27 March 2024
Infrastructure India
plc
("IIP" or the
"Company" and together with its subsidiaries, the
"Group")
Interim results for the six months ended
30 September 2023
Infrastructure India plc, an AIM quoted
infrastructure fund investing directly into assets in India,
announces its unaudited interim results for the six months ended 30
September 2023 and information on its Annual General Meeting
("AGM").
The AGM will be held in May 2024 at the offices
of FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1
1LA and the Company will in due course confirm the date and
circulate the Notice of AGM and Forms of Proxy to
shareholders.
Lifting of
Suspension and Resumption of Trading
As a result of the publication of the Annual
Report for the year ended 31 March 2023 and announcement of the
interim results for the six months ended 30 September 2023, trading
in the Company's ordinary shares on AIM is expected to be restored
with effect from 07.30 a.m. GMT today.
Financial
performance
· Value of the
Company's investments were £99.6 million as at 30 September 2023
(£99.1 million as at 31 March 2023; £194.1 million as at 30
September 2022).
· Net liabilities
were £217.4 million as at 30 September 2023 (against net
liabilities of £184.9 million as at 31 March 2023; £85.7 million as
at 30 September 2022).
· The net liability
position is based on preliminary terms with a third party and the
ascribed consideration for the disposal of IIP's largest holding,
Distribution Logistics Infrastructure Limited ("DLI"). The other
significant factor is the Group's net debt.
· As at 30
September 2023, the Group had gross cash resources of £0.4 million.
The sale of Indian Energy Limited is expected to complete
imminently for total cash consideration of approximately US$4.3
million (approximately £3.3 million). IIP is also discussing
preliminary terms for the sale of DLI and further announcements
with regard to this will be made as and when
appropriate.
· The Board has
been active in securing sources of financing to ensure the Group
has adequate funding to continue to meet liabilities as they fall
due and, as announced, this includes asset sales. As a result of
this process, the Group has prepared the accounts on a basis other
than going concern due to the uncertainty in relation to the timing
of potential transactions, ultimate receipt of sale proceeds and
the specifics of any deferred consideration. This basis was
considered the most appropriate method for the reporting
period.
Duration of the
Company and AIM cancellation proposal
· In accordance
with IIP's Articles of Association, a 5-yearly vote on the Duration
of the Company will be tabled at the AGM in May 2024.
· IIP's assets,
other than India Hydropower Development Company ("IHDC"), are
already held for sale in the Company Accounts and, as a
consequence, the Board intends to propose an orderly winding up of
the Group at the upcoming AGM, together with a proposal for AIM
cancellation of the Company's shares.
Enquiries:
Infrastructure India plc
Sonny Lulla
|
www.iiplc.com
Via Novella
|
|
|
Strand Hanson Limited
Nominated Adviser
James Dance / Richard
Johnson
|
+44 (0) 20 7409 3494
|
Singer Capital Markets
Broker
James Maxwell - Corporate
Finance
James Waterlow - Investment Fund
Sales
|
+44 (0) 20 7496 3000
|
Novella
Financial PR
Tim Robertson / Safia
Colebrook
|
+44 (0) 20 3151 7008
|
JOINT STATEMENT FROM THE CHAIRMAN AND
THE CHIEF EXECUTIVE
We would like to report Infrastructure India
plc's ("IIP" or the "Company" and, together with its subsidiaries,
the "Group") unaudited interim results for the period ended 30
September 2023.
The Group has prepared the interim
results on a basis other than going concern due to the uncertainty
in relation to the timing of potential transactions, ultimate
receipt of sale proceeds and the specifics of any deferred
consideration. This basis was considered the most appropriate
method for the reporting period.
The activity during the interim reporting period
largely reflects the previous period, the fiscal year ended 31
March 2023, which was dominated by discussions and due diligence
around the sale of both Distribution Logistics Infrastructure
Limited ("DLI") and Indian Energy Limited ("IEL").
Net liabilities were £217.4 million as at 30
September 2023 (net liabilities of £184.9 million as at 31 March
2023 and £85.7 million as at 30 September 2022). The net liability
position was based on preliminary terms with a third party and the
ascribed consideration for the disposal of IIP's largest holding,
DLI. The increase in Group net debt was also a contributor to the
net liability position.
On 6 September 2023, IIP announced
that it, along with DLI Group and Distribution and Logistics
Infrastructure India, Mauritius, IIP's wholly-owned subsidiary
("DLI Mauritius"), had entered into a share purchase and
shareholders' agreement (the "Agreement") for the conditional sale
of DLI to Pristine Malwa Logistics Park Private Limited
("Pristine Malwa") (the
"Transaction"). The
Transaction comprised a share swap of up to 33% of Pristine Malwa's
issued share capital and an upfront cash consideration of
approximately US$10 million. Post-period, on 15 February
2024, IIP announced that it would not be proceeding with the
Transaction. Some key areas of the Agreement were subject to final
agreement, which could not be reached in a manner satisfactory to
the IIP Board, in the best interests of IIP shareholders, and
potentially materially undervalued DLI in the Board's
view. Consequently, DLI Mauritius issued a termination notice
to Pristine Malwa. Neither Pristine Malwa nor DLI had fulfilled all
conditions precedent and the long stop date had expired without a
mutually agreed extension.
Further to the announcement on 15
February 2024, the Company is in early discussions with a third
party with regard to the proposed sale of DLI and is evaluating the
potential transaction and related timelines, with due diligence
underway, although there can be no guarantee that discussions will
lead to definitive agreements for the sale of DLI. Further
announcements will be made in due course.
Subsequent to the period end, on 4
April 2023, IIP entered into a conditional agreement for the sale
of IEL to FA Power Renewables Private Limited. The sale of IEL is
expected to complete imminently. The total aggregate
cash consideration for IEL is approximately US$4.4
million.
Annual General
Meeting, Duration of the Company and AIM Cancellation
proposal
Further to the Company's announcement on 25
September 2023, with regard to delay in publication of the
Company's Accounts, the timing of the 2023 Annual General Meeting
("AGM") was also impacted. Pursuant to the Company's Articles of
Association, the Company should hold an AGM in each calendar year
providing notice and a copy of the published annual audited
accounts to shareholders not less than 21 clear days before the AGM
date. IIP will therefore convene an
AGM to be held in May 2024.
At the upcoming AGM, in accordance with IIP's
Articles of Association, a 5-yearly vote on the Duration of the
Company will be tabled.
The Board has considered the financial position
of the Company, in light of the 5-yearly vote, and with IIP's
assets, other than India Hydropower Development Company ("IHDC"),
already held for sale in the Company Accounts, and the Board
intends to propose an orderly winding up of the Group at the AGM.
The estimated timeline of an orderly process is approximately 24
months, which is also in line with IIP's Articles of
Association.
In light of the proposal for the orderly winding
up of the Company, and being mindful of the costs of being a public
quoted company, the Board intend to table a resolution at the AGM
for the cancellation of the Company's shares from trading on
AIM.
Further details will be set out in due course
within the notice of AGM.
Group
liquidity
As at 30 September 2023, the Group had gross
cash resources of £0.4 million. Group gross cash resources on 31
December 2023 were £0.7 million.
The sale of IEL is expected to complete
imminently. The total cash consideration for IEL is approximately
US$4.4 million. IIP is also discussing preliminary terms for the
sale of DLI and further announcements with regard to this will be
made as and when appropriate.
Financing
IIP has three fully drawn facilities: a secured
term loan provided by IIP Bridge Facility LLC (the "Term Loan"), an
unsecured working capital loan provided by GGIC, Ltd (the "Working
Capital Loan") and an unsecured bridging loan provided by Cedar
Valley Financial (the "Bridging Loan").
The Term Loan was originally provided to IIP's
wholly owned Mauritian subsidiary, Infrastructure India Holdco, in
April 2019, in multiple tranches totalling US$105 million on a
four-year term with an interest rate of 15% per annum and maturing
on 1 April 2023. On 31 August 2022, the Term Loan was increased by
US$6 million, taking the principal to US$111 million, with all
other terms and conditions remaining the same. On 17 April 2023,
the Term Loan was increased by US$8 million, taking the principal
to US$119 million, with all other terms and conditions remaining
the same. The current amount of interest accrued is approximately
US$95 million.
In April 2019, the Group extended the maturity
of the Working Capital Loan and extended and enlarged the Bridging
Loan.
The Working Capital Loan was originally provided
to the Group in April 2013 by GGIC in an amount of US$17
million and increased to US$21.5 million in
September 2017. The Working Capital Loan carried an interest rate
of 7.5% per annum on its principal amount. The Group and GGIC
agreed to increase its interest rate to 15% per annum from 1 April
2019. The current amount of interest accrued is approximately
US$31 million.
The Bridging Loan was originally provided to the
Group in June 2017 by Cedar Valley Financial and was subsequently
increased in multiple tranches to US$64.1 million in
March 2019. The Bridging Loan carried an interest rate of 12.0% per
annum on its principal. The Group and Cedar Valley Financial agreed
increase its interest rate to 15% per annum from 1 April 2019. The
current amount of interest accrued is approximately US$71
million.
Post-period, the maturity for the three
facilities has been extended until 15 May 2024.
Tom Tribone
& Sonny Lulla
26 March
2024
REVIEW OF INVESTMENTS
Distribution Logistics Infrastructure Private Limited
("DLI")
Description
|
Supply chain transportation and container
infrastructure company with a large operational road and rail
fleet; developing four large container terminals across India.
|
Promoter
|
A subsidiary of IIP
|
|
|
|
|
Date of
investment
|
Mar 2011
|
Oct 2011
|
Jan 12- Sep
2021
|
|
Investment
amount
|
£34.8 million
|
£58.4 million
|
£181.1 million
|
|
Aggregate percentage
interest
|
37.4%
|
99.9%
|
99.9%
|
|
Investment during the
period
|
nil
|
|
|
|
Valuation as at 30 September 2023
|
£ 78.9
million
|
|
|
|
Project debt
outstanding
|
£ 66.8 million
|
|
|
|
as at 30 September
2023
|
|
|
|
|
Key
developments
|
· The reporting period
was dominated by due diligence.
· The Group has received
preliminary terms for the sale of DLI from a third party.
|
|
Investment details
DLI is a supply chain transportation and
container infrastructure company headquartered in Bangalore and
Gurgaon with a material presence in central, northern and southern
India. DLI provides a broad range of logistics services including
rail freight, trucking, handling, customs clearing and bonded
warehousing with terminals located in the strategic locations of
Nagpur, Bangalore, Palwal (in the National Capital Region) and
Chennai.
Developments
Operations were muted due to liquidity
constraints and the focus on due diligence. Operations at Nagpur
remained steady although domestic volumes were impacted by the
limited working capital funding.
In southern India, additional construction
required by Customs has been completed and DLI has received a final
approval. DLI expects to commence operations from Bangalore during
the first half of 2024. DLI continues to handle the steel business
of JSW, an important customer.
DLI was granted a period of grace for debt
servicing by its Indian lenders until February 2024. DLI management
is currently in discussion with its lenders regarding settlement of
its dues.
Valuation
The reported DLI valuation of £78.9 million as
at 30 September 2023 is based on preliminary terms received from a
third party for the disposal of DLI, and the ascribed consideration
for DLI.
India
Hydropower Development Company LLC ("IHDC")
Description
|
IHDC develops, owns and operates small
hydropower projects with seven fully operational plants (74 MW of
installed capacity), and a further 13 MW of capacity under
development or construction.
|
Promoter
|
Dodson-Lindblom International Inc.
("DLZ")
|
|
|
Date of
investment
|
Mar
2011
|
Jan
2012
|
May
2012
|
Investment
amount
|
£25.7 million
|
£0.3 million
|
£1.1 million
|
Aggregate %
interest
|
50%
|
50%
|
50%
|
Investment
during the period
|
Nil
|
|
|
Valuation as at
30 September 2023
|
£17.4
million
|
|
|
Project debt
outstanding
as at 30
September 2023
|
£5.3
million
|
|
|
Key
developments
|
Overall generation from IHDC's projects was
higher than the corresponding period last year, largely as a result
of higher generation at Raura and Sechi in Himachal
Pradesh, Bhandardara II project in Maharashtra and Birsinghpur in
Madhya Pradesh.
|
Investment details
The IHDC portfolio has installed capacity of
approximately 74 MW across seven projects - Bhandardara Power House
I ("BH-I"), Bhandardara Power House II ("BH-II"), Darna in
Maharashtra; Birsinghpur in Madhya Pradesh; and Sechi, Panwi and
Raura in Himachal Pradesh. IHDC has an additional 13 MW of capacity
under development and construction.
Project update
Overall generation from IHDC's projects was
135.4 GWh in the first half of the fiscal year, against 128.7 GWh
during the same period last year. The increase in production was a
result of higher generation at Raura and Sechi in Himachal Pradesh,
Bhandardara 2 project in Maharashtra and Birsinghpur in Madhya
Pradesh.
IHDC received a 10-year extension for the Bhandardara 2 PPA from
2026 to 2036 consistent with the order from the Maharashtra
Electricity Regulatory Authority. In December 2023, Maharashtra
State Electricity Distribution Company Limited signed an amendment
agreement aligning the Bhandardara 2 PPA with the lease agreement
for a 30-year term.
Trading of Renewable Energy Certificates ("REC")
continued. The price of REC's as at 31 March 2023 was INR 1,000 per
REC. The price of REC's as at 30 September 2023 was INR 500 per
REC.
Valuation
The IHDC portfolio was valued in accordance with
the Group's stated valuation methodology by using a composite risk
premium of 2.67% over the risk free rate of 7.29%. The composite
risk premium is computed using a MW-based weighted average of risk
premia of individual assets related to their stage of
operations.
The value for IHDC investments as at 30
September 2023 is £17.4 million (31 March 2023 £17.3 million; 30
September 2022 £18.5 million). The factors driving the valuation
are movement in the risk-free rate, changes in currency and
business updates. Business updates include changes in management
assumptions and delays in projected completion for the Melan
project.
Consolidated Statement of Comprehensive
Income
for the period ended 30
September 2023
|
|
(Unaudited)
6 months
ended
30 September
2023
|
(Unaudited)
6 months
ended
30 September
2022
|
(Audited)
Year
ended
31 March
2023
|
Continuing
operations
|
Note
|
£'000
|
£'000
|
£'000
|
Movement in
fair value on investments at fair value through profit or
loss
|
11
|
72
|
-
|
(1,203)
|
Commitment
fee income
|
|
-
|
-
|
210
|
Foreign
exchange (loss)/ gain
|
|
(3,701)
|
(40,832)
|
(13,252)
|
Asset
management and valuation services
|
9
|
(2,760)
|
(2,760)
|
(5,520)
|
Other
administration fees and expenses
|
8
|
(4,367)
|
(1,006)
|
(2,202)
|
Operating
loss
|
|
(10,756)
|
(44,598)
|
(21,967)
|
|
|
|
|
|
Finance
costs
|
16
|
(20,811)
|
(17,612)
|
(37,277)
|
Loss before
taxation
|
|
(31,567)
|
(62,210)
|
(59,244)
|
|
|
|
|
|
Taxation
|
|
-
|
-
|
-
|
Loss for the
period
|
|
(31,567)
|
(62,210)
|
(59,244)
|
|
|
|
|
|
Other
comprehensive income
|
|
-
|
-
|
-
|
Total comprehensive loss -
continuing operations
|
|
(31,567)
|
(62,210)
|
(59,244)
|
Total
comprehensive income/(loss) - discontinued operations
|
|
(949)
|
23,234
|
(78,909)
|
Total comprehensive
loss
|
|
(32,516)
|
(38,976)
|
(138,153)
|
|
|
|
|
|
Basic and diluted loss per
share (pence)
|
10
|
(4.77)p
|
(5.72)p
|
(20.26)p
|
The accompanying notes form an integral part of
the financial statements.
Consolidated Statement of Financial
Position
as at 30 September
2023
|
|
(Unaudited)
6 months
ended
30 September
2023
|
(Unaudited)
6 months
ended
30 September
2022
|
(Audited)
Year
ended
31 March
2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
Non-current
assets
|
|
|
|
|
Investments
at fair value through profit or loss
|
11
|
17,406
|
18,537
|
17,334
|
Total non-current
assets
|
|
17,406
|
18,537
|
17,334
|
|
|
|
|
|
Current
assets
|
|
|
|
|
Debtors and
prepayments
|
|
36
|
55
|
40
|
Cash and
cash equivalents
|
|
409
|
3,032
|
322
|
Assets held
for sale
|
12
|
82,183
|
181,747
|
81,779
|
Total current
assets
|
|
82,628
|
184,834
|
82,141
|
|
|
|
|
|
Total
assets
|
|
100,034
|
203,371
|
99,475
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
Trade and
other payables
|
|
(11,555)
|
(6,291)
|
(9,474)
|
Loans and
borrowings
|
16
|
(305,920)
|
-
|
(274,926)
|
Total current
liabilities
|
|
(317,475)
|
(6,291)
|
(284,400)
|
Long term
liabilities
|
|
|
|
|
Loans and
borrowings
|
16
|
-
|
(282,828)
|
-
|
Total long-term
liabilities
|
|
-
|
(282,828)
|
-
|
|
|
|
|
|
Total
liabilities
|
|
(317,475)
|
(289,119)
|
(284,400)
|
|
|
|
|
|
Net
liabilities
|
|
(217,441)
|
(85,748)
|
(184,925)
|
|
|
|
|
|
Equity
|
|
|
|
|
Ordinary
shares
|
13
|
6,821
|
6,821
|
6,821
|
Share
premium
|
13
|
282,808
|
282,808
|
282,808
|
Retained
earnings
|
|
(507,070)
|
(375,377)
|
(474,554)
|
Total
equity
|
|
(217,441)
|
(85,748)
|
(184,925)
|
These financial statements were approved by the
Board on 26 March 2024 and signed on their behalf by
Sonny
Lulla
Graham Smith
Chief
Executive
Director
The accompanying notes form an integral part of
the financial statements.
Consolidated Statement of Cash Flows
for the period ended 30 September
2023
|
|
(Unaudited)
6 months
ended
30 September
2023
|
(Unaudited)
6 months
ended
30 September
2022
|
(Audited)
Year
ended
31 March
2023
|
|
Note
|
£'000
|
£'000
|
£'000
|
Cash flows from operating
activities
|
|
|
|
|
(Loss)/profit for the period
|
|
(32,516)
|
(38,976)
|
(138,153)
|
Adjustments:
|
|
|
|
|
Movement in
fair value on investments at FV through profit or loss
|
11
|
(72)
|
-
|
1,203
|
Finance
costs
|
16
|
20,811
|
17,612
|
37,277
|
Foreign
exchange loss
|
|
3,801
|
40,832
|
13,252
|
|
|
(7,976)
|
19,468
|
(86,421)
|
Increase/(decrease) in creditors and accruals
|
|
2,081
|
3,162
|
189
|
Decrease/(increase) in debtors and prepayments
|
|
4
|
174
|
6,345
|
Net cash generated from/
(utilised by) operating activities - continuing
operations
|
|
(5,891)
|
22,804
|
(79,887)
|
Net cash
(utilised by)/generated from operating activities
- discontinued operations
|
12
|
949
|
(23,234)
|
78,911
|
Net cash utilised by
operating activities
|
|
(4,942)
|
(430)
|
(975)
|
|
|
|
|
|
Cash flows from investing
activities
|
|
|
|
|
Purchase of
investments
|
|
-
|
-
|
-
|
Cash utilised by investing
activities - continuing operations
|
|
-
|
-
|
-
|
Cash
utilised by investing activities - discontinued
operations
|
12
|
(1,353)
|
(2,039)
|
(4,216)
|
Cash utilised by investing
activities
|
|
(1,353)
|
(2,039)
|
(4,216)
|
|
|
|
|
|
Cash flows from financing
activities
|
|
|
|
|
Loans
advanced
|
|
6,366
|
5,162
|
5,163
|
Net cash generated from
financing activities
|
|
6,366
|
5,162
|
5,163
|
|
|
|
|
|
Increase/(decrease) in cash
and cash equivalents
|
|
71
|
2,693
|
(29)
|
Cash and
cash equivalents at the beginning of the period
|
322
|
347
|
347
|
Effect of
exchange rate fluctuations on cash held
|
|
16
|
(8)
|
4
|
Cash and cash equivalents at
the end of the period
|
409
|
3,032
|
322
|
The accompanying notes form an integral part of
the financial statements.
Notes to
the interim consolidated financial statements
for the six months ended 30 September 2023
1. General
information
The Company is a closed-end investment company
incorporated on 18 March 2008 in the Isle of Man as a public
limited company. The address of its registered office is 55 Athol
Street, Douglas, Isle of Man.
The Company is listed on the AIM market of the
London Stock Exchange.
The Company and its subsidiaries (together the
Group) invest in assets in the Indian infrastructure sector, with
particular focus on assets and projects related to energy and
transport.
The Company has no employees.
2. Basis of
Preparation
These condensed consolidated interim financial
statements for the six-month period ended 30 September 2023 have
been prepared in a form consistent with that which will be adopted
in the Group's annual accounts having regard to the accounting
standards applicable to such annual accounts namely International
Financial Reporting Standards ('IFRS') and should be read in
conjunction with the Group's last annual consolidated financial
statements as at and for the year ended 31 March 2023 ('last annual
financial statements'). They do not include all of the information
required for a complete set of financial statements prepared in
accordance with IFRS Standards. However, selected explanatory notes
are included to explain events and transactions that are
significant to an understanding of the changes in the Group's
financial position and performance since the last annual financial
statement.
These interim consolidated financial statements
were approved by the Board of Directors on 26` March
2024.
3. Going
Concern
As disclosed within the
31 March 2023 consolidated financial statements, the Board has concluded that the Group cannot be considered a
going concern and as a result a basis other than that of going
concern has been adopted. The investments holdings in DLI and IEL
have been moved to available for sale and carried at the expected
realisable amounts as per IFRS 5. Other than this, there is no
impact to the financial information as result of changing to this
basis as investments were already being carried at realisable
amounts.
The financial statements do not
include any provision for the future costs of except to the extent
that such costs were committed at the end of the reporting
period.
4. Basis of
consolidation
The consolidated financial statements
incorporate the financial statements of the Company and entities
controlled by the Company (its subsidiaries and subsidiary
undertakings). Control is achieved where the Company has power over
an investee, exposure or rights to variable returns and the ability
to exert power to affect those returns.
The results of subsidiaries acquired or disposed
of during the year are included in the consolidated Statement of
Comprehensive Income from the effective date of acquisition or up
to the effective date of disposal, as appropriate.
Where necessary, adjustments are made to the
financial statements of subsidiaries to bring the accounting
policies used into line with those used by the Group. All
intra-group transactions, balances, income and expenses are
eliminated on consolidation.
The Directors consider the Company to be an
investment entity as defined by IFRS 10 Consolidated Financial
Statements as it meets the following criteria as determined by the
accounting standard;
· Obtains funds
from one or more investors for the purpose of providing those
investors with investment management services;
· Commits to its
investors that its business purpose is to invest funds solely for
returns from capital appreciation, investment income or both;
and
· Measures and
evaluates the performance of substantially all of its investments
on a fair value basis.
As an investment entity under the terms of the
amendments to IFRS 10 Consolidated Financial Statements, the
Company is not permitted to consolidate its controlled portfolio
entities.
5. Significant
accounting policies
The accounting policies applied by the Group in
these interim consolidated financial statements are the same as
those applied by the Group in its consolidated financial statements
as at and for the year ended 31 March 2023.
6. Critical
accounting estimates and assumptions
The preparation of interim
financial statements requires management to make judgements,
estimates and assumptions that affect the application of accounting
policies and the reported amounts of assets and liabilities, income
and expense.
Actual results may differ from these estimates.
In preparing these interim consolidated financial statements, the
significant judgements made by management in applying the Group's
accounting policies and the key sources of estimation uncertainty
were the same as those that applied to the consolidated financial
statements as at and for the year ended 31 March 2023.
During the six months ended 30 September 2023
management reassessed its estimates in respect of:
Valuation of
financial instruments
The Group holds investments in several unquoted
Indian infrastructure companies. The Directors' valuations of these
investments, as shown in note 11 and note 12, are based on a
discounted cash flow methodology or recent transaction prices,
prepared by the Company's Asset Manager (Franklin Park Management).
The valuations are inherently uncertain and realisable values may
be significantly different from the carrying values in the
financial statements.
The methodology is principally based on
company-generated cash flow forecasts and observable market data on
interest rates and equity returns. The discount rates are
determined by market observable risk free rates plus a risk premium
which is based on the phase of the project concerned.
7. Financial
risk management policies
The Group's financial risk management objectives
and policies are consistent with those disclosed in the
consolidated financial statements as at and for the year ended 31
March 2023.
8. Other
administration fees and expenses
|
6 months ended
30 September 2023
|
6 months ended
30 September 2022
|
Year ended
31 March
2023
|
|
£'000
|
£'000
|
£'000
|
|
|
|
|
Audit fees
|
19
|
51
|
29
|
Legal fees
|
3,447
|
534
|
955
|
Corporate advisory fees
|
72
|
75
|
152
|
Other professional costs
|
602
|
84
|
400
|
Administration fees
|
82
|
82
|
165
|
Directors' fees
|
83
|
88
|
168
|
Insurance costs
|
7
|
6
|
9
|
Share based payments
|
-
|
-
|
(9)
|
Other costs
|
55
|
86
|
333
|
|
4,367
|
1,006
|
2,202
|
9. Investment
management, advisory and valuation fees
On 14 September 2016, the Group entered into a
revised and restated management and valuation and portfolio
services agreement (the "New Management Agreement") with Franklin
Park Management, LLC ("Franklin Park" or the "Asset Manager"), the
Group's existing asset manager, to effect a reduction in annual
cash fees payable by IIP to the Asset Manager. The other terms of
the New Management Agreement were unchanged from those of the prior
agreement between the parties. A further revision was made in June
2019.
Under the New Management Agreement, the Asset
Manager is entitled to a fixed annual management fee of £5,520,000
per annum (the "Annual Management Fee"), payable quarterly in
arrears. The Fee Shares will be issued free of charge, on 1 July of
each calendar year for the duration of the New Management
Agreement.
Fees including the accrued Fee Shares and
consulting fees for the period ended 30 September 2023 were
£2,760,000 (30 September 2022: £2,760,000).
10. Basic and
diluted earnings per share
Basic earnings/(loss) per share are calculated
by dividing the loss attributable to shareholders by the weighted
average number of ordinary shares outstanding during the
year.
|
Group
|
Group
|
Group
|
|
30 September 2023
|
30 September 2022
|
31 March
2023
|
|
|
|
|
Loss for the period (£ thousands)
|
(32,516)
|
(38,976)
|
(138,153)
|
Weighted average number of shares
(thousands)
|
681,882
|
681,882
|
681,882
|
Basic and
diluted loss per share (pence)
|
(4.77)p
|
(5.72)p
|
(20.26)p
|
There is no difference between basic and diluted
earnings/(loss) per share.
11.
Investments - designated at fair value through profit or
loss
Investments, consisting of unlisted equity
securities, are recorded at fair value as follows:
|
SMH
|
IHDC
|
Total
|
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2023
|
-
|
17,334
|
17,334
|
Additions
|
-
|
-
|
-
|
Fair value adjustment
|
-
|
72
|
72
|
Balance as at
30 September 2023
|
-
|
17,406
|
17,406
|
(i) Shree Maheshwar Hydel Power Corporation Ltd
("SMH")
(ii) India Hydropower Development Company LLC
("IHDC")
As noted in the 31 March 2023 financial
statements, it is assumed that SMH has no contribution to IIP's
valuation.
The investments in IHDC has been fair valued by
the Directors as at 31 March 2023 using discounted cash flow
techniques, as described in note 6. The discount rate adopted for
the investments is the risk free rate (based on the Indian
government 10-year bond yields) plus a risk premium of 2.67% for
IHDC (2022: 2.67%)
All the investments valued using discounted cash
flow techniques are inherently difficult to value due to the
individual nature of each investment and as a result, valuations
may be subject to substantial uncertainty. There is no assurance
that the estimates resulting from the valuation process will
reflect the actual sales price even where such sales occur shortly
after the valuation date.
12. Assets
held for sale
|
DLI Disposal Group
|
IEL Disposal Group
|
Total
|
|
£'000
|
£'000
|
£'000
|
Balance at 1 April 2023
|
78,579
|
3,200
|
81,779
|
Additions
|
1,353
|
-
|
1,353
|
Fair value adjustment
|
(1,028)
|
79
|
(949)
|
Balance as at
30 September 2023
|
78,904
|
3,279
|
82,183
|
13. Share capital and share
premium
|
No. of shares
|
Share capital
|
Share premium
|
Ordinary shares
|
|
of £0.01 each
|
£'000
|
£'000
|
Balance at 30 September 2023
|
682,084,189
|
6,821
|
282,808
|
14. Net asset
value per share
The NAV per share is calculated by dividing the
net assets attributable to the equity holders at the end of the
period by the number of shares in issue.
|
Group
|
Group
|
Group
|
|
30 September 2023
|
30 September 2022
|
31 March
2023
|
Net assets (£'000)
|
(217,441)
|
(85,748)
|
(184,925)
|
Number of shares in issue
|
682,084,189
|
682,084,189
|
682,084,189
|
NAV per share (pence)
|
0.0p
|
0.0p
|
0.0p
|
15. Group
entities
Since incorporation, for efficient
portfolio management purposes, the Company has established or
acquired the following subsidiary companies, with certain companies
being consolidated and others held at fair value through profit or
loss in line with the Amendments to IFRS 10
Consolidated Financial Statements:
Consolidated
subsidiaries
|
Country of
incorporation
|
Ownership
interest
|
Infrastructure India
HoldCo
|
Mauritius
|
100%
|
Power Infrastructure India
|
Mauritius
|
100%
|
Power
Infrastructure India (Two)
|
Mauritius
|
100%
|
Distribution and Logistics
Infrastructure India
|
Mauritius
|
100%
|
Hydropower Holdings India
|
Mauritius
|
100%
|
India Hydro Investments
|
Mauritius
|
100%
|
Indian Energy Mauritius
|
Mauritius
|
100%
|
|
|
|
Non-consolidated subsidiaries
held at fair value through profit or loss
|
|
|
|
|
Distribution & Logistics Infrastructure sub
group:
|
|
|
Distribution and Logistics
Infrastructure Private Limited
|
India
|
100.00%
|
Freightstar India Private
Limited
|
India
|
100.00%
|
Freightstar Private
Limited
|
India
|
99.79%
|
Deshpal Realtors Private
Limited
|
India
|
99.76%
|
Bhim Singh Yadav Property
Private
|
India
|
99.86%
|
Indian Energy Limited sub group (IEL):
|
|
|
Belgaum Wind Farms Private
Limited
|
India
|
99.99%
|
iEnergy Wind Farms (Theni) Private
Limited
|
India
|
73.99%
|
iEnergy Renewables Private
Limited
|
India
|
99.99%
|
India Hydropower Development Company sub group
(IHDC):
|
|
|
Franklin Park India LLC
|
Delaware
|
100.00%
|
India Hydropower Development Company
LLC
|
Delaware
|
50.00%
|
16. Loans and
borrowings
|
Capital
|
Interest
|
Total
|
|
£'000
|
£'000
|
£'000
|
Balance as at 1 April 2023
|
209,208
|
65,718
|
274,926
|
Interest charge for
the period
|
-
|
20,811
|
20,811
|
Capitalised loan
interest
|
9,166
|
(9,166)
|
-
|
Additional
Capital
|
6,366
|
-
|
6,366
|
Foreign currency
(gain)/loss
|
2,721
|
1,096
|
3,817
|
Balance as at
30 September 2023
|
227,461
|
78,459
|
305,920
|
On 8 April 2013, the Group entered into a
working capital loan facility agreement with GGIC Ltd ("GGIC") for
up to US$17.0 million. The loans increased to US$21.5 million in
September 2017. The working capital loan has an interest rate of
7.5% per annum, payable semi-annually during the facility period.
The Group's ultimate controlling party during the year was GGIC and
affiliated parties.
In addition, and on 30 June 2017, the Group
entered into an US$8.0 million unsecured bridging loan facility
with Cedar Valley Financial ("Cedar Valley"), an affiliate of GGIC
and the loan was subsequently increased in multiple tranches to
US$64.1 million. The bridging loan has an interest rate of 12% per
annum, payable semi-annually during the facility period. Cedar
Valley's ultimate controlling party during the year was GGIC and
affiliated parties.
From 2 April 2019 both the GGIC and the Cedar
Valley loans carried an interest rate of 15% per annum
The Group arranged further debt facility of up
to US$105 million (approximately £87.5 million) with IIP Bridge
Facility LLC (the "Lender"), an affiliate of GGIC originally on 2
April 2019. A further £6 million was drawn down in August 2022. At
31 March 2023, the US$111 million loan facility had been fully
drawn down. The Loan is a secured term loan provided to the Group's
wholly owned Mauritian subsidiary, Infrastructure India Holdco. The
loan accrues interest daily in a manner that yields a 15% IRR to
the Lender (increasing to 18% IRR in the event of default) and
payable at maturity, and is secured on all assets of Infrastructure
India Holdco, including 100% of the issued share capital of
Distribution Logistics Infrastructure India ("DLII"), DLI's
Mauritian parent company.
As at 30 September 2023 the Bridge Facility LLC,
GGIC and Cedar Valley loans had a maturity date of 31 October 2023.
Subsequently, the loan maturity has been extended until 15 May
2024.
17. Related
party transactions
Management
services and Directors' fees
Franklin Park Management LLC ("FPM") is
beneficially owned by certain Directors of the Company, namely
Messrs Tribone, Lulla and Venerus, and receives fees in its
capacity as Asset Manager as described in note 9.
Loans and
borrowings
See note 16 regarding loans from GGIC and Cedar
Valley Financial, including interest charged in the year and
accrued at the year-end.
18. Subsequent
events
On 29 February 2024, the company announced that
it was in early discussions with a third party with regard to the
proposed sale of DLI following the termination of the conditional
share purchase and shareholders' agreement with the Pristine Malwa
Logistics Private Limited. The company is evaluating potential
transaction and related timeliness, although there can be no
guarantee that discussions will lead to definitive agreements for
the sale of DLI.
IIP is in discussions with the Lenders with
regard to a further extension to the maturity date of the Debt
Facilities and the principal lender has agreed to an extension
until 15 May 2024. The Company's expectation of timelines in
respect of the potential DLI transaction is relevant to these
discussions.
19. Market
Abuse Regulation (MAR) Disclosure
Certain information contained in this
announcement would have been deemed inside information for the
purposes of Article 7 of Regulation (EU) No 596/2014 until the
release of this announcement.