TIDMIIP TIDMTTM
RNS Number : 3868K
Infrastructure India plc
21 December 2022
21 December 2022
Infrastructure India plc
("IIP" or the "Company" and together with its subsidiaries, the
"Group")
Interim results for the six months ended 30 September 2022
Infrastructure India plc, an AIM quoted infrastructure fund
investing directly into assets in India, announces its unaudited
interim results for the six months ended 30 September 2022.
Financial performance
-- As at 30 September 2022, the value of the Group's investments
was GBP194.1 million (GBP168.7 million as at 31 March 2022;
GBP263.1 million as at 30 September 2021). The value increased
against the previous period as a result of foreign exchange rates,
principally GBP:USD. The comparable rates were GBP:USD 1.12 as at
30 September 2022 against GBP:USD 1.31 as at 31 March 2022.
-- Net liabilities were GBP85.7 million as at 30 September 2022
(net liabilities of GBP46.8 million as at 31 March 2022 and net
assets of GBP72.1 million as at 30 September 2021). The value
increased against the previous period due to the effect of changes
in foreign exchange rates on the Group's borrowings, which are
primarily USD denominated.
-- As announced in the annual results on 21 December 2022, 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 - not included in the valuation - 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.
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", the
"Company" and together with its subsidiaries, the "IIP Group")
unaudited interim results for the six-month period ended 30
September 2022.
Net liabilities were GBP85.7 million as at 30 September 2022,
compared to GBP46.8 million as at 31 March 2022 and net assets of
GBP72.1 million as at 30 September 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
consideration 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 liabilities.
The first half of the fiscal year was dominated by discussions
and due diligence around the sale of both Indian Energy Limited
("IEL") and DLI. Both assets have interest from multiple buyers and
further announcements will be made as and when appropriate.
Company liquidity and financing
As at 30 September 2022, the Group had gross cash resources of
GBP3.0 million (GBP0.3 million as at 31 March 2022; GBP2.0 million
as at 30 September 2021).
On 31 August, IIP announced that the term loan provided by IIP
Bridge Facility was increased by US$6 million to meet urgent
operational overheads at DLI as well as Group working capital
needs.
As announced in the Group's Annual Results published 21 December
2022, the Board have 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, although AVSR Constructions, who have unconditionally
agreed to purchase IEL, has requested some additional time.
Consequently, 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 and
due diligence in underway.
The Company's creditors remain supportive, and it is expected
the consideration due to the Company from the anticipated sale of
IEL will be partially utilised towards settlement of such
creditors.
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.
Tom Tribone & Sonny Lulla
20 December 2022
Consolidated Statement of Comprehensive Income
for the period ended 30 September 2022
(Audited)
(Unaudited) (Unaudited) Year
6 months 6 months ended
ended ended 31 March
30 September 30 September
2022 2021 2022
Continuing operations Note GBP'000 GBP'000 GBP'000
Movement in fair value on investments
at fair value through profit or
loss 11 - 661 (2,202)
Foreign exchange (loss)/ gain (40,832) (4,566) (9,839)
Asset management and valuation
services 9 (2,760) (2,962) (5,520)
Other administration fees and expenses 8 (1,006) (2,840) (3,246)
-----------
Operating loss (44,598) (9,707) (20,807)
--------------- --------------- -----------
Finance costs 16 (17,612) (11,451) (27,617)
-----------
Loss before taxation (62,210) (21,158) (48,424)
--------------- --------------- -----------
Taxation - - -
--------------- --------------- -----------
Loss for the period (62,210) (21,158) (48,424)
--------------- --------------- -----------
Other comprehensive income - - -
--------------- --------------- -----------
Total comprehensive loss - continuing
operations (62,210) (21,158) (48,424)
--------------- --------------- -----------
Total comprehensive income/(loss)
- discontinued operations 23,234 - (91,601)
Total comprehensive loss (38,976) (21,158) (140,025)
Basic and diluted loss per share
(pence) 10 (5.72)p (3.10)p (21.54)p
--------------- --------------- -----------
The accompanying notes form an integral part of the financial
statements.
Consolidated Statement of Financial Position
as at 30 September 2022
(Audited)
(Unaudited) Year
(Unaudited) 6 months ended
6 months
ended ended 31 March
30 September 30 September
2022 2021 2022
Note GBP'000 GBP'000 GBP'000
Non-current assets
Investments at fair value through
profit or loss 11 18,537 263,120 18,537
Property, Plant and Equipment - 6,140 -
--------------- --------------- -----------
Total non-current assets 18,537 269,260 18,537
--------------- --------------- -----------
Current assets
Debtors and prepayments 55 203 229
Cash and cash equivalents 3,032 2,006 347
Assets held for sale 12 181,747 - 156,474
--------------- --------------- -----------
Total current assets 184,834 2,209 157,050
--------------- --------------- -----------
Total assets 203,371 271,469 175,587
--------------- --------------- -----------
Current liabilities
Trade and other payables (6,291) (1,857) (3,129)
Total current liabilities (6,291) (1,857) (3,129)
--------------- --------------- -----------
Long term liabilities
Loans and borrowings 16 (282,828) (197,517) (219,230)
--------------- --------------- -----------
Total long-term liabilities (282,828) (197,517) (219,230)
--------------- --------------- -----------
Total liabilities (289,119) (199,374) (222,359)
--------------- --------------- -----------
Net assets (85,748) 72,095 (46,772)
--------------- --------------- -----------
Equity
Ordinary shares 6,821 6,821 6,821
Share premium 13 282,808 282,808 282,808
Retained earnings 13 (375,377) (217,534) (336,401)
--------------- --------------- -----------
Total equity (85,748) 72,095 (46,772)
--------------- --------------- -----------
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 Cash Flows
for the period ended 30 September 2022
(Audited)
(Unaudited) Year
(Unaudited) 6 months ended
6 months
ended ended 31 March
30 September 30 September
2022 2021 2022
Note GBP'000 GBP'000 GBP'000
Cash flows from operating activities
(Loss)/profit for the period (38,976) (21,158) (140,025)
Adjustments:
Movement in fair value on investments
at FV through profit or loss 11 - (661) 2,202
Finance costs 16 17,612 11,451 27,617
Foreign exchange loss 40,832 4,566 9,839
19,468 (5,802) (100,367)
Increase/(decrease) in creditors
and accruals 3,162 (50) 1,416
Decrease/(increase) in debtors
and prepayments 174 144 (76)
--------------- --------------- -----------
Net cash generated from/ (utilised
by) operating activities - continuing
operations 22,804 (5,708) (99,027)
Net cash (utilised by)/generated
from operating activities - discontinued
operations 12 (23,234) - 91,601
--------------- --------------- -----------
Net cash utilised by operating
activities (430) (5,708) (7,426)
--------------- --------------- -----------
Cash flows from investing activities
Purchase of investments - (3,223) -
Purchase of Fixed Assets - (2,533) -
--------------- --------------- -----------
Cash utilised by investing activities
- continuing operations - (5,756) -
Cash utilised by investing activities
- discontinued operations 12 (2,039) - (5,971)
--------------- --------------- -----------
Cash utilised by investing activities (2,039) (5,756) (5,971)
--------------- --------------- -----------
Cash flows from financing activities
Loans advanced 5,162 - -
Net cash generated from financing
activities 5,162 - -
--------------- --------------- -----------
Increase/(decrease) in cash and
cash equivalents 2,693 (11,464) (13,397)
Cash and cash equivalents at the
beginning of the period 347 13,656 13,656
Effect of exchange rate fluctuations
on cash held (8) (186) 88
--------------- --------------- -----------
Cash and cash equivalents at the
end of the period 3,032 2,006 347
--------------- --------------- -----------
The accompanying notes form an integral part of the financial
statements.
Selected notes to the interim consolidated financial
statements
for the six months ended 30 September 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.
The Company has no employees.
2. Basis of Preparation
These condensed consolidated interim financial statements for
the six-month period ended 30 June 2022 have been prepared in a
form consistent with that which will be adopted in the Group's
annual accounts having regard to the accounting standards
applicable to such annual accounts namely International Financial
Reporting Standards ('IFRS') and should be read in conjunction with
the Group's last annual consolidated financial statements as at and
for the year ended 31 March 2022 ('last annual financial
statements'). They do not include all of the information required
for a complete set of financial statements prepared in accordance
with IFRS Standards. However, selected explanatory notes are
included to explain events and transactions that are significant to
an understanding of the changes in the Group's financial position
and performance since the last annual financial statement.
These interim consolidated financial statements were approved by
the Board of Directors on 20 December 2022.
3. Going Concern
As disclosed within the 31 March 2022 consolidated financial
statements, the Board has concluded that the Group cannot be
considered a going concern and as a result a basis other than that
of going concern has been adopted. The investments holdings in DLI
and IEL have been moved to available for sale and carried at the
expected realisable amounts as per IFRS 5. Other than this, there
is no impact to the financial information as result of changing to
this basis as investments were already being carried at realisable
amounts .
The financial statements do not include any provision for the
future costs of except to the extent that such costs were committed
at the end of the reporting period.
4. Basis of consolidation
The consolidated financial statements incorporate the financial
statements of the Company and entities controlled by the Company
(its subsidiaries and subsidiary undertakings). Control is achieved
where the Company has power over an investee, exposure or rights to
variable returns and the ability to exert power to affect those
returns.
The results of subsidiaries acquired or disposed of during the
year are included in the consolidated Statement of Comprehensive
Income from the effective date of acquisition or up to the
effective date of disposal, as appropriate.
Where necessary, adjustments are made to the financial
statements of subsidiaries to bring the accounting policies used
into line with those used by the Group. All intra-group
transactions, balances, income and expenses are eliminated on
consolidation.
The Directors consider the Company to be an investment entity as
defined by IFRS 10 Consolidated Financial Statements as it meets
the following criteria as determined by the accounting
standard;
-- Obtains funds from one or more investors for the purpose of
providing those investors with investment management services;
-- Commits to its investors that its business purpose is to
invest funds solely for returns from capital appreciation,
investment income or both; and
-- Measures and evaluates the performance of substantially all
of its investments on a fair value basis.
As an investment entity under the terms of the amendments to
IFRS 10 Consolidated Financial Statements, the Company is not
permitted to consolidate its controlled portfolio entities.
5. Significant accounting policies
The accounting policies applied by the Group in these interim
consolidated financial statements are the same as those applied by
the Group in its consolidated financial statements as at and for
the year ended 31 March 2022.
6. Critical accounting estimates and assumptions
T he preparation of interim financial statements requires
management to make judgements, estimates and assumptions that
affect the application of accounting policies and the reported
amounts of assets and liabilities, income and expense.
Actual results may differ from these estimates. In preparing
these interim consolidated financial statements, the significant
judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were the
same as those that applied to the consolidated financial statements
as at and for the year ended 31 March 2022.
During the six months ended 30 September 2022 management
reassessed its estimates in respect of:
Valuation of financial instruments
The Group holds investments in several unquoted Indian
infrastructure companies. The Directors' valuations of these
investments, as shown in note 11 and note 12, are based on a
discounted cash flow methodology or recent transaction prices,
prepared by the Company's Asset Manager (Franklin Park Management).
The valuations are inherently uncertain and realisable values may
be significantly different from the carrying values in the
financial statements.
The methodology is principally based on company-generated cash
flow forecasts and observable market data on interest rates and
equity returns. The discount rates are determined by market
observable risk free rates plus a risk premium which is based on
the phase of the project concerned.
7. Financial risk management policies
The Group's financial risk management objectives and policies
are consistent with those disclosed in the consolidated financial
statements as at and for the year ended 31 March 2022.
8. Other administration fees and expenses
6 months 6 months Year ended
ended ended 31 March
30 September 30 September 2022
2022 2021
GBP'000 GBP'000 GBP'000
Audit fees 51 46 82
Legal fees 534 253 310
Corporate advisory fees 75 79 147
Other professional costs 84 2,173 2,323
Administration fees 82 101 216
Directors' fees 88 53 119
Insurance costs 6 5 5
Travel and entertaining - - -
Other costs 86 130 44
-------------- -------------- -----------
1,006 2,840 3,246
-------------- -------------- -----------
9. Investment management, advisory and valuation fees
On 14 September 2016, the Company entered into a revised and
restated management, valuation and portfolio services agreement
(the "New Management Agreement") with Franklin Park Management, LLC
("Franklin Park" or the "Asset Manager"), the Company's existing
asset manager, to effect a reduction in annual cash fees payable by
IIP to the Asset Manager as at that time. The other terms of the
New Management Agreement are 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 was issued
with 605,716 new ordinary shares in the Company annually (the "Fee
Shares"). The Fee Shares were 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 including the accrued Fee Shares and consulting fees for
the period ended 30 September 2022 were GBP2,760,000 (30 September
2021: GBP2,962,000).
10. Basic and diluted earnings per share
Basic earnings/(loss) per share are calculated by dividing the
loss attributable to shareholders by the weighted average number of
ordinary shares outstanding during the year.
Group Group Group
30 September 30 September 31 March
2022 2021 2022
Loss for the period (GBP thousands) (38,976) (21,158) (140,025)
Weighted average number of shares
(thousands) 681,882 681,882 681,882
------------- ------------- ----------
Basic and diluted loss per share
(pence) (5.72)p (3.10)p (21.54)p
------------- ------------- ----------
There is no difference between basic and diluted earnings/(loss)
per share.
11. Investments - designated at fair value through profit or
loss
Investments, consisting of unlisted equity securities, are
recorded at fair value as follows:
SMH IHDC Total
GBP'000 GBP'000 GBP'000
Balance at 1 April 2022 - 18,537 18,537
Additions - - -
Fair value adjustment - - -
--------- -------- --------
Balance as at 30 September 2022 - 18,537 18,537
--------- -------- --------
(i) Shree Maheshwar Hydel Power Corporation Ltd ("SMH")
(ii) India Hydropower Development Company LLC ("IHDC")
As noted in the 31 March 2022 financial statements, it is
assumed that SMH has no contribution to IIP's valuation.
The investments in IHDC has been fair valued by the Directors as
at 31 March 2022 using discounted cash flow techniques, as
described in note 6. The discount rate adopted for the investments
is the risk free rate (based on the Indian government 10-year bond
yields) plus a risk premium of 2.67% for IHDC (2021: 3.02%)
All the investments valued using discounted cash flow techniques
are inherently difficult to value due to the individual nature of
each investment and as a result, valuations may be subject to
substantial uncertainty. There is no assurance that the estimates
resulting from the valuation process will reflect the actual sales
price even where such sales occur shortly after the valuation
date.
12. Assets held for sale
DLI Disposal DLI Disposal DLI Disposal
Group Group Group
GBP'000 GBP'000 GBP'000
Balance at 1 April 2022 150,974 5,500 156,474
Additions 2,039 - 2,039
Fair value adjustment 23,234 - 23,234
------------- ------------- -------------
Balance as at 30 September 2022 176,247 5,500 181,747
------------- ------------- -------------
The disposal groups are made up of the following:
DLI Disposal DLI Disposal DLI Disposal
Group Group Group
GBP'000 GBP'000 GBP'000
Investments 170,107 5,500 175,607
Property, plant and equipment 6,140 - 6,140
Total 176,247 5,500 181,747
------------- ------------- -------------
13. Share capital and share premium
No. of shares Share capital Share premium
Ordinary
shares
of GBP0.01 GBP'000 GBP'000
each
Balance at 30 September 2022 682,084,189 6,821 282,808
-------------- -------------- --------------
As detailed in note 9, the Asset Manager was entitled 605,716
new ordinary shares in the Company annually (the "Fee Shares"). The
Fee Shares were 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.
14. Net asset value per share
The NAV per share is calculated by dividing the net assets
attributable to the equity holders at the end of the period by the
number of shares in issue.
Group Group Group
30 September 30 September 31 March
2022 2021 2022
Net assets (GBP'000) (85,748) 72,095 (47,772)
Number of shares in issue 682,084,189 682,084,189 682,084,189
------------- ------------- ------------
NAV per share (pence) 0.0p 10.6p 0.0p
------------- ------------- ------------
15. Group entities
Since incorporation, for efficient portfolio management
purposes, the Company has established or acquired the following
subsidiary companies, with certain companies being consolidated and
others held at fair value through profit or loss in line with the
Amendments to IFRS 10 Consolidated Financial Statements :
Consolidated subsidiaries Country 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%
16. Loans and borrowings
Capital Interest Total
GBP'000 GBP'000 GBP'000
Balance as at 1 April 2022 176,732 42,498 219,230
Interest charge for the period - 17,612 17,612
Capitalised loan interest 7,263 (7,263) -
Increase in Loan 5,163 - 5,163
Foreign currency (gain)/loss 32,723 8,100 40,823
Balance as at 30 September 2022 221,881 60,947 282,828
-------- --------- --------
The Group has three fully drawn facilities. A working capital
facility provided to the Company by GGIC Ltd. ("GGIC") (the
"Working Capital Loan"); an unsecured bridging loan facility
provided to the Company by Cedar Valley Financial (the "Bridging
Loan"); and a secured term loan provided to IIP's wholly owned
Mauritian subsidiary, Infrastructure India Holdco, by IIP Bridge
Facility LLC (the "IIP Bridge Facility").
The Working Capital Loan was provided to the Company 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 originally
carried an interest rate of 7.5% per annum on its principal amount.
From 1 April 2019, the loan carries an interest rate of 15% per
annum and matures on 30 June 2023.
The Bridging Loan was provided to the Company in June 2017 by
Cedar Valley Financial in an amount of US$8.0 million and was
subsequently increased in multiple tranches to US$64.1 million in
March 2019. The Bridging Loan originally carried an interest rate
of 12% per annum on its principal. From 1 April 2019, the loan
carries an interest rate of 15% per annum and matures on 30 June
2023.
The IIP Bridge Facility LLC 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
$7.5 million was used to repay the Bridging Loan in accordance with
its terms. The IIP Bridge Facility is a secured four-year term
loan. The loan accrues interest daily in a manner that yields a 15%
IRR to the Lender and matures on 1 April 2023.
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.
17. Related party transactions
Management services and Directors' fees
Franklin Park Management LLC ("FPM") is beneficially owned by
certain Directors of the Company, namely Messrs Tribone, Lulla and
Venerus, and receives fees in its capacity as Asset Manager as
described in note 9.
Loans and borrowings
See note 16 regarding loans from GGIC and Cedar Valley
Financial, including interest charged in the year and accrued at
the year-end.
18. Subsequent events
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
19. Market Abuse Regulation (MAR) Disclosure
Certain information contained in this announcement would have
been deemed inside information for the purposes of Article 7 of
Regulation (EU) No 596/2014 until the release of this
announcement.
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IR BRBDDLUDDGDG
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