TRANSFORMATIONAL
GROWTH
OPG Power Ventures Plc
Annual Report and Accounts 
2013
Isle of Man: 
OPG Power Ventures Plc
IOMA House, Hope Street
Douglas, Isle of Man
IM1 1AP
T: +44 (0) 1624 681200
www.opgpower.com
OPG Power Ventures Plc Annual Report and Accounts 2013 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).
Strategic Report 
01 Highlights
02 Year under review
04 Market overview
06 Business model
08 Key performance indicators
10 Chairman’s statement
12 Chief Executive’s review
14 Responsible growth
16 Operational review
20 Principal risks
22 Financial review
26 Teamwork
28 Investing in people
32 Board of Directors
Corporate Governance
34 Corporate governance 
38 Directors’ remuneration report
41  Dir ectors’ r eport
44  Statement of Directors’ responsibilities  
in respect of the accounts
Financial Statements
45  Independent Auditors’ Report to the 
Members of OPG Power Ventures Plc
46  Consolidated Statement of Comprehensive 
Income
47  Consolidated Statement of  
Financial Position
48  Consolidated Statement of  
Changes in Equity
50  Consolidated Statement of Cash Flows
51  Notes to the Consolidated Financial 
Statements
75  Corporate Dir ectory
76  Definitions and Glossary
Gujarat site under advanced 
construction 01
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
56
38
22 FY11
FY12
FY13 18
11
10 FY11
FY12
FY13
5.6
4.9
5.0 FY11
FY12
FY13
Highlights
Financial Highlights
 > Revenue up by 46% to £56m (2012: £38m)
1
 > Underlying Rupee revenues up by 63% to 
Rs 4.8bn (2012: Rs 2.95bn)
 > EBITDA up to £17.7m from £11.3m and 
EBITDA margin up to 32% from 29% in 2012
1
 > PBT (pre-exceptional items) up by 50% to 
£13.23m (2012: £8.84m)
1
 > EPS up to 2.48 pence from 0.08 pence in 
2012
1
 > Average tariff realised up by 13% to  
Rs 5.58/kWh from Rs 4.93 in 2012
1
 > £95m invested in projects
 > Cash and cash equivalents of £22.9m and 
gearing of 37%
1 Excluding legacy assets no longer consolidated from December 2011.
Operational Highlights
 > Generating capacity more than doubled
 > Chennai I and II delivered 932m units of 
electricity, up 44% from 2012
 > 77 MW Chennai I and 77 MW Chennai II 
maintained average PLF of 92% and 99% 
respectively
 > 77 MW Chennai II commissioned in 
September 2012, on time and within budget
 > 80 MW Chennai III commissioned in June 
2013, ahead of schedule and within budget
 > 160 MW Chennai IV and 300 MW Gujarat 
projects in advanced construction and on track
 > In-house EPC and operations teams leading 
all activities
 > Extended coal contract for c. 40% of total 
imported coal requirements
32%
+13%
+47%
2.48p
EBITDA margin
Average tariff up 13% 
Increase in revenue
EPS
FY13
1.71
2.13 FY11*
FY12*
2.48
Revenue £m
Earnings per share pence
EBITDA £m
Average tariff realisation Rs/kWh
Pre-exceptional*. 02
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
A transformational period 
Year under review
Q1
Q2
H1: Average tariff realised 
up 18% up to Rs 5.67/kWh 
(H1 2012: Rs 4.80/kWh).
18%
Tariff increase 
Tariff on sales to utility agreed at 
Rs 5.50 until May 2013, up 10% 
from the previous contract. 
77 MW Chennai II construction 
completed
Construction of key equipment and 
balance of plant completed. 
Commenced synchronisation and 
connection to facilities shared with 
Chennai I such as the coal 
conveyor and chimney stack. 
HSE
HSE Committee was established 
to oversee health and safety 
across the Group.
77 MW Chennai II commissioned 
Chennai II was commissioned after 
successful trials and testing of the plant and 
synchronisation of key equipment parts. The 
EPC was done, for the first time, by the 
in-house team and was delivered within 
budget and on time.
160 MW Chennai IV debt closure 
Financial closure was achieved in August 
2012 with the project debt facility agreed 
with a syndicate of Indian banks. The equity 
component of the funding is from internal 
cash generation and the project is funded in 
a 3:1 debt to equity ratio.
Coal contract 
Long-term coal contract for imported coal 
was signed with an existing supplier, a 
leading and reputed supplier in Indonesia, for 
supply until August 2013. The price 
negotiated for this contract was c. 10% lower 
than the previous contract in US$ terms. 
Coal conveyor and stacker at Chennai site
Turbine of completed  
Chennai II 03
OPG Power Ventures Plc
Annual Report + Accounts 2013
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Financial Statements
Q3
Q4
190MW
H2: Increased generation 
capacity by 68%.
77 MW Chennai II commercial  
sales begin 
Stabilisation was achieved within  
30 days by the in-house team as 
compared by 120 days for Chennai I 
and commercial sales were started 
in October 2012. 
80 MW Chennai III construction 
advances  
The 80 MW Chennai III was at an 
advanced stage of construction with 
most of the equipment on-site and 
essential hydro testing of the boiler 
and boxing up the turbine. 
300 MW Gujarat 
Civil works near completion and 
construction for the boiler and 
chimney commences. 
Chennai operations performance 
over 100% 
Accelerated ramp up achieved at  
77 MW Chennai II generating an 
average PLF of 102% for the quarter 
and 99% for the year. 
77 MW Chennai I continued to 
perform at over 90% PLF and 
achieved a PLF of 102% in Q4. 
80 MW Chennai III construction 
completed
80 MW Chennai III plant construction 
was completed in March 2013 by the 
in-house EPC team. The unit was 
commissioned in June 2013 ahead 
of schedule. 
Chennai III near completion 04
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
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Financial Statements
Power sector recovery under way
Market overview
Whilst the demand-supply imbalance strongly underpins the fundamentals of  
the Indian power sector, it has faced challenges on many fronts in the recent past.  
The Government and regulators, pressed by industry players, are taking steps  
to refuel the growth of the sector. 
We have discussed some of the key challenges facing the sector and the recent  
changes below.
Coal availability 
Short supply of domestic coal due to delays in new 
coal blocks permitting
Recent changes and regulatory initiatives
 > Feb–Apr 2012: Coal ministry directs Coal India 
Limited (‘CIL ’) to sign Fuel Supply Agreements (‘FSA’) 
for 80% of assured coal quantity to producers with 
long-term power purchase agreements 
commissioned between 1 April 2009 and 31 March 
2015. 
 > Sep 2012: CIL Board agrees to supply 80% coal of 
which 65% is domestic coal and 15% is imported 
coal at cost-plus basis. CIL also agrees to pay 
penalties of 1.5-40% for shortage in supply.
 > Sep 2012: Coal India to import coal to supplement 
shortfall in domestic production on cost plus basis.
 > Jun 2013: Government allows pass through of 
increased cost to consumers on imported coal 
purchased to substitute domestic coal shortage.
 > Jul 2013: Coal Ministry directs Coal India to sign 
FSAs for capacity aggregating 78,000 MW instead 
of the previously decided 60,678 MW.
 > A fall in import coal prices due to increased global 
supply in the last year has helped, to some degree, 
balance costs against higher imports. 
Infrastructure Investment 
The sector has seen little investment by the public 
sector, in upgrading and expanding facilities 
Recent changes and regulatory initiatives
 > Following the ‘blackout’ in North India, which  
left half the country with no power for two days,  
the Government has stepped up and accelerated 
investment in electricity infrastructure through a 
public/private partnership model under Financial 
Restructuring Package (‘FRP’).
100
300
500
400
200
600
FY2007
Source: Planning Commission & 
Ministry of Coal, Government of India
FY2008 FY2009 FY2010 FY2011 FY2012 FY2013
Indian Coal Scenario – MMT
 
Demand – Power Sector Imports
70
90
110
100
80
120
Global Thermal Coal Indices  (US$/Million tonnes)
 
Jan 12 Mar 12 May 12 Jul 12 Sep 12 Nov 12 Jan 13 Mar 13 May 13
NEWC HBA RB Source: Global Coal
 > With an aim of fast tracking infrastructure 
development, the Prime Minister’s Office has set 
deadlines for steps to implement key projects 
covering sectors like railways, highways and power  
by March 2014. 05
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
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Financial Statements
Tariffs and State Utility financial status 
In the last decade, tariffs have increased marginally 
across Indian States and stayed below purchase cost. 
As a result, utilities have built huge losses 
Recent changes and regulatory initiatives
 > Sep 2012: The Government approved the FRP of 
State Utilities, on the condition that the state utilities 
revise tariffs annually, reduce transmission losses 
and improve infrastructure. 
 > Thus far, State Governments in TN, UP, Haryana, 
AP, Rajasthan, Bihar, Kerala, HP and Jharkhand are 
at various stages of FRP implementation and tariff 
rises were implemented in 24 states in FY13.
Interest rates 
375 bps increase in interest rates from Mar 2010 to  
Oct 2011, leading to increased financial costs for  
power projects 
Recent changes and regulatory initiatives
 > Inflation rate fell to 7% in FY13, from a high of  
c. 11% in previous years, prompting rate cuts  
by the Reserve Bank of India.
 > Apr 2012 & Jan 2013 Interest rate cut: RBI cuts 
Repo rate (lending rate of RBI to banks) and SLR 
(Statutory Liquidity Ratio) by c. 100 bps. 
 > Jun 2012: Relaxation of External Commercial 
Borrowings for infrastructure and power sector 
under approval route for refinancing existing debt. 
 > Reduction in withholding tax on interest on foreign 
borrowing to 5%.
Exchange rates
The Indian Rupee has weakened c. 33% since 2010 
from Rs 45 to Rs 60 in June 2013 affecting all in the 
sector 
Recent changes and regulatory initiatives
 > Rupee impacted by: 
 –  increasing current account deficit due to high 
crude oil and gold imports 
 –  reduced foreign inward investment due to a 
slowdown in reforms/policy leading to an overall 
discouraging outlook and
 –  the Fed’s stance on tapering the financial stimulus. 
 > Sep 2012: The Government announces FDI in retail, 
power trading and aviation.
 > Jul 2013: RBI intervention on gold purchases and 
export earnings repatriation.
2
4
6
8
Source: Tamil Nadu Generation and Distribution Corporation
FY13 FY12 FY11 FY10 FY09 FY08 FY07
Tamil Nadu: Average cost of supply & average.  
Rate of realisation from FY07–FY13
 (Rs/unit)
 
Average cost of supply Average rate of realisation Loss per unit
1.73
0.81
0.45
1.98
2.12
2.39
0.69
2
6
4
10
8
12
Interest rate  (FY13)
 
Apr 09 Nov 09 May 10 Dec 10 Jun 11 Jan 12 Aug 12 Feb 13 Jul 13
Source: RBI, Government of India  
Bank rate % Reverse repo rate % Repo rate %
40
50
60
Jan 12 Mar 12 May 12 Jul 12 Sep 12 Nov 12 Jan 13 Mar 13 May 13
Rs vs US$ Source: RBI, Government of India   Creating shareholder value
Business model
06
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
 Brownf eld and modular expansion
Demand Superior returns
Competitive pricing
 
Coal f exibility
Proximity to ports
Continuous, 
uninterrupted  
power supply
Flexible revenue  
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. 
l
£
 Brownf eld and modular expansion
Responsible growth
Team 07
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Competitive pricing
 
Coal f exibility
Proximity to ports
Our business model is currently 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
Superior returns 
>  Secure best available tariff through 
flexibility of supplying power under  
the flexible revenue 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
l
Competitive pricing 
 > Power is sold to industrial and 
commercial customers and state 
utilities at an attractive price
Coal flexibility 
 > The boilers at our plants have been 
uniquely designed to burn coal 
sourced either domestically (India) 
or imported and can be burnt singly 
or in any mix of the two. 
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
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
Proximity to ports
 > Our principal plants and projects 
are located close to ports which 
allows us to obtain imported coal 
with minimum land logistics
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
£ 08
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
5.6
4.9
5.0 FY11
FY12
FY13
3.19
3.25
3.10 FY11
FY12
FY13
18
11
10 FY11
FY12
FY13
Measuring our progress
Key performance 
indicators
+13%
-2%
32%
Average tariff up 13%
Decrease in per unit cost
EBITDA margin
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 FY13 was Rs 5.58/kWh, 
amongst the highest in the sector.
The cost of fuel is the primary cost input in power plants. 
Cost of generation per kWh decreased marginally to  
Rs 3.19 (FY12: Rs 3.25) due to a decrease in imported 
coal prices offset by an increase in domestic coal costs.
Earnings Before Interest, Taxes, Depreciation and 
Amortisation is a factor of volumes, prices and cost 
of production. This EBITDA 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 
FY13 was £17.7m. (FY12: £11.3m).
Average tariff realisation Rs/kWh
Cost of generation combined for  
Chennai I and II Rs/kWh
EBITDA £m 09
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
+37%
+19%
-24% FY11
FY12
FY13
92%
99% FY13
FY13
92% FY12
75% FY11
Chennai II Chennai I
€95m
+45%
+44%
Invested in projects during the year
Increase in EPS*
Units generated
Gearing is a measure of net debt to shareholders’  
equity plus net debt. The Group has net debt of  
£52.98m (2012: £31.59m) and gearing of 37% (2012: 
gearing of 19%). As development of projects proceeds, 
the gearing increases.
This represents net profit after tax attributable to equity 
shareholders. EPS growth also demonstrates the 
management of our capital structure. In FY13, earnings  
per share was 2.48 pence. 
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. 
FY13
1.71
2.13 FY11*
FY12*
2.48
Gearing %
Earnings per share pence
PLF for Chennai I (on nameplate capacity)  
and Chennai II
Pre-exceptional* Transformational growth
Chairman’s statement
10
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
The Group has grown substantially during the 
period in scale, performance and confidence. 
We have navigated the difficult trading 
conditions that the electricity sector in India,  
in general, has experienced courtesy of our 
flexible business model and through the 
delivery of our projects.
I am pleased to report that these annual results mark 
another year of all round progress in terms of both trading 
and new projects under development. Viewed in the 
context of the variable and mixed performance of the power 
sector in India in general, the consistent record of growth 
and profitability returned by your Company over the last five 
years underscores the soundness of our delivery 
capabilities and of our focus. 
Economic growth in India continues to be a healthy 5%, 
albeit lower than the 6–8 % of the previous years. This 
somewhat reduced growth rate needs to be seen in the 
context of both the current overall economic slowdown 
worldwide and the fact that this country, in the years since 
1980, has not missed a single year of economic growth. 
The power sector in India has achieved much in the last ten 
years in terms of capacity addition but still more remains to 
be achieved. A commendable increase in new capacity of 
115.47 GW (2003–2013) still results in power deficits of 
between 10 and 20% in different states across the country. 
The underlying, structural issue of low tariffs charged by the 
dominant, state owned producers is now being addressed 
in earnest with several state utilities having carried out two 
revisions of tariffs since April 2012. This process of making 
tariff regimes more realistic will ensure both better pricing 
for power suppliers and improved financial health for the 
utilities, factors that will contribute to further growth in 
the sector.
The power transmission system in the country will soon 
operate in a synchronous, seamless mode when the 
southern grid is fully integrated with the rest of the network 
in 2014. This will not only be among the largest in the world, 
supporting a total system throughput of more than 200 GW, 
but will result in a single, integral power market for the 
country as a whole.
In this overall context, the timely realisation of OPG’s 
new projects is of long term importance and I note 
with satisfaction that, in the nine months to June 2013, 
we brought two further plants at the Chennai site into 
generation. Given the progress achieved in the construction 
of both the 160 MW unit at Chennai and the 2 x 150 MW 
units at Kutch, these units should be in revenue within the 
indicated timelines if not somewhat earlier.
Whilst our present focus is on timely commissioning of the 
Chennai 160 MW and Kutch 2 x 150 MW units, further 
growth options, and the timing of these, are under 
continuous review. We believe that the critical mass and 
cash flows to be achieved with a capacity of 700 MW will 
sustain us on this growth path.
It being very much the case that every day is a new day  
in the power business, I must thank the employees  
and management at all levels for their dedication and 
performance which have contributed to the progress of  
the Company. I am equally thankful to my colleagues on  
the Board and to our shareholders who have supported  
us always.
I am pleased to be able to point, in conclusion, to two 
factors that characterise the Company’s performance and 
its trading environment. Firstly, the Group is on course to 
transform into an operator of significant capacity, with the 
two current projects well under way. Secondly, policy 
makers are giving increasing emphasis on addressing some 
of the constraints in the sector such as tariff levels, coal 
availability and transmission throughput. I look forward to 
another year of progress. 
M C Gupta
20 June 2013
M C Gupta
Chairman  11
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
  Plants in operation
77 MW Chennai I
77 MW Chennai II
80 MW Chennai III
25.4 MW Mayavaram
10 MW Waste heat
  Plants in development
160 MW Chennai IV
300 MW Gujarat
OUR OPERATIONS
We are a producer of thermal power 
with a current operating capacity of 
270 MW. A further 460 MW is under 
construction or development with 
all of this capacity scheduled to 
come on-stream by 2014.
 > Listed on AIM
 > One operating asset of 20 MW 
 > Total portfolio of 357 MW under construction
 > Revenue £11.5m in FY2010
 > Outsourced engineering, procurement and 
construction operations
 > Three plants and 270 MW under operation
 > 460 MW under construction
 > Equity funds raised £120m to date
 > Revenue £56m
 > In house design, procurement and 
construction team
 > HSE committee – ISO 14001, OHSAS 18001
2008
MIl ESTONES AchIE vE d 2013
INDIA
Gujarat
Chennai I, II, III, Waste heat
Chennai IV
Mayavaram 12
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Our Company has transformed itself from a 
promising growth story into a strong cash 
generative business with a superior growth  
profile and further potential.
On completion of our fifth year as a listed company I am 
pleased to report that we now have 270 MW of power 
generation assets compared with just 20 MW at the  
time of listing on AIM in May 2008. Over that time our 
Company has transformed itself from a promising growth 
story into a strong cash generative business with a 
superior growth profile and further potential. Our 
earnings at 2.48 pence in 2013 were an all-time high.  
We have commissioned two assets in the last nine 
months thus completing the first major phase of our 
growth programme. Bringing this portfolio of three 
significant co-located assets to a steady state gives  
us the basis on which to deliver further value to our 
customers and shareholders. 
Robust operating and financial performance 
The commissioning of 77 MW Chennai II in September 
2012, load factors of over 90% on both assets and 13% 
higher average tariffs led to a strong performance for  
the year. Underlying revenues in Rupee terms were up 
63% whilst EBITDA margins were firm at 32% and  
we generated our highest earnings per share to date  
of 2.48 pence. 
Our plants performed ahead of expectations and I 
commend our operating team led by our COO, T 
Chandramoulee, for the quick stabilisation and ramp up 
of Chennai II. Further, the team has ensured Chennai I 
and II achieved excellent load factors in spite of an 
extended 25 day shutdown at Chennai I. 
A few days ago we announced the accelerated delivery 
and commencement of commercial operations at 80 MW 
Chennai III. This unit has been commissioned several 
months ahead of schedule by our own in-house team. 
Increased tariffs 
Burgeoning financial losses of the state electricity boards 
triggered a much needed rise in tariffs across India 
during the year. Financial restructuring packages and 
regulatory changes are expected to require regular 
review of tariffs going forward and we have already  
seen more than one round of tariff increases and  
the introduction of Fuel Price Adjustment charges in 
some states. 
Accordingly, as our flexible model allows, we continue  
to supply the bulk of our power to the Tamil Nadu state 
utility on short-term contracts as tariffs are attractive.  
We have recently agreed to supply c. 90% output from 
Chennai I and II until May 2014 and a further 90% output 
from Chennai III until September 2013 at Rs 5.50/kWh. 
Imported coal prices lower but expected to remain 
flat in short-term 
Whilst international coal prices have been lower than the 
prior year by 3%, domestic coal prices increased by 21% 
during the year. As we used a higher quantity of imported 
coal and Chennai II burnt exclusively imported coal our 
overall average unit cost remained flat. This once again 
demonstrated the advantages of our flexible boilers. 
Arvind Gupta
Chief Executive Officer 
Superior growth profile
Chief Executive’s review 13
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
460 MW IN 
AdvANcEd 
cONSTRUcTION
Both of our remaining 
principal projects at 
Chennai and Gujarat 
remain on schedule, to 
achieve commissioning  
in 2014, with civil works 
and foundations largely 
complete at both sites 
and other construction 
activities well progressed. 
Our strategy is to continue to procure imported coal 
through a mix of short and long-term contracts as 
efficiently as possible. 
Our projects
On 29 May 2013 we updated shareholders as to the 
degree of completeness of each of our projects under 
development. We did so in continuation of our strategy to 
adopt an open communication style and to promote an 
understanding of the value we believe to be built in to 
each project. 
Both of our remaining principal projects at Chennai and 
Gujarat remain on schedule, to achieve commissioning in 
2014, with civil works and foundations largely complete at 
both sites and other construction activities well progressed.
Building a strong team
The health and safety of our employees and contractors 
is of paramount importance to us. During the year we 
instituted a formal Health, Safety and Environment  
(‘HSE’) committee which has already led initiatives to 
improve standards and practices at our various sites.  
For instance, our flagship 77 MW Chennai I unit has  
recently been awarded ISO 14001 and OHSAS  
18001 certification.
Our team has gained in experience at all levels from 
development to management with all Engineering, 
Procurement and Construction (‘EPC’) and Operations 
and Maintenance (‘O&M’) principally performed in-house. 
The team has incorporated lessons from each of the 
projects to achieve continuous improvements and 
efficiencies across projects and operations. We are 
proud of our team’s achievements. 
Outlook
We believe the macro environment for electricity 
generation in India is recovering gradually. Forecasts for 
growth in India remain moderate at over 5% in this 
pre-election year. However, even at moderate growth 
levels, taken over a two to three year time horizon we see 
recent trends in the electricity generation sector as 
unstoppable – namely supply shortages in most parts of 
the country and the recognition amongst policymakers 
that power must continue to pave the way for both 
industrial growth and improvements in living standards. 
Accordingly over that same time period we do anticipate 
tariffs to rise gradually, more new capacity (thermal and 
renewable), and minor improvements in domestic fuel 
supplies accompanied by measures to moderately 
improve the investment climate for Indian infrastructure. 
As a result we believe the 460 MW second phase of our 
asset delivery programme to be well-timed as industry 
conditions should further stabilise and our priorities 
during the coming months are therefore to maximise our 
existing operations, de-risk the final elements of the 
project portfolio and evaluate our further growth strategy. 
Arvind Gupta
Chief Executive Officer
20 June 2013 14
OPG Power Ventures Plc
Annual Report + Accounts 2013
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Financial Statements
Our business reflects our core values and us striving for excellence in management.
The Company has transformed from 
a developer to an operator with three 
plants in generation
20 MW
2008
OPG’s operating capacity has increased c. 14 times 
since IPO from 20 MW to 270 MW in operation. 
Chennai I was commissioned in August 2010 followed 
by 77 MW Chennai II in September 2012 and 80 MW 
Chennai III in June 2013. 
The Group has increased its portfolio from 357 MW at 
the time of IPO to 742 MW today.
Capacity 
The Group has gained signif cant experience 
in developing and operating projects in the last f ve 
years. From outsourcing its Engineering, Procurement 
and Construction (‘EPC’) for Chennai I, today the Group 
has its own team which oversees the project from 
planning to commission and to their credit have 
delivered Chennai II on time and Chennai III ahead  
of schedule. 
The EPC team is managing the two bigger projects, 
300 MW Gujarat and 160 MW Chennai IV with over 
1,000 contractors on the ground in both locations  
and several suppliers. The project construction 
activities are on track and expected to commission  
as scheduled. 
Capability – Projects 
Responsible 
growth
Transforming through 15
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Our business reflects our core values and us striving for excellence in management.
2013
270 MW
With 270 MW in operation and generation on  
c. 1bn units, the operations team has been working 
continuously to improve operating effciencies and 
parameters. As with the EPC, the Operations and 
Management (‘O&M’) was managed by a third party 
initially for Chennai I and is now managed by our  
own team. 
We managed to ramp up Chennai II to c. 100%  
PLF within six months of commissioning and have 
consistently achieved an average PLF of over 90%.  
In addition, both Chennai I and II plants have achieved 
industry lows of auxiliary power consumptions  
since commissioning. 
The Chennai plants have been awarded the ISO 14001 
certifcate in May 2013. 
Capability – Operations 
The Company has transformed from a developer to an 
operator with three plants in generation. Our revenues 
have multiplied f ve times to £56m from £11.5m in FY10 
and EBITDA has grown 250% in the same period to 
£17.7m, outperforming our peers in the Indian power 
sector in diff cult trading times. We have built a strong 
f nancial base and delivered a growth of seven times  
in EPS of 2.48 pence in FY13. We remain focused in 
creating shareholder value through our superior 
business model. 
Financial
core 
value 16
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Robust performance
Operational review
Operational and project highlights
 > Operating capacity up 72% from 113 MW 
to 190 MW at 31 March 2013
 > FY13 generation of 932 million units up 
44% (FY12: 648 million units)
 > Both plants performed ahead of 
management expectations with over 90% 
PLF for the year as a whole and exceeding 
100% in Q4 FY13
 > ISO 14001 & OHSAS 18001 process 
completed and awarded to Chennai 
operations in May 2013
 > 80 MW Chennai III commissioning in June 
2013, ahead of schedule
 > 160 MW Chennai IV c. 50% of civil works 
foundation completed; boiler and chimney 
construction c. 10% complete; project on 
track for commissioning in FY15
 > 300 MW Gujarat c. 80% civil works and 
foundation completed and boiler and 
chimney construction significantly 
advanced; project on schedule for 
commissioning in FY15
Chennai I – 77 MW
During the year, the Chennai I plant achieved a PLF of 
92% ahead of our budgeted levels. Utilisation factor, 
which is the average PLF achieved based on available 
days, was 102.3% in FY13 as compared to 100.7% 
in FY12. Availability and, as a result, overall PLF was 
marginally lower compared to FY12 despite a 25 days 
shutdown in June for planned maintenance of Chennai I 
and connection of common facilities to Chennai II. 
Generation 
The team improved efficiencies across other operating 
parameters which is demonstrated by the reduction in the 
secondary fuel oil consumption in FY13 to 0.846 ml/kWh 
(FY12: 1.015 ml/kWh), which is below the Central Electricity 
Regulatory Commission, India operating norms of  
1 ml/kWh. Further, the plant heat rate reduced by c. 4% 
showing an improved thermal performance, resulting in 
lesser per unit consumption of coal for Chennai I.
Chennai II – 77 MW
The Company announced its successful commissioning 
of 77 MW Chennai II plant in September 2012. Chennai II 
was delivered on schedule and within budget, despite the 
increase in interest rates during the construction period. 
The new plant is a twin of the Chennai I 77 MW plant on 
the same site and shares some common infrastructure 
and operational personnel. 
The plant achieved stabilisation within 30 days, (120 days 
for Chennai I) and achieved a PLF of 99% in the year 
ended 31 March 2013. Chennai II has set benchmarks in 
certain operating parameters like auxiliary power 
consumption. 
Chennai III – 80 MW
The Company announced its successful commissioning 
of 80 MW Chennai III plant in June 2013. The plant 
achieved stabilisation within seven days, exceeding the 
industry benchmark. The Chennai III plant has been 
delivered ahead of schedule and within budget. Chennai III 
plant is a replica of the Company’s existing 77 MW 
Chennai I and II plants and OPG is expected to benefit 
from lower unit costs of production from the shared 
common infrastructure and operational personnel. 
The Company announced its successful commissioning  
of 77 MW Chennai II power project in September 2012. 
Chennai II was delivered on schedule and within budget, 
despite the increase in interest rates during the construction 
period. Chennai III delivered ahead of schedule in June 2013.  17
OPG Power Ventures Plc
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Corporate Governance
Financial Statements
PERfORMANcE 
ExcEllENcE
Both plants performed ahead of 
management expectations with over 
90% PLF for the year as a whole and 
exceeding 100% in Q4 FY13
Operations
 Asset Generation (mn units) Availability % Plant load factor %
FY13 FY12 FY13 FY12 FY13 FY12
 Chennai I 617
1
648 89 95 92 96
 Chennai II 315 N/A 96 N/A 99 N/A
 Total 932 648
1 5 day shutdown taken in June 2012 for planned maintenance and connection of Chennai II to common facilities.
90%
Average PLF for the year 18
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
The continued progress and improved performance 
once again demonstrated the capabilities of the in-house 
team. In addition, Chennai I, II and III has during the 
year obtained ISO 14001 certification for environmental 
practices and OSHAS 18001 for occupational health 
and safety. 
Projects
Chennai IV – 160 MW
During the year, construction was started on this site and 
progressed steadily in line with the project schedule. As 
at 31 March 2013, about 50% of the civil works was 
completed with foundations for major equipment including 
Boiler, Electro-Static Precipitator (‘ESP’) and Air Cooled 
Condenser (‘ACC’) were under way. Chimney construction 
was commenced. Equipment order was completed and 
delivery commenced in Q4 FY13. In June 2013 boiler 
erection was commenced. 
The project is fully financed and has all approvals in 
place. EPC for the Balance of Plant (‘BoP’) is being done 
by our in-house team. This plant will also benefit from 
shared facilities with Chennai II and III, such as power 
evacuation facility, coal handling and storage, water 
treatment plant, all of which have already been 
completed. The plant is expected to commission in FY15. 
Gujarat – 300 MW
Significant progress has been made on the Gujarat site 
during the year. Project civil works, including those for 
boiler, ESP , TG Hall, TG Deck, BoP are at an advanced 
stage. The project has achieved a number of major 
milestones including completion of the 220 metre chimney 
shell concreting, lifting of boiler steam drums for both the 
150 MW units and erection of the Unit I generator stator. 
By June 2013, approximately 75% of boiler, turbine, 
generator components were utilised in erection at site. 
Air-cooled condenser and coal handling plant erection 
works have also begun. 
The Gujarat site has developed and implemented a 
comprehensive construction safety system, as detailed 
in the sustainability report. 
The Gujarat 2 x 150 MW project has received all 
clearances and is fully funded. The plant is expected 
to commission in FY15. 
Operational review continued
Project Development
Gujarat Completed
Mostly 
completed
Significantly 
advanced
Chennai IV Completed
Mostly 
completed
Significantly 
advanced
Chennai III Completed Completed Completed Completed
Project 
Milestones
Financing
Civil works & 
Foundations
Chimney & 
Boiler related 
construction
 Testing &
commissioning 19
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
STRONg OPERATIONAl 
cAPAbIlITIES
Chennai II stabilisation  
achieved within one month  
of commissioning
932m
Units generated 20
OPG Power Ventures Plc
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Strategic Report
Corporate Governance
Financial Statements
Continual assessment
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 will 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, 
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 overruns 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
 > Developed strong and well experienced 
in-house EPC team to deliver the projects  
on time
Project Finance The development of power plants is a capital intensive 
business and the Group’s projects require access to both 
equity and debt markets.
Terms of debt funding/Interest rates may change.
 > 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
 > Exploring new relationships in debt markets to 
ensure optimum debt funding terms 21
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
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
 > There is a formal committee responsible for 
health, safety and environmental issues at 
Board level is under consideration
 > Board committee for HSE monitors the key 
parameters and develops comprehensive 
policies for ongoing management  
and mitigation
 > 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
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 raw material is purchased in US Dollar. 
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 22
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Strong results
Financial review
The following is a commentary on  
the Group’s financial performance  
during the year. 
Income statement
Year ended 31 March (£m) 2013
% of 
Revenue 2012
1
% of
Revenue
Revenue 56.19 38.48
Cost of revenue (excluding depreciation) (33.25) (25.54)
Gross profit 22.94 41% 12.94 34%
Other income 0.72 1.51
Distribution, general and administrative expenses (Excluding depreciation, 
employee stock option charge, expenditure during the period on 
expansion project, electricity consumption tax relating to prior years) (5.92) (3.15)
EBITDA 17.74 32% 11.30 29%
Depreciation (1.56) (1.05)
Net finance costs (Excluding charge on de-consolidated investments) (2.95) (1.41)
Income from continuing operations (before tax
non-operational and/or exceptional items) 13.23 24% 8.84 23%
Expenditure during the period on expansion projects (0.61) (0.63)
Employee stock option charge (0.97) (1.45)
Electricity consumption tax relating to prior years – (0.14)
Charge on de-consolidated investments (1.11) (4.82)
Profit before tax 10.54 19% 1.8 5%
Taxation 1.71 1.52
Profit after tax 8.83 0.28
1 Excluding Legacy Assets, i.e., OPG – 25.4 MW & OPG – 10 MW, with effect from 1 December 2011.
Revenue
OPG revenue has increased by £17.71m, reflecting a 46% growth year-on-year, on account of a full year contribution 
from 77 MW Chennai I and nearly six months contribution from 77 MW Chennai II and a 13% increase in tariff to 
Rs 5.58/kWh from Rs 4.93/kWh in FY12. Underlying Rupee revenues increased by 63%. 
Production and output levels from the Group’s operating power plants compared to the prior year were as follows:
Particulars FY13 FY12 % Change FY13 FY12
Generation (million units) PLF (%)
Chennai I 617 648 (5)% 92 96
Chennai II 315
1
N/A N/A 99 N/A
Total 932 648 44%
1 Commissioned on 10 October 2012.
Mr V Narayan Swami
Finance Director 23
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Gross Profit
Gross profit (‘GP’), excluding depreciation in 2013 was £22.94m (£12.94m in 2012). GP is driven mainly on account of 
the 173 days operation of Chennai II (77 MW) plant and also due to a higher realisation of tariff and to an extent offset 
by the lower generation by Chennai I (77 MW) plant. 
Cost of revenue was 59% of revenue in FY13 lower from 66% in FY12. Over 90% of the costs of revenue are fuel 
costs i.e. coal. The average factory gate costs for Indian coal increased 21% while Indonesian coal costs decreased 
by 3%. The table below shows the price and blend of Indian and Indonesian coal consumed in FY13 and FY12 for 
Chennai I. Chennai II burnt imported coal during the year.
Average factory gate price (Rs/mt)
Financial year Indian coal Indonesian coal
Blend % 
Indian: Indonesian
Weighted average 
cost (Rs/mt)
FY13 2,817 3,807 37:63 3,441
FY12 2,331 3,940 36:64 3,361
Change % 21% (3%) 2%
EBITDA
Earnings Before Interest, Taxation, Depreciation & 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. 
EBITDA was £17.7m in FY13 up from £11.3m in FY12 and EBITDA margin up to 32% from 29% in 2012. 
STRONg cASh 
gENERATION
OPG revenue has 
increased by £17 .71m, 
reflecting 46% growth 
year-on-year 24
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Profit before tax (‘PBT’) (£m) OPG PG
Non- 
operating
entities
1
Total
PBT 2012–2013 11.52 (0.98) 10.54
PBT 2011–2012 2.70 (0.90) 1.80
Increase/(decrease) in PBT 8.82 (0.08) 8.74
Reconciliation
Increase in GP 10.0
Reduction in charge on de-consolidated investments 3.71
Reduction in employee stock option charge, expenditure on expansion projects 
and prior year electricity consumption tax 0.64
Increase in net finance cost (1.54)
Increase distribution, general and administrative expenses (2.77)
Reduction in other income (0.79)
Increase in depreciation (0.51)
Increase/(decrease) in PBT 8.74
1 Includes: 
a) OPG S Power Gujarat Pvt Ltd, India, b) Gita Power & Infrastructure Pvt Ltd, India 
c) Caromia Holdings Ltd, Cyprus d) OPG Power Ventures Plc, Isle of Man
Taxation 
The Group consolidated PBT at £10.54m is after charging £1.11m towards adjustment in the carrying value of the 
legacy plants and £0.97m 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 £12.62m.
Expenditure on projects
This relates to expenses incidental to projects under construction. These expenses in 2013 were £0.61m in (FY12 £0.63m).
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.
Profits after tax
Profits after tax have increased by £8.55m from £0.28m in 2012 to £8.83m in 2013. 
Property, plant and equipment
Property, plant and equipment has increased by £89.47m, 96.2% year-on-year growth, mainly reflecting the 
capitalisation of 77 MW Chennai II plant and the increase in capital work in progress on account of additional power 
plants in Chennai and Gujarat.
Other non-current assets
Other non-current assets have decreased by £1.60m by 50.7% year-on-year primarily as a result of decrease in the 
fair value of the investments made in the de-consolidated assets.
Trade receivables (£m) FY13 FY12
Receivables from sales of power 32.24 14.71
Other receivables 2.57 2.70
Total 34.81 17.41
As at 20 June, all amounts invoiced prior to March 2013 have been collected.
Financial review continued 25
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Current assets
Current assets have decreased by £3.04m to £114.38m year-on-year primarily as a result of the following: 
 > Reduction in the cash and cash equivalents by £14.97m due to the increase in investments made in the 
Gujarat and additional Chennai power plants; 
 > Increase in trade receivables by £17.40m; and
 > Decrease in other assets by £5.48m.
Current liabilities
Current liabilities have increased by £24.34m primarily on account of the increased bank borrowings and 
buyers credit.
Other non-current liabilities
Other non-current liabilities have increased by £50m primarily on account of increase in bank borrowing to meet  
the capital project expenses.
Gearing
Net borrowings (borrowings net of cash and cash equivalents) increased by £52.98m on account of capital 
expenditure on projects. Gearing ratio was 37%. The table below shows the investment in the projects under 
development and the total amount spent in both equity and debt up to 31 March 2013. 
Cumulative outlays during the year on projects under construction
  
Project investment (£m)
160 MW 
Chennai IV
300 MW 
Gujarat 
As at 1 April 2012 1.3 34.7
During the year 16.8 60.3
As at 31 March 2013 18.1 95.0
Cash flows 
Operating cash flow increased from £12.26m in 2012 to £18.10m in 2013, an increase of £5.84m, or 48%. The 
increase is primarily due to the increased profit before tax.
Movements (£m) FY13 FY12
Operating cash 18.10 12.26
Tax paid (2.24) (0.53)
Change in working capital assets and liabilities 32.97 (7.61)
Net cash generated by operating activities 48.83 4.12
Purchase of property, plant and equipment (net of disposals) (94.80) (71.35)
Other investments (0.47) 1.86
Net cash used in investing activities (95.27) (69.49)
Net Interest paid (5.03) (4.82)
Total cash change before net borrowings (51.47) (70.19) 26
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
20 people
2008
 > Health, Safety and Environment Committee 
established to develop, implement and oversee 
health and safety culture across the Group;
 > Introduction of incident/accident reporting systems 
and roll out of new standards to contractors;
 > An on-site dispensary and 24/7 ambulance;
 > Mandatory health checks for all employees;
 > Chennai site awarded OHSAS 18001/2007  
for its occupational health and safety  
management system.
Health and safety
 > Chennai site awarded ISO 14001 certif cation for  
the development of environmental management 
systems;
 > Work continues to obtain the Indian Green Building 
Certifcate for Chennai site;
 > Implementation of a total ban on plastic and 
non-biodegradable substances on all power plant 
premises.
Environment
T eamwork
Transforming through 27
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
2013
300 people
 > Continuation of programme of employee 
consultation on issues impacting Group 
performance;
 > Continued commitment to promoting equal 
opportunities for all employees;
 > Operational responsibility for management of power 
plants brought in-house, facilitating a widening of 
opportunities for employees; and
 > Expansion of engineering graduate training 
programme.
People
 > Completing two years of vocational training 
programme at Kutch plant empowering 40 local 
women to contribute to their village economies;
 > Launch of ‘Happy Villages Initiative’ in collaboration 
with Rotary Kilpauk – adopting villages close to 
Chennai site 
 > Primary healthcare centre opened at local village 
Sitha Raja Kandigai treating 50 people everyday; 
second centre at the Periya Obulapuram village due 
to open shortly;
 > Contribution to improving the infrastructure in SR 
Kandigai and support for local disabled residents; 
and 
 > Continued provision of educational assistance for 
local communities benef ting 925 children, with 
targeted help for poorer families and initiatives to 
promote education for girls.
Communities
core 
value 28
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Sustainable commitment
Investing in people
The Board established a Health, Safety and Environment 
Committee (‘HSE Committee’) during the year, to develop, 
implement and oversee a health and safety culture across 
the Group and to assist the Board and management in its 
drive towards achieving and maintaining industry-leading 
performance in these areas. 
Health and safety
The health and safety of our employees and contractors 
is of paramount important to us and 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.
As a key step in this direction, the Board established a 
Health, Safety and Environment Committee (‘HSE 
Committee’) during the year, to develop, implement and 
oversee a health and safety culture across the Group 
and to assist the Board and management in its drive 
towards achieving and maintaining industry-leading 
performance in these areas. The HSE Committee will 
assist the management to identify all key issues and 
implement appropriate corrective action to achieve 
compliance and raise performance where required.
The HSE Committee comprises a Board member, Mike 
Grasby, as Chairman, together with Mr T Chandrmoulee, 
(COO) and senior executives and safety and environment 
officers from all units. The HSE Committee met twice 
during the year under review and undertook the  
following initiatives:
Safety 
 > Introduction of incident/accident reporting formats; 
 > Carried out a base line audit with the assistance of an 
independent consultant; 
 > Evaluated existing safety practices and recommended 
corrective action plans and procedures in accordance 
with international standards; 
 > Communicated to all contractors, especially the civil 
contractors working on the projects under 
development, the standards to be followed for worker 
safety; and
 > Standardised a contractor safety compliance 
checklist to be included as part of every subsequent 
work and supplier contract. 
Health 
 > Started an on-site dispensary with a general 
practitioner available for two to three hours daily and 
in emergencies as necessary; 
 > Ambulance made available in plant 24/7; and
 > Introduced mandatory periodic health checks for all 
employees in areas exposed to dust and coal.
We achieved a key milestone in this area by being 
awarded the OHSAS 18001 certificate in May 2013 for 
the OPG Chennai site having successfully completed the 
process initiated in the year under review. OHSAS 18001 
is a standard used for an occupational health and safety 
management system, which enables an organisation to 
control its risks and improve its performance in this area. 
The standard provides a systematic approach to 
identifying hazards and then either eliminates or reduces 
the risks of the hazards.
The Committee discussed and intends in the following 
year to adopt a global reporting format, to enable the 
Group to benchmark its safety standards, accidents and 
near misses. As part of this process, a comprehensive 
health and safety policy will be adopted and 
communicated to all employees, suppliers, contractors 
and visitors to OPG plants. 
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 performance to minimise 
any deviations. 
In May 2013, the OPG Chennai site successfully obtained 
the ISO 14001 certification, completing the process initiated 
in the previous year. ISO 14001 specifies requirements for 
an environmental management system to enable an 
organisation to develop and implement policies and 
objectives with respect to the environment. Post 
implementation of comprehensive environment 
management systems, the Company is continuing to 
develop further processes and systems to obtain the Indian 
Green Building Certification (‘IGBC’) for the Chennai site. 
Our plants are compliant with all applicable regulations and 
operate within the parameters specified under law.
Further, the Board understands that its approach to 
addressing the issue of global warming and reducing 
carbon emissions is important to the Group’s future  29
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
IMPROvINg 
hEAl Th ANd 
SAfETy OPG started an on-site 
dispensary with a general 
practitioner available daily. 
An ambulance was also 
made available in plant 24/7 . OUT IN THE FIELD
competitiveness. The Group has therefore registered 
under the United Nations Framework Convention on 
Climate Change and is 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.
Green initiatives 
We have taken the lead by being the first power plant 
in Tamil Nadu to have a realtime display of all key 
environmental parameters at the plant boundary of the 
Chennai site and this will also be implemented at the 
Gujarat site when this plant commences operations. 
The Group has implemented a 100% ban of plastic and 
non-biodegradable substances in the power plant 
premises. At both premises, the Group has a fully 
covered coal shed to manage coal and dust dispersion 
in the surrounding areas. 
During the year, in keeping with the initiatives at the 
Chennai site, OPG planted 10,000 saplings within and 
outside the Gujarat site premises. Our dedicated staff 
continues to nurture and care for these trees on a 
continual basis. In keeping with our Green Belt 
Development Programme, further saplings will be 
planted within the premises in the coming year. 
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. 30
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Investing in people continued
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 Group, but day-to-day operational 
responsibility, which had in previous years been 
delegated to an external contractor, was taken over by 
an experienced in-house team assembled specifically 
for this purpose and trained in best practices. Thus, at 
the sites there has been a significant change from the 
practice adopted previously 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 an external 
contractor. This organisational shift is a key change 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. 
Additionally the Group is recruiting graduate engineering 
trainees and providing them with a comprehensive six 
month on-site training programme. This will ensure that, 
as the Group grows, adequate well trained and 
competent personnel are available for in-house 
operations and project development. 
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.
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.
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 and to undertake 
programmes on a needs-based assessment.
OPG outreach
We are proud to report that OPG Outreach, launched in 
July 2011 near our Kutch site, has now completed two 
successful years and in the year under review has been 
expanded to the Chennai site as well. During this year, 
at the existing vocational training facilities in Kutch, 40 
women have completed the training programme and 
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. Going 
forward, we expect this programme to continue 
successfully for a number of years, empowering the local 
women and contribute greatly to the socioeconomic 
development of the surrounding community. 
During the last year, OPG Outreach in collaboration 
with Rotary Kilpauk, is participating in the ‘Happy Villages 
Initiative’, under which OPG has agreed to adopt and 
develop two to three villages in the immediate vicinity 
of the Chennai site, with the support and experience of 
Rotary Kilpauk. Rotary and OPG have jointly undertaken 
a total needs evaluation of the villages Peria Obulapuram, 
Chinna Obulapuram and SR Kandigai in Gummdipoondi 
Taluk. Under this collaboration OPG has, as a first 
step, agreed to sponsor, develop and maintain the 
following initiatives: 
(i) Free primary health care centres: 
In April 2013 the first centre was successfully opened 
at Sitha Raja Kandigai, and is currently staffed by a 
doctor and nurse for between five and six hours a day. 
The centre is serving the medical requirements of 
the residents of five nearby villages and provides 
consultation and treatment to approximately 50 people 
everyday. The entire centre, with all the requisite 
medical facilities and equipment, was built by the OPG 
Outreach team. 
A second healthcare centre is under construction at the 
Periya Obulapuram village and we fully expect it to be 
operational in the coming year. A free ambulance service 
catering to these two centres should also be operational 
in the coming year. OPG is confident that both these 
centres and their associated facilities will provide much 
needed basic care and medical aid to the communities 
around the OPG power plant. 
Other than the centres, regular specialised medical 
camps were also organised for diabetes, 
ophthalmological treatment etc.  31
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(ii) Helping hands 
OPG Outreach identified the requirements of 25 
physically disabled residents in the vicinity and as part of 
Rotary’s Helping Hands Initiative provided hearing aids, 
wheelchairs and tricycles. 
(iii) Improving basic infrastructure
As the community does not have the benefit of 100% 
rural electrification, 260 families in SR Kandigai were 
provided with solar lanterns. 
To rehabilitate a drinking water source (village pond) OPG 
worked with the District Collector’s office and provided 
substantial sponsorship and co-operation. In addition, as 
an ongoing effort to provide clean and safe drinking 
water, OPG is in the process of installing Reverse 
Osmosis plants by connecting them to local water tanks 
and main drinking water sources. 
In continuation with this public infrastructure 
development, OPG plans in the following year to assist in 
construction of individual toilets to ensure adequate 
sanitation facilities are available for all members of the 
local community. 
The OPG Gujarat team with the local panychayat has 
constructed a short road connecting a nearby 
neighbourhood with a temple, which is a gathering point 
for this community. The road runs parallel to the OPG site 
and ensures that everyone has safe access at all times to 
the temple. 
(iv) Educational aid
OPG, following its belief that education is the way forward, 
has continued to provide educational assistance to 
children in our local communities. As a yearly concern, 
925 school children belonging to the villages Periya 
Obulapuram, Chinna Obulapuram, Kayalarmedu, SR 
Kandigai received full school supplies (uniforms, books, 
etc) for the entire year before the commencement of the 
school year. 35 children from families living below the 
poverty line are also granted annual school fees to ensure 
that lack of funds does not preclude their advancement. 
As part of OPG Outreach, a strong awareness 
programme has been developed to promote education 
for girls. To support this, from this year forward, the 
Group has started a sponsorship programme in higher 
secondary education at a reputed private school. Under 
this scheme, three girls will be selected every year based 
on academic background and economic needs. 
ENgAgINg WITh 
cOMMUNITIES
During the last year, OPG 
Outreach in collaboration with 
Rotary Kilpauk has agreed to 
adopt villages in the immediate 
vicinity of the Chennai site. OPG, 
as a first step, agreed to sponsor, 
develop and maintain them. 32
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A well balanced team
Board of Directors
Mr M C Gupta
Independent  
Non-executive Chairman
Mr Arvind Gupta
Managing Director and  
Chief Executive Officer 
Mr V Narayan Swami
Finance Director 
Mr M 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 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.
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.
Audit Committee
Remuneration Committee
None None
Background Background Background
Committee memberships Committee memberships Committee memberships 33
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Remuneration Committee
Audit Committee
Remuneration Committee
HSE Committee
Audit Committee
Remuneration Committee
Mr P Michael Grasby
Independent Non-executive Director
Mr Ravi Gupta
Non-executive Director
Mr Martin Gatto
Senior Independent 
Non-executive Director
Mr 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 experience of power 
company directorships in the Czech 
Republic, Portugal, Turkey and 
Pakistan. Mr Grasby was also 
formerly a Non-executive Director of 
Drax Plc where he chaired the Health 
and Safety Committee and sat on the 
Audit, Remuneration and Nominations 
Committees. He retired from the Drax 
Board in April 2011.
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.
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. 
He is a graduate of Brunel University 
and is a Fellow of the Chartered 
Institute of Management Accountants.
He is also the chairman of Medico-
Dental Holdings Limited, a chain of 
dental practices under the Centre for 
Dentistry brand.
Background Background Background
Committee memberships Committee memberships Committee memberships 34
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Financial Statements
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 Group has grown substantially against 
a background of difficult trading conditions within the electricity 
generation sector. With its flexible business model, increased cash 
generation and pipeline of projects, the Board considers the Group 
to be well placed to deliver further growth for its shareholders. 
Against this background, the Board continues to evaluate the 
balance of skills, experience, independence and knowledge to 
enable it to discharge its responsibilities effectively. The Board has 
taken a number of steps to comply with the Code with a view to 
achieving full compliance in all material respects. The Board notes 
the following areas of non-compliance with the Code with 
comments on each as appropriate:
1. Schedule of Matters Reserved (A.1.1)
The Board will in due course adopt 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 to report relevant matters to the Board for its 
consideration and approval. The ExCo met nine times during the last 
year and anticipates meeting monthly going forward.
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 further 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 Code requires the Non-executive Directors, led by the Senior 
Independent Director, to meet without the Chairman to appraise 
the Chairman’s performance. The Board will consider the issue of 
evaluation, including evaluating the performance of the Chairman,  
in due course. 
4. Nominations Committee (B.2.1) 
The Board will at an appropriate time establish a Nominations 
Committee. 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. As and when a Nominations Committee is 
appointed, compliance with those provisions of the Code relating 
to this committee will be considered further. 
5. Evaluation (B.6) 
As noted above, the Group continues to grow. The Board will, 
therefore, continue to evaluate the balance of skills, experience, 
independence and knowledge required to ensure that its 
composition is appropriate to the Group’s size and complexity. At 
the appropriate time, the Board will give further consideration to 
the issue of evaluating its performance and that of its principal 
committees and the individual Directors.
Corporate governance 35
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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.
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. M C 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 32 to 33 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. Informal 
procedures are in place for Directors to take independent 
professional advice at the Company’s expense although these are 
not currently set down in writing.
The Company maintains Directors’ and officers’ liability insurance 
and indemnity cover, the level of which is reviewed annually.
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, 
Arvind Gupta and V Narayan Swami will offer themselves for 
re-election at the AGM on 30 September 2013.
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 is 
available to 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 UK Corporate Governance Code. 36
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BOARD COMMITTEES
Audit Committee
The members of the Audit Committee are M C 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 
practice, 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 considered the following matters during the 
year under review:
 > Reviewing the integrity of the Group’s preliminary and half year 
results announcements and any other formal announcement 
relating to its financial performance; and
 > The de-consolidation of OPG Energy and OPG Renewable 
Energy with effect from 30 November 2011 on the grounds that 
the Group held only minority interests in both these operations.
Remuneration Committee 
The Remuneration Committee currently consists of M C Gupta, 
Martin Gatto, Michael Grasby and Ravi Gupta. Ravi Gupta is not 
present when any remuneration matter relating to the Chief 
Executive, Arvind Gupta (his brother) is discussed. 
The primary duty of the Remuneration Committee is to determine 
and agree with the Board the framework or broad policy for the 
remuneration of the Executive Directors and such other members 
of the executive management team of the Group as is deemed 
appropriate. The remuneration of the Non-executive Directors is 
a matter for the Chairman and 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 38 to 40.
The Remuneration Committee considered the following matters 
during the year under review:
 > The Committee mandated an external agency to review the 
remuneration policies of the Group and recommend additional 
schemes and policies to align the remuneration of the senior 
management and Executive Directors with the business and its 
growth. This is required to support the Company’s strategy, 
as our approach to remuneration incentives etc have not 
undergone any change since the IPO in May 2008. 
 > Executive Directors’ salaries. Full details are included in the 
Directors’ Remuneration Report on pages 38 to 40.
Corporate governance continued
Board performance 
As noted above, the Board will in due course consider the most appropriate methodology for evaluating its performance and that of its 
principal committees and the individual Directors.
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
V Narayan Swami 4 4 N/A N/A N/A N/A
M C Gupta 4 3 2 2 1 1
Martin Gatto 4 4 2 2 1 1
Michael Grasby 4 4 2 2 1 1
Ravi Gupta 4 3 2 2 1 1
Number of meetings held during the year 4 2 1 37
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Financial Statements
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 Board has instructed its newly-formed ExCo to be a leading 
part of its process to identify, evaluate and manage the significant 
risks the Group faces and which is in accordance with the current 
guidance on internal control. 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 20 to 21.
Assurance
Grant Thornton has been auditor for the Group for the last three 
years. The Audit Committee reviewed the auditor’s independence 
and effectiveness and concluded that Grant Thornton remained 
independent within the meaning of regulatory and professional 
requirements and that its independence had not been impaired. 
The Committee considers that, at this stage in the Group’s 
development, it is often 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.
Going concern 
A statement on the Directors’ position regarding the Company as 
going concern is contained on page 42.
Shareholder relations and the Annual General Meeting
The Chief Executive, Senior Independent Director and Finance 
Director met with a number of key investors during the year.
The Chairman is primarily responsible for ensuring the effective 
communication of shareholders’ views to the Board as a whole. 
Board members keep abreast of shareholder opinion and discuss 
strategy and governance issues with them as appropriate. 
The Annual General Meeting of the Company provides 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 20 working 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. 38
OPG Power Ventures Plc
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Financial Statements
Directors’ remuneration report
Introduction
This report sets out information about the remuneration of the 
Directors of the Company for the year ended 31 March 2013. 
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 Conduct Authority’s Listing Rules. 
Remuneration Committee
The members of the Remuneration Committee are M C Gupta 
(Chairman), Martin Gatto, 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 determine and agree with the 
Board the framework or broad policy for the remuneration of the 
Executive Directors, senior managers and such other members 
of the executive management team of the Group as is deemed 
appropriate. The remuneration of the Non-executive Directors is a 
matter for the Chairman and the executive members of the Board. 
The principal responsibilities of the Committee include:
 > Assessing and setting compensation levels for Directors and 
senior managers;
 > Reviewing 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;
 > Reviewing the design of share incentive plans for the approval 
of the Board and shareholders;
 > Ensuring 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 advisers 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 36.
Advisors
During the year, the Remuneration Committee commissioned 
external advice in connection with the current incentive plans and 
the Group’s overall approach to rewards and incentives. The Board 
expects to receive this advice shortly.
Remuneration policy
The Remuneration Committee seeks to maintain remuneration 
policy to attract, retain and motivate its Executive Directors and 
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 therefore sets out to provide competitive remuneration 
to all its management and employees, appropriate to the business 
environment in the market in which it operates and in recognition 
of their contribution to Group performance. 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 
contribution to the Group’s success 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.
Long-term incentives
The Remuneration Committee believes that it is appropriate to 
operate share schemes to encourage Executive Directors and 
senior employees to meet the Group’s long-term objectives set 
by the Board. 
Stock option plan
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. Vesting conditions are:
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. 39
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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
279,613
V Narayan Swami Finance Director 23 May 2008 Three months’ prior written  
notice on either side
58,283
Benefits-in-kind
Under their service agreements, Mr Arvind Gupta and Mr V Narayan Swami are entitled to medical, travel, insurance and accommodation 
and other allowances 
Chairman and Non-executive Directors
The remuneration of the Chairman of the Company and the Non-executive Directors consists of fees that are paid quarterly in arrears. 
The Chairman does not currently participate in any long-term incentive or annual bonus schemes, nor does any pension entitlement 
accrue. Neither the Chairman nor any Non-executive Director 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. M C 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.
During the year, the Non-executive Directors’ fees were reviewed by the executive members of the Board and have been set at a level to 
reflect the time commitment and level of involvement that they are required to make in the activities of the Board and its committees. 
The key terms of the Non-executive Directors’ letters of appointment are as follows:
Director Date of appointment Notice period Fees p.a. £
M C Gupta 6 May 2008 12 months’ prior written notice on either side 35,000
Martin Gatto 6 May 2008 Three months’ prior written notice on either side 35,000
Michael Grasby 6 May 2008 Three months’ prior written notice on either side 35,000
Ravi Gupta 12 May 2008 12 months’ prior written notice on either side 35,000
The remuneration of the Non-executive Directors consists of fees that are paid quarterly. 
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.  40
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
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 2013 31 March 2012
Gita Investments Limited
1
 153,061,225 153,061,225
Arvind Gupta 315,000 –
Gita Power Inc
1
17,006,802 17,006,802
Sri Hari Vallabha Enterprises and Investments Private Limited
1
 3,401,361 3,401,361
Dhanvarsha Enterprises and Investments
1
2,551,020 2,551,020
Goodfaith Vinimay Private Limited
1
2,551,020 2,551,020
Michael Grasby 10,000 10,000
Martin Gatto 60,000 60,000
M C Gupta 9,800 –
V Narayan Swami 10,300 –
Total 178,976,528 178,641,428
1 Beneficial interest in these shareholdings vests with Arvind Gupta.
 
There were no changes to Directors’ interests between 31 March 2013 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 2013 other than their service 
contracts, details of which are given on page 39.
 
Directors’ remuneration for the period 1 April 2012 to 31 March 2013 
 
Salary, annual bonus and benefits
 
£ Salary/fees Benefits-in-kind
Annual 
bonus
Total 
FY31 March 2013
Total 
FY31 March 2012
Non-executive Chairman
M C Gupta 35,000 – – 35,000 25,000
Executive Directors
Arvind Gupta 279,613 – – 279,613  156,474
V Narayan Swami 58,283 – – 58,283 46,942
Non-executive Directors
Martin Gatto 35,000 – – 35,000 25,000
Michael Grasby 35,000 – – 35,000 25,000
Ravi Gupta 35,000 – – 35,000 25,000
Total 477,896 – – 477,896 303,416
Note: No consideration was paid to or received by third parties for making available the services of any executive or Non-executive Director.
 
Options
Options outstanding
 
Movements during the period
Option granted
Option 
price £ 1 April 2012 Granted Lapsed Exercised 31 March 2013 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 2013 the closing mid-market price of the Company’s shares was 59.25 pence. During the year under review, the Company’s 
closing mid-market share price ranged between a low of 30.5 pence and a high of 64.5 pence.
 
This report has been approved by the Board of Directors of the Company.
 
M C Gupta
Chairman, Remuneration Committee
20 June 2013
Directors’ remuneration report continued 41
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
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 2013.
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. Strategic report 
The Company is required by the Companies Act 2006 to include a 
Strategic report in this report. The information that fulfils the 
requirements of the Strategic report can be found on the pages 
listed below and is incorporated into this report by reference: 
i. Chairman’s and CEOs’ statements on pages 10 to 13;
ii. The Strategic report and Financial review, including details of 
the main trends and factors likely to affect the future 
development, performance and position of the business, on 
pages 1 to 33; 
iii. The Investing in people report on pages 28 to 31.
These reports also include details of expected future developments 
in the business of the Group, principal risks and uncertainties and 
details of key performance indicators deployed by the management.
The Strategic report 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 26 to the consolidated financial statements.
4. Results and dividends
The audited financial statements for the year ended 31 March 2013 
are set out on pages 46 to 74. The Group profit for the year after 
taxation was £8.83 million (2012: £0.22 million). 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 
2012 (no dividend was paid for the year ended 31 March 2012).
5. Directors
Details of changes to the Board during the period and of the 
Directors offering themselves for re-election at the forthcoming 
Annual General Meeting (‘AGM’) are set out in the Corporate 
Governance Report on page 35.
Details of Directors’ service agreements are set out in the 
Directors’ Remuneration Report on page 39.
The interests of the Directors in the shares of the Company are 
shown in the Directors’ Remuneration Report on page 40.
Biographies of all the Directors at the date of this report are set out 
on pages 32 and 33.
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. 
Neither the Group’s liability insurance nor indemnities provides 
cover in the event that a Director or Officer is proved to have acted 
fraudulently or dishonestly.
7. Supplier payment policy
The Group agrees payment terms with its suppliers when it enters 
into binding purchase contracts. The Group seeks to abide by the 
payment terms agreed whenever it is satisfied that the supplier has 
provided the goods or services in accordance with the agreed 
terms and conditions. The Group seeks to treat all suppliers fairly, 
but it does not have a Group-wide standard or code of practice 
that deals specifically with payment to suppliers. Trade payables at 
31 March 2013 represented on average 210 days’ credit based on 
actual invoices received (2012: 175 days’ credit).
8. Share capital 
The Company has an authorised and issued share capital of 
351,504,795 equity shares at par value of £0.000147 per 
share amounting to £51,671 in total. There are no designated 
treasury shares. 42
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
The Directors will be seeking to renew their authority to purchase 
its own shares (Resolution 6) at the forthcoming AGM. Full details 
of these resolutions, together with explanatory notes, are contained 
in the Notice of Annual General Meeting.
9. Fixed assets
In the opinion of the Directors, there is no material difference 
between the book value and the current open market value of the 
Group’s interests in land and buildings.
10. Charitable and political donations
The Group made direct charitable donations during the year to the 
amount of £0.13 million. 
11. Going concern
As highlighted in note 18 to the financial statements, the Group 
meets its day-to-day working capital requirements through a  
bank facility.
Further information on the Group’s business activities, together 
with the factors likely to affect its future development, performance 
and position is set out in the Strategic report on pages 1 to 33. 
Further information on the financial position of the Group, its cash 
flows, liquidity position and borrowing facilities are described in 
the Strategic report and Financial Review on 1 to 33. In addition, 
note 26 to the financial statements details the Group’s objectives, 
policies and processes for managing its capital and its exposures 
to credit risk and liquidity risk.
The Group’s forecasts and projections, taking account of possible 
changes in trading performance, show that the Group should be 
able to operate within the level of its current facility.
After making enquiries, the Board has a reasonable expectation 
that the Company and the Group have adequate resources to 
continue in operational existence for the foreseeable future. 
Accordingly, they continue to adopt the going concern basis in 
preparing the annual report and accounts.
12. Substantial shareholdings
The Company has been notified of the following interests in 3% 
or more of the Company’s total voting rights at 28 June 2013 and 
confirms that there have been no changes as at 20 June 2013: 
Percentage of 
voting rights 
and issued 
share capital
No of  
ordinary  
shares
Gita Investments Limited and related
1
 50.89% 178,886,428 
M&G Investment Management 
Limited 12.50% 43,947,803
Legal & General Investment 
Management Limited 5.86% 20,597,294
Audley Capital Management Ltd 5.59% 19,659,544
FOUR Capital Partners Limited 4.17% 14,646,292
1 Beneficial interest in these shareholdings vests with Arvind Gupta.
13. Annual General Meeting (’AGM’)
This year’s AGM will be held at our registered office at 12.30 pm on 
30 September 2013. 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 sent to shareholders. It is also 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.
14. Employees
The Group keeps its employees informed of matters affecting them 
as employees through regular team briefings throughout the year. 
Applications for employment by disabled persons are given full 
and fair consideration for all vacancies in accordance with their 
particular aptitudes and abilities. In the event of employees 
becoming disabled, every effort is made to retain them in order 
that their employment with the Group may continue. It is the policy 
of the Group that training, career development and promotion 
opportunities should be available to all employees.
The average number of employees within the Group as at 
31 March 2013 was 298.
Directors’ report continued 43
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
15. 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.
16. Disclosure of information to the auditor
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.
Words and phrases used in this confirmation should be interpreted 
in accordance with the provisions of the Companies Act 2006.
17. Additional information
Articles of Association
The following narrative summarises information relating to certain 
provisions in the Company’s Articles 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 notes 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 
pages 38 and 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 pages 34 to 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 2013 44
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Statement of Directors’ responsibilities
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. 45
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Independent Auditors’ Report 
to the Members of OPG Power Ventures Plc
We have audited the accompanying group financial statements of 
OPG Power Ventures Plc for the year ended 31 March 2013 which 
comprise the Consolidated Statement of Comprehensive Income, 
the Consolidated Statement of Financial Position, the Consolidated 
Statement of Changes in Equity, the Consolidated 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 Section 80C(2) of the Isle of Man Companies 
Act 2006.  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, 
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 Group’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. In addition, we read all the 
non-financial information in the business review and corporate 
governance statements to identify material inconsistencies with the 
audited financial statements. If we become aware of any apparent 
material misstatements or inconsistencies we consider the 
implications for our report.
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 2013 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
Date: 17 June 2013 46
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement of Comprehensive Income
For the year ended 31 March 2013 
(All amounts in £, unless otherwise stated)
Particulars Notes 2013 2012
Revenue 56,191,873 45,253,431 
Cost of revenue 6 (34,623,263) (31,347,196)
Gross profit 21,568,610 13,906,235 
Other income 7 715,676 1,538,242
Distribution cost (651,740) (895,006)
General and administrative expenses 6 (7,042,402) (5,458,388)
Operating profit 14,590,144 9,091,084
Financial costs 8 (6,138,999) (4,823,587)
Financial income 9 2,084,106 2,808,853
Loss on deconsolidation of subsidiaries 24 – (4,815,135)
Profit before tax 10,535,251 2,261,215
Tax expense 10 (1,710,839) (2,044,115) 
Profit for the year  8,824,412 217,100 
Attributable to:  
Owners of the parent 8,726,299 251,427 
Non-controlling interest 98,113 (34,327)
  8,824,412 217,100 
Earnings per share 21 
Basic earnings per share (in pence) 2.483 0.072 
Diluted earnings per share (in pence) 2.483 0.072 
Other comprehensive income  
Available-for-sale financial assets  
– Reclassification on loss of control of subsidiaries 24 – (253,343)
–  Reclassification to profit and loss on sale of available-for-sale investments 109,483 255,542
– Current year gains/(losses) on remeasurement (85,013) (109,483)
Currency translation differences on translation of foreign operations 1,165,513 (11,261,421) 
Other comprehensive income/(loss) 1,189,983 (11,368,705)
Total comprehensive income/(loss) for the year  10,014,395 (11,151,605) 
Attributable to:  
Owners of the parent 9,912,964 (11,035,084) 
Non-controlling interest 101,431 (116,521)
  10,014,395 (11,151,605) 
(See accompanying notes to the consolidated financial statements.) 
The financial statements were authorised for issue by the Board of Directors on 17 June 2013 and were signed on its behalf by:
Arvind Gupta V Narayan Swami
Chief Executive Officer Chief Financial Officer 47
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement of Financial Position
As at 31 March 2013
(All amounts in £, unless otherwise stated)
Particulars Notes 2013 2012
Assets   
Non-current   
Property, plant and equipment 11 182,508,796 93,031,022
Investments and other assets 12 1,160,587 2,285,430
Restricted cash 15 394,782 868,996 
Total non-current assets 184,064,165 96,185,448
Current  
Trade and other receivables 13 34,814,660 17,405,365
Inventories 14 6,140,973 5,546,740 
Cash and cash equivalents 15 22,906,776 37,876,393 
Restricted cash 15 4,705,601 3,712,150 
Current tax assets 104,970 48,071
Investments and other assets 12 45,708,623 52,836,729 
Total current assets 114,381,603 117,425,448
Total assets 298,445,768 213,610,896 
   
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 (1,126,807) (3,256,411)
Retained earnings  19,311,138 10,577,591 
Total 142,552,526 131,689,375
Non-controlling interest 186,012 62,371 
Total equity 142,738,538 131,751,746 
Liabilities  
Non-current  
Borrowings 18 103,898,137 56,055,498 
Trade and other payables 19 3,369,758 1,396,701 
Deferred tax liability 10 990,316 1,300,658 
Total non-current liabilities 108,258,211 58,752,857 
Current  
Borrowings 18 4,972,199 14,806,900 
Trade and other payables 19 42,114,288 7,809,652 
Other liabilities 278,989 239,259 
Current tax liabilities 83,543 250,482
Total current liabilities 47,449,019 23,106,293 
Total liabilities 155,707,230 81,859,150 
Total equity and liabilities 298,445,768 213,610,896
(See accompanying notes to the consolidated financial statements.) 
The financial statements were authorised for issue by the Board of Directors on 17 June 2013 and were signed on its behalf by:
Arvind Gupta V Narayan Swami
Chief Executive Officer Chief Financial Officer 48
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement of Changes in Equity
For the year ended 31 March 2013 
(All amounts in £, unless otherwise stated)
Group
Issued capital  
(No. 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 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
Transfers during the year (refer note 23) (391) (30,892) 7,248 (24,034) 22,210 (1,825)
Employee share-based payment options 974,222 974,222 974,222
Transactions with owners 351,504,795 51,671 124,316,524 5,953,402 (8,266,874) 10,584,839 132,639,563 84,581 132,724,143
 
Profit for the year from operating activities   8,726,299 8,726,299 98,113 8,824,412
Currency translation differences  1,162,212 1,162,212 3,301 1,165,513
Gains on sale/remeasurement of available-for-sale financial assets 24,453  24,453 17 24,470
Total comprehensive income for the year – – – 24,453 1,162,212 8,726,299 9,912,964 101,431 10,014,395
Balance at 31 March 2013 351,504,795 51,671 124,316,524 5,977,855 (7,104,661) 19,311,138 142,552,526 186,012 142,738,538
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 
Issue of equity shares   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 24) (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 24) (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) (11,151,606)
          
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 
(See accompanying notes to the consolidated financial statements.) 49
OPG Power Ventures Plc
Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Group
Issued capital  
(No. 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 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
Transfers during the year (refer note 23) (391) (30,892) 7,248 (24,034) 22,210 (1,825)
Employee share-based payment options 974,222 974,222 974,222
Transactions with owners 351,504,795 51,671 124,316,524 5,953,402 (8,266,874) 10,584,839 132,639,563 84,581 132,724,143
 
Profit for the year from operating activities   8,726,299 8,726,299 98,113 8,824,412
Currency translation differences  1,162,212 1,162,212 3,301 1,165,513
Gains on sale/remeasurement of available-for-sale financial assets 24,453  24,453 17 24,470
Total comprehensive income for the year – – – 24,453 1,162,212 8,726,299 9,912,964 101,431 10,014,395
Balance at 31 March 2013 351,504,795 51,671 124,316,524 5,977,855 (7,104,661) 19,311,138 142,552,526 186,012 142,738,538
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 
Issue of equity shares   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 24) (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 24) (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) (11,151,606)
          
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 
(See accompanying notes to the consolidated financial statements.) 50
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Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Consolidated Statement of Cash Flows
For the year ended 31 March 2013 
(All amounts in £, unless otherwise stated)
Particulars 2013 2012
Cash flows from operating activities  
Profit for the year before tax 10,535,251 2,261,216
Unrealised foreign exchange loss 84,368 97,182
Provision for doubtful debts 883,329 60,314
Financial expenses 6,138,999 4,823,587
Financial Income (2,084,106) (2,648,309)
Share-based compensation costs 974,222 1,454,247 
Depreciation 1,563,213 1,397,121 
Loss on deconsolidation of subsidiaries – 4,815,135 
 18,095,276 12,260,493
Movements in working capital 
Increase in trade and other receivables (17,566,722) (14,107,633)
Increase in inventories (549,863) (1,579,425)
Decrease in other current assets 346,585 1,419,696 
Increase in trade and other payables 41,484,087 5,598,445
Increase in other liabilities 9,264,123 1,056,506 
Cash generated from operations 51,073,486 4,648,072
Income taxes paid (2,242,625) (532,088)
Net cash generated by operating activities 48,830,861 4,115,994
  
Cash flow from investing activities 
Acquisition of property, plant and equipment (94,798,022) (71,351,424)
Finance income 1,894,936 1,817,087
Dividend income 180,790 453,787 
Movement in restricted cash (481,508) (3,013,933)
Sale/(purchase) of investments, net (2,062,996) 2,603,909 
Net cash used in investing activities (95,266,800) (69,490,574)
  
Cash flows from financing activities 
Proceeds from borrowings 40,110,171 44,169,173
Repayment of borrowings (3,828,420) (7,047,128)
Interest paid (5,031,418) (4,823,587)
Net cash provided by financing activities 31,250,333 32,298,458 
  
Net decrease in cash and cash equivalents (15,185,606) (33,076,122)
  
Cash and cash equivalents at the beginning of the year 37,876,393 71,104,280 
Effect of exchange rate changes on the balance of cash held in foreign currencies 215,989 81,243
Impact on deconsolidation of subsidiaries – (233,008) 
Cash and cash equivalents at the end of the year 22,906,776 37,876,393 
(See accompanying notes to the consolidated financial statements.) 51
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Annual Report + Accounts 2013
Strategic Report
Corporate Governance
Financial Statements
Notes to the Consolidated Financial Statements
For the year ended 31 March 2013 
(All amounts in £, unless otherwise stated)
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 17 June 2013.
2. 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 European Union as at 31 March 2013:
Standard or interpretation Effective for reporting periods starting on or after
IFRS 10: Consolidated Financial Statements 1 January 2014
IFRS 11: Joint Arrangements 1 January 2014
IFRS 12: Disclosure of Interests in Other Entities 1 January 2014
IFRS 13: Fair Value Measurement 1 January 2013
Transition guidance for IFRS 10, 11, 12 1 January 2014
Amendments to IFRS 7 1 January 2013
Amendments to IAS 1 – Presentation of Items of Other Comprehensive Income 1 July 2012
IAS 19: Employee Benefits (Revised June 2011) 1 January 2013
IAS 27: Separate Financial Statements 1 January 2014
IAS 28: Investments in Associates and Joint Ventures 1 January 2014
Offsetting Financial Assets and Financial Liabilities 1 January 2014
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. 52
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Financial Statements
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 which assumes the Group will have sufficient funds to continue its 
operational existence for the foreseeable future covering at least 12 months. As the Group has forecast it will be able to meet its debt 
facility interest and repayment obligations, and that sufficient funds will be available to continue with the projects development, the 
assumption that these financial statements are prepared on a going concern basis is appropriate.
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 2013.
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/other venturer in the Group 
where there is no loss of control are accounted for as an 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’ within statement of changes in equity. 
3.3. List of subsidiaries 
Details of the Group’s subsidiaries which are consolidated into the Group’s consolidated financial statement are as follows: 
Immediate parent % Voting right % Economic interest
Subsidiaries 
Up to 25 
January 2013
After 25 
January 2013
Country of 
incorporation 2013 2012 2013 2012
Caromia Holdings Limited (‘CHL ’) OPGPV OPGPV Cyprus 100 100 100 100
Gita Energy Private Limited (‘GEPL ’)
1
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
GPIPL India 71.76 71.76 99 99
OPGS Power Gujarat Private Limited (‘OPGG’)
2&3
GEPL and 
GHPL
GPIPL India 100 100 100 100
Gita Power and Infrastructure Private Limited (‘GPIPL ’) GHPL CHL India 100 100 100 98.22
1 The shareholders of GEPL, GHPL and GPIPL have entered into a scheme of arrangement which has become effective during the current year. As a result of the scheme of 
arrangement the assets and liabilities of GEPL and GHPL have been taken over by GPIPL and shares in GPIPL have been allotted to the shareholders of GEPL and GHPL on 
25 January 2013. The liquidation process of GEPL and GHPL is yet to commence as at 31 March 2013 (also refer note 23).
2 Partly paid equity shares in OPGG have been forfeited and thereby the economic interest and voting rights of the Group stand increased to 100%.
3  During the year name changed as OPGS Power Gujarat Private Limited.
Also refer note 24 for deconsolidation of OPG Renewable Energy Private Limited (‘OPGRE’) and OPG Energy Private Limited (‘OPGE’) effective 30 November 2011, where the 
Group holds an economic interest of 33% and 44.22% respectively. 
 
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 53
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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 finance income or costs 
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
31 March 
2013
31 March 
2012
30 November 
2012
Closing rate 82.56 82.90 81.16
Average rate 85.83 76.69 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.
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.  54
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Financial Statements
3. Summary of significant accounting policies continued
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. 
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 assets
Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial 
instrument and are measured initially at fair value adjusted by transactions costs, except for those carried at fair value through profit or 
loss which are measured initially at fair value. 
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.
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 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.
3.8. Financial liabilities
The Group’s financial liabilities include borrowings and trade and other payables. Financial liabilities are measured subsequently at 
amortised cost using the effective interest method and 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’.
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 55
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Corporate Governance
Financial Statements
3. Summary of significant accounting policies continued
3.9. 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.
3.10. 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.
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 40
Power stations 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 the lease.
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. 56
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Financial Statements
3. Summary of significant accounting policies continued
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 
cash-generating unit’s 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.
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. 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. 
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. 
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 57
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Financial Statements
3. Summary of significant accounting policies continued
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. Impact of market condition are included in the computation of the fair value at 
the grant date. 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 (hereinafter ‘the 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.
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. 58
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Financial Statements
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 actual results may 
differ from the judgements, estimates and assumptions made by the management and will seldom equal the estimated results.
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. 
– Recognition of interest income:
The Group has a contractual right to receive interest on overdue receivables from TANGEDCO. Notwithstanding this right, the Group has 
not recognised any interest, on a prudent basis, for the current year. Further, the management has also reversed past interest receivables 
amounting to during the year.
Estimates and uncertainties
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 a material adjustment 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. 
 – Available-for-sale financial assets: Management apply valuation techniques to determine the fair value of available-for-sale financial 
assets where active market quotes are not available. This requires management to develop estimates and assumptions based on 
market inputs, using observable data that market participants would use in pricing the asset. Where such data is not observable, 
management uses its best estimate. Estimated fair values of the asset may vary from the actual prices that would be achieved in an 
arm’s length transaction at the reporting date;
 – 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 Company financial statements are initially measured 
at fair value and remeasured at each statement of financial position date (see note 3.9 and note 28); and
 – Impairment tests: In assessing impairment, management estimates the recoverable amount of each asset or cash-generating units 
based on expected future cash flows and use an interest rate to discount them. Estimation uncertainty relates to assumptions about 
future operating results and the determination of a suitable discount rate;
•	 Useful life of depreciable assets: Management reviews its estimate of the useful lives of depreciable assets at each reporting date, 
based on the expected utility of the assets.
5. Segment information
The Group has adopted the ‘management approach’ in identifying the operating segments as outlined in IFRS 8 – Operating segments. 
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. 
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 59
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5. Segment information continued
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 £49,577,179 (2012: £22,237,514).
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:
 2013 2012
Included in cost of revenue:
Cost of fuel consumed 31,829,212 27,334,036
Depreciation 1,376,180 1,313,202
Other direct costs 1,417,871 2,699,958
Total 34,623,263 31,347,196
Depreciation included in general and administrative expenses amount to £187,905 (2012: £83,920).
b) Employee benefit expenses forming part of general and administrative expenses are as follows:
 2013 2012
Salaries and wages 1,704,807 1,073,043
Employee benefit costs 203,172 117,529
Employee Stock Option 974,222 1,454,247
Total 2,882,201 2,644,819
c) Auditor’s remuneration for audit services amounting to £35,000 (2012: £45,000) is included in general and administrative expenses.
d) Foreign exchange (loss)/gain included in the general and administrative expenses/other income is as follows:
 2013  2012 
Foreign exchange (loss) (960,459) (130,240)
Total (960,459) (130,240)
7. Other income
a) Other income comprises of:
 2013  2012 
Compensation for loss of profit – 370,277
Interest on overdue receivables – 563,902
Miscellaneous income/expense 715,676 604,063
Total 715,676 1,538,242
8. Finance costs
Finance costs comprises of:
2013 2012
Interest expenses on loans and borrowings 4,742,403 4,068,516
Loss on disposal of financial instruments – 465,546 
Impairment of available-for-sale financial assets (also refer note 12) 1,107,581 –
Other finance costs 289,015 289,525 
Total 6,138,999 4,823,587 
Interest expenses on loans and borrowings consists of interest expenses on financial liability at amortised cost of £4,742,403 (2012: 
£4,068,516).  60
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Financial Statements
9. Finance income
The finance income comprises of:
2013 2012
Interest income 
– Bank deposits 1,637,028 2,437,276
– Loans and receivables 14,043 66,073 
Dividend income 180,790 305,504 
Profit on disposal of financial instruments 252,245 –
Total 2,084,106 2,808,853
Other finance income represents the interest income earned by OPGPV on the investment of its funds.
10. Tax expense 
The major components of income tax expense for the years ended 31 March 2013 and 2012. 
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 2013 and 2012 is as follows:
2013 2012
Accounting profit before taxes 10,535,251 2,261,215
Loss on deconsolidation of subsidiaries – 4,815,135
Enacted tax rates 32.45% 32.45%
Tax on profit at enacted tax rate 3,418,689 2,295,922
Differences on account MAT rate (1,570,510) (582,406)
Items taxed at zero rate (828,328) 253,998
Others 690,988 76,601
Actual tax expense 1,710,839 2,044,115
Consolidated statement of comprehensive income
2013 2012
Current tax 2,025,698 940,344 
Deferred tax (314,859) 1,103,771 
Tax expense reported in the statement of comprehensive income 1,710,839 2,044,115
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 Group’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 a total of 
15 consecutive years from the date of commencement of the operations.
The Group is subject to the provisions of Minimum Alternate Tax (‘MAT’) under the Indian income taxes for the year ended 31 March 2013 
and 2012. Accordingly, the Group calculated the tax liability for current taxes in India after considering MAT. 
The Group has carried forward credit in respect of MAT tax liability paid to the extent it is probable that future taxable profit will be 
available against which such tax credit can be utilised.
 
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 61
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10. Tax expense continued
Deferred income tax for the Group at 31 March 2013 and 2012 relates to the following: 
2013 2012
Deferred income tax assets
Lease transactions and others 59,906 48,961
Provision for customs 612,103 –
Provision for doubtful debts 161,980 –
Gratuity 1,853 4,573
835,842 53,534
Deferred income tax liabilities
Difference in depreciation on Property, plant and equipment 1,813,272 1,353,007
Mark-to-market on available-for-sale financial assets 12,886 1,185
1,826,158 1,354,192
Deferred income tax liabilities, net 990,316 1,300,658
Movement in temporary differences during the year.
 
Particulars
As at  
1 April  
2012
Recognised 
in income 
statement
Recognised 
in equity
As at  
31 March  
2013
Property, plant and equipment and others (1,353,007) (460,265) – (1,813,272)
Lease transactions 48,961 10,945 – 59,906
Provision for customs – 612,103 – 612,103
Provision for doubtful debts – 161,980 – 161,980
Gratuity 4,571 (2,718) – 1,853
Mark-to-market gain/(loss) on available-for-sale financial assets (1,183) – (11,703) (12,886)
(1,300,658) 322,045 (11,703) (990,316)
Particulars
As at  
1 April  
2011
Recognised 
in income 
statement
Recognised 
in equity
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)
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.
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 Group 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 2013 and 31 March 2012, 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. 62
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Financial Statements
11. Property, plant and equipment
The property, plant and equipment comprises of:
a) Gross block
Amount in GBP
Particulars
 Land and  
buildings Power stations 
Other plant  
and equipment Vehicles
 Assets under 
construction  Total 
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 24) (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) (9,801) (34,624) (5,318,058) (12,694,750)
As at 31 March 2012 8,080,397 36,053,588 284,481 292,570 49,954,827 94,665,863 
As at 1 April 2012 8,080,397 36,053,588 284,481 292,570 49,954,827 94,665,863 
– Additions 1,901,331 151,352 142,283 381,043 88,199,257 90,775,266
– Transfers on capitalisation – 44,043,316 – – (44,043,316) –
– Exchange adjustments 19,737 108,840 30,131 (30,827) 203,362 331,243
As at 31 March 2013 10,001,465 80,357,096 456,895 642,786 94,314,130 185,772,372
b) Accumulated depreciation
Particulars
Land and  
buildings Power stations
Other plant  
and equipment Vehicles
Assets under 
construction Total
As at 1 April 2011 227,656 3,403,761 66,218 71,306 – 3,768,941 
– Depreciation charged during the year 28,843 1,291,215 30,870 46,194 – 1,397,122 
– Deconsolidation (refer note 24) (223,623) (2,773,033) (24,009) – – (3,020,665)
– 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 
As at 1 April 2012 6,607 1,454,913 66,794 106,527 – 1,634,841 
– Depreciation charged during the year 29,176 1,376,180 81,790 76,939 – 1,564,085
– Exchange adjustments 1,120 65,444 (4,089) 2,175 – 64,650
As at 31 March 2013 36,903 2,896,537 144,495 185,641 – 3,263,576
c) Net block
      
Particulars
Land and  
Buildings Power stations
Other plant  
and equipment Vehicles
Assets under 
construction Total
As at 31 March 2013 9,964,562 77,460,559 312,400 457,145 94,314,130 182,508,796
As at 31 March 2012 8,073,790 34,598,675 217,687 186,043 49,954,827 93,031,022 
The net book value of land and buildings block comprises of:
2013 2012
Freehold 9,634,419 7,440,351
Buildings 330,143 633,439
Total 9,964,562 8,073,790
Property, plant and equipment with a carrying amount of £87,607,389 (2012: £42,672,466) is subject to security restrictions  
(refer note 18).
An amount of £4,753,396 (previous year £3,407,430) pertaining to interest on borrowings was capitalised as the funds were deployed for 
the construction of qualifying assets.
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 63
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Financial Statements
12. Investments and other assets
2013 2012
a) Current
Available-for-sale financial assets 5,280,737 1,393,866
Capital advances 37,994,007 48,637,313
Loans and receivables
– Advance to suppliers 1,153,627 958,668 
– Other advances 1,280,252 1,846,882
Total 45,708,623 52,836,729 
 
b) Non-current 
Available-for-sale financial assets (refer note 24) 274,181 1,381,762
Prepayments 787,771 813,618
Loans and receivables
– Lease deposits 86,153 77,127
– Other advances 12,482 12,923
Total 1,160,587 2,285,430
Available-for-sale investment – quoted short-term mutual fund units 
The Group has 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 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 as non-current. 
Effective 1 December 2011, the Group has given up control and significant influence over OPGE and OPGRE, pursuant to non-renewal of 
voting rights agreement entered by GEPL, GHPL and OPGPG (hereinafter referred as Shareholders) with Tamil Nadu Property Developers 
Limited (‘TNPDL ’). There was no consideration that was received and the Group’s interests in the said companies are being accounted 
as investments. 
Accordingly, the Group had derecognised the carrying value of assets, liabilities and non-controlling interest of the former subsidiaries 
and recognised the fair value of the retained investments at the date when control was lost. Further, the Group also 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.
As at the date of consolidation, the Company has fair valued the investments grouped under available-for-sale investments. There is no 
change in the valuation technique to those adopted in the previous year. The fair value of OPGE is performed using discounted cash flow 
approach. Significant inputs into the model are based on management’s assumption of the expected cash flows up to 31 March 2024 
and a discount rate of 17%.
The carrying amount of investments, its fair value and the resultant impact on the statement of comprehensive income is as follows: 
Particulars OPGE OPGRE Total
Investment value – Available-for-sale as on 31 March 2012 (fair value of retained  
non-controlling investments. Also refer note 24) 1,381,762 – 1,381,762
Fair value of retained non-controlling investment as on 31 March 2013 274,181 – 274,181
Current year charge on remeasurement through statement of comprehensive income 1,107,581 – 1,107,581
Loans and receivables (current)
Advances to suppliers include the amounts paid as advance for supply of fuel. Other advance of the Group primarily includes additional 
import duty on imported coal paid under protest amounting to £Nil (2012: £754,442). 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. 64
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Financial Statements
13. Trade and other receivables
2013 2012
Current
Trade receivables 33,953,528 17,102,878
Unbilled revenues 56,642 139,114
Other receivables 804,490 163,373
Total 34,814,660 17,405,365
Since received from TANGEDCO is £25.79m for the sales made up to February 2013.
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. The entire sum of £34,814,660 (2012: £17,405,365) has been pledged as security for borrowings 
(refer note 18). As at 31 March 2013, trade receivables of £978,893 (2012: £60,314) were collectively impaired and provided for. In 
determining the timing and amount of interest income receivable from TANGEDCO for past dues, the Group has considered its 
contractual rights and recent favourable regulatory commission orders passed for similar customers. Trade receivables that are neither 
past due nor impaired represents billings for the month of March.
The age analysis of the overdue trade receivables is as follows:
 Total 
 Neither  
past due nor 
impaired 
Past due but not impaired
 < 90 days 90-180 days > 180 days
2013 33,953,528 3,986,943 16,855,817 13,057,010 54,758
2012 17,102,878 3,246,760 6,739,233 6,517,222 599,663
The movement in provision for trade receivables is as follows:
Opening balance
Provision  
for the year
Reversal of 
provision Closing balance
2013 60,314 918,579 – 978,893
2012 – 60,314 – 60,314
The creation of provision for impaired receivables has been included in ‘other expenses’ in the profit and loss. Amounts charged to the 
allowance account are generally written off, when there is no expectation of recovering additional cash. The maximum exposure to credit 
risk at the reporting date is the carrying value of each class of receivable mentioned above. The Group does not hold any collateral 
as security.
14. Inventories
2013 2012
Coal and fuel 5,275,114 5,068,904 
Stores and spares 865,859 477,836 
Total 6,140,973 5,546,740 
The entire amount of £6,140,973 (2012: £5,546,740) has been pledged as security for borrowings (refer note 18).
15. Cash and cash equivalents
Cash and short-term deposits comprise of the following:
 2013  2012 
Cash at banks and on hand 17,760,840 34,023,639 
Short-term deposits 5,145,936 3,852,754 
Total 22,906,776 37,876,393 
Short-term deposits are placed for varying periods, depending on the immediate cash requirements of the Group. They are recoverable 
on demand. 
Restricted cash represents deposits maturing between three to 12 months amounting to £4,705,601 (previous year: £3,712,150) and 
maturing after 12 months amounting to £394,782 (previous year: £868,996) which have been pledged by the Group in order to secure 
borrowing limits with banks (refer note 18).
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 65
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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 (2012: 351,504,795) at par value of £0.000147 
(2012: £0.000147) per share amounting to £51,671 (2012: £51,671) in total.
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 shares 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 represents the difference between the consideration paid and the adjustment to net assets on change of controlling 
interest, without change in control, Other reserves also includes 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 4.96 years (expected completion of the Kutch plant) and an 
expense amounting to £974,222 (2012: £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 2013 2012
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 in 2010–11, 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 of £0.60 
(2011: £0.60), volatility of 31.34% (2012: 31.34%), dividend yield of nil (2012: nil), an expected option life of 4.96 years (2012: 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. 66
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Financial Statements
18. Borrowings
The borrowings comprise of the following:
Interest rate  
(range %) Final maturity 2013 2012 
Long-term loans 12.30 –15.75 March 2023 103,898,137 56,055,498
Short-term loans 12.30 –15.75 March 2014 1,460,193 2,908,457
Cash credit and working capital arrangements 5,946 3,311,968
LC bills discounting and buyers’ credit facility March 2014 3,506,060 8,586,475
Total  108,870,336 70,862,398
Total debt of £108,870,336 (2012: £70,862,398) is secured as follows:
•	 The long-term loans taken by the Group are fully secured by the property, plant, assets under construction and other current assets 
of subsidiaries which have availed such loans.
•	 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 is provided 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. 
The Group’s sanctioned project term loans and working capital facilities total £346.46 million at 31 March 2013 and includes the above 
total debt of £108.87 million.  All project term loans and working capital loans are personally guaranteed by the Group’s Managing 
Director, Mr Arvind Gupta.
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 2013, the Group 
has met all the relevant covenants. 
The fair value of borrowings at 31 March 2013 was £108,870,336 (2012: £70,862,398). The fair values have been calculated by 
discounting cash flows at prevailing interest rates.
The borrowings are reconciled to the statement of financial position as follows:
2013 2012
Current liabilities 
Amounts falling due within one year 4,972,199 14,806,900
Non-current liabilities
Amounts falling due after one year but not more than five years 84,835,475 37,336,198
Amounts falling due in more than five years 19,062,662 18,719,300
Total non-current 103,898,137 56,055,498
Total 108,870,336 70,862,398
19. Trade and other payables 
2013 2012
Current
Trade payables 12,582,732 7,229,514
Creditors for capital goods 24,547,203 434,913 
Other payables 4,984,353 145,225
Total 42,114,288 7,809,652
Non-current 
Retention money 3,038,756 1,078,521
Other payables 331,002 318,180
Total 3,369,758 1,396,701
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 67
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19. Trade and other payables continued 
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.
 
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 (up to 25 January 2013)
Gita Holdings Private Limited Subsidiary (up to 25 January 2013)
OPG Power Generation Private Limited Subsidiary
OPGS Power Gujarat Private Limited Subsidiary
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
M C Gupta Chairman
Martin Gatto Director
Ravi Gupta Director
Patrick 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
Sonal Vyapar Limited Entity in which key management personnel has control/significant influence
OPG Energy Private Limited Entity in which key management personnel has control/significant influence
OPG Renewable Energy 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
  68
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Financial Statements
20. Related party transactions continued
Name of the party
2013
Amount (£)
2012
Amount (£)
Summary of transactions with related parties 
Kanishk Steel Industries Limited 
a) Sharing of power – 692,091
b) Sale of coal – 310,104
c) Purchase of raw material – 5,616
Salem Food Products Limited
a) Interest received – 54,123
Ravi Gupta
a) Remuneration 35,000 25,000
Avantika Gupta
a) Remuneration – 32,036
Gita Energy & Generation Private Limited
a) Reimbursement of expenses – 1,076
Powerserve Support Limited
a) Consultancy fees 9,381 31,863
OPG Energy Private Limited
a) Reimbursement of expenses 27,378 –
OPG Renewable Energy Private Limited
a) Sale of coal 35,790 21,338
Name of the party
2013
Amount (£)
2012
Amount (£)
Summary of balances with related parties
Kanishk Steel Industries Limited
a) Trade and other receivables 288,039 286,872
Sri Rukmani Rolling Mill Private Limited
a) Trade and other receivables 7,226 7,197
Sonal Vyapar Limited
a) Trade and other receivables 37,208 36,936
OPG Energy Private Limited
a) Trade payables 28,463 –
OPG Renewable Energy Private Limited
a) Trade and other receivables 104,089 224,527
Outstanding balances at the year end are unsecured. There have been no guarantees provided or received for any related party 
receivables or payables. For the year ended 31 March 2013, the Group has not recorded any impairment of receivables relating to 
amounts owed by related parties (2012: £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.
21. Earnings per share  
Both the basic and diluted earnings per share have been calculated using the profit attributable to shareholders of the parent company as 
the numerator (no adjustments to profit were necessary in 2012 or 2013).
The weighted average number of shares for the purposes of diluted earnings per share can be reconciled to the weighted average 
number of ordinary shares used in the calculation of basic earnings per share (for the Group and the Company) as follows:
Particulars 2013 2012
Weighted average number of shares used in basic earnings per share 351,504,795 351,504,795
Shares deemed to be issued for no consideration in respect of share-based payments
1
– 638,339
Weighted average number of shares used in diluted earnings per share 351,504,795 352,143,134
1 The potential equity shares are anti-dilutive in nature and hence have not been considered for diluted EPS computation.
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 69
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22. Directors’ remuneration 
Name of Directors 2013 2012
Arvind Gupta 279,613 156,474
V Narayan Swami 58,283 46,942
Martin Gatto 35,000 25,000
Michael Grasby 35,000 25,000
M C Gupta 35,000 25,000
Ravi Gupta 35,000 25,000
Total 477,896 303,416
The above remuneration is in the nature of short-term employee benefits. As the future liability for gratuity and compensated absences is 
provided on actuarial basis for the companies in the Group, the amount pertaining to the Directors is not individually ascertainable and 
therefore not included above.
23. Business combination within the Group without loss of control
Hitherto the structure of the Group was that two Cypriot subsidiaries of OPGPV, namely GEPL and GHPL, held the investments in the 
equity of the Group’s Special Purpose Vehicles (‘SPV’) in India. The management decided to interpose an Indian Holding Company, 
GPIPL, in the structure and warehouse the SPV investments in GPIPL. Accordingly, the shareholders of GEPL, GHPL and GPIPL had 
entered into a scheme of arrangement to effect the above restructuring of the Group. As part of the regulatory requirements in India, the 
Group had applied and obtained approval from the High court of Madras on 28 October 2011 subject to fulfilment of certain conditions 
including approval of relevant regulatory authorities, allotment of shares etc. The scheme had been consummated with effect from 25 
January 2013 upon issue of shares to the shareholders of GEPL and GHPL, namely CHL and the assets and liabilities of GEPL and GHPL 
have been taken over by GPIPL. Consequent to the scheme of arrangement, the Group has also gained 100% economic interest over 
GPIPL by virtue of an agreement entered into with the minority shareholders of GPIPL dated 1 April 2012. The liquidation process of 
GEPL and GHPL is yet to commence as at year end. Further, CHL has to update relevant secretarial records in their jurisdiction to reflect 
the above arrangement. The management has initiated the necessary process to achieve the above and expect the same to be complete 
by the end of 2013.
The above arrangement has been considered as a business combination involving companies under the Group and is accounted at the 
date that common control was established using pooling of interest method. The assets and liabilities transferred 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. There was no excess consideration paid in 
this transaction.
24. Deconsolidation on loss of control 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 TNPD (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 with the directions of GEPL and OPGPG. The total voting rights held by the investors in OPGRE and OPGE 
amounted 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 classified as available-for-sale assets.  70
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Financial Statements
24. Deconsolidation on loss of control of subsidiaries continued
Accordingly, a fair valuation of these assets by independent valuers was undertaken as at 30 November 2011 and the resulting 
adjustment to their carrying value as at that date, applicable to the Group, has been charged to the consolidated statement of 
comprehensive income. 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 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
Minority 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 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.
25. 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: 
 2013 2012
Not later than one year 33,439 33,304
Later than one year and not later than five years 133,757 133,215
Later than five years 599,527 647,098
Total 766,723 813,617
During the year ended 31 March 2013, £32,165 (2012: £36,001) was recognised as an expense in the statement of comprehensive 
income in respect of operating leases.
Capital commitments
During the year ended 31 March 2013, the Group entered into a contract to purchase property, plant and equipment for £11,081,450 
(2012: £100,485,417). 
Guarantees
a) LC and bank guarantee are as disclosed below:
Particulars 
As at  
31 March  
2013
As at  
31 March  
2012
Towards outstanding letter of credit 31,106,476 3,837,061
Towards outstanding bank guarantees 3,350,437 4,597,552
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 71
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26. 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 hold investments designated 
at available-for-sale categories. 
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 reviews and agrees 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, available-for-sale investments.
The sensitivity analyses in the following sections relate to the position as at 31 March 2013 and 31 March 2012.
The following assumptions have been made in calculating the sensitivity analyses:
(i) 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 average rate of borrowings held during the year ended 31 March 2013, all other variables being held 
constant. These changes are considered to be reasonably possible based on observation of current market conditions.
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 average interest rates. 
At 31 March 2013 and 31 March 2012, the Group had no interest rate derivatives.
The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each 
reporting date that are sensitive to changes in interest rates. All other variables are held constant. 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 2013 would decrease or 
increase by £331,703 (2012: £243,249).
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 our assets are located in India where the 
Indian Rupee is the functional currency for our subsidiaries. Currency exposures also exist in the nature of capital expenditure and 
services denominated in currencies other than the Indian Rupee.
Currency fluctuations may have a large impact on our Group financial results. We are subject to currency risks affecting the underlying 
cost base in the operating subsidiary companies and also the translation of unit cash costs, profit or loss and the statement of financial 
position (including non-Great Britain Pound denominated borrowings) in the consolidated financial statements, where the functional 
currency is not the Great Britain Pound. 
The Group’s exposure to foreign currency arises where a Group company holds monetary assets and liabilities denominated in a 
currency different to the functional currency of that entity: 
 As at March 31 2013 As at March 31 2012
Currency Financial assets Financial liabilities Financial assets Financial liabilities
United States Dollar (USD) – 25,232,704 – 12,779,559 72
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Financial Statements
26. Financial risk management objectives and policies continued
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 2013 As at 31 March 2012
Currency Closing rate
Effect of 10% 
strengthening 
of GBP on net 
earnings Closing rate
Effect of 10% 
strengthening  
of GBP on net 
earnings
United States Dollar (USD) 54.36 (1,661,369) 50.88 (847,894)
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 
£105,751,939 (2012: £109,894,083). 
The Group has exposure to credit risk from accounts receivable balances on sale of electricity. The operating entities of the Group have 
entered into short-term agreements with transmission companies incorporated by the Indian state government (TANGEDCO) to sell the 
electricity generated. Therefore the Group is committed, in the short-term, to sell power to these customers and the potential risk of 
default is considered low. For other customers, 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 creditworthiness of customers to which the Group grants credit in the normal course of the business is monitored 
regularly. The credit risk for liquid funds is considered negligible, since the counterparties are reputable banks with high-quality external 
credit ratings. 
The Group’s management believes that all the above financial assets, except as mentioned in notes 12 and 13, are not impaired for each 
of the reporting dates under review and are of good credit quality. 
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 2013:
Current Non-current
Within 12 months 1–5 years Later than 5 years Total
Borrowings 17,849,474 128,713,272 14,630,134 161,192,880
Trade and other payables 42,114,288 3,369,758 – 45,484,046
Other current liabilities 278,989 – – 278,989
Total 60,242,751 132,083,030 14,630,134 206,955,915
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 73
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Financial Statements
26. Financial risk management objectives and policies continued
Capital management
Capital includes equity attributable to the equity holders of the parent and debt less cash and cash equivalents.
The Group’s capital management objectives include, among others:
•	 ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business; and maximise shareholder value;
•	 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. 
The Group manages its capital structure, and makes adjustments to it, in light of changes in economic conditions. To maintain or adjust 
the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue new shares. 
No changes were made in the objectives, policies or processes during the years ending 31 March 2013 and 2012.
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. There are no imposed capital requirements on Group or 
entities, whether statutory or otherwise.
The capital for the reporting periods under review is summarised as follows:
 2013 2012
Total equity 142,738,538 131,751,746
Less: cash and cash equivalents (22,906,776) (37,876,393)
Capital 119,831,762 93,875,353 
Total equity 142,738,538 131,751,746
Add: borrowings (including buyer’s credit) 108,870,336 70,862,398
Overall financing 251,608,874 202,614,144 
Capital to overall financing ratio 0.48 0.46
The internal accruals by way of earnings during the year has resulted in an increase in capital to overall financing ratio.
27. 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
2013 2012 2013 2012
Financial assets
Cash and cash equivalents
1
22,906,776 37,876,393 22,906,776 37,876,393
Available-for-sale instruments
3
5,554,918 2,775,628 5,554,918 2,775,628
Current trade receivables
1
34,814,659 17,405,365 34,814,659 17,405,365
63,276,353 58,057,386 63,276,353 58,057,386
Financial liabilities
Long-term ‘project finance’ loans
2
103,898,137 56,055,498 103,898,137 56,055,498 
Short-term loans
1
1,466,139 6,220,425 1,466,139 6,220,425
LC bill discounting and buyers’ credit facility
1
3,506,060 8,586,475 3,506,060 8,586,475
Current trade and other payables
1
42,114,288 7,809,652 42,114,288 7,809,652
Non-current trade and other payables
2
3,369,758 1,396,701 3,369,758 1,396,701
 154,354,382 80,068,751 154,354,382 80,068,751
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 The fair value of loans from banks and other financial indebtedness, obligations under finance leases, 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.
3 Fair value of available-for-sale instruments held for trading purposes are derived from quoted market prices in active markets. Fair value of available-for-sale unquoted equity 
instruments are derived from valuation performed at the year end. 
  74
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Financial Statements
27. 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
Available-for-sale financial assets
Unquoted securities – – 274,181 274,181
Quoted securities 5,280,737 – – 5,280,737
Total 5,280,737 – 274,181 5,554,918
There were no transfers between Level 1 and 2 in the period.
Approved by the Board of Directors on 17 June 2013 and signed on behalf by:
Arvind Gupta V Narayan Swami
Chief Executive Officer Chief Financial Officer
Notes to the Consolidated Financial Statements continued
For the year ended 31 March 2013
(All amounts in £, unless otherwise stated) 75
OPG Power Ventures Plc
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Financial Statements
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
Corporate Directory 76
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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 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).
Strategic Report 
01 Highlights
02 Year under review
04 Market overview
06 Business model
08 Key performance indicators
10 Chairman’s statement
12 Chief Executive’s review
14 Responsible growth
16 Operational review
20 Principal risks
22 Financial review
26 Teamwork
28 Investing in people
32 Board of Directors
Corporate Governance
34 Corporate governance 
38 Directors’ remuneration report
41  Dir ectors’ r eport
44  Statement of Directors’ responsibilities  
in respect of the accounts
Financial Statements
45  Independent Auditors’ Report to the 
Members of OPG Power Ventures Plc
46  Consolidated Statement of Comprehensive 
Income
47  Consolidated Statement of  
Financial Position
48  Consolidated Statement of  
Changes in Equity
50  Consolidated Statement of Cash Flows
51  Notes to the Consolidated Financial 
Statements
75  Corporate Dir ectory
76  Definitions and Glossary
Gujarat site under advanced 
construction TRANSFORMATIONAL
GROWTH
OPG Power Ventures Plc
Annual Report and Accounts 
2013
Isle of Man: 
OPG Power Ventures Plc
IOMA House, Hope Street
Douglas, Isle of Man
IM1 1AP
T: +44 (0) 1624 681200
www.opgpower.com
OPG Power Ventures Plc Annual Report and Accounts 2013