Infrastructure India : IIP – Cancellation Circular

THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. If you are in any doubt about the contents of this Document or as to the action you should take, you are recommended to seek advice from your solicitor, accountant or other independent financial adviser authorised under the Financial Services and Markets Act 2000 (as amended) if you are in the United Kingdom or, if not, by another appropriately authorised independent financial adviser.

If you sell or transfer or have sold or transferred all of your Ordinary Shares, please forward this Document as soon as possible to the purchaser or transferee or to the bank, stockbroker or other agent through or to whom the sale or transfer was effected for onward transmission to the purchaser or transferee. If you sell or have sold or otherwise transferred only part of your holding of Ordinary Shares, please consult the bank, stockbroker or other agent through whom the sale or transfer was effected as to the action you should take.

The release, publication or distribution of this Document in, into or from jurisdictions other than the United Kingdom may be restricted by the laws of those jurisdictions and therefore persons into whose possession this Document comes should inform themselves about, and observe, such restrictions. Any failure to comply with the restrictions may constitute a violation of the securities laws of any such jurisdiction. This Document does not constitute an offer to sell or issue, nor the solicitation of an offer to buy or subscribe for, shares in any jurisdiction in which such offer or solicitation is unlawful.

INFRASTRUCTURE INDIA PLC

(Incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with number 002457V)

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Duration of the Company

and

Notice of Annual General Meeting

The Directors, whose names appear in Part I of this Document, accept responsibility, collectively and individually, for the information contained in this Document. To the best of the knowledge and belief of each of the Directors (who have all taken reasonable care to ensure that such is the case), the information contained in this Document is in accordance with the facts and does not omit anything likely to affect the import of such information.

This Document should be read in its entirety. Your attention is drawn to the letter from the Chairman of the Company set out in Part I of this Document, which includes a recommendation of the Directors that you vote in favour of the Resolutions to be proposed at the AGM referred to below.

A notice convening an Annual General Meeting of the Company to be held at 55 Athol Street, Douglas, Isle of Man IM1 1LA at 10.00 a.m. on 26 June 2024 is set out at the end of this document. A Form of Proxy for use at the AGM is enclosed.

Whether or not you intend to attend the AGM in person, please complete, sign and return the accompanying Form of Proxy in accordance with the instructions printed on it as soon as possible but, in any event, so as to be received by FIM Capital Limited, 55 Athol Street, Douglas, Isle of Man IM1 1LA no later than 10.00 a.m. on 24 June 2024, being 48 hours before the time appointed for the holding of the AGM. Completion and posting of the Form of Proxy will not prevent you from attending and voting in person at the AGM if you wish to do so. The appointment of a proxy will not preclude Shareholders from attending and voting at the AGM in person should they so wish.

This document contains forward-looking statements which are subject to assumptions, risks and uncertainties. Although the Company believes that the expectations reflected in these forward-looking statements are reasonable, there can be no assurance that these expectations will prove to have been correct. Because these

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statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by those forward-looking statements. Each forward-looking statement is correct only as of the date of the particular statement. The Company does not undertake any obligation publicly to update or revise any forward- looking statement as a result of new information, future events or other information, save as required by applicable law or regulation.

If you have any questions relating to this document, the AGM or the completion or return of the Form of Proxy, please telephone FIM Capital between 9.00 a.m. and 5.00 p.m. (Isle of Man time) Monday to Friday (except Isle of Man public holidays) on 01624 604 790 or, if calling from outside the United Kingdom, [phone]. FIM Capital cannot provide advice on the merits of the Proposed Financing nor give any financial, legal or tax advice.

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CONTENTS

	Page
Directors, Company Secretary and Advisers	4
Expected Timetable of Principal Events	5
Definitions	6
Part I: Letter From the Chairman of Infrastructure India Plc	8
Part II: The Takeover Code	14
Part III Notice of Annual General Meeting	18

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DIRECTORS, COMPANY SECRETARY AND ADVISERS

Registered Office

55 Athol Street

Douglas

Isle of Man

IM1 1LA

Directors

Tom Tribone (Chairman)

Rahul Sonny Lulla

Graham Smith

Robert Venerus

Madras Seshamani Ramachandran

Company Secretary

Grainne Devlin

Administrator 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)

Strand Hanson Limited

26 Mount Row

Mayfair

London

W1K 3SQ

United Kingdom

Broker

Singer Capital Markets Limited

One Bartholomew Lane

London

EC2N 2AX

United Kingdom

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EXPECTED TIMETABLE OF PRINCIPAL EVENTS
Event	Time and/or date(1)(2)
Announcement of the proposed Cancellation	3 June 2024
Publication and posting of this Document	3 June 2024
Latest time for receipt of proxy appointments in respect of the AGM	10.00 a.m. on 24 June 2024
Annual General Meeting	10.00 a.m. on 26 June 2024
Last day of dealings in Ordinary Shares on AIM	3 July 2024
Cancellation becomes effective	7.00 a.m. on 4 July 2024

Notes:

1. All of the times referred to in this Document refer to London time, unless otherwise stated.
2. Each of the times and dates in the above timetable is subject to change. If any of the above times and/or dates change, the revised times and dates will be notified to Shareholders by an announcement through a Regulatory Information Service.

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DEFINITIONS

The following words and expressions shall have the following meanings in this document unless the context otherwise requires:

'AGM' or 'Annual General

Meeting'

'AIM' 'AIM Rules'

'Announcement'

'Articles'

'Board' or 'Directors'

'Business Day'

'certificated' or 'in certificated form'

'Cancellation'

'Cancellation Resolution' 'Circular' or 'Document' 'Company' or 'IIP'

'CREST'

'CREST Regulations'

'DLI'

'DLII'

'Duration Resolution'

'FIM Capital'

'Form of Proxy'

'Group'

the annual general meeting of the Shareholders, notice of which is set out at the end of this document

AIM, the market operated by the London Stock Exchange

The AIM Rules for Companies, as published by the London Stock Exchange from time to time

the Company's announcement relating to the contents of this Circular, dated 3 June 2024

the articles of association of the Company

the directors of the Company, whose names are set out on the first page of the Letter from the Chairman on page 8

any day which is not a Saturday, Sunday or public holiday) on which banks are open for business in the City of London

a share or other security which is not in uncertificated form

the proposed cancellation of the admission to trading on AIM of the Ordinary Shares, in accordance with Rule 41 of the AIM Rules, subject to passing of the Cancellation Resolution

Resolution 9 to be proposed at the AGM the circular dated 3 June 2024

Infrastructure India plc, a company incorporated and registered in the Isle of Man under the Isle of Man Companies Act 2006 with number 002457V and having its registered office at 55 Athol Street, Douglas, Isle of Man, IM1 1LA

the computerised settlement system to facilitate transfer of title to or interests in securities in uncertificated form operated by Euroclear UK & Ireland Limited

the Uncertificated Securities Regulations 2001 (SI2001/3755), as amended from time to time, including any provisions of or under the Isle of Man Laws which alter or replace such regulations

Distribution Logistics Infrastructure Private Limited, a company incorporated in India and which is a 99.99% owned subsidiary of

DLII

Distribution and Logistics Infrastructure India, a company incorporated in Mauritius and which is a wholly-owned subsidiary

of IIH

Resolution 8 to be proposed at the AGM FIM Capital Limited

the form of proxy for use at the AGM, which accompanies this document

the Company, its subsidiaries and entities in which it has a beneficial interest

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'IEL'	Indian Energy (Mauritius) Limited, a company incorporated in
	Mauritius and which is a wholly-owned by the Group
'IIH'	Infrastructure India Holdco, a company incorporated in Mauritius
	and which is a wholly-owned subsidiary of IIP
'London Stock Exchange'	London Stock Exchange plc
'Notice of AGM'	the notice of annual general meeting, included within this
	Document
'Ordinary Shares'	ordinary shares of 1p each in the capital of the Company
'Panel'	the UK Panel on Takeovers and Mergers
'Regulatory Information Service'	has the meaning given to it in the AIM Rules for any of the services
	approved by the London Stock Exchange for the distribution of
	AIM announcements and included within the list maintained on
	the website of the London Stock Exchange
'Resolutions'	The resolutions to be proposed at the AGM, as set out in the
	Notice of Annual General Meeting, including the Cancellation and
	Duration Resolutions
'Shareholders'	holders of Ordinary Shares
'Takeover Code' or the 'Code'	the City Code on Takeovers and Mergers
'UK' or 'United Kingdom'	the United Kingdom of Great Britain and Northern Ireland
'UK MAR'	Regulation (EU) (No 596/2014) of the European Parliament and of
	the Council of 16 April 2014 on market abuse to the extent that it
	forms part of the domestic law of the United Kingdom including
	by virtue of the European Union (Withdrawal) Act 2018 (as
	amended by virtue of the European Union (Withdrawal
	Agreement) Act 2020)
'uncertificated' or 'in	a share or security recorded in the Company's register of
uncertificated form'	members as being held in uncertificated form, title to which may
	be transferred by means of CREST (subject to BVI law
	requirements)
'US'	The United States of America

A reference to "£" or "GBP" is to pounds sterling, being the lawful currency of the UK.

A reference to "$" or "USD" is to US dollars, being the lawful currency of the US.

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PART I

LETTER FROM CHAIRMAN OF INFRASTRUCTURE INDIA PLC

3 June 2024

Dear Shareholder,

Proposed cancellation of admission of Ordinary Shares to trading on AIM

Duration of the Company

and

Notice of Annual General Meeting

INTRODUCTION

The Company announced on 27 March 2024 when issuing its interim results to 30 September 2023 that an orderly winding up of the Group was to be proposed at the AGM, together with a proposal to cancel the admission of the Ordinary Shares to trading on AIM.

At the AGM, notice of which is set out on page 18 of this Document, the Duration Resolution will be put to shareholders which, if passed, will allow the Directors to formulate proposals to be put to the members of the Company for the proposed orderly winding up of the Group.

Furthermore, the Directors have concluded that it is in the best interests of the Company and its Shareholders to cancel the admission of the Ordinary Shares to trading on AIM. Pursuant to Rule 41 of the AIM Rules, the Cancellation is conditional on the approval of not less than 75 per cent. of those votes cast by Shareholders (whether present in person, by corporate representative or by proxy) at the AGM.

It should be noted that GGIC IIP Holdings Limited and its affiliates, as beneficial owners of approximately 75.4 per cent. of the Company's voting share capital, is entitled to vote on the Cancellation resolution.

The purpose of the Circular is to provide notice of the AGM, seeking Shareholders' approval for the orderly winding up of the Group and Cancellation, to provide information on the background to and reasons for the proposals (including Cancellation), to explain the consequences of the Cancellation and provide reasons why the Directors unanimously consider the Cancellation to be in the best interests of the Company and its Shareholders as a whole.

The Notice of the AGM is set out in Part III of this document.

BACKGROUND TO AND REASONS FOR THE CANCELLATION

The Company's assets, other than India Hydropower Development Company ("IHDC"), have been held for sale in the Company Accounts for the past two years. The Company is progressing its strategy for the disposal of the remaining portfolio of assets, as more fully described below, and are proposing an orderly winding up of the Company.

In light of this, the Directors have conducted a review of the benefits and drawbacks to the Company and its Shareholders of remaining admitted to trading on AIM and believe that the Cancellation is in the best interests of the Company and the Shareholders as a whole. In reaching this conclusion the Directors have considered the following key factors:

• the proposed investment objective of the Company is to realise its remaining investments in an orderly fashion. The Board is committed to this objective and will continue to implement this process should the Cancellation become effective;

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• conducting transactions without the burden of disclosure will improve the Company's negotiating position;
• the considerable costs and legal and regulatory requirements associated with maintaining the admission of the Ordinary Shares to trading on AIM are, in the Director's opinion, now disproportionate to the benefits to the Company and are not conducive to maximising distributions to Shareholders;
• the Company needs to ensure that its existing cash reserves will last as long as possible given the current uncertainty to the exit plans for its three remaining investments and reducing the operating costs by implementing the Cancellation will extend the time over which the current cash reserves can be expected to last and preserving cash should enable the best possible exit prices to be negotiated for the remaining investments as it will avoid the situation where potential purchasers reduce their offer prices in the anticipation that the Company has insufficient cash to allow it time to seek other purchase offers;
• the continued quotation on AIM is unlikely to provide the Company with significantly wider access to capital; and
• the Directors believe that the low levels of turnover in the Ordinary Shares on the AIM market indicate that few Shareholders have wanted to trade their Ordinary Shares whilst they await the results of announced sales of the Company's investments.

A summary of the Company's remaining investments and their disposal plans is set out further below.

THE COMPANY'S REMAINING INVESTMENTS AND THEIR DISPOSAL PLANS

Distribution Logistics Infrastructure Private Limited

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.

The Group has received preliminary terms for the sale of DLI from a third party. The last published valuation of DLI was £78.9 million as at 30 September 2023.

India Hydropower Development Company

IHDC develops, owns and operates small hydropower projects, and is 50% owned by the Group. The IHDC portfolio has installed capacity of approximately 74 MW across seven projects - Bhandardara Power House I, Bhandardara Power House 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.

The last published valuation for the Group's interest in IHDC was £17.4 million as at 30 September 2023. Following the proposed Cancellation, the Company intends to commence a sale process.

Indian Energy (Mauritius) Limited

IEL is an independent power producer that owns and operates wind farms at two sites in the states of Karnataka and Tamil Nadu, with 41.3 MW of installed capacity.

In April 2023 the Group entered into a conditional agreement ("SPA") for the sale of IEL to FA Power Renewables Private Limited ("FA Power"). The total cash consideration for IEL was approximately $4.4 million. On 27 May 2024, IIP terminated the SPA due to breach of contract by FA Power, who had failed to pay the full consideration for IEL.

IEL is currently in discussion with other potential buyers. The last published valuation for IEL was $4.3 million as at 30 September 2023.

DEBT FACILITIES

The Company had net liabilities of £217.4 million as at 30 September 2023.

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The Company has certain secured and unsecured debt facilities, comprising the term loan provided by IIP Bridge Facility LLC (the "Term Loan"), the working capital loan provided by GGIC, Ltd. (the "Working Capital Loan") and the bridging loan provided by Cedar Valley Financial (the "Bridging Loan" and, together with the Term Loan and the Working Capital Loan, the "Debt Facilities").

On 7 May 2024, IIP notified the extension of the maturity date for the Debt Facilities to 15 July 2024.

The Term Loan is a US$121.5 million principal secured facility provided to IIP's wholly owned Mauritian subsidiary, Infrastructure India Holdco, originally announced in April 2019. The loan carries an interest rate of 15% per annum, calculated in a manner that yields a 15% IRR for the lender and is secured on all assets of Infrastructure India Holdco, including 100% of the issued share capital of Distribution Logistics Infrastructure India, DLI's parent company. The amount of interest accrued as at 7 May 2024 was approximately US$100 million.

The unsecured Working Capital loan was originally provided to the Group in April 2013 by GGIC, Ltd. 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, Ltd. agreed to increase its interest rate to 15% per annum from 1 April 2019. The amount of interest accrued as at 7 May 2024 was approximately US$32 million.

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 amount. The Group and Cedar Valley Financial previously agreed to increase its interest rate to 15% per annum from 1 April 2019. The amount of interest accrued as at 7 May 2024 was approximately US$66 million.

PROCESS FOR THE CANCELLATION

The Directors are aware that certain Shareholders may be unable or unwilling to hold Ordinary Shares if the Cancellation is approved and becomes effective. Such Shareholders should consider selling their interests in the market prior to the Cancellation becoming effective.

Under the AIM Rules, the Company is required to give at least 20 clear Business Days' notice of Cancellation. Additionally, Cancellation will not take effect until at least five clear Business Days have passed following the passing of the Cancellation Resolution.

Additionally, under the AIM Rules, it is a requirement that the Cancellation must be approved by not less than 75 per cent. of votes cast by Shareholders in general meeting, being in this instance the AGM. Accordingly, the Notice of AGM set out at the end of this document contains, inter alia, a resolution of the Shareholders to approve the Cancellation.

Furthermore, Rule 41 of the AIM Rules requires any AIM company that wishes the London Stock Exchange to cancel the admission of its shares to trading on AIM to notify Shareholders and to separately inform the London Stock Exchange of its preferred cancellation date at least 20 clear Business Days prior to such date. In accordance with AIM Rule 41, the Company's intention, subject to the Resolutions being passed at the General Meeting, is to seek the cancellation the admission of the Company's Ordinary Shares to trading on AIM with effect from 7.00 a.m. on 4 July 2024.

Accordingly, if the Cancellation Resolution is passed, the last day of dealings in Ordinary Shares on AIM is expected to be 3 July 2024 and the Cancellation would take effect at 7.00 a.m. on 4 July 2024. If the Cancellation becomes effective, Strand Hanson Limited will cease to be the Nominated Adviser of the Company and the Company will no longer be required to comply with the AIM Rules.

If the Cancellation Resolution is not approved at the General Meeting and Cancellation does not become effective, the admission of the Ordinary Shares to trading on AIM will be maintained and the Company's investment objective will be to continue with the orderly disposal of its remaining investments as an AIM-quoted

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