRE and OPGPG agreeing to subscribe for shares in OPGE, the Investors will exercise all voting rights in 
accordance of the directions of GEPL and OPGPG. The total voting rights held by the Investors in OPGRE and OPGE amount respectively to 
45% and 21.59%. Further the Investors had also appointed GEPL and OPGPG as the lawful attorneys to exercise their voting rights. Therefore 
the combination of the directly held interests together with the Investors voting with the Group had the effect that the Group controlled a 
majority of voting rights in OPGRE and OPGE. Accordingly these companies were considered to be subsidiaries of the Group until the expiry of 
the agreement on 30 November 2011.
The management determined not to exercise control over the operations of OPGRE and OPGE beyond that date and has, pursuant to a voting 
rights agreement entered on 1 December 2011 by GEPL, GHPL and OPGPG (hereinafter referred as ‘Shareholders’) with TNPDL, the 
Shareholders have agreed to exercise their voting rights in accordance with the directions of TNPDL in the context of the expiry of the voting 
rights hitherto available from the Investors. The Shareholders have thus extended voting support to TNPDL to provide for appropriate 
management of the Company. Also, the Group withdrew its nominees from the offices held in the respective companies effective 1 December 
2011. There was no consideration that was received and these events resulted in loss of control and significant influence over OPGRE and 
OPGE and effective 1 December 2011, the Group’s interests in the said companies are being accounted as investments. 72
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
23. Loss on deconsolidation of subsidiaries continued
Accordingly, the Group has derecognised the carrying value of assets, liabilities and non-controlling interest of the former subsidiaries and has 
recognised the fair value of the retained investments at the date when control is lost. Further, the Group has reclassified to profit and loss, such 
amounts pertaining to these erstwhile subsidiaries that were earlier recognised through other comprehensive income and has accounted for 
the resulting difference as loss attributable to the Group. At the date of loss of control, the carrying amount of the subsidiaries’ net assets, the 
fair valuation and the resultant impact on the loss of control are as follows:
Particulars OPGRE OPGE Total
Fair value as certified by independent valuers – 3,124,744 3,124,744
Consideration received – – – 
Fair value of retained non-controlling investment – 1,381,762 1,381,762
Total (A) – 1,381,762 1,381,762
Total assets 7,520,744 32,183,730 39,704,474
Total liabilities 5,671,332 18,002,130 23,673,462
Net worth 1,849,412 14,181,600 16,031,012
Non-controlling interest on date of loss of control (1,253,311) (8,327,461) (9,580,772)
Net assets attributable to the Group (B) 596,101 5,854,139 6,450,240
Adjustment required to carrying value on deconsolidation (B–A) 596,101 4,472,377 5,068,478
Recycle from other comprehensive income
Revaluation reserve (2,076) (3,166) (5,242) 
Translation reserve (20,599) (227,502) (248,101) 
Net charge on disposal effecting the Group 573,426 4,241,709 4,815,135
Further the negative goodwill arising from the original investment which was recognised in equity at the time of acquisition has been dealt with 
under equity.
Effect of disposal on the statement of cash flows of the Group: 
Particulars Total 
Property, plant and equipment, net 7,011,772 
Investment and other assets (non-current) 9,249,940 
Deferred tax asset 96,139 
Restricted cash 221,004 
Investment and other assets (current) 7,829,566 
Trade and other receivables 3,171,602 
Inventories 842,089 
Current tax assets, net 30,894 
Borrowings (7,396,057)
Deferred tax liabilities (484,831)
Accounts payable (1,380,839)
Current tax liabilities, net (6,421)
Other liabilities (4,987,310)
Net assets 14,197,548 
Equity 14,430,556 
Consideration received –
Cash and cash equivalents disposed off 233,008 
Net cash outflow 233,008  73
OPG Power Ventures Plc
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Overview
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Corporate Governance
Financial Statements
24. Commitments and contingencies
Operating lease commitments
The Group leases land under operating leases. The leases typically run for a period of 15 to 30 years, with an option to renew the lease after 
that date. None of the leases include contingent rentals.
Non-cancellable operating lease rentals are payable as follows:
2012 2011
Not later than one year 33,304 339,703
Later than one year and not later than five years 133,215 1,358,810
Later than five years 647,098 2,813,221
Total 813,617 4,511,734
During the year ended 31 March 2012, £36,001 (2011: £339,703) was recognised as an expense in the statement of comprehensive income 
in respect of operating leases.
Capital commitments
During the year ended 31 March 2012, the Group entered into a contract to purchase property, plant and equipment for £100,485,417  
(2011: £92,009,451). 
Guarantees
a) Letter of credit and bank guarantee provided by the banker on behalf of the Group are as disclosed below:
Particulars
As at 
31 March 2012
As at 
31 March 2011
Letter of credit 3,837,061 9,185,515
Bank guarantee 4,597,552 3,293,417
25. Financial risk management objectives and policies
The Group’s principal financial liabilities, comprises of loans and borrowings, trade and other payables, and other current liabilities. The main 
purpose of these financial liabilities is to raise finance for the Group’s operations. The Group has loans and receivables, trade and other 
receivables, and cash and short-term deposits that arise directly from its operations. The Group also holds available-for-sale investments. 
The Group is exposed to market risk, credit risk and liquidity risk. 
The Group’s senior management oversees the management of these risks. The Group’s senior management advises on financial risks and the 
appropriate financial risk governance framework for the Group.
The Board of Directors review and agree on policies for managing each of these risks which are summarised below: 
Market risk
Market risk is the risk that the fair values of future cash flows of a financial instrument will fluctuate because of changes in market prices. Market 
prices comprise three types of risk: interest rate risk, currency risk and other price risk, such as equity risk. Financial instruments affected by 
market risk include loans and borrowings, deposits and available-for-sale investments. 
The sensitivity analysis in the following sections relate to the position as at 31 March 2012 and 31 March 2011.
The following assumption has been made in calculating the sensitivity analysis:
 – The sensitivity of the statement of comprehensive income is the effect of the assumed changes in interest rates on the net interest income 
for one year, based on the floating rate of borrowings held at 31 March 2012, all other variables being held constant. These changes are 
considered to be reasonably possible based on observation of current market conditions. 74
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Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
25. Financial risk management objectives and policies continued
Interest rate risk 
Interest rate risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market interest 
rates. The Group’s exposure to the risk of changes in market interest rates relates primarily to the Group’s long-term debt obligations with 
floating interest rates. 
At 31 March 2012 and 31 March 2011, the Group had no interest rate derivatives.
If interest rates increase or decrease by 100 basis points with all other variables being constant, the Group’s profit after tax for the year ended 
31 March 2012 would decrease or increase by £243,249 (2011: £143,355). Increase/decrease in interest rates would have the same impact 
on the Group’s equity.
Price risk
Price risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market equity rates. The 
Group’s exposure to the risk of changes in market equity prices relates primarily to the Group’s available-for-sale investments. The analysis is 
based on the assumption that the equity indexes had increased by 10% with all other variables held constant and all the entity’s equity 
instruments moved according to the historical correlation with the index. The maximum impact of increases in the investment on the entity’s 
post-tax profit for the year is £139,387 (2011: £885,168). 
Foreign currency risk 
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign 
exchange rate. The Group’s presentation currency is the Great Britain Pound (£). A majority of the Group’s assets are located in India where the 
Indian Rupee is the functional currency for its subsidiaries. Currency exposures also exist in the nature of capital expenditure and services 
denominated in currencies other than the Indian Rupee.
Set out below is the impact of a 10% change in the US Dollar on profit arising as a result of the revaluation of the Group’s foreign currency 
financial instruments:
As at 31 March 2012 As at 31 March 2011
Currency Closing rate
Effect of 10% 
strengthening of 
£ on net earnings Closing rate
Effect of 10% 
strengthening of  
£ on net earnings
United States Dollar (USD) 50.88 (847,894) 45.29 (742,124)
The impact on total equity is the same as the impact on net earnings as disclosed above.
Credit risk analysis
Credit risk is the risk that counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. 
The Group is exposed to credit risk from its operating activities (primarily for trade and other receivables) and from its financing activities, 
including short-term deposits with banks and financial institutions, and other financial assets.
The maximum exposure for credit risk at the reporting date is the carrying value of each class of financial assets amounting to £63,452,199 
(2011: £97,769,710). 
The Group’ s substantial supply of power is to the electricity departments of the government, where the Group has assessed the credit risk as low 
and the Group has contractual rights to charge interest on overdue receivables. However, the Group has exposure to credit risk from a limited 
customer group. The Group ensures concentration of credit does not significantly impair the financial assets since the customers to whom the 
exposure of credit is taken are well established and reputed industries engaged in their respective field of business. The credit worthiness of 
customers to which the Group grants credit in the normal course of the business is monitored regularly. The credit risk for liquid funds and 
other short-term financial assets is considered negligible, since the counterparties are reputable banks with high quality external credit ratings. 
The Group’s maximum exposure for financial guarantees is noted in note 24. 
The Group’s management believes that all the above financial assets, except as mentioned in note 12 and 13, are not impaired for each of the 
reporting dates under review and are of good credit quality.  75
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Corporate Governance
Financial Statements
25. Financial risk management objectives and policies continued
Liquidity risk analysis
The Group’s main source of liquidity is its operating businesses. The treasury department uses regular forecasts of operational cash flow, 
investment and trading collateral requirements to ensure that sufficient liquid cash balances are available to service ongoing business 
requirements. The Group manages its liquidity needs by carefully monitoring scheduled debt servicing payments for long-term financial liabilities as 
well as cash-outflows due in day-to-day business. Liquidity needs are monitored in various time bands, on a day-to-day and week-to-week basis, 
as well as on the basis of a rolling 90-day projection. Long-term liquidity needs for a 90-day and a 30-day lookout period are identified monthly. 
The Group maintains cash and marketable securities to meet its liquidity requirements for up to 60-day periods. Funding for long-term liquidity 
needs is additionally secured by an adequate amount of committed credit facilities and the ability to sell long-term financial assets. 
The following is an analysis of the Group contractual undiscounted cash flows payable under financial liabilities at 31 March 2012:
Current Non-current
On demand Within 12 months 1–5 years Later than 5 years Total
Borrowings 14,420,697 67,125,057 13,903,635 95,449,389
Trade and other payables 7,809,652 1,396,701 – 9,206,353
Other current liabilities 239,259 – – 239,259
Total 22,469,608 68,521,758 13,903,635 104,895,001
Capital management
Capital includes equity attributable to the equity holders of the parent and debt. 
The primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order 
to support its business and maximise shareholder value. Objectives include, among others:
 – ensure Group’s ability to meet both its long-term and short-term capital needs as a going concern; and
 – to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk. 
No changes were made in the objectives, policies or processes during the years ended 31 March 2012 and 2011.
The Group maintains a mixture of cash and cash equivalents, long-term debt and short-term committed facilities that are designed to ensure 
the Group has sufficient available funds for business requirements.
The subsidiaries in the Group, when engaged in the business of captive power generation were subject to statutory requirement of maintaining 
the captive consumers’ equity at 26% of the total equity. Apart from the aforementioned requirement, there are no other imposed capital 
requirements on Group or entities, whether statutory or otherwise.
The capital for the reporting periods under review is summarised as follows:
2012 2011
Total equity 131,751,746 151,029,875
Less: cash and cash equivalents (37,876,393) (71,104,280)
Capital 93,875,353 79,925,595
Total equity 131,751,746 151,029,875
Add: borrowings (including buyer’s credit) 70,862,398 50,319,196
Overall financing 202,614,144 201,349,071
Capital to overall financing ratio 0.46 0.40
The Group’s goal in capital management is to maintain a capital-to-overall financing structure ratio as low as possible.  76
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
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Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2012 
(All amounts in £, unless otherwise stated)
25. Financial risk management objectives and policies continued
The Group sets the amount of capital in proportion to its overall financing structure, i.e. equity and financial liabilities. The Group manages the 
capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying 
assets. In order to maintain or adjust the capital structure, the Group may adjust the amount of dividends paid to shareholders, return capital to 
shareholders, issue new shares, or sell assets to reduce debt. 
26. Summary of financial assets and liabilities by category and their fair values
Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are carried in the 
financial statements:
Carrying amount Fair value
2012 2011 2012 2011
Financial assets
Cash and cash equivalents
1
37,876,393 71,104,280 37,876,393 71,104,280
Available-for-sale quoted instruments
4
2,775,628 8,851,675 2,775,628 8,851,675
Restricted cash 4,581,146 2,295,575 4,581,146 2,295,575
Current trade and other receivables
1
17,405,365 8,576,366 17,405,365 8,576,366
Non-current trade and other receivables
2
903,669 6,941,814 903,669 6,941,814
63,542,199 97,769,710 63,542,199 97,769,710
Financial liabilities
Long-term ‘project finance’ loans
3
56,055,498 45,254,398 56,055,498 45,254,398 
Short-term loans
1
6,220,425 4,662,459 6,220,425 4,662,459
LC bill discounting and buyers’ credit facility
1
8,586,475 402,338 8,586,475 402,338
Current trade and other payables
1
7,374,739 10,401,984 7,374,739 10,401,984
Non-current trade and other payables
3
1,396,701 1,231,509 1,396,701 1,231,509
79,633,838 61,952,689 79,633,838 61,952,689
The fair value of the financial assets and liabilities are included at the amount at which the instrument could be exchanged in a current 
transaction between willing parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate 
the fair values. 
1 Cash and short-term deposits, trade receivables, trade payables, and other borrowings like short-term loans, current liabilities approximate their carrying amounts largely due to the 
short-term maturities of these instruments. 
2 Long-term loans and receivables and trade receivables are evaluated by the Group based on parameters such as interest rates, individual creditworthiness of the customer and the 
risk characteristics of the financed project. As of 31 March 2012, the carrying amounts of such receivables, net of allowances, approximate their fair values. 
3 The fair value of loans from banks and other financial indebtedness, financial liabilities at fair value through profit or loss as well as other non-current financial liabilities is estimated by 
discounting future cash flows using rates currently available for debt or similar terms and remaining maturities.
4 Fair value of available-for-sale instruments are derived from quoted market prices in active markets. For investments retained in OPGE and OPGRE, the fair value is based on the 
report from independent valuers. 77
OPG Power Ventures Plc
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Corporate Governance
Financial Statements
26. Summary of financial assets and liabilities by category and their fair values continued
Fair value measurements recognised in the statement of financial position 
The following table provides an analysis of financial instruments that are measured subsequent to initial recognition at fair value, grouped into 
Levels 1 to 3 based on the degree to which the fair value is observable.
 – Level 1 fair value measurements are those derived from quoted prices (unadjusted) in active markets for identical assets or liabilities.
 – Level 2 fair value measurements are those derived from inputs other than quoted prices included within Level 1 that are observable for the 
asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
 – Level 3 fair value measurements are those derived from valuation techniques that include inputs for the asset or liability that are not based 
on observable market data (unobservable inputs).
Level 1 Level 2 Level 3 Total
Financial assets at FVTPL
Non-derivative financial assets held for trading
Available-for-sale financial assets
Unquoted securities 1,393,866 – 1,381,759 2,775,625
Quoted securities – – – –
Total 1,393,866 – 1,381,759 2,775,625
There were no transfers between Level 1 and 2 in the period.
Approved by the Board of Directors on 30 June 2012 and signed on behalf by:
Arvind Gupta   V Narayan Swami
Chief Executive Officer  Chief Financial Officer 78
OPG Power Ventures Plc
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Corporate Directory
Nominated Advisor and Broker
Cenkos Securities Plc
6-7-8 Tokenhouse Yard
London
EC2R 7AS
Financial PR
Tavistock Communications
131 Finsbury Pavement
London
EC2A 7AS
Administrators and Company Secretary
IOMA Fund and Investment Management Limited
IOMA House
Hope Street
Douglas
Isle of Man
IM1 1AP
Auditors
Grant Thornton
Third Floor
Exchange House
54-58 Athol Street
Douglas
Isle of Man
IM1 1JD
Legal Advisors
Dougherty Quinn
The Chambers
5 Mount Pleasant
Douglas
Isle of Man
IM1 2PU
Registrars
Capita Registrars (Isle of Man) Limited
3rd Floor
Exchange House
54-58 Athol Street
Douglas
Isle of Man
IM1 1JD 79
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
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Corporate Governance
Financial Statements
Definitions and Glossary
Act: Isle of Man Companies Act 2006
AGM: Annual General Meeting
Board: Board of Directors of OPG Power Ventures Plc
BHEL: Bharat Heavy Electricals Limited
BOP: Balance of Plant
bps: Basis points
CAGR: Compound Average Growth Rate
CEA: Central Electricity Authority
CIL: Coal India Limited
Company or OPG or parent: OPG Power Ventures Plc
EBITDA: Earnings before interest, tax, depreciation and amortisation
Electricity Act: Indian Electricity Act 2003 as amended
EPC: Engineering, Procurement and Construction
EPS: Earnings per share
FY: Financial Year commencing from 1 April to 31 March
GCP: Group Captive Plant
GDP: Gross Domestic Product
Government: Government of India
Great Britain Pound Sterling or £/pence: Pounds or sterling/pence, the lawful currency of the UK
Group Captive: Group Captive Power plant as defined under Electricity Act 2003, India
Group or OPG: the Company and its subsidiaries
GW: Giga Watt
IAS: International Accounting Standards
IFRS: International Financial Reporting Standards
Indian Companies Act: the Companies Act, 1956 and amendments thereto
LOI: Letter of Intent
KWh: Kilowatt hour
LSE: London Stock Exchange plc
MoU: Memorandum of Understanding
MW: Mega Watt
MWh: Mega Watt hour
O&M: Operating and Management
PLF: Plant Load Factor
PPA: Power Purchase Agreement
PSA: Power Supply agreement
ROE: Return on Equity
Rupees/INR or Rs: Indian Rupee, the lawful currency of India
SEB: State Electricity Board
SPV: Special Purpose Vehicle 
State: State of India
The Code: the UK Corporate Governance code, issued by the Financial Reporting Council
UK/United Kingdom: United Kingdom of Great Britain and Northern Ireland
US$/USD or $: US Dollars, the lawful currency of the US 80
OPG Power Ventures Plc
Annual Report and Accounts 2012
Overview
Business Review
Corporate Governance
Financial Statements
Notes 01 Highlights
02 Our Operations and Projects
04 Market Overview
06 Business Model
08 Key Performance Indicators
10 Chairman’s Statement
36 Corporate Governance 
40 Directors’ Remuneration Report
44  Dir ectors’ Report
46  Statement of Directors’ Responsibilities in Respect of the Accounts
12 Chief Executive’s Statement
16 Maximising Opportunity
18 Continuous Supply
20 Strategic Locations
22 Operational Review
24 Principal Risks
26 Financial Review
30 Responsible Growth
34 Board of Directors
47  Independent Auditors’ Report to the Members of OPG Power Ventures Plc
48  Consolidated Statement of Comprehensive Income
49  Consolidated Statement of Financial Position
50  Consolidated Statement of Changes in Equity
52  Consolidated Statement of Cash Flows
53  Notes to the Consolidated Financial Statements
78 Corporate Directory
79 Definitions and Glossary
Overview Corporate Governance
Business Review Financial Statements
OPG Power Ventures Plc is 
developing and operating 
power plants in India. 
The Company is committed to  
building shareholder value and to  
being the first choice provider of  
reliable, uninterrupted power at 
competitive rates to its customers.  
OPG is listed on the Alternative 
Investment Market of the London 
Stock Exchange (AIM:OPG). OPG Power Ventures Plc Annual Report and Accounts 2012
Delivery and growth
OPG Power Ventures Plc
Annual Report and Accounts 2012
www.opgpower.com
India: 
OPG Power Ventures Plc
No. 6, Sardar Patel Road
Guindy
Chennai – 600 032
India
T: +91 44 4291 1234, 228 
Isle of Man: 
OPG Power Ventures Plc
IOMA House, Hope Street
Douglas, Isle of Man
IM1 1AP
T: +44 (0) 1624 681200