infraco asia development pte. ltd. and its subsidiaries...infraco asia development pte. ltd. and its...

Company Registration No. 200901920D

Infraco Asia Development Pte. Ltd. and its subsidiaries

Annual Financial Statements31 December 2014

Building a betterworking world


General information

Directors

Kenneth Peter BaxterPeter John William Neville BirdRobert Michael EdgellTantra Narayan ThakurClive Watkin TurtonKeith Francis PalmerMatthew Leslie BartleySurender Singh

Company Secretary

Madelyn Kwang Yeit Lam

Registered Office

10 Collyer Quay#10-01 Ocean Financial CentreSingapore 049315

(Appointed on 1 October 2014)(Resigned on 30 November 2014)(Resigned on 3 March 2015)(Resigned on 3 March 2015)

Banker

Hongkong and Shanghai Banking Corporation

Auditor

Ernst &Young LLP

IndexPage

Directors' report 1

Statement by directors 3

Independent auditor's report 4

Consolidated statement of comprehensive income 6

Balance sheets 7

Statements of changes in equity 9

Consolidated cash flow statement 12

Notes to the financial statements 14


Directors' report

The directors are pleased to present their report to the members together with the auditedconsolidated financial statements of Infraco Asia Development Pte. Ltd. (the "Company") and itssubsidiaries (collectively, the "Group") and the balance sheet and statement of changes in equity ofthe Company for the financial year ended 31 December 2014.

Directors

The directors of the Company in office at the date of this report are:

Kenneth Peter BaxterPeter John William Neville BirdRobert Michael EdgellTantra Narayan ThakurClive Watkin Turton

Arrangements to enable directors to acquire shares and debentures

Neither at the end of nor at any time during the financial year was the Company a party toany arrangement whose objects are, or one of whose objects is, to enable the directors ofthe Company to acquire benefits by means of the acquisition of shares or debentures of theCompany or any other body corporate.

3. Directors' interests in shares and debentures

None of the directors, who held office at the end of the financial year, had, according to theregister of directors' shareholdings required to be kept under Section 164 of the SingaporeCompanies Act, Chapter 50, an interest in shares and share options of the Company andrelated corporations, either at the beginning of the financial year, or date of appointment iflater, or at the end of the financial year.

4. Directors' contractual benefits

Except as disclosed in the financial statements, since the end of the previous financialyear, no director of the Company has received or become entitled to receive a benefit byreason of a contract made by the Company or a related corporation with the director, orwith a firm of which the director is a member, or with a company in which the director has asubstantial financial interest.

Surender Singh and Matthew Leslie Bartley, who were directors of the Company during thefinancial year, are directors and have substantial financial interest in Nexif (Infraco)Management Pte. Ltd. ("NexiflM"). NexiflM provides management services to theCompany under an agreement dated 15 March 2010 as extended and amended by theSupplemental Deed dated 27 February 2015, which is currently valid and in force.

- 1 -


Directors'

5. Share options

(a) Options to take up unissued shares

During the financial year, no option to take up unissued shares of the Company wasgranted.

(b) Options exercised

During the financial year, there were no shares of the Company issued by virtue of theexercise of an option to take up unissued shares.

(c) Unissued shares under options exercised

At the end of the financial year, there were no unissued shares of the Company underoptions.

6. Auditor

Ernst &Young LLP have expressed their willingness to accept reappointment as auditor.

On behalf of the board of directors:

Peter John William Neville BirdDirector

~yng pNr ~.d~c3S-

- 2 -


Statement by directors

We, Kenneth Peter Baxter and Peter John William Neville Bird, being two of the directors of Infraco

Asia Development Pte. Ltd., do hereby state that, in the opinion of the directors,

(a) the accompanying balance sheets, consolidated statement of comprehensive income,

statements of changes in equity, and consolidated cash flow statement together with notes

thereto are drawn up so as to give a true and fair view of the state of affairs of the Group

and of the Company as at 31 December 2014 and the results of the business, changes in

equity and cash flows of the Group and the changes in equity of the Company for the year

ended on that date, and

(b) at the date of this statement, there are reasonable grounds to believe that the Company will

be able to pay its debts as and when they fall due.

On behalf of the board of directors:

KEDi

L.

Peter John William Neville BirdDirector

~~ ~ JUN 1~~~Singapore

- 3 -


Independent auditor's reportFor the financial year ended 31 December 2014

Independent auditor's report to the members of Infraco Asia Development Pte. Ltd.

Report on the financial statements

We have audited the accompanying financial statements of Infraco Asia Development Pte. Ltd.

(the "Company") and its subsidiaries (collectively, the "Group") set out on pages 6 to 56, which

comprise the balance sheets of the Group and the Company as at 31 December 2014, the

statements of changes in equity of the Group and the Company, the consolidated statement of

comprehensive income and the consolidated cash flow statement of the Group for the year then

ended, and a summary of significant accounting policies and other explanatory information.

Management's responsibility for the financial statements

Management is responsible for the preparation of financial statements that give a true and fair view

in accordance with the provisions of the Singapore Companies Act, Chapter 50 (the "Act") and

Singapore Financial Reporting Standards, and for devising and maintaining a system of internal

accounting controls sufficient to provide a reasonable assurance that assets are safeguarded

against loss from unauthorised use or disposition; and transactions are properly authorised and that

they are recorded as necessary to permit the preparation of true and fair profit and loss accounts

and balance sheets and to maintain accountability of assets.

Auditor's responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We

conducted our audit in accordance with Singapore Standards on Auditing. Those standards require

that we comply with ethical requirements and plan and perform the audit to obtain reasonable

assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and

disclosures in the financial statements. The procedures selected depend on the auditor's judgment,

including the assessment of the risks of material misstatement of the financial statements, whether

due to fraud or error. In making those risk assessments, the auditor considers internal control

relevant to the entity's preparation of the financial statements that give a true and fair view in order

to design audit procedures that are appropriate in the circumstances, but not for the purpose of

expressing an opinion on the effectiveness of the entity's internal control. An audit also includes

evaluating the appropriateness of accounting policies used and the reasonableness of accounting

estimates made by management, as well as evaluating the overall presentation of the financial

statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis

for our audit opinion.

- 4 -


Independent auditor's reportFor the financial year ended 31 December 2014

Independent auditor's report to the members of Infraco Asia Development Pte. Ltd.

Opinion

In our opinion, the consolidated financial statements of the Group and the balance sheet and

statement of changes in equity of the Company are properly drawn up in accordance with the

provisions of the Act and Singapore Financial Reporting Standards so as to give a true and fair

view of the state of affairs of the Group and of the Company as at 31 December 2014 and the

results, changes in equity and cash flows of the Group and the changes in equity of the Company

for the year ended on that date.

Report on other legal and regulatory requirements

In our opinion, the accounting and other records required by the Act to be kept by the Company

and by the subsidiaries incorporated in Singapore of which we are the auditors have been properly

kept in accordance with the provisions of the Act.

~~~ ~~"eErnst &Young LLPPublic Accountants andChartered AccountantsSingapore

5 June 2015

5


Consolidated statement of comprehensive incomeFor the financial year ended 31 December 2014

Other income

Operating expenses

Administrative expenses

Share of results of joint ventures

Loss before tax

Income tax expense

Loss for the year

Other comprehensive lossItems that maybe reclassified subsequently to profit orlossForeign currency translation

Total comprehensive loss for the year

Attributable to:Owners of the Company

Non-controlling interests

Total comprehensive loss for the year

Note 2014 2013

US$ US$

4 847,520 590,551

(9,182,996) (6,482,909)

(1,980,332) (2,041,386)

(194,449) (464,590)

5 (10,510,257) (8,398,334)

7 — —

(10,510,257) (8,398,334)

135,423 (758,163)

(10,374,834) (9,156,497)

(10,315,171) (8,824,585)

(59,663) (331,912)

(10,374,834) (9,156,497)

The accompanying accounting policies and explanatory notes form an integral part of the financialstatements.

- 6 -


Balance sheetsAs at 31 December 2014

Group CompanyNote 2014 2013 2014 2013

$ $

$

$

ASSETS

Non-current assets

Plant and equipment 8 10,828,935 5,750,576 6,538 1,407Goodwill 95,300 122,300 — —Investment in subsidiaries 9 — — 14,837,381 170,008Investments in joint ventures 10 9,867,238 5,315,008 — —Loan to a joint venture 14 — 1,223,005 — —

20, 791,473 12,410, 889 14, 843, 919 171,415

Current assets

Advances to subcontractors 13 4,661,731 4,658,392 — —Advances to joint ventures 14 9,112,005 38,498 — —Advances to a relatedcompany 14 1,501,000 — — —Amounts due fromsubsidiaries 14 — — 6,247,784 16,576,589Amounts due from relatedparties 14 7,245,774 3,728,996 7,110,927 4,245,920Amounts due from jointventures 14 — 124,032 — 420Loan to a joint venture 14 — 209,427 — —Other receivables 14 486,673 213,650 250,384 100,656Prepayments 170,629 17,448 12,445 11,057Deposits 14 7,547 14,559 7,547 4,752Cash and cash equivalents 15 29,636,002 16,953,768 14,777,955 9,777,356

52,821,361 25,958,770 28,407,042 30,716,750

Total assets 73,612,834 38,369,659 43,250,961 30,888,165

EQUITY AND LIABILITIES

Non-current liability

Provision for severanceallowance 17 7,604 15,105 — —Loans from a relatedcompany 17 18,659,633 — — —Loans and borrowings 18 2,972,235 — — —

21,639,472 15,105 — —

- 7 -


Balance sheetsAs at 31 December 2014

Group CompanyNote 2014 2013 2014 2013

$ $ $

$

EQUITY AND LIABILITIES

Current liabilities

Deferred capital grant 16 1,219,904 219,229 50,939 214,383Amounts due to directors 17 — 24,741 — 24,741Amounts due to relatedparties 17 1,293,998 — — —

Trade and other payables 17 1,352,610 7,135,904 1,694,784 210,879

3,866,512 7,379,874 1,745,723 450,003

Total liabilities 25,505,984 7,394,979 1,745,723 450,003

Equity attributable to equityholders of the Company

Share capital 19 67,566,835 42,689,021 67,566,835 42,689,021Share application monies 19 7,213,620 10,760,600 7,213,620 10,760,600Translation reserve (390,705) (550,473) — —Share-based paymentreserve 1,393,737 — — —Reserve on changes in non-controlling interest 428,183 — — —Accumulated losses (35,527,923) (25,052,984) (33,275,217) (23,011,459)

40,683,747 27,846,164 41,505,238 30,438,162Non-controlling interests 7,423,103 3,128,516 — —

Total equity 48,106,850 30,974,680 41,505,238 30,438,162

Total equity and liabilities 73,612,834 38,369,659 43,250,961 30,888,165


- 8 -

Infr

aco Asia Development Pte

. Ltd. and its

subsidiaries

Statements of changes in eq

uity

For the fin

anci

al year ended 31 December 2014

Reserve on

changes in

Share

Share-ba

sed

non-

Non-

Share capital

appl

icat

ion

Translation

payment

cont

roll

ing

Accumulated

cont

roll

ing

(Note 19)

monies

reserve

reserv

e interest

losses

inte

rest

s To

tal

US$

US$

US$

US$

US$

US$

Group

2014

At 1 January 2014

42,6

89,0

2110

,760

,600

(550

,473

)

—

—

(25,

052,

984)

3,12

8,51

6 30

,974

,6

Loss for the

yea

r

Other co

mpre

hens

ive lo

ss

—

—

—

—

— (1

0,47

4,93

9)

(35,

318)

(1

0,51

0,25

7)

—

—

159,768

—

—

—

(24,

345)

135,423

Tota

l comprehensive lo

ss for the

year

—

—

159,768

—

— (1

0,47

4,93

9)

(59,

663)

(10,374,834)

Cont

ribu

tion

s by

and distributions to

owners

Issu

ance

of shares

Share ap

plic

atio

n monies

24,877,814

(10,

760,

600)

—

—

—

—

—

14,117,214

—

7,21

3,62

0 —

—

—

—

—

7,21

3,62

0

Tota

l co

ntri

buti

ons by and

distributions to

owners

24,877,814

(3,546,980)

Changes in non-

controlling in

tere

stwithout change in co

ntro

lGoodwill rea

lloc

atio

nCash con

trib

utio

n by

non

-controlling

interest

—

21,330,8

—

—

—

—

428,183

—

(428

,183

) -

-

—

—

—

—

—

(27,

000)

(2

7,00

0)

—

—

—

—

—

—

4,809,433

4,809,433

Tota

l changes in ownership

interest in subsidiary

—

—

Tota

l transactions wit

h owners,

reco

gnis

ed directly in

equ

ity

24,877,814

(3,5

46,9

80)

Share -ba

sed payment

—

—

At 31 December 2014

67,566,835

7,213,620

(390

,705

) 1,393,737

—

—

428,183

—

4,35

4,25

0 4,782,433

—

—

428,183

—

1,39

3,73

7 —

- 9 -

—

4,35

4,25

0 26

,113

,267

—

—

1,39

3,73

7

428,183

(35,

527,

923)

7,

423,

103

48,1

06,8

50

Infr

aco Asia Development Pte

. Lt

d. and i±s

subsidiaries

Statements of changes in equity

For the

financial yea

r ended 31 December 2014

Group

2013

At 1 January 2013

Loss for

the

yea

r

Othe

r comprehensive lo

ss

Total comprehensive lo

ss for the

yea

rCo

ntri

buti

ons by

and dis

trib

utio

ns to owners

Issu

ance

of shares

Share app

lica

tion

monies

Cash con

trib

utio

n by

non-

controlling in

tere

st

Tota

l co

ntri

buti

ons by and distributions to

owners

Acqu

isit

ion of

joint venture with a change in

control

Tota

l changes in ownership int

eres

t in

subs

idia

ry

Tota

l transactions wit

h owners, rec

ogni

sed

directly in equity

Share

Non-

Share cap

ital

application

Tran

slation

Accumulated

controlling

(Note 18)

monies

reserve

losses

intere

sts

Total

US$

US$

US$

US$

US$

US$

1/,013,53/

10,675,484

—

16,7

78,8

72

261,

434

21,1

71,5

83

—

—

—

(8,274,112)

(124,222)

(8,398,334)

550,473

—

207,690

758,

163

—

—

(550,473)

(8,274,112)

(331,912)

(9,156,497)

15,675,484

(10,675,484)

—

—

—

5,00

0,000

—

10,7

60,6

00

—

—

—

10,7

60,6

00

—

—

—

—

3,378,696

3,378,696

15,675,484

85,116

—

—

3,378,696

19,139,296

—

—

—

—

(179

,702

) (179,702)

—

—

—

—

(179

,702

) (179,702)

15,6

75,4

84

85,116

—

—

3,19

8,99

4 18,959,594

At 31 December 2013

42,6

89,0

21

10,7

60,6

00

(550

,473

) (25,052,984)

3,128,516

30,9

74,6

80

The accompanying acc

ount

ing po

lici

es and explanatory not

es for

m an int

egra

l part of th

e financial statements.

- 10 -


Statements of changes in equityFor the financial year ended 31 December 2014

Company

2014

At 1 January 2014

Issuance of shares

Share application monies

Loss representing totalcomprehensive loss for the year

At 31 December 2014

2013

At 1 January 2013

Issuance of shares

Share application monies

Loss representing totalcomprehensive loss for the year

At 31 December 2013

Share Sharecapital Application Accumulated

(Note 19) monies losses Total

US$ US$ US$ US$

42,689,021 10,760,600 (23,011,459) 30,438,162

24,877,814 (10,760,600) — 14,117,214

— 7,213,620 — 7,213,620

— — (10,263,758) (10,263,758)

67 566 835 7,213,620 (33,275,217) 41,505,238

27,013,537 10,675,484 (16,143,803) 21,545,218

15,675,484 (10,675,484) — 5,000,000

— 10,760,600 — 10,760,600

— — (6,867,656) (6,867,656)

42,689,021 10,760,600 (23,011,459) 30,438,162



Consolidated cash flow statementFor the financial year ended 31 December 2014

2014 2013

US$ US$

Operating activities

Loss before tax (10,510,257) (8,398,334)Adjustments for:

Depreciation of plant and equipment 15,750 3,353Loss on disposal of plant and equipment — 490Provision for severance allowance (7,501) 15,105Write off of work-in-progress — 95,797Provision of impairment loss on:

- other investment — 100,000- investment in joint ventures 88,576 -- loan to a joint venture 1,566,781 -- amounts due from joint ventures 58,083 —Share of results of joint ventures 194,449 464,590Success fee payable 1,393,737 —Interest expense 320,156 —Interest income (134,349) —

Operating cash flows before changes in working capital (7,014,575) (7,718,999)

Changes in working capital:Increase in amounts due from joint ventures 65,949 (123,032)Decrease/(increase) in amounts due from related parties (3,516,778) 45,387Decrease/(increase) in other receivables (273,023) 1,050,670Decrease in prepayments (153,181) 215,044Increase in deposits 7,012 (14,559)Increase in advances to joint ventures (9,073,507) (33,405)Increase in advances to related party (1,501,000) —Increase in advances to subcontractors (3,339) (3,711,807)Decrease/(increase) in deferred capital grants 1,000,675 (204,120)Increase in amount due to related parties 1,293,998 —(Decrease)/increase in trade and other payables (5,833,334) 5,738,791(Decrease)/increase in amounts due to directors (24,741) 5,193

Net cash used in operating activities (25,025,844) (4,750,837)

Investing activities

Loan to a related company — (1,432,432)Purchase of plant and equipment (5,141,237) (3,236,907)Investments in joint ventures (4,647,815) (6,044,893)Investment in asubsidiary — (3,958,530)

Net cash flows used in investing activities (9,789,052) (14,672,762)

- 12 -


Consolidated cash flow statementFor the financial year ended 31 December 2014

Financing activities

Issuance of share capitalProceeds from loans from a related companyProceeds from bank loanShare application monies

Ordinary share capital contributed by non-controlling interests

Net cash flows generated from financing activities

Net increase/(decrease) in cash and cash equivalents

Foreign exchange

Cash and cash equivalents at beginning of the year

Cash and cash equivalents at end of the year (Note 15)

2014 2013

US$ US$

14,117,214 5,000,00018,389,517 —2,972,235 —7,213,620 10,760,600

4,809,433 3,378,696

47,502,019 19,139,296

12,687,123 (284,303)

(4,889) (443,502)

16,953,768 17,681,573

29, 636, 002 16, 953, 768


- 13 -


Notes to the financial statementsFor the financial year ended 31 December 2014

1. Corporate information

Infraco Asia Development Pte. Ltd. (the "Company") is a private limited companyincorporated in Singapore. The Company's immediate shareholders are SG Hambros TrustCompany Ltd, Multiconsult Trustees Ltd and Minimax Ltd as trustees of the PrivateInfrastructure Development Group Trust, a trust established under the laws of Mauritius.

The registered office and principal place of business are located at 10 Collyer Quay, #10-01 Ocean Financial Centre, Singapore 049315 and Level 17 Republic Plaza II, 9 RafflesPlace, Singapore 048619, respectively.

The principal activity of the Company is that of developing infrastructure projects. Theprincipal activities of the subsidiaries are disclosed in Note 9 to the financial statements.

Summary of significant accounting policies

2.1 Basis of preparation

The consolidated financial statements of the Group and the balance sheet and statement ofchanges in equity of the Company have been prepared in accordance with SingaporeFinancial Reporting Standards (FRS).

The financial statements have been prepared on the historical cost basis except asdisclosed in the accounting policies below.

The financial statements are presented in United States Dollars ("USD" or "US$").

2.2 Changes in accounting policies

The accounting policies adopted are consistent with those of the previous financial yearexcept in the current financial year, the Group has adopted all the new and revisedstandards which are effective for annual financial periods beginning on or after 1 January2014. The adoption of these standards did not have any effect on the financial performanceor position of the Group and the Company.

- 14 -



2. Summary of significant accounting policies (conYd)

2.3 Standards issued but not yet effective

The Group has not adopted the following standards that have been issued but not yeteffective:

Effective forannual periodsbeginning on or

Description after

Amendments to FRS 19 Defined Benefit Plans: Employee 1 July 2014Contributions

Improvements to FRSs (January 2014)

Amendments to FRS 102 Share Based Payment 1 July 2014

Amendments to FRS 103 Business Combinations 1 July 2014

Amendments to FRS 108 Operating Segments 1 July 2014

Amendments to FRS 16 Property, Plant and Equipment and FRS 38 1 July 2014Intangible Assets

Amendments to FRS 24 Related Party Disclosures 1 July 2014

Improvements to FRSs (February 2014)

Amendments to FRS 103 Business Combinations 1 July 2014

Amendments to FRS 113 Fair Value Measurement 1 July 2014

Amendments to FRS 27: Equity Method in Separate Financial 1 January 2016Statements

Amendments to FRS 16 and FRS 38: Clarification of Acceptable 1 January 2016Methods of Depreciation and Amortisation

Amendments to FRS 16 and FRS 41: Agriculture: Bearer Plants 1 January 2016

Amendments to FRS 111: Accounting for Acquisitions of Interests in 1 January 2016Joint Operations

Amendments to FRS 110 and FRS 28: Sale or Contributions of 1 January 2016Assets between an Investor and its Associate or Joint Venture

Improvements to FRSs (November 2014)

Amendments to FRS 105 Non-current Assets Held for Sale and 1 January 2016Discontinued Operations

Amendments to FRS 107 Financial Instruments: Disclosures 1 January 2016

Amendments to FRS 19 Employee Benefits 1 January 2016

Amendments to FRS 34 Interim Financial Reporting 1 January 2016

Amendments to FRS 1: Disclosure Initiative 1 January 2016

Amendments to FRS 110, FRS 112 and FRS 28: Investment 1 January 2016Entities: Applying the Consolidation Exceptions

FRS 115 Revenue for Contracts with Customers 1 January 2017

FRS 109 Financial Instruments 1 January 2018

The directors expect that the adoption of the standards above will have no material impacton the financial statements in the period of initial application.

- 15 -



2. Summary of significant accounting policies (cont'd)

2.4 Basis of consolidation and business combinations

(a) Basis of consolidation

The consolidated financial statements comprise the financial statements of theCompany and its subsidiaries as at the end of the reporting period. The financialstatements of the subsidiaries used in the preparation of the consolidated financialstatements are prepared for the same reporting date as the Company. Consistentaccounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and lossesresulting from intra-group transactions and dividends are eliminated in full.

Subsidiaries are consolidated from the date of acquisition, being the date on which theGroup obtains control, and continue to be consolidated until the date that such controlceases.

Losses within a subsidiary company are attributed to the non-controlling interest even ifthat results in a deficit balance.

A change in the ownership interest of a subsidiary company, without a loss of control,is accounted for as an equity transaction. If the Group loses control over a subsidiary,it:

- De-recognises the assets (including goodwill) and liabilities of the subsidiary attheir carrying amounts at the date when control is lost;

- De-recognises the carrying amount of any non-controlling interest;

- De-recognises the cumulative translation differences recorded in equity;

- Recognises the fair value of the consideration received;

- Recognises the fair value of any investment retained;

- Recognises any surplus or deficit in profit or loss;

Re-classifies the Group's share of components previously recognised in othercomprehensive income to profit or loss or retained earnings, as appropriate.

- 16 -



2.

2.4

Summary of significant accounting policies (conYd)

Basis of consolidation and business combinations (cont'd)

(b) Business combinations

Business combinations are accounted for by applying the acquisition method.Identifiable assets acquired and liabilities assumed in a business combination aremeasured initially at their fair values at the acquisition date. Acquisition-related costsare recognised as expenses in the periods in which the costs are incurred and theservices are received.

Any contingent consideration to be transferred by the acquirer will be recognised at fairvalue at the acquisition date. Subsequent changes to the fair value of the contingentconsideration which is deemed to be an asset or liability, will be recognised in profit orloss or as a change to other comprehensive income. If the contingent consideration isclassified as equity, it is not be remeasured until it is finally settled within equity.

In business combinations achieved in stages, previously held equity interests in theacquiree are remeasured to fair value at the acquisition date and any correspondinggain or loss is recognised in profit or loss.

The Group elects for each individual business combination, whether non-controllinginterest in the acquiree (if any), that are present ownership interests and entitle theirholders to a proportionate share of net assets in the event of liquidation, is recognisedon the acquisition date at fair value, or at the non-controlling interests proportionateshare of the acquiree's identifiable net assets. Other components of non-controllinginterests are measured at their acquisition date fair value, unless another measurementbasis is required by another FRS.

Any excess of the sum of the fair value of the consideration transferred in the businesscombination, the amount of non-controlling interest in the acquiree (if any), and the fairvalue of the Group's previously held equity interest in the acquiree (if any), over the netfair value of the acquiree's identifiable assets and liabilities is recorded as goodwill. Theaccounting policy for goodwill is set out in Note 2.8. In instances where the latteramount exceeds the former, the excess is recognized as gain on bargain purchase inprofit or loss on the acquisition date.

- 17 -


Notes to the financial statementsFor the financial vear ended 31 December 2014


2.5 Transaction with non-controlling interests

Non-controlling interest represented the equity in subsidiaries not attributable, directly orindirectly, to owners of the Company.

Changes in the Company's ownership interest in a subsidiary that do not result in a loss ofcontrol are accounted for as equity transactions. In such circumstances, the carryingamounts of the controlling and non-controlling interests are adjusted to reflect the changesin their relative interests in the subsidiary. Any difference between the amount by which thenon-controlling interest is adjusted and the fair value of the consideration paid or receivedis recognised directly in equity and attributed to owners of the Company.

2.6 Foreign currency

The financial statements are presented in United States Dollars, which is also theCompany's functional currency. Each entity in the Group determines its own functionalcurrency and items included in the financial statements of each entity are measured usingthat functional currency.

(a) Transactions and balances

Transactions in foreign currencies are measured in the respective functional currenciesof the Company and its subsidiary and are recorded on initial recognition in thefunctional currencies at exchange rates approximating those ruling at the transactiondates. Monetary assets and liabilities denominated in foreign currencies are translatedat the rate of exchange ruling at the end of the reporting period. Non-monetary itemsthat are measured in terms of historical cost in a foreign currency are translated usingthe exchange rates as at the dates of the initial transactions. Non-monetary itemsmeasured at fair value in a foreign currency are translated using the exchange rates atthe date when the fair value was measured.

Exchange differences arising on the settlement of monetary items or on translatingmonetary items at the end of the reporting period are recognised in profit or loss exceptfor exchange differences arising on monetary items that form part of the Group's netinvestment in foreign operations, which are recognised initially in other comprehensiveincome and accumulated under foreign currency translation reserve in equity. Theforeign currency translation reserve is reclassified from equity to profit or loss of theGroup on disposal of the foreign operation.

- 18 -




2.6 Foreign currency (cont'd)

(b) Consolidated financial statements

For consolidation purpose, the assets and liabilities of foreign operations are translatedinto USD at the rate of exchange ruling at the end of the reporting period and theirprofit or loss are translated at the exchange rates prevailing at the date of thetransactions. The exchange differences arising on the translation are recognised inother comprehensive income. On disposal of a foreign operation, the component ofother comprehensive income relating to that particular foreign operation is recognisedin profit or loss.

In the case of a partial disposal without loss of control of a subsidiary that includes aforeign operation, the proportionate share of the cumulative amount of the exchangedifferences are re-attributed to non-controlling interest and are not recognised in profitor loss. For partial disposals of associates or jointly controlled entities that are foreignoperations, the proportionate share of the accumulated exchange differences isreclassified to profit or loss.

2.7 Plant and equipment

All items of plant and equipment are initially recorded at cost. Subsequent to recognition,plant and equipment are measured at cost less accumulated depreciation and anyaccumulated impairment losses. The cost of an item of plant and equipment is recognisedas an asset if, and only if, it is probable that future economic benefits associated with theitem will flow to the Group and the cost of the item can be measured reliably.

When significant parts of plant and equipment are required to be replaced in intervals, theGroup recognises such parts as individual assets with specific useful lives anddepreciation, respectively. Likewise, when a major inspection is performed, its cost isrecognised in the carrying amount of the plant and equipment as a replacement if therecognition criteria are satisfied. All other repair and maintenance costs are recognised inprofit or loss as incurred.

All items of plant and equipment, except for construction in progress, are depreciated on astraight-line basis over the estimated useful life of the assets as follows:

Computer and software - 3 yearsMotor vehicles - 8 yearsOffice equipment - 5 years

Asset under construction included in plant and equipment are not depreciated as theseassets are not yet available for use.

The carrying values of plant and equipment are reviewed for impairment when events orchanges in circumstances indicate that the carrying value may not be recoverable.

The residual value, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.

An item of plant and equipment is derecognised upon disposal or when no future economicbenefits are expected from its use or disposal. Any gain or loss arising on derecognition ofthe asset is included in profit or loss in the year the asset is derecognised.

- 19 -




2.8 Goodwill

Goodwill is initially measured at cost. Following initial recognition, goodwill is measured atcost less any accumulated impairment losses.

For the purpose of impairment testing, goodwill acquired in a business combination is, fromthe acquisition date, allocated to the Group's cash-generating units that are expected tobenefit from the synergies of the combination, irrespective of whether other assets orliabilities of the acquiree are assigned to those units.

The cash-generating units to which goodwill have been allocated is tested for impairmentannually and whenever there is an indication that the cash-generating unit may beimpaired. Impairment is determined for goodwill by assessing the recoverable amount ofeach cash-generating unit (or group of cash-generating units) to which the goodwill relates.Where the recoverable amount of the cash-generating unit is less than the carryingamount, an impairment loss is recognised in profit or loss. Impairment losses recognisedfor goodwill are not reversed in subsequent periods.

Where goodwill forms part of acash-generating unit and part of the operation within thatcash-generating unit is disposed of, the goodwill associated with the operation disposed ofis included in the carrying amount of the operation when determining the gain or loss ondisposal of the operation. Goodwill disposed of in this circumstance is measured based onthe relative fair values of the operations disposed of and the portion of the cash-generatingunit retained.

2.9 Impairment ofnon-financial assets

The Group assesses at each reporting date whether there is an indication that an assetmay be impaired. If any indication exists, or when an annual impairment testing for anasset is required, the Group makes an estimate of the asset's recoverable amount.

An assets recoverable amount is the higher of an asset's or cash-generating unit's fairvalue less costs of disposal 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 fromother assets or group of assets. Where the carrying amount of an asset or cash-generatingunit exceeds its recoverable amount, the asset is considered impaired and is written downto its recoverable amount. In assessing value in use, the estimated future cash flowsexpected to be generated by the asset are discounted to their present value using apre-taxdiscount rate that reflects current market assessments of the time value of money and therisks specific to the asset. In determining fair value less costs of disposal, recent markettransactions are taken into account, if available. If no such transactions can be identified,an appropriate valuation model is used.

Impairment losses of continuing operations are recognised in profit or loss in thoseexpense categories consistent with the function of the impaired asset.

- 20 -



Summary of significant accounting policies (cont'd)

2.9 Impairment ofnon-financial assets (cont'd)

For assets excluding goodwill, an assessment is made at each reporting date as to whetherthere is any indication that previously recognised impairment losses may no longer exist ormay have decreased. If such indication exists, the Group estimates the asset's or cash-generating units recoverable amount. A previously recognised impairment loss is reversedonly if there has been a change in the estimates used to determine the asset's recoverableamount since the last impairment loss was recognised. If that is the case, the carryingamount of the asset is increased to its recoverable amount. That increase cannot exceedthe carrying amount that would have been determined, net of depreciation, had noimpairment loss been recognised previously. Such reversal is recognised in profit or loss.

2.10 Subsidiaries

A subsidiary is an investee that is controlled by the Group. The Group controls over aninvestee when it is exposed, or has rights, to variable returns from its involvement with theinvestee and has the ability to affect those returns through its power over the investee.

In the Company's separate financial statements, investments in subsidiaries are accountedfor at cost less impairment losses.

2.11 Joint arrangements

A joint arrangement is a contractual arrangement whereby two or more parties have jointcontrol. Joint control is the contractually agreed sharing of control of an arrangement,which exists only when decisions about the relevant activities require the unanimousconsent of the parties sharing control.

A joint arrangement is classified either as joint operation or joint venture, based on therights and obligations of the parties to the arrangement.

To the extent the joint arrangement provides the Group with rights to the assets andobligations for the liabilities relating to the arrangement, the arrangement is a jointoperation. To the extent the joint arrangement provides the Group with rights to the netassets of the arrangement, the arrangement is a joint venture.

The Group recognises its interest in a joint venture as an investment and accounts for theinvestment using the equity method. On acquisition of the investment, any excess of thecost of the investment over the Group's share of the net fair value of the investee'sidentifiable assets and liabilities is accounted as goodwill and is included in the carryingamount of the investment. Any excess of the Group's share of the net fair value of theinvestee's identifiable assets and liabilities over the cost of the investment is included asincome in the determination of the entity's share of the associate or joint venture's profit orloss in the period in which the investment is acquired.

- 21 -




2.11 Joint arrangements (cont'd)

Under the equity method, the investment in joint ventures are carried in the balance sheetat cost plus post-acquisition changes in the Group's share of net assets of the jointventures. The profit or loss reflects the share of results of the operations of the jointventures. Distributions received from joint ventures reduce the carrying amount of theinvestment. Where there has been a change recognised in other comprehensive income bythe joint venture, the Group recognises its share of such changes in other comprehensiveincome. Unrealised gains and losses resulting from transactions between the Group andjoint venture are eliminated to the extent of the interest in the joint ventures.

When the Group's share of losses in a joint venture equals or exceeds its interest in thejoint venture, the Group does not recognise further losses, unless it has incurredobligations or made payments on behalf of the joint venture.

After application of the equity method, the Group determines whether it is necessary torecognise an additional impairment loss on the Group's investment in joint ventures. The

Group determines at the end of each reporting period whether there is any objective

evidence that the investment in the joint venture is impaired. If this is the case, the Group

calculates the amount of impairment as the difference between the recoverable amount ofthe joint venture and its carrying value and recognises the amount in profit or loss.

The financial statements of the joint ventures are prepared for the same reporting period asthe Company. Where necessary, adjustments are made to bring the accounting policies in

line with those of the Group.

2.12 Financial instruments

(a) Financial assets

Initial recognition and measurement

Financial assets are recognised when, and only when, the Group becomes a party to

the contractual provisions of the financial instrument. The Group determines the

classification of its financial assets at initial recognition.

When financial assets are recognised initially, they are measured at fair value, plus, in

the case of financial assets not at fair value through profit or loss, directly attributable

transaction costs.

- 22 -




2.12 Financial instruments (cont'dJ

(a) Financial assets (cont'd)

Subsequent measurement

The subsequent measurement of financial assets depends on their classification asfollows:

(i) Loans and receivables

Non-derivative financial assets with fixed or determinable payments that are notquoted in an active market are classified as loans and receivables. Subsequent toinitial recognition, loans and receivables are measured at amortised cost using the

effective interest method less impairment. Gains and losses are recognised in profitor loss when the loans and receivables are derecognised or impaired, and throughthe amortisation process.

(ii) Available-for-sale financial assets

Available-for-sale financial assets include equity and debt securities. Equityinvestments classified as available-for-sale are those, which are neither classified

as held for trading nor designated at fair value through profit or loss. Debt

securities in this category are those which are intended to be held for an indefinite

period of time and which may be sold in response to needs for liquidity or in

response to changes in the market conditions.

After initial recognition, available-for-sale financial assets are subsequently

measured at fair value. Any gains or losses from changes in fair value of the

financial assets are recognised in other comprehensive income, except that

impairment losses, foreign exchange gains and losses on monetary instruments

and interest calculated using the effective interest method are recognised in profit

or loss. The cumulative gain or loss previously recognised in other comprehensive

income is reclassified from equity to profit or loss as a reclassification adjustment

when the financial asset is de-recognised.

Investment in equity instruments whose fair value cannot be reliably measured are

measured at cost less impairment loss.

Derecognition

A financial asset is derecognised where the contractual right to receive cash flows from

the asset has expired. On derecognition of a financial asset in its entirety, the

difference between the carrying amount and the sum of the consideration received and

any cumulative gain or loss that had been recognised in other comprehensive income

is recognised in profit or loss.

- 23 -




2.12 Financial instruments (cont'd)

(b) Financial liabilities

Initial recognition and measurement

Financial liabilities are recognised when, and only when, the Group becomes a party to

the contractual provisions of the financial instrument. The Group determines the

classification of its financial liabilities at initial recognition.

All financial liabilities are recognised initially at fair value plus, in the case of non-

derivative financial liabilities not at fair value through profit or loss, directly attributable

transaction costs.

Subsequent measurement

Non-derivative financial liabilities

After initial recognition, non-derivative financial liabilities are subsequently measured at

amortised cost using the effective interest method. Gains and losses are recognised in

profit or loss when the liabilities are derecognised, and through the amortisation

process.

De-recognition

A financial liability is derecognised when the obligation under the liability is discharged

or cancelled or expires. When an existing financial liability is replaced by another from

the same lender on substantially different terms, or the terms of an existing liability are

substantially modified, such an exchange or modification is treated as a de-recognition

of the original liability and the recognition of a new liability, and the difference in the

respective carrying amounts is recognised in profit or loss.

(c) Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount is presented in

the balance sheets, when and only when, there is a currently enforceable legal right to

set off the recognised amounts and there is an intention to settle on a net basis, or to

realise the assets and settle the liabilities simultaneously.

- 24 -




2.13 Impairment of financial assets

The Group assesses at each reporting date whether there is any objective evidence that afinancial asset is impaired.

(a) Financial assets carried at amortised cost

For financial assets carried at amortised cost, the Group first assesses whetherobjective evidence of impairment exists individually for financial assets that areindividually significant, or collectively for financial assets that are not individuallysignificant. If the Group determines that no objective evidence of impairment exists foran individually assessed financial asset, whether significant or not, it includes the assetin a group of financial assets with similar credit risk characteristics and collectively

assesses them for impairment. Assets that are individually assessed for impairmentand for which an impairment loss is, or continues to be recognised are not included in acollective assessment of impairment.

If there is objective evidence that an impairment loss on financial assets carried atamortised cost has incurred, the amount of the loss is measured as the difference

between the assets carrying amount and the present value of estimated future cash

flows discounted at the financial asset's original effective interest rate. If a loan has a

variable interest rate, the discount rate for measuring any impairment loss is the current

effective interest rate. The carrying amount of the asset is reduced through the use of

an allowance account. The impairment loss is recognised in profit or loss.

When the asset becomes uncollectible, the carrying amount of impaired financial

assets is reduced directly or if an amount was charged to the allowance account, the

amounts charged to the allowance account are written off against the carrying value of

the financial asset.

To determine whether there is objective evidence that an impairment loss on financial

assets has been incurred, the Group considers factors such as the probability of

insolvency or significant financial difficulties of the debtor and default or significant

delay in payments.

If in a subsequent period, the amount of the impairment loss decreases and the

decrease can be related objectively to an event occurring after the impairment was

recognised, the previously recognised impairment loss is reversed to the extent that the

carrying amount of the asset does not exceed its amortised cost at the reversal date.

The amount of reversal is recognised in profit or loss.

(b) Financial assets carried at cost

If there is objective evidence (such as significant adverse changes in the business

environment where the issuer operates, probability of insolvency or significant financial

difficulties of the issuer) that an impairment loss on financial assets carried at cost has

been incurred, the amount of the loss is measured as the difference between the

assets carrying amount and the present value of estimated future cash flows

discounted at the current market rate of return for a similar financial asset. Such

impairment losses are not reversed in subsequent periods.

25 -




2.14 Cash and cash equivalents

Cash and cash equivalents comprises cash at bank and in hand that are readily convertibleto known amounts of cash and which are subject to an insignificant risk of changes invalue.

2.15 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive)as a result of a past event, it is probable that an outflow of resources embodying economicbenefits will be required to settle the obligation and the amount of the obligation can beestimated reliably.

Provisions are reviewed at the end of each reporting period and adjusted to reflect thecurrent best estimate. If it is no longer probable that an outflow of economic resources willbe required to settle the obligation, the provision is reversed. If the effect of the time valueof money is material, provisions are discounted using a current pre tax rate that reflects,where appropriate, the risks specific to the liability. When discounting is used, the increasein the provision due to the passage of time is recognised as a finance cost.

2.16 Capital grants

Capital grants are recognised when there is reasonable assurance that the grant will bereceived and all attaching conditions will be complied with.

Capital grants are recognised in profit or loss on a systematic basis over the periods inwhich the entity recognises as expenses the related costs for which the grants are intendedto compensate. Grants related to income are presented as a credit in profit or loss, as"Other income".

2.17 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directlyattributable to the acquisition, construction or production of that asset. Capitalisation ofborrowing costs commences when the activities to prepare the asset for its intended use orsale are in progress and the expenditures and borrowing costs are incurred. Borrowingcosts are capitalised until the assets are substantially completed for their intended use orsale. All other borrowing costs are expensed in the period they occur. Borrowing costsconsist of interest and other costs that an entity incurs in connection with the borrowing offunds.

- 26 -




2.18 Employee benefits

(a) Defined contribution plans

The Group participates in the national pension schemes as defined by the laws of thecountries in which it has operations. In particular, the Singapore companies in theGroup make contributions to the Central Provident Fund scheme in Singapore, adefined contribution pension scheme. Contributions to defined contribution pensionschemes are recognised as an expense in the period in which the related service isperformed.

(b) Employee leave entitlement

Employee entitlements to annual leave are recognised as a liability when they accrueto employees. The estimated liability for leave is recognised for services rendered byemployees up to the reporting period.

2.19 Leases

The determination of whether an arrangement is, or contains a lease is based on thesubstance of the arrangement at inception date: whether fulfilment of the arrangement isdependent on the use of a specific asset or assets or the arrangement conveys a right touse the asset, even if that right is not explicitly specified in an arrangement.

As lessee

Operating lease payments are recognised as an expense in profit or loss on a straight-linebasis over the lease term. The aggregate benefit of incentives provided by the lessor is

recognised as a reduction of rental expense over the lease term on a straight-line basis.

2.20 Share-based payment

The cost of acash-settled share-based payment transaction with the service provider ismeasured initially at fair value at the date the Company obtains the goods or the serviceprovider renders the service. This fair value is recognised in profit or loss with recognition ofa corresponding liability. Until the liability in settled, it is remeasured at each reporting datewith changes in fair value recognised in profit or loss.

The cost of equity-settled share based payment transactions with the service provider ismeasured at fair value at the date the Group obtains the goods or the service providerrenders the service. This cost is recognised in profit or loss, with a corresponding increasein share-based payment reserve.

- 27 -



Summary of significant accounting policies (cont'd)

2.21 Taxes

(a) Current income tax

Current income tax assets and liabilities for the current and prior periods are measuredat the amount expected to be recovered from or paid to the taxation authorities. The taxrates and tax laws used to compute the amount are those that are enacted orsubstantively enacted at the end of the reporting period, in the countries where theGroup operates and generates taxable income.

Current income taxes are recognised in profit or loss except to the extent that the taxrelates to items recognised outside profit or loss, either in other comprehensive incomeor directly in equity. Management periodically evaluates positions taken in the taxreturns with respect to situations in which applicable tax regulations are subject tointerpretation and establishes provisions where appropriate.

(b) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the endof the reporting period between the tax bases of assets and liabilities and their carryingamounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

Where the deferred tax liability arises from the initial recognition of goodwill or of anasset or liability in a transaction that is not a business combination and, at the timeof the transaction, affects neither the accounting profit nor taxable profit or loss;and

- In respect of taxable temporary differences associated with investments in

subsidiaries, associates and interests in joint ventures, where the timing of thereversal of the temporary differences can be controlled and it is probable that thetemporary differences will not reverse in the foreseeable future.

Deferred tax assets are recognised for all deductible temporary differences, the carry

forward of unused tax credits and unused tax losses, to the extent that it is probablethat taxable profit will be available against which the deductible temporary differences,and the carry forward of unused tax credits and unused tax losses can be utilised

except:

- Where the deferred tax asset relating to the deductible temporary difference arisesfrom the initial recognition of an asset or liability in a transaction that is not a

business combination and, at the time of the transaction, affects neither the

accounting profit nor taxable profit or loss; and

- In respect of deductible temporary differences associated with investments in

subsidiaries, associates and interests in joint ventures, deferred tax assets arerecognised only to the extent that it is probable that the temporary differences will

reverse in the foreseeable future and taxable profit will be available against which

the temporary differences can be utilised.

- 28




2.21 Taxes (cont'd)

(b) Deferred tax (cont'd)

The carrying amount of deferred tax assets is reviewed at the end of each reportingperiod and reduced to the extent that it is no longer probable that sufficient taxableprofit will be available to allow all or part of the deferred tax asset to be utilised.Unrecognised deferred tax assets are reassessed at the end of each reporting periodand are recognised to the extent that it has become probable that future taxable profitwill allow the deferred tax asset to be recovered.

Deferred tax assets and liabilities are measured at the tax rates that are expected toapply in the year when the asset is realised or the liability is settled, based on tax rates(and tax laws) that have been enacted or substantively enacted at the end of eachreporting period.

Deferred tax relating to items recognised outside profit or loss is recognised outsideprofit or loss. Deferred tax items are recognised in correlation to the underlyingtransaction either in other comprehensive income or directly in equity and deferred taxarising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable rightexists to set off current income tax assets against current income tax liabilities and thedeferred taxes relate to the same taxable entity and the same taxation authority.

Tax benefits acquired as part of a business combination, but not satisfying the criteriafor separate recognition at that date, would be recognised subsequently if newinformation about facts and circumstances changed. The adjustment would either betreated as a reduction to goodwill (as long as it does not exceed goodwill) if it isincurred during the measurement period or in profit or loss.

(c) Sales tax

Revenues, expenses and assets are recognised net of the amount of sales tax except:

- Where the sales tax incurred in a purchase of assets or services is not recoverablefrom the taxation authority, in which case the sales tax is recognised as part of thecost of acquisition of the asset or as part of the expense item as applicable; and

- Receivables and payables that are stated with the amount of sales tax included.

The net amount of sales tax recoverable from, or payable to, the taxation authority isincluded as part of receivables or payables in the balance sheet.

- 29 -



2. Summary of significant accounting policies (conYd)

2.22 Share capital

Proceeds from issuance of ordinary shares are recognised as share capital in equity.Incremental costs directly attributable to the issuance of ordinary shares are deductedagainst share capital.

2.23 Contingencies

A contingent liability is:

(a) a possible obligation that arises from past events and whose existence will beconfirmed only by the occurrence or non-occurrence of one or more uncertain futureevents not wholly within the control of the Group; or

(b) a present obligation that arises from past events but is not recognised because:

(i) It is not probable that an outflow of resources embodying economic benefits will berequired to settle the obligation; or

(ii) The amount of the obligation cannot be measured with sufficient reliability.

A contingent asset is a possible asset that arises from past events and whose existencewill be confirmed only by the occurrence or non-occurrence of one or more uncertain futureevents not wholly within the control of the Group.

Contingent liabilities and assets are not recognised on the balance sheet of the Group,except for contingent liabilities assumed in a business combination that are presentobligations and which the fair values can be reliably determined.

- 30 -



Significant accounting judgements and estimates

The preparation of the Group's consolidated financial statements requires management tomake judgements, estimates and assumptions that affect the reported amounts ofrevenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at theend of each reporting date. Uncertainty about these assumptions and estimates couldresult in outcomes that could require a material adjustment to the carrying amount of theasset or liability affected in the future periods.

Income taxes

Significant judgement is involved in determining the provision for income taxes. There arecertain transactions and computations for which the ultimate tax determination is uncertainduring the ordinary course of business. The Group recognises liabilities for expected taxissues based on estimates of whether additional taxes will be due. Where the final taxoutcome of these matters is different from the amounts that were initially recognised, suchdifferences will impact the income tax and deferred tax provisions in the period in whichsuch determination is made.

Impairment of loans and receivables

The Group assesses at each reporting date whether there are any objective evidence ofimpairment that a financial asset is impaired. To determine whether there is objectiveevidence of impairment, the Group considers factors such as the probability of insolvencyor significant financial difficulties of the debtor and default or significant delay in payments.Where there is objective evidence of impairment, the amount and timing of future cashflows are estimated based on historical loss experience for assets with similar credit riskcharacteristics. The carrying amount of the Group's loans and receivables at the end of thereporting period is disclosed in Note 14 to the financial statements.

- 31 -



4.

5

Other incomeGroup

2014 2013

US$ US$

Grant income 697,257 270,201Interest income 134,349 320,350Other income 15,914 —

847,520 590,551

Grants are received from shareholders to partially fund certain costs incurred in certainprojects developed by the Group.

Loss before tax

The following items have been included in arriving at loss before tax:

Group2014 2013

US$ US$

Depreciation of plant and equipment 15,750 3,353Loss on disposal of plant and equipment — 490Consultancy Fees 387,941 660,653Legal fees 417,233 834,570Lease expenses 301,022 263,159Foreign exchange loss — realised 3,635 7,731Foreign exchange loss — unrealised 117,781 22,396Performance fee payable to a related party 515,463 558,275Success fee payable to a related party 1,393,737 —Interest expense payable to:Related party 270,116 —Financial institutions 50,040 —

Staff costs (Note 6) 3,610,885 3,542,948Impairment loss on other investment (Note 11) — 100,000Impairment loss on:Investment in joint ventures 88,576 —Loan to a joint venture 1,566,781 —Amounts due from joint ventures 58,083 —

Write off of work-in-progress (Note 12) — 95,797

- 32 -



6. Staff costs

7.

Staff costs have been included in operating and administrative expenses comprise thefollowing:

Staff salariesCPF contributionDirectors' fees

Group2014 2013

US$ US$

3,300,360 3,269,088124,501 116,826186, 024 157, 034

3,610,885 3,542,948

Key management personnel consist of the chief executive officer and the directors of theCompany and their compensation are disclosed in Note 20.

Income tax expense

Relationship between tax expense and accounting loss

A reconciliation between tax expense and the product of accounting loss multiplied by theapplicable corporate tax rate for the years ended 31 December 2014 and 2013 are asfollows:

Group2014 2013

US$ US$

Loss before tax (10,510,257) (8,398,334)

Tax calculated at tax rate of 17% (2013:17%) (1,786,744) (1,427,717)

AdjustmentsDeferred tax assets not recognised 1,386,815 1,169,568Income not subjected to tax (108,100) —Non-deductible expenses 540,340 285,014Effects of higher tax rates (11,235) (20,375)Tax exemption (10,963) (6,490)Others (10,113) —

Income tax expense recognised in profit or loss

As at 31 December 2014, the Group has unabsorbed tax losses of approximately US$29million (2013: US$22 million) available for set off against future taxable profits of the Groupfor which no deferred tax is recognised due to uncertainty of their recoverability. The use ofthese tax losses are subject to the provisions of the Income Tax Act and agreement by theInland Revenue Authority of Singapore.

- 33 -



8. Plant and equipment

Computer Motor Office Constructionand software vehicles equipment in progress Total

US$ US$ US$ US$ US$

Group

CostAs at 1 January 2013 1,037 - - - 1,037Additions 1,583 - 546 3,234,778 3,236,907Disposals (1,037) - - - (1,037)Acquisition of asubsidiary - 18,135 - 2,498,657 2,516,792

As at 31 December2013 and 1 January2014 1,583 18,135 546 5,733,435 5,753,699Additions 6,366 8,446 10,124 5,116,301 5,141,237Exchange differences - (96) (70) (47,067) (47,233)

As at 31 December2014 7,949 26,485 10,600 10,802,669 10,847,703

AccumulateddepreciationAs at 1 January 2013 317 - - - 317Charge for the year 406 2,653 294 - 3,353Disposals (547) — — — (547)

As at 31 December2013 and 1 January2014 176 2,653 294 — 3,123Charge for the year 1,235 11,779 2,736 — 15,750Exchange differences — (86) (19) — (105)

As at 31 December2014 1,411 14,346 3,011 — 18,768

Net carrying amountAs at 31 December2014 6,538 12,139 7,589 10,802,669 10,828,935

As at 31 December2013 1,407 15,482 252 5,733,435 5,750,576

- 34 -



8. Plant and equipment (cont'd)

Company

CostAs at 1 January 2013AdditionsDisposals

As at 31 December 2013 and 1 January 2014AdditionsDisposals

As at 31 December 2014

Accumulated depreciationAs at 1 January 2013Charge for the yearDisposals

As at 31 December 2013 and 1 January 2014Charge for the yearDisposals


Net carrying amount:As at 31 December 2014


- 35 -

Computerand software

US$

1,0371,583

(1,037)

1,5836, 366

7,949

317406(547)

1761,235

1411

6,538

1,407



9. Investment in subsidiaries

Company2014 2013

US$ US$

Unquoted equity shares, at cost 15,107,383 270,008Less: Provision for impairment loss (270,002) (100,000)

14,837,381 170,008

EffectiveCountry of interest held by

Name of subsidiaries incorporation Principal activities the Group2014 2013

Held by the Company

Infraco Asia Rajasthan Pte. Singapore Development of infra- 100 100Ltd. ~'~ structure projects and

provision ofconstruction, technical,operational andmanagement adviceand services

Infraco Asia Keenjhar Wind Singapore Development of infra- 100 100Pte. Ltd. ~'~ structure projects and


Infraco Asia Indus Wind Pte. Singapore Development of infra- 100 100Ltd. ~'~ structure projects and


Infraco Asia Salt Pte. Ltd. ~'~ Singapore Investment holding for 100 100salt projects

- 36 -



9. Investment in subsidiaries (cont'd)

Name of subsidiaries

Held by the Company

Viet Hydro Pte. Ltd. ~'~

Recogen Pte. Ltd. ~'~

Agmark Asia Pte. Ltd. ~'~

Infraco Asia BangladeshPower Pte. Ltd. ~

Infraco Asia Himalayan HydroPte. Ltd. ~'~

Country ofincorporation Principal activities

Singapore Development of infra-structure projects andprovision ofconstruction, technical,operational andmanagement adviceand services

Singapore Investment holding forwaste to energy projectin Sri Lanka

Singapore Development of infra-structure projects andprovision ofconstruction, technical,operational andmanagement adviceand services

Singapore Development of infra-structure projects andprovision of construction,technical, operational andmanagement advice andservices


- 37 -

Effectiveinterest held by

the Group2014 2013

77.9 100

100 100

100 100

100 100

100 100



9. Investment in subsidiaries (conYd)

Name of subsidiaries

Held by the subsidiaries

EFH Bahrain InternationalLimited ~2~


Cayman Development of infra-Islands structure projects and

provision of construction,technical, operational andmanagement advice andservices

Energy Fund Holdings Bahrain CaymanLimited ~2~ Islands

Renewgen Pte. Ltd ~'~

Lao Cai Renewable Energy(Vietnam) Joint StockCompany ~3~

Development of infra-structure projects andprovision of construction,technical, operational andmanagement advice andservices


Vietnam Development of infra-structure projects andprovision of construction,technical, operational andmanagement advice andservices

~'~ Audited by Ernst &Young Singapore

~z~ No statutory audit required in Cayman Islands

~3~ Audited by Ernst &Young Vietnam

~'~ 65°/o held by Infraco Asia Bangladesh Power Pte. Ltd.

~"~ 74% held by Recogen Pte. Ltd.

~"'~ 56.4% (2013: 100%) held by Viet Hydro Pte. Ltd.

- 38 -

Effectiveinterest held by

the Group2014 2013

65~'~ 65~'~

65~'~ 65~'~

74~"~ 74°'~

43.9 "'> 53.2~~~~~



9. Investment in subsidiaries (cont'd)

(a) Additional capital injection into Infraco Asia Keenjhar Wind Pte. Ltd.

During the year, the Company subscribed for additional equity of US$7,300,000 in a

wholly-owned subsidiary company, Infraco Asia Keenjhar Wind Pte. Ltd ("Keenjhar

Wind"). Keenjhar Wind remains as a wholly-owned subsidiary company with no changein the Group's shareholding.

(b) Changes in shareholding interest of Viet Hydro Pte. Ltd.

During the year, the Company subscribed for additional equity of US$7,537,376 in awholly-owned subsidiary company, Viet Hydro Pte. Ltd. ("Viet Hydro"). Additionally, athird party has subscribed additional shares of Viet Hydro amounting to US$2,136,700.

Following the subscription, the Group still controls Viet Hydro, retaining 77.9% of theownership interest. This transaction has been accounted for as an equity transaction

with non-controlling interests, resulting in:

Group2014

US$

Proceeds from additional share subscription 2,136,700

Net assets attributable to NCI (1,708,517)

Increase in equity attributable to parent 428,183

(c) Additional capital injection into Renewgen Pte, Ltd.

During the year, the Group subscribed for additional equity of US$1,000,000 in

Renewgen Pte. Ltd ("Renewgen") through its wholly-owned subsidiary company,

Recogen Pte. Ltd.. Renewgen remains as a wholly-owned subsidiary company with no

change in the Group's shareholding.

(d) Changes in shareholding interest of Lao Cai Renewable Energy (Vietnam) Joint

Stock Company

During the year, the Group subscribed for additional equity of US$3,502,515 in Lao Cai

Renewable Energy (Vietnam) Joint Stock Company ("Lao Cai") through a subsidiary

company, Viet Hydro Pte. Ltd. ("Viet Hydro"). Additionally, the shareholder with non-

controlling interest has subscribed for additional shares of Lao Cai amounting to

US$2,321,381. Consequent to the above, Viet Hydro's interest in Lao Cai increased

from 53.2% to 56.35%.

On completion of the transactions described in (b) above, the Group has effective

ownership interest of 43.9% in Lao Cai. The Group retains control over Lao Cai due to

control of the Lao Cai Board through Viet Hydro.

- 39 -



10. Investments in joint ventures

The Group's material investments in joint ventures are summarised below:

Metro Power Company LimitedGul Ahmed Wind Power LimitedOther joint ventures

Less: Impairment loss

Name of joint venture

Held by the subsidiaries

Asia Salt Pte. Ltd. ~'~

Gul Ahmed Wind PowerLimited ~3~

Metro Power Company Limitedc2~

Rayfam Infrastructure Pvt Ltd~3~

Gurans Energy Limited~3~

Group2014 2013

US$ US$

6,658,254 2,871,0292,287,149 1,119,3471,010,411 1,324,632

9,955,814 5,315,008(88, 576) -

9,867,238 5,315,008


Singapore Investment holding for saltprojects

Pakistan Power generation

Effectiveinterest heldby the Group2014 2013

50% 50%

49% 49%

Pakistan To build, operate and 50% 50%maintain wind powergenerating project of 50Mega Watts for generationand supply of electric power

India Infrastructure development 51% 51%and real estate acquisition

Nepal To develop own and 60% 60%manage energy, power andinfrastructure relatedprojects

- 40 -


Notes to the financial statementsFor the financial near ended 31 December 2014

10. Investment in joint ventures (cont'd)

EffectiveCountry of interest held

Name of joint venture incorporation Principal activities by the Group2014 2013

Held by the joint ventures

Asia Salt (Cambodia) Co. Cambodia Investing, developing and 50% 50%Ltd.~Z~ operating of a salt project

and salt farm and trading ofsalt

National Warehousing India Establishing warehouse 48% 48°/oCorporation Pte. Ltd.~~~ facilities for storage, quality

control and packing facilities

National Warehousing India Constructing, maintaining 49% 49%Corporation (Rajasthan) Pte. and handling of warehouseLtd.~3~ in India

~'~ Audited by Ernst &Young Singapore

~2~ Audited by member firms of EY Global in the respective countries

~3~ Audited by audit firms other than member firms of EY Global

(a) Additional capital injection into Gul Ahmed Wind Power Limited

During the year, the Group subscribed for additional equity of US$950,257 in a jointventure, Gul Ahmed Wind Power Limited ("Gul Ahmed") through its wholly-ownedsubsidiary company, InfraCo Asia Indus Wind Pte Ltd. Gul Ahmed remains as a jointventure with no change in the Group's shareholding.

(b) Additional capital injection Metro Power Company Limited

During the year, the Group subscribed for additional equity of US$3,617,558 in a joint

venture, Metro Power Company Limited ("Metro Power") through its wholly-owned

subsidiary company, InfraCo Asia Keenjhar Wind Pte Ltd. Metro Power remains as a

joint venture with no change in the Group's shareholding.

(c) Additional capital injection into Asia Salt Pte Ltd

During the year, the Group subscribed for additional equity of US$80,000 in a joint

venture, Asia Salt Pte Ltd ("Asia Salt") through its wholly-owned subsidiary company,

InfraCo Asia Salt Pte Lfd. Asia Salt remains as a joint venture with no change in the

Group's shareholding.

- 41 -



10. Investment in joint ventures (conYd)

Aggregate information about the Group's investments in joint ventures that are notindividually material are as follows:

Group2014 2013

US$ US$

Loss after tax from continuing operations 944,213 962,878Other comprehensive income — —

Total comprehensive loss 944,213 962,878

The summarised financial information of material joint ventures, and reconciliation with thecarrying amount of the investment in the consolidated financial statements are as follows:

Metro Power Company Gul Ahmed Wind PowerLimited Limited

2014 2013 2014 2013

Summarised balance sheet US$ US$ US$ US$

Cash and cash equivalents 294,369 84,620 44,597 15,868

Current assets 20,021,643 3,678,038 2,972,543 1,570,099Non-current assets 9,799,887 2,296,159 1,756,933 489,826

Total assets

Current liabilities (excludingtrade, other payables andprovisions)Other current liabilitiesNon-current liabilities (excludingtrade, other payables andprovisions)Other non-current liabilities

Total liabilities

Net assets/(liabilities)

Proportion of the Group'sownershipGroup's share of net assetsGoodwill on acquisitionOther adjustments

Carrying amount of theinvestments

29,821,530 5,974,197 4,729,476 2,059,925

592,731 473,605 221,323 8,448

16,086,734 16,122 65,812 15,007

16,679,465 489,727 287,135 23,455

13,142,065 5,484,470 4,442,341 2,036,470

50% 50% 49% 49%6,571,032 2,742,235 2,176,747 997,870108, 055 108, 055 121, 337 121, 337(20,833) 20,739 (10,935) 140

6,658,254 2,871,029 2,287,149 1,119,347

- 42 -



10. Investment in joint ventures (cont'd)

Summarised statement of comprehensive income

RevenueDepreciation and amortizationInterest incomeInterest expenseIncome tax expenseProfit/(Loss) after taxOther comprehensive incomeTotal comprehensive income

11. Other investment

12.

Metro Power CompanyLimited

2014 2013

US$ US$

Gul Ahmed Wind PowerLimited

2014 2013

US$ US$

56,800 29,198 19,492 6,522

14,878 5,591 1,751 —145,330 93,697 (53,495) (1,746)

145,330 93,697 (53,495) (1,746)

Unquoted equity investment, at costImpairment loss

Group2014 2013

US$ US$

100,000 100,000(100,000) (100,000)

Unquoted equity investment was denominated in USD, and was stated at cost as there was

no market price and the fair value cannot be reliably measured using valuation techniques.

In prior year, unquoted equity investment was impaired as the related project held by the

investment company was unlikely to move forward in the foreseeable future.

Work-in-progress

Project costsWrite-off of project costs

Group2014 2013

US$ US$

— 95,797— (95,797)

Project costs relate to expenses incurred for the power projects in India. In prior year, the

amount was written off as the related projects were unlikely to move forward in the

foreseeable future.

- 43 -



13. Advances to subcontractors

The advances to subcontractors relate to the engineering, procurement and construction

contract of the Coc San Hydropower facility located in Lao Cai province. The amount is

unsecured, non-interest bearing and is denominated in Vietnam Dong.

14. Other receivablesGroup Company

2014 2013 2014 2013

US$ US$ US$ US$

Other receivables (current)Value-added taxesreceivables 250,384 123,566 250,384 100,656

Others 236,289 90,084 — —

486,673 213,650 250,384 100,656

Advances to joint ventures 9,112,005 38,498 — —

Advances to a relatedcompany 1,501,000 — — —

Amounts due fromsubsidiaries — — 6,247,784 16,576,589

Amounts due from relatedparties 7,245,774 3,728,996 7,110,927 4,245,920

Amounts due from jointventures �

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