Contents. Board and Committees 3 Management 4 Group Structure 5 Directors Report 6 Corporate Governance 8

Transcription

1 Contents Board and Committees 3 Management 4 Group Structure 5 Directors Report 6 Corporate Governance 8 Other Statutory Disclosures 13 Secretary s Certificate 17 Auditor s Report 18 Statements of Financial Position 19 Statements of Comprehensive Income 20 Statements of Changes in Equity 21 Statements of Cash Flows 22 Notes to the Financial Statements 23 Directors Profile 65 Senior Management Profiles 67 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

2 Dear Shareholder, Your Board of Directors is pleased to present the Report of Naïade Resorts Ltd for the six months ended 30th June This report was approved by the Board of Directors on 4th October Arnaud Lagesse Chairman 2 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

3 Board and Committees Board of Directors Directors Alternate Directors Arnaud Lagesse (Chairman) Patrice Hardy (Managing Director) Pascal Bertrand(removal on ) Jean Claude Béga Virginie Corneillet Jean Paul Chasteau de Balyon Virginie Corneillet Laurent de la Hogue Jean de Fondaumière Désiré Elliah Dev Poolovadoo Alexis Harel Jean Raymond Harel J. Cyril Lagesse Hugues Lagesse Stéphane Lagesse Amaury Lagesse Audit Committee Alexis Harel (Chairman) Jean Claude Béga Jean Paul Chasteau de Balyon Stéphane Lagesse Corporate Governance Committee Alexis Harel (Chairman) Virginie Corneillet Patrice Hardy Arnaud Lagesse Remuneration Committee Arnaud Lagesse (Chairman) Alexis Harel Jean de Fondaumière Paul Jones (appointed on ) Patrice Hardy (resigned on ) Secretary Poséidon Limitée Per Sylvia Maigrot Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

4 Management Management and Administration Executive Committee Paul Jones Chief Executive Officer Patrice Hardy - Managing Director Désiré Elliah Chief Financial Officer Nicolas Autrey Group Human Resources Manager Julian Hagger Chief Sales and Marketing Officer Dev Poolovadoo Group Financial Controller Sylvia Maigrot Group Company Secretary/Corporate Affairs Chief Internal Auditor Ouma Cuniah Bankers The Mauritius Commercial Bank Ltd State Bank of Mauritius Ltd Bank One Limited Barclays Bank Plc Standard Bank (Mauritius) Ltd State Bank of India (Mauritius) Ltd AfrAsia Bank Ltd HSBC Limited (Mauritius, UK, Germany, Maldives) Bank of Ceylan Standard Bank of South Africa Limited Banque Française Commerciale Océan Indien Banque de la Réunion MCB Seychelles Hotel Managers Sylvio Arlanda (General Manager) - Le Tropical Geoffroy de Geyer (General Manager) - Merville Beach Brice Lunot (General Manager) Legends Alain Bhoyroo (General Manager) Tamassa Jean Pierre Auriol (General Manager) Les Pavillons Pascal Bertrand (General Manager) - Beau Rivage Mario de l Estrac (Manager) - Ile des Deux Cocos Dominik Ruhl (General Manager) Diva Maldives Stephane Baras (Directeur Général) Grand Hôtel du Lagon/ Hôtel Le Récif, Reunion Island Registered Office Auditor Ernst & Young Chartered Accountants Legal Advisors Clarel Benoit André Robert Notary Jean Pierre Montocchio Pierre Simonet Street Floréal Mauritius Registry and Transfer Office Poséidon Limitée Pierre Simonet Street Floréal Mauritius 4 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

5 Group Structure Naïade Resorts Ltd (Holding) Operating Le Tropical Hotel Operator Subsidiary 100% Naïade Foundation CSR Investment Company Associate 100% Naïade Holidays (Pty) Ltd Tour Operator Naïade Holidays Ltd Online Tour Operator 100% Poséidon Limitée Management Company 100% Holiday & Leisure Resorts Limited Operator - Merville Beach Hotel & Legends 100% 100% 100% Merville Beach 100% Hotel Ltd Naïade Resorts Seychelles Ltd NRTA Ltd Training Academy 100% Naïade Resorts (UK) Limited London Office 100% Blue Bay Tokey Island Limited Operator - Ile des Deux Cocos & Naïade Boutiques 100% Merville Ltd Property Owner - Merville Beach Hotel 100% 40% Ari Atoll Investments Ltd Naïade Resorts Maldives Ltd 100% 100% Beau Rivage Co Ltd Operator - Beau Rivage 100% La Plantation Limited Dormant White Sands Resort & Spa Pvt Ltd Operator - Diva Maldives 100% Les Pavillons Resorts Ltd Operator - Les Pavillons 100% LTK Ltd 47% 100% SAS Hôtel Prestige Réunion 100% 53% FMM Ltée SNC Saint Paul Property Owner - Grand Hôtel du Lagon SNC L Hermitage Property Owner - Hôtel Le Récif MSF Leisure Company Ltd Nautical Centre Le Morne SA Les Villas du Lagon Operator - Grand Hôtel du Lagon 100% 99.12% SAS Le Récif Operator - Hôtel Le Récif 50% Océanide Limited 99.81% 100% SA Société Villages - Hôtel de l Océan Indien Dormant Néreide Limited Operator - Tamassa Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

6 Directors Report On behalf of the Board of Directors, we have the pleasure in submitting to our shareholders our report for the six months ended 30th June Principal Activities Naïade Resorts Ltd ( NRL) is a public company incorporated in Mauritius and its shares are listed on The Stock Exchange of Mauritius. The Company owns and operates six resorts, spanning from the three star to five star in Mauritius, one five star in the Republic of Maldives and one three star and one five star in Reunion island. Change in Accounting Date The Group changed its Accounting date from December to June so as to be coterminous with its Holding Company namely Compagnie d Investissement et de Développement Limitée. The current audited financial statements covers the six-month period ended 30th June 2010 and the next audited financial statements will be for the twelve month period from 1st July 2010 to 30th June Industry Overview The number of tourist arrivals in Mauritius has increased by 6% for the period under review from 413,504 for the first semester of 2009 to 439,150 up to June This trend is expected to continue as the authorities are targeting a 5% increase for On the supply side and according to the Ministry of Tourism, there were 102 hotels in operation in Mauritius at end of 2009 and this figure has not evolved significantly during the first semester of In addition to the hotels, there are a significant number of bungalows (around 5,000) which compete directly with the hotels on the Island. It is estimated that around 60% of the tourists stayed in hotels and the remaining 40% stayed in bungalows and residences. The average occupancy of the hotels in Mauritius for the first semester of 2010 was around 64%. The number of tourists who have visited Reunion Island during the period under review amounted to 200,700 up by 3% compared to last year with France accounting for 78% of the arrivals. There were 49 hotels in operation and the average occupancy for the first semester of 2010 was about 58%. The UNESCO World Heritage Site Status is expected to increase international awareness and boost tourist arrivals. Total tourist arrivals in the Maldives between January to June 2010 reached 382,632 compared to 318,723 for the corresponding period last year; an improvement of 20%. In terms of country of arrivals, China registered the highest growth with 136% increase compared to The average occupancy rate of the resorts amounted to 76% for the first semester of 2010 at par with Review of Activities and Results The operating and financial performance of the hotels has been impacted to varying extent by the slowdown in tourism from 2009 due to the prevailing economic downturn in Europe which represents the key source markets for Mauritius, Reunion and Maldives. The lower rated three star properties have largely retained their level of occupancy and Average Daily Rate. However, the higher five star hotels which comprise the majority of the portfolio have experienced a fall in revenue. The performance was also affected by the high level of rates discounting on the markets and the value of the rupee against our major trading currencies. As a measure of comparison, the average conversion rate of the Euro for the Group was Rs 44 for the first semester of 2009 compared to Rs 41 in 2010 ; a fall of 6.8%. On the basis of the same exchange rate as last year, the Group s result would have been Rs 50m higher. Against this background, total revenue for the period under review was down by 6% from Rs 1.24bn to Rs 1.17bn. Our hotels in Mauritius have registered an occupancy rate of 67% for the period under review. This rate is at par with last year but better than industry at 64%. The Average Daily Rate went down by 3% compared to 2009 mainly due to rate discounting. Our hotels in Reunion Island are progressing with revenue up by 30% on the corresponding period last year. However, Grand Hotel du Lagon in Reunion Island was partially closed for renovation last year. Following the change in law concerning classification of hotels in France, Grand Hotel du Lagon in Reunion Island has been classified as a five star hotel. Tamassa has improved on last year with turnover up by 54%. Diva in Maldives, which is now in its second year of operations after redevelopment, has increased its turnover in 2010 by 21% compared to the corresponding period in Earnings before Interest, Tax, Depreciation and Amortisation (EBITDA) was down from Rs 217m to Rs 100m and loss for the six months amounted to Rs 256m compared to Rs 139m for the same period in Capital Restructuring Plan On the 30th March 2010, the Group announced a financial restructuring plan which consisted mainly of a Rights Issue of Rs 450m by the Holding Company, Naïade Resorts Ltd and a Rights Issue of USD 13m by its associate, White Sands Resort and Spa, the company owning and operating DIVA in Maldives. Having regard to the slow recovery in our source markets and the general sentiment that the Global Economic Crisis may last longer than expected, the Board of Directors have decided to improve the financial restructuring plan. The salient features of the Plan which was agreed with the Group s Lead Banks and the Group s major shareholder are summarised below: NRL will proceed with the Rights Issue and the Bond Issue for a total amount of Rs.1 billion. The Rights Issue and the Bond issue are subject to shareholders approval and the approval of the relevant regulatory authorities; White Sands Resort and Spa Pvt Ltd ( WSRS ), a company established in Maldives which owns and operates Diva Hotel will carry out a reorganisation of its capital and a rights issue of USD 13million to its shareholders. NRL will subscribe up to its entitlement and will underwrite up to a maximum of USD 5.3m; The Group has also undertaken to raise an additional amount of Rs.500 million through different avenues by the end of July This may consist of the disposal of non-core assets and part disposal of companies owning the hotel buildings (whilst the 6 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

7 Directors Report (continued) marketing and operations of these hotels will remain under the management of the Group); Pursuant to Financial Restructuring Plan, the Lead Banks will reschedule their existing facilities with NRL over a longer period to provide sufficient working capital to the Group. The effectiveness of the Financial Restructuring Plan is conditional upon the execution of definitive agreements. The obligations of NRL and the Lead Banks under those agreements will be subject to the satisfaction of certain conditions precedent already agreed by the parties in a Common Terms Sheet dated 30 September 2010; CIDL has entered into an underwriting agreement with NRL. The obligations of CIDL are subject to the satisfaction of a number of conditions precedent, especially the issue of certain approvals by the SEM and the definitive agreements witnessing the Financial Restructuring Plan being executed by the parties thereto and becoming unconditional in all respects; and NRL will issue a communiqué when the above conditions precedent are satisfied. The Board is of the view that the cash injection of Rs.1.5 billion coupled with initiatives taken to strengthen the management team, improve sales and EBITDA margin will restore the Group s profitability. As a result of the Financial Restructuring Plan, the Group will secure an appropriate level of working capital for its operations. Appointment of a new Chief Executive Officer The Board has also proceeded with the appointment of Mr Paul Jones as Chief Executive Officer of NRL with effect from 01 October 2010 in the context of a restructuring of the management of NRL. Mr Paul Jones has over 43 years of experience in the hotel industry and has significantly contributed to the establishment and development of the tourist industry in Mauritius. Mr Paul Jones will lead the management team in preparing, developing and implementing a comprehensive plan to restore the Group s profitability. Sales and Marketing In June 2010, the Group has recruited a new Chief Sales & Marketing Officer, namely Mr Julian Hagger. His main task is to undertake a complete rethinking of the sales and marketing department, strategy, channel distribution, revenue management and product mix. The Board is confident that under the leadership of Mr Julian Hagger, the marketing department is properly geared to face the future challenges and the strategies adopted will concur to the Group s profitability. of Naïade. Borrowings of the enlarged Group will be at around Rs 4.6 bn at 30th June The gearing ratio which was 59% in June 2010 will stand around 57% by end of June 2011 after consolidating DIVA as a subsidiary company of Naïade. The gearing ratio is expected to go down to 49% by end of Given that the proceeds of the restructuring plan will be used mainly to repay Bank debts, the finance costs of the Group will be reduced significantly. Going forward, financial charges should not represent an unduly heavy strain as long as revenue generated is at an acceptable level. Capital Expenditure The Group does not envisage major capital expenditure on existing properties other than those incurred in the normal course of business. Focus for the year ending 30th June 2011 is on consolidating existing operations and on increasing revenue. Dividend Given the results posted for the period and the weak outlook, the Directors have decided not to declare a dividend. Short term outlook Market conditions remain very difficult although there are signs of recovery with bookings in hand for the coming months higher than last year. The Room Rates are still under pressure with promotional offers flooding the market. The appreciation of the rupee against the Euro and GBP continues to have a significant impact on the top line and the Board welcomes the decision to reduce the repo rate by 100 basis point. Medium Term Prospects Tourism is anticipated to experience more robust growth in the next ten years than that observed in the past decade. The global tourism downturn, which began in 2008 and posted more than 12 consecutive months of decline in demand, showed the first signs of bottoming out in the last quarter of 2009 and the first quarter of The prospects for tourism appear favourable in the medium to long term. The Group is well positioned to take advantage of the expected recovery with 50% of its hotel rooms of less than two years old. The Group does not foresee any major capital expenditure to its existing properties over the medium term and long term investment will be contemplated once the first signs of recovery are seen. Finally, we wish to thank all the members of the Board for their support during the difficult year as well as to our employees for their hard work, motivation and dedication. Gearing and Finance Costs The total net interest-bearing debt as at 30th June 2010 amounted to Rs 4.3billion excluding Diva and Tamassa. Once the capital reorganization of Diva in the Maldives is completed and the restructuring plan implemented, Diva will become a subsidiary Arnaud Lagesse Chairman 4 th October 2010 Alexis Harel Chairman of the Audit Committee Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

8 Corporate Governance Report Company Constitution A copy of the Company s Constitution is available upon request at the registered office of the Company and is available on its website Shareholding At 30 June 2010, the Company s share capital was Rs 862,568,730 (86,256,873 shares of Rs 10 each) and there were 2,940 shareholders ( : 2,810) on the registry. The directors regard Compagnie d Investissement et de Développement Ltée (CIDL) as the ultimate holding company and as at 30 June 2010, two directors were common to the Company and CIDL namely Messrs Arnaud Lagesse and J. Cyril Lagesse. Shareholders holding more than 5% of the Company at 30 June 2010 were: Compagnie d Investissement et de Développement Ltée 30.02% Compagnie d Investissement Immobilier de Flacq Ltée 8.72% The Anglo-Mauritius Assurance Society Ltd 8.55% Patrice Hardy 7.82% Other shareholders 44.89% Total % The Company s shareholding profile as at 30 June 2010 was as follows: Defined Brackets Number of Shareholders Number of Shares Owned Percentage % , , , , ,001-5, ,096, ,001-10, ,767, ,001-50, ,916, , , ,530, , , ,869, ,001-1,000, ,388, ,000,001-1,500, Over 1,500, ,104, ,940 86,256, Summary of Shareholder Category Category of Shareholders Number of Shareholders Number of Shares Owned % of Total Issued Shares Individuals 2,691 24,330, Insurance and assurance companies 24 8,394, Pension and provident funds , Investment and trust companies 3 4,751, Other corporate bodies ,856, ,940 86,256, Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

9 Corporate Governance Report (continued) Share Price Information At the time of reporting, the share price of the company is around Rs 25 compared to Rs 26 at the same period for the previous financial statements. Communication, Investor Relations and Calendar of Important Events The Chairman and the Management of the Company regularly meet fund managers, institutional investors and investment analysts to discuss the state of affairs of the Company and that of the industry in general, within the parameters of the Listing Rules and other applicable regulations. Any figures or information presented to those panels are simultaneously posted on the Company s website. The Company communicates with the broader investment community and stakeholders via press releases and its quarterly finance bulletin Naïade Finance, which is published on the website. Calendar for the financial year ending 30 June 2011 Publication of 1st-quarter results October/November 2010 Publication of Report for six months November 2010 Special Meeting of Shareholders to approve accounts November 2010 Declaration/payment of interim dividend (if applicable) November/December 2010 Publication of interim results January/February 2011 Publication of 3rd-quarter results April/May 2011 Declaration/payment of final dividend (if applicable) June/July 2011 Financial year-end June 2011 Publication of abridged end-of-year results September 2011 Shareholders Agreement The Company is aware of the existence of a shareholders agreement, signed in September 2007 between Compagnie d Investissement et de Développement Limitée (CIDL) and Forward Investment and Development Enterprises Limited, both of Groupe Mon Loisir, and the Anglo-Mauritius Assurance Society Limited, which together hold 41.9% of the share capital of the Company. This agreement, which is mainly a working arrangement among the shareholders mentioned above, takes into account the interest of all shareholders under the Companies Act 2001 and the principles of good corporate governance. It makes provision for the management of Naïade Resorts Ltd and lays down procedures for key decisions, the administration and constitution of the Board and committees of the Board, dividend policy, retention and disposal of shares, and pre-emption rights. Management Agreement Poséidon Limitée, a 100% subsidiary of Naïade Resorts Ltd, provides to the Company, its other subsidiaries and associated companies a range of management, administrative, secretarial, financial, marketing and communication services. Dividend Policy Subject to internal cash-flow requirements and the need for future capital investments, it is the Company s policy to declare 50% dividends out of profits available for distribution, in accordance with the Companies Act The Audit Committee and the Board ensure that the Company satisfies the solvency test at each dividend declaration. The Board did not declare a dividend for the six months ended 30th June Summary of dividends per share paid over the past five years in MUR: Year Interim Final Total nil nil nil nil Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

10 Corporate Governance Report (continued) Board of Directors Mr Louis Rivalland resigned as Director on 30 April 2010 and Mr Jean Paul Chasteau de Balyon was on the same date appointed as Director to fill the vacancy until the forthcoming Annual General Meeting. At the meeting held on 16th June 2010, the Shareholders approved the appointment of Mr Jean Paul Chasteau de Balyon as Director and further approved the re-election of Mr J. Cyril Lagesse as Director under Section 138(6) of the Act and the re-election of Mr Alexis Harel as Director in line with the recommendations of the Corporate Governance Committee, which also serves as Nomination Committee. The table below sets out the directors respective category, direct and indirect interests and number of other directorships in listed companies as at 30 June 2010: Direct Interest Category Shares % Indirect Interest % Number of Other Directorships in Listed Companies Directors Jean-Claude Béga NED 178, Virginie Corneillet NED 102, Jean Paul Chasteau de Balyon NED Jean de Fondaumière INED Désiré Elliah ED 855, Patrice Hardy ED 6,790, Alexis Harel INED 17, Arnaud Lagesse NICB 14, J. Cyril Lagesse NED 90, Stéphane Lagesse NED 81, Alternate Directors Pascal Bertrand Laurent de la Hogue - 25, Jean-Raymond Harel - 177, Amaury Lagesse - 20, Hugues Lagesse Dev Poolovadoo - 501, None of the directors hold any direct interest in the subsidiaries of the Company. ED INED NED NICB Executive director Independent non-executive director Non-executive director Non-independent Chairperson of the Board 10 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

11 Corporate Governance Report (continued) During the period under review, share dealings by directors (including Alternate directors) were as follows: Number of Shares Purchased/(Sold) Directly Dev Poolovadoo (35,000) Number of Shares Purchased/Sold Indirectly The directors endeavour to follow the principles of the Model Code for Securities Transactions by Directors of Listed Companies as detailed in Appendix 6 of the Mauritius Stock Exchange Listing Rules 2000, and disclose any transaction in the shares of the Company as applicable. The Company keeps an Interests Register in accordance with the Companies Act 2001 and an Insiders Register pursuant to the Securities Act 2005, and the registers are regularly updated with the information submitted by the directors and/or other insiders as applicable. Board Activity during the six months period The Board met four times up to 30 June the individual attendance by directors is detailed below - for the purpose of considering and approving, among other things. The Audited accounts for the year ended 31st December 2009 and relevant publications The Financial Restructuring Plan of the Company Decisions were also taken by way of written resolutions signed by all the directors. Attendance Report (Six months ended 30 June 2010) Committees Board Audit Remuneration Corporate Governance Number of meetings held Jean-Claude Béga 4 4 Virginie Corneillet 4 1 Jean Paul Chasteau de Balyon 1/1 3/3 Désiré Elliah 4 Jean de Fondaumière 4 1 Patrice Hardy Alexis Harel Arnaud Lagesse J. Cyril Lagesse 4 Stéphane Lagesse 4 4 In Attendance Managing Director 4 Chief Financial Officer 4 External auditors 2 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

12 Corporate Governance Report (continued) Committees of the Board Audit Committee Mr Jean Paul Chasteau de Balyon was appointed in replacement of Mr Louis Rivalland on the Audit Committee on 14 May 2010 and the Committee met four times with the external auditors, Messrs Ernst & Young attending two of these meetings. Remuneration Committee Mr Alexis Harel was appointed in replacement of Mr Louis Rivalland on the Remuneration Committee on 14 May 2010 and the Committee held one meeting during the six months period to 30 June Corporate Governance Committee The composition of the Corporate Governance Committee remained unchanged for the six months period to 30 June Company Secretary All directors have access to the advice and services of the Company Secretary, who is responsible to the Board for ensuring that Board procedures are followed and that applicable rules and regulations are complied with. Independent Professional Advice The directors may also seek independent professional advice at the Company s expense as and when required. Statement of Remuneration Philosophy Each director is paid a fixed annual fee of Rs 100,000, plus an attendance fee of Rs 10,000 per Board meeting. The Board has entrusted to the Remuneration Committee the responsibility of determining adequate remuneration for executive directors as well as senior managers, taking into consideration market conditions, available benchmarking, and the Company s results. Remuneration and benefits (including bonuses and commissions) received and receivable from the company and related corporations were as follows: Year ended December 31, 2009 Executive Rs Non- Executive Rs Executive Rs Non- Executive Rs The Company 172, , ,000 1,515,000 Subsidiary Poseidon Limitée (note (a)) 14,150,000-29,970,000 - (a) includes alternate directors Remuneration paid to each individual executive director has not been disclosed as the directors consider this information as very sensitive in this very competitive environment. Related Party Transactions Please refer to page 54, Note 34 to the Financial Statements. Employee Share Option Plan The Company does not have an employee share-option plan. Donations The Company has a policy of channeling all requests for donations (excluding political donations, which are dealt with directly by the Board) and other forms of social assistance through its Corporate Social Responsibility function, duly incorporated under Naïade Foundation since December Please refer to page 15, in Other Statutory Disclosures, for information regarding political and other donations. Policies and Practices as regards Corporate Social Responsibility For the period under review, Naïade Resorts Ltd has pursued its actions to promote education for the unprivileged and its assistance, financially and otherwise, to social-action groups with special attention to disadvantaged communities. The Naïade Foundation committee, under the Chairmanship of Robert Ahnee held its first meeting in June 2010 to discuss amongst other items, the 2010 budget, projects and disbursements and compliance to the CSR National Committee regulations. 4th October 2010 Sylvia Maigrot Poseidon Limitee Secretary 12 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

13 Other Statutory Disclosures The directors have pleasure in submitting the Report of Naïade Resorts Ltd and its subsidiaries for the period ended June 30, Main Activities The main activities of Naïade Resorts Ltd and its subsidiaries consist of operating and managing hotels. Change in Accounting Date In order to coincide with the reporting period of its holding company, Compagnie D Investissement et de Développement Limitée, the Directors resolved to change the Company s and all the subsidiary s reporting period from December 31 to June 30. These Financial Statements have therefore been prepared for the period from January 1, 2010 to June 30, Results for the Period The Statements of comprehensive income for the period ended June 30, 2010 are shown on page 20. Revenue of the Company and the Group was Rs. 84 million and Rs. 1,166 million respectively (Year ended December 31, 2009: Company Rs. 184 million and the Group Rs. 2,390 million). The Company s and the Group s loss for the period was Rs million and Rs million respectively (Year ended December 31, 2009: loss of Rs million and Rs million respectively). Dividends No dividend has been declared in respect of the financial period ended June 30, 2010 (2009: Rs 0.50 per share). Directors The names of the Directors of Naïade Resorts Ltd and its subsidiaries, as at 30th June 2010, are as follows: Companies Naïade Resorts Ltd Beau Rivage Co Ltd Blue Bay Tokey Island Limited Les Pavillons Resorts Ltd La Plantation Limited Poséidon Limitée FMM Ltée LTK Ltd MSF Leisure Company Ltd Directors Arnaud Lagesse (Chairman) Patrice Hardy (Managing Director) Jean Claude Béga Virginie Corneillet Désiré Elliah Jean de Fondaumiere Alexis Harel J. Cyril Lagesse Stéphane Lagesse Jean Paul Chasteau de Balyon (appointed on ) Louis Rivalland (resigned on ) Pascal Bertrand (alternate to Patrice Hardy) Jean Paul Chasteau de Balyon (resigned as alternate to Louis Rivalland on ) Virginie Corneillet (alternate to Jean Claude Béga) Laurent de la Hogue (alternate to Virginie Corneillet) Jean-Raymond Harel (alternate to Alexis Harel) Amaury Lagesse (alternate to Stéphane Lagesse) Hugues Lagesse (alternate to J. Cyril Lagesse) Dev Poolovadoo (alternate to Désiré Elliah) Arnaud Lagesse Désiré Elliah Patrice Hardy Alexis Harel Arnaud Lagesse Patrice Hardy Alexis Harel Arnaud Lagesse Désiré Elliah Patrice Hardy Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

14 Other Statutory Disclosures (continued) Companies Directors NRTA Ltd Naïade Resorts (UK) Limited Nicolas Autrey Pascal Bertrand Désiré Elliah Sylvia Maigrot Patrice Hardy Désiré Elliah Arnaud Lagesse Naïade Resorts Arnaud Lagesse (appointed on ) Seychelles Ltd Peter Burian Richard Ramasawmy Marie Antoinette Mein (Alternate to Peter Burian) Patrice Hardy (resigned on ) Désiré Elliah (resigned on ) Naïade Holidays Patrice Hardy (Pty) Ltd Désiré Elliah Sydney Pierre Naïade Holidays Ltd Patrice Hardy Désiré Elliah Naïade Foundation Holiday & Leisure Resorts Limited Patrice Hardy Désiré Elliah Pascal Bertrand Arnaud Lagesse Patrice Hardy Désiré Elliah Merville Beach Arnaud Lagesse Hotel Ltd Désiré Elliah Merville Limited Patrice Hardy Hôtel Prestige Réunion Patrice Hardy ( Président ) Les Villas du Lagon Patrice Hardy ( Président ) Stéphane Baras ( Administrateur and Directeur Général Délégué ) Pascal Bertrand ( Administrateur ) Désiré Elliah ( Administrateur ) Société Villages Hôtels Patrice Hardy ( Président ) De l Océan Indien Stéphane Baras ( Administrateur and Directeur Général Délégué ) Pascal Bertrand ( Administrateur ) Désiré Elliah ( Administrateur ) Le Récif SAS Patrice Hardy ( Président ) Stéphane Baras ( Directeur Général ) Internal Control The directors are responsible for ensuring that the whole system of controls, financial and otherwise, that are in place is sufficient and appropriate in order to enable the company to carry on business in an orderly and efficient manner. The Company has an established internal audit function. The department consists of a Chief Internal Auditor who reports to the Managing Director and the Audit Committee. Internal audit reports are issued both to the Executive team members and to the Audit Committee. The purpose, authority and responsibility of the Internal Audit Department are set out in an Internal Audit Charter which has been approved by the Audit Committee. The role of the department is to assess and provide an independent assurance on the adequacy of the internal control, risk management and governance processes of the company. The Chief Internal Auditor has access to all the Company records which are relevant to the performance of her duties. 14 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

15 Other Statutory Disclosures (continued) Risk Management The Board has overall responsibility for risk management and internal control. Risks faced by the Group have been analysed in a risk analysis document, together with the probability of occurrence and the potential severity of loss. This document is reviewed annually by management, the Audit Committee, the internal auditor and the external auditor. The Group is subject to a number of risks and uncertainties which are handled by the Management Team during their day-to-day operations. The most important ones are listed below: Industry risk The volume of tourist arrivals in Mauritius and the other destinations where the Group operates may not grow to match with the expansion in room capacity brought about by the construction of new hotels. This imbalance may create competitive pressure on Naïade. The Group is however well experienced and positioned in the market and is able to compete effectively in the main markets. Global competition remains intense the more so in the current economic environment and Mauritius faces active competition from other destinations. The Group is diversifying geographically and now operates nine hotels on three islands in the Indian Ocean. Political risk The role of Government is crucial in the development of the tourism industry. Political stability, allocation of adequate funds for the promotion of this sector and a well balanced approach to the opening of air access are very important factors to be considered. Market Risk The economic recession or downturn in Europe which remains the Group s main market could adversely and materially affect the Group s operations and financial condition. Management s strategy is to diversify its client base so as to be less dependent on one market. Insurance Risk In order to protect itself against any liability falling outside the scope of coverage or against any inadequate coverage, the Group reviews its insurance policies on a yearly basis with expert advisors. Financial Risk Factors Please refer to pages 55 to 62, Notes 36 to the Financial Statements. Directors Service Contract The executive directors of the Group have no service contract. Their employment is only subject to the Employment Rights Act 2008 and has no expiry date. The non-executive directors hold no service contract with the Company and its subsidiaries. Contract of Significance During the period under review, there was no contract of significance between the directors and the Group. Indemnity Insurance During the current period, the directors of Naïade Resorts Ltd and its subsidiaries have renewed the indemnity insurance cover for directors /officers liability. There is no indemnity insurance for other employees. Donations Donations were as follows: June 2010 December 2009 Political Rs Others Rs Political Rs Others Rs The Company - 11,731-57,635 The Subsidiaries Les Pavillons Resorts Ltd - 11, ,984 Beau Rivage Co Ltd - 62, ,096 Poséidon Limitée 2,000, , ,334 Holiday & Leisure Resorts Limited - 391, ,984 Blue Bay Tokey Island Limited Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

16 Other Statutory Disclosures (continued) AUDITORS The fees paid to the auditors, for audit and other services were: THE COMPANY June 2010 Rs December 2009 Rs June 2010 Rs December 2009 Rs (a) Ernst & Young Audit services 1,304,800 1,631, , ,000 Other services 250, , ,000 23,000 Total 1,538,000 2,049, , ,000 (b) Other Auditors Audit services 630,500 1,251, Other services Total 630,500 1,251, Fee for other services paid to the auditors are in respect of taxation services as well as for half yearly audit. Statement of Directors responsibilities in respect of the preparation of Financial Statements and Internal Control and Risk Management For the period under review, the directors report that: the financial statements fairly present the state of affairs of the Group and the Company as at the end of the financial period and the result of operations and cash flows for that period; adequate accounting records and an effective system of internal controls and risk management have been maintained; appropriate accounting policies supported by reasonable and prudent judgments and estimates have been used consistently; the financial statements have been prepared in accordance and comply with International Financial Reporting Standards; the financial statements have been prepared on the going concern basis; they are responsible for safeguarding the assets of the Group and of the Company; and they have taken reasonable steps for the prevention and detection of fraud and other irregularities; the external auditors are responsible for reporting on whether the financial statements are fairly presented; Report for the six months ended approved by the Board of Directors on October 4, 2010 and signed on its behalf by: Arnaud Lagesse Chairman Alexis Harel Chairman of the Audit Committee 16 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

17 Secretary s Certificate We certify that, to the best of our knowledge and belief, the Company has filed with the Registrar of Companies, all such returns as are required of the Company under the Companies Act 2001, in terms of section 166(d). Sylvia Maigrot Poséidon Limitée Secretary This 4th October 2010 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

18 Auditors Report to the Members Report on the Financial Statements We have audited the financial statements of Naïade Resorts Ltd (the Company ) and its subsidiaries (together referred to as the Group ) on pages 19 to 64 which comprise the statements of financial position as at June 30, 2010 and the statements of comprehensive income, statements of changes in equity and statements of cash flows for the period then ended and a summary of significant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The directors are responsible for the preparation and fair presentation of these financial statements in accordance with International Financial Reporting Standards and in compliance with the requirements of the Companies Act This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with International Standards on Auditing. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance 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 auditors judgement, 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 auditors consider internal control relevant to the Company 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 Group s internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Emphasis of matter Without qualifying our opinion, we draw attention to note 37 to the financial statements whereby the directors have improved the financial restructuring plan announced on March 30, The salient features of the revised plan as described in the note has been agreed with the Group s lead banks. The directors are confident that such plan will enable the Group to overcome the current financial situation and face the challenges ahead. Therefore, the financial statements have been prepared on a going concern basis. Opinion In our opinion, the financial statements on pages 19 to 64 give a true and fair view of the financial position of the Company and the Group as at June 30, 2010 and of their financial performance and their cash flows for the period then ended in accordance with International Financial Reporting Standards and comply with the Companies Act Other matter This report, including the opinion, has been prepared for and only for the Company s members, as a body, in accordance with Section 205 of the Companies Act 2001 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing. Report on Other Legal and Regulatory Requirements Companies Act 2001 We have no relationship with or interests in the Company and the Group other than in our capacity as auditors and dealings with the Company and the Group in the ordinary course of business. We have obtained all the information and explanations we have required. In our opinion, proper accounting records have been kept by the Company and the Group as far as it appears from our examination of those records. The Financial Reporting Act 2004 The Directors are responsible for preparing the Corporate Governance Report and making disclosures as required by section 8 of the Code of Corporate Governance ( the Code ). Our responsibility is to report on the consistency of these disclosures with the Code. In our opinion, the disclosures in the Corporate Governance Report are consistent with the requirements of the Code. ERNST & YOUNG Ebène Mauritius Date: October 4, 2010 LI KUNE LAN POOKIM, A.C.A, F.C.C.A 18 Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

19 Statements of Financial Position as at June 30, 2010 Notes ASSETS Non-current assets Property, plant and equipment 4 5,747,713 6,367, , ,193 Intangible assets 5 401, , Investment in subsidiary companies ,449,321 1,449,321 Investment in associated companies 7 464, , Other financial assets 8 77, , Deferred tax assets 9 27,933 71, Retirement benefit asset 10 6,592 4, ,726,067 7,482,590 1,687,537 1,682,443 Current assets Inventories 11 61,621 68,670 1,648 2,147 Trade and other receivables 12 1,244,806 1,130,284 2,225,476 2,039,332 Cash and short term deposits 29 (a) 113, ,487 54,606 69,076 1,420,004 1,323,441 2,281,730 2,110,555 Non-current assets classified as held for sale , Total assets 8,525,274 8,806,031 3,969,267 3,792,998 EQUITY AND LIABILITIES Capital and reserves Issued capital , , , ,568 Share premium 194, , , ,386 Treasury shares 14 (18,081) (18,081) (18,081) (18,081) Other reserves 15 1,469,091 1,479, , ,462 Retained earnings 487, , , ,734 Total equity 2,995,537 3,262,935 1,478,954 1,514,069 Non-current liabilities Interest bearing loans and borrowings 16 3,277,805 3,046, , ,558 Deferred tax liabilities 9 323, ,138 25,166 24,496 Retirement benefit obligations 10 27,612 24, ,629,309 3,408, , ,639 Current liabilities Interest bearing loans and borrowings 16 1,201,502 1,458, , ,562 Trade and other payables , ,294 1,120,483 1,018,718 Current tax liabilities , ,900,428 2,134,553 1,866,407 1,917,290 Total liabilities 5,529,737 5,543,096 2,490,313 2,278,929 TOTAL EQUITY AND LIABILITIES 8,525,274 8,806,031 3,969,267 3,792,998 These financial statements have been approved for issue by the board of directors on October 4, Arnaud Lagesse Chairman Patrice Hardy Managing Director The notes set out on pages 23 to 64 form an integral part of these financial statements. Auditors report on page 18. Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

20 Statements of Comprehensive Income Notes Six months Year Six months Year ended ended ended ended 30-Jun Dec Jun Dec-09 Sale of goods and services 2.4 (x) 1,118,176 2,284,340 35,285 71,608 Finance revenue 20 18,606 38,080 48, ,054 Other operating income 21 29,289 67, ,925 Revenue 1,166,071 2,390,338 84, ,587 Cost of inventories , ,733 7,798 15,594 Employee benefits expense , ,658 9,534 18,343 Depreciation and amortisation , ,281 3,304 7,874 Other operating expenses , ,962 17,082 33,386 1,176,110 2,257,634 37,718 75,197 Operating (loss)/profit 26 (10,039) 132,704 46, ,390 Finance costs 27 (155,085) (324,539) (80,760) (156,369) Share of loss in associated companies 7 (61,990) (173,236) - - Loss before tax (227,114) (365,071) (34,445) (47,979) Income tax expense/(credit) 18 29,780 2, (2,063) Loss for the period/year (256,894) (367,480) (35,115) (45,916) Other Comprehensive income Exchange difference on translation of foreign operations 15 (10,270) (11,308) - - Net gain/(loss) on fair value of availablefor-sale investment 8 1,257 (3,095) - - Gain realised on disposal of available-forsale-investment 15 (1,522) (544) - - Cash flow hedge movement 15 (29,969) 28, Hedge reserve realised on repayment of loans Share of reserve in associated companies 7 30, (10,504) 14, Total Comprehensive income for the period/year (267,398) (353,027) (35,115) (45,916) Loss per share (Basic and Diluted (Rs)) 28 (2.99) (4.27) The notes set out on pages 23 to 64 form an integral part of these financial statements. Auditors report on page Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

21 Statements of Changes in Equity Attributable to the equity holders of the parent Issued treasury Other capital Share shares reserves Retained Notes (Note 14) premium (Note 14) (Note 15) earnings Total Rs 000 Rs 000 Rs 000 Rs 000 Rs 000 Rs 000 At January 1, , ,386 (18,081) 1,465,142 1,154,932 3,658,947 Other comprehensive income for the year ,453-14,453 Loss for the year (367,480) (367,480) Total comprehensive income for the year ,453 (367,480) (353,027) Dividends (42,985) (42,985) At December 31, , ,386 (18,081) 1,479, ,467 3,262,935 At January 1, , ,386 (18,081) 1,479, ,467 3,262,935 Other comprehensive income for the period (10,504) - (10,504) Loss for the period (256,894) (256,894) Total comprehensive income for the period (10,504) (256,894) (267,398) Dividends At June 30, , ,386 (18,081) 1,469, ,573 2,995,537 THE COMPANY Issued treasury Revaluation capital Share shares reserves Retained Notes (Note 14) premium (Note 14) (Note 15) earnings Total Rs 000 Rs 000 Rs 000 Rs 000 Rs 000 Rs 000 At January 1, , ,386 (18,081) 114, ,635 1,602,970 Loss for the year (45,916) (45,916) Total comprehensive income for the year (45,916) (45,916) Dividends (42,985) (42,985) At December 31, , ,386 (18,081) 114, ,734 1,514,069 At January 1, , ,386 (18,081) 114, ,734 1,514,069 Loss for the period (35,115) (35,115) Total comprehensive income for the period (35,115) (35,115) Dividends At June 30, , ,386 (18,081) 114, ,619 1,478,954 The notes set out on pages 23 to 64 form an integral part of these financial statements. Auditors report on page 18. Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended

22 Statements of Cash Flows Notes Six months Year Six months Year ended ended ended ended 30-Jun Dec Jun Dec-09 OPERATING ACTIVITIES Cash from operations Loss before taxation (227,114) (365,071) (34,445) (47,979) Adjustments for: - Share of results of associates 7 61, , Foreign exchange differences (6,356) (6,916) (25,500) (2,974) - Depreciation and amortisation 110, ,281 3,304 7,874 - Loss on disposal of property, plant and equipment 174 1, Gain on disposal of available-for-sale investment (1,522) Retirement benefit obligations 1,157 2, Interest income 20 (18,606) (38,080) (48,640) (108,054) - Interest expense , ,539 80, ,369 - Investment income - (1,504) - 75, ,495 (24,412) 5,416 Changes in working capital: - Inventories 7,049 (1,739) 499 (301) - Trade and other receivables (60,325) 124,313 (186,144) 48,096 - Trade and other payables 49,583 (93,980) 101, ,086 Cash generated from operations 71, ,089 (108,292) 161,297 Interest received 18,606 38,080 48, ,054 Income tax paid 18(d) (23,257) (45,763) (10) (2,759) Interest paid (155,085) (324,539) (80,760) (156,369) Net cash flows from/(used) operating activities (88,087) 24,867 (140,422) 110,223 INVESTING ACTIVITIES Purchase of additional share in subsidiary (26,003) Purchase of property, plant and equipment 29(b) (18,914) (218,581) (8,345) (2,053) Purchase of intangible assets 5 (3,729) (20,647) (93) - Proceeds from sale of available-for-sale investment 3,617 1, Proceeds from sale of assets held for sale 11, Proceeds from sale of property, plant and equipment 79 2, Dividends received - 1, Net cash flows used in investing activities (7,239) (233,862) (8,438) (28,056) FINANCING ACTIVITIES Proceeds from long term borrowings - 911, ,000 Payments of long term borrowings (46,701) (576,202) - (385,925) Repayment of obligation under finance leases (3,445) (6,478) - (177) Dividends paid 19 - (128,955) - (128,955) Net cash flows from/(used in) financing activities (50,146) 199,400 - (70,057) Net increase/(decrease) in cash and cash equivalents (145,472) (9,595) (148,860) 12,110 At January 1, (324,885) (315,290) (203,361) (215,471) Exchange difference (2,612) At June30/December 31, 29(a) (472,969) (324,885) (352,221) (203,361) The notes set out on pages 23 to 64 form an integral part of these financial statements. Auditors report on page Naïade Resorts Ltd and its Subsidiaries - Report for the six months ended