REG - Mercantile Ports&Log - Full Year Results
29/06/2023 14:30
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RNS Number : 4246E Mercantile Ports & Logistics Ltd 29 June 2023
29 June 2023
Mercantile Ports & Logistics Limited
("MPL" or the "Company")
Full Year Results
Mercantile Ports & Logistics Limited (AIM: MPL) which is operating and
continuing to develop a port and logistics facility in Navi Mumbai,
Maharashtra, India, is pleased to announce its preliminary results for the
year ended 31 December 2022.
Chairman's Statement
2022 was the first full year of uninterrupted operation for Karanja Port. The
coal jetty handled almost 1.0 Mn MT of coal, Memorandum of Undertakings
("MOUs") with JM Baxi and new contracts were also signed.
Revenue achieved during the year 2022 was £4.8 Mn. That momentum has
continued with Q1 CY2023 revenue being £1.6 Mn, a more than double the £0.77
Mn for Q1 of 2022.
Dry bulk traffic is a fundamental foundation for facilitating infrastructure
development in the region. Karanja Port is well positioned to attract this
bulk cargo.
We were proud of our performance for our first customer, Tata Daewoo,
throughout the year. Tata Daewoo will shortly deliver the last few blocks of
the Mumbai Trans Harbour Link, which has been constructed at the Facility. We
were proud to have played our part in this achievement, but can also, look
forward to using the concrete paved land being vacated by them in the next few
months, which will be utilised for our container business operations. This 25
acre reinforced concreted land parcel can handle a throughput of almost 0.4 Mn
TEUs per annum. We expect to achieve this throughput within 7 years, with
there being a significant shift in the revenue mix from bulk cargo to
container cargo.
The Company enhanced its business development team during the period and this
additional resource is delivering results, with momentum expected to continue
during the course of 2023.
The Company is pleased to report that it is in early stage discussions with a
number of large shipping lines to handle containers at the Facility. This
development is welcomed and will ensure over time both stable and predictable
revenue streams. The Facility's location is well placed to handle containers
both from a road logistics perspective as well as by barge transportation.
Contracts for container cargo provide predictable and long term revenue and
the Company is hopeful of being able to announce progress in this regard
during 2023.
One of the Board's principal priorities for 2022 was to further enhance the
terms of its debt Facility, to match the principal repayment with the cash
flows that the business will generate in the next 2-3 years. Whilst that was
not concluded during the year, as announced in the Company's recent
fundraising, the Board is confident that this will be achieved.
The Company's original plan of making Karanja Port a hub for container
handling is expected to take a major step in becoming a reality in 2023. The
management worked in 2022 to get all approvals in place for getting this done
including allotment of JNPA code.
The pick-up in Container handling business coupled with the growing Bulk Cargo
handling businesses will drive further operational activity at the Port. The
resulting increase in revenues coupled with the submission of proposal to the
current lenders for restructuring of existing term debt to further 7 years
(including 2 years moratorium on principal repayment) as well as moratorium on
interest servicing for 12 months, will position the company to move ahead on
its path to deliver the shareholder value.
On behalf of the Board, I should like to thank our investors for their
continued support, as MPL builds towards its goal of being a key part of the
logistics infrastructure in the region and a successful profitable company.
Finally, I should like to thank all our employees for their continued hard
work during 2022.
Jeremy Warner Allen
Chairman
Mercantile Ports & Logistics Limited
29 June, 2023
Operational Review
Indian Economy
On 6 December, 2022, the World Bank revised its GDP growth outlook for India
for 2022-23 from 6.5% to 6.9%, (Source: India is better positioned to navigate
global headwinds than other major emerging economies: New World Bank report
https://www.worldbank.org/en/news/press-release/2022/12/05/india-better-positioned-to-navigate-global-headwinds-than-other-major-emerging-economies-new-world-bank-report)
on the back of the economy's strong performance in Q2. The World Bank went on
to say that the nation was "well placed" to steer through any potential global
headwinds in 2023. The International Monetary Fund (IMF) expects India to grow
by 5.9% in FY 2023-24 and by an average rate of 6.1% over the next five years.
Despite the global turmoil as a result of the dual shocks emerging from COVID
and the Ukraine-Russia war, the long-term growth story of the Indian economy
remains intact.
India emerged as the world's fifth-largest economy, overtaking the United
Kingdom (UK) in 2022. It is set to surpass Japan and Germany to become the
world's third-largest economy by 2029. (Source: India to emerge third-largest
economy of world by 2029; Likely to surpass Germany by 2027, and Japan by 2029
(Source :newsonair.gov.in)
However, capital investment, especially in the private sector, has lagged so
far. India is an attractive investment destination is a point well emphasized.
Operations Update
From an operations perspective, 2022 was the first full year of uninterrupted
operations for the Port, with Karanja Port able to handle over c1.0 Mn MT of
Cargo. The Facility was able to demonstrate its ability to be a 24X7 facility
with the commencement of night navigation enabling berthing / de-berthing of
vessels at night. With all key aspects of port and logistics operation,
including vessel navigation, yard operations and transportation, being carried
out in a seamless manner, the Facility successfully handled over multiple
types of cargo including coal, cement, olivine flux, metal scrap during the
period. The volume of coal handled during this period, was in line with
expectation and achieved the volume expectation set with the customer.
The Facility received positive feedback from its customers regarding the
overall efficiency of operations and appreciation for the fact that no
demurrage was incurred by any customer over this period.
MPL continues to strengthen its business development and operations team,
including on the container side of the business as it prepares to start
handling containers during the course of 2023. Karanja Port is being
positioned as an evacuation alternative for containers coming to Jawaharlal
Nehru Port Authority ("JNPA"), where currently, 6.0 Mn TEUs flow into JNPA.
With the fourth terminal of JNPA becoming active this year, the number of TEUs
flowing into JNPA is expected to increase to 9.0 - 10.0 mn TEUs in the next
3-4 years. (Source: https://jnPort.gov.in/projects_ongoing (10 million).
It is important to note that Karanja Port and JNPA have the same customs
jurisdiction, the Jawaharlal Nehru Customs House (JNCH).
Further, the Facility has all other approvals in place (including allotment of
code by JNPA & its terminals) to make the evacuation of TEUs, flowing into
JNPA, from Karanja Port a reality. This will include both (1) containers that
need only evacuation, storage and transportation - DPD containers the are Full
Container Load (FCL); (2) containers that are yet to undergo Customs
examination; and (3) containers that need to undergo de-stuffing operations
that are not FCL.
Karanja Port Container Terminal aspires to be one of the largest container
handling facilities in the state of Maharashtra and one of the few with a
waterfront.
Going Concern
Fiscal year 2022 was the first full year of uninterrupted operations at the
Facility. During the period from January 2022 to December 2022 alone, the port
handled bulk cargo volumes to the tune of 1.2 Mn. MT. The Board has assessed
the Group's ability to operate as a going concern for the next 18 months from
the date of signing the financial statements, based on the financial model
which was prepared as part of approving the 2023 budget.
The Directors considered the cash forecasts prepared for twenty-four months
beginning from 1 January 2023 up to 31st December 2024, together with certain
assumptions for revenue and costs, to satisfy themselves of the
appropriateness of the going concern used in preparing the financial
statements.
The Group had considered the following inflows in the budget model prepared to
mitigate funding risk as well as ensuring continuity in business:
a) £0.56 million cash balance as at 31 December 2022;
b) Additional line of unsecured credit from Hunch
Ventures amounting to £4.5Mn;
c) Share subscription (balance) amount due from Hunch
£1.1Mn;
d) The recent fund-raise of £8.2Mn (net of cost) which
has just been concluded and closed
e) Expected cash flows from operations through to
December, 2024.
The Directors took into account the risks and uncertainties, facing the
business as set out on page 20, and a sensitivity analysis on the key revenue
growth assumption and the effectiveness of available mitigating actions was
carried out in the model.
The Indian subsidiary has been in discussion with its consortium of banks for
restructuring the existing debt facility. The Directors are confident that a
restructured debt facility will be afforded to the company, that will include
an increase in the term of the loan by an additional 7 years as well as
moratorium on principal repayments for a period of 2 years and a moratorium on
interest payable for 12 months.
The existing consortium banks had previously restructured the debt facility in
2021 as a relief owing to the Covid-19 pandemic.
Based on the above indicators, after taking into account the recent
fundraising and the renegotiation on the debt restructuring, the Directors
believe that it remains appropriate to continue to adopt the going concern in
preparing the forecasts.
However, the fact that the debt restructure has not been completed to date
represents the existence of a material uncertainty which may cast significant
doubt on the Group's ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the Group was
unable to continue as a going concern.
Conclusion
The Port is ramping up bulk cargo operations and is all set to commence
container cargo operations in 2023. It is well on its way to ramp up capacity
utilization to achieve its targeted revenues and diversify its commodity mix
towards handling a wider variety of bulk cargo as well as containers and
liquids.
The Indian economy is expected to remain buoyant. With the level of
containerization in India remaining far below the global average, and overall
Port capacity in the country remaining short of demand, the business case for
a Port & logistics facility like Karanja Port continues to stay robust.
Through the course of 2023, MPL will look to deepen its engagement with
existing lenders on the one side and new and existing customers for
incremental volumes on the other side. The focus will be to diversify its
product / commodity mix towards container and liquid business, delivering
enhanced and growing revenues through its container business.
Consolidated Statement of Comprehensive Income
for the Year ended 31 December 2022
Notes Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
CONTINUING OPERATIONS
Revenue 5 4,872 1,801
Cost of sales 6 (1,449) (307)
Gross margin 3,423 1,494
Administrative expenses 7 (9,978) (8,373)
OPERATING LOSS (6,555) (6,879)
Finance income 8(a) 38 40
Gains from extinguishment of debt 8(a) -- 5,408
Finance cost 8(b) (5,543) (4,576)
NET FINANCING COST (5,505) 872
LOSS BEFORE TAX (12,060) (6,007)
Tax income /(expense) for the year 9 2,421 (14)
Loss FOR THE YEAR (9,639) (6,021)
Loss for the year attributable to:
Non-controlling interest (18) (5)
Owners of the parent (9,621) (6,016)
LOSS FOR THE YEAR (9,639) (6,021)
Other Comprehensive (Loss)/income:
Items that will not be reclassified subsequently to profit or (loss)
Re-measurement of net defined benefit liability 24 1 8
Items that will be reclassified subsequently to profit or (loss)
Exchange differences on translating foreign operations 808 (673)
Other comprehensive expense for the year 809 (665)
(8,830) (6,686)
Total comprehensive expense for the year
Total comprehensive expense for the year attributable to:
Non-controlling interest (18) (5)
Owners of the parent (8,812) (6,681)
(8,830) (6,686)
Earnings per share (consolidated):
Basic & Diluted, for the year attributable to ordinary equity holders 11 *(0.232p) *(0.231p)
*1. On 13 September 2021 group has consolidated its share by way of issuing
one new share for every hundred shares held.
2. The accompanying notes on page 56 to 90 form part of these consolidated
financial statements.
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
as at 31 December 2022
Notes Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Assets
Property, plant and equipment 12(a) 127,382 131,344
Intangible asset 12(b) 14 4
Non-current tax assets 19 (a) 2,108 --
Total non-current assets 129,504 131,348
Inventory of traded goods 96 --
Trade and other receivables 13 14,110 18,484
Cash and cash equivalents 14 558 4,783
Total current assets 14,764 23,267
Total assets 144,268 154,615
Liabilities
Non-current
Employee benefit obligations 17 53 43
Borrowings 18 39,165 39,932
Lease liabilities payable 20 1,611 1,562
Non-current liabilities 40,829 41,537
Current
Employee benefit obligations 17 529 449
Borrowings 18 2,307 1,037
Current tax liabilities 19 (b) 17 415
Lease liabilities payable 20 817 795
Trade and other payable 20 8,388 10,171
Current liabilities 12,058 12,867
Total liabilities 52,887 54,404
Net assets 91,381 100,211
Equity
Stated Capital 16 143,851 143,851
Retained earnings 16 (26,022) (16,402)
Translation Reserve 16 (26,429) (27,237)
Equity attributable to owners of parent 91,400 100,212
Non-controlling Interest (19) (1)
Total equity 91,381 100,211
1. The accompanying notes on page 56 to 90 form part of these consolidated
financial statements.
2. The consolidated financial statements have been approved and authorized for
issue by the Board on 29 June, 2023.
Jay Mehta
Director
CONSOLIDATED STATEMENT OF CASH FLOWS
for the Year ended 31 December 2022
Notes Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
CASH FLOW FROM OPERATING ACTIVITIES
Loss before tax (12,060) (6,007)
Non cash flow adjustments 22 11,748 5,149
Operating (loss) before working capital changes (312) (858)
Net changes in working capital 22 305 (4,669)
Taxes paid (85) --
Net cash used in operating activities (92) (5,527)
CASH FLOW FROM INVESTING ACTIVITIES
Used in purchase of property, plant and equipment (1,425) (2,107)
Finance Income 8 38 27
Net cash used in investing activities (1,387) (2,080)
CASH FLOW FROM FINANCING ACTIVITIES
From issue of additional 16 -- 9,224
shares
From borrowing -- 984
Subscription money received 2,452 --
Repayment of bank borrowing principal (881) (641)
Interest paid on borrowings (4,217) (810)
Principal repayment of lease liabilities (138) (96)
Interest payment on leasing liabilities principal -- (131)
Net cash from financing activities (2,784) 8,530
(4,262) 923
Net change in cash and cash equivalents
Cash and cash equivalents, beginning of the year 4,783 3,895
Exchange difference on cash and cash equivalents 37 (35)
Cash and cash equivalents, end of the year 558 4,783
The accompanying notes on page 56 to 90 form part of these consolidated
financial statements.
Consolidated Statement of Changes in Equity
for the Year ended 31 December 2022
Stated Translation Retained Other Non- controlling Interest Total
Capital Reserve Earnings Components of equity Equity
£000 £000 £000 £000 £000 £000
Balance at 143,851 (27,237) (16,402) -- (1) 100,211
1 January 2022
Transaction with owners in their capacity as owners -- -- -- -- -- --
Loss for the year -- -- (9,621) -- (18) (9,639)
Foreign currency translation difference for foreign operations -- 808 -- -- -- 808
-- -- -- 1 -- 1
Re-measurement of net defined benefit liability
-- -- 1 (1) -- --
Re-measurement of net defined benefit liability transfer to retained earning
-- 808 (9,620) -- (18) (8,830)
Total comprehensive income for the year
Balance at 143,851 (26,429) (26,022) -- (19) 91,381
31 December 2022
Balance at 134,627 (26,564) (10,394) -- 4 97,673
1 January 2021
Issue of share capital 10,102 -- -- -- -- 10,102
Share Issue cost (878) -- -- -- -- (878)
Transaction with owners 143,851 (26,564) (10,394) -- 4 106,897
Loss for the year -- -- (6,016) -- (5) (6,021)
Foreign currency translation difference for foreign operations -- (673) -- -- -- (673)
-- -- -- 8 -- 8
Re-measurement of net defined benefit liability
-- -- 8 (8) -- --
Re-measurement of net defined benefit liability transfer to retained earning
-- (673) (6,008) -- (5) (6,686)
Total comprehensive income for the year
Balance at 143,851 (27,237) (16,402) -- (1) 100,211
31 December 2021
The accompanying notes on page 56 to 90 form part of these consolidated
financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
1. CORPORATE INFORMATION
Mercantile Ports & Logistics Limited (the "Company") was incorporated in
Guernsey under The Companies (Guernsey) Law, 2008 with registered number 52321
on 24 August 2010. Its registered office and principal place of business is
1st Floor, Tudor House, Le Bordage Rd, Guernsey GY1 1DB. It was listed on the
Alternative Investment Market ('AIM') of the London Stock Exchange on 7
October 2010.
The consolidated financial statements of the Company comprise of the financial
statements of the Company and its subsidiaries (together referred to as the
"Group"). The consolidated financial statements have been prepared for the
year ended 31 December 2022, and presented in UK Sterling (£).
The principal activities of the Group are to develop, own and operate a port
and logistics facilities. As of 31 December 2022, the Group had 44
(Forty-four) (2021: 47 (Forty-seven)) employees.
2. SIGNIFICANT ACCOUNTING POLICIES
a) BASIS OF PREPARATION
The consolidated financial statements have been prepared on a historical cost
basis except where otherwise stated. The consolidated financial statements of
the Group have been prepared in accordance with International Financial
Reporting Standards ("IFRS") and interpretations as adopted by the European
Union and also to comply with The Companies (Guernsey) Law, 2008.
Going Concern
Fiscal year 2022 was the first full year of operations at the facility. During
the period from January 2022 to December 2022 alone, the port handled bulk
cargo volumes to the tune of 1.2 Mn MT. The Board has assessed the Group's
ability to operate as a going concern for the next 18 months from the date of
signing the financial statements, based on the financial model which was
prepared as part of approving the 2023 budget.
The Directors considered the cash forecasts prepared for Twenty-four months
effective from 1 January 2023 up to 31st December 2024, together with certain
assumptions for revenue and costs, to satisfy themselves of the
appropriateness of the going concern used in preparing the financial
statements.
The group had considered the following inflows in the budget model prepared to
mitigate funding risk as well as ensuring continuity in business:
a) £0.56 million cash balance as at 31 December 2022;
b) Additional line of unsecured credit from Hunch Ventures amounting to
£4.5Mn;
c) Share subscription (balance) amount due from Hunch £1.1Mn;
d) The recent fund-raise of £8.2Mn (net of cost) which has just been
concluded and closed
e) Expected cash flows from operations through to December, 2024.
The Directors took into account the risks and uncertainties facing the
business referred to below, and a sensitivity analysis on the key revenue
growth assumption and the effectiveness of available mitigating actions was
carried out in the model.
The Indian subsidiary has been in discussion with its consortium of banks for
restructuring the existing debt facility. The Directors are confident that a
restructured debt facility will be afforded to the company, that will include
an increase in the term of the loan by an additional 7 years as well as
moratorium on principal repayments for a period of 2 years and a moratorium on
interest payable for 12 months.
The existing consortium banks had previously restructured the debt facility in
2021 as a relief owing to the Covid-19 pandemic.
Based on the above indicators, after taking into account the recent
fundraising and the renegotiation on the debt restructuring, the Directors
believe that it remains appropriate to continue to adopt the going concern in
preparing the forecasts.
However, the fact that the debt restructure has not been completed to date
represents the existence of a material uncertainty which may cast significant
doubt on the Group's ability to continue as a going concern. The financial
statements do not include the adjustments that would result if the Group was
unable to continue as a going concern.
(b) BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the results of the Company
and entities controlled by the Company (its subsidiaries) up to 31 December
2022. Subsidiaries are entities over which the Company has the power to
control the financial and operating policies. The Company obtains and
exercises control through holding more than half of the voting rights. The
financial statements of the subsidiaries are prepared for the same period as
the Company using consistent accounting policies. The fiscal year of Karanja
Terminal & Logistics Private Limited (KTPL) ends on March 31 and its
accounts are adjusted for the same period for consolidation.
Amounts reported in the financial statements of subsidiaries have been
adjusted where necessary to ensure consistency with the accounting policies
adopted by the Group.
Non-controlling interest
Non-controlling interest, presented as part of equity, represent the portion
of a subsidiary's profit or loss and net assets that is not held by the Group.
The Group attributes total comprehensive income or loss of subsidiaries
between the owners of the parent and the non-controlling interests based on
their respective ownership interest.
(c) LIST OF SUBSIDIARIES
Details of the Group's subsidiaries which are consolidated into the Company's
financial statements are as follows:
Subsidiary Immediate Parent Country of Incorporation % Voting Rights % Economic Interest
Karanja Terminal & Logistics (Cyprus) Ltd Mercantile Ports & Logistics Limited Cyprus 100.00 100.00
Karanja Terminal & Logistics Private Limited* Mercantile Ports & Logistics Limited India 7.08 7.08
Karanja Terminal & Logistics Private Limited* Karanja Terminal & Logistics (Cyprus) Ltd. India 92.70 92.70
* Financial year end for Karanja Terminal & Logistics Private Limited
("KTLPL") is April to March, as same is governed by Companies Act 2013, but
for preparing group financials we have considered January to December
period.
(d) FOREIGN CURRENCY TRANSLATION
The consolidated financial statements are presented in UK Sterling (£), which
is the Company's functional currency. The functional currency for all of the
subsidiaries within the Group is as detailed below:
· Karanja Terminal & Logistics (Cyprus) Ltd ("KTLCL") - Euro
· Karanja Terminal & Logistics Private Limited ("KTLPL") -
Indian Rupees
Foreign currency transactions are translated into the functional currency of
the respective Group entity, using the exchange rates prevailing at the date
of the transactions (spot exchange rate). Foreign exchange gains and losses
resulting from the settlement of such transactions and from the retranslation
of monetary items denominated in foreign currency at the year-end exchange
rates are recognised in the Consolidated Statement of Comprehensive Income.
Non-monetary items are not retranslated at year-end and are measured at
historical cost (translated using the exchange rates at the transaction date).
In the Group's financial statements, all assets, liabilities and transactions
of Group entities with a functional currency other than GBP are translated
into GBP upon consolidation.
On consolidation, the assets and liabilities of foreign operations are
translated into GBP at the closing rate at the reporting date. The income and
expenses of foreign operations are translated into GBP at the average exchange
rates over the reporting period. Foreign currency differences are recognised
in other comprehensive income in the translation reserve. When a foreign
operation is disposed of, in part or in full, the relevant amount in the
translation reserves shall be transferred to the profit or loss in the
Consolidated Statement of Comprehensive Income.
(e) REVENUE RECOGNITION
Revenue mainly consists of services relating to use of the port by customers
and includes services such as hiring of land, wharf-age, hiring of equipment,
loading/unloading, stevedoring, storage and from value added activities viz.
trading which is incidental to providing port services.
To determine whether to recognise revenue, the Group follows a 5-step process:
1. Identifying the contract with a customer
2. Identifying the performance obligations
3. Determining the transaction price
4. Allocating the transaction price to the performance obligations
5. Recognizing revenue as and when performance obligation(s) are
satisfied.
The total transaction price for a contract is allocated amongst the various
performance obligations based on their relative standalone selling prices. The
transaction price for a contract excludes any amounts collected on behalf of
third parties.
Revenue is recognised either at a point in time or over time, when (or as) the
Group satisfies performance obligations by transferring the promised goods or
services to its customers.
The Group recognises contract liabilities for consideration received in
respect of unsatisfied performance obligations and reports these amounts as
other liabilities in the statement of financial position. Similarly, if the
Group satisfies a performance obligation before it receives the consideration,
the Group recognises either a contract asset or a receivable in its statement
of financial position, depending on whether something other than the passage
of time is required before the consideration is due. Invoicing for services is
set out in the contract.
The group does not believe there are elements of financing in the contracts.
There are no warranties or guarantees included in the contract.
The specific recognition criteria described below must also be met before
revenue is recognised.
Port operation and logistics services
Revenue from port operation services including cargo handling, storage, other
ancillary port and logistics services including the end to end value added
services with respect to coal supply and delivery are measured based upon
cargo handled at rates specified under the contract and charged on per metric
tonne basis.
The performance obligation is satisfied using the output method; this method
recognises revenue based on the value of services transferred to the customer,
for example, quantity of cargo loaded and unloaded and/or transported.
Revenue is recognized in the accounting period in which the services are
rendered and completed till reporting date.
Management determines if there are separate performance obligations from which
customer are being able to benefit from, for example, barging, stevedoring or
transportation.
Each of these services are distinct from the other. Customer may choose one or
more of these distinct services and revenue recognition would be based on per
metric tonne basis on satisfaction of each service obligation.
Revenue from sale of traded goods
Revenue from sale of traded goods is recognized on transfer of control to the
customers, which is generally on dispatch of goods and no significant
uncertainty exists regarding the amount of the consideration that will be
derived from the sale of goods. Sales are stated exclusive of Goods and
Service Tax ("GST").
Income from long term leases
As a part of its business activity, the Group sub-leases land on long term
basis to its customers. Leases are classified as finance lease whenever the
terms of lease transfer substantially all the risks and rewards of ownership
to the lessee. All other leases are classified as operating lease. In some
cases, the Group enters into cancellable lease / sub-lease transaction
agreement, while in other cases, it enters into non-cancellable lease /
sub-lease agreement. The Group recognises the income based on the principles
of leases as set out in IFRS 16 "Leases" and accordingly in cases where the
land lease / sub-lease agreement are cancellable in nature, the income in the
nature of upfront premium received / receivable is recognised on operating
lease basis i.e. on a straight line basis over the period of lease / sub-lease
agreement / date of memorandum of understanding takes effect over lease period
and annual lease rentals are recognised on an accrual basis.
Interest income
Interest income is reported on an accrual basis using the effective interest
method.
(f) Borrowing cost
Borrowing costs directly attributable to the construction of a qualifying
asset are capitalised during the period of time that is necessary to complete
and prepare the asset for its intended use. Other borrowing costs are expensed
in the period in which they are incurred and reported under finance costs.
(g) EMPLOYEE BENEFITS
i) Defined contribution plan (Provident Fund)
In accordance with Indian Law, eligible employees receive benefit from
Provident Fund, which is a defined contribution plan. Both the employee and
employer make monthly contributions to the plan, which is administrated by the
government authorities, each equal to the specific percentage of employee's
basic salary. The Group has no further obligation under the plan beyond its
monthly contributions. Obligation for contributions to the plan is recognised
as an employee benefit expense in the Consolidated Statement of Comprehensive
Income when incurred.
ii) Defined benefit plan (Gratuity)
In accordance with applicable Indian Law, the Group provides for gratuity, a
defined benefit plan (the Gratuity Plan) covering eligible employees. The
Gratuity Plan provides a lump sum payment to vested employees, at retirement
or termination of employment, and amount based on respective last drawn salary
and the years of employment with the Group. The Group's net obligation in
respect of the Gratuity Plan is calculated by estimating the amount of future
benefits that the employees have earned in return for their service in the
current and prior periods; that benefit is discounted to determine its present
value. Any unrecognised past service cost and the fair value of plan assets
are deducted. The discount rate is a yield at reporting date on risk free
government bonds that have maturity dates approximating the term of the
Group's obligation. The calculation is performed annually by a qualified
actuary using the projected unit credit method. When the calculation results
in a benefit to the Group, the recognised asset is limited to the total of any
unrecognised past service cost and the present value of the economic benefits
available in the form of any future refunds from the plan or reduction in
future contribution to the plan.
The Group recognises all re-measurements of net defined benefit
liability/asset directly in other comprehensive income and presents them
within equity.
iii) Short term benefits
Short term employee benefit obligations are measured on an undiscounted basis
and are expensed as a related service provided. A liability is recognised for
the amount expected to be paid under short term cash bonus or profit-sharing
plans if the Group has a present legal or constructive obligation to pay this
amount as a result of past service provided by the employee and the obligation
can be estimated reliably.
(h) Leases
As a lessee
The Company mainly has lease arrangements for converting the waterfront into
reclamation of land for construction of Port for terminal and logistics
operations. The land thus reclaimed consist of the open space and also
offices, warehouse spaces and equipment.
The Group assesses whether a contract contains a lease at inception of the
contract. The Group recognises a right-of-use asset and corresponding lease
liability in the statement of financial position for all lease arrangements
where it is the lessee, except for short-term leases with a term of twelve
months or less and leases of low value assets. For these leases, the Group
recognises the lease payments as an operating expense on a straight-line basis
over the term of the lease.
The lease liability is initially measured at the present value of the future
lease payments from the commencement date of the lease. The lease payments are
discounted using the interest rate implicit in the lease or, if not readily
determinable, the asset and company specific incremental borrowing rates.
Lease liabilities are recognised within borrowings on the statement of
financial position. The lease liability is subsequently measured by increasing
the carrying amount to reflect interest on the lease liability (using the
effective interest method) and by reducing the carrying amount to reflect the
lease payments made. The Group re-measures the lease liability, with a
corresponding adjustment to the related right-of-use assets, whenever:
• The lease term changes or there is a significant event
or change in circumstances resulting in a change in the assessment of exercise
of a purchase option, in which case the lease liability is re-measured by
discounting the revised lease payments using a revised discount rate;
• The lease payments change due to the changes in an
index or rate or a change in expected payment under a guaranteed residual
value, in which case the lease liability is re-measured by discounting the
revised lease payments using an unchanged discount rate;
• A lease contract is modified, and the lease
modification is not accounted for as a separate lease, in which case the lease
liability is re-measured based on the lease term of the modified lease by
discounting the revised lease payments using a revised discount rate at the
effective date of modification.
The right-of-use assets are initially recognised on the SOFP at cost, which
comprises the amount of the initial measurement of the corresponding lease
liability, adjusted for any lease payments made at or prior to the
commencement date of the lease, any lease incentive received and any initial
direct costs incurred, and expected costs for obligations to dismantle and
remove right-of use assets when they are no longer used. Right-of-use assets
are recognised within property, plant and equipment on the statement of
financial position. Right-of-use assets are depreciated on a straight-line
basis from the commencement date of the lease over the shorter of the useful
life of the right-of-use asset or the end of the lease term.
The Group enters into lease arrangements as a lessor with respect to some of
its time charter vessels. Leases for which the Group is an intermediate lessor
are classified as finance or operating leases by reference to the right-of-use
asset arising from the head lease. Income from operating leases is recognised
on a straight-line basis over the term of the relevant lease. Amounts due from
lessee under finance leases are recognised as receivables at the amount of the
Group's net investment in the leases. Finance lease income is allocated to
accounting periods so as to reflect a constant periodic rate of return on the
Group's net investment outstanding in respect of these leases.
As a lessor
Lease income from operating leases where the Company is a lessor is recognized
in income on a straight-line basis over the lease term unless a systematic
basis more representative of the pattern in which benefit from the use of the
underlying asset is diminished is suitable. The respective leased assets are
included in the balance sheet based on their nature.
Initial direct costs incurred in negotiating and managing an operating lease
are added to the cost of the leased asset and recognized as an expense over
the term on the same basis as the lease income.
(i) INCOME TAX
Tax expense recognised in profit or loss comprises the sum of deferred tax and
current tax not recognised in other comprehensive income or directly in
equity. Current income tax assets and/or liabilities comprise those
obligations to, or claims from, fiscal authorities relating to the current or
prior reporting periods, that are unpaid at the reporting date. Current tax is
payable on taxable profit, which differs from profit or loss in the financial
statements. Calculation of current tax is based on tax rates and tax laws that
have been substantively enacted by the end of the reporting period.
Deferred tax
The accounting for income tax are accounted under the asset and liability
method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in
the financial statements. Under this method, we determine deferred tax assets
and liabilities on the basis of the differences between the financial
statement and tax bases of assets and liabilities by using enacted tax rates
in effect for the year in which the differences are expected to reverse. The
effect of a change in tax rates on deferred tax assets and liabilities is
recognized in income in the period that includes the enactment date.
Deferred tax assets are recognized to the extent that management believes that
these assets are more probable than not to be realized. In making such a
determination, it considers all available positive and negative evidence,
including future reversals of existing taxable temporary differences,
projected future taxable income, tax-planning strategies, and results of
recent operations. If it is determined that it would be able to realize the
deferred tax assets in the future in excess of the net recorded amount, the
necessary adjustment would be made to the deferred tax asset valuation
allowance, which would reduce the provision for income tax.
(j) FINANCIAL ASSETS
The Financial assets and financial liabilities are recognised when the Group
becomes a party to the contractual provisions of the financial instrument.
Financial assets are derecognised when the contractual rights to the cash
flows from the financial asset expire, or when the financial asset and
substantially all the risks and rewards are transferred. A financial liability
is derecognised when it is extinguished, discharged, cancelled or expires.
Classification and initial measurement of financial assets
Except for those trade receivables that do not contain a significant financing
component and are measured at the transaction price in accordance with IFRS
15, all financial assets are initially measured at fair value adjusted for
transaction costs (where applicable).
Financial assets, other than those designated and effective as hedging
instruments, are classified into the following categories:
• amortised cost
• fair value through profit or loss ("FVTPL")
• fair value through other comprehensive income ("FVOCI").
In the periods presented, the corporation does not have any financial assets
categorised as FVOCI.
The classification is determined by both:
• the entity's business model for managing the financial asset
• the contractual cash flow characteristics of the financial
asset.
All income and expenses relating to financial assets that are recognised in
profit or loss are presented within finance costs, finance income or other
financial items, except for impairment of trade receivables which is presented
within other expenses.
Subsequent measurement of financial assets
Financial assets at amortised cost
Financial assets are measured at amortised cost if the assets meet the
following conditions (and are not designated as FVTPL):
• they are held within a business model whose objective is to hold
the financial assets and collect its contractual cash flows
• the contractual terms of the financial assets give rise to cash
flows that are solely payments of principal and interest on the principal
amount outstanding
After initial recognition, these are measured at amortised cost using the
effective interest method. Discounting is omitted where the effect of
discounting is immaterial. The Group's cash and cash equivalents, trade and
most other receivables fall into this category of financial instruments as
well as listed bonds that were previously classified as held-to-maturity under
IAS 39.
Impairment of financial assets
IFRS 9's impairment requirements use more forward-looking information to
recognise expected credit losses - the 'expected credit loss (ECL) model'.
This replaces IAS 39's 'incurred loss model'. Instruments within the scope of
the new requirements included loans and other debt-type financial assets
measured at amortised cost and FVOCI, trade receivables, contract assets
recognised and measured under IFRS 15 and loan commitments and some financial
guarantee contracts (for the issuer) that are not measured at fair value
through profit or loss.
(k) FINANCIAL LIABILITIES
Classification and measurement of financial liabilities
As the accounting for financial liabilities remains largely the same under
IFRS 9 compared to IAS 39, the Group's financial liabilities were not impacted
by the adoption of IFRS 9. However, for completeness, the accounting policy is
disclosed below.
The Group's financial liabilities include borrowings, trade and other payables
and derivative financial instruments.
Financial liabilities are initially measured at fair value, and, where
applicable, adjusted for transaction costs unless the Group designated a
financial liability at fair value through profit or loss.
Subsequently, financial liabilities are measured at amortised cost using the
effective interest method except for derivatives and financial liabilities
designated at FVTPL, which are carried subsequently at fair value with gains
or losses recognised in profit or loss (other than derivative financial
instruments that are designated and effective as hedging instruments).
All interest-related charges and, if applicable, changes in an instrument's
fair value that are reported in profit or loss are included within finance
costs or finance income.
(l) PROPERTY, PLANT AND EQUIPMENT
Items of property, plant and equipment are measured at cost less accumulated
depreciation and impairment losses.
The Group is in the process of constructing its initial project; the creation
of a modern and efficient port and logistics facility in India. All the
expenditures directly attributable in respect of the port and logistics
facility under development are carried at historical cost under Capital Work
in Progress as the Board believes that these expenses will generate probable
future economic benefits. These costs include borrowing cost, professional
fees, construction costs and other direct expenditure. After capitalisation,
management monitors whether the recognition requirements continue to be met
and whether there are any indicators that capitalised costs may be impaired.
Cost includes expenditures that are directly attributable to the acquisition
of the asset and income directly related to testing the facility is offset
against the corresponding expenditure. The cost of constructed asset includes
the cost of materials, sub-contractors and any other costs directly
attributable to bringing the asset to a working condition for its intended
use. Purchased software that is integral to the functionality of the related
equipment is capitalised as part of that equipment.
Parts of the property, plant and equipment are accounted for as separate items
(major components) on the basis of nature of the assets.
Depreciation is recognised in the Consolidated Statement of Comprehensive
Income over the estimated useful lives of each part of an item of property,
plant and equipment. For items of property, plant and equipment under
construction, depreciation begins when the asset is available for use, i.e.
when it is in the condition necessary for it to be capable of operating in the
manner intended by management. Thus, as long as an item of property, plant and
equipment is under construction, it is not depreciated. Leasehold improvements
are amortised over the shorter of the lease term or their useful lives.
Depreciation is calculated on a straight-line basis.
The estimated useful lives for the current year are as -
Assets Estimated Life of assets
Lease hold Land Development Over the period of Concession Agreement by Maharashtra Maritime board (MMB).
Marine Structure, Dredged Channel Over the period of Concession Agreement by Maharashtra Maritime board (MMB).
Non Carpeted road other than RCC 3 Years
Office equipment 3-5 Years
Computers 2-3 Years
Computer software 5 Years
Plant & machinery 15 Years
Furniture 5-10 Years
Vehicles 5-8 Years
Depreciation methods, useful lives and residual value are reassessed at each
reporting date.
Gains or losses arising on the disposal of property, plant and equipment are
determined as the difference between the disposal proceeds and the carrying
amount of the assets are recognised in profit or loss within other income or
other expenses.
Impairment of Property, Plant and Equipment
Internal and external sources of information are reviewed at the end of the
reporting period to identify indications that the property, plant and
equipment may be impaired. When impairment indicators exist the management
compares the carrying value of the property, plant and equipment with the fair
value determined as the higher of fair value less cost of disposal or value in
use, also refer note 3.
Property, plant and equipment is stated at cost, net of accumulated
depreciation and/or impairment losses, if any. There is currently no
impairment of property, plant and equipment.
(m) Trade receivables and payables
Trade receivables are financial assets at amortised costs, initially measured
at the transaction price, which reflects fair value, and subsequently at
amortised cost less impairment. In measuring the impairment, the Group has
applied the simplified approach to expected credit losses as permitted by
IFRS9. Expected credit losses are assessed by considering the Group's
historical credit loss experience, factors specific for each receivable, the
current economic climate and expected changes in forecasts of future events.
Changes if any in expected credit losses are recognised in the Statement of
Comprehensive Income.
Trade payables are financial liabilities at amortised cost, measured initially
at fair value and subsequently at amortised cost using an effective interest
rate method.
(n) Advances
Advances paid to the EPC contractor and suppliers for construction of the
facility are categorised as advances and will be offset against future work
performed by the contractor.
(o) Cash and cash equivalents
Cash and cash equivalents comprise cash on hand and bank deposits that can
easily be liquidated into known amounts of cash and which are subject to an
insignificant risk of changes in value.
(p) Stated capital and reserves
Shares have 'no par value'. Stated capital includes any premiums received on
issue of share capital. Any transaction costs associated with the issuing of
shares are deducted from stated capital, net of any related income tax
benefits.
Foreign currency translation differences are included in the translation
reserve. Retained earnings include all current and prior year retained
profits.
(q) New standard and interpretation
There are no accounting pronouncements, which have become effective from 1
January 2023 that have a significant impact on the Group's consolidated
financial statements.
(r) Standards, amendments and interpretations to existing standards that are
not yet effective and have not been adopted early by the group
Following new standards or amendments that are not yet effective and have been
issued by the IASB which are not applicable or have material impact on the
Group.
· IFRS 17 Insurance Contracts
· Amendments to IFRS 17 Insurance Contracts (Amendments to IFRS 17 and
IFRS 4)
· Effective date of amendments on disclosure of accounting policies
· Amendments to IAS 8 on accounting estimates
· Amendments to IAS 12 on deferred tax related to Assets and Liabilities
from a single transaction.
· Classification of Liabilities as Current or Non-current (Amendments to
IAS 1)
3. SIGNIFICANT ACCOUNTING JUDGEMENTS, ESTIMATES AND ASSUMPTIONS
The following are significant management judgements in applying the accounting
policies of the Group that have the most significant effect on the financial
statements.
Recognition of income tax liabilities
MPL group's Indian subsidiary had filed a writ petition in Hon'ble High court
for seeking relief against the order passed by the Income Tax Appellate
Tribunal (ITAT) for the two assessment years 2011-12 and 2012-13, which was
decided in favour of the group's Indian subsidiary. As per these orders, the
matter was sent back to the files of Principal Commissioner of Income Tax
(Appeals) for re-adjudication following the ITAT orders for assessment years
2013-14 to 2015-16.
The Principal Commissioner of Income Tax (Appeals) vide its order dated 20(th)
March, 2023, issued an order in favour of the Group's subsidiary for the
assessment years 2011-12 and 2012-13.
By virtue of this order, the demand made by the Income tax department at
present is not recoverable. As such the order of the Principal Commissioner of
Income Tax (Appeals) is of a protective nature, hence the management has
decided to prudently reverse the provisions and the interest accrued on the
same for the subject years.
However, since the Income tax department has preferred an appeal in Supreme
Court. In light of the uncertainty of the final outcome, the Group has
disclosed the same under the head of contingent liability in note no 25.
Impairment Review
The Audit Committee considered the significant judgements, assumptions and
estimates made by management in preparing the impairment review to ensure that
they were appropriate. In particular, the cash flow projections, port
capacity, tariffs used, margins, discount rates, inflation and sensitivity
analysis were reviewed. The Audit Committee also considered external market
factors to assess reasonableness of management assumptions.
The Committee also considered the valuation done by an independent external
expert valuer.
As per the valuation report, the value of the cash generating unit (CGU) group
(considering the discounting rate of 13.40%) was determined to be £131.53 Mn.
The review did not result in any impairment during the year, however there was
minimal headroom in the calculation.
The group carried out sensitivity analysis on the following:
a) reduction in Revenue by 10%, the assets would be impaired by £
16.17 Mn.
b) reduction in EBIDTA by 10%, the assets would be impaired by £ 11.70
Mn.
c) increase in the discounting rate by 1%, the assets would be
impaired by £ 11.20 Mn.
Considering the above sensitivity analysis, the group's asset would be
impaired.
Taking the above into account, together with the documentation presented and
the explanations given by management, the committee is satisfied with the
thoroughness of the approach and judgements taken.
4. SEGMENTAL REPORTING
Operating segments are reported in a manner consistent with the internal
reporting provided to the chief operating decision maker. The Board of
Directors of are identified as the Chief operating decision maker. The Group
has only one operating and geographic segment, being the project on hand in
India and hence no separate segmental report presented.
5. REVENUE FROM OPERATION
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Sale of goods 561 --
Cargo handling income 1,968 710
Lease income 1,728 1,091
Other operating income 615 --
4,872 1,801
The Company has given certain land portions on operating lease. These lease
arrangement is for a period 40 months. Lease is renewable for further period
on mutually agreeable terms.
The total future minimum lease rentals receivable at the SOFP date is as
under:
Payments falling due As on As on
31 Dec 22 31 Dec 22
INR in million £ million
2023 46.92 0.48
2024 9.60 0.10
2025 9.60 0.10
2026 9.60 0.10
Fifth year and above 48.00 0.49
Total 123.72 1.27
6. COST OF SALES
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Wharf-age expense 411 72
Other operating expense 1,134 235
Changes in inventory (96) --
1,449 307
7. ADMINISTRATIVE EXPENSES
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
635 577
Employee costs
Directors' remuneration and fees 476 423
Operating lease rentals 9 13
Foreign exchange loss 68 84
Depreciation 6,231 3,132
Other administration costs 2,559 4,144
9,978 8,373
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Interest on bank deposits 38 40
Gain from extinguishment of debt* -- 5,408
8. (a) FINANCE INCOME
* During the previous year, Group had received sanction from lenders for
one-time restructuring (OTR) of loan. The Management has tested the OTR for
debt modification under IFRS 9. The revised cash out flow discounted at
original EIR 13.45% resulted in net gain of £ 5.41 million and was effected
accordingly in 2021. The corresponding effect of debt modification has been
considered in 2022 financials.
8. (b) FINANCE EXPENSES
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Interest on term loan 4,726 1,977*
Interest others 817 2,599
5,543 4,576
* Interest on the term loan is capitalized against assets under construction
up to March 2021. As major construction work is completed and assets under
construction transferred into service, the capitalization of interest ceased
on that part and interest expensed out to the profit and loss account from
April 2021 onwards.
The capitalization rate used to determine the amount of borrowing costs to be
capitalized is the weighted average interest rate applicable to the entity's
general borrowings during the year, in this case 13.45% up to 10 June 2021 and
9.5% effective from 11 June 2021.
The lenders have reset the interest rate from 9.5% pa to 9.55% p.a. on Term
Loan and from 10.50% pa to 10.55% pa on FITL with effect from June 2022.
9. INCOME TAX
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Loss Before Tax (12,060) (6,007)
Applicable tax rate in India* 26.00% 26.00%
Expected tax credit (3,136) (1,562)
Reconciling items 320 994
Non-deductible losses of MPL and Cyprus entities
Un-recognised deferred tax asset 2,025 --
Non-deductible expenses 791 568
Reversal of outstanding tax liability and interest thereon pertaining to 2,421 (14)
earlier years
2,421 (14)
* Considering that the Group's operations are presently based in India, the
effective tax rate of the Group of 26% (prior year 26%) has been computed
based on the current tax rates prevailing in India. In India, income earned
from all sources (including interest income) are taxable at the prevailing tax
rate unless exempted. However, administrative expenses are treated as
non-deductible expenses until commencement of operations.
MPL group's subsidiary had filed a writ petition in Hon'ble High court for
seeking relief against the order passed by the Income Tax Appellate Tribunal
(ITAT) for the two assessment years 2011-12 and 2012-13, which was decided in
favour of the Group. As per these orders, the matter was sent back to the
files of Principal Commissioner of Income Tax (Appeals) for re-adjudication
following the ITAT orders for assessment years 2013-14 to 2015-16.
The Principal Commissioner of Income Tax (Appeals) vide its order dated 20(th)
March, 2023, issued an order in favour of the Group's subsidiary for the
assessment years 2011-12 and 2012-13.
By virtue of this order, the demand made by the Income tax department at
present is not recoverable. As such the order of the Principal Commissioner of
Income Tax (Appeals) is of a protective nature, hence the management has
decided to prudently reverse the provisions and the interest accrued on the
same for the subject years.
However, since the Income tax department has preferred an appeal in Supreme
Court, in light of the uncertainty of the final outcome, the Group has
disclosed the same under the head of contingent liability in note no 25.
The Company is incorporated in Guernsey under The Companies (Guernsey) Law
2008, as amended. The Guernsey tax rate for companies is 0%. The rate of
withholding tax on dividend payments to non-residents by companies within the
0% corporate income tax regime is also 0%. Accordingly, the Company will have
no liability to Guernsey income tax on its income and there will be no
requirement to deduct withholding tax from payments of dividends to
non-resident shareholders.
In Cyprus, the tax rate for companies is 12.5% with effect from 1 January
2014. There is no tax expense in Cyprus.
Due to uncertainty that Indian entity will generate sufficient future taxable
income to offset business losses incurred to realise deferred tax assets, the
management has not recognised the Deferred Tax Asset amounting to INR: 67.46
crore (£6.76 Mn.) (2021- INR: 47.88 crore (£4.77 Mn.).
10. AUDITORS' REMUNERATION
The following are the details of fees paid to the auditors, Grant Thornton UK
LLP and Indian auditors, in various capacities for the year:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Audit Fees
Fees payable to the auditor for the audit of the Group's financial statements 171 130
*
Non-audit service:
Interim Financial Statement Review 10 9
Non -audit services 110 80
291 219
* This includes prior year overruns charged during the year aggregating to £
12,500 (2021: £ 7,210).
11. EARNINGS PER SHARE
Both basic and diluted earnings per share for the year ended 31 December 2022
have been calculated using the loss attributable to equity holders of the
Group of £9.621 million (prior year loss of £6.02 million).
Year ended Year ended
31 Dec 22 31 Dec 21
Loss attributable to equity holders of the parent £ (9,621,000) £ (6,016,000)
Weighted average number of shares used in basic and diluted earnings per share 41,499,699 26,000,334
EARNINGS PER SHARE
Basic and Diluted earnings per share (0. 232p) (0. 231p)
On 9th September 2021 The group has successfully completed fund raise by
placing 2,244,947,810 new Ordinary Shares at a price of 0.45 pence per
share. Also on 13 September 2021 group has consolidated its share capital by
way of issuing 1 share for every 100 shares.
12 (a). PROPERTY, PLANT AND EQUIPMENT
Details of the Group's property, plant and equipment and their carrying
amounts are as follows:
Computers Office Equipment Furniture Vehicles Plant & Machinery Port Asset Right of use Capital Work in Progress Total
Asset
£000 £000 £000 £000 £000 £000 £000 £000 £000
Gross carrying amount
Balance 1 Jan 2022 42 535 345 586 47 109,523 1,721 24,149 136,948
Net Exchange Difference 0 4 2 3 0 777 10 140 936
Additions 7 31 125 36 16 233 304 605 1,357
Transfers from CWIP ^ -- -- -- -- -- -- -- -- --
Disposals -- -- -- -- -- -- -- -- --
Balance 31 Dec 2022 49 570 472 625 63 110,533 2,035 24,894 139,241
Depreciation
Balance 1 Jan 2022 (36) (115) (91) (362) (4) (4,668) (328) -- (5,604)
Net Exchange Difference (1) (1) (0) (2) (0) (26) (3) -- (33)
Charge for the year (4) (111) (23) (48) (4) (5,774) (258) -- (6,222)
Disposals -- -- -- -- -- -- -- -- --
Balance 31 Dec 2022 (41) (227) (114) (412) (8) (10,468) (589) -- (11,859)
Carrying amount 31 Dec 2022 8 343 358 213 55 1,00,065 1,446 24,894 127,382
The Group has leased various assets including land and buildings. As at 31
December 2022, the net book value of recognised right-of use assets relating
to land and buildings was £ 1.45 million (2021: £ 1.39 million). The
depreciation charge for the period relating to those assets was £ 0.26
million (2021: £ 0.09 million).
Borrowing costs capitalised during 2022 - Nil (2021: £ 1,051).
Amounts recognised in the statement of income are detailed
below:
Particular £000 £000
31 Dec 2022 31 Dec 2021
Depreciation on right-of-use assets 258 95
Interest expense on lease liabilities 181 175
Expense relating to short-term leases 9 13
Expense relating to low-value leases 0 1
448 284
Computers Office Equipment Furniture Vehicles Plant & Machinery Port Asset Right of use Capital Work in Progress Total
Asset
£000 £000 £000 £000 £000 £000 £000 £000 £000
Gross carrying amount
Balance 1 Jan 2021 41 136 262 577 25 50,214 1,733 80,801 133,789
Net Exchange Difference (1) (1) (2) (3) (1) (352) (12) (566) (938)
Additions 2 13 19 12 -- -- -- 4,051 4,051
Transfers from CWIP ^ -- 387 66 -- 23 59,661 -- (60,137) --
Disposals -- -- -- -- -- -- -- -- --
Balance 31 Dec 2021 42 535 345 586 47 109,523 1,721 24,149 136,948
Depreciation
Balance 1 Jan 2021 (30) (69) (64) (320) (3) (1,725) (235) -- (2,446)
Net Exchange Difference (2) 1 -- 2 1 (29) 2 -- (27)
Charge for the year (4) (45) (27) (44) (2) (2,914) (95) -- (3,131)
Disposals -- -- -- -- -- -- -- -- --
Transfer from computer to software -- -- -- -- -- -- -- -- --
Balance 31 Dec 2021 (36) (115) (91) (362) (4) (4,668) (328) -- (5,604)
Carrying amount 31 Dec 2021 6 420 254 224 43 104,855 1,393 24,149 131,344
^ During 2021, Company has capitalized an additional 22 acres of land, 340
meter of jetty and various support infrastructure cost and accordingly £
60,137 thousand has been transferred from CWIP to under various head i.e. Port
Asset £ 59,661 thousand, plant and machinery £ 23 thousand, Furniture £ 66
thousand and office equipment £ 387 thousand.
The Group has leased various assets including land and buildings. As at 31
December 2021, the net book value of recognised right-of use assets relating
to land and buildings was £ 1.39 million (2020: £ 1.49 million). The
depreciation charge for the period relating to those assets was £ 0.09
million (2020: £ 0.15 million).
Assets provided as security
· The following asset are provided as security for lease liability
payable as described in Note 20:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Vehicles 214 224
214 224
The vehicles, which are free from encumbrances, will also form as a
subservient charge of hypothecation towards securitisation of debt.
All other immovable and movable property with a carrying value of £
127,172,000 (2021: £131,124,000) is under hypothecation in favour of the
"Term lenders".
The Port facility being developed in India has been hypothecated by the Indian
subsidiary as security for the bank borrowings (revised outstanding as against
the borrowing limit sanctioned in 2021 as per OTR is INR 462 crore [£46.32
million]. (2021: INR 475.57 crore (£47.41 million)) for part financing the
build out of the facility.
The Indian subsidiary has estimated the total project cost of INR 1,404 crore
(£138.10 million) towards construction of the port facility. Out of the
aforesaid project cost, the contract signed with the major contractor is INR
1,049 crores (£105.21 million). As of 31 December 2022, the contractual
amount (net of advances) of INR 48.03 crores (£4.82 million) work is
unexecuted. There were no other material contractual commitments.
12 (b). Intangible Asset
Intangible Asset -
Asset
Software
Software
£000
Gross carrying amount
Balance 1 Jan 2022 14
Exchange Difference 0
Additions 19
Disposals --
Balance 31 Dec 2022 33
Depreciation
Balance 1 Jan 2022 (10)
Exchange Difference (0)
Charge for the year (9)
Disposals --
Balance 31 Dec 2022 (19)
Carrying amount 31 Dec 2022 14
Intangible Asset -
Asset
Software
Software
£000
Gross carrying amount
Balance 1 Jan 2021 13
Exchange Difference (1)
Additions 2
Disposals --
Balance 31 Dec 2021 14
Depreciation
Balance 1 Jan 2021 (9)
Exchange Difference --
Charge for the year (1)
Disposals --
Balance 31 Dec 2021 (10)
Carrying amount 31 Dec 2021 4
13. TRADE AND OTHER RECEIVABLES
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Deposits 1,442 2,493
Advances
- Related Party 1,160 3,612
- Others 10,483 12,077
Accrued Interest of fixed deposits 3 2
Accrued Income 126 16
Debtors
- Related Party 107 107
- Prepayment 102 134
- Others 687 43
14,110 18,484
Advances include payment to EPC contractor of £ 7.29 million (2021: £ 7.09
million) towards mobilisation advances and quarry development. These advances
will either be recovered as a deduction from the invoices being raised by the
contractor over the contract period or refunded.
The debtors - other include trade receivable other £ 0.00 million (2021: £
Nil million) which is past due for 30 days' management estimate that amount is
fully realisable hence no provision for expected credit loss is made for the
same amount.
The Group applies the IFRS 9 simplified approach to measuring expected credit
losses using a lifetime expected credit loss provision for trade and other
receivable. To measure expected credit losses on a collective basis, trade and
other receivables are grouped based on similar credit risk and aging. The
assets have similar risk characteristics to the trade receivables for similar
types of contracts.
The expected loss rates are based on the Group's historical credit losses
experienced. The historical loss rates are then adjusted to reflect current
and forward-looking information, any known legal and specific economic
factors, including the credit worthiness and ability of the customer to settle
the receivables.
The Group renegotiations or modifications of contractual cash flows of a
financial asset, which results in de-recognition, the revised instruments are
treated as a new or else the group recalculates the gross carrying amount of
the financial asset.
14. CASH AND CASH EQUIVALENTS
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Cash at bank and in hand 389 4,571
Deposits* 169 212
558 4,783
Cash at bank earns interest at floating rates based on bank deposit rates. The
fair value of cash and short-term deposits is £0.56 million (2021: £4.78
million).
Included in cash and cash equivalents is £0.00 million (2021: £0.74 million)
that is within a bank account in the name of Hunch Ventures (Karanja), as a
result of the 2018 and 2021 share sale. The Company is the beneficiary of
the account. During the year, we have been able to draw money out of this
account to cover working capital throughout the year.
*Deposits are placed under lien against Bank Guarantees issued by bank on
behalf of the group to various Government Authorities and the Debt Service
Reserve (DSR) as per the loan agreement with lenders.
15. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS
Risk Management
The Group's activities expose it to a variety of financial risks: market risk
(including currency risk and interest rate risk), credit risk and liquidity
risk. The Board of Directors carries out risk management.
(a)Market Risk
(i)Translation risk
Foreign currency risk is the risk that the fair value or future cash flows of
a financial instrument will fluctuate because of changes in market foreign
exchange rates. The Company's functional and presentation currency is the UK
Sterling (£). The functional currency of its subsidiary Karanja Terminal
& Logistics Private Limited (KTLPL) is INR and functional currency of
Karanja Terminal & Logistics (Cyprus) Ltd.
The exchange difference arising due to variances on translating a foreign
operation into the presentation currency results in a translation risk. These
exchange differences are recognised in other comprehensive income. As a
result, the profit, assets and liabilities of this entity must be converted to
GBP in order to bring the results into the consolidated financial statements.
The exchange differences resulting from converting the profit and loss account
at average rate and the assets and liabilities at closing rate are transferred
to the translation reserve.
While consolidating the Indian subsidiary accounts the group has taken closing
rate of GBP 1: INR 99.7436 for SOFP items and for profit and loss item GBP 1:
INR 97.0625.
This balance is cumulatively a £26.43m loss to equity (2021: £27.31m loss).
This is primarily due to a movement from approximately 1:70 to 1:100 between
2010 to 2013 and the translation reserve reaching a loss of £21.6m at 31
December 2013 and further increase in translation reserve from £21.6m to
£26.43m due to appreciation of GBP against INR during the period 2018 to
2022. The closing rate at 31 December 2022 was GBP1: INR 99.7436, hence as
compared to the translation loss reported between 2018-19, the same is
insignificant in 2022. With the majority of funding now in India this risk is
further mitigated. During 2022, the average and year-end spot rate used for
INR to GBP were 97.0625 and 99.7436 respectively (2021: 100.30 and 101.67).
Translation risk sensitivity
The Group's exposure to the risk of changes in foreign exchange rates relates
primarily to the cash and cash equivalents available with the Indian entity
and INR denominated balance of MPL in India amounting to INR 39.99 million
(£0.40 million) as on reporting date (prior year INR 106.12 million (£1.06
million)). In computing the below sensitivity analysis, the management has
assumed the following % movement between foreign currency (INR) and the
underlying functional currency GBP:
Functional Currency (£) 31 Dec 2022 31 Dec 2021
INR +- 10% +- 10%
The following table details the Group's sensitivity to appreciation or
depreciation in functional currency vis-à-vis the currency in which the
foreign currency cash and cash equivalents and borrowing are denominated:
Functional currency £ £
(depreciation by 10%) (appreciation by 10%)
£000 £000
Cash and cash equivalent
31 December 2022 44.44 (36.36)
31 December 2021 117.56 (96.19)
Borrowing
31 December 2022 (5,135.92) 4,202.12
31 December 2021 (5,144.55) 4,209.18
If the functional currency GBP had weakened with respect to foreign currency
(INR) by the percentages mentioned above, for year ended 31 December 2022 then
the effect will be change in profit and equity for the year by £4.17 million
(2021: £4.11 million). If the functional currency had strengthened with
respect to the various currencies, there would be an equal and opposite impact
on profit and equity for each year. This exchange difference arising due to
foreign currency exchange rate variances on translating a foreign operation
into the presentation currency results in a translation risk.
(ii) Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial
instrument will fluctuate because of changes in market interest rates. The
Group's exposure to the risk of changes in market interest rates relates
primarily to the Group's long-term debt obligations with floating interest
rates.
The base rate set by the bank may be changed periodically as per the
discretion of the bank in line with Reserve Bank of India (RBI) guidelines.
Based on the current economic outlook and RBI Guidance, management expects the
Indian economy to enter a lower interest rate regime as moderating inflation
will enable RBI and the banks to lower the base rate in the near future.
Interest rate sensitivity
At 31 December 2022, the Group is exposed to changes in market interest rates
through bank borrowings at variable interest rates. The exposure to interest
rates for the Group's money market funds is considered immaterial.
The following table illustrates the sensitivity of profit to a reasonably
possible change in interest rates of +/- 1% (2021: +/- 1%). These changes are
considered to be reasonably possible based on observation of current market
conditions. The calculations are based on a change in the average market
interest rate for each period, and the financial instruments held at each
reporting date that are sensitive to changes in interest rates. All other
variables are held constant.
Year Profit for the Year Equity, net of tax
£000 £000
+1% -1% +1% -1%
31 December 2023 (454) 454 (336) 336
31 December 2024 (424) 424 (314) 314
31 December 2025 (373) 373 (276) 276
31 December 2026 (305) 305 (226) 226
31 December 2027 (224) 224 (166) 166
31 December 2028 (135) 135 (100) 100
31 December 2029 (42) 42 (31) 31
31 December 2030 - - - -
31 December 2031 - - - -
31 December 2032 - - - -
(b) Credit risk
Credit risk is the risk that a counterparty fails to discharge an obligation
to the Group. The Group's maximum exposure (£ 2.81 Mn (2021: £ 9.05 Mn)) to
credit risk is limited to the carrying amount of financial assets recognised
at the reporting date.
The Group determines credit risk by checking a company's creditworthiness and
financial strength both before commencing trade and during the business
relationship at initial recognition and subsequently. Customer credit risk is
managed by the Company's established policy, procedures and control relating
to customer credit risk management. Credit quality of a customer is assessed
based on an extensive evaluation and individual credit limits are defined in
accordance with this assessment.
The Group's policy is to deal only with creditworthy counterparties. The Group
has no significant concentrations of credit risk.
The Group considers default to be when there is a breach of any of the terms
of agreement.
The Group writes off a financial asset when there is no realistic prospect of
recovery and all attempts to recover the balance have been exhausted. An
indication that all credit control activities have been exhausted and where
the asset due is greater than 365 days old or where there are insolvency
issues relating to the trade and other receivables.
The Group does not concentrate any of its deposits in one bank. This is seen
as being prudent and credit risk is managed by the management having conducted
its own due diligence. The balances held with banks are on a short-term basis.
Management reviews quarterly bank counter-party risk on an on-going basis.
(c) Liquidity risk
Liquidity risk is the risk that the Group might be unable to meet its
financial obligations. Prudent liquidity risk management implies maintaining
sufficient cash and marketable securities, the availability of funding through
an adequate amount of committed credit facilities.
The Indian subsidiary which is currently availing the term loan facility has
again approached the current consortium of lenders for a re-phasement of
current Term Loan, Funded Interest Term Loan (FITL) and Guaranteed Emergency
Credit Line (GECL) for 14 years including 2 years moratorium on the
consolidated term debt due to the cascading impact on the business of the
Indian subsidiary due to the relapse of Covid 19 pandemic.
The Group is in an advanced stage of negotiation with the current consortium
of lenders and is confident of obtaining a favourable response from the
lenders shortly.
The Group's objective is to maintain cash and demand deposits to meet its
liquidity requirements for 30-day periods at a minimum. This objective was met
for the reporting periods. Funding for build out of the port facility is
secured by sufficient equity, sanctioned credit facilities from lenders and
the ability to raise additional funds due to headroom in the capital
structure.
The Group manages its liquidity needs by monitoring scheduled contractual
payments for build out of the port facility as well as forecast cash inflows
and outflows due in day-to-day business. Liquidity needs are monitored and
reviewed by the management on a regular basis. Net cash requirements are
compared to available borrowing facilities in order to determine headroom or
any shortfalls. This analysis shows that available borrowing facilities are
expected to be sufficient over the lookout period.
Comparative working of the Group's non-derivative financial liabilities have
contractual maturities (and interest payments) as summarized below:
As at 31(st) December 2022
Payment falling due Principal payments Interest payments
INR in Crore £000 INR in Crore £000
Within 1 year 23.01 2,307 43.27 4,339
1 to 5 years 316.00 31,681 131.78 13,212
After 5 years 74.65 7,484 1.82 182
Total 413.65 41,472 176.87 17,733
The present composite rate of interest ranges from 7.95% to 10.55% and closing
exchange rate has been considered for the above analysis.
In addition, the Group's liquidity management policy involves considering the
level of liquid assets necessary to meet the funding requirement; monitoring
SOFP liquidity ratio against internal requirements and maintaining debt
financing plans. The current debt equity ratio with the lenders is 0.45 : 1.
As a part of monitoring SOFP liquidity ratio, management monitors the debt to
equity ratio and has specified optimal level for debt to equity ratio of 1:1.
As at 31(st) December 2021
Payment falling due Principal payments Interest payments
INR in Crore £000 INR in Crore £000
Within 1 year 10.40 1,037 44.36 4,423
1 to 5 years 202.04 20,144 145.95 14,551
After 5 years 251.97 25,122 36.94 3,683
Total 464.41 46,303 227.25 22,657
The present composite rate of interest ranges from 7.95% to 10.55% and closing
exchange rate has been considered for the above analysis.
In addition, the Group's liquidity management policy involves considering the
level of liquid assets necessary to meet the funding requirement; monitoring
SOFP liquidity ratio against internal requirements and maintaining debt
financing plans. The current debt equity ratio with the lenders is 0.45 : 1.
As a part of monitoring SOFP liquidity ratio, management monitors the debt to
equity ratio and has specified optimal level for debt to equity ratio of 1:1.
Financial Instruments
Fair Values
Set out below is a comparison by category of carrying amounts and fair values
of the entire Group's financial instruments that are carried in the financial
statements.
(Carried at amortised cost)
Note Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Financial Assets
2
Cash and Cash Equivalents 14 558 4,783
Trade and other receivables 13 2,252 4,263
2,810 9,046
Financial Liability
Borrowings 18 41,472 40,969
Trade and other payables 20 8,388 10,171
Employee benefit obligations 17 582 492
50,442 51,632
The fair value of the Group's financial assets and financial liabilities
significantly approximate their carrying amount as at the reporting date.
The carrying amount of financial assets and financial liabilities are measured
at amortised cost in the financial statements are a reasonable approximation
of their fair values since the Group does not anticipate that the carrying
amounts would be significantly different from the values that would eventually
be received or settled.
16. EQUITY
16.1 Issued Capital
The share capital of MPL consists only of fully paid ordinary shares of no par
value. The total number of issued and fully paid up shares of the Company as
on each reporting date is summarised as follows:
Particulars Year ended Year ended
31 December 22 31 December 21
No of shares No of shares No of shares £000
Shares issues and fully paid:
Beginning of the year 41,499,699 143,851 1,905,022,123 134,627
Addition in the year# ---- -- 2,244,947,810 10,102
Share issue cost -- -- -- (878)
Reduction of old shares due to consolidation of shares# -- -- (4,149,969,933) --
1 New shares issued for every 100 shares # -- -- 41,499,699 --
Closing number of shares 41,499,699 143,851 41,499,699 143,851
The stated capital amounts to £143.85 million (2021: £143.85 million) after
reduction of share issue costs. Holders of the ordinary shares are entitled to
receive dividends and other distributions and to attend and vote at any
general meeting. During the year the Company has allotted Nil (2021: 2,244.95
million) equity shares to various institutional and private investors, by way
of a rights issue.
16.2 Other Components of Equity
Retained Earnings
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Opening Balance (16,402) (10,394)
Addition during the year (9,621) (6,016)
Re-measurement of net defined benefit liability 1 8
Closing balance (26,022) (16,402)
Accumulated losses of £ 28.41 million (2021: £16.40 million) include all
current year retained profits.
Translation Reserve
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Opening Balance (27,237) (26,564)
Addition during the year 808 (673)
Closing balance (26,429) (27,237)
The translation reserve of £ 26.43 million (2021: £27.24 million) is on
account of exchange differences relating to the translation of the net assets
of the Group's foreign operations which relate to subsidiaries, from their
functional currency into the Group's presentational currency being Sterling.
17. EMPLOYEE BENEFIT OBLIGATIONS
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Non- Current
Pensions - defined benefit plans 53 43
53 43
Current
Wages, salaries 523 446
Pensions - defined benefit plans 6 3
529 449
18. BORROWINGS
Borrowings consist of the following:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Non-Current
Bank loan (refer note 26) 39,165 39,932
39,165 39,932
Current
Bank loan (refer note 26) 2,307 1,037
2,307 1,037
Borrowing
The Indian subsidiary which is currently availing the term loan facility has
again approached the current consortium of lenders for a re-phasement of
current term loan, Funded Interest Term Loan (FITL) and Guaranteed Emergency
Credit Line (GECL) for additional seven years including two year moratorium on
the consolidated term debt due to the cascading impact on the business of the
Indian subsidiary due to the relapse of Covid 19 pandemic
The impact of favourable response from the lenders on the proposal for
re-phasement, will enable the group to manage its cash flow and focus more on
operational stability and growth.
19 (a). NON-CURRENT tax ASSETS
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Income tax * 2,108 --
Non-current tax assets 2,108 --
* The income tax pertains to self -assessment tax as well as withholding
taxes paid during various assessment years.
The major portion of the tax pertains to the amounts paid under protest for
the Assessment Year (AY) 2011-2012 (£0.45 Mn) and AY 2012-13 (£1.47 Mn).
These amounts were deposited as a precondition for filing appeals with the
Income-tax authorities for these years. The Company is contesting the demands
and the management believes that its position is likely to be upheld in the
appellate process.
(Refer Note 25 for disclosure of Contingent liabilities in respect of these
matters)
19 (b). current tax liabilities
Current tax liabilities consist of the following:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Duties & taxes 17 59
Provision for Income Tax -- 356
Current tax liabilities 17 415
The carrying amounts and the movements in the Provision for Income Tax
account are as follows:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Carrying amount 1 January 2,342 2,344
Interest provision on outstanding tax liability -- 14
Less: Reversal of tax liability and interest provision (2,354) --
Exchange difference 12 (16)
Carrying amount 31 December -- 2,342
Income tax paid (net of provision) -- (1,986)
-- 356
The Group recognises liabilities for anticipated tax issues based on estimates
of whether additional taxes will be due. Where the outcome of assessment by
the Income Tax department on these matters is different from the amounts that
were initially recorded, such differences will impact the income tax
provisions in the period in which such determination is made. The Group
discharges the tax liability based on income tax assessment.
Based on the judgements passed by Income Tax Tribunal in favour of the Indian
Subsidiary for the assessment years 2013-14 to 2015-16, the Commissioner of
Income Tax - CIT-(A) has relied upon the ITAT judgement and issued order in
favour of the Indian subsidiary for the assessment years 2011-12 and 2012-13
as well.
Due to uncertainty, that Indian entity will generate sufficient future taxable
income to offset business losses incurred to realise deferred tax assets, the
management has therefore not recognised the Deferred Tax Asset amounting to
INR: 67.46 crore (£6.76 million).
20. TRADE AND OTHER PAYABLES
Trade and other payables consist of the following:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Non-Current
Lease liability (refer note 26) 1,611 1,562
Current
Lease Liability - (refer note 26) 817 795
Sundry creditors 8,400 10,174
Interest (prepaid) (12) (3)
8,388 10,171
Future minimum lease payments at 31 December 2022 were as follows -
Minimum lease payments due
Within 1 - 2 2 - 3 3 - 4 4 - 5 After 5 Total
1 year Year Year Year Year Year
Lease payments 1,006 245 247 202 188 5,593 7,441
Finance charges (189) (183) (175) (171) (167) (4,127) (5,013)
Net present values 817 62 72 31 20 1,426 2,428
Future minimum lease payments at 31 December 2021 were as follows -
Minimum lease payments due
Within 1 - 2 2 - 3 3 - 4 4 - 5 After 5 Total
1 year Year Year Year Year Year
Lease payments 980 219 210 211 170 5,578 7,368
Finance charges (185) (176) (173) (168) (167) (4,142) (5,011)
Net present values 795 43 37 43 3 1,436 2,357
21. RELATED PARTY TRANSACTIONS
The consolidated financial statements include the financial statements of the
Company and the subsidiaries listed in the following table:
Name Country of Incorporation Field Activity Ownership Interest Type of
share Held
HELD BY The Company (MPL): Cyprus
Karanja Terminal & Logistics (Cyprus) Ltd India Holding Company 100% Ordinary
Karanja Terminal & Logistics Private Ltd Operating company -Terminal Project 7.08% Ordinary
HELD BY Karanja Terminal & Logistics (Cyprus) Ltd:
Karanja Terminal & Logistics Private Ltd India Operating company -Terminal Project 92.70% Ordinary
The Group has the following related parties with whom it has entered into
transactions with during the year.
a) Shareholders having significant influence
The following shareholders of the Group have had a significant influence
during the year under review:
• SKIL Global Ports & Logistics Limited, which is 100% owned by
Mr. Nikhil Gandhi, holds 2.37% of issued share capital as at 31 December 2022
(as at 31 December 2021 - 2.37%) of Mercantile Ports & Logistics Limited.
• Lord Howard Flight holds 0.56% of issued share capital as on 31
December 2022 (as on 31 December 2021 - 0.56%) of Mercantile Ports &
Logistics Limited at the year end.
• Jay Mehta holds 0.50% of issued share capital as on 31 December
2022 (as on 31 December 2021 - 0.50%) of Mercantile Ports & Logistics
Limited at the year end.
• John Fitzgerald holds 0.14% of issued share capital as on 31
December 2022 (as on 31 December 2021 - 0.14%) of Mercantile Ports &
Logistics Limited at the year end.
• Jeremy Warner Allen holds 1.19% of issued share capital as on 31
December 2022 (as on 31 December 2021 - 1.19 %) of Mercantile Ports &
Logistics Limited at the year end.
• Karanpal Singh via Hunch Ventures and Investments Private Limited
holds 28.48% of issued share capital as on 31 December 2022 (as on 31 December
2021 - 28.48%) of Mercantile Ports & Logistics Limited at the year end.
b) Key Managerial Personnel of the parent
Non-executive Directors
- Lord Howard Flight
- Mr. John Fitzgerald
- Jeremy Warner Allen
- Karanpal Singh
- Peter Mills - Resigned with effect from 31 January 2022
- Amit Dutta - With effect from 11 January 2022
- Dmitri Tsvetkov - With effect from 1 February 2022
- Nikhil Gandhi
Executive Directors
- Mr. Jay Mehta (Managing Director)
c) Key Managerial Personnel of the subsidiaries
Directors of KTLPL (India)
- Mr. Jay Mehta
- Mr. Rakesh Bajaj
Directors of Karanja Terminal & Logistics (Cyprus) Ltd - KTLCL (Cyprus)
- Ms. Andria Andreou
- Ms. Chrystalla Stavrou
d) Other related party disclosure
Entities that are controlled, jointly controlled or significantly influenced
by, or for which significant voting power in such entity resides with,
directly or indirectly, any individual or close family member of such
individual referred above.
- SKIL Infrastructure Limited
- Grevek Investment & Finance Private Limited
- Athos Hq Group Bus. Ser. Cy Ltd
- John Fitzgerald Limited
- KJS Concrete Private Limited
- Himangini Singh
e) Transaction with related parties
The following transactions took place between the Group and related parties
during the year ended 31 December 2022:
Nature of transaction Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Athos Hq Group Bus. Ser. Cy Ltd Administrative fees 13 14
13 14
The following table provides the total amount outstanding with related parties
as at year ended 31 December 2022:
Transactions with shareholder having significant influence
Nature of transaction Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
SKIL Global Ports & Logistics Limited
Debtors Advances 107 107
Hunch Ventures and Investment Limited*
Advances recoverable in cash or in kind Advances 1,110 3,562
Jay Mehta
Advances recoverable in cash or in kind Share Subscription -- 50
1,217 3,719
* At the time of the placing and subscription in August 2021, the Company
intended for the proceeds of the fundraising to be held in the Company's bank
account in Guernsey. The subscription monies from Hunch Ventures required
Reserve Bank of India ("RBI") approval in order to be remitted to Guernsey.
However, at the time of the Company's General Meeting on 9th September 2021,
the Company confirmed that it had directed Hunch Ventures to transfer the
subscription monies to one of the Company's Indian bank accounts and that was
done.
Subsequently, the Board resolved that it did wish the funds to be transferred
to Guernsey and, as a result, requested that Hunch Ventures pursue the "RBI
approval" route once more. In pursuing this, Hunch Venture's bank required the
subscription monies to be transferred to Hunch Venture's account so that
application could be made for the funds to be moved to Guernsey.
The Company is able to rely on the support documentation to the RBI process,
put in place at the time of Hunch Ventures' original investment in 2018. It
should be noted that the Company continues to have access to the Subscription
monies and, since the period end, has accessed these funds.
Given the time being taken to receive RBI approval, the Company and Hunch
Ventures have received advice on an alternative structure to achieve the
Company's desired treasury requirements, without the requirement to receive
RBI approval.
Transactions with Key Managerial Personnel of the subsidiaries
See Key Managerial Personnel Compensation details as provided below
Advisory services fee
None
Compensation to Key Managerial Personnel of the parent
Fees paid to persons or entities considered Key Managerial Personnel of the
Group include:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Non-Executive Directors fees
- Jeremy Warner Allen 40 40
- Lord 40 40
Flight
- John Fitzgerald 45 45
- Peter Mills 3 29
- Karanpal Singh -- --
-
- Amit Dutta 34 --
- Dmitri Tsvetkov 42 --
204 154
Executive Directors Fees
- Jay Mehta 93 89
- Nikhil Gandhi 188 180
281 269
Total compensation paid to Key Managerial Personnel 485 423
Compensation to Key Managerial Personnel of the subsidiaries
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Directors' fees
KTLCL - Cyprus 3 3
3 3
Sundry Creditors
As at 31 December 2022, the Group had £3.29 million (2021: £3.25 million) as
sundry creditors with related parties.
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Grevek Investment & Finance Private Ltd 3,292 3,254
3,292 3,254
Ultimate controlling party
The Directors do not consider there to be an ultimate controlling party.
22. CASH FLOW ADJUSTMENTS AND CHANGES IN WORKING CAPITAL
The following non-cash flow adjustments and adjustments for changes in working
capital have been made to profit before tax to arrive at operating cash flow:
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Non-cash flow adjustments
Depreciation 6,231 3,132
Finance Income (38) (40)
Finance cost 5,543 4,459
Re-measurement of net defined benefit liability (1) (8)
Advance written off* -- 3,000
Gain from extinguishment of debt (refer note 8(a)) -- (5,408)
Provision for Gratuity 13 14
11,748 5,149
Increase/(Decrease) in trade and other payables 247 (668)
Decrease/(Increase) in trade and other receivables 154 (4,001)
Increase in inventory (96) --
305 (4,669)
*Amount paid to contractor by way of shares, which was valued £3 million were
written off due to non-acceptance/confirmation by contractor due to
substantial fall in price of shares.
23. CAPITAL MANAGEMENT POLICIES AND PROCEDURE
The Group's capital management objectives are:
• To ensure the Group's ability to continue as a
going concern
• To provide an adequate return to shareholders
Capital
The Company's capital includes share premium (reduced by share issue costs),
retained earnings and translation reserve which are reflected on the face of
the Statement of Financial Position and in Note 16.
24. EMPLOYEE BENEFIT OBLIGATIONS
a. Defined Contribution Plan:
The following amount recognized as an expense in statement of
profit and loss on account of provident fund and other funds. There are no
other obligations other than the contribution payable to the respective
authorities.
Year ended Year ended
31 Dec 22 31 Dec 21
£000 £000
Contribution to Provident Fund 12 8
Contribution to ESIC 2 1
14 9
b. Defined Benefit Plan:
The Company has an unfunded defined benefit gratuity plan. The
gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act,
employee who has completed five years of service is entitled to specific
benefit. The level of benefits provided depends on the member's tenure of
service and salary at retirement age. Every employee who has completed five
years or more of service gets a gratuity on departure at 15 days' salary (last
drawn salary) for each completed year of service as per the provision of the
Payment of Gratuity Act, 1972 with total ceiling on gratuity of INR 2 Mn. With
effect from 20 Feb 2020 (2021: INR 2 Mn.).
The following tables summaries the components of net benefit
expense recognised in the Consolidated Statement of Comprehensive Income and
the funded status and amounts recognised in the Consolidated Statement of
Financial Position for the gratuity plan:
As at As at
31 Dec 22
31 Dec 22
Particulars
£000
£000
Statement of Comprehensive Income
Net employee benefit expense recognised in the employee cost
Current service cost 11 12
Interest cost on defined benefit obligation 3 2
Total expense charged to loss for the period 14 14
Amount recorded in Other Comprehensive Income (OCI)
Opening amount recognised in OCI
Re-measurement during the period due to :
Actuarial (gain) arising from change in financial assumptions (4) (3)
Actuarial (gain) / loss arising on account of experience changes 3 (5)
Amount recognised in OCI (1) (8)
Closing amount recognised in OCI (1) (8)
Reconciliation of net liability / asset
Opening defined benefit liability 46 40
Expense charged to profit or loss account 14 14
Amount recognised in Other Comprehensive (Income) (1) (8)
Closing net defined benefit liability 59 46
Movement in benefit obligation and Consolidated Statement of Financial
Position
A reconciliation of the benefit obligation during the inter-valuation period:
Particulars As at As at
31 Dec 22
31 Dec 21
£000
£000
Opening defined benefit obligation 46 40
Current service cost 11 11
Interest on defined benefit obligation 3 3
Re-measurement during the period due to :
Actuarial (gain) arising on account of experience changes (4) (5)
Actuarial loss / (gain) arising from change in financial assumptions 3 (3)
Closing defined benefit obligation liability recognised in Consolidated 59 46
Statement of Financial Position
Particulars As at As at
31 Dec 22
31 Dec 21
£000
£000
Net liability is bifurcated as follows :
Current 6 3
Non-current 53 43
Net liability 59 46
25. CONTINGENT LIABILITIES AND COMMITMENTS
Particulars As at As at
31 Dec 22
31 Dec 21
£000
£000
Bank guarantee issued to Maharashtra Pollution Control Board towards issuing 30 30
the consent to operate the Port
The Commissioner Of Customs - Jawaharlal Nehru Custom House towards the 100 100
collateral for acting as a custodian of the Cargo handled at the Port
There is an ongoing arbitration proceeding initiated by the Indian subsidiary 7,695 --
with the dredging sub-contractor for claiming damages for non-performance
under dredging contract to the tune of ₹214 crores (£21.5 Mn) and a counter
claim made by the sub-contractor for ₹76.75 crores (£7.69 Mn).
The matter is under arbitration act in the jurisdiction of Mumbai. Based on
the legal opinion obtained, management is confident that the outcome will be
in favour of the Company.
The counter claim made by the sub-contractor on the Company is considered as a
contingent liability.
The Income tax liability to the tune of ₹44.29 crores (£4.44 Mn) (exclusive 6,822 4,416
of any interest or penalties) for the Assessment years 2013-14, 2014-15 and
2015-16 has been reversed in 2019 based on the Income Tax Appellate Tribunal
(ITAT) judgement.
For the Assessment years 2011-12 and 2012-13, based on the decision awarded in
favour of the Indian subsidiary issued by the Principal Commissioner of Income
Tax (Appeals) vide the order dated 20th March, 2023, the provisions for these
years has been reversed.
Cash outflows, if any, is determinable on receipt of judgments pending at
respective authorities.
Estimated value of contracts in capital account in relation to property, plant 4,815 126
and equipment remaining to be executed and not provided
for (net of advances)
26. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES
The changes in the Group's liabilities arising from financing activities can
be classified as follows:
Particulars Long-term borrowing Current maturity of long term borrowing Interest on long term borrowing Leased Total
£000 £000 £000 liabilities
£000 £000
1 January 2022 39,932 1,037 (3) 2,357 43,323
Cash-flows:
- Repayment -- (881) -- (138) (1,019)
- Accrued during period -- -- 5,372 171 5,543
- Paid during the year -- -- (4,217) -- (4,217)
Non-cash:
- Exchange difference 239 -- (19) 38 258
- Interest on term loan converted to FITL 517 -- (517) -- --
- Interest on term loan EIR adjustment
628 -- (628) -- --
- Reclassification* (2,151) 2,151 -- -- --
31 December 2022 39,165 2,307 (12) 2,428 43,888
*refer note 18 (borrowings)
Particulars Long-term borrowing Current maturity of long term borrowing Interest on long term borrowing Leased Total
£000 £000 £000 liabilities
£000 £000
1 January 2021 34,729 4,074 3,201 2,410 44,414
Cash-flows:
- Repayment (641) -- (810) (203) (1,654)
- Proceeds 984 -- -- -- 984
- Accrued during period -- -- 4,980 168 5,148
Non-cash:
- Exchange difference (226) -- (51) (18) (295)
- Interest on term loan converted in to term loan 4,441 -- (4,441) -- --
- Interest on term loan converted to FITL 2,882 -- (2,882) -- --
- Gain on debt modification# (5,408) -- -- -- (5,408)
- Interest on term loan EIR adjustment# 134 -- -- -- 134
- Reclassification* 3,037 (3,037) - -- --
31 December 2021 39,932 1,037 (3) 2,357 43,323
27. EVENTS OCCURRING AFTER REPORTING PERIOD
The Covid-19 pandemic coupled with the Russia-Ukraine war spiked inflationary
pressure, forcing the central banks across the world to hike their key lending
rates. In FY23, the Reserve Bank of India has hiked the repo rate several
times. It has increased by 2.5 per cent between May 2022 and February 2023.
The interest rate hikes in India were more of a response to the rate hike by
U.S. Fed increasing the Fed fund rate from 0.25% to expected 5.25% by June of
2023. This coupled with the collapse of Silicon Valley Bank in the U.S.
heightened the fragile recovery in the investor sentiment globally.
The Indian subsidiary has signed a contract with Customers for handling
container business.
The Group has also successfully closed the fund raise of £ 8.2 Mn. (net of
costs), comprising of 101,949,999 - placement shares, 195,000,000 -
subscription shares and 4,529,661 retail shares resulting in a total of
301,479,660 new ordinary shares.
28. AUTHORISATION OF FINANCIAL STATEMENTS
The consolidated financial statements for the year ended 31 December 2022 were
approved and authorised for issue by the Board of Directors on 29 June
2023.
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