35
JANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's report for the year 2015 Translated from the Czech original

Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

Embed Size (px)

Citation preview

Page 1: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Annual report, financial statements and auditor's report

for the year 2015

Translated from the Czech original

Page 2: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

~ JANKA J.. '" ' •• ,. h \ ...: ' i l 11 . u

ANNUAL REPORT

2015/16

JANKA ENGINEERING s.r.o. Vrazska 143 • 153 00 Praha 5 - Radotln ·Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 612 • DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 3: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Vrazska 143 15 3 00 Prague 5 - Radotin

CONTENTS

Contents

Basic information about the Company

Company management bodies

Existing economic position and expected future developments

Environmental protection activities

Employment relations activities

Research and development activities

Subsequent events

Appendices:

2

3

4

5

6

7

8

9

10

Financial statements for 2015/ 16, including the balance sheet, the income statement and notes to the financial statements Report on relations between related parties

Auditor's report

JANKA ENGINEERING s. r.o. Vratska 143 • 153 00 Praha 5 - Radotin • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 !CO: 279 12 612. DIC: CZ27912612

11

www.janka.cz tel.: +420 25 1 088 979 fax: +420 25 1 088 840

Page 4: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

~ JANKA A \ t4 I'> h' < I t t 111 • P

BASIC INFORMATION ABOUT THE COMPANY

Corporate name

Registered office

Identification number (ICO)

Principal activities

Registered capital

Sole member

Registration Court

Contacts

JANKA ENG INEERING s.r.o.

JANKA ENG INEERING s.r.o.

Vrazska 143, 153 00 Prague 5 - Radotin

279 12 612

development, production and supplies of air-handling units, air­conditioning and cooling units

CZK 64 933 000

LLOYD ELECTRIC AND ENGINEERING LIMITED, A-146 (B&C), RJlCO Industrial Area, Bhiwadi, Disgric Alwar, Rajasthan 30I019, India

Municipal Court in Prague, section C, insert 126026

Tel.: +420 251 088 979 Fax: +420 25 1 088 840 E-mail.: [email protected] http://www.janka.cz

Yrazska 143 • 153 00 Praha 5 - Radotln • Czech Republic www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 612 •DIC: CZ279126 12

Page 5: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

COMPANY MANAGEMENT BODIES

Statutory representatives

Pramod Mehra Statutory representative

Filip Eisenreich Statutory representative

Management

Filip Eisenreich Chief Executive Officer

Be. Robert lnneman Commercial Director

Ing. Martin Visi\ovsky

~ JANKA A l )o rf 1• ~ h ' ( I t l • · U

Commercial Director for Russia, the Commonwealth of Independent States and the Salties

Ing. Jan Miksa Production Director

Ing. Ma11in Eger (until 30 November 2015) Technical Director

Ing. Miroslav Bores (until 29 February 2016) Financial Director

Ing. Roman Zaoral Human Resources Director

JANKA ENGINEERING s.r.o. Vrazska 143 • 153 00 Praha 5 - Radotin • Czech Republic Recorded in the Municipal Court in Prague, Section C, lnsert 126026 ICO: 279 12 612 •DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 6: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

~ JANKA A I ti I' I- h" I l t '

EXISTING ECONOMIC POSITION AND EXPECTED FUTURE DEVELOPMENTS

In 20 I 5/ 16 the Company achieved a loss totalling TCZK -45 522. The Joss was significantly influenced by low margins on business projects due to strong market competition.

In 2016/ 17 the Company will focus on modifying its sales strategy lo flexibly respond to market changes:

a) The sales depa11ment will actively monitor projects of any volume and will be actively engaged in their monitoring and development. It will thoroughly monitor all business cases in individual regions. The progress of development projects will also be monitored, in particular the expected implementation dates.

b) The strategy for the common enforcement of the sale of products - air-handling units, cooling units and ventilators will still remain a priority and competitive advantage. The sales department aims to obtain the desired volume of projects and ensure full production capacity in all product segments.

c) The Company plans to develop exports, in particular to the Commonwealth of Independent States and the countries of Western Europe with a focus on German-speaking countries.

d) The Company will stabilise its distribution network also in other countries in order to increase its share of direct export.

e) Sales representatives wi ll continue to be engaged in the long-term preparation of projects; their implementation is expected in the following years.

f) The most important element is to focus on customer needs and also to be engaged in non-standard and atypical projects including replacement projects and small-scale projects.

g) During 20 16/17 the Company plans to maintain and strengthen the stability of the sales department. The stability together with the extension of the department should have a positive influence on the fulfilment of sales plans.

h) Sales of industrial coolers will focus on sub-deliveries for technological units. The Company will develop cooperation with existing customers, improve cooperation for better usability of its adjusted and atypical products and its strategy will be to enhance cooperation in the power industry.

i) Next year the department responsible for selling ventilators will again cooperate with suppliers of technologies as the cooperation was successful this year and in the previous years. Searching for new types of customers in cooperation with the department responsible for industrial coolers and air-conditioning units should bring new selling opportunities.

j) To remain certified in accordance with ISO 3834- 2, CSN EN 15 085-2 and CD V95/5 - certification of the Company's welding processes including railway applications, the Company addresses and monitors projects for railway applications and weldments demanding the requested quality in areas such as air-conditioning units, ventilators and industrial cooling.

k) Based on market information and changes, the Company also plans to introduce new types of certifications that will have a direct impact on obtaining new projects from market segments that were up to now resolved through sub-deliveries.

I) A key element will also be the development of certification processes for the power industry and railway applications.

m) During the following months it will be necessary to reorganise internal processes so as to enhance the efficiency in preparing offers and, as concerns changes of internal processes, adjust and specify the Company's internal policies.

n) As a result of process and market changes, it will also be necessary to introduce new organisational policies for using documents.

o) The HVAC division aims to ensure long-term cooperation with producers of components in Europe and the development of new product lines.

JANKA ENGINEERING s.r.o. Vrazska 143 • 153 00 Praha 5 - Radotln • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 612 •DIC: CZ27912612

www.janka.cz tel.: +420 25 1 088 979 fax: +420 251 088 840

Page 7: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

ENVIRONMENTAL PROTECTION ACTIVITIES

During its activities the Company adheres to environmental protection principles. In the reporting period the Company's activities did not harm the environment.

The following measures were implemented in the area of air and climate protection:

& JANKA .A ' )o • f" ~ N , I Ii 'I ti

- continuous optimisation of a technology for the application of powder colours to reduce the required time and materials; - controls of painting equipment in order to decrease air emissions; - regular control and adjustment of natural gas burners.

Waste water treatment:

- regular control of waste water pollution.

Waste treatment:

- reducing the production of hazardous waste from the painting process; - involving all employees in the system ofrecollection of batteries and illuminators; - more efficient sorting of recycled waste.

Working environment improvement:

- renovation of obsolete parts of electric mains and removal of non-functioning parts; - renovation of the original tin plant hall aimed to build a warehouse of chemical substances.

Risk elimination:

- continued support in the project to build a protective anti-flood wall.

JANKA ENGINEERING s.r.o. Vrazska 143 • 153 00 Praha 5 - Radotin • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 612 • DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 8: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

a JANKA

EMPLOYMENT RELATIONS ACTIVITIES

Employment developments

The Company's employment in 2015/ 16 was significantly in line with its economic results. At the end of the fi scal year the total number of employees was 164.

Salary developments

Based on the Collective Agreement, salaries were valorised in 2015116; the average salary was CZK 34 306.

Support in enhancing qualifications

In 2015/ 16, in addition to standard training - professional, safety at work and fire safety - training also focused on the development of professional knowledge in the area of air-conditioning and improvement of language knowledge.

The total amount spent on training was TCZK 765.

Employment health care and working environment

Medical examinations within the corporate preventive care will be performed at a contracted health care facility. Workplaces were inspected to monitor the influence of work and hygiene on employees' health care condition.

Fulfilling the Collective Agreement

The Collective Agreement was concluded for 2014, 2015 and 2016 and ensured social reconciliation within the Company. Social reconciliation and proper relations with a trade union are a prerequisite for the successful meeting of strategic goals.

The negotiations of the Company's management representatives with the trade union were fair and collaborative and mutual information was exchanged to prevent any problems or misunderstandings.

J ANKA ENG INEER ING s.r.o. Vrafska 143 • 153 00 Praha 5 - Radotln • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 lCO: 279 12 612 •DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 9: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

~ JANKA A 1 .. I ,. I I I t

RESEARCH AND DEVELOPMENT ACTIVITIES

In the subsequent year development will continue to focus on projects enhancing the Company's competitiveness and improving the quality of products, in particular sheathing.

The production of a new product line of central air-conditioning units with an internal specification of project KLMOD (Prem iAir brand) will be launched as well as a number of other projects will be carried out. At the same time, the Climacal selection programme will be extended and adjusted for a new product line ofKLMOD units in line with the new EKODESIGN standard; the programme will accommodate the requirements of production and construction, and the expansion of functionalities based on customers' current needs.

Based on experience from operations and maintenance, the development/adjustment of KLMT 28S and 28K tram air-cooling units will continue. In respect of projects for transport applications the Company will strive to obtain other interesting projects in cooperation with its partners.

The Company continues to develop HV AC tram containers with an aluminium riveted body for the For City project. As a result, the weight of the equipment will decrease and thus the competitiveness in other follow-up Railway I-IV AC projects will be strengthened.

FAN will be redesigned to be in line with the new EKODES IGN standard.

In the area of industrial coolers the Company will focus on customer solutions that will be largely supported by our professional qualifications and certifications in welding processes.

JANKA ENG INEERING s.r.o. Vra~ka 143 • 153 00 Praha 5 - Radotin • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 6 12 •DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 10: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

& JANKA A C 0 N 11 /I K Y 0 I l L CJ t U

SUBSEQUENT EVENTS

The Company is not aware of any events occurring after the balance sheet date that would be material for the annual report.

On 30 May 20 16

~{7~ -4..~ ............................ . Filip Eisenreich Statutory representative

JANKA ENGINEERING s.r.o. Vrazska 143 • 153 00 Praha 5 - Radotin • Czech Republic Recorded in the Municipal Cou1t in Prague, Section C, Insert 126026 !CO: 279 12 6 12 •DIC: CZ279 126 12

www.janka.cz te l.: +420 251 088 979 fax: +420 251 088 840

Page 11: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

~ JANKA A ~ )> 't· > .. " C t t •

APPENDICES

Financial statements for 2015/ 16, including the balance sheet, the income statement and notes to the financial statements Report on relations between related parties

JANKA ENGINEERING s.r.o. VraV>ka 143 • 153 00 Praha 5- Radotin • Czech Republic Recorded in the Municipal Court in Prague, Section C, Insert 126026 ICO: 279 12 612 •DIC: CZ27912612

www.janka.cz tel.: +420 251 088 979 fax: +420 251 088 840

Page 12: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

BALANCE SHEET in full format

as at 31 March 2016 ( in thousands of Czech crowns "TCZK" )

Translated from the Czech original

Identification number

.. ?.?..~.~.?..~.~.? ................................ .

ldenl. ASSETS

line

Gross

a b c 1

TOTAL ASSETS (L.02+03+31+63) 001 300 212

A. Receivables for subscribed registered capital 002

B. Fixed assets (L.04+13+23) 003 136 099

B.I. Intangible fixed assets (L.05 to 12} 004 17 900

B.1.1 . Incorporation expenses 005

2. Research and development 006

3. Software 007 15056

4. Intellectual property rights 008 2 714

5. Goodwill 009

6. Other intangible fixed assets 010

7. Intangible fixed assets under construction 011 130

8. Advance payments for intangible fixed assets 012

B.11. Tangible fixed assets (L.14 to 22) 013 117 417

B.11.1 . Land 014 18 563

2. Buildings 015 52 285

3. Plant and equipment 016 46 555

4. Cultivated areas 017

5. Adult livestock 018

6. Other tangible fixed assets 019 14

7. Tangible fixed assets under construction 020

8. Advance payments for tangible fixed assets 021

9. Adjustments to acquired fixed assets 022

B.111. Long-term investments (L.24 to 30) 023 782

B.111.1 . Equity investments - subsidiaries 024

2. Equity investments - associated companies 025 782

3. Other long-term securities and ownership interests 026

4. Loans - group undertakings, associated companies 027

5. Other long-term investments 028

6. Long-term investments (provisional value) 029

7. Advance payments for long-term investments 030

Name and regisl. office of the company

JANKA ENGINEERING s.r.o. ·vi'~I5.i<ii"143 .................................... m ................................... . ..

·1·1ffoci''F>iaiia··ir:·R"aciolin ......................................... . :~~~~~:~~P.:~~~~::::~:::::::=:::::: ::::::::=::~::::::~::~:::::::::::~

Current period Prior period

Adjust. Net Net

2 3 4

-64 534 235678 261 788

-44 473 91 626 97 593

-10 383 7 517 5434

- 7 669 7 387 2 528

- 2 714 302

130 2604

-34 090 83 327 92159

18 563 18 563

- 7 560 44 725 46095

-26 530 20 025 2112g

14 14

271

87

782

782

Page 13: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Balance sheet as at 31 March 2016

ldent. ASSETS tine Current period Prior period

Gross Adjust. Net Net

a b c 1 2 3 4

c. Current assets (L.32+39+46+56) 031 163 815 - 20 061 143 754 163 966

C.I. Inventories (L.33 to 38) 032 85765 - 14 981 70784 53 580

C.1.1 . Raw materials 033 49920 -10 045 39875 23408

2. Work-In-progress and semi-finished products 034 26160 • 4 460 21 700 26 443

3. Finished goods 035 4 642 • 234 4408 2 816

4. Young and other livestock 036

5. Goods ror resale 037 5043 • 242 4801 913

6. Advance payments for inventories 038

C.11. Long-term receivables (L.40 to 47) 039 544 544 1 289

C.11.1 . Trade receivables 040 544 544 1 289

2. Receivables - group undertakings 041

3. Receivables - associated companies 042

4. Receivables from shareholders/members 043

5. Long-term advances paid 044

6. Estimated receivables 045

7. Other receivables 046 _,_ ---8. Deferred tax asset 047

C.111. Short-term receivables (L.49 to 57) 048 77 225 • 5 080 72145 106 403

C.111.1 . Trade receivables 049 59g76 -5 080 64 896 101 816

2. Receivables - group undertakings 050

3. Receivables - associated companies 051

4. Receivables from shareholders/members 052

5. Social security and health insurance 053

6. Tax receivables 054 4 011 4 011 2 811

7. Short-term advances paid 055 2 039 2039 870

8. Estimated receivables 056 265 265

9. Other receivables 057 934 934 go6

C.IV. Short-term financial assets (L.59 to 62) 058 281 281 2 694

C.IV.1. Cash 059 281 281 354

2. Bank accounts 060 2 340

3. Short-term securities and ownership interests 061

4. Short-term investments (provisional value) 062

0.1. Deferrals (L. 64+65+66) 063 298 298 229

D.1.1. Prepaid expenses 064 298 298 229

2. Complex prepaid expenses 065

3. Accrued revenues 066

Page 14: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Balance sheet as at 31 March 2016

!dent. LIABILITIES line Current Prior period period

a b c 5 6

TOTAL LIABILITIES AND EQUITY (L.68+89+122) 067 235678 261 788

A. Equity (L.69+ 73+80+83+87 +88) 068 11 641 57 163

A.I. Registered capital (L.70+71+72) 069 64933 64 933

A.1.1. Registered capital 070 64 933 64 933

2. Own shares and ownership interests(-) 071

3. Changes in registered capital 072

A. II. Capital contributions (L.74 to 79) 073 85281 85281

A.11.1. Premium 074

2. Other capital contributions 075 85 281 85 281

3. Revaluation of assets and liabilities 076

4. Revaluation reseNe on transformations 077

5. Differences resulting from transformations 078

6. Change in revaluation reseNe on transformations 079

A.Ill. Funds from profit (L.81+82) 080

A.111.1. ReseNe fund 081

2. Statutory and other funds 082

A.IV. Retained earnings (L.84+85+86) 083 - 93 051 -46 029

A.IV.1 . Retained profits 084

2. Accumulated losses 085 - 93 051 - 46 029

3. Other retained earnings 086

A.V.1 Profit (loss) for the current period (+/-} 087 - 45 522 -47 022

A.V.2 Approved advance profit distribution(-) 088

B. Liabilities (L.90+95+106+118) 089 224 037 204 625

B.I. Provisions (L.91 to 94) 090 3 610 4270

B.1.1 . Tax-deductible provisions 091

2. Provision for pensions and other similar payables 092

3. Income tax provision 093

4. Other provisions 094 3 610 4 270

B.11. Long-term liabilities (L.96 to 105) 095

6. 11.1. Trade payables 096

2. Liabilities - group undertakings 097

3. Liabilities - associated companies 098

4. Liabilities to shareholders/members 099

5. Long-term advances received 100

6. Debentures and bonds issued 101

7. Long-term bills of exchange payable 102

8. Estimated payables 103

9. Other payables 104

10. Deferred tax liability 105

Page 15: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Balance sheet as at 31 March 2016

ldent. LIABILITIES line Current Prior period period

a b c 5 6

B.111. Short-term liabilities (L.107 to 117} 106 82770 62257

B.111.1. Trade payables 107 67 308 41 648

2. Liabilities - group undertakings 108

3. Liabilities - associated companies 1og

4. Liabilities to shareholders/members 110

5. Payables to employees 111 4 757 5523

6. Social security and health insurance liabilities 112 2 630 3 000

7. Tax liabilities and subsidies 113 191 6130

8. Short-term advances received 114 1 448 600

9. Debentures and bonds issued 11 5

10. Estimated payables 116 6038 4920

11. Other payables 117 398 436

B.IV. Bank loans and overdrafts (L.119to 121) 118 137 657 138 098

B.IV.1. Long-term bank loans 119

2. Short-term bank loans 120 137 657 138 098

3. Short-term financial liabilities 121

C.I. Accruals (L.123+124) 122

C.1.1 . Accrued expenses 123

2. Deferred revenues 124

Page 16: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

INCOME STATEMENT classification by nature

for the year ended 31 March 2016 ( in thousands of Czech crowns "TCZK" )

Translated from the Czech original

Identification number

.?.!.H?..~.1.~ ................................ ..

ldent. TEXT Line Current period

a b c 1

I. Revenue from goods 01 27 173

A. Cost of goods sold 02 23626

+ Gross profit (L.01-02) 03 3 547

II. Revenue from production (L.05+06+07) 04 273870

11.1 . Revenue from own products and services 05 275529

11.2. Change in inventory of own production 06 - 1 659

11.3. Own work capitalised 07

B. Cost of sales (L.09+10) 08 211 085

8.1. Materials and consumables 09 154 368

B.2. Services 10 56 717

+ Added value (L.03+04-08) 11 66 332

c. Personnel expenses (L.13 to 16) 12 g8 916

C.1. Wages and salaries 13 72 388

C.2. Remuneration of board members 14

C.3. Social security and health insurance expenses 15 25 643

C.4. Social expenses 16 885

0 . Taxes and charges 17 509

E. Depreciation of intangible and tangible fixed assets 18 13 588

Ill. Proceeds from disposals of fixed assets and raw material

19 19 686 (L.20+21)

111.1 Proceeds from disposals of fixed assets 20 326

111.2 Proceeds from disposals of raw material 21 19 360

F. Net book value of fixed assets and raw material sold (L.23+24) 22 16 088

F.1. Net book value of fixed assets sold 23 254

F.2. Raw materials sold 24 15 834

G. Change in provisions and adjustments relating to operating

25 385 activity and change in complex prepaid expenses

IV. Other operating revenues 26 3325

H. Other operating expenses 27 5637

V. Transfer of operating revenues 28

I. Transfer of operating expenses 29 . Operating profit (loss) 30 -45 780 l (L.11 -12-17-18+1 9-22-25+26-27+28-29)

Name and regist. office of the company

JANKA ENGINEERING s.r.o. vr-~Isii~-·14:f··--····-·-··· ·--· ···---- ······-·······-······-·· ·· .. ········· ··1s3ocl'F>raiias··:-Raeioirri ................. ___ .................... . :~z.~~h~~~e~~I!.~ :::::::::::::::::::::::~::::::::::::===:=:::~:::~:::

Prior period

2

75142

63 707

11 435

308 789

321 994

- 13 522

317

238 816

173 322

65494

81 408

108 385

79 065

28 239

1 081

595

11 393

16 744

16 744

13 751

13 751

- 1 104

1 785

2153

- 35 236

Page 17: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Income statement • classification by nature ror the year ended 31 Marcil 2016

ldent. TEXT

a b

VI. Proceeds from sale of securities and ownership Interests

J. Securities and ownership interests sold

VII. Revenue from long-term investments (L.34+35+36}

Vll.1 . Revenue from Investments in group undertakings and associated companies

Vll.2. Revenue from other long-term securities and ownership Interests

Vll.3. Revenue from other long-term investments

VIII . Revenue from short-term financial investments

K. Financial assets expenses

IX. Revenue rrom revaluation of securities and derivatives

L. Expenses ror revaluation or securities and denvatives

M. Change in provisions and adjustments relating to financial activ1tv

x. Interest revenue

N. Interest expense

XI. Other financial revenues

0 Other financial expenses

XII. Transfer of financial revenues

P. Transfer or financial expenses . Profit (loss) from financial operations I IL.31-32+33+ 37 -38+ 3g4041 +42-43+44-45+46-471

a Income tax on ordinary profit (loss) (L.50+51}

a 1. · current

0 .2. - deferred .. Profit (loss) on ordinary activities after tax llL.30+48-491

XIII . Extraordinary revenues

R. Extraordinary expenses

s. Income tax on exlraordinary profit (loss) (L.56+57)

S.1. · current

S.2. · deferred . Extraordinary prorit (loss) (L.53-54-55)

T. Transfer or profit or loss to shareholders/members ... Profit (toss) for the accounting period i(L.52+58-59) .... Profit (loss) berore tax

Ill. 30+48+53-54 l

Line Current Prior period period

c 1 2

31

32

33

34

35

36

37

38

3g

40

41

42

43 1 822 1 773

44 2 705 3634

45 625 8083

46

47

48 258 - 6 222

49 5 564

50

51 5564

52 . 45 522 • 47 022

53

54

55

56

57

58

59

60 • 45 522 • 47 022

61 - 45 522 - 41 458

Page 18: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

1. Description and principal activities

JANKA ENGINEERING s.r.o. ("the Company") is a legal entity - a limited liability company -which was registered on 15 June 2007 and its registered office is located in Prague 5 - Radotin, Vrazska 143, post code 15300, Czech Republic. The principal activity of the Company is the production, installation and repairs of heating and ventilation.

Ownership structure as at 31 March 2016

LLOYD ELECTRIC AND ENGINEERING LIMITED

Identification number

279 12 612

Statutory representatives as at 31March2016

Pramod Mehra

Filip Eisenreich

Changes in the Commercial Register

In 2015/2016 no changes were recorded in the Commercial Register.

Organisational structure

100%

The Company is organised into divisions for the manufacture of cooling units, air-conditioning units and ventilators.

Organisational structure

The Company does not have an administrative branch.

Page 19: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

2. Significant accounting policies applied by the Company

(a) Tangible and intangible fixed assets

(b)

Tangible and intangible fixed assets are stated at acquisition cost. Tangible fixed assets costing up to TCZK 40 and intangible fixed assets costing up to TCZK 60 are not recognised in the balance sheet and are expensed in the year that they are acquired.

The cost of internally produced fixed assets includes direct materials, wages and overheads directly related to the creation of the asset until it is put into use.

Assets are depreciated using the following methods over the following periods:

Assets Me1hod Period

Buildings Straight-line 20 • 45 years

Machinery and equipment Straight-line 4- 15 years

Motor vehicles Straight-line 4 - 15 years

Special preparations Straight-line 2 years

[mellectual property rights Straight-line 6 years

Software Straight-line 4 years

Inventories

Purchased inventories are stated at average cost. Cost includes the purchase price of the inventory and related expenses (freight costs, customs duties, commissions, etc.). Finished goods and work-in-progress are stated at cost which includes direct materials, direct labour, cooperation costs and manufacturing overheads.

(c) Establishment of adjustments and provisions

Receivables

Receivables are stated at nominal value when they arise. Purchased receivables are stated at acquisition cost. The cost of doubtful receivables is reduced to net realisable value by adjustments charged to expenses. The Company establishes adjustments for doubtful receivables based on an analysis of the credit status of customers and the ageing structure of receivables.

Inventories

Adjustments to reduce the cost of obsolete and unusable inventory to net realisable value are established based on the management's analysis of inventory turnover.

Provision for warranty repairs

A provision for warranty repairs is established based on an analysis of historical costs incurred for warranty repairs in the prior period.

Provision for untaken holidays

A provision for untaken holidays is established as at the balance sheet date, based on an analysis of untaken holidays for 2015/2016 and average payroll expenses, including social security and health insurance expenses per employee.

2

Page 20: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

Income tax provision

An income tax provision is established as the financial statements are prepared before the cwTent year tax liability is determined. In the subsequent accounting period, the Company releases this provision and records the actual tax liability determined.

In the balance sheet, the income tax provision is reduced by income tax prepayments, and the net receivable (payable) is recorded in Tax receivables (Income tax provision).

(d) Foreign currency translation

To translate foreign currency transactions the Company applies the Czech National Bank official rate announced on the third Wednesday of the particular month and is applied in respect of accounting transactions recorded in the subsequent month.

As at the balance sheet date, foreign currency monetary assets and liabilities are translated at the prevailing Czech National Bank official rates. Unrealised foreign exchange gains and losses are recognised in profit or loss.

(e) Research and development

Research costs are incurred for the purpose of acquiring new technical knowledge which may lead to improved products or processes in the future but for which economic viability has not been established. Research costs are charged to the income statement in the year in which they are incurred.

( f) Leased assets

Lease payments are expensed on a straight-line basis over the lease term.

(g) Income tax

Income tax for the period comprises current tax and the change in deferred tax.

Current tax comprises an estimate of tax payable calculated on the basis of the accounting profit increased or decreased by permanently or temporarily tax non-deductible expenses or non-taxable revenues (e.g. additions to and release of other provisions and adjustments, representation expenses, difference between depreciation for accounting and tax purposes, etc.), and any adjustments to taxes payable for previous periods.

Deferred tax is based on all temporary differences between the carrying and tax value of assets and liabilities, and other temporary differences (tax losses carried forward, if any), multiplied by the tax rate expected to be valid for the period in which the tax asset/liability will be utilised.

A deferred tax asset is recognised only if it is probable that it will be utilised in future accounting periods.

3

Page 21: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

(h) Liabilities, loans and overdrafts

The Company classifies as short-term any part of long-term liabilities, bank loans and overdrafts that is due within one year of the balance sheet date.

(i) Significant estimates and assumptions in preparing the statements

In preparing the financial statements, the Company's management uses estimates and makes assumptions that affect the application of accounting [policies and the amounts of assets, liabilities, income and expenses recognised in the financial statements. These estimates and assumptions are based on past experience and various other factors deemed appropriate as at the date of preparation of the financial statements and are used where the carrying amounts of assets and Liabilities are not readily available from other sources or where uncertainty exists in applying the individual accounting policies. Actual results may differ from the estimates.

Estimates and assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised either in the period in which the estimate is revised, providing that the revision relates only to the current accounting period, or in the revision period and future periods, providing the revision affects both the current and future periods.

3. Changes in accounting policies

In the prior accounting period, insurance was charged to financial expenses, in contrast, in the current accounting period it is charged to operating expenses.

4

Page 22: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

4. Fixed assets

a) Intangible fixed assets

Assets

under

Software [ntcllectual eroeerty rights constr.

Acquisition cost

Balance at 1/4/2015 6 599 2 714 2604

Additions 5 883 100

Disposals

Transfers 2 574 -2 574

Balance at 31/3/2016 15 056 2 714 130

Accumula ted depreciation

Balance at l/4/2015 3 906 2412

Depreciation expense 3 598 302

Disposals

Transfers

Balance at 3 I /3/2016 7 504 2 7 14

Adjustments

Balance at 1/4/20 15 165

Change in adjustments

Balance at 31/3/2016 165

Net book value 1/4/2015 2 528 302 2 604

Net book value 31/3/2016 7 387 130

Total

11 917

5 983

17 900

6 318

3 900

10 218

165

165

5 434

7 517

The major additions to intangible assets was the acquisition of SAP software which was put into use in 2015/2016.

5

Page 23: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

b) Tangible fixed assets

Land Buildings Machinery Motor Works of art Assets Advances paid Total

and equip. vehicles under

constr.

Acquisition cost

Balance at 1/412015 18 563 52 285 41932 3 779 14 271 87 116 931

Additions 711 399 I 110

Disposals -555 -69 -624

Transfers 358 -271 -87

Balance at 311312016 18 563 52 285 42446 4 109 14 1174 17

Accumulated

depreciation

Balance at 1/4/2015 6 190 15 535 2447 24172

Depreciation expense I 370 7 758 560 9 688

Disposals -302 -68 370

Transfers

Balance at 31/3/2016 7 560 22 991 2 939 33 490

Adjustments

Balance at 1/412015 600 600

Change in

adjustments

Balance at 31/312016 600 600

Net book value l/4120 l 5 18 563 46 095 25 797 I 332 14 271 87 92 159

Net book value 3I /312016 18 563 44 725 18 855 I 170 14 83 327

6

Page 24: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

5. Long-term investments

During the period the Company spent an amount of TCZK 782 based on a Memorandum of Association with the company Protipovodnova zed', as part of a share in the acquisition of anti­flood measures.

6. Non-capitalised tangible and intangible fixed assets

In accordance with the accounting policy described in note 2(a) above, the Company charged low value tangible and intangible fixed assets to the income statement in the year that they were acquired. The cumulative acquisition cost of these tangible and intangible fixed assets that were still in use was as follows:

2016 2015

Tangible fixed assets 10 558 9 657

Intangible fixed assets (software) 123 384

Total 10 681 10 041

7. Inventories

Based on an analysis of the turnover of inventories as at 3 1 March 2016, the Company created an adjustment to raw materials, semi-finished products, goods and finished goods of TCZK 14 981 (2015 - TCZK 13 260).

8. Trade receivables and payables

9.

As at 31 March 2016, short-term trade receivables total TCZK 69 976 (2015 - TCZK 107 572), of which TCZK 15 546 (2015 - TCZK 10 840) is overdue. As at 31 March 2016, an adjustment for doubtful receivables totals TCZK 5 080 (2015 - TCZK 5 756).

As at 31 March 2016, short-term trade payables total TCZK 67 308 (2015 - TCZK 41 648), of which TCZK 16 349 (2015 - TCZK 3 819) is overdue.

Adjustments

Adjustment to Adjustment to receivables invento Total

Balance at I /4/2015 13 260 5 756 19 016

Change in adjustments I 721 -676 l 045

Balance at 3 l /3/2016 14 98 i 5 080 20 06 1.

7

Page 25: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

10. Registered capital

As compared with the prior accounting period, the Company's registered capital did not change -TCZK 64 933.

11. Changes in equity

Movement in the individual components of equity:

Registered Current period Other capital

capital Accumulated losses profit ( loss) contrib. Total

Balance at I /412015 64933 -46 029 -47 022 85 28 1 57 163

Additions to funds -47 022 47022

Profit (loss) for 2015/20 l• .45 522 -45 522

Balance at 31/3/20 16 64 933 -93 051 -45 522 85 281 11 641

Based on the decision of the sole shareholder dated 28 May 2015, the shareholder transferred retained earnings to accumulated losses.

12. Provisions

Provision for untaken holidays Provision for warranty

Total re airs

Balance at 1/4/2015 2 870 l 400 4 270

Change in provisions -l 174 514 -660

Balance at 31/312016 I 696 1914 3 610

13. Bankloans

ln 2015/2016 the Company has ful ly drawn a loan with Komercni banka, a.s. The Company has an open operating loan with Raitleisenbank a.s. up to TCZK 220 000. This credit limit is also common for LLOYD COILS EUROPE s.r.o. As at 31 March 2016, the Company drew an amount ofTCZK 137 657 (2015-TCZK 138 098) from the provided loans.

As at the date of preparation of the financia l statements, the Company does not meet certain bank conditions. This fact was discussed with the lending bank during the fourth quarter of 20 15/20 16 and financia I results expected for the new fiscal year 2016/2017 were defined.

The bank loan is secured with immovable assets recorded in Deed of Ownership No. 1954, receivables, bank accounts, a blank promissory note and a guarantee of the parent company.

8

Page 26: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

14. Segment information

The Company produces air-conditioning units, ventilators and cooling Wlits. The sales for these segments for 2015/2016 were as follows:

Domestic Export Total

sales Euro~e Third countries

Air-conditioning units, l95 584 26 738 l9 660 241 982 ventilators and cooling units

Goods 2442 l 2 238 Sl4 27 173

Services 33 225 322 33 547

Total 253 230 29 298 20 174 302 702

For the erior accounting period 2014/2015 were as follows:

Domestic Export Total

sales Euro~e Third countries

Air-conditioning units, 229 817 16 809 41 781 288 407 ventilators and cooling units

Goods 56 639 709 l7 794 75 142

Services 32603 833 151 33 587

Total 319 059 18 351 59 726 397 136

15. Related parties

(a) Trade receivables and payables

The following related party balances are included in the trade receivables and payables described in note 8 above.

Receivables Payables

2016 2015 2016 2015

LLOYD COILS EUROPE s.r.o. 2 317 3 570 5 123 6 612

LLOYD ELECTRIC AND

ENGINEERING LIMITED, Bhiwadi, 69 168

lndia

Lloyd Electric & Engineering Limited, 337 302

Tauru, fndia

Total 2 654 3 941 5 291 6 612

9

Page 27: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

~b) Sales and .eurchases

Sales for year Purchases for year 2015/2016 2014/20 15 2015/2016 2014/20 15

LLOYD COILS EUROPE s.r.o. 18 746 17 236 23 420 23 978

LLOYD ELECTRIC AND

ENGINEERING LIMITED, Bhiwadi, 69 168

India Lloyd Electric & Engineering Limited, 302 Tauru, India

Total 18 746 17 607 23 588 23 978

( c) Remuneration and loans provided to directors and supervisory board members

The Company did not pay any remuneration or bonuses to directors and supervisory board members and did not provide them with any loans.

16. Employees and executives

The average numbers of employees and executives and personnel expenses for the 2015/20 16

(2014/2015) period:

2015/20 16

Employees Executives

Total

2014/2015

Employees Executives

Total

Number

171

10

181

Number

190

8

198

Wages and

salaries

57 548

14 840

72 388

Wages and salaries

69 908

9 157

79 065

17. Social security and health insurance liabilities

Social security and health insurance Social

expenses expenses

20 386 869

5 257 16

25 643 885

Social security and

health insurance Social

exEenses exEenses

23 295 l 060

4 944 21

28 239 I 081

As at 3 1 March 2016 social security, health insurance and pension insurance liabilities total TCZK 2 630 (2015 - TCZK 3 000), of which TCZK 1 778 (2015 - TCZK 2 023) relates to social

security liabilities, TCZK 762 (2015 - TCZK 872) to health insurance liabilities and TCZK 90 (2015 - TCZK 105) to pension insurance liabilities. None of these liabilities are overdue.

10

Page 28: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

18. Tax receivables, tax liabilities and subsidies

Tax receivables of TCZK 4 011 (201 5 - TCZK 2 81 1) consist of corporate income tax prepayments of TCZK 2 811 (2015 -TCZK 2 81 1) and value added tax of TCZK 1 200 (2015 -tax liability of TCZK 5 974 relating to value added tax).

19. Income tax

(a) Current tax

The Company has no current tax for 2015/2016 neither for 2014/2015 for as a result of a tax loss.

(b) Deferred tax

Unrecognised deferred tax assets and liabilities:

2015/2016 base 2016 rate 2016 asset 2016 liabilitl'. 2016

Difference between accounting and tax residual value of fixed assets 18 863 19% 3 584

Adjustment to receivables 2 815 19% 535

Adjustment to inventories 14 980 19% 2 846

Provisions 3 6 10 19% 686

Tax loss 117 280 19% 22 283

Def med tax asset/(liability) 157 548 19% 29 934

2014/2015 base 2015 rate 2015 asset 2015 liabil itl'. 2015

Difference between accounting and tax residual value of fixed assets 10 962 19% -2 083 Adjustment to receivables 3 354 19% 637 Adjustment to inventories 13 260 19% 2 519 Provisions 4 270 19% 81 1 Tax loss 98 921 19% 18 795

Defel1"ed tax asset/(liability) 130 767 19% 22 762 -2 083

In accordance with the accounting policy described in note 2 (g), deferred tax was calculated using the tax rates valid for the periods in which the tax asset/liability is expected to be utilised, i.e. 19%.

As it is unce1tain that a deferred tax asset will be utilised in future years, the Company decided not to account for a deferred tax .

20. Leased assets

The Company has operating leases for passenger cars. The usual period of the lease contracts is four years. Lease payments in 2015/2016 totalled TCZK 3 100 (2014/2015-TCZK 3 159).

11

Page 29: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o. Notes to the Czech statutory financial statements (translated from the Czech original) Year ended 31 March 2016 (All amounts are shown in thousands of Czech crowns "TCZK")

21. Fees payable to statutory auditors

The information is disclosed in the notes to the consolidated financial statements prepared for the consolidated group in which the Company is included.

22.Materialsubsequentevent

The Company's management is not aware of any events that have occmTed since the balance sheet date that would have any material impact on the financial statements as at 31 March 2016.

23. Financial dependency

The Company depends on the financial support of its parent company LLOYD ELECTRIC AND ENGINEERING LIMITED. The parent company has confirmed in writing its intention to provide funds as and when required to enable the Company to continue as a going concern for at least 12 months from the balance sheet date. Accordingly, the financial statements have been prepared on a going concern basis.

Signature of the statutory representative: Date: 30 May 2016

Statutory representative

12

Page 30: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Report on 1·elations between related parties

Period ended 31 March 2016

REPORT ON RELATIONS BETWEEN RELATED PARTIES

This report on relations between the below mentioned parties has been prepared in accordance with the provisions of Section 82 of Act No. 90/2012 Coll., on Corporations and Cooperatives (the Corporations Act), as amended (hereinafter " the Corporations Act") for the accounting period from l April 20 l 5 to 31 March 2016.

1 CONTROLLED ENTITY

JANKA ENGINEERING s.r.o. with registered office at Vrazska l 43, post code l 53 00, Prague 5 - Radotin, identification number: 279 12 612. The controlling entity LLOYD ELECTRlC AND ENGINEERING LIMITED, having a 100% business share, is the sole member of JANKA ENGINEERING s.r.o.

2 CONTROLLING ENTITY (HEREINAFTER ALSO THE RELATED PARTY)

LLOYD ELECTRIC AND ENGINEERlNG LIMITED, Riico Industrial Area, A-146(B&C), Bhiwadi, District Alwar, Rajasthan, 301019, India.

As at 31 March 2016 the controlling and the controlled entity belonged to the LLOYD ELECTRIC AND ENGINEERING LIMITED group.

Both of the above companies, including companies belonging to the LLOYD ELECTRIC AND ENGINEERING LIMITED group, can also be referred to as the '·related parties" for the purposes of this report.

3 OTHER RELATED PARTY

LLOYD COILS EUROPE s.r.o. with registered office at Vrazska 143, post code 153 00, Praha 5 - Radotin, identification number: 278 72 475. As at 31 March 2016 also this company belonged to the LLOYD ELECTRIC AND ENGINEERlNG LIMITED group.

4 ROLE OF THE COMPANY (THE CONTROLLED ENTITY) WITH RELATED PARTIES

The Company' principal activities are the production of air-conditioning units, ventilators, industrial coolers and heat exchangers. The strategic role within the related parties is the production of tram air-conditioning units.

5 METHODS ANO MEANS OF CONTROL

The Company is controlled through a majo1ity interest held in the Company. The means of control is primarily the communication with the Company' s statutory bodies and the controlling company.

Page 31: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s. r.o.

Report on relations between related parties

Period ended 31 March 2016

6 LIST OF CONTRACTS CONCLUDED BETWEEN THE RELATED PARTIES DURING THE COMPANY'S EXISTENCE VALID AS AT 31 MARCH 2016

• Lease agreement dated 15 March 1999 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for using a part of premises in the Company's manufacturing hall.

• Contract for the lease of non-residential premises dated 1 I August 2003 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of a flight hall.

• Contract for the lease of non-residential premises dated 30 May 2011 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of a jet hall.

• Contract for the lease of non-residential premises dated 1 October 2011 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of an office on the third floor of an administrative building.

• Contract for the lease of non-residential premises dated 31 January 2012 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of a corridor, a wash room, a changing room, warehousing premises and a painting room.

• Agreement concluded with LLOYD COILS EUROPE s.r.o. dated 10 April 2013 on sharing costs for the security of a building.

• Lease agreement dated 8 December 2014 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of part of a dispatch warehouse.

All the above contracts were concluded for an indefinite period; moreover, in 2015/2016 the following agreement was terminated between the related parties:

• Lease agreement dated l March 2015 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of office No. 212, located on the second floor of an administrative building - terminated on 21 December 2015.

7 LIST OF CONTRACTS CONCLUDED BETWEEN THE RELATED PARTIES DURING THE ACCOUNTING PERIOD FROM 1 APRIL 2015 TO 31 MARCH 2016

• Cooperation Agreement No. 1 dated 1 April 2015 concluded with LLOYD COILS EUROPE s.r.o. (lessor) for using the SAP computer programme, including the use of a provider's computer centre; concluded for a definite period corresponding to the duration of the SAP agreement

• Amendment No. 1 to the Cooperation Agreement No. l dated 4 January 2016 concluded with LLOYD COILS EUROPE s.r.o. (lessor) for using the SAP computer programme.

• Lease agreement dated 31 August 2015 concluded with LLOYD COILS EUROPE s.r.o. (lessee) for the lease of land with an area of 236 m2; concluded for an indefinite period.

Page 32: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENGINEERING s.r.o.

Report on relations between related parties

Period ended 31 March 2016

• Lease agreement dated l October 2015 concluded with LLOYD COILS EUROPE s.r.o. for the lease of a warehouse with an area of 279 m2; concluded for an indefinite period.

8 TRANSACTIONS WITH RELATED PARTIES EFFECTED BY THE CONTROLLED ENTITY DURING THE PERIOD:

• provision of lease services for LLOYD COILS EUROPE s.r.o. ; • sale of services, products and materials to LLOYD COILS EUROPE s.r.o. ; • purchase of materials and services from LLOYD COILS EUROPE s.r.o.

The total performance with companies within the Group are disclosed in note 15 in the notes to the financial statements for the year ended 31 March 2016.

9 OTHER LEGAL ACTS MADE WITH RELATED PARTIES

During the accounting period, no legal acts were made in the interest of the controlling entities or the controlled entity or other entities controlled by the same controlling entities. If legal acts were made in relation to the above mentioned entities, these were general legal procedures taken based on conditions for performing legal acts by the controlled entity in relation to the controlling entities in respect of their position of the controlled entity' s members.

10 MEASURES ADOPTED OR EFFECTED BY THE COMPANY IN THE INTEREST OR ATTHE INSTIGATION OF RELATED PARTIES

During the accounting period, the controlled entity did not adopt any other measures in the interest or at the instigation of the controlling entities or other controlled entities, apart from common measures effected by the controlled entity in relation to the controlling entities in respect of their position of the controlled entity' s members.

11 OVERVIEW OF ACTS EXCEEDING 10°/o OF EQUITY

During the accounting period, the controlled entity did not make any act at the instigation or in the interest of the controlling entity that would relate to assets exceeding l 0% of the controlled entity' s equity determined as at the date of preparation of the financial statements for the particular accounting period.

During the accounting period, the controlled entity did not make any act at the instigation or in the interest of the entities controlled by the controlling entity that would relate to assets exceeding l 0% of the controlled entity' s equity determined as at the date of preparation of the financial statements for the particular accounting period.

12 ADV ANT AGES AND DISADVANTAGES ARISING FROM RELATIONS

Page 33: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

JANKA ENG IN EERING s.r .o.

Report on relations between related parties

Period ended 31 March 2016

The controlled entity incurs advantages in respect its relation with the controlling entity or other entities controlled by the controlling entity. These advantages are primarily the optimisation of the Company's costs due to processes performed at the group level. The controlled entity is not exposed to any risks in terms of its relation with the controlling entity and other entities controlled by the same controlling entity.

13 SUMMARY OF RELATIONS BETWEEN RELATED PARTIES

The related parties provided each other with perfonnance and adequate consideration; i.e. there was no unjustified enrichment and none of the parties incurred any hann or illegitimate advantage (or disadvantage to be potentially offset).

14 FINAL DECLARATION

This report has been prepared by the statutory representative of the controlled entity JANKA ENGINEERING s.r.o. and submitted to the auditor responsible for the audit of financial statements. Owing to its statutory duties, the controlled entity will issue an annual report - an inseparable part of which will be a report on relations. The annual reported will be filed in the Collection of Deeds of the Commercial Register maintained by the Municipal Court in Prague.

Prague, 4 May 2016

Filip Eisenreich Statutory representative

Page 34: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

KPMG Ceska republika Audit, s.r.o. Pobi'eznf 648/1 a 186 00 Praha 8 Ceska republi ka +420 222 123 111 www.kpmg.cz

This document is an English translation of the Czech auditor's report. Only the Czech version of the report is legally binding.

Independent Auditor's Report to the Member of JANKA ENGINEERING s.r.o.

We have audited the accompanying financial statements of JANKA ENGINEERING s.r.o., prepared in accordance with Czech accounting legislation, which comprise the balance sheet as of 31 March 2016, and the income for the year then ended, and the notes to these financial statements, including a summary of significant accounting policies and other explanatory notes. Information about JANKA ENGINEERING s.r.o. is set out in Note 1 to these financial statements.

Statutory Body's Responsibility for the Financial Statements

The statutory body of JANKA ENGINEERING s.r.o. is responsible for the preparation of financial statements that give a true and fair view in accordance with Czech accounting legislation and for such internal controls as the statutory body determines are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Act on Auditors, International Standards on Auditing and the relevant guidance of the Chamber of Auditors of the Czech Republic. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal controls relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal controls . An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

KPMG Ces1'.tl repubt1!q1 Aucht. s < o . a Czech l1m1t6d hah11t1y company ~nd (i m('mber fmn of the KPMG nel\\Olk of 1nclepcnden1 momllcr firms dfltl4,11od w11h KPMG tnlcrna1tonal Cooporat1vo 1..KPMG lnmmat1onat .. 1. a Swiss entity

Obchodni rc1'>tfik: vodt•nY MCststYni soudom v PrMe ocJdil C. vlolko Z·1185

ICO ,19619187 DIC CZG99001996 ID datovG !.Chr;1nky. 8h3Qt<<l

Page 35: Annual report, financial statements and auditor's …lloydengg.com/shp/Janka-Engineering-SRO-31st-March-2016.pdfJANKA ENGINEERING s.r.o. Annual report, financial statements and auditor's

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

Opinion

In our opinion, the financial statements give a true and fair view of the financial position of JANKA ENGINEERING s.r.o. as of 31 March 2016, and of its financial performance for the year then ended in accordance with Czech accounting legislation.

Other Information

Other information is defined as information (other than the financial statements and our auditor's report) included in the annual report. The statutory body is responsible for the other information.

Our opinion on the financial statements of JANKA ENGINEERING s.r.o. as of 31 March 2016 does not cover the other information and we do not express any form of opinion thereon. In connection with our audit of the financial statements, our responsibility is to read the other information and, in doing so, consider whether the other information included in the annual report is not materially inconsistent with the financial statements or our knowledge obtained in the audit, whether the annual report is prepared in accordance with applicable legislation and whether such information otherwise does not appear to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Prague 30 May 2016

k°?h6 ~fA I ~·~ /kcl;,f KPMG Ceska repuJ'a Audit, s.r.o. Registration number 71

Petr Skoda Partner

Registration number 1842