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36
EREDENE CAPITAL PLC ANNUAL REPORT 2006
Transcript

EREDENE CAPITAL PLC

A N N U A L R E P O R T 2 0 0 6

CORPORATE INFORMATION

DIRECTORS Sir C J Benson

The Hon C W Cayzer

C D Crosthwaite

A J N King

G D Varley

SECRETARY AND REGISTERED OFFICE G D Varley ACA, 7 Pilgrim Street, London, EC4V 6LB, United Kingdom

COMPANY NUMBER 5330839

AUDITORS BDO Stoy Hayward LLP, 8 Baker Street, London, W1U 3LL, United Kingdom

WEBSITE www.eredene.com

SOLICITORS Faegre & Benson LLP, 7 Pilgrim Street, London, EC4V 6LB, United Kingdom

NOMINATED ADVISER AND BROKER Bridgewell Limited, 128 Queen Victoria Street, London EC4V 4BJ, United Kingdom

REGISTRARS Neville Registrars Limited, 18 Laurel Lane, Halesowen, B63 3DA, United Kingdom

A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S

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CONTENTS

CORPORATE INFORMATION

4 HIGHLIGHTS

5 CHAIRMAN'S STATEMENT

7 DIRECTORS' BIOGRAPHIES

8 REPORT OF THE DIRECTORS

11 STATEMENT OF DIRECTORS' RESPONSIBILITIES

12 REPORT OF THE INDEPENDENT AUDITORS

14 CONSOLIDATED PROFIT AND LOSS ACCOUNT

15 CONSOLIDATED STATEMENT OF TOTAL RECOGNISED GAINS AND LOSSES

16 CONSOLIDATED BALANCE SHEET

17 COMPANY BALANCE SHEET

18 CONSOLIDATED CASH FLOW STATEMENT

19 NOTES FORMING PART OF THE FINANCIAL STATEMENTS

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• Net loss for the period of £1.1m (0.68p per share);

• Net Asset Value of 23.94p per share as at 31 December 2006;

• Post balance sheet events reduce the pro-forma Net Asset Value to 23.32p

per share;

• Disposal of interests in investment portfolio to K2 Property Limited;

• Post balance sheet events increase the pro-forma cash balances from £50.2m

to £59.8m, representing 24.44p per share;

• Eredene Capital PLC (“Eredene”) becomes a self-managed investment company

following the agreed termination of external advisory agreement;

• As part of becoming a self-managed investment company, engages a

wholly exclusive project team in India under Nikhil Naik, former head of

P&O Ports India;

• Announces co-investment agreement with a new Indian investment partner;

• Announces negotiations relating to new projects with proposed equity

commitments of up to £100m; and

• Announces the appointment of Nikhil Naik to the Board.

HIGHLIGHTS

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I am pleased to announce a strategic reorganisationand planned expansion of our business following ayear of progress towards our primary goal of investingin high quality projects in India. We have become aself-managed investment company and we now planto broaden our existing strategy to include potentialinvestment in logistics, distribution warehouses andport services projects in India.

TWELVE MONTHS TO 31 DECEMBER 2006During the twelve month period to 31 December 2006, Eredene made a

loss of £1.1m representing 0.68 pence per share. As at 31 December

2006, the group had total committed equity investments of £13.9m

(2005 - nil) and cash balances of £50.2m (2005 - £3.7m) representing

20.51 pence per share. The group had a Net Asset Value (NAV) as at 31

December 2006 of £58.6m, representing 23.94 pence per share.

During the course of the year, Eredene announced that it proposed to

focus on the development of real estate projects in India. Eredene

completed a placing on the AIM market of the London Stock Exchange

(“AIM”) of 228,428,000 shares at 25 pence per share raising £57.1m

(then approximately US$100m) before expenses for this purpose. Your

board was pleased to see a number of high quality institutional investors

joining the shareholder register of Eredene or adding to their existing

holdings. These investors included GLG Partners LP, Caledonia

Investments plc, Henderson Global Investors and the Cayzer Trust.

Having raised these funds in April 2006, Eredene proceeded to build a

portfolio of three projects. Eredene has committed a total of £13.9m to

these projects, of which it has invested £8.16m to date (excluding

capitalised costs) and has further capital commitments of £5.5m,

payable on the achievement of certain milestones relating to the

development of these projects. The last of these projects was announced

in October 2006.

The board was strengthened by the addition as Non-Executive Directors

of Sir Christopher Benson, the former chairman of MEPC, Royal & Sun

Alliance and Boots the Chemist, and the Hon Charles Cayzer, a director

of Caledonia Investments plc (“Caledonia”), one of the UK’s leading

investment trusts. Charles has responsibility for Caledonia’s real estate

investments.

POST BALANCE SHEET EVENTS

Sale of Eredene Mauritius Limited

Eredene has agreed to sell its subsidiary Eredene Mauritius Limited,

which holds its investment portfolio, to K2 Property Limited (“K2”), a

subsidiary of Yatra Capital Limited (“Yatra”) for a total consideration of

£12.25m cash. K2 is advised by Saffron Capital Advisers Limited

(“Saffron”). Under this transaction, Eredene will, through the sale of

Eredene Mauritius Limited, sell its entire real estate portfolio to K2.

Of the £12.25m consideration, Eredene will receive £9.75m in respect of

its interest in the three projects in which it has invested. Eredene has

invested £8.16m in these projects to date (excluding related deal costs).

K2 will assume the deferred consideration of £5.5m for these projects.

The portfolio being sold comprises:

• A 30% stake in a combined retail, office, hotel and residential

development on a 19.5 acre site on the outskirts of Indore,

Madhya Pradesh State, announced by Eredene on 4 October

2006. Construction has yet to commence.

• A 35% stake in an integrated residential township on a 100 acre

site on the outskirts of Indore, Madhya Pradesh State,

announced by Eredene on 31 October 2006. Construction has

yet to commence.

• A 50% stake in an 800,000 sq ft shopping mall in Nashik,

Maharashtra State, announced by Eredene on 11 September

2006. Construction is underway.

The remaining balance of the £12.25m is in respect of a reimbursement

of £2.50m, for a deposit of £2.53m which Eredene paid when it entered

into a conditional term sheet to invest in the development

of a five star hotel project in Bangalore. Eredene will have no further

liability in relation to this project.

Change to a self-managed investment company

Eredene has become a self-managed investment company following the

agreed termination of its advisory agreement with Saffron, which had a

term of seven years from 10 April 2006. As part of this agreed

termination, Eredene has paid Saffron £2.39m. Eredene has also agreed

to pay Saffron Capital Securities Limited (“SCSL”) an amount of

US$500,000 – that payment will be set-off against a loan of US$500,000

(book value £274,000) owed by SCSL to Eredene. These arrangements

with SCSL will therefore have no impact on Eredene’s net cash position.

In connection with these agreements, Eredene has agreed with Saffron

that it would not deal with 10 developers which are close to Saffron in

India for a period of three years. Eredene has also agreed not to enter into

real estate projects in nine tier 2 cities for a period of six months, with

the exception of Agra, where the exclusion is for a period of one year,

together with a small number of other tier 2 and 3 cities such as

Bhavnagar and Guwahati where the exclusion is for up to two years.

Under the terms of the Saffron and SCSL agreement, all previously

CHAIRMAN’S STATEMENT

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existing agreements between Eredene and Saffron have

terminated. Accordingly, Saffron will no longer be an adviser

to Eredene.

Following the sale of Eredene Mauritius Limited and the termination with

Saffron, Eredene has pro-forma cash balances of approximately £59.8m.

Broadening of Strategy

Following the completion of these transactions, Eredene has become a

self-managed investment company and will seek to broaden its existing

investment strategy to include potential investments in logistics,

distribution warehouses and port services projects in India.

Acquisition of Deal Pipeline

Eredene has also acquired Aboyne Mauritius Limited (“Aboyne

Mauritius”) from Mr Robert Arnold for the sum of £245,000. Members

of Mr Arnold’s family are interested in a family trust which holds 8.3% of

Eredene. The assets acquired by Eredene are a deal pipeline of potential

projects involving equity commitments of up to £100m together

with the exclusive engagement of a team headed by

Mr Nikhil Naik. The potential projects are in strategic locations in India

and involve an expansion of the existing investment strategy to include

projects in the fields of logistics, distribution warehouses and port

services. It is intended that Eredene will invest through Aboyne Mauritius

which will in turn invest in one or more joint ventures

with developers.

Mr Naik holds an MSc. in Shipping Trade and Finance from City

University Business School, London. In the period 1996 to 2006,

Mr Naik worked in various senior positions in P&O Ports (India) (“P&O

Ports”) ultimately heading its South Asia and Middle East Division as

Regional Director. With P&O Ports, Mr Naik led the team that

developed/operated three of the largest private container terminals in

India; he represented P&O Ports on numerous government panels and

chaired P&O Ports’ Special Purpose Vehicles in the region. He has a

highly successful record developing and managing large investment

projects throughout South Asia. Mr Naik heads a team currently

totalling five, based in Mumbai.

Eredene’s new team in India will source, evaluate, transact and assist

Eredene exclusively in its future projects in India, as well as looking after

Eredene’s projects following its investment.

In addition to the above deal pipeline, Eredene has also signed an

exclusive agreement with Apeejay Surrendra Limited (“Apeejay”) as its

investment partner to source and co-invest in new projects in states in

the East of India including West Bengal and Orissa. Apeejay is the owner

of Typhoo Tea in the United Kingdom and has a significant

Indian presence.

Net Asset Value per Share

The sale of the projects increases the Net Asset Value (NAV) per share by

0.57p (pence), while the termination payment to Saffron and acquisition

of Aboyne Mauritius decreases the NAV by 1.19p per share. The net effect

of these two transactions is a dilution of NAV by 0.62p per share. Using

the NAV figure of 23.94p per share as at 31 December 2006, the pro-

forma NAV per share following the transactions listed above would be

23.32p. NAV is defined as the net assets at the year end divided by the

number of shares in issue at the year end.

Board Changes

I am also pleased to announce that Mr Naik will be joining the board

of directors of Eredene in a non-executive capacity with effect from

the conclusion of the forthcoming Annual General Meeting (“AGM”).

Mr Naik will not be allowed to vote on any investment proposal that he

and his team put forward to the Eredene board.

Approval of Broadened Investment Strategy

Eredene seeks to broaden its investment focus in India as indicated

above. As Eredene is an investment company quoted on AIM, it requires

the approval of its investment strategy each year at its Annual General

Meeting. Accordingly, Eredene will seek approval for this broadened

strategy at the AGM.

Change of Nominated Adviser and Broker

Eredene appointed Bridgewell Limited as its Nominated Adviser and

Broker on 11 June 2007.

Proposed Share Buy Back Facility

The board will also seek the approval of shareholders for the authority to

buy back the Company’s shares. Accordingly, a special resolution will be

proposed at the AGM for the authority to repurchase up to 14.99% of the

Company’s issued share capital through market purchases. Details of the

special resolution will be shortly forwarded to shareholders with the

Annual Report and Notice of the AGM.

CONCLUSION We believe that these changes – Eredene becoming a self-managed

investment company, a satisfactory realisation of the Eredene Mauritius

portfolio and the appointment of a dedicated and exclusive India-based

team – place Eredene in a good position to develop its investment

activities in Indian projects.

Christopher Crosthwaite

Non-Executive Chairman11 June 2007

CHAIRMAN’S STATEMENT (continued)

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Sir Christopher Benson Non-Executive Director

Sir Christopher has been involved in real estate investment and

development throughout his career. He gained significant development

experience with Arndale and thereafter became Managing Director of

MEPC. He has been chairman of MEPC, Royal & Sun Alliance, Boots the

Chemist, Costain and Albright & Wilson. He was also chairman of the

London Docklands Development Corporation.

The Hon Charles CayzerNon-Executive Director

Charles Cayzer is an Executive Director of Caledonia Investments plc, one

of the largest Investment Trusts listed on the London Stock Exchange.

Having gained experience of merchant banking, commercial banking

and corporate and project finance with Baring Brothers, Cayzer Irvine &

Co and Cayzer Limited, Charles was appointed a director of Caledonia in

1985, where he has responsibility for Caledonia's real estate

investments.

Mr Christopher CrosthwaiteNon-Executive Chairman

A partner of the international law firm Ashurst from 1972 to 2005,

Christopher has been involved in merger and acquisition and

commercial dispute activities all his working life, including many of the

contested bids of the late 1970s and early 1980s and acting for Lloyd's

Names in the syndicate disputes of the mid 1980s. In 1990 Christopher

founded the Ashurst office in Paris where as managing partner he

helped to create a leading commercial, private equity and international

finance practice.

Mr Alastair King Chief Executive

After qualifying as a solicitor in 1995, Alastair joined Baker & McKenzie,

the international law firm, where he specialised in major domestic and

cross-border merger and acquisition transactions, initial public offerings

and debt issues. Whilst with Baker & McKenzie, Alastair was based in

central Asia and then in London. From 1999 to 2002, he held several

senior positions within NewMedia SPARK PLC, an early stage technology

venture capital investor. From February 2002, he was Managing Director

of Galahad Capital PLC, then an AIM-quoted cash shell, which acquired

Shambhala Gold Limited and changed its name to Galahad Gold PLC.

Alastair founded Eredene Capital PLC in January 2005. Mr King holds a

MSc. in finance from London Business School.

Mr Gary Varley Finance Director

Gary joined PricewaterhouseCoopers in 1994, where he qualified

as a Chartered Accountant. He practised in the firm's audit,

management consultancy and forensic accounting divisions. After

leaving PwC, Gary has held a number of board level commercial

positions and gained investment experience through his role with the

AIM quoted venture capital investor, NewMedia SPARK PLC. Gary was

most recently Finance Director of Nicholas King Homes PLC, a UK

residential property developer.

BOARD OF DIRECTORS

7

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The directors present their report together with the audited financial statements for the year ended 31 December 2006.

RESULTS AND DIVIDENDS

The profit and loss account is set out on page 14 and shows the result for the year.

The directors do not recommend the payment of a dividend (2005 - £Nil).

PRINCIPAL ACTIVITIES, REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS

Business review and principal activities

During 2006 the group focused primarily on real estate opportunities in growing Indian cities. In April 2006, the group raised

£57.1m (then equivalent to US$100m) to capitalise on the foreign direct investment opportunity in the Indian real estate sector.

During 2006, the group completed its first three investments:

• 11 September 2006 - a 50% stake in a Special Purpose Vehicle (“SPV”) developing a 800,000 sq ft shopping mall in Nashik,

Maharashtra State;

• 4 October 2006 - a 30% stake in an SPV developing a combined retail, office, hotel and residential development

on a 19.5 acre site on the outskirts of Indore, Madhya Pradesh State; and

• 31 October 2006 - a 35% stake in an SPV developing an integrated residential township on a 100 acre site on the outskirts

of Indore, Madhya Pradesh State.

The results for the group show a pre-tax loss for the period of £1.0m (2005 - £0.3m). As at 31 December 2006, the group had total

committed equity investments of £13.9m (2005 - £Nil) and cash balances of £50.2m (2005 - £3.7m). Of the total committed equity

investments of £13.9m, £5.6m had been transferred as at 31 December 2006 and £8.3m remained outstanding as deferred

consideration. The deferred consideration capital commitments become payable on achievement of certain milestones relating

to the development of the projects.

Strategy

The group has focused during the year on real estate opportunities in tier 2 and 3 cities in India. Further information on the group’s

expanded strategy for the future is provided in the Chairman’s statement on pages 5 to 6.

Principal risks and uncertainties

The execution of the group's strategy is subject to a number of risks and uncertainties which include:

• Real estate and infrastructure investments are long term, illiquid investments and so the group may not be able to exit

at the time and at the price which it had forecast. The group seeks to mitigate those risks by diversifying its portfolio across

different sectors, different cities in India and different developers.

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2006

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PRINCIPAL ACTIVITIES, REVIEW OF BUSINESS AND FUTURE DEVELOPMENTS (CONTINUED)

Principal risks and uncertainties (Continued)

• Investment in India is subject to a number of government rules and regulations governing foreign investment and

changes in those rules may adversely affect the group's investments. The group monitors this risk by seeking advice from

specialist lawyers and tax advisors in India and by structuring its investments accordingly.

• The Indian real estate sector is subject to a number of local risks including title disputes and planning permission delays.

The group minimises these risks by taking legal advice and through partnering with experienced local developers.

The board will continue to monitor and, where possible, control the risks and uncertainties which could affect the business.

POST BALANCE SHEET EVENTSDetails of non-adjusting post balance sheet events are provided in note 24 of the financial statements.

FINANCIAL INSTRUMENTSDetails of the use of financial instruments by the company and its subsidiary undertakings are contained in note 14 of the financial

statements.

POLICY AND PRACTICE ON THE PAYMENT OF CREDITORSThe group's policy is to settle terms of payment with suppliers when agreeing the terms of each transaction, ensure that suppliers

are made aware of the terms of payment and abide by the terms of payment.

The number of average days purchases of the company represented by trade creditors at 31 December 2006 was 19 days

(2005 - 30 days).

DIRECTORSThe directors of the company during the year and their beneficial interests in the ordinary share capital of the parent company

were as follows:

Ordinary shares of 10p each31 December 1 January

2006 2006*

Sir C J Benson (appointed 4 May 2006) 400,000 400,000

The Hon C W Cayzer (appointed 12 September 2006) - -

C D Crosthwaite 1,100,000 800,000

A J N King 1,200,000 1,100,000

G D Varley - -

* or date of appointment (if later)

Qualifying third party indemnity provisions (as defined in section 309 B(i) of the Companies Act 1985) are in force for directors

who held office during the year.

No director has any interest in the shares of the subsidiary companies.

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2006 (Continued)

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SHARE OPTIONS

At 31 December 2006 options were outstanding to directors under the terms of share option schemes to subscribe for ordinary

shares as follows:

At At31 December Granted 31 December Exercise

2005 in year 2006 price

C D Crosthwaite 244,500 3,059,100 3,303,600 25p

A J N King 1,304,000 5,445,198 6,749,198 25p

G D Varley 407,500 1,835,460 2,242,960 25p

The options granted in 2006 become exercisable in respect of one third of the ordinary shares over which they are granted on the

first, second and third anniversary of 10 May 2006. The options will become exercisable in respect of all of the ordinary shares in

respect of which they are granted in the event of an offer for the company becoming unconditional in all respects. To the extent

that an option becomes exercisable, it may be exercised at any time up to 10 May 2016.

No options were exercised during the year (2005 - None).

GOING CONCERN

The directors consider that the group has adequate resources to continue in operational existence for the foreseeable future.

For this reason, they continue to adopt the going concern basis in preparing the financial statements.

AUDITORS

All of the current directors have taken all the steps that they ought to have taken to make themselves aware of any information

needed by the company's auditors for the purposes of their audit and to establish that the auditors are aware of that information.

The directors are not aware of any relevant audit information of which the auditors are unaware.

BDO Stoy Hayward LLP have expressed their willingness to continue in office and a resolution to re-appoint them will be proposed

at the annual general meeting.

By order of the Board

G D VarleySecretary

11 June 2007

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31 DECEMBER 2006 (Continued)

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The directors are responsible for preparing the Annual Report and the financial statements in accordance with applicable law and

United Kingdom Generally Accepted Accounting Practice.

Company law requires the directors to prepare financial statements for each financial year which give a true and fair view of the

state of affairs of the group and company and of the profit or loss of the group for that year. In preparing those 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 applicable accounting standards have been followed, subject to any material departures disclosed and

explained in the financial statements; and

• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the group will

continue in business.

The directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time the

financial position of the company and to enable them to ensure that the financial statements comply with the Companies Act

1985. They are also responsible for safeguarding the assets of the group and hence for taking reasonable steps for the prevention

and detection of fraud and other irregularities.

Financial statements are published on the group's website in accordance with legislation in the United Kingdom governing the

preparation and dissemination of financial statements, which may vary from legislation in other jurisdictions. The maintenance

and integrity of the group's website is the responsibility of the directors. The directors' responsibility also extends to the ongoing

integrity of the financial statements contained therein.

STATEMENT OF DIRECTORS'RESPONSIBILITIES

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TO THE SHAREHOLDERS OF EREDENE CAPITAL PLC

We have audited the group and parent company financial statements (the "financial statements") of Eredene Capital PLC for the

year ended 31 December 2006 which comprise the consolidated profit and loss account, the consolidated statement of total

recognised gains and losses, the consolidated and company balance sheets, the consolidated cash flow statement and the related

notes. These financial statements have been prepared under the accounting policies set out therein.

Respective responsibilities of directors and auditorsThe directors' responsibilities for preparing the annual report and the financial statements in accordance with applicable law and

United Kingdom Accounting Standards (United Kingdom Generally Accepted Accounting Practice) are set out in the statement of

directors' responsibilities.

Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and

International Standards on Auditing (UK and Ireland).

We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in

accordance with the Companies Act 1985 and whether the information given in the directors' report is consistent with those

financial statements. We also report to you if, in our opinion the company has not kept proper accounting records, if we have not

received all the information and explanations we require for our audit, or if information specified by law regarding directors'

remuneration and other transactions is not disclosed.

We read other information contained in the annual report and consider whether it is consistent with the audited financial

statements. The other information comprises only the chairman's statement, the directors' report and the statement of directors'

responsibilities. We consider the implications for our report if we become aware of any apparent misstatements or material

inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Our report has been prepared pursuant to the requirements of the Companies Act 1985 and for no other purpose. No person is

entitled to rely on this report unless such a person is a person entitled to rely upon this report by virtue of and for the purpose of

the Companies Act 1985 or has been expressly authorised to do so by our prior written consent. Save as above, we do not accept

responsibility for this report to any other person or for any other purpose and we hereby expressly disclaim any and all such liability.

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices

Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial

statements. It also includes an assessment of the significant estimates and judgements made by the directors in the preparation

of the financial statements, and of whether the accounting policies are appropriate to the group's and company's circumstances,

consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order

to provide us with sufficient evidence to give reasonable assurance that the financial statements are free from material

misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall

adequacy of the presentation of information in the financial statements.

REPORT OF THE INDEPENDENT AUDITORS

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OpinionIn our opinion:

• the group financial statements give a true and fair view, in accordance with United Kingdom Generally Accepted

Accounting Practice, of the state of the group's affairs as at 31 December 2006 and of the group's loss for the year

then ended;

• the parent company financial statements give a true and fair view, in accordance with United Kingdom Generally

Accepted Accounting Practice, of the state of the parent company's affairs as at 31 December 2006;

• the financial statements have been properly prepared in accordance with the Companies Act 1985; and

• the information given in the directors' report is consistent with the financial statements.

BDO STOY HAYWARD LLP

Chartered Accountants and Registered Auditors

London

11 June 2007

REPORT OF THE INDEPENDENT AUDITORS (Continued)

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Period12 January

Year ended toNote 31 December 31 December

2006 2005As restated

£'000 £'000

Turnover – –Administrative expenses (2,758) (450)

Operating loss 5 (2,758) (450)

Interest receivable 1,748 121

Loss on ordinary activities before taxation (1,010) (329)

Taxation 8 (106) –

Loss for the financial year (1,116) (329)

Loss per share 9

Basic and diluted (0.68)p (2.20)p

All amounts relate to continuing activities.

CONSOLIDATED PROFIT AND LOSS ACCOUNT for the year ended 31 December 2006

The notes on pages 19 to 33 form part of these financial statements.

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PeriodYear ended 12 January to

31 December 31 December2006 2005

As restated£'000 £'000

Loss for the financial year (1,116) (329)

Prior year adjustment - share-based payment (62)

Total gains and losses recognised since lastfinancial statements (1,178)

CONSOLIDATED STATEMENT OF TOTALRECOGNISED GAINS AND LOSSES for the year ended 31 December 2006

The notes on pages 19 to 33 form part of these financial statements.

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CONSOLIDATED BALANCE SHEET at 31 December 2006

The notes on pages 19 to 33 form part of these financial statements.

Note 2006 2006 2005 2005£'000 £'000 £'000 £'000

Fixed assetsInvestments 11 13,882 –

Current assetsDebtors 12 3,112 11

Cash at bank and in hand 50,191 3,724

53,303 3,735

Creditors: amounts falling duewithin one year 13 (8,578) (104)

Net current assets 44,725 3,631

Total assets less current liabilities 58,607 3,631

Provisions for liabilities 15 (27) –

Net assets 58,580 3,631

Capital and reservesCalled up share capital 16 24,473 1,630

Share premium account 17 35,146 2,268

Profit and loss account 17 (1,039) (267)

Shareholders' funds 18 58,580 3,631

The financial statements were approved by the Board of Directors and authorised for issue on 11 June 2007.

A J N KingDirector

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COMPANY BALANCE SHEET at 31 December 2006

Note 2006 2006 2005 2005£'000 £'000 £'000 £'000

Fixed assetsInvestments 11 9,779 –

Current assetsDebtors 12 581 11

Cash at bank and in hand 49,805 3,724

50,386 3,735

Creditors: amounts falling duewithin one year 13 (308) (104)

Net current assets 50,078 3,631

Total assets less current liabilities 59,857 3,631

Provisions for liabilities 15 (27) –

Net assets 59,830 3,631

Capital and reservesCalled up share capital 16 24,473 1,630

Share premium account 17 35,146 2,268

Profit and loss account 17 211 (267)

Shareholders' funds 18 59,830 3,631

The financial statements were approved by the Board of Directors and authorised for issue on 11 June 2007.

A J N KingDirector

The notes on pages 19 to 33 form part of these financial statements.

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CONSOLIDATED CASH FLOW STATEMENT for the year ended 31 December 2006

Period12 January

Year ended toNote 31 December 31 December

2006 2005£'000 £'000

Net cash outflow from operating activities 21 (5,127) (295)

Returns on investments and servicing of financeInterest received 1,485 121

Capital expenditure and financial investmentPurchase of equity investments (5,612) –

Cash outflow before use of liquid resourcesand financing (9,254) (174)

FinancingIssue of share capital, net of issue costs of £1,386,000

(2005 - £102,000) 55,721 3,898

Increase in cash 22,23 46,467 3,724

The notes on pages 19 to 33 form part of these financial statements.

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NOTES FORMING PART OF THE FINANCIAL STATEMENTS for the year ended 31 December 2006

1. ACCOUNTING POLICIES

The financial statements have been prepared under the

historical cost convention and are in accordance with

applicable accounting standards.

In preparing these financial statements the group has

adopted for the first time FRS 20 'Share-based payment'.

Further details are given in note 2.

The following principal accounting policies have been applied:

Basis of consolidation

The consolidated financial statements incorporate the

results of Eredene Capital PLC and all of its subsidiary

undertakings as at 31 December 2006 using the

acquisition method of accounting. Results of subsidiary

undertakings are included from the date of acquisition.

All intra-group transactions, balances, income and

expenses are eliminated on consolidation.

Equity investments

Investments in which the group has a long term interest

and over whose operating and financial policies it exerts

significant influence, but which are held as part of an

investment portfolio, the value of which is through their

marketable value as part of a basket of investments, are

not regarded as joint ventures or associated undertakings.

The treatment adopted is in accordance with FRS 9

'Associates and Joint Ventures'.

Valuation of equity investments

Unquoted investments are valued using recognised

valuation methodologies, based on the International

Private Equity and Venture Capital Guidelines, which

reflect the amount for which an asset could be exchanged

between knowledgeable, willing parties on an arm's

length basis. Early-stage investments will generally be

valued at cost, less a provision if performance is

substantially below expectations.

Surpluses and deficits on the revaluation of investments

are taken to the revaluation reserve.

Foreign currency

Foreign currency transactions of individual companies are

translated at the rates ruling when they occurred.

Foreign currency monetary assets and liabilities are

translated at the rate of exchange ruling at the balance

sheet date. Any differences are taken to the profit and loss

account.

Deferred taxation

Deferred tax balances are recognised in respect of all

timing differences that have originated but not reversed

by the balance sheet date except that the recognition of

deferred tax assets is limited to the extent that the group

anticipates making sufficient taxable profits in the future

to absorb the reversal of the underlying timing

differences.

Deferred tax balances are not discounted.

Share-based payments

Where share options are awarded to employees, the fair

value of the options at the date of grant is charged to the

profit and loss account over the vesting period. Non-

market vesting conditions are taken into account by

adjusting the number of equity instruments expected to

vest at each balance sheet date so that, ultimately, the

cumulative amount recognised over the vesting period is

based on the number of options that eventually vest.

Where equity instruments are granted to persons other

than employees, the profit and loss account is charged

with fair value of goods and services received. If it is not

possible to identify the fair value of these goods or services

provided, the profit and loss account is charged with the

fair value of the options granted.

Pension costs

The company contributes to directors' and employees'

personal money-purchase pension schemes.

Contributions are charged to the profit and loss account

in the period in which they become payable.

National Insurance on share options

To the extent that the share price at the balance sheet date

is greater than the exercise price on options granted under

unapproved schemes, provision for any National Insurance

contributions has been made based on the prevailing rate

of National Insurance. The provision is accrued over the

performance period attaching to the award.

Operating leases

Operating lease rentals are charged to the profit and loss

account on a straight-line basis over the term of the lease.

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2. CHANGES TO ACCOUNTING POLICIESFRS 20 'Share-based payment' has been adopted with

effect from 1 January 2006.

FRS 20 requires that the fair value of equity-settled share-

based payments, such as share option awards, is

determined at the date of grant and is expensed on a

straight-line basis over the vesting period based on the

company's estimate of the options that will eventually

vest. In the case of options granted, fair value is

measured by a Black-Scholes pricing model.

Prior to 1 January 2006, the company accounted for share

options under the provisions of UITF Abstract 17 which

required that a charge be made to the profit and loss

account based on the difference between the market

value of the company's shares at the date of grant and

the option exercise price.

The effect of applying FRS 20 in the year ended 31

December 2006 is to increase the loss for the year by

£344,000. The effect on cash balances, net assets and

retained reserves is nil as the credit entry is charged to the

profit and loss reserve.

Comparative figures for the period ended 31 December

2005 have been restated to reflect the adoption of FRS 20.

This has the effect of increasing administrative expenses

by £62,000. There is no effect on cash balances, net

assets and retained reserves as the credit entry was

charged to the profit and loss reserve.

3. CRITICAL ACCOUNTING JUDGEMENTS ANDESTIMATESThe preparation of the group's financial statements

requires the directors to make estimates and assumptions

that affect the reported amounts of assets and liabilities

and the disclosure of contingent assets and liabilities.

Estimates and judgements are continually evaluated and

are based on historical experience and other factors

including expectations of future events that are believed

to be reasonable under the circumstances. Actual results

may differ from these estimates.

The directors consider that the following estimates and

judgements are likely to have the most significant effect

on the amounts recognised in the financial statements.

Value of investments

The group's equity investments are valued based on the

International Private Equity and Venture Capital

Guidelines. Valuations are made based on market

conditions and information about the investment. These

estimates are subjective in nature and involve

uncertainties and matters of significant judgement (eg

interest rates, volatility, estimated cash flows, etc.) and

therefore, cannot be determined with reason.

Share-based payments

The charge for share-based payments is calculated in

accordance with the analysis described in note 19. The

option valuation model used requires highly subjective

assumptions to be made including expected volatility,

dividend yields, risk-free interest rates and expected staff

turnover. The directors draw on a variety of external

sources to aid in the determination of the appropriate

data to use in such calculations.

4. SEGMENTAL ANALYSISThe group's only activity is real estate investment in India.

Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

5. OPERATING LOSSPeriod

12 JanuaryYear ended to

31 December 31 December2006 2005

£'000 £'000This is arrived at after charging:

Hire of other assets - operating leases 4 –

Auditors' remuneration:- audit services 30 12

- non-audit services- tax advisory 17 –

- transaction support 39 –

- other services 3 3

Exchange differences 11 –

Share-based payment 344 62

Defined contribution pension cost 21 12

6. EMPLOYEESGroup Group Company Company

Period Period12 January 12 January

Year ended to Year ended to31 December 31 December 31 December 31 December

2006 2005 2006 2005As restated As restated

£'000 £'000 £'000 £'000Staff costs (including directors)consist of:

Wages and salaries 385 170 385 170

Employee share option charge 297 62 297 62

Social security costs 64 12 64 12

Other pension costs 21 12 21 12

767 256 767 256

The average number of employees (including directors) during the year was as follows:

Group Group Company CompanyPeriod Period

12 January 12 JanuaryYear ended to Year ended to

31 December 31 December 31 December 31 December2006 2005 2006 2005

Number Number Number Number

Management and administration 6 3 6 3

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

7. DIRECTORS' REMUNERATIONPeriod

12 JanuaryYear ended to

31 December 31 December2006 2005

£'000 £'000

Directors' emoluments 291 159

Company contributions to directors' money purchase pension schemes 17 12

308 171

The company made contributions to two directors' own money purchase pension schemes in 2006 (2005 –2).

Emoluments of the highest paid director were £143,000 (2005 - £97,000). Company pension contributions of £10,000

(2005 - £7,000) were made to a money purchase scheme on his behalf.

Included in the directors' emoluments figure is an amount of £11,000 paid to Caledonia Group Services Limited for the services

of the Hon C Cayzer as a non-executive director. Caledonia Group Services Limited is a subsidiary of Caledonia Investments plc

which is a shareholder in the company. The Cayzer Trust Company Limited is a related party to Caledonia Investments plc and

is a shareholder in Caledonia Investments plc and in the company. The Hon C Cayzer, who is a director of the company, is a

director of, and has a beneficial interest in, both Caledonia Investments plc and the Cayzer Trust Company Limited.

Out of the share based payment charge (see note 6), £297,000 relates to directors (2005 restated – £62,000).

8. TAXATION ON LOSS ON ORDINARY ACTIVITIESPeriod

12 JanuaryYear ended to

31 December 31 December2006 2005

£'000 £'000

UK corporation taxCurrent tax on loss for the year 106 –

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

8. TAXATION ON LOSS ON ORDINARY ACTIVITIES (CONTINUED)

The tax assessed for the year differs from the standard rate of corporation tax in the UK applied to the group loss before tax.

The differences are explained below:

Period12 January

Year ended to31 December 31 December

2006 2005£'000 £'000

Loss on ordinary activities before tax (1,010) (329)

Loss on ordinary activities at the standard rate of

corporation tax in the UK of 30% (2005 - 30%) (303) (99)

Effects of:

Expenses not deductible for tax purposes 110 23

Non-UK recoverable overseas losses 375 –

Tax losses (utilised)/carried forward (76) 76

Current tax charge for year 106 –

9. LOSS PER SHARE

The calculation of the basic and diluted loss per share is based on the loss for the period of £1,116,000 (2005 - £329,000) and

the weighted average number of shares in issue during the year of 163,370,082 (2005 - 14,979,321). The effect of all

potential ordinary shares under option is anti-dilutive. Details of the share options issued, which could be dilutive in the

future, are set out in note 19.

10. LOSS FOR THE FINANCIAL YEAR

The company has taken advantage of the exemption allowed under section 230 of the Companies Act 1985 and has not

presented its own profit and loss account in these financial statements. The group loss for the year includes a profit after tax

of £134,000 (2005 – loss £329,000) which is dealt with in the financial statements of the parent company.

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

11. FIXED ASSET INVESTMENTSEquity

GROUP investments£'000

Cost and valuationInvestments during the year and at 31 December 2006 13,882

SubsidiaryCOMPANY undertakings

£'000Cost and net book valueAdditions and at 31 December 2006 9,779

Subsidiary undertakings and equity investments

The principal undertakings in which the group's interest at the year end is 20% or more are as follows:

Proportion of

Country of voting rights

incorporation and ordinary

Name or registration share capital held Nature of business

Subsidiary undertakingsEredene Mauritius Limited Mauritius 100% Investment in Indian real

estate development

Equity investmentsCity Centre Mall Nashik Private Limited India 50% Real estate development

Five Star Developers Private Limited India 30% Real estate development

Twenty First Century Properties Private Limited India 35% Real estate development

The group's shares in the equity investments are held by Eredene Mauritius Limited.

For all undertakings listed above, the country of operation is the same as the country of incorporation or registration.

At 31 December 2006 the cost and valuation of the group's equity investments was as follows:

£'000

City Centre Mall Nashik Private Limited 4,402

Five Star Developers Private Limited 6,728

Twenty First Century Properties Private Limited 2,752

13,882

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

12. DEBTORSGroup Group Company Company2006 2005 2006 2005

£'000 £'000 £'000 £'000Amounts due within one year:

Other debtors 2,561 3 30 3

Prepayments and accrued income 277 8 277 8

2,838 11 307 11

Amounts due after more than one year:

Other debtors 274 – 274 –

Total debtors 3,112 11 581 11

Other debtors due within one year include a refundable deposit of £2,531,000 (2005 - £Nil) on a potential equity investment.

13. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

Group Group Company Company2006 2005 2006 2005

£'000 £'000 £'000 £'000

Trade creditors 101 19 101 19

Other taxes and social security 13 4 13 4

Corporation tax 106 – 106 –

Other creditors 11 24 11 24

Deferred consideration 8,270 – - –

Accruals and deferred income 77 57 77 57

8,578 104 308 104

The deferred consideration creditor represents equity investment commitments on the group's investment portfolio,

which were outstanding at the balance sheet date.

14. FINANCIAL INSTRUMENTS

The group's financial instruments comprise equity investments, cash balances and other items such as trade creditors, other

creditors and debtors which arise from its operations.

The main type of risk that the group is exposed to is market risk. Market risk involves the potential for losses and gains and

includes price risk, interest rate risk and currency risk.

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

14. FINANCIAL INSTRUMENTS (CONTINUED)

Currency risk

The group is exposed to currency risk as its investments may be denominated in Indian Rupees and may be made in phased

stages. Given the exchange controls which restrict Indian Rupee hedging and the uncertain timing of its transfers, the group

has not entered into currency hedging transactions in the year. The group also has interest free debtor balances denominated

in US Dollars and Indian Rupees. The group will continue to monitor the risk and the need for hedging transactions.

At 31 December 2006 US IndianSterling Dollars Rupees

Financial assets £'000 £'000 £'000

Equity investments - - 13,882

Cash at bank 50,191 - -

Other debtors due in less than one year 20 - 2,531

Other debtors due in more than one year - 274 -

50,211 274 16,413

At 31 December 2005 US IndianSterling Dollars Rupees

Financial assets £'000 £'000 £'000

Cash at bank 3,724 – –

Other debtors due in less than one year 3 – –

3,727 – –

At 31 December 2006 US IndianSterling Dollars Rupees

Financial liabilities £'000 £'000 £'000

Trade creditors 101 – –

Other creditors 11 – –

Deferred consideration – – 8,270

Accruals 77 – –

Provisions 27 – –

216 – 8,270

At 31 December 2005 US IndianSterling Dollars Rupees

Financial liabilities £'000 £'000 £'000

Trade creditors 19 – –

Other creditors 24 – –

Accruals 57 – –

100 – –

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

14. FINANCIAL INSTRUMENTS (CONTINUED)

Credit risk

Before it enters into transactions with another party, the group makes an assessment of the credit worthiness of

that party.

Price risk

The group has invested in unquoted Indian property development companies. Those investments are held at fair value and

the value of those investments may be affected by market conditions. Management continues to monitor this risk.

Interest rate risk

The group has interest bearing financial assets in the form of fixed rate bank deposits with maturities of less than six months

and floating rate current account balances.

At 31 December 2006 Interest free Floating rate Fixed ratefinancial financial financial

Financial assets assets assets assets£'000 £'000 £'000

Equity investments 13,882 – –

Cash at bank – 647 49,544

Other debtors due in less than one year 2,551 – –

Other debtors due in more than one year 274 – –

16,707 647 49,544

At 31 December 2005 Interest free Floating rate Fixed ratefinancial financial financial

assets assets assetsFinancial assets £'000 £'000 £'000

Cash at bank – 3,724 –

Other debtors due in less than one year 3 – –

3 3,724 –

The average rate at which the fixed rate assets in 2006 were fixed was 4.83% (2005 – 4.30%) and the average period for which

the assets were fixed was 14 days (2005 - 14 days).

The group's financial liabilities are all interest free and so no interest rate risk is borne on these balances.

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

15. PROVISION FOR LIABILITIES National insurance

on share optionsGroup and Company

£'000At 1 January 2006 –

Charged to profit and loss account 27

At 31 December 2006 27

The eventual liability to National Insurance is dependent on the following factors:

• the market price of the company's shares at the date of exercise;

• the number of options that will be exercised; and

• the prevailing rate of National Insurance at the date of exercise.

16. SHARE CAPITAL2006 2005

£'000 £'000

Authorised400,000,000 (2005 - 35,000,000) ordinary shares of 10p each 40,000 3,500

Allotted, called up and fully paid244,728,000 (2005 - 16,300,000) ordinary shares of 10p each 24,473 1,630

Ordinary shares of 10p eachNumber £'000

In issue at 1 January 2006 16,300,000 1,630

Issued during the year 228,428,000 22,843

In issue at 31 December 2006 244,728,000 24,473

Approved Share Option PlanAt 31 December 2006 the following share options were outstanding in respect of the ordinary shares:

Date of Number of Period Price pergrant shares of option share

10 May 2006 198,346 Expire 10/5/16 25p

Unapproved Share Option PlanAt 31 December 2006 the following share options were outstanding in respect of the ordinary shares:

Date of Number of Period Price pergrant shares of option share

7 February 2005 1,956,000 Expire 10/2/15 25p

10 May 2006 11,793,326 Expire 10/5/16 25p

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

17. RESERVESShare Profit

premium and lossGroup account account

As restated£'000 £'000

At 1 January 2006 2,268 (267)

Loss for the year – (1,116)

Issue of shares (net of issue costs) 32,878 –

Share-based payment – 344

At 31 December 2006 35,146 (1,039)

Company

At 1 January 2006 2,268 (267)

Profit for the year – 134

Issue of shares (net of issue costs) 32,878 –

Share-based payment – 344

At 31 December 2006 35,146 211

18. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS' FUNDS

Group Group Company Company2006 2005 2006 2005

As restated As restated£'000 £'000 £'000 £'000

(Loss)/profit for the year (1,116) (329) 134 (329)

Issue of shares (net of issue costs) 55,721 3,898 55,721 3,898

Share-based payment 344 62 344 62

Net additions to shareholders' funds 54,949 3,631 56,199 3,631

Opening shareholders' funds 3,631 – 3,631 –

Closing shareholders' funds 58,580 3,631 59,830 3,631

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

19. SHARE-BASED PAYMENT

Eredene Capital PLC operates two equity-settled share based option plans, an approved scheme and an unapproved scheme.

All the options granted have an exercise price of 25 pence per share. The 11,991,672 options granted in 2006 become

exercisable in respect of one third of the ordinary shares over which they are granted on the first, second and third anniversary

of 10 May 2006. To the extent that an option becomes exercisable, it may be exercised at any time up to 10 May 2016. The

options will become exercisable in respect of all of the ordinary shares in respect of which they are granted in the event of

an offer for the company becoming unconditional in all respects.

The 1,956,000 options granted in 2005 vested and became exercisable on 10 May 2006. The options may be exercised at any

time up to 10 February 2015.

2006 2006 2005 2005Weighted Weighted

average averageexercise exercise

price price(pence) Number (pence) Number

Outstanding at the beginning

of the year 25p 1,956,000 – –

Granted during the year 25p 11,991,672 25p 1,956,000

Outstanding at the end of the year 25p 13,947,672 25p 1,956,000

The exercise price of options outstanding at the end of the year was 25p (2005 - 25p) and their weighted average contractual

life was 10 years (2005 - 10 years).

Of the total number of options outstanding at the end of the year, 1,956,000 (2005 - Nil) had vested and were exercisable at

the end of the year.

No share options were exercised during the year (2005 - Nil).

The weighted average fair value of each option granted during the year was 8.42p (2005 - 4.46p).

The following information is relevant in the determination of the fair value of options granted during the year under the

equity share based remuneration schemes operated by the company.

2006 2005Equity-settledOption pricing model used – Black Scholes

Weighted average share price at grant date (pence) 30.25 25

Exercise price (pence) 25 25

Weighted average contractual life (days) 736 458

Expected volatility 14% 14%

Expected dividend yield 1.58% 1.58%

Risk-free interest rate 4.39% 4.39%

The volatility assumption, measured at the standard deviation of expected share price returns, is based on a market

average volatility rate.

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

19. SHARE-BASED PAYMENT (CONTINUED)

The share-based remuneration expense (note 6) comprises:

2006 2005£'000 £'000

Equity-settled schemes 297 62

The group entered into share-based payment transactions with three parties other than employees during the current period

(2005 - Nil).

20. COMMITMENTS UNDER OPERATING LEASES

The group and the company had annual commitments under non-cancellable operating leases as set out below:

2006 2005Land and Land andbuildings buildings

£'000 £'000Operating leases which expire:

Within one year 66 –

21. RECONCILIATION OF OPERATING LOSS TO NET CASH OUTFLOW FROM OPERATING ACTIVITIES

2006 2005As restated

£'000 £'000

Operating loss (2,758) (450)

Increase in debtors (2,839) (11)

Increase in creditors 99 104

Increase in provisions 27 –

(5,471) (357)

Share-based payment charges 344 62

Net cash outflow from operating activities (5,127) (295)

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

22. RECONCILIATION OF NET CASH FLOW TO MOVEMENT IN NET FUNDS

2006 2005£'000 £'000

Increase in cash 46,467 3,724

Opening net funds 3,724 –

Closing net funds 50,191 3,724

23. ANALYSIS OF NET FUNDS At At

1 January Cash 31 December2006 flow 2006

£'000 £'000 £'000

Cash at bank and in hand 3,724 46,467 50,191

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Notes forming part of the financial statements for the year ended 31 December 2006 (Continued)

24. POST BALANCE SHEET EVENTS

The company (“Eredene”) made a series of announcements on 11 June 2007 regarding a number of strategic matters as

set out below.

Sale of Eredene Mauritius LimitedEredene has agreed to sell its subsidiary Eredene Mauritius Limited, which holds its investment portfolio, to K2 Property

Limited (“K2”), a subsidiary of Yatra Capital Limited (“Yatra”) for a total consideration of £12.25m cash. K2 is advised by

Saffron Capital Advisers Limited (“Saffron”). Under this transaction, Eredene will, through the sale of Eredene Mauritius

Limited, sell its entire real estate portfolio to K2.

Of the £12.25m consideration, Eredene will receive £9.75m in respect of its interest in the three projects in which it has

invested. Eredene has invested £8.16m in these projects to date (excluding related deal costs). K2 will assume the deferred

consideration of £5.5m for these projects.

The remaining balance of the £12.25m is in respect of a reimbursement of £2.50m, for a deposit of £2.53m which Eredene

paid when it entered into a conditional term sheet to invest in the development of a five star hotel project in Bangalore.

Eredene will have no further liability in relation to this project.

Change to a self-managed investment companyEredene has become a self-managed investment company following the agreed termination of its advisory agreement with

Saffron, which had a term of seven years from 10 April 2006. As part of this agreed termination, Eredene has paid Saffron

£2.39m. Eredene has also agreed to pay Saffron Capital Securities Limited (“SCSL”) an amount of US$500,000 – that payment

will be set-off against a loan of US$500,000 (book value £274,000) owed by SCSL to Eredene. These arrangements with SCSL

will therefore have no impact on Eredene’s net cash position. In connection with these agreements, Eredene has agreed with

Saffron that it would not deal with 10 developers which are close to Saffron in India for a period of three years. Eredene has

also agreed not to enter into real estate projects in nine tier 2 cities for a period of six months, with the exception

of Agra, where the exclusion is for a period of one year, together with a small number of other tier 2 and 3 cities such as

Bhavnagar and Guwahati where the exclusion is for up to two years. Under the terms of the Saffron and SCSL agreement,

all previously existing agreements between Eredene and Saffron have terminated. Accordingly, Saffron will no longer be an

adviser to Eredene.

Acquisition of Deal PipelineEredene has acquired Aboyne Mauritius Limited (“Aboyne Mauritius”) from Mr Robert Arnold for the sum of £245,000.

Members of Mr Arnold’s family are interested in a family trust which holds 8.3% of Eredene. The assets acquired by Eredene

are a deal pipeline of potential projects involving equity commitments of up to £100m together with the exclusive

engagement of a team headed by Mr Nikhil Naik. The potential projects are in strategic locations in India and involve an

expansion of the existing investment strategy to include projects in the fields of logistics, distribution warehouses and port

services. It is intended that Eredene will invest through Aboyne Mauritius which will in turn invest in one or more joint

ventures with developers.

Eredene’s new team in India will source, evaluate, transact and assist Eredene exclusively in its future projects in India,

as well as looking after Eredene’s projects following its investment.

In addition to the above deal pipeline, Eredene has also signed an exclusive agreement with Apeejay Surrendra Limited as

its investment partner to source and co-invest in new projects in states in the East of India including West Bengal and Orissa.

A N N U A L R E P O R T A N D F I N A N C I A L S T A T E M E N T S

F O R T H E Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6

34

NOTES

39 CornhillLondonEC3V 3NUUnited Kingdom

Tel: +44 (0)20 7621 6880 Fax: +44 (0)20 7149 [email protected]

www.eredene.comEREDENE CAPITAL PLC

A N N U A L R E P O R T 2 0 0 6


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