Infra.india Regulatory News (IIP)

19 December 2023

Infrastructure India plc

("IIP", the "Company" and together with its subsidiaries the "Group")

Update on Annual Report, Interim Results and Investment Disposals

Infrastructure India plc, an AIM quoted infrastructure fund investing directly into assets in India, provides the following update regarding the publication of its audited annual report and financial statements for the year ended 31 March 2023 ("2023 Annual Report), the publication of its unaudited interim accounts for the six months ended 30 September 2023 ("2023 Interims"), the 2023 annual general meeting ("AGM") and an update on the disposals of the Company's Distribution Logistics Infrastructure Private Limited ("DLI") and Indian Energy Limited ("IEL") interests.

Update on the publication of accounts

The Company notified on 25 September 2023 that it would not be in a position to publish the 2023 Annual Report by 30 September 2023, as required by Rule 19 of the AIM Rules for Companies (the "AIM Rules"), which sets publication of the 2023 Annual Report within 6 months of the year end.

The Company announced on 6 September 2023 the conditional sale of the Group's interest in 99.99% of DLI to Pristine Malwa Logistics Park Private Limited ("Pristine Malwa"), in consideration for which DLI will receive a cash payment of approximately US$10 million on closing, and up to 33% of Pristine Malwa's issued share capital, subject to customary adjustments based on the net current assets and indebtedness of DLI on the closing date (the "DLI Transaction"). Pristine Malwa is the parent company and c. 95% shareholder of Sical Logistics Limited ("Sical"), a company listed on the India's National Stock Exchange and the BSE (formerly named the Bombay Stock Exchange).

Following the DLI Transaction announcement and during a stage in the audit process for the 2023 Annual Report, the Company was advised that certain disclosures in the 2023 Annual Report in relation to the valuation of its interest in DLI, required to comply with IFRS disclosure obligations, were unable to be published at that time due to certain Securities and Exchange Board of India (SEBI) restrictions linked to the DLI Transaction, and consequently the audit could not be completed prior to 30 September 2023. Accordingly, the Company's ordinary shares were suspended from trading on AIM with effect from 2 October 2023. This temporary suspension will be lifted once the 2023 Annual Report has been published.

The Company updates that it expects to be in a position to complete the audit and to publish its 2023 Annual Report within the first calendar quarter of 2024.

In light of the above, the Company will not be in a position to publish its 2023 Interims by 31 December 2023, but expects to be in a position to publish to 2023 Interims immediately after publishing the 2023 Annual Report.

Annual General Meeting

With the 2023 Annual Report now being published in early 2024, IIP is unable to hold an annual general meeting ("AGM") in 2023. 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. With the revised publication of the Annual Report, IIP currently expects to convene an AGM in the first calendar quarter of 2024.

Update on disposals

The DLI Transaction allows the Company to remain invested in the Indian logistics sector through its substantial interest in the Merged Group and is expected to realise enhanced value for the Company's shareholders at the time of exit, which is contemplated to be within 24 to 36 months from the date of closing of the DLI Transaction. It also allows the Company to retain a significant indirect interest in DLI, whilst also benefitting from asset diversification through its significant interest in Pristine Malwa and, indirectly, Sical. In addition, the Board expects that by DLI being part of a larger group, it will benefit from economies of scale.

Both DLI and Pristine Malwa are working diligently towards completion. Certain complex issues, which have delayed the initial expected close, are nearing resolution. IIP currently expects to complete the transaction prior to 15 January 2024.

In relation to IEL, the closing of the sale announced on 4 April 2023 to FA Power Renewables Private Limited, which was initially delayed due to regulatory matters, is now nearing finalisation based on the net current assets position, which would allow the final adjustments to be agreed and the transaction to be completed.

The Board looks forward to providing shareholders with further updates, as appropriate, in due course.

The information contained within this announcement is deemed by the Company to constitute inside information as stipulated under the Market Abuse Regulation (EU) No. 596/2014 as it forms part of United Kingdom domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.

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