Trinity Capital Regulatory News (TRC)

Trinity Capital PLC

Consolidated financial statements for the year ended 31 March 2014

Trinity Capital PLC (AIM: TRC), a fund created for investing in Indian real estate and infrastructure, announces its Annual Results for the year ended 31 March 2014.

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Chairman's Report

Dear Shareholder

Much like the performance of the Indian economy, the last financial year was rather disappointing for Trinity Capital plc ("Trinity" or the "Company") measured by the number of investment realisations.

The only asset to be sold during the year was the investment in Luxor Cyber City, which generated proceeds of £9.2 million and funded most of the distribution to shareholders of £10.5 million. Details were reported in Trinity's interim financial statements. At 31 March 2014, Trinity held five investments in India, valued, after allowing for the co-investors' interests, at a total of £22.8 million, equivalent to 10.9 pence per share.

Subsequent to the end of the financial year, on 24 July 2014, Trinity announced the realisation of the investment in Jodhana, which generated net proceeds of £3.1 million.

Trinity's net asset value per share declined by 41% to 13.4 pence at 31 March 2014 from 22.9 pence at the beginning of the financial year. 5 pence of the reduction was due to the September distribution to shareholders, 1.2 pence due to a reduction in the Rupee value of investments and the remaining 3.3 pence decline was due largely to realised and unrealised losses caused by the 20% depreciation of the Rupee against Sterling during the year. The Company does not hedge its currency exposure to the Rupee. Net assets stood at £28.1 million at 31 March 2014.

Economic conditions in India continued to stagnate for much of the year. Activity in the property sector was muted as a result of limitations on mortgage lending from banks and non-bank financial institutions, high interest rates and low GDP growth and consumer demand. During the 12 months to 31 March 2014, the Bombay Stock Exchange's Realty Index rose by 3% compared with a 19% increase in the benchmark SENSEX. Business sentiment is, however, changing as a result of the election in May of a new central Government with a clear parliamentary majority. If the Government delivers on the promised economic reforms and the return of business confidence boosts economic activity, investment, lending and consumption, then the property market will gradually recover.

Following the reverse takeover and merger of Horizon with other SKIL group companies in late 2013 into a listed entity now named SKIL Infrastructure Limited, our shares were finally permitted to trade in May 2014 and we have been gradually selling our position into an illiquid market. By 22 July 2014, we had sold 39% of our holding at a weighted average price of INR 53 per share compared with a market price at the end of March 2014 of INR 101. It is disappointing that a company like SKIL would default on the acquisition of our shares when our put option was exercised in September 2013. Crystallisation of our losses through the sale of the shares in the market will permit our Mauritius subsidiary to commence legal action in India to seek damages against SKIL and its promoters. This was never our desire, and we continue to hope that SKIL's management will honour their obligations to avoid time consuming and costly litigation that can only damage SKIL's standing and the reputations of its promoters and management.

During the past financial year, Trinity witnessed a reduction of 31% in the value of the three investments jointly held with the funds managed by SachsenFonds. SachsenFonds' appeal of the Mauritius lower court order dismissing their claims on jurisdictional grounds in 2011 is unlikely to be heard until late 2014 at the earliest. We remain optimistic that if and when the case is finally heard the Mauritius appellate court will affirm the lower court's order of dismissal.

Trinity has reinitiated discussions with SachsenFonds and its partner Deutsche Fonds Holding ("DFH") with a view to trying to better understand the issues facing each of the stakeholders, protect the value of our joint investments and eventually unscramble the relationship. The German funds operate under a cloud of confidentiality and the lack of transparency and public information makes it difficult for us to assist in developing mutually beneficial solutions. Nevertheless, even if a comprehensive agreement eludes us, we are hopeful that a more open and constructive dialogue will lead to positive results.

Our largest investment is Uppal IT, which is held through our controlling equity interest in Trinity Capital (One) Limited ("TC-1"). TC-1 is owned jointly with the SachsenFonds-managed funds. In October 2013, TCML demanded repayment of its outstanding advance to TC-1 of £7.5 million. As TC-1 did not have the funds to repay, TCML commenced bankruptcy proceedings in Mauritius with a view to an independent liquidator selling TC-1's assets (principally the holding in Uppal IT) and using the proceeds to repay TCML's loan, with any residual being available to TC-1's shareholders. At 31 March 2014, Uppal IT held cash in Rupees equivalent to approximately £6.9 million. Legal processes take time in Mauritius, but we are optimistic that the result will be favourable to TCML.

We are in negotiations to sell to the promoters the mezzanine debt securities issued by DB (BKC) Realtors Private Limited (MK Malls) in which the Company, through its wholly owned subsidiary, Trinity Capital Mauritius Limited ("TCML"), has a beneficial interest through Trinity Capital (Ten) Limited ("TC-10"). The two Indian funds managed by SachsenFonds control TC-10.

Consistent with the property market in general, the Minerva residential project in Mumbai managed by the Lokhandwala group continues to encounter sluggish demand. SachsenFonds is still not prepared to permit our joint venture company to accept the offer received for the holding in the Indian entity.

During the financial year, Indiareit continued to assist in the management of the investment portfolio. Performance fees payable to Indiareit on investment realisations are currently negotiated on a case-by-case basis.

At 31 March 2014, Trinity held cash of £7.6 million and, since the end of the financial year, net proceeds of £3.9 million were received. Following a review of the Company's financial requirements to meet operating costs and liabilities, Trinity has today announced a further distribution to shareholders of £5.3 million, equivalent to 2.5 pence per share.

In the 2014/15 financial year, our main focus will be on the investments in Uppal IT, Lokhandwala and MK Malls, in respect of which we will work with SachsenFonds and DFH. We will also continue to sell our shares in SKIL.

Yours faithfully

Martin M. Adams

Chairman

Investment Manager Report

Indian Real Estate Overview

The economic indicators for the past year remained bleak - the GDP growth rate is estimated to be 4.8% in 2013-14 as per Reserve Bank of India's estimates (the lowest in 10 years). Rising prices of essential food items like vegetables, fruits and cereals have pushed up wholesale price index based inflation to five-month high of 6.01 per cent in May 2014, implying that rising prices continue to remain a worry. The central bank, while focussing on inflation, is unable to lower key rates and this in turn is impacting growth. While the Indian Rupee has stabilized at about the GBP: INR 100 level, it is still approximately 20% down from 18 months ago. The high fiscal and current account deficits remain a cause for worry.

The general economic sentiment has turned cautiously optimistic over the past month ever since the general elections in the country have resulted in a stable government at the centre - the earlier opposition party (BJP) has been given a majority mandate. It is largely expected that the new government, under the leadership of the new prime minister Mr. Narendra Modi will be decisive on the policy front, which will benefit industry and the economy as a whole. The immediate indications have been positive with the stock market breaking all time high records consistently during the first few weeks of the new government. However, any impact from these reforms on the real economy could take months or even years.

Residential real estate update

The slowdown continues, although some signs of change are emerging on a market by market basis. While high-end luxury products continue to face pressure both in terms of sales velocity and pricing, for example in Mumbai and especially in the micro-market where the Lokhandwala project is located, the mass market and mid-market products in some cities (e.g. Bangalore) have witnessed a slightly increased interest from the buyers. Actual translation of this into sales will take time and it is expected that the market may improve during the festive season towards the end of the year.

Commercial real estate update

The slowdown has significantly impacted the commercial real estate market, even more so than residential. Even in the last quarter (Q1 2014), the commercial real estate market saw sluggish transaction activity and a low level of new completions. The corporate occupiers exercised significant caution while looking at new spaces, resulting in subdued leasing activity during the first three months of the year. The majority of these deal closures took place for small to medium-sized office spaces and a large portion was consolidation to regions or micro markets where rentals were lower.

In terms of outlook, corporate demand is expected to be slow until demonstrable progress is made by the new government and its impact is felt on the economy. As regards Greater Noida, the region continues to be plagued by a severe oversupply of office space, with around two-thirds of completed stock remaining vacant.

Trinity's investments are also impacted by the macro-economic and regulatory factors. We provide below a detailed update on each asset.

Summary of Investments

Jodhana

On 18 July 2014, Trinity Capital (Seventeen) Limited sold its investment in Jodhana, which generated proceeds of £3.1 million. This equals the net carrying value of the Company's interest in the financial statements at 31 March 2014 in INR terms, but in GBP terms this generated a loss in the post year-end period of £0.1 million because of currency movements.

Uppals IT Park "Tech Oasis"

\* TCML also provided £7.5 million of mezzanine debt to TC1 in October 2008.

Market overview

There has been little improvement in the Greater Noida office market - it continues to be plagued with severe oversupply. Most of the office space remains vacant and considering the forecasted demand and upcoming supply mismatch, the situation is only expected to get worse going forward.

As mentioned in previous updates, farmers in the Greater Noida region had challenged the legality of the land acquisition by the Greater Noida/ Noida authorities. While the acquisition was upheld by the state court, construction work was stopped till master plan of the entire area was re-approved by a government planning board. This approval has since been given and construction activity continues in the region. However, some farmers continue to pursue the matter with higher courts.

Project location overview

The project land is located in Greater Noida and has frontage on the Yamuna expressway (a fully operational 165 km long access controlled six lane concrete pavement expressway connecting NCR with a major city in northern Indian city of Uttar Pradesh, Agra). It is also located very close to the Formula 1 race track. While the Expressway has been the fulcrum of real estate activity in the region, the supply of both residential and office space in the Greater Noida market as a whole far exceeds the demand at present. As a result, even though several new projects have been launched many kilometres further down from our site towards Agra, they have seen limited absorption.

Partner/ promoter overview

There is no Indian partner / promoter in this project.

Development overview

The project land is zoned for the IT/ITES industry and has received approval as a Special Economic Zone (SEZ) from the Indian government. The requisite lease premium has been paid to the local authority.

Since the development has to be constructed in line with the zoning and approval received, the product mix does not justify any development, given the market conditions. This has been the case since inception - hence, the site is still at undeveloped land stage. In any case, between October 2011 and August 2012, no construction work was permitted by the authorities due to the requirement for re-validation of the area's master plan. Subsequent to such re-validation, Uppals IT has followed up with the authorities and obtained approval for construction of a boundary wall. The design of the boundary wall had been frozen, the necessary building material requirements drawn up and the contractor had been appointed. The construction of the boundary wall is now in progress. This will further help in protecting land value and securing the site.

Uppals IT had applied for a further extension of timelines for completion of phase I of the project and has obtained further extension from the local authority on 30 April 2014.

As regards the farmer issue with the higher courts, apart from the risk as to status of ownership, there is a possibility that landowners such as Uppals IT will be asked by the authority to share in enhanced compensation payments to the farmers. However, this outcome, though a risk, is remote.

Exit/ realization strategy

The Manager has been evaluating possible realization strategies, however nothing concrete has emerged as yet. Any exit decision would need to be taken in consultation with Immobilien I and II.

A few preliminary expressions of interest to acquire the land have been received.

Horizon

Market overview

The future of the Indian logistics sector continues to look very promising, considering the current demand and unorganised nature of the industry. Experts believe that India's logistics sector would grow at a rate of 15 to 20 per cent per annum going forward.

Project location overview

SKIL Infrastructure Limited's projects include container freight stations, free trade warehousing zones, inland container depots and logistics and warehousing facilities located in different cities across the country.

Partner/ promoter overview

SKIL Group, the promoter shareholder of the company, is a leading player in the Indian infrastructure industry and has executed large scale projects nationwide. It is the SKIL group's expertise which will enable execution of Horizon's projects and creation of value.

Development overview

SKIL Infrastructure Limited is progressing its various projects with the objective of creation of greater substance. However the pace of progress has been slower than expected

Exit/ realisation strategy

The planned merger of Horizon Countrywide Logistics Limited with another listed entity of the SKIL group was completed and TC-4 was allotted shares in the new listed entity under the court approved scheme of merger. These shares are tradable on the Bombay Stock Exchange.

SKIL defaulted on the acquisition of TC-4's shares when the put option was exercised in September 2013. Given that a negotiated settlement with promoters did not work out, Trinity and the TC-4 board decided to progress with a sale of shares in the open market - however trading volume continues to be limited and hence it will take some time for all the shares are to be disposed of and an exit completed via this route. Besides, the realisation price also continues to be low, partly as a result of it being an illiquid stock. The Company will consider legal action in India to seek damages against SKIL and its promoters.

Since the financial year end, we sold 39% of our holding at a weighted average price of INR 53 per share compared with a market price at the end of March 2014 of INR 101.

Lokhandwala

Market overview

Mahalaxmi is a high-end residential hub of South Mumbai. Several iconic projects have been launched and are under construction in the micro-market by well known developers. However, it has been one of the worst hit in the recent real estate slow down owing to very high cost of apartments in this region. The supply demand mismatch continues and oversupply has led to severe pressure on sales velocity and pricing.

Project location overview

The micro-market is a well-established residential hub with all facilities and infrastructure in place and operating successfully, including top premium hotels such as Four Seasons and the Palladium. The nearby high street development known as Phoenix Mills, complete with outlets of leading clothing brands (such as Zara, Giorgio Armani etc.), a multiplex cinema, high-end food and beverage outlets, entertainment zone etc. is a well-known social destination. The area is also a commercial hub with several well-known office buildings such as Indiabulls Financial Centre, Peninsula Corporate Park, Peninsula Business Park, One Indiabulls Centre etc. in the vicinity.

Promoter/ partner overview

Lokhandwala Infrastructure, a large Mumbai based developer having a strong presence in the slum rehabilitation / redevelopment space, is the majority partner in the joint venture, and is leading the project development. The Lokhandwala Group has developed over 10 million sq. ft. of other projects in Mumbai including slum redevelopments.

Development overview

The (nearly) 2,100 slums that were at the site had already been cleared and re-located. The construction of the slum rehab building is nearing completion. Larsen and Toubro (one of India's foremost contractors) had been appointed for construction of the free-sale area, which is going on steadily after having been delayed due to several reasons by over 2 years. The project was launched as "Minerva" and comprises two proposed towers of around 84 floors each, including stilt and podium parking and amenities in addition to the slum rehabilitation buildings - around 50% of the project has now been sold.

The challenges, both regulatory and commercial continue to be faced by the project. A few of the critical approvals such as 'Floor Area Ratio' construction density (which is presently approved at 25% below plan) and the final environmental clearance of the Minerva tower are still pending. The sales velocity is under severe pressure on account of oversupply in the micro-market and general economic slowdown and 2014 has seen minimal sales. The construction costs have increased significantly over those projected which has resulted in an increase in prices of raw materials, labour and financing costs. Besides, with earlier debt repayment obligations commencing and minimal sales, the cash flow mismatch has resulted in the need for the project to take on further debt to continue construction.

Exit/ realisation strategy

Several realisation alternatives are being evaluated, including a strategic sale/ developer buyback during the development phase of the project.

Any exit decision would need to be taken in consultation with Immobilien I who are partners in TC5 and this may pose several challenges in realising a timely exit.

DB (BKC) Realtors

TC10's investment in DB (BKC) Realtors Private Limited (MK Malls) consists of (a) equity; (b) redeemable optionally convertible cumulative preference shares (ROCCPS); and (c) compulsorily convertible preference shares (CCPS). In 2007 and 2008, the capital structure of TC10 was reorganised such that the shares acquired by Immobilien I and Immobilien II in TC10 provided the economic interest in the equity and ROCCPS. TCML was issued with shares in TC10 which provide the economic interest in the CCPS, with a return on equity capped at an IRR of 20%.

MK Malls is engaged in an attractively located commercial office development in the Bandra Kurla Complex business district of Mumbai.

The amount due to TC10 on exercise of the right to sell all CCPS (in which TCML has economic interest) after the expiry of three years from the date of allotment has still not been paid by the promoters. The Manager has re-initiated dialogue with the promoters after a period of stalemate, with the objective of providing an exit to TCML. Discussions on a strategic sale/ developer buy back at an appropriate value in order to provide a timely exit to TCML are ongoing.

Directors' Report

The Directors have pleasure in presenting their report and financial statements of the Group for the year ended 31 March 2014.

Principal activity and incorporation

The Company is a closed-end investment company, incorporated on 7 March 2006 in the Isle of Man as a public limited company. Its shares were admitted to trade on the Alternative Investment Market of the London Stock Exchange on 21 April 2006.

The Group has invested in real estate and real estate related entities in India, primarily in commercial development in the office and business space, residential, retail, hospitality, and infrastructure sectors deriving returns from development, long-term capital appreciation and income.

In March 2009, shareholders voted to change the Company's investment policy by requiring the Company to gradually dispose of its assets over time and return capital to investors.

The Group has no employees.

The consolidated financial statements comprise the results of the Company and its subsidiaries (together referred to as the "Group").

Results and dividends

The Group's results for the financial year ended 31 March 2014 are set out in the Consolidated Statement of Comprehensive Income.

A review of the Group's activities is set out in the Chairman's Report and the Investment Manager's Report respectively.

During the year, the Company paid distributions of £10.5 million (2013: £10.5 million).

Directors

The Directors of the Company during the year and to date of this report were as follows:

Martin Adams (Chairman)

John Chapman

Stephen Coe

Graham Smith

Pradeep Verma

None of the Directors had interests in the shares of the Company at 31 March 2014 (2013: none). Details of the Directors' remuneration are provided in note 12.

Company Secretary

The secretary of the Company during the year and at the date of this report was Philip Scales.

Auditors

The auditors, KPMG Audit LLC, being eligible, have expressed their willingness to continue in office in accordance with Section 12(2) of the Isle of Man Companies Act 1982.

On behalf of the Board

Graham Smith

Director

28 July 2014

Statement of Directors' Responsibilities in Respect of the Annual Report and the Financial Statements

The Directors are responsible for preparing the Directors' Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year, which meet the requirements of Isle of Man company law. In addition, the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards, as adopted by the EU.

The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Parent Company and of the profit or loss of the Group for that period. 

In preparing these financial statements, the Directors are required to:

· select suitable accounting policies and then apply them consistently;

· make judgements and estimates that are reasonable and prudent;

· state whether they have been prepared in accordance with International Financial Reporting Standards, as adopted by the EU; and

· prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and Parent Company will continue in business.

The Directors are responsible for keeping proper accounting records that are sufficient to show and explain the Parent Company's transactions and disclose with reasonable accuracy at any time the financial position of the Parent Company and to enable them to ensure that its financial statements comply with the Companies Acts 1931 to 2004. They have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company's website. Legislation governing the preparation and dissemination of financial statements may differ from one jurisdiction to another.

Corporate Governance Statement

The UK Corporate Governance Code does not directly apply to companies incorporated in the Isle of Man but the Company's Board has developed its internal procedures to be in line with the recommendations of the UK Corporate Governance Code where appropriate and these are monitored on a regular basis. The Directors will continue to comply with the relevant requirements of the UK Corporate Governance Code to the extent that they consider it appropriate having regard to the Company's size and the nature of its operations. The Board is not aware of any reason that would cause it to reconsider its current approach.

Responsibilities of the Board

The Board of Directors is responsible for the implementation of the investment policy of the Company and for its overall supervision via the investment policy and objectives approved by shareholders. At each of the Company's regular Board meetings, the financial performance of the Company and its portfolio investments are reviewed.

The Board is also ultimately responsible for the Company's day-to-day operations, but in order to fulfil its obligations, the Board has delegated operations through arrangements with the Investment Manager and the Administrator. All Board members are non-executive.

Audit Committee

The Audit Committee is a sub-committee of the Board and makes recommendations to the Board which retains the right of final decision. The Audit Committee has primary responsibility for reviewing the financial statements and the accounting policies, principles and practice underlying them, liaising with the external auditors and reviewing the effectiveness of internal controls. The Audit Committee maintains a risk register to help it identify, evaluate, monitor and control risks. The Committee members are Stephen Coe (Chairman), Martin Adams, John Chapman, and Pradeep Verma.

The terms of reference of the Audit Committee covers the following:

• duties in relation to external reporting, including reviews of financial statements, shareholder communications and other announcements;

• duties in relation to the external auditors, including appointment/ dismissal, approval of fee, discussion of the audit; and

• duties in relation to internal systems, procedures and controls.

Remuneration and Nomination Committee

The Remuneration and Nomination Committee is a sub-committee of the Board and makes recommendations to the Board which retains the right of final decision. The Committee members are Stephen Coe (Chairman) and Martin Adams.

The purpose of the Committee is to:

· set the remuneration of the Directors;

· demonstrate to the shareholders of the Company that the remuneration of the non-executive Directors of the Company and its subsidiaries (the "Group") is set by a committee of the Board whose members have no personal interest in the outcome of the decisions of such committee and who will have due regard to the interests of shareholders;

· to the extent that any executive or non-executive Director may be invited to join meetings of the Committee as appropriate he shall absent himself and take no part in any discussions concerning his own remuneration or other benefits or matters within the province of the Committee; and

· consider the appropriateness of the Board's composition, and assess the suitability of potential Board members.

The Committee is authorised by the Board to:

· when the fulfilment of its duties requires, obtain any outside legal or other professional advice including the advice of independent remuneration consultants, to secure the attendance of external advisers at its meetings, if it considers this necessary, and to obtain reliable, up-to-date information about remuneration in other companies, at the expense of the Company. The Committee has full authority to commission any reports or surveys which it deems necessary to help it fulfil its obligations; and

· when the fulfilment of its duties requires, to obtain any outside legal or other professional advice including the advice of independent recruitment consultants and to secure the attendance of external advisers at its meetings, if it considers this necessary, at the expense of the Company. The Committee has full authority to commission any reports or assistance which it deems necessary to help it fulfil its obligations.

Legal Committee

The Legal Committee is a sub-committee of the Board and makes recommendations to the Board which retains the right of final decision. The Legal Committee's primary responsibility is to oversee the disputes which the Group is currently involved in. The Committee members are John Chapman (Chairman), Martin Adams and Graham Smith.

Investment Committee

The Investment Committee is a sub-committee of the Board and makes recommendations to the Board which retains the right of final decision. The Investment Committee's primary responsibility is to oversee the realisation of the Company's portfolio in consultation with the Investment Manager in accordance with the Company's investment policy. The Committee members are Martin Adams (Chairman), John Chapman and Pradeep Verma.

Report of the Independent Auditors, KPMG Audit LLC, to the members of Trinity Capital PLC

We have audited the financial statements of Trinity Capital plc for the year ended 31 March 2014 which comprise the Group Statement of Comprehensive Income, the Group and Parent Company Statements of Financial Position, the Group and Parent Company Statements of Changes in Equity, the Group Statement of Cash Flows and the related notes. The financial reporting framework that has been applied in their preparation is applicable law and International Financial Reporting Standards (IFRSs), as adopted by the EU.

This report is made solely to the Company's members, as a body, in accordance with Section 15 of the Companies Act 1982. 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 auditor's 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 Auditor

As explained more fully in the Directors' Responsibilities Statement, the Directors are responsible for the preparation of financial statements that 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 (APB's) Ethical Standards for Auditors.

 Scope of the audit of the financial statements

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.

Opinion on the financial statements

In our opinion the financial statements:

· give a true and fair view of the state of the Group's and Parent Company's affairs as at 31 March 2014 and of the Group's loss for the year then ended;

· have been properly prepared in accordance with IFRSs as adopted by the EU; and

· have been properly prepared in accordance with the provisions of Companies Acts 1931 to 2004.

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters where the Companies Acts 1931 to 2004 require us to report to you if, in our opinion:

· proper books of account have not been kept by the Parent Company and proper returns adequate for our audit have not been received from branches not visited by us; or

· the Parent Company's statement of Financial Position and Statement of Comprehensive Income are not in agreement with the books of account and returns; or

· certain disclosures of Directors' remuneration specified by law are not made; or

· we have not received all the information and explanations we require for our audit.

KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man IM99 1HN

28 July 2014

Consolidated Statement of Comprehensive Incomefor the year ended 31 March 2014

Consolidated Statement of Financial Positionas at 31 March 2014

These financial statements were approved by the Board on 28 July 2014 and signed on their behalf by

Stephen Coe Graham Smith

Director Director

Consolidated Statement of Changes in Equityfor the year ended 31 March 2014

Company Statement of Changes in Equityfor the year ended 31 March 2014

Consolidated Statement of Cash Flowsfor the year ended 31 March 2014

Notes to the Financial Statementsfor the year ended 31 March 2014

1. General information

The Company is a closed-end investment company incorporated on 7 March 2006 in the Isle of Man as a public limited company. The address of its registered office is IOMA House, Hope Street, Douglas, Isle of Man.

The Company is listed on the Alternative Investment Market (AIM) of the London Stock Exchange. 

The Company and its subsidiaries (together the "Group") invest in real estate and real estate related entities in India, primarily in commercial development in the office and business space, residential, retail, hospitality and infrastructure sectors deriving returns from development, long-term capital appreciation and income.

In March 2009, shareholders voted to change the Company's investment policy by requiring the Company to gradually dispose of its assets over time and return capital to investors.

The Group has no employees.

The consolidated financial statements were authorised for issue by the Board on 28 July 2014.

2. Summary of significant accounting policies

(a) Statement of compliance

The consolidated financial statements have been prepared in accordance with International Financial Reporting Standards (IFRSs), as adopted by the EU.

Except as described below, the accounting policies applied in these financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2013.

Changes in accounting policies

The Group has adopted the following new standards and amendments to standards, including any consequential amendments to other standards, with a date of initial application of 1 April 2013:

· IFRS 10 Consolidated Financial Statements (2011) including the amendments to IFRS 10, Investment Entities (see (a))

· IFRS 11 Joint Arrangements

· IFRS 13 Fair Value Measurement (see (b))

· Presentation of Items of Other Comprehensive Income (Amendments to IAS 1)

The nature and the effect of the significant changes are further explained below.

(a) Subsidiaries

As a result of IFRS 10 (2011), the Group has changed its accounting policy for determining whether it has control over and consequently whether it consolidates its investee companies. IFRS 10 (2011) introduces a new control model that is applicable to all investee companies, by focusing on whether the Group has power over an investee company, exposure or rights to variable returns from its involvement with the investee company and ability to use its power to affect those returns. In particular, IFRS 10 (2011) requires that the Group consolidate investee companies that it controls on the basis of de facto circumstances.

In accordance with the transitional provisions of IFRS 10 (2011), the Group reassessed the control conclusion for its investee companies at 1 April 2013. No changes resulted from this reassessment.

The amendments to IFRS 10, Investment Entities, are required for accounting periods commencing on or after 1 January 2014. These amendments require investment entities to state investments in controlled portfolio entities at fair value through profit or loss, instead of consolidating them. The Group is assessing the impact of these amendments on its financial statements. It is considered that any impact will be presentational, as the underlying investments held by the Group are currently stated at fair value in the consolidated subsidiaries.

(b) Fair value measurement

IFRS 13 establishes a single framework for measuring fair value and making disclosures about fair value measurements, when such measurements are required or permitted by other IFRSs. In particular, it unifies the definition of fair value as the price at which an orderly transaction to sell an asset or to transfer a liability would take place between market participants at the measurement date. It also replaces and expands the disclosure requirements about fair value measurements in other IFRSs, including IFRS 7 Financial Instruments: Disclosures.

In accordance with the transitional provisions of IFRS 13, the Group has applied the new fair value measurement guidance prospectively. Notwithstanding the above, the change had no significant impact on the measurements of the Group's assets and liabilities.

The consolidated financial statements incorporate the financial statements of the Company and entities controlled by the Company (its subsidiaries and subsidiary undertakings). Control is achieved where the Company has power over an investee, exposure or rights to variable returns and the ability to exert power to affect those returns.

The results of subsidiaries acquired or disposed of during the year are included in the consolidated Statement of Comprehensive Income from the effective date of acquisition or up to the effective date of disposal, as appropriate.

Where necessary, adjustments are made to the financial statements of subsidiaries to bring the accounting policies used into line with those used by the Group. All intra-group transactions, balances, income and expenses are eliminated on consolidation.

A business segment is a group of assets and operations engaged in providing products or services that are subject to risks and returns that are different from those of other business segments. A geographical segment is engaged in providing products or services within a particular economic environment that are subject to risks and returns that are different from those of segments operating in other economic environments.

The Directors are of the opinion that the Group is engaged in a single segment of business being property investment business in one geographical area being India.

Revenue includes interest receivable, dividend income and fair value gains and losses. Interest receivable is accrued on a time basis by reference to the principal outstanding and the effective interest rate applicable.

Fair value gains and losses are recognised in the period of revaluation. Dividend income from investments is recognised when the Company's right to receive payment has been established, normally the ex-dividend date.

All expenses are accounted for on an accruals basis and are presented as revenue items except for expenses that are incidental to the sale of an investment which are deducted from the disposal proceeds.

Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or loss except to the extent that it relates to a business combination, or items recognised directly in equity or in other comprehensive income.

Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates enacted or substantively enacted at the reporting date, and any adjustment to tax payable in respect of previous years. Current tax payable also includes any tax liability arising from the declaration of dividends.

Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for:

· temporary differences on the initial recognition of assets or liabilities in a transaction that is

not a business combination and that affects neither accounting nor taxable profit or loss;

· temporary differences related to investments in subsidiaries and jointly controlled entities to

the extent that it is probable that they will not reverse in the foreseeable future; and

· taxable temporary differences arising on the initial recognition of goodwill.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the reporting date.

 Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.

A deferred tax asset is recognised for unused tax losses, tax credits and deductible temporary differences, to the extent that it is probable that future taxable profits will be available against which they can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.

(a) Functional and presentation currency

Items included in the financial statements of each of the Group's entities are measured usingthe currency of the primary economic environment in which the entity operates ('the functional currency'). The consolidated financial statements are presented in Sterling, which is the Company's functional and presentation currency.

(b) Transactions and balances

Transactions in foreign currencies are translated to the respective functional currencies of Group entities at exchange rates at the dates of the transactions. Monetary assets and liabilities denominated in foreign currencies at the reporting date are translated to the functional currency at the exchange rate at that date. The foreign currency gain or loss on monetary items is the difference between amortised cost in the functional currency at the beginning of the year, adjusted for effective interest and payments during the year, and the amortised cost in foreign currency translated at the exchange rate at the end of the year.

Non-monetary assets and liabilities denominated in foreign currencies that are measured at fair value are translated to the functional currency at the exchange rate at the date that the fair value was determined. Non-monetary items in a foreign currency that are measured in terms of historical cost are translated using the exchange rate at the date of the transaction. Foreign currency differences arising on translation are recognised in profit or loss, except for differences arising on the translation of available-for-sale equity investments, a financial liability designated as a hedge of the net investment in a foreign operation that is effective, or qualifying cash flow hedges, which are recognised in other comprehensive income.

(c) Foreign operations

The assets and liabilities of foreign operations, including goodwill and fair value adjustments arising on acquisition, are translated to Sterling at exchange rates at the reporting date. The income and expenses of foreign operations are translated to Sterling at exchange rates at the dates of the transactions.

Foreign currency differences are recognised in other comprehensive income, and presented in the foreign currency translation reserve (translation reserve) in equity. However, if the operation is a non-wholly-owned subsidiary, then the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount in the translation reserve related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal. When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests. When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount is reclassified to profit or loss.

When the settlement of a monetary item receivable from or payable to a foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses arising from such a monetary item are considered to form part of a net investment in a foreign operation and are recognised in other comprehensive income, and presented in the translation reserve in equity.

Financial assets and financial liabilities are recognised when a Group entity becomes a party to the contractual provisions of a financial instrument. Financial assets and financial liabilities are offset if there is a legally enforceable right to set off the recognised amounts and interests and it is intended to settle on a net basis.

Investments of the Group where the Group does not have control are designated as at fair value through profit or loss on initial recognition. They are measured at fair value. Unrealised gains and losses arising from revaluation are recognised in profit or loss.

Investments in entities over which the Group has control are consolidated in accordance with IAS 27.

The fair value of unquoted securities is estimated by the Directors using the most appropriate valuation technique for each investment.

Securities quoted or traded on a recognised stock exchange or other regulated market are valued by reference to the last available bid price.

A provision is recognised in the statement of financial position when the Group has a present legal or constructive obligation as a result of a past event, and it is probable that an outflow of economic benefits will be required to settle the obligation, and the obligation can be reliably measured. If the effect is material, provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and, where appropriate, the risks specific to the liability.

A number of new standards, amendments to standards and interpretation are not yet effective for year ended 31 March 2014, and have not been applied in preparing these financial statements. None of these are expected to have a significant effect on the measurement of the amounts recognized on the Company's financial statements; however, IFRS 9, Financial Instruments ("IFRS9") may change the classification of financial assets.

A first effective date for IFRS 9 is yet to be announced. See note 2.1(a) regarding the Amendments to IFRS10, Investment Entities, which are first effective for periods commencing on or after 1 January 2014.

There are no other standards, interpretations or amendments to existing standards that are not yet effective that would be expected to have a significant impact on the Company.

3. Critical accounting estimates and assumptions

These disclosures supplement the commentary on financial risk management (see note 19).

Key sources of estimation uncertainty

Determining fair values

The determination of fair values for financial assets for which there are no observable market prices requires the use of valuation techniques as described in accounting policy note 2.8. For financial instruments that trade infrequently and have little price transparency, fair value is less objective, and requires varying degrees of judgement depending on liquidity, concentration, uncertainty of market factors, pricing assumptions and other risks affection the specific instrument. See also "Valuation of financial instruments" below.

Critical judgements in applying the Company's accounting policies

Critical judgements made in applying the Company's accounting policies include:

Valuation of financial instruments

The Company's accounting policy on fair value measurements is discussed in accounting policy note 2.8. The Company measures fair value using the following hierarchy that reflects the significant of inputs used in making the measurements:

· Level 1: Quoted market price (unadjusted) in an active market for and identical instrument.

· Level 2: Valuation techniques based on observable inputs, either directly (i.e. as prices) or indirectly (i.e. derived from prices). This category included instruments valued using: quoted market prices in active markets for similar instruments: quoted market prices for identical or similar instruments in markets that are considered less than active; or other valuation techniques where all significant inputs are directly or indirectly observable from market data.

· Level 3: Valuation techniques using significant unobservable inputs. This category includes all instruments where the valuation technique includes inputs not based on observable data and the unobservable inputs have a significant effect on the instrument's valuation. This category includes instruments that are valued based on quoted prices for similar instruments where significant unobservable adjustments or assumptions are required to reflect differences between the instruments.

Fair values of financial assets and financial liabilities that are traded in active markets are based on quoted market prices or dealer price quotations.

All the Company's investments measured at fair value have been valued on the basis of Level 3 described above except for SKIL Infrastructure Limited which is based on quoted market prices and therefore classified as level 1. A reconciliation from the beginning balances to the ending balances for Level 3 investments is as follows:

Financial instruments not measured at fair value

The carrying value of short-term financial assets and financial liabilities (cash, debtors and creditors) approximate their fair value.

Estimated future legal fees

As described in note 17, the Company is engaged in litigation. A provision has been made for the associated legal costs, but this amount cannot be calculated with any certainty. The actual amount may differ significantly, and will depend on the duration and complexity of the litigation, and the success or otherwise in reaching settlement with the other parties.

4. Investment management fees and performance fees

With effect from 1 February 2013, the annual investment management fee payable to Indiareit Investment Management Company ("Indiareit") reduced from US$1.69 million to US$198,000. Performance fees payable ranged from 5 per cent. to 10 per cent. of net realisation proceeds. The Investment Management Agreement expired on 31 December 2013. Indiareit continues to provide investment management services to the Company with performance fees being negotiated on an ad hoc basis. In carrying out the valuation of Investments at Fair Value (note 10), the Directors have estimated the performance fees which might be negotiated upon the disposal of individual investments.

The movements of the performance fee charge in the Statement of Comprehensive Income are made up as follows:

5. Other administration fees and expenses

6. Taxation

There is no liability for income tax in the Isle of Man.

The Group is subject to income tax in Mauritius at the rate of 15% on the chargeable income of Mauritian subsidiaries. The Mauritius subsidiaries are, however, entitled to a tax credit equivalent to the higher of the foreign tax paid and a deemed credit of 80% of the Mauritian tax on their foreign source income. No provision has been made in the financial statements due to the availability of tax losses.

7. (Loss)/earnings per share

Basic (loss)/ earnings per share is calculated by dividing the net earnings attributable to equity shareholders of the parent by the weighted average number of ordinary shares outstanding during the year.

There is no difference between fully diluted earnings per share and basic earnings per share.

8. Distributions

The Company made a distribution of 5 pence per share on 6 September 2013, amounting in total to £10.5 million (2013: 10.5 million).

9. Investments in subsidiaries

The Company has the following subsidiaries incorporated in Mauritius. They are recorded at cost in the financial statements of the Company.

In addition to above, the Company has an interest in the following entities:

(a) Uppals IT Projects Private Limited: Trinity Capital (One) Limited held 100% of the total equity share capital at 31 March 2014.

(b) Jodhana Developers Private Limited: Trinity Capital (Seventeen) Limited held over 98% of the total equity share capital but only 48.48% of the voting rights and 49% of the economic interest at 31 March 2014.

The financial statements of the subsidiaries in India are not consolidated in these financial statements, as they do not meet all the criteria for consolidation as required by IAS 27.

10. Investments - designated at fair value through profit or loss

The Group holds full or partial ownership interests in a number of unquoted Indian companies. CB Richard Ellis ("CBRE") conducted an independent valuation (acting as external valuers) of the development properties owned by three of these companies as at 31 March 2014. Based on CBRE's valuation of the development properties, which were carried out in accordance with the valuation guidelines of The Royal Institution of Chartered Surveyors, the Directors valued the Group's interest in the equity interests held in each of the Indian companies. CBRE also carried out certain Agreed Upon Procedures to test these computations of the fair value of Group's interest.

The Directors' valuations are based (where appropriate) on a discounted cash flow methodology. The methodology uses the cash-flow data generated by CBRE (which in turn is partially based on company-generated cash flows) and observable market data on interest rates and equity returns. The discount rates used for valuing equity securities are determined based on historic equity returns for other entities operating in the same industry for which market returns are observable. The Board uses models to adjust the observed equity returns to reflect the actual debt/equity financing structure of the investment. The discount rate applied varies from project to project to take account of the estimated risk and ranges between 22.1% and 26%.

The valuation of the investment in Uppals IT Project Pvt. Ltd has been prepared on the assumption that relevant lease extensions will be obtained from the local government development authority. The Board believes that such extensions will be forthcoming (and the valuation of the investment has been prepared on this basis) but there is no guarantee that this will take place. If such extensions were not obtained then the value of the land held would be materially lower.

For the remaining two investments, different methods of valuations were used. The value of the investment DB (BKC) Realtors Private Limited (MK Malls) is based on the discounted nominal value of the compulsorily convertible preference shares (excluding interest). The valuation of SKIL Infrastructure Limited is based on the closing share price on the Bombay Stock Exchange.

With the exception of the investment in SKIL Infrastructure Ltd. the investments are in projects for which there is very little or no market comparable information. Consequently the valuations are dependent on assumptions which are the subject of judgement, and a large range of possible valuations can be deduced. Due to the inherent uncertainty associated with the determination of the valuations, the amount realised on disposal may differ materially from the carrying amount in the financial statements. The impact of such uncertainty cannot be quantified

Investments are recorded at fair value are as follows:

The fair value movement on investments shown in the income statement of £12,553,000 is made up of the fair value adjustment of £9,607,000, less the £22,160,000 reversal of previous unrealised write-downs of the investment in Luxor Cyber City, and which form part of the realised loss of £24,130,000 shown in note 13.

£5,946,000 of the fair value adjustment is due to the depreciation of the Indian Rupee against Sterling, and £3,661,000 is due to the reduction on investments values measured in Indian Rupees.

IFRS 13, Fair Value Measurement requires disclosure, by class of financial instruments, if the effect of changing one or more inputs to reasonably possible alternative assumptions would result in a significant change to the fair value measurement. The information used in determination of the fair value of Level 3 investment is chosen with reference to the specific underlying circumstances and position of the investee company. On that basis, the Board believe that the impact of changing one or more of the inputs to reasonably possible alternative assumptions would not change the fair value significantly.

Fair value hierarchy of investments

The financial assets measured at fair value are valued using a fair value hierarchy as described in Note 3.

11. Share capital

The authorised share capital at 31 March 2014 and 31 March 2013 and the issued and fully paid share capital at the same dates were as follows:

The Deferred Shares rank pari passu with the Ordinary Shares save that the Deferred Shares have no right to dividends or voting rights or the right to receive notice of or attend any general meeting. On the return of capital in a winding-up of the Company or otherwise (other than re-purchases or redemptions of shares authorised by special resolution), the Deferred Shares have the right to return of par value paid up thereon in priority to the return of the par value paid up on the Ordinary Shares.

Group capital comprises share capital and reserves.

Neither the Company nor any of its subsidiaries are subject to externally imposed capital requirements.

12. Directors' remuneration

Details of Directors' remuneration during the year are as follows:

The Directors' Incentive Plan ("DIP") was approved by Shareholders on 29 November 2012, and provides for payments to Martin Adams, Pradeep Verma and John Chapman amounting, in aggregate to 1.3% of amounts distributed to shareholders. With effect from 1 September 2013, the remuneration and nomination committee amended the rates to each of the Directors benefitting from the DIP with each of their consents.

13. Disposals of investments

Realised loss on disposal of investments is as follows:

14. Net asset value (NAV)

The NAV per share is calculated by dividing the net assets attributable to the equity holders of the Company at the end of the year by the number of shares in issue as at 31 March 2014.

15. Cash and cash equivalents

16. Provision for future legal costs

The Company is engaged in a dispute, as described in note 17, with Immobilien Development Indien I GmbH & Co. KG ("Immobilien I") and Immobilien Development Indien II GmbH & Co. KG ("Immobilien II"), being limited partnerships incorporated in Germany, both sponsored by SachsenFonds Holding GmbH. A provision was established in March 2012 for the amount of the estimated legal costs yet to be incurred in the litigation. A provision of £2 million is retained for the estimate of future legal costs associated with the dispute.

The provision is as follows:

There can of course be no certainty as to the accuracy of these provisions. The actual amount may differ significantly, and will depend on the duration and complexity of the litigation, and the success or otherwise in reaching settlement with the other parties.

17. Contingent Liabilities

On 12 January 2011 the Company received a notification of claim from Immobilien I and Immobilien II. In addition to the Company, the notification was addressed to TCML, Trikona Advisers Ltd. ("TAL", the former investment adviser of the Company,) private persons who together controlled TAL, and TSF Advisers Mauritius Limited (a joint venture between TAL and SachsenFonds Asset Management GmbH). On 13 July 2011, the Supreme Court in Mauritius set aside the claim lodged by Immobilien I and Immobilien II. Immobilien I and Immobilien II appealed against that decision on 26 July 2011.

By way of background, in November 2007 and May 2008 Immobilien I and Immobilien II purchased from TCML interests in various Mauritian companies (the "TC Companies") which in turn owned equity stakes in Indian investment vehicles (the "Indian Companies") which held certain of the Company's development projects in India (the "Transactions"). Accordingly, Immobilien I and/or Immobilien II were partners with TCML in various Mauritian companies in respect of five development projects in India. One Mauritian TC Company was sold in its entirety to Immobilien I and Immobilien II. In aggregate, Immobilien I and Immobilien II paid £86.4 million for investments in which the Company had invested £41.8 million. The contracts included legal provisions in the relevant documentation whereby the Group would be obliged to make good to the acquirer the economic loss which would arise upon the non-fulfilment of certain conditions in the contractual arrangements. 

The amount claimed by Immobilien I and Immobilien II in the original pleading was their original cost of the investments, being nearly €116 million, plus amounts to compensate for prejudice, trouble, annoyance, interest and costs.

The Board remains fully committed to defending the claims made by Immobilien I and Immobilien II. The Directors do not consider it necessary to provide for the claims in the financial statements, but the Company maintains a provision of £2 million for future legal costs to defend the actions.

18. Commitments

There were no outstanding contractual commitments at the year-end (2013: nil).

19. Financial risk management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk, market price risk and interest rate risk), credit risk and liquidity risk.

Risk management is carried out by the Board, with assistance from the Investment Manager to the extent possible and as appropriate.

(i) Foreign exchange risk

The Group operates internationally and is exposed to foreign exchange risk arising from various currency exposures, primarily with respect to the Indian Rupee. Foreign exchange risk arises from future commercial transactions, recognised monetary assets and liabilities and net investments in foreign operations.

Net assets denominated in Indian Rupee at the year-end amounted to £25.9 million (2013: £50.8 million).

At 31 March 2014, had the exchange rate between the Indian Rupee and Sterling increased or decreased by 5% with all other variables held constant, the increase or decrease respectively in net assets would amount to approximately £1.3 million (2013: £2.5 million).

The Group does not hedge against foreign exchange movements.

(ii) Market price risk

The Group is exposed to market price risk arising from its investment in equity investments. All these securities present a risk of capital loss. The Board and the Investment Manager are responsible for the selection of investments and monitoring exposure to market risk. All investments are in Indian companies.

If the value of the group's investment portfolio had increased by 5%, the Group's net assets would have increased by £1.3 million (2013: £2.5 million). A decrease of 5% would have resulted in equal and opposite decrease in net assets.

The Group is exposed to property price risk, property rentals risk and the normal risks of property development through its investment in Indian real estate companies.

(iii) Cash flow and fair value interest rate risk

The Group's cash and cash equivalents are invested at short term market interest rates.

The table below summarises the Group's exposure to interest rate risks. It includes the Groups' financial assets and liabilities at the earlier of contractual re-pricing or maturity date, measured by the carrying values of assets and liabilities.

Credit risk arises on investments, cash balances and debtor balances. The amount of credit risk is equal to the amounts stated in the statement of financial position for each of these assets. Cash balances are limited to high-credit-quality financial institutions. There are no impairment provisions as at 31 March 2014 (2013: nil).

Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities and the ability to close out market positions. The Company aims to maintain flexibility in funding.

Residual undiscounted contractual maturities of financial liabilities:

20. Related party transactions

Graham Smith is a Director of the Company, and a Director of the Administrator. He has received no Directors' fees from the Company during the year (2013: nil). The fees paid by the Company to the Administrator (excluding VAT) for the year amounted to £0.1 million (2013: £0.1 million).

21. Subsequent events

Since the financial year end, Trinity Capital (Four) Limited. sold 39% of its holding in SKIL Infrastructure Ltd at a weighted average price of INR 53 per share compared with a market price at the end of March 2014 of INR 101.

On 18 July 2014, Trinity Capital (Seventeen) Limited sold its investment in Jodhana, which generated proceeds of £3.1 million. This equals the net carrying value of the Company's interest in the financial statements at 31 March 2014 in INR terms, but in GBP terms this generated a loss in the post year-end period of £0.12 million because of currency movements.

The Company further announced a distribution to shareholders of 2.5 pence per share, equivalent to £5.3 million (the "Distribution"). The Distribution will be financed from the distributable reserve created by the cancellation of share premium account that took place shortly after the Company was admitted to AIM in 2006. The Distribution will be paid on 22 August 2014 to shareholders recorded on the register on 8 August 2014. The shares will be marked ex on 6 August 2014.

There were no other material subsequent events.