TIDMIIP TIDMTTM
RNS Number : 3866K
Infrastructure India plc
21 December 2022
21 December 2022
Infrastructure India plc
("IIP" or the "Company" and together with its subsidiaries, the
"Group")
Annual results for the twelve months ended 31 March 2022
And notice of Annual General Meeting
Infrastructure India plc, an AIM quoted infrastructure fund
investing directly into assets in India, announces its audited
annual results for the twelve months ended 31 March 2022 (the
"Accounts") and notice of its Annual General Meeting ("AGM").
The AGM will be held at 10:00 a.m. (GMT) on 25 January 2023 at
the offices of FIM Capital Limited, 55 Athol Street, Douglas, Isle
of Man IM1 1LA. The Accounts, Notice and the associated Form of
Proxy will be sent to shareholders and copies will also be
available on the Company's website www.iiplc.com shortly.
Financial performance
-- Value of the Group's investments was GBP168.7 million as at
31 March 2022 (GBP263.1 million as at 30 September 2021; GBP259.2
million as at 31 March 2021).
-- Net liabilities were GBP46.8 million as at 31 March 2022
(against net assets of GBP72.1 million as at 30 September 2021;
GBP93.3 million as at 31 March 2021).
-- Net liabilities indicate a value per share of 0p as at 31
March 2022 (net asset value per share of 10p as at September 2021;
13.7p as at March 2021).
-- The net liability position is based on agreed preliminary
terms with a third party and the ascribed net minimum consideration
for IIP's largest holding, Distribution Logistics Infrastructure
Limited ("DLI"). The proposed transaction is structured in two
parts, with a deferred consideration, which the Directors expect to
have a positive impact on net assets in due course. The Board will
be making further announcements 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 transaction timing, ultimate receipt of sale
proceeds and the specifics of any deferred consideration. This
basis was considered the most appropriate method for the reporting
period and this was agreed with its auditors.
Enquiries:
Infrastructure India plc www.iiplc.com
Sonny Lulla Via Novella
Strand Hanson Limited
Nominated Adviser
James Spinney / James Dance +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") audited
annual results for the year ended 31 March 2022.
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.
Net liabilities were GBP46.8 million as at 31 March 2022 (net
assets of GBP72.1 million as at 30 September 2021; net assets of
GBP93.3 million as at 31 March 2021). The net liability position
was based on agreed preliminary terms with a third party and the
ascribed net minimum consideration for IIP's largest holding,
Distribution Logistics Infrastructure Limited ("DLI"). The proposed
transaction is structured in two parts, with a deferred,
performance-based, and contingent consideration, which does not
contribute to the assigned DLI asset value and which the Directors
expect to have a positive impact on net assets in due course. The
increase in Group net debt was also a contributor to the net
liability position. The use of capital funds for the operational
and financial support of DLI during the reporting period resulted
in significant liquidity constraints. The tail end of the pandemic
and extremely tight liquidity had an impact on both construction at
DLI resulting in revisions to business assumptions and completion
schedules.
The fiscal year has been again dominated by global events, the
first half blighted by the tail-end of the pandemic and Omicron
wave of Covid-19 and the second half by escalating tension between
Russia and Ukraine and the subsequent outbreak of war, resulting in
sharp increases in energy and commodity prices. During the
reporting period, overall economic growth in India has fluctuated
on a quarterly basis - particularly when measured against
pandemic-depressed levels the previous year - but forecast growth
is expected to slacken with higher interest rates and the impact of
a global slowdown affecting domestic activity. The consensus
outlook for India is, however, generally positive so long as the
global uncertainties and inflation don't weigh too heavily on
domestic demand.
For DLI, the impact of these global events, coupled with limited
working capital, was acute during the period. The business was
significantly hit by the pandemic and the aftermath of labour
shortages as well as shortages of containers and equipment. This
was compounded by liquidity constraints imposed by DLI lenders
sweeping operational income to meet debt service obligations ahead
of operational needs. DLI has focused on its cost base, core
business and strategic partnerships.
IIP's hydro assets performed as expected with increased
production during the period when compared to the previous year.
IIP has entered into an agreement for the sale of Indian Energy
Limited ("IEL"), to AVSR Constructions, as announced on 28 February
2022. AVSR has requested some additional time to complete the
transaction and IIP has meanwhile opened dialogue with certain
other interested parties.
Financial performance
The gross value of the Group's investments was GBP168.7 million
as at 31 March 2022 (GBP263.1 million as at 30 September 2021;
GBP259.0 million as at 31 March 2021). Currency exchange rates were
GBP:INR 99.42 as at 31 March 2022, against 99.88 as at 30 September
2021 and 100.68 as at 31 March 2021. The risk-free rate of return,
based on the benchmark Indian government 10-year bonds, increased
slightly to 6.84% as at 31 March 2022 from 6.22% as at 30 September
2021 and 6.17% as at 31 March 2021.
Total investment during the year ended 31 March 2022 was GBP3.2
million, all of which was advanced by the Group to DLI to fund
construction work, working capital and debt servicing obligations
during the period.
Transport
DLI is a supply chain transportation and container
infrastructure company and one of the largest private operators in
its sector in India with a nationwide network of terminals and a
quality road and rail transportation fleet. The business challenges
resulting from the pandemic were primarily the availability of
labour, equipment and government bottlenecks and backlogs leading
to delays in completion schedules and regulatory approvals. Despite
the challenges, DLI did retain a dominant position in the central
Indian region and throughout the reporting period, DLI focused on
servicing its existing customers and managing tight working
capital.
As the fiscal year began in Q2 of 2021, a resurgence of Covid-19
foiled the recovery seen in the first calendar quarter of 2021, and
although the disruption to economic activity was less severe than
2020 due to localised and less stringent restrictions, the impact
on demand and disrupted industrial activity - particularly due to a
shortage of labour - was marked.
Work at the terminal in Bangalore was completed during the
fiscal year, but customs approval was slow due to Government
backlogs. Nagpur Phase II work received final regulatory clearance
from Indian Railways prior to the reporting period, but market
share has fluctuated due to aggressive discounting amongst
operators. To counter this, DLI entered into strategic agreements
with third party terminals. Work in the National Capital Region and
at Chennai have largely been on hold due initially to local
pandemic restrictions and then financial constraints.
Throughout the period, DLI prioritised its cost base and
restructured its loans with improved borrowing terms, including a
moratorium on interest for 13 months from March 2021 and a
moratorium on principal for 24 months from December 2020, as well
as reductions in interest rate from 12% to 10%. One of the major
difficulties faced by DLI has been the sweeping of income by
lenders to service interest, regardless of the moratorium in
place.
Despite cost controls and debt restructuring, the extended
impact of Covid-19 on DLI's business necessitated IIP providing
unforeseen financial support and funds designated for capital
expenditure had to be diverted to working capital and debt
servicing needs.
Energy
India Hydropower Development Company's ("IHDC") overall
production was higher than the previous period largely due to an
increase in generation at both Bhandardara plants in Maharashtra as
well as Sechi in Himachal Pradesh. IHDC expects future generation
at Panwi to increase following certain repairs and interconnection
with an upstream project. The management team is pursuing a higher
tariff at Raura as well as exploring private offtake
arrangements.
IIP entered into an agreement for the sale of IEL) to AVSR
Constructions, as announced during the period on 28 February 2022,
for a total consideration of INR 550 million (approximately GBP5.8
million). However, the transaction has been exceedingly slow to
complete and, while allowing AVSR some additional time, the Board
decided it was in the best interests of IIP stakeholders to
commence discussions with other interested parties.
As announced on 10 October 2022, IIP received notice from the
National Company Law Tribunal that a representative had been
appointed to oversee a Corporate Insolvency Resolution Process for
Shree Maheshwar Hydel Power Corporation Limited ("SMH"). The
representative has been granted control of SMH and custody of its
assets. The process aims to develop a long-term plan for the
business, or, if this is not achievable, to undertake an orderly
dissolution. For the past two years, IIP has assumed a zero
contribution from SMH to its portfolio value.
Group liquidity
As at 31 March 2022, the Group had gross cash resources of
GBP0.3 million. The use of capital funds for the operational and
financial support of DLI during the reporting period has resulted
in liquidity constraints for the Group. As at 30 November 2022, the
Group had unaudited cash and cash equivalents available of
GBP768,514.
On 31 August, IIP announced that the term loan provided by IIP
Bridge Facility was being increased by US$6 million to meet urgent
operational overheads at DLI as well as Group working capital
needs.
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. The sale of IEL is expected to
complete, and although AVSR has requested some additional time,
there are other potential buyers for IEL undertaking due diligence.
IIP has also agreed preliminary terms for the sale of DLI in a dual
component transaction and further announcements with regard to this
will be made as and when appropriate. IIP has also commenced
discussions with several other potential buyers of DLI and due
diligence in underway.
Financing
IIP has three fully drawn facilities: a term loan provided by
IIP Bridge Facility LLC (the "Term Loan"), a working capital loan
provided by GGIC, Ltd (the "Working Capital Loan") and a bridging
loan provided by Cedar Valley Financial (the "Bridging Loan"). The
Term Loan was arranged to provide sufficient capital to enable DLI
to complete all of its facilities and provide additional working
capital to the Group, but the Covid-19 pandemic and other global
events, had a substantial impact on DLI's financing and completion
plans.
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, of which US$7.5
million was used to repay the Bridging Loan, in accordance with its
terms. The Term Loan is a secured four-year term loan. The loan
carries an interest rate of 15% per annum and matures 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.
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 extend the maturity of the Working Capital
Loan to 30 June 2023 and increase its interest rate to 15% per
annum from 1 April 2019.
The unsecured 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 to
extend the maturity of the Bridging Loan which will now mature on
30 June 2023 and increase its interest rate to 15% per annum from 1
April 2019.
Annual General Meeting
Further to the Company's announcement on 12 September 2022, with
regard to AIM's temporary measures for publication of annual
audited accounts, IIP applied for and was granted a three month
extension to the deadline for publishing its audited annual
accounts for the year ended 31 March 2022. As a consequence of this
delay, IIP is unable to hold an annual general meeting ("AGM") in
2022. 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
be convening an AGM on 25 January 2023.
The Board will continue to update shareholders on discussions
around the sale of DLI and IEL as well as other developments across
IIP's portfolio of assets.
Tom Tribone & Sonny Lulla
20 December 2022
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.
A subsidiary of IIP
Promoter
Date of investment Mar 2011 Oct 2011 Jan 12- Sep
2021
Investment amount GBP34.8 million GBP58.4 million GBP181.1 million
Aggregate percentage
interest 37.4% 99.9% 99.9%
Investment during the GBP3.2 million
period
Valuation as at 31 March GBP144.6 million*
2022
Project debt outstanding GBP75.5 million
as at 31 March 2022
Key developments * Liquidity constraints at DLI throughout the period
necessitated a strong focus on cost control along
with maintaining efficiencies of existing operations,
with the scheduled completion of work at
under-construction terminals on hold.
* The Group has agreed preliminary terms for the sale
of DLI in a dual component transaction with advanced
discussions underway. Detailed negotiations with
other potential buyers are also underway.
* This number is based on the minimum consideration receivable
for the sale of DLI per agreed preliminary terms
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
India's GDP growth slowed down to 5.4% in Q3 2022 and 4.1% in Q4
2022, initially due to the outbreak of Covid-19 Omicron and then
the escalation of geopolitical tension between Russia and Ukraine.
These events have not only impacted the global and domestic
economic recovery but also led to sharp increases in crude oil and
commodity prices. However, the IMF is currently forecasting India's
GDP to increase to 6.8% in fiscal year 2023 and 6.1% in fiscal year
2024.
Freight rates, which had sharply increased in the first half of
the fiscal year, began to decline in the second half and are
expected to settle at a new-normal level. Liquidity constraints -
resulting from DLI's lenders restricting working capital
disbursements and sweeping operational cash flows to meet debt
service obligations - have impacted DLI's ability to maintain and
grow its business during the period.
In the central Indian region, DLI lost some market share to
Concor, largely on the export segment, as DLI reduced services due
to liquidity constraints. DLI entered a strategic agreement with a
steel supplier for its PFT in southern India, which offset some of
the domestic business reductions in the central region.
Valuation
The reported valuation of GBP144.6 million is based on the
ascribed net minimum consideration for DLI. The proposed
transaction is structured in two parts, with a deferred,
performance-based and contingent consideration which the Directors
expect to have a positive impact in due course.
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 GBP25.7 million GBP0.3 million GBP1.1 million
Aggregate % interest 50% 50% 50%
Investment during the Nil
period
Valuation as at 31 March GBP18.5 million
2022
Project debt outstanding GBP5.1 million
as at 31 March 2022
Key developments
* Overall generation from IHDC's projects was higher
than the corresponding period last year, largely as a
result of higher generation at both Bhandardara
projects in Maharashtra and projects in Himachal
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 55.4 GWh in the
second half of the fiscal year ending 31 March 2022 against 49.2
GWh during the same period last year. The increase in production
was a result of higher generation at both Bhandardara projects in
Maharashtra and Sechi in Himachal Pradesh.
Repairs to a leaking fore-bay flushing pipe at Panwi was
completed in December 2021. The interconnection scheme with an
upstream project is also complete, and it is expected to reduce
silt accumulation during the monsoon season. This will reduce
downtime while increasing output.
IHDC is pursuing its case with the Himachal Pradesh authorities
for a higher tariff at Raura. In addition, IHDC is looking into
alternative third-party sale arrangements for the Raura production.
IHDC intends to implement similar power sale agreements for the
sale of Melan production in due course.
Trading of Renewable Energy Certificates ("REC") which were on
hold during the reporting period due to litigation, resumed in
November 2021, after an interval of 16 months. The price of REC's
as at 31 March 2022 was INR 1,000 per REC.
At Melan, the management team has maintained the necessary
permits with regulatory authorities to keep the project viable
while construction of the Melan project is expected to be further
delayed.
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 6.84%. 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 31 March 2022 is GBP18.5
million (30 September 2021, GBP20.2 million). The factors which
impacted the valuation are, movement in the risk-free rate, changes
in currency and business updates. Business updates include changes
in assumptions based on management inputs and delay in projected
completion for the Melan project.
Directors' Report
The Directors have pleasure in presenting their report and
financial statements of the Group for the year ended 31 March
2022.
Principal activity and incorporation
The Company is a closed-ended investment company, incorporated
on 18 March 2008 in the Isle of Man as a public limited company
under the 2006 Companies Act. It was admitted to the Official List
of the London Stock Exchange on 30 June 2008, and subsequently
moved to a listing on AIM, a market operated by the London Stock
Exchange on 16 November 2010.
The Group's investment objective is to provide shareholders with
both capital growth and income by investing in assets in the Indian
infrastructure sector, with particular focus on assets and projects
related to energy and transport.
Results and dividends
The Group's results for the year ended 31 March 2022 are set out
in the Consolidated Statement of Comprehensive Income.
A review of the Group's activities is set out in the Joint
Statement from the Chairman and the Chief Executive report.
The Directors do not recommend the payment of a dividend (2021:
nil).
Directors
The Directors of the Company during the year and up to the date
of this report were as follows:
Tom Tribone Chairman
Rahul Sonny Lulla Chief Executive
-----------------------
Robert Venerus Non-Executive Director
-----------------------
Madras Seshamani Ramachandran Non-Executive Director
-----------------------
Graham Smith Non-Executive Director
-----------------------
Directors' interests in the shares of the Company are detailed
in note 18.
Company Secretary
The secretary of the Company during the year and to the date of
this report was Grainne Devlin.
By Order of The Board
Sonny Lulla
Director
20 December 2022
Statement of Directors' Responsibilities
In Respect of the Annual Report and the Financial Statements
The Directors are responsible for preparing the Annual Report
and the financial statements in accordance with applicable law and
regulations and have elected to prepare the financial statements in
accordance with International Financial Reporting Standards
("IFRSs"), as adopted by the European Union ("EU").
The financial statements are required to give a true and fair
view of the state of affairs of the Group and of the profit or loss
of the Group for that year.
In preparing these financial statements, the Directors are
required to:
-- select suitable accounting policies and then apply them consistently;
-- make judgements and accounting estimates that are reasonable and prudent;
-- state whether applicable accounting standards have been
followed, subject to any material departures disclosed and
explained in the financial statements; and
-- prepare the financial statements on the going concern basis
unless it is inappropriate to presume that the Group will continue
in business.
The Directors are responsible for keeping adequate accounting records that are sufficient
to show and explain the Group's transactions and disclose with reasonable accuracy at any
time its financial position. They have general responsibility for taking such steps as are
reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud
and other irregularities.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website; the work carried out by the auditors does not
involve the consideration of these matters and, accordingly, the
auditors accept no responsibility for any changes that may have
occurred in the accounts since they were initially presented on the
website. Legislation governing the preparation and dissemination of
financial statements may differ from one jurisdiction to
another.
Each of the Directors confirm that, to the best of their knowledge:
* the financial statements, prepared in accordance with
International Financial Reporting Standards as
adopted by the EU, give a true and fair view of the
assets, liabilities, financial position and profit or
loss of the Group;
-- the director's report includes a fair review of the
development and performance of the business and the position of the
Group, together with a description of the principal risks and
uncertainties that they face.
By Order of the Board
Sonny Lulla
Director
20 December 2022
Corporate Governance Statement
CORPORATE GOVERNANCE STATEMENT
Introduction from the Chairman
The Board of Infrastructure India plc fully endorses the
importance of good corporate governance and applies the QCA
Corporate Governance Code, published in April 2018 by the Quoted
Companies Alliance (the "QCA Code"), which the Board believes to be
the most appropriate recognised governance code for a company of
the Company's size with shares admitted to trading on the AIM
market of the London Stock Exchange. This is a practical,
outcome-oriented approach to corporate governance that is tailored
for small and mid-size quoted companies in the UK and which
provides the Company with the framework to help ensure that a
strong level of governance is maintained.
As Chairman, I am responsible for leading an effective board,
fostering a good corporate governance culture, maintaining open
communications with the major shareholders and ensuring appropriate
strategic focus and direction for the Company.
Notwithstanding the Board's commitment to applying the QCA Code,
we will not seek to comply with the QCA Code where strict
compliance in the future would be contrary to the primary objective
of delivering long-term value for IIP's shareholders and
stakeholders. However, we do consider that following the QCA Code,
and a framework of sound corporate governance and an ethical
culture, is conducive to long-term value creation for IIP
shareholders.
All members of the Board believe strongly in the importance of
good corporate governance to assist in achieving objectives and in
accountability to IIP's stakeholders. In the statements that
follow, the Company explains its approach to governance in more
detail.
QCA Code - Governance Principles
The QCA code is constructed around 10 broad principles of
corporate governance. These principles are as follows:
Deliver Growth
1. Establish a strategy and business model which promote long
term value for shareholders.
2. Seek to understand and meet shareholder needs and expectations
3. Take into account wider stakeholder and social
responsibilities and their implications for long- term success
4. Embed effective risk management, considering both
opportunities and threats, throughout the organisation
Maintain a dynamic management framework
5. Maintain the board as a well-functioning, balanced team led by the chair
6. Ensure that between them the directors have the necessary
up-to-date experience, skills and capabilities
7. Evaluate board performance based on clear and relevant
objectives, seeking continuous improvement
8.
Promote a corporate culture that is based on ethical values and
behaviors
9. Maintain governance structures and processes that are fit for
purpose and support good decision-making by the board
Build Trust
10. Communicate how the Company is governed and is performing by
maintaining a dialogue with shareholders and other relevant
stakeholders
Principle 1 Establish a strategy and business model which
promote long-term value for shareholders
IIP is an AIM quoted closed end investment company investing in
core economic infrastructure.
The Company's Investment Strategy is as follows:
The Company will invest at the asset level or through specific
holding companies (not by investing in other funds or in the equity
of non-specific parent companies) in infrastructure projects in
India. Such investments are to be focused on the broader sectors
of:
-- Energy - including assets involved in electricity generation,
transmission and distribution; infrastructure assets related to oil
and gas, service provision and transmission; renewable fuel
production and renewable energy assets; and
-- Transport - including investment in roads, rail, ports and
airport assets, and associated transport interchanges and
distribution hubs.
Additionally, the Company may make investments in other economic
and social infrastructure sectors within India where opportunities
arise and which the Board considers offer similar risk and return
characteristics to those found within the energy and transport
sectors.
In common with other investing companies in the sector, access
to projects and valuable assets is competitive and challenging but
the Board is confident of its ability and that of its investment
manager, to continue to source attractive investment opportunities
given close relationships with a number of companies and their
management teams, and recognition of the Board's experience and
strong network.
Status of the Company's Portfolio
Details of the Company's portfolio are contained on the
Company's website at https://www.iiplc.com/portfolio/ a nd a full
update of the investments including investment details, a
description of investments, key developments and valuations are
available through the Company's announcements which are also
available on the Company's website.
Principle 2 Seek to understand and meet shareholder needs and
expectations
The Company is committed to engaging and communicating openly
with its shareholders to ensure that its strategy, business model
and performance are clearly understood. All Board members have
responsibility for shareholder liaison but queries are primarily
delegated to the Company's Advisors in the first instance or the
Company's CEO. Contact details for the Company's advisors are
contained on the Company's website https://
www.iiplc.com/contact/.
Copies of the annual and interim reports are available through
the Company's announcements which are also available on the
Company's website https: //ww w.iiplc.com/investor -
relations/financial - reports/ , and the annual reports are posted
to all shareholders. A lternatively, they are available on request
by writing to the Company Secretary at 55 Athol Street, Douglas,
Isle of Man IM 1 1LA. Other Company information for shareholders is
also available on the website.
The Company also engages with shareholders at its AGM in each
year, which gives investors the opportunity to enter into dialogue
with the Board and for the Board to receive feedback and take
action if and when necessary. The results of the AGM are
subsequently announced via RNS and published on the Company's
website. Feedback from, and engagement with, substantial
shareholders has historically been successful in ensuring, for
example, material transactions are suitably structured with
shareholder considerations in mind.
The current strategy of financing and the restructuring of
existing loans is communicated regularly to investors via RNS
announcements, and circulars where appropriate, including specific
announcements such as a Liquidity and Financing Update on 13
January 2022 and Extension of Term Loan on 31 August 2022. All
announcements are available on the Company's website
https://www.iiplc.com/news/regulatory - news/ .
The company secretary is also available for shareholders to
contact on matters of governance and investor relations.
Principle 3 Take into account wider stakeholder and social
responsibilities and their implications for long-term success.
The Board is aware that engaging with IIP's stakeholders
strengthens relationships, assists the Board in making better
business decisions and ultimately promotes the long-term success of
IIP. The group's stakeholders include shareholders, members of
staff of investee companies and of Advisors and other service
providers, suppliers, auditors, lenders, regulators, industry
Bodies and the surrounding communities of where its investments are
located.
The Board as a whole are responsible for reviewing and
monitoring the parties contracted to the Company, including their
service terms and conditions. In the absence of a formal audit
committee, the Board as a whole considers and monitors the risks to
the Company.
The Company's portfolio consists of Distribution Logistics
Infrastructure Private Limited (DLI), Shree Maheshwar Hydel Power
Corporation Limited, India Energy Limited and India Hydropower
Development Company LLC (together the Portfolio).
The Board is regularly updated on wider stakeholder views and
issues concerning the Portfolio both formally at Board meetings and
informally through ad hoc updates. Representatives involved with
the investment portfolio are invited to join Board meetings and
provide a report to the Board. Engagement in this manner enables
the Board to receive feedback and equips them to make decisions
affecting the business.
The Board recognises the importance of its social
responsibilities concerning its investment decisions. The Company
has made investments in infrastructure projects that seek to make a
contribution to the development of communities in which they are
located.
As detailed in the Company's Admission document, a full analysis
of the Company's social responsibility and ways to address issues
was undertaken. The Admission Document (dated 11 February 2011) is
available on the Company's website:
https://www.iiplc.com/investor-relations/downloads/
The Board adheres to the Company's Corporate Social
Responsibility policy, an extract of which is summarised as
follows:
The Enlarged Group will ordinarily make investments in
infrastructure projects that seek to make a contribution to the
development of communities in which they are located. In planning
its activities, the Board will give consideration to evaluating the
social impact of proposed developments with a view to promoting
where possible local employment and the delivery of other local
benefits and mitigating negative impacts to the extent possible.
The Group intends to support community-based education, training
and employment initiatives designed to foster social inclusion in
communities where the Group is active.
The Company is committed to continuing engagement with all
stakeholders.
Principle 4 Embed effective risk management, considering both
opportunities and threats, throughout the organisation.
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk and price risk), credit
risk, liquidity risk and interest rate risk.
Risk is monitored and assessed by the Board as a whole and are
responsible for ensuring that the financial performance of the
Company is properly monitored and reported. This process includes
reviews of annual and interim accounts, results announcements,
internal control systems, procedures and accounting policies.
Risk management is carried out by the Board of Directors. The
Board identifies and evaluates financial risks in close
co-operation with the Asset Manager and the key risk factors for
the Company are contained in note 4 to the Financial Statements for
the year ended 31 March 2022.
Principle 5 Maintain the board as a well-functioning, balanced
team led by the chair.
The Board has five members, three of which are
non-executive.
Tom Tribone is the Company's Chairman, Sonny Lulla is the
Company's Chief Executive and Rob Venerus, Graham Smith and M.S.
Ramachandran are the Company's three Non-Executive Directors. M.S.
Ramachandran is considered an independent director. Graham Smith is
also considered to be an independent director, notwithstanding the
fact that FIM Capital Limited, of which he is Chief Executive
Officer, provides administration and accounting services to the
Company.
There is no formal audit committee in place at this time, but
the function is supported and informally carried out by independent
director Graham Smith. Until suitable committee members are
identified, the Board as a whole will deal with matters normally
reserved for the Audit Committee.
The Board receives detailed reports from FIM Capital Limited,
the administrator and Company Secretary to the Company covering
updates to relevant legalisation and rules to ensure they remain
fully informed and able to make informed decisions.
All the Directors biographies are published on the Company's
website and outlined below: https://www.iiplc.com/team/board - of -
directors/
The Directors devote sufficient time to ensure the Company's
affairs are managed as efficiently as possible. The Board aims to
hold at least 4 meetings each year with further ad hoc meetings
held as required. The Audit Committee meets at least 2 times
annually.
The Directors devote sufficient time to ensure the Company's
affairs are managed as efficiently as possible.
Board Meetings Attendance
Board Date R Venerus T Tribone S Lulla MS Ramachandran G
Meetings Smith
1 01.06.21 x x x x x
-------------------- ---------- ---------- -------- ---------------- -------
2 28.06.21 x x x x x
-------------------- ---------- ---------- -------- ---------------- -------
3 24.11.21 x x x x x
-------------------- ---------- ---------- -------- ---------------- -------
4 23.12.21 x x x x x
-------------------- ---------- ---------- -------- ---------------- -------
5 February 2022 x x x x x
(Board Resolution)
-------------------- ---------- ---------- -------- ---------------- -------
6 30.08.22 x x
(telephone
call between
Independent
Directors)
-------------------- ---------- ---------- -------- ---------------- -------
Principle 6 Ensure that between them the directors have the
necessary up-to-date experience, skills and capabilities.
The Directors have extensive experience in infrastructure fund
management and a strong track record of value creation.
The Board believes it has the correct balance of skills,
reflecting a broad range of commercial and professional skills
across geographies and industries that is necessary to ensure the
Company is equipped to deliver its investment objective.
Additionally, each Director has experience in public markets.
The Directors and their roles and key personnel are displayed on
the Company's website https:// www.iiplc.com/team/board - of -
directors/ a nd a statement of the Directors responsibilities is
also included in the Statement of Directors' Responsibilities.
The Directors receive an ad hoc guidance on certain matters
concerning, for example, the AIM Rules for Companies from the
Company's Nominated Adviser and Broker as well as receiving updates
on the regulatory environment from FIM, who provide specialist fund
administration services to a variety of closed ended funds and
collective investment schemes.
The role and responsibilities of the Directors are set out in
the Statement of Directors' Responsibilities at the foot of this
document.
All Directors are able to take independent professional advice
in the furtherance of their duties, if necessary, at the Company's
expense.
Principle 7 Evaluate board performance based on clear and
relevant objectives, seeking continuous improvement.
Board evaluations will take place periodically, whereby Board
members will be asked to complete and return an effectiveness
questionnaire across a variety of criteria, then return these to
the Company Secretary, who, where necessary, would seek
clarification on any responses given. Responses will then be
recorded anonymously to enable the Board to have open follow-up
discussions on the aggregated evaluation data.
The criteria against which the Board complete periodic
self-evaluations of performance will be based on externally
determined guidelines appropriate to the composition of the Board
and the Company's operation, including Board sub-committees. The
scope of the self-evaluation exercise will be re-assessed in each
instance to ensure appropriate depth and coverage of the Board's
activities consistent with corporate best practice.
The Board effectiveness questionnaire underlying the board
evaluation process assesses the composition, processes, behaviours
and activities of the board through a range of criteria, including
board size and independence, mix of skills (for example corporate
governance, financial, industry and regulatory) and experience, and
general corporate governance considerations in line with the QCA
code.
All Board appointments have been made after consultation with
advisers and with major shareholders in some cases. Detailed due
diligence is carried out on all new potential board candidates. The
Board will consider using external advisers to review and evaluate
the effectiveness of the Board and Directors in future to
supplement internal evaluation processes. Additionally, the Board
will consider the need to undertake formal and periodic succession
planning.
The Independent Directors have remained independent throughout
their office, and due to the close- knit working environment and
size of the Board, performance evaluations will be on an ongoing
and ad-hoc basis to ensure that they are committed to the progress
and success of the Company and that their contribution is
effective.
When the Board wishes to complete a periodic evaluation process,
the relevant materials and guidance in respect of this process,
following current best practice at the time of the evaluation, is
available from and provided by FIM.
Given the stage of the Company's maturity and its contracted
external management, the responsibilities of a nomination committee
are delegated to the Board, and there are no formal succession
planning processes in place. The Board intends to keep this under
review in the future.
Principle 8 Promote a corporate culture that is based on ethical
values and behaviours.
The Corporate Governance Statement is detailed above. The Board
is mindful that the tone and culture set by the Board will impact
many aspects of the Company and the way that stakeholders behave
and form views.
The Board welcomes the views of all stakeholders who can contact
the Directors and / or the Company Secretary by email / telephone
and ensures that the Company has the means to determine that
ethical values and behaviours are met through the adoption of
appropriate company-wide policies.
As stated earlier the Company has extensively considered its
wider social responsibilities and the steps taken to actively
address these. Details are contained in the Company's Admission
Document, https://www.iiplc.com/investor-relations/downloads/ In
particular, the Company will ordinarily make investments in
infrastructure projects that seek to make a contribution to the
development of communities in which they are located. In planning
its activities the Board will give consideration to evaluating the
social impact of proposed developments with a view to promoting
where possible local employment and the delivery of other local
benefits, and mitigating negative impacts to the extent
possible.
The Company promotes and supports the rights and opportunities
of all people to seek, obtain and hold employment without
discrimination. It is our policy to make every effort to provide a
working environment free from bullying, harassment, intimidation
and discrimination on the basis of disability, nationality, race,
sex, sexual orientation, religion or belief.
The Company is also committed to being honest and fair in all
its dealings with partners, contractors and suppliers. Procedures
are in place to ensure that any form of bribery or improper
behaviour is prevented from being conducted on the Company's behalf
by investee companies, contractors and suppliers. The Company also
closely guards its information entrusted to it by investee
companies, contractors and suppliers, and seeks to ensure that it
is never used improperly.
In order to comply with legislation or regulations aimed at the
prevention of money laundering the Fund has adopted anti-money
laundering and anti-bribery procedures.
Principle 9 Maintain governance structures and processes that
are fit for purpose and support good decision-making by the
board.
A description of each board member and their experience, the
role of the Audit Committee functions, carried out by the Board as
a whole and that neither a Nomination or Remuneration Committee
exists are displayed on the website at https://
www.iiplc.com/team/board - of - directors/ .
Responsibilities of the Board
The Board of Directors is responsible for the determination of
the investment policy of the Company and for its overall
supervision via the investment policy and objectives that it has
set out. The Board is also responsible for the Company's day-to-day
operations. In order to fulfil these obligations, the Board has
delegated operations through arrangements with the Investment
Adviser and Administrator.
The Company has not established nomination and remuneration
committees as it is satisfied that any issues can be considered by
the Board.
The Board intends to meet formally at least four times each
year. At each Board meeting the financial performance of the
Company and all other significant matters are reviewed so as to
ensure the Directors maintain overall control and supervision of
the Company's affairs. The Board receives investment reports from
the Asset Manager and Valuation and Portfolio Services Adviser and
management accounts from the Administrator. The Board maintains
regular contact with all its service providers and are kept fully
informed of investment and financial controls and any other matters
that should be brought to the attention of the Directors. The
Directors also have access where necessary to independent
professional advice at the expense of the Company.
The Chairman, is responsible for leading an effective board,
fostering a good corporate governance culture, maintaining open
communications with the major shareholders and ensuring appropriate
strategic focus and direction.
The Chief Executive Officer has overall responsibility for
managing the day to day operations of the Company and the Board as
a whole is responsible for implementing the Company's strategy.
In addition to these, the Directors review and approve the
following matters:
-- Strategy and management
-- Policies and procedures
-- Financial reporting and controls
-- Capital structure
-- Contracts
-- Shareholder documents / Press announcements
-- Adherence to Corporate Governance and best practice procedures
Principle 10 Communicate how the Company is governed and is
performing by maintaining a dialogue with shareholders and other
relevant stakeholders.
The Company communicates with shareholders through the Annual
Report and Financial statements, full-year and half-year
announcements, the Annual General Meeting and investors can email
the Directors and Company Secretary with any queries they may
have.
The website includes information in relation to the outcome of
shareholder voting under the regulatory news section pursuant to
the AIM rules.
If a significant proportion of independent votes were to be cast
against a resolution at any general meeting, the Board's policy
would be to engage with the shareholders concerned in order to
understand the reasons behind the voting results. Following this
process, the Board would make an appropriate public statement via
this website regarding any different action it has taken, or will
take, as a result of the vote.
Historical information is available on the website:
The Company's financial reports for the last five years can be
found here
https://www.iiplc.com/investor-relations/financial-reports/
Notices of General Meetings of the Company for the last five
years can be found here
https://www.iiplc.com/investor-relations/downloads/
Committees
Audit Committee
As stated in Principle 5 above, the Company intends to appoint
an additional Independent Non-Executive Director to the Board in
due course, who will also serve on the Audit Committee. Until such
time as the appointment is made, the Board as a whole will deal
with matters normally reserved for the Audit Committee.
Remuneration Committee and Nomination Committee
As stated in principle 9, there is no Remuneration Committee or
Nomination Company in existence.
The Company has not established a remuneration committee as it
is satisfied that any issues can be considered by the Board or the
Audit Committee.
Details of the directors' remuneration can be found on note 18
to the Financial Statements for the year ended 31 March 2022.
Independent Auditor's Report to the Members of Infrastructure
India Plc
Opinion
We have audited the financial statements of Infrastructure India
Plc and its subsidiaries (the 'group') for the year ended 31 March
2022 which comprise the consolidated Statement of Comprehensive
Income, the consolidated Statement of Financial Position, the
consolidated Statement of Changes in Equity, the consolidated
Statement of Cash Flows and the notes to the financial statements,
including a summary of significant accounting policies. The
financial reporting framework that has been applied in their
preparation is applicable law and International Financial Reporting
Standards (IFRSs) as adopted by the European Union.
In our opinion the financial statements:
-- give a true and fair view of the state of the group's affairs
as at 31 March 2022, and of the group's results for the year then
ended;
-- have been properly prepared in accordance with IFRSs as adopted by the European Union;
Basis for Opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's responsibilities for the audit of the financial
statements section of our report. We are independent of the group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements, including the FRC's Ethical
Standard, and we have fulfilled our other ethical responsibilities
in accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Emphasis of matter - financial statements prepared on a basis
other than going concern
We draw attention to note 1(d) in the financial statements which
explains that for the Group to repay its loans, which are due to
mature in April and June 2023, they are actively pursuing a sale of
their investments in DLI and IEL, and therefore do not consider it
to be appropriate to adopt the going concern basis of accounting in
preparing the financial statements. Accordingly, the financial
statements have been prepared on a basis other than going concern
as described in note 1(d). Our opinion is not modified in respect
of this matter.
Emphasis of matter - valuation of investments at fair value
As described in accounting policy note 3.8, management have
elected to value investments in subsidiaries at fair value through
profit and loss. The fair value has been determined based on a
valuation model as discussed in notes 5 and 12. The fair value
model estimates the present fair value of the investments using a
discounted cashflow analysis, based on assumptions about the future
performance of the investments. In the current year, the discounted
cashflow analysis basis of valuation only applies to the investment
in IHDC. The fair value of DLI and IEL has been determined based on
expected sales value as described in note 3.9 and those investments
have been reclassified as held for sale.
We have determined that the valuation model for IHDC (valued at
GBP18.5m) is suitable for inclusion in these financial statements.
It is, however, subject to high estimation uncertainty and we draw
your attention to the disclosures made in notes 5 and 12 and to the
sensitivity analyses presented in note 12.
In respect of the high estimation uncertainty we note that,
owing to the forward-looking nature of the projections and the lack
of past performance history and financial information, it is not
possible to corroborate certain key unobservable inputs in the
projections, such as expected start date of commercial operations,
market size, market share, price points, forecast annual growth
rates and EBITDA margins and operational efficiency estimates.
These projections are based on management estimates and actual
results could therefore differ materially from the amounts
presented in the financial statements.
Capability of the audit in detecting irregularities, including
fraud
Our approach to identifying and assessing the risks of material
misstatement in respect of irregularities, including fraud and
non-compliance with laws and regulations, was as follows:
-- we identified the laws and regulations applicable to the
Company through discussions with Directors and other management,
and from our commercial knowledge and experience of the sector;
-- we made specific requests of component auditors within the
Group to determine their approach to detecting irregularities,
including fraud and non-compliance with laws and regulations, and
considered their findings as part of our approach;
-- we focused on specific laws and regulations which we
considered may have a direct material effect on the financial
statements or the operations of the Company, including company law,
taxation legislation, anti-bribery, environmental and health and
safety legislation;
-- we assessed the extent of compliance with the laws and
regulations identified above through making enquiries of management
and inspecting legal correspondence; and
-- identified laws and regulations were communicated within the
audit team regularly and the team remained alert to instances of
non-compliance throughout the audit.
We assessed the susceptibility of the Company's financial
statements to material misstatement, including obtaining an
understanding of how fraud might occur, by:
-- making enquiries of management as to where they considered
there was susceptibility to fraud, their knowledge of actual,
suspected and alleged fraud;
-- considering the internal controls in place to mitigate risks
of fraud and non-compliance with laws and regulations; and
-- understanding the design of the Company's remuneration policies.
To address the risk of fraud through management bias and
override of controls, we:
-- performed analytical procedures to identify any unusual or unexpected relationships;
-- tested journal entries to identify unusual transactions;
-- assessed whether judgements and assumptions made in
determining the accounting estimates were indicative of potential
bias; and
-- investigated the rationale behind significant or unusual transactions.
In response to the risk of irregularities and non-compliance
with laws and regulations, we designed procedures which included,
but were not limited to:
-- agreeing financial statement disclosures to underlying supporting documentation;
-- reading the minutes of meetings of those charged with governance;
-- enquiring of management as to actual and potential litigation and claims; and
-- reviewing correspondence with tax authorities, relevant
regulators and the company's legal advisors.
There are inherent limitations in our audit procedures described
above. The more removed that laws and regulations are from
financial transactions, the less likely it is that we would become
aware of non-compliance. Auditing standards also limit the audit
procedures required to identify non-compliance with laws and
regulations to enquiry of the Directors and other management and
the inspection of regulatory and legal correspondence, if any.
Material misstatements that arise due to fraud can be harder to
detect than those that arise from error as they may involve
deliberate concealment or collusion.
Other information
The directors are responsible for the other information. The
other information comprises the information included in the annual
report, other than the financial statements and our auditor's
report thereon. Our opinion on the financial statements does not
cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion 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 is materially inconsistent
with the financial statements or our knowledge obtained in the
audit or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether there is a
material misstatement in the financial statements or a material
misstatement of the other information. 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.
Matters on which we are required to report by exception
In the light of our knowledge and understanding of the group and
their environment obtained in the course of the audit, we have not
identified material misstatements in the directors' report.
Responsibilities of directors
As explained more fully in the directors' responsibilities
statement, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group's ability to continue as a
going concern, disclosing, as applicable, matters related to going
concern and using the going concern basis of accounting unless the
directors either intend to liquidate the group or to cease
operations, or have no realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance, but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists. Misstatements can arise from
fraud or error and are considered material if, individually or in
the aggregate, they could reasonably be expected to influence the
economic decisions of users taken on the basis of these financial
statements.
As part of an audit in accordance with ISAs (UK), we exercise
professional judgment and maintain professional scepticism
throughout the audit. We also:
-- Identify and assess the risks of material misstatement of the
financial statements, whether due to fraud or error, design and
perform audit procedures responsive to those risks, and obtain
audit evidence that is sufficient and appropriate to provide a
basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting
from error, as fraud may involve collusion, forgery, intentional
omissions, misrepresentations, or the override of internal
control.
-- Obtain an understanding of internal control relevant to the
audit 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.
-- Evaluate the appropriateness of accounting policies used and
the reasonableness of accounting estimates and related disclosures
made by the directors.
-- Evaluate the overall presentation, structure and content of
the financial statements, including the disclosures, and whether
the financial statements represent the underlying transactions and
events in a manner that achieves fair presentation.
-- Obtain sufficient appropriate audit evidence regarding the
financial information of the entities or business activities within
the group to express an opinion on the consolidated financial
statements. We are responsible for the direction, supervision and
performance of the group audit. We remain solely responsible for
our audit opinion.
We communicate with those charged with governance regarding,
among other matters, the planned scope and timing of the audit and
significant audit findings, including any significant deficiencies
in internal control that we identify during our audit.
From the matters communicated with those charged with
governance, we determine those matters that were of most
significance in the audit of the consolidated financial statements
of the current period and are therefore the key audit matters. We
describe these matters in our auditor's report unless law or
regulation precludes public disclosure about the matter or when, in
extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of
doing so would reasonably be expected to outweigh the public
interest benefits of such communication.
Use of our report
This report is made solely to the company's members, as a body,
in accordance with the terms of our engagement letter. Our audit
work has been undertaken so that we might state to the company's
members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the company and the company's members as a body,
for our audit work, for this report, or for the opinions we have
formed
Baker Tilly Isle of Man LLC
Chartered Accountants
P O Box 95
2a Lord Street
Douglas
Isle of Man
IM99 1HP
20 December 2022
Consolidated Statement of Comprehensive Income
for the year ended 31 March 2022
Continuing operations Note 2022 2021
GBP'000 GBP'000
Movement in fair value on investments at
fair value through profit or loss 12 (2,202) (10,332)
Foreign exchange (loss)/gains (9,839) 15,041
Asset management and valuation services 7 (5,520) (5,960)
Other administration fees and expenses 6 (3,246) (4,681)
---------- ---------
Operating loss (20,807) (5,932)
---------- ---------
Finance costs 8 (27,617) (24,916)
---------- ---------
Loss before taxation (48,424) (30,848)
---------- ---------
Taxation 9 - -
---------- ---------
Loss for the year (48,424) (30,848)
---------- ---------
Other comprehensive income - -
---------- ---------
Total comprehensive loss - continuing operations (48,424) (30,848)
---------- ---------
Total comprehensive loss - discontinued
operations 14 (91,601) -
Total comprehensive loss (140,025) (30,848)
Basic and diluted loss per share (pence) 10 (20.54)p (4.52)p
---------- ---------
The notes referred to above form an integral part of the nancial
statements.
Consolidated Statement of Financial Position
at 31 March 2022
Note 2022 2021
GBP'000 GBP'000
Non-current assets
Investments at fair value through profit
or loss 12 18,537 259,236
Property Plant and Equipment 13 - 3,607
---------- ----------
Total non-current assets 18,537 262,843
---------- ----------
Current assets
Debtors and prepayments 229 153
Cash and cash equivalents 347 13,656
Assets held for sale 14 156,474 -
---------- ----------
Total current assets 157,050 13,809
---------- ----------
Total assets 175,587 276,652
---------- ----------
Current liabilities
Trade and other payables 15 (3,129) (1,713)
Total current liabilities (3,129) (1,713)
---------- ----------
Long-term liabilities
Long term loans & borrowings 16 (219,230) (181,686)
---------- ----------
Total long-term liabilities (219,230) (181,686)
---------- ----------
Total liabilities (222,359) (183,399)
---------- ----------
Net (liabilities)/assets (46,772) 93,253
---------- ----------
Equity
Ordinary share capital 17 6,821 6,821
Share premium 17 282,808 282,808
Retained earnings (336,401) (196,376)
---------- ----------
Total equity (46,772) 93,253
---------- ----------
The notes referred to above form an integral part of the nancial
statements.
These financial statements were approved by the Board on 20
December 2022 and signed on their behalf by
Sonny Lulla Graham Smith
Chief Executive Director
Consolidated Statement of Changes in Equity
for the year ended 31 March 2022
Share Share Retained
capital premium earnings Total
GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 April 2020 6,821 282,808 (165,528) 124,101
Total comprehensive loss
for the year
Loss for the year - - (30,848) (30,848)
---------------------------------- --------- --------- ---------- ----------
Total comprehensive loss
for the year - - (30,848) (30,848)
Balance at 31 March 2021 6,821 282,808 (196,376) 93,253
---------------------------------- --------- --------- ---------- ----------
Balance at 1 April 2021 6,821 282,808 (196,376) 93,253
Total comprehensive loss
for the year
Loss for the year - continuing
operations - - (48,424) (48,424)
Loss for the year - discontinued
operations - - (91,601) (91,601)
---------------------------------- --------- --------- ---------- ----------
Total comprehensive loss
for the year - - (140,025) (140,025)
Balance at 31 March 2022 6,821 282,808 (336,401) (46,772)
---------------------------------- --------- --------- ---------- ----------
The notes referred to above form an integral part of the nancial
statements.
Consolidated Statement of Cash Flows
for the year ended 31 March 2022
Group
Note 2022 2021
GBP'000 GBP'000
Cash flows from operating activities
Loss for the year (140,025) (30,848)
Adjustments:
Movement in fair value on investments
at fair value through profit or loss 12 2,202 10,332
Finance costs 8 27,617 24,916
Foreign exchange loss/(gain) 9,839 (15,041)
---------- ---------
(100,367) (10,641)
Increase in debtors and prepayments (76) (118)
Increase/(decrease) in trade and other
payables 1,416 (57)
Net cash utilised by operating activities
- continuing operations 14 (99,027) (10,816)
---------- ---------
Net cash utilised by operating activities
- discontinued operations 91,601 -
Net cash utilised by operating activities (7,426) (10,816)
Cash flows from investing activities
Purchase of investments - (7,567)
Purchase of fixed assets - (3,607)
---------- ---------
Cash utilised by investing activities
- continuing operations - (11,174)
---------- ---------
Cash utilised by investing activities
- discontinued operations 14 (5,971) -
---------- ---------
Cash utilised by investing activities (5,971) (11,174)
---------- ---------
Cash flows from financing activities
Loans repaid - -
Net cash utilised by financing activities - -
---------- ---------
Decrease in cash and cash equivalents (13,397) (21,990)
Cash and cash equivalents at the beginning
of the year 13,656 38,257
Effect of exchange rate fluctuations on
cash held 88 (2,611)
---------- ---------
Cash and cash equivalents at the end
of the year 347 13,656
---------- ---------
The notes referred to above form an integral part of the nancial
statements.
Notes to the Financial Statements for the year ended 31 March
2022
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.
2. Basis of preparation
(a) Statement of compliance
The financial statements have been prepared in accordance with
International Financial Reporting Standards (IFRSs) as adopted by
the EU.
The financial statements were authorised for issue by the Board
of Directors on 20 December 2022.
(b) Basis of measurement
The consolidated financial statements have been prepared on the
historical cost basis except for financial instruments at fair
value through profit or loss which are measured at fair value in
the Statement of Financial Position.
(c) Functional and presentation currency
These financial statements are presented in Sterling, which is
the Group's functional currency. All financial information
presented in Sterling has been rounded to the nearest thousand,
unless otherwise indicated.
(d) Going concern
IAS 1 requires management to prepare financial statements on a
going concern basis unless they conclude that preparation on a
basis other than going concern is more appropriate.
At 31 March 2022, the Group has net liabilities of GBP46.7m
which includes loan financing of GBP219.2m maturing in April and
June 2023. The Group's ability to repay these loans is dependent on
proceeds from the sale of its investments.
The principal investment DLI is carried at GBP144.6m. As
disclosed the carrying value is based on a sale contract currently
under negotiation. That contract stipulates that DLI will be
acquired in two tranches and the carrying value represents the
minimum receivable under the contract. Obtaining a higher value is
dependent on earn-out clauses within the sale agreement which will
be determined based on the results of DLI over three years
following the sale. The directors are confident that the final
settlement will exceed the carrying amount but also accept there
are uncertainties as to recoveries in excess of GBP144.6m. This has
a bearing on the ability of the Group to settle the loan financing
in full and on the likelihood of any equity being returned to
shareholders.
The Board has concluded that the Group cannot be considered a
going concern and as a result the financial statements for the year
ended 31 March 2022 have been prepared on a basis other than that
of going concern. The investments holdings in DLI and IEL have been
moved to Assets held 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.
(e) Use of estimates and judgements
The preparation of the financial statements in conformity with
IFRSs requires management to make judgements, estimates and
assumptions that affect the application of accounting policies and
the reported amounts of assets, liabilities, income and expenses.
Actual results may differ from these estimates. Estimates and
underlying assumptions are reviewed on an ongoing basis. Revisions
to accounting estimates are recognised in the period in which the
estimates are revised and in any future periods affected.
The areas involving a higher degree of judgment or complexity,
or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in note 5.
3. Summary of significant accounting policies
3.1 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 Group 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 Group is not
permitted to consolidate its controlled portfolio entities.
3.2 Segment reporting
A business segment is a group of assets and operations engaged
in providing products or services that are subject to risks and
returns that are different from those of other business segments. A
geographical segment is engaged in providing products or services
within a particular economic environment that are subject to risks
and returns that are different from those of segments operating in
other economic environments.
The Directors are of the opinion that the Group is engaged in a
single segment of business being investment in infrastructure
assets in one geographical area, being India.
3.3 Income
Dividend income from investments is recognised when the right to
receive payment has been established, normally the ex-dividend
date.
Interest income is recognised on an accruals basis using the
effective interest method.
3.4 Expenses
All expenses are recognised on an accruals basis and are
presented as revenue items except for expenses that are incidental
to the disposal of an investment which are deducted from the
disposal proceeds.
3.5 Taxation
Income tax expense comprises current and deferred tax. Current
tax and deferred tax is recognised in profit or loss except to the
extent that it relates to a business combination, or items
recognised directly in equity or in other comprehensive income.
Current tax is the expected tax payable or receivable on the
taxable income or loss for the year, using tax rates enacted or
substantively enacted at the reporting date, and any adjustment to
tax payable in respect of previous years. Current tax payable also
includes any tax liability arising from the declaration of
dividends.
Deferred tax is recognised in respect of temporary differences
between the carrying amounts of assets and liabilities for
financial reporting purposes and the amounts used for taxation
purposes. Deferred tax is not recognised for;
-- temporary differences on the initial recognition of assets or
liabilities in a transaction that is not a business combination and
that affects neither accounting nor taxable profit or loss;
-- temporary differences related to investments in subsidiaries
and jointly controlled entities to the extent that it is probable
that they will not reverse in the foreseeable future; and
-- taxable temporary differences arising on the initial recognition of goodwill.
Deferred tax is measured at the tax rates that are expected to
be applied to temporary differences when they reverse, based on the
laws that have been enacted or substantively enacted by the
reporting date.
Deferred tax assets and liabilities are offset if there is a
legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax
authority on the same taxable entity, or on different tax entities,
but they intend to settle current tax liabilities and assets on a
net basis or their tax assets and liabilities will be realised
simultaneously.
A deferred tax asset is recognised for unused tax losses, tax
credits and deductible temporary differences, to the extent that it
is probable that future taxable profits will be available against
which they can be utilised. Deferred tax assets are reviewed at
each reporting date and are reduced to the extent that it is no
longer probable that the related tax benefit will be realised.
3.6 Foreign currency transactions
Transactions and balances
Transactions in foreign currencies are translated to the
respective functional currencies of Group entities at exchange
rates at the dates of the transactions. Monetary assets and
liabilities denominated in foreign currencies at the reporting date
are retranslated to the functional currency at the exchange rate at
that date. The foreign currency gain or loss on monetary items is
the difference between amortised cost in the functional currency at
the beginning of the year, adjusted for effective interest and
payments during the year, and the amortised cost in foreign
currency translated at the exchange rate at the end of the
year.
Non-monetary assets and liabilities denominated in foreign
currencies that are measured at fair value are retranslated to the
functional currency at the exchange rate at the date that the fair
value was determined.
Non-monetary items in a foreign currency that are measured in
terms of historical cost are translated using the exchange rate at
the date of the transaction. Foreign currency differences arising
on retranslation are recognised in profit or loss, except for
differences arising on the retranslation of available-for-sale
equity investments, a financial liability designated as a hedge of
the net investment in a foreign operation that is effective, or
qualifying cash flow hedges, which are recognised in other
comprehensive income.
Foreign operations
The assets and liabilities of foreign operations, including
goodwill and fair value adjustments arising on acquisition, are
translated to Sterling at exchange rates at the reporting date. The
income and expenses of foreign operations, excluding foreign
operations in hyperinflationary economies, are translated to
Sterling at exchange rates at the dates of the transactions.
Foreign currency differences are recognised in other
comprehensive income, and presented in the foreign currency
translation reserve (translation reserve) in equity. However, if
the operation is a non-wholly-owned subsidiary, then the relevant
proportionate share of the translation difference is allocated to
the non-controlling interests. When a foreign operation is disposed
of such that control, significant influence or joint control is
lost, the cumulative amount in the translation reserve related to
that foreign operation is reclassified to profit or loss as part of
the gain or loss on disposal. When the Group disposes of only part
of its interest in a subsidiary that includes a foreign operation
while retaining control, the relevant proportion of the cumulative
amount is reattributed to non-controlling interests. When the Group
disposes of only part of its investment in an associate or joint
venture that includes a foreign operation while retaining
significant influence or joint control, the relevant proportion of
the cumulative amount is reclassified to profit or loss.
When the settlement of a monetary item receivable from or
payable to a foreign operation is neither planned nor likely in the
foreseeable future, foreign exchange gains and losses arising from
such a monetary item are considered to form part of a net
investment in a foreign operation and are recognised in other
comprehensive income, and presented in the translation reserve in
equity.
3.7 Financial instruments
i. Initial recognition and measurement
The Group initially recognises financial assets and financial
liabilities on the date in which it becomes a party to the
contractual provisions of the instrument. Financial assets or
financial liabilities are initially measured at fair value, except
for trade receivables that do not have a significant financing
component which are measured at transaction price. Transaction
costs that are directly attributable to the acquisition or issue of
financial assets and financial liabilities (other than financial
assets and financial liabilities at fair value through profit or
loss) are added to or deducted from the fair value, as appropriate,
on initial recognition. Transaction costs directly attributable to
the acquisition of financial assets or financial liabilities at
fair value through profit or loss are recognised immediately in
profit or loss.
ii. Classification and subsequent measurement
Classification of financial assets
On initial recognition, the Group classifies financial assets as
measured at amortised cost or fair value if it meets both the
following conditions;
- it is held within a business model whose objective is to hold
assets to collect contractual cash flows; and
- its contractual terms give rise on specified dates to cash
flows that are solely payment of principal and interest.
A financial asset that meets the following conditions are
measured subsequently at fair value through other comprehensive
income ("FVTOCI");
- it is held within a business model whose objective is achieved
by both collecting contractual cash flows and selling the financial
assets; and
- its contractual terms give rise on specified dates to cash
flows that are solely payments of principal and interest on the
principal amount outstanding.
By default, all other financial assets are measured subsequently
at fair value through profit or loss ("FVTPL").
Subsequent measurement of financial assets at amortised cost
Financial assets at amortised cost are subsequently measured at
amortised cost using the effective interest method. Interest income
from these financial assets is included in finance income using the
effective interest rate method. Any gain or loss arising on
derecognition is recognised directly in profit or loss and
presented in other gains/(losses) together with foreign exchange
gains and losses. Impairment losses are presented as a separate
line item in the statement of profit or loss.
Subsequent measurement of financial assets at FVTPL
Financial assets at FVTPL are subsequently measured at fair
value. Net gains and losses, including foreign exchange gains and
losses, are recognised in the Consolidated Statement of
Comprehensive Income.
Financial liabilities - Classification, subsequent measurement
and gains and losses
Financial liabilities are classified as at FVTPL when the
financial liability is (i) contingent consideration of an acquirer
in a business combination, (ii) held for trading or (iii) it is
designated as at FVTPL. Financial liabilities at FVTPL are measured
at fair value, and net gains and losses, including any interest
expense, are recognised in profit or loss.
Other financial liabilities are subsequently measured at
amortised cost using the effective interest method. Interest
expense is recognised in profit or loss. Any gain or loss on
derecognition is also recognised in profit or loss.
iii. Fair value measurement
When available, the Group measures the fair value of an
instrument using the quoted price in an active market for that
instrument. A market is regarded as 'active' if transactions for
the asset or liability take place with sufficient frequency and
volume to provide pricing information on an ongoing basis.
Where there is no quoted price in an active market, then the
Group uses valuation techniques that maximise the use of relevant
observable inputs and minimise the use of unobservable inputs. The
chosen valuation technique incorporates all of the factors that
market participants would take into account in a pricing
transaction.
iv. Amortised cost measurement
The 'amortised cost' of a financial asset or financial liability
is the amount at which the financial asset or financial liability
is measured on initial recognition minus the principal repayments,
plus or minus the cumulative amortisation using the effective
interest method of any difference between that initial amount and
the maturity amount and, for financial assets, adjusted for any
loss allowance.
v. Impairment
Measurement of ECLs
The Group recognises loss allowances for Expected Credit Losses
("ECLs") on financial assets measured at amortised cost. Lifetime
ECLs are the ECLs that result from all possible default events over
the expected life of a financial instrument. 12-month ECLs are the
portion of ECLs that result from default events that are possible
within the 12 months after the reporting date (or a shorter period
if the expected life of the instrument is less than 12 months). The
maximum period considered when estimating ECLs is the maximum
contractual period over which the Group is exposed to credit
risk.
ECLs are a probability-weighted estimate of credit losses.
Credit losses are the present value of all cash shortfalls (i.e.
the difference between the cash flows due to the entity in
accordance with the contract and the cash flows that the Fund
expects to receive). ECLs are discounted at the effective interest
rate of the financial asset.
Credit-impaired financial assets
At each reporting date, Financial assets that are carried at
amortised cost are reviewed at each reporting date to determine
whether there is objective evidence of impairment. If any such
indication exists, an impairment loss is recognised in the profit
or loss as the difference between the asset's carrying amount and
the present value of estimated future cash flows discounted at the
financial asset's original effective interest rate.
vi. Derecognition
A financial asset is derecognised when the contractual rights to
the cash flows from the asset expire, or the Group transfers the
rights to receive the contractual cash flows in a transaction in
which substantially all of the risks and rewards of ownership of
the financial asset are transferred or in which the Group neither
transfers nor retains substantially all of the risks and rewards of
ownership and does not retain control of the financial asset.
On derecognition of a financial asset, the difference between
the carrying amount of the asset (or the carrying amount allocated
to the portion of the asset that is derecognised) and the
consideration received (including any new asset obtained less any
new liability assumed) is recognised in profit or loss. Any
interest in such transferred financial assets that is created or
retained by the Fund is recognised as a separate asset or
liability.
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled or expire. On
derecognition of a financial liability, the difference between the
carrying amount extinguished and the consideration paid (including
any non-cash assets transferred or liabilities assumed) is
recognised in profit or loss.
3.8 Investments
Investments of the Group are categorised as at fair value
through profit or loss and are measured at fair value. Unrealised
gains and losses arising from revaluation are taken to the profit
or loss.
The Group has taken advantage of an exemption in IAS 28,
Investments in Associates, which permits investments in associates
held by venture capital organisations, investment funds and similar
entities to account for such investments at fair value through
profit or loss.
The fair value of unquoted securities is estimated by the
Directors using the most appropriate valuation techniques for each
investment.
3.9 Assets held for sale
Non-current assets (or disposal groups) are classified as held
for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use and a
sale is considered highly probable. They are measured at the lower
of their carrying amount and fair value less costs to sell, except
for assets such as deferred tax assets, assets arising from
employee benefits, financial assets and investment property that
are carried at fair value and contractual rights under insurance
contracts, which are specifically exempt from this requirement.
An impairment loss is recognised for any initial or subsequent
write-down of the asset (or disposal group) to fair value less
costs to sell. A gain is recognised for any subsequent increases in
fair value less costs to sell of an asset (or disposal group), but
not in excess of any cumulative impairment loss previously
recognised. A gain or loss not previously recognised by the date of
the sale of the non-current asset (or disposal group) is recognised
at the date of derecognition.
Non-current assets (including those that are part of a disposal
group) are not depreciated or amortised while they are classified
as held for sale. Interest and other expenses attributable to the
liabilities of a disposal group classified as held for sale
continue to be recognised.
Non-current assets classified as held for sale and the assets of
a disposal group classified as held for sale are presented
separately from the other assets in the balance sheet. The
liabilities of a disposal group classified as held for sale are
presented separately from other liabilities in the balance
sheet.
3.10 Trade and other receivables
Trade receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective
interest method, less provision for impairment.
3.11 Financial liabilities and equity
Financial liabilities and equity instruments are classified
according to the substance of the contractual arrangement entered
into. An equity instrument is any contract that evidences a
residual interest in the assets of the Group after deducting all of
its liabilities.
Financial liabilities are initially recognised at fair value
less any directly attributable transactions costs. Subsequent to
initial recognition, these liabilities are measured at amortised
cost using the effective interest method.
Equity instruments are recorded at proceeds received net issue
costs.
3.12 Provisions
A provision is recognised when the Group has a present legal or
constructive obligation as a result of a past event, and it is
probable that an outflow of economic benefits will be required to
settle the obligation, and the obligation can be reliably measured.
If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects
current market assessments of the time value of money and, where
appropriate, the risks specific to the liability.
3.13 Share issue costs
The share issue costs of the Company directly attributable to
the placing that would otherwise have been avoided have been taken
to the share premium account.
3.14 Dividend distribution
Dividend distribution to the Company's shareholders is
recognised as a liability in the financial statements in the period
in which the dividends are approved.
3.15 Cash and cash equivalents
Cash and cash equivalents includes cash in hand, deposits held
at call with banks, other short-term highly liquid investments with
original maturities of three months or less, and bank
overdrafts.
3.16 Interest expense
Interest expenses for borrowings are recognised within finance
costs in the profit or loss using the effective interest rate
method.
3.17 Changes in accounting policies
Standards and amendments effective for periods beginning 1 April
2021 or later
A number of other new standards are effective from 1 April 2021,
but they do not have a material effect on the Group's consolidated
financial statements:
-- Amendments to IFRS 16, COVID - 19 Related Rent Concessions
A number of new standards are effective for annual periods
beginning after 1 April 2021 and earlier application is permitted;
however, the Group has not early adopted the new or amended
standards in preparing these consolidated financial statements.
The following amended standards and interpretations are not
expected to have a significant impact on the Group's consolidated
financial statements:
-- IFRS 17 Insurance Contracts (effective on or after 1 January 2023)
-- Amendments to IAS 1: Classification of Liabilities as Current
or Non-current (effective on or after 1 January 2023)
-- Reference to the Conceptual Framework - Amendments to IFRS 3
(effective on or after 1 January 2022)
-- Property, Plant and Equipment: Proceeds before Intended Use -
Amendments to IAS 16 (effective on or after 1 January 2022)
-- Onerous Contracts - Costs of Fulfilling a Contract -
Amendments to IAS 37 (effective on or after 1 January 2022)
-- IFRS 1 First-time Adoption of International Financial
Reporting Standards - Subsidiary as a first-time adopted (effective
on or after 1 January 2022)
-- IFRS 9 Financial Instruments - Fees in the '10 per cent' test
for derecognition of financial liabilities (effective on or after 1
January 2022)
-- IAS 41 Agriculture - Taxation in fair value measurements
(effective on or after 1 January 2022)
4. Capital and financial risk management
Capital management
The Group's objectives when managing capital are to safeguard
the Group's ability to continue as a going concern in order to
provide returns for shareholders and benefits for other
stakeholders and to maintain an optimal capital structure to reduce
the cost of capital.
In order to maintain or adjust the capital structure, the Group
may adjust the amount of dividends paid to shareholders, return
capital to shareholders, issue new shares, or sell assets to reduce
debt.
Consistent with others in the industry, the Group monitors
capital on the basis of the gearing ratio. This ratio is calculated
as net debt divided by total capital. Net debt is calculated as
total borrowings and other long term loans as shown in the
consolidated statement of financial position, less cash and cash
equivalents.
The following table summarises the capital of the Group:
2022 2021
GBP'000 GBP'000
------------------------------------------ --------- ---------
Long and short term loans and borrowings 219,230 181,686
Less: cash and cash equivalents (347) (13,656)
------------------------------------------ --------- ---------
Net debt 218,883 168,030
Total equity (46,772) 93,253
Total capital 172,111 261,283
------------------------------------------ --------- ---------
Gearing ratio 127.18% 64.31%
------------------------------------------ --------- ---------
Financial risk management
The Group's activities expose it to a variety of financial
risks: market risk (including currency risk and price risk), credit
risk, liquidity risk and cash flow interest rate risk.
Risk management is carried out by the Board of Directors. The
Board identifies and evaluates financial risks in close
co-operation with the Asset Manager.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign
exchange risk arising from various currency exposures, primarily
with respect to the Indian Rupee ("INR"). Foreign exchange risk
arises from future commercial transactions, recognised monetary
assets and liabilities and net investments in foreign
operations.
Net assets denominated in Indian Rupee at the year-end amounted
to GBP161.9 million (2021: GBP259.2 million), representing the
Group's investments in Indian Companies. At 31 March 2022, had the
exchange rate between the Indian Rupee and Sterling increased or
decreased by 10% with all other variables held constant, the
increase or decrease respectively in net assets would amount to
approximately GBP16.19 million (2021: GBP25.9 million). This
exposure is unhedged.
Total liabilities denominated in US$ at the year-end amounted to
GBP218.9 million (2021: GBP181.7 million), principally comprising
loans and borrowings less cash and cash equivalents. At 31 March
2021, had the exchange rate between the US$ and Sterling increased
or decreased by 10% with all other variables held constant, the
increase or decrease respectively in total liabilities would amount
to approximately GBP21.9 million (2021: GBP18.2 million). This
exposure is unhedged.
(ii) Market price risk
The Group is exposed to market risk arising from its investment
in unlisted Indian infrastructure companies due to factors that
affect the overall performance of the financial markets. These
investments present a risk of capital loss. The Board is
responsible for the selection of investments and monitoring
exposure to market price risk. All investments are in Indian
infrastructure projects.
If the value of the Group's investment portfolio had increased
by 10%, the Group's net assets would have increased by GBP16.2
million (2021: GBP25.9 million). A decrease of 10% would have
resulted in an equal and opposite decrease in net assets.
(iii) Cash flow and fair value interest rate risk and sensitivity
The Group's cash and cash equivalents are invested at short term
market interest rates. Loans and borrowings attract fixed interest
rates as detailed in note 16.
The table below summarises the Group's exposure to interest rate
risks. It includes the Groups' financial assets and liabilities at
the earlier of contractual re-pricing or maturity date, measured by
the carrying values of assets and liabilities.
Under 1 1 to 5 Over 5 Non-interest
1 month
month to 1 year years years bearing Total
31 March 2022 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial assets
Investments at fair value through
profit or loss - - - - 18,537 18,537
Trade receivables and prepayments - - - - 229 229
Cash and cash equivalents 347 - - - - 347
Assets held for sale - - - - 143,351 143,351
-------- ----------- ---------- -------- ------------- ----------
Total financial assets 347 - - - 162,117 162,464
-------- ----------- ---------- -------- ------------- ----------
Financial liabilities
Trade and other payables - - - - (3,146) (3,146)
Loans and borrowings - - (219,230) - - (219,230)
-------- ----------- ---------- -------- ------------- ----------
Total financial liabilities - - (219,230) - (3,146) (222,376)
-------- ----------- ---------- -------- ------------- ----------
Under 1 1 to 5 Over 5 Non-interest
1 month
month to 1 year years years bearing Total
31 March 2021 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial assets
Investments at fair value through
profit or loss - - - - 259,236 259,236
Trade and prepayments - - - - 153 153
Cash and cash equivalents 13,656 - - - - 13,656
-------- ----------- ---------- -------- ------------- ----------
Total financial assets 13,656 - - - 259,389 273,045
-------- ----------- ---------- -------- ------------- ----------
Financial liabilities
Trade and other payables - - - - (1,713) (1,713)
Loans and borrowings - - (181,686) - - (181,686)
-------- ----------- ---------- -------- ------------- ----------
Total financial liabilities - - (181,686) - (1,713) (183,399)
-------- ----------- ---------- -------- ------------- ----------
(b) Credit risk
Credit risk may arise from a borrower failing to make required
payments on investments, cash balances and debtor balances. The
amount of credit risk is equal to the amounts stated in the
statement of financial position for each of these assets. All the
cash balances are held with various Barclays bank accounts. The
Standard & Poor's credit rating of Barclays Bank plc is
A-1.
(c) Liquidity risk
Liquidity risk is the risk that the Group may be unable to meet
short term financial demands. Prudent liquidity risk management
implies maintaining sufficient cash and marketable securities, the
availability of funding through an adequate amount of committed
credit facilities and the ability to close out market positions.
The Group aims to maintain flexibility in funding.
Residual undiscounted contractual maturities of financial
liabilities:
31 March 2022 Less 1 to 3 months 1 to Over No stated
than 3 to 1 5 years 5 maturity
1 month months year years
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial liabilities
Trade and other
payables - - 3,129 - - -
Loans and borrowings - - - 219,230 - -
---------- --------- --------- --------- -------- ----------
Total - - 3,129 219,230 - -
---------- --------- --------- --------- -------- ----------
31 March 2021 Less 1 to 3 months 1 to Over No stated
than 3 to 1 5 years 5 maturity
1 month months year years
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Financial liabilities
Trade and other
payables - - 1,713 - - -
Loans and borrowings - - - 181,686 - -
---------- --------- --------- --------- -------- ----------
Total - - 1,713 181,686 - -
---------- --------- --------- --------- -------- ----------
5. Critical accounting estimates and assumptions
These disclosures supplement the commentary on financial risk
management (see note 4).
Key sources of estimation uncertainty
Determining fair values
The determination of fair values for financial assets for which
there is no observable market prices requires the use of valuation
techniques as described in accounting policy 3.8. For financial
instruments that trade infrequently and have little price
transparency, fair value is less objective, and requires varying
degrees of judgement depending on liquidity, concentration,
uncertainty of market factors, pricing assumptions and other risks
affecting the specific instrument. See also "Valuation of financial
instruments" below.
Critical judgements in applying the Group's accounting
policies
Valuation of financial instruments
The Group's accounting policy on fair value measurements is
discussed in accounting policy 3.8. The Group measures fair value
using the following hierarchy that reflects the significance of
inputs used in making the measurements:
-- Level 1: Quoted market price (unadjusted) in an active market
for an identical instrument.
-- Level 2: Valuation techniques based on observable inputs,
either directly (i.e., as prices) or indirectly (i.e., derived from
prices). This category included instruments valued using: quoted
market prices in active markets for similar instruments: quoted
market prices for identical or similar instruments in markets that
are considered less than active; or other valuation techniques
where all significant inputs are directly or indirectly observable
from market data.
-- Level 3: Valuation techniques using significant unobservable
inputs. This category includes all instruments where the valuation
technique includes inputs not based on observable data and the
unobservable inputs have a significant effect on the instrument's
valuation. This category includes instruments that are valued based
on quoted prices for similar instruments where significant
unobservable adjustments or assumptions are required to reflect
differences between the instruments.
Fair values of financial assets and financial liabilities that
are traded in active markets are based on quoted market prices or
dealer price quotations. For all other financial instruments, the
Group determines fair values using valuation techniques.
The Group holds investments in several unquoted Indian
infrastructure companies. The Directors' valuations of these
investments, as shown in note 12, are based on a discounted cash
flow methodology or recent transaction prices, prepared by the
Group'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.
The tables below analyses financial instruments measured at fair
value at the end of the reporting period, by the level in the fair
value hierarchy into which the fair value measurements are
categorised:
Level Level Level
31 March 2022 1 2 3
GBP'000 GBP'000 GBP'000
Financial assets at fair value through
profit or loss (note 12)
India Hydropower Development Company, LLC - - 18,537
Assets held for sale (Note 14)
Distribution Logistics Infrastructure Private
Limited - - 144,619
Indian Energy Limited - - 5,500
--------- --------- --------
Fair value at year end - - 168,656
Level Level Level
31 March 2021 1 2 3
GBP'000 GBP'000 GBP'000
Financial assets at fair value through
profit or loss (note 12)
Distribution Logistics Infrastructure Private
Limited - - 226,981
India Hydropower Development Company, LLC - - 20,739
Indian Energy Limited - - 11,516
Fair value at year end - - 259,236
--------- --------- --------
The following table shows a reconciliation from the beginning
balances to the ending balances for fair value measurements in
level 3 of the fair value hierarchy:
GBP'000
Fair value brought forward 259,236
Additional capital injected 3,223
Movement in fair value (93,803)
---------
Fair value at year end 168,656
---------
If the determined discount rates were increased by 1% per annum,
the value of unlisted equity securities would fall by GBP2 million
(2021: GBP32 million).
6. Other administration fees and expenses
2022 2021
GBP'000 GBP'000
Audit fees 82 86
Legal fees 310 131
Corporate advisory fees 147 173
Other professional costs 2,323 3,982
Administration fees 216 141
Directors' fees (note 18) 119 102
Insurance costs 5 11
Travel and entertaining - 8
Other costs 44 47
-------- --------
3,246 4,681
-------- --------
7. 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.
Under the New Management Agreement, the Asset Manager is
entitled to a fixed annual management fee of GBP5,520,000 per annum
(the "Annual Management Fee"), payable quarterly in arrears. In
addition to the Annual Management Fee, the Asset Manager will be
issued with 605,716 new ordinary shares in the Company annually
(the "Fee Shares"). The Fee Shares will be issued free of charge,
on 1 July of each calendar year for the duration of the New
Management Agreement, which had an effective termination date of 30
September 2020.
Fees for the year ended 31 March 2022 were GBP5,520,000 (31
March 2021: GBP5,960,000). The amount of outstanding as at 31 March
2022 amounted to GBP2,760,000 (2021: GBP1,489,000).
8. Finance costs
2022 2021
GBP'000 GBP'000
Loan interest expense (note 16) 27,617 24,916
-------- --------
27,617 24,916
-------- --------
9. Taxation
There is no liability for income tax in the Isle of Man. The
Company is subject to tax at a rate of 0%.
The Group is subject to income tax in Mauritius at the rate of
15% on the chargeable income of Mauritian subsidiaries. They are,
however, entitled to a tax credit equivalent to the higher of the
foreign tax paid and a deemed credit of 80% of the Mauritian tax on
their foreign source income. No provision has been made in the
accounts due to the availability of tax losses.
10. Basic and diluted earnings/(loss) 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.
2022 2021
Loss attributable to shareholders (GBP thousands) (140,025) (30,848)
Weighted average number of ordinary shares in issue (thousands) 681,882 681,882
---------- ---------
Basic loss per share (20.54)p (4.52)p
---------- ---------
There is no difference between basic and diluted earnings/(loss)
per share.
11. Investments in subsidiaries
Since incorporation, for efficient portfolio management
purposes, the Group 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 (see note
3.1):
Consolidated subsidiaries Country Ownership
of incorporation 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%
12. Investments - designated at fair value through profit or loss
At 31 March 2022, the Group held two investments in unlisted
equity securities through its wholly owned subsidiaries in
Mauritius.
The investments are recorded at fair value as follows:
SMH IHDC DLI IEL Total
GBP'000 GBP'000 GBP'000 GBP'000 GBP'000
Balance at 1 April 2021 - 20,739 226,981 11,516 259,236
Additions - - 3,223 - 3,223
Fair value adjustment - (2,202) (85,585) (6,016) (93,803)
--------- --------- ---------- --------- ----------
- 18,537 144,619 5,500 168,656
Reclassified as assets
held for sale - - (144,619) (5,500) (150,119)
--------- --------- ---------- --------- ----------
Balance as at 31 March
2022 - 18,537 - - 18,537
--------- --------- ---------- --------- ----------
(i) Shree Maheshwar Hydel Power Corporation Ltd ("SMH")
(ii) India Hydropower Development Company LLC ("IHDC")
(iii) Distribution Logistics Infrastructure ("DLI")
(iv) Indian Energy Limited ("IEL")
As noted in the Joint Statement from the Chairman and the Chief
Executive, the promoter of SMH has not secured the required funding
and SMH received a termination order with regard to the
historically entered Power Purchase Agreement ("PPA") and
Resettlement & Rehabilitation Agreement ("R&R Agreement")
from M.P. Power Management Company Limited, a company owned by the
Government of Madya Pradesh. The PPA was signed in 1994 and amended
in 1996 and the R&R Agreement was signed in 1997. Without a
valid PPA and visibility into availability of completion financing,
it is impossible to prepare reasonable forecasts. Although IIP
retains legal options to extract value for its investment, until
further clarity emerges, it is assumed that SMH has no contribution
to IIP's valuation.
The investment in IHDC has been fair valued by the Directors as
at 31 March 2022 using discounted cash flow techniques, as
described in note 5. The discount rate adopted for the investment
is the risk free rate (based on the Indian government 10-year bond
yields) plus a risk premium of 2.67% for IHDC (2021: 3.02%).
All 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.
As at 31 March 2022, the Group had pledged 51% of the shares in
DLI, totalling 66,677,000 shares of INR 10 each, as part of the
terms of a term loan within the underlying investment entity. In
addition, the Group had provided a non-disposal undertaking of 51%
of the shares in IEL, totalling 25,508,980 shares of 1 penny each,
as part of the terms of a loan agreement within the underlying
investment entity. As a result these investments have been
reclassified as assets held for sale.
The following table shows the sensitivities of the valuation to
discount rates and exchange rates:
IHDC Discount Rate
8.50% 9.00% 9.50% 10.00% 10.50%
------ ------ ------ ------- -------
INR/GBP Exchange
Rate 103.4 20.2 18.9 17.8 16.8 15.9
------ ------ ------ ------ ------- -------
101.4 20.6 19.3 18.2 17.1 16.2
------ ------ ------ ------ ------- -------
99.4 21.0 19.7 18.5 17.5 16.5
------ ------ ------ ------ ------- -------
97.4 21.4 20.1 18.9 17.8 16.9
------ ------ ------ ------ ------- -------
95.4 21.8 20.5 19.3 18.2 17.2
------ ------ ------ ------ ------- -------
13. Property, plant and equipment
Land
Cost/Valuation GBP'000
Balance at 1 April 2021 3,607
Additions 2,748
Reclassified as assets held for sale (6,355)
Balance at 31 March 2022 -
--------
The only class of items within property, plant and equipment
relate to the land purchased in the year. This land was held at
historical cost and has been reclassified as assets held and is not
subject to depreciation.
14. Assets held for sale
Land
Cost/Valuation GBP'000
Balance at 1 April 2021 -
Distribution Logistics Infrastructure Private Limited 144,619
Property plant and equipment 6,355
--------
DLI disposal group 150,974
Indian Energy Limited 5,500
Balance at 31 March 2022 156,474
--------
As disclosed in note 12, the Group has committed to the sale of
two of the investments, DLI and IEL. Accordingly the investment
holding value and associated property, plant and equipment have
been reclassified as Assets held for sale.
The financial performance and cashflow information presented in
respect of the year relating to discontinued operations are set out
below.
2022 2021
GBP'000 GBP'000
Movement in fair value on investments at fair value through
profit or loss (91,601) -
--------- --------
Total comprehensive loss - discontinued operations (91,601) -
--------- --------
2022 2021
GBP'000 GBP'000
Purchase of investments (3,223) -
Purchase of fixed assets (2,748) -
--------- --------
Cash utilised by investing activities - discontinued operations (5,971) -
--------- --------
15. Trade and other payables
2022 2021
GBP'000 GBP'000
Trade payables 1,674 152
Accruals and other payables 1,455 1,561
-------- --------
3,129 1,713
-------- --------
16. Loans and borrowings
Capital Interest Total
GBP'000 GBP'000 GBP'000
Balance as at 1 April 2021 156,096 25,590 181,686
Interest charge for the year - 27,617 27,617
Capitalised loan interest 12,727 (12,727) -
Foreign currency effects 7,909 2,018 9,927
-------- --------- --------
Balance as at 31 March 2022 176,732 42,498 219,230
-------- --------- --------
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.
In accordance with the requirements of the loan above maturity
of both the GGIC and Cedar Valley loans have been extended to 30
June 2023 and will carry an interest rate of 15% per annum from 2
April 2019.
The Group arranged further debt facility of up to US$105 million
(approximately GBP80.2 million) with IIP Bridge Facility LLC (the
"Lender"), an affiliate of GGIC on 2 April 2019. The Loan is a
secured four-year term loan provided to the Group's wholly owned
Mauritian subsidiary, Infrastructure India Holdco, and matures on 1
April 2023. 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.
At 31 March 2022, the US$105 million loan facility had been
fully drawn down.
17. Share capital
No. of shares Share Share
capital premium
Ordinary
shares
of GBP0.01 GBP'000 GBP'000
each
-------------- --------- ---------
Balance at 31 March 2022 682,084,189 6,821 282,808
-------------- --------- ---------
As detailed in note 7, the Asset Manager is entitled 605,716 new
ordinary shares in the Company annually (the "Fee Shares"). The Fee
Shares will be issued free of charge, on 1 July of each calendar
year for the duration of the New Management Agreement up to the
effective termination date of 30 September 2020. The Company has
issued a total of 1,817,148 ordinary shares to the Asset
Manager.
18. Directors' fees and Directors' interests
The Directors had the following interests in the shares of the
Company at 31 March 2022:
Sonny Lulla 1,500,000 Ordinary Shares
Details of the Directors' remuneration in the year are as
follows:
2022 2021
GBP'000 GBP'000
Madras Seshamani Ramachandran 90 90
Graham Smith 15 -
-------- --------
105 90
-------- --------
19. 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 7.
As detailed in note 7, fees payable to FPM in respect of
management and consulting services for the year ending 31 March
2022 amounted to GBP5,520,000 (31 March 2021: GBP5,960,000). The
amount of management and consulting fees outstanding as at 31 March
2022 amounted to GBP2,760,000 (2021: GBP1,489,000).
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.
Administrator
FIM Capital Limited provides administration services including
financial accounting services to the Group. The fees paid to the
Administrator for the year amounted to GBP120,000 (2021:
GBP120,000). The amount outstanding as at year end is GBP54,000
(2021: GBP30,000).
20. Net Asset Valuation (NAV) per share
The NAV per share is calculated by dividing the net assets
attributable to the equity holders of the Company at the end of the
period by the number of shares in issue.
2022 2021
Net assets (GBP'000) (47,772) 93,253
Number of shares in issue
(note 17) 682,084,189 682,084,189
------------ ------------
NAV per share 0.0p 13.7p
------------ ------------
NAV per share in 2022 is shown as nil due to net liabilities at
31 March 2022. There is no difference between basic and diluted NAV
per share.
21. Subsequent events
On 31 August 2022, IIP announced that the term loan provided by
IIP Bridge Facility was being increased by US $6 million to meet
urgent operational overheads at DLI as well as Group working
capital needs.
IIP agreed preliminary terms with a third party and the ascribed
net minimum consideration for Distribution Logistics Infrastructure
Limited ("DLI") has been the valuation applied for DLI in the
accounts for the period. The proposed transaction is structured in
two parts, with a deferred, performance-based, and contingent
consideration, which does not contribute to the assigned DLI asset
value and which the Directors expect to have a positive impact on
net assets in due course. IIP has also commenced discussions with
several other potential buyers of DLI and due diligence in
underway.
The sale of IEL is expected to complete, and although the buyer,
AVSR, has requested some additional time, there are other potential
buyers for IEL undertaking due diligence
22. Ultimate controlling party
The ultimate controlling party during the year was GGIC and
affiliated parties.
23. 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.
Company Information
Registered Office
55 Athol Street
Douglas
Isle of Man
IM1 1LA
Incorporated in the Isle of Man. Company No. 002457V
Directors
Tom Tribone (Chairman)
Rahul Sonny Lulla
Graham Smith
Robert Venerus
Madras Seshamani Ramachandran
Company Secretary
Grainne Devlin
Administrator and Registrar
FIM Capital Limited
55 Athol Street
Douglas
Isle of Man
IM1 1LA
Auditors
Baker Tilly Isle of Man LLC
2a Lord Street
Isle of Man
IM99 1HP
Asset Manager
Franklin Park Management LLC
2711 Centerville Road
Suite 400
Wilmington
DE 19808
United States of America
Nominated Adviser (NOMAD) and Financial Adviser
Strand Hanson
26 Mount Row
Mayfair
London
W1K 3SQ
United Kingdom
Joint Broker
N+1 Singer
One Bartholomew Lane
London
EC2N 2AX
Website www.iiplc.com
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END
FR FELFWSEESEIE
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