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Mercantile Ports&Log (MPL)

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Thursday 07 October, 2021

Mercantile Ports&Log

Final Results

RNS Number : 2762O
Mercantile Ports & Logistics Ltd
07 October 2021
 

07 October 2021

 

Mercantile Ports & Logistics Limited

("MPL", the "Group" or the "Company")

 

Final Results

 

Mercantile Ports & Logistics Limited (AIM: MPL), which is operating and developing out its port and logistics facility in Navi Mumbai, Maharashtra, India, is pleased to announce its preliminary results for the year ended 31 December 2020.

 

Highlights

 

· Significant increase in revenues generated in FY 2020 to £0.75m (FY 2019: £0.03m) following recommencement of operations of the port in a very challenging environment

· Tata-Daewoo JV, which is constructing the longest sea bridge in India and is the first customer of the port, took over the contracted land parcel in April 2020 to commence fabrication activities for the bridge.

· Advanced negotiations with numerous customers during the period, culminating in the delivery of three new long-term contracts post period end

 

Post Period End Highlights

 

· Successfully raised £10.1 million in August 2021 to enable the Company to secure further contracts, construct further storage facilities, service debt and for general working capital purposes

· Completed debt restructuring with existing lenders on favourable terms including a c400 bps reduction in interest rate from 13.45% to 9.5%

· Healthy pipeline of future potential business interacting with some of the largest global companies as well as some of the largest known companies in our region

 

 

While the audit was intended to be released on September 30th, the auditors brought to the attention of management a tax provision that had been stated in the previous years and queried whether that provision continued to be required in light of a judgement in favour of the Group given by the Income Tax Appellate Tribunal. Upon challenge, management determined that evidence supporting the release of the provisions was available at the time of filing the 2019 financial statements. The release of the audited financials had to be delayed as the Group processed the financials to release the provision, which represents a further strengthening of the company's capital structure.

 

 

 

Jeremy Warner Allen, Chairman of MPL, commented:

 

"In 2020 we re-commenced operations of the port in a very challenging environment caused due to the impact of Covid-19 pandemic, with the firm support of our stakeholders.

 

"At the same time, we continued to make progress with our strategic objectives and continue to strive to sign long term contracts with niche clients which will add value to our facility as well as market standing. Our team has continued to make progress with contract negotiations and other areas despite the lockdown and, given the current capability of the facility and its location, I believe that we are well positioned in every way to perform strongly as restrictions are lifted and trading conditions improve."

 

 

 

Enquiries:

 

Mercantile Ports & Logistics Ltd

Jay Mehta

 

C/O SEC Newgate

 

+44 (0)203 757 6880

Cenkos Securities plc

Stephen Keys

(Nomad and Joint Broker)

+44 (0)207 397 8900

SEC Newgate

Elisabeth Cowell/ Isabelle Smurfit

(Financial PR)

+44 (0)203 757 6880

 

[email protected]

 

 

Chairman's Statement

 

2020 saw the coronavirus COVID-19 pandemic as a defining global health crisis of our time and perhaps the greatest challenge the world has faced since World War II. Despite this, progress at our Karanja facility continued as the management team strived to support the existing clients, including the Tata Projects and Daewoo Engineering Joint Venture (the "JV").

As well as being a health crisis, the pandemic also caused a socio-economic crisis and the Company's facility at Karanja was not immune as the global economy witnessed an unprecedented slowdown. I, however, remain optimistic on Indian Government's efforts to revive the economy and Karanja port remains strategically important to the region's growing cargo traffic demand from the hinterland.

Revenue from the JV project started to flow from Q2 of 2020, as scheduled and we are proud to be associated with the JV, which is building a high profile connectivity infrastructure project in Mumbai, India. Under this project, the JV is using our facility as its port, logistics and engineering base to execute its work streams for the construction of India's longest sea bridge - the Mumbai Trans Harbour Link, which is one of the largest and most complex engineering projects in India. The Company handed over the dedicated berth and land portion on time and as contracted and, despite majority of FY 2020 being impacted by lock-downs and restrictions, the Company completed ground improvement works for the JV.

The Company continued negotiations with potential customers, although concluding these negotiations was, inevitably, delayed due to travel restrictions preventing customers visiting the Facility for much of the period. Negotiations took place with well-established traders based in our region to handle products such as sand, coal, steel coils and bars, cement, fly ash, fertiliser, bentonite, edible oils, base oils and bitumen amongst others. With 2020 firmly behind us, the Group has made a further progress during 2021. We have announced the signing of three new business contracts and have built a very healthy pipeline of future potential business interacting with some of the largest global companies as well as some of the largest known companies in our region. We are also pleased that our debt facility has been restructured with the decrease in interest on the debt facility, which reflects the banks own confidence in the viability of our business and we concluded an equity fundraising, raising £10.1million (before expenses) to enable the Company to secure further contracts, construct further storage facilities, service debt and for general working capital purposes.

In conclusion, in 2020 we re-commenced operations of the port in a very challenging environment caused due to the impact of Covid-19 pandemic, with the firm support of our stakeholders.

At the same time, we continued to make progress with our strategic objectives and continue to strive to sign long term contracts with niche clients which will add value to our facility as well as market standing. Our team has continued to make progress with contract negotiations and other areas despite the lockdown and, given the current capability of the facility and its location, I believe that we are well positioned in every way to perform strongly as restrictions are lifted and trading conditions improve.

Jeremy Warner Allen

Chairman

Mercantile Ports & Logistics Limited 

06 October 2021

 

 

 

Operational Review

 

Indian Economy and Port Sector

COVID-19 spread globally, impacting billions of people around the world with a severe negative bearing on the global economy.

With the rapid outbreak of the disease, the World Health Organisation declared it a Global Pandemic in March 2020 and the Government of India announced an unprecedented nation-wide lockdown from 25th March, 2020.

The lockdown severely impacted India's manufacturing sector and the overall GDP resulting into job losses and reduction in salaries across various sectors. Companies across various sectors took cost control measures to conserve cash and to ensure survival in the Year 2020. Whilst the position has improved, there remains uncertainty in the global growth forecast in view of several unknown factors, including the trajectory of the pandemic in the coming months, the spending pattern of the population, the restoration of demand and the global supply chain.

Most countries have experienced a recession in their respective economies, with a corresponding impact on global shipping. Whilst there was insufficient cargo to carry, and to save on their operating costs, many shipping lines have been skipping the port calls to India.

Perhaps one of the most material long-term impacts of this outbreak will be the move to diversify supply chains and the avoidance of having the manufacturing concentrated in one country. Though smaller countries like Vietnam and Indonesia have had initial success in attracting a number of companies from China, India too has a huge opportunity to attract companies to set up their manufacturing facility. India's large captive market and its geographical location for catering to global demand can be an attractive proposition.

While the Central Government has announced several measures to attract these companies, the State Governments also have an important role in providing easy availability of land, improved labour laws and transparent and efficient administration at the ground level, if these companies are to set up their manufacturing facility in the country.

A major portion of the all-important Western Dedicated Freight Corridor (DFC) is likely to become operational by end of this calendar year or early next year, depending upon how soon the authorities are able to resume the work post the lifting of COVID-19 related restrictions.

The Ports in Maharashtra will be connected on the corridor and it should help in the major reduction of the inland logistics cost for manufacturers located in western and central India, making them competitive and helping them regain their lost market share in exports. The DFC can also be a showcase project to the international manufacturing companies exploring to locate to India. During the lockdown, the rail evacuation was extremely efficient, reliable and cost competitive. It should hopefully help the railways to gain some market share from the road evacuation and after commencement of DFC it could further strengthen the position of railways in freight movement. With Karanja's proximity to rail links, the Facility is well placed to benefit from these dynamics.

Much of the dry bulk cargo on the west coast of India mainly comprises coal and fertiliser imports.  With India being amongst the fastest growing economies, the demand for power supply will continue to rise and is likely to create a gap between the rising demand and supply of the domestic coal. Currently, the Company continues to have a logistical disadvantage for coal transportation by rail into northern hinterland. However, post commencement of DFC, depending upon the freight rates, the Company expects to have the ability to participate in some opportunities. In the case of fertiliser cargo, whilst the country is focusing on becoming self-sufficient by increasing its domestic production, in the short to medium term, imports are likely to continue. The future growth in import of fertiliser cargo would depend upon the government policies and the price of cargo in international markets but the Company is well situation to be a beneficiary of increased volumes of dry bulk cargo in the region.  

Going Concern

The Board initially, post the outbreak of Covid-19, assessed the Group's ability to operate as a going concern for the next 12 months from the date of signing the financial statements, based on a financial model which was prepared as part of approving the 2021 budget.

The Directors considered the cash forecasts prepared for the two-years ending 31 December 2022 (which includes the potential impact of COVID-19), together with certain assumptions for revenue and costs, to satisfy themselves of the appropriateness of the going concern basis used in preparing the financial statements.

In June 2021 (Post year-end), MPL successfully managed to have its debt facility re-structured with the existing lenders on favourable terms including a c400 bps reduction in interest rate from 13.45% to 9.5%, deferment of principal repayment by 24 months and a moratorium on interest payment up to March 2022. The total size of the restructured facility is c.GBP 47.6 million repayable over 7 years in 28 quarterly installments starting October 2022.

The company further raised £10.1 million (£9 million after costs)  in August 2021 via subscription, share placing and Primary Bid. Proceeds of the fund raise are expected to be utilized for business development, servicing new and existing contracts, debt servicing and general working capital requirements.

The Directors also took account of the principal risks and uncertainties facing the business referred to above, a sensitivity analysis on the key revenue growth assumption and the effectiveness of available mitigating actions.

The uncertainty as to the future impact on the Group of the recent Covid-19 outbreak has subsequently been considered as part of the Group's adoption of the going concern basis. In the downside scenario analysis performed, the Directors have considered the impact of the Covid-19 outbreak on the Group's trading and cash flow forecasts. In preparing this analysis, the Directors assumed that the lockdown effects of the Covid-19 virus would peak in India around the end of June 2021 and trading will normalize over the subsequent few months, albeit attaining substantially lower levels of revenue than budgeted, for at least the rest of the current financial year.

A range of mitigating actions within the control of management were assumed, including deferment in the Directors and all staff salary by 35% from April 2020 onwards, a reduction in all non-essential services and delay in building out the facility which is not needed for the current three signed contracts until significant revenue is being generated. The Directors have also availed financial support by way of relief measures introduced by RBI in India. The Group has successfully renegotiated its debt facility with the lenders, resulting in a c.400 bps reduction in the rate of interest, a moratorium on interest payment and deferment of principal repayment by 24 months.

The Group continues to closely monitor and manage its liquidity risk. In assessing the Group's going concern status, the Directors have taken account of the financial position of the Group, anticipated future availment of bank facilities and other funding options, its capital investment plans and forecast of gross operating margins as and when the operations commence.

Based on the above indications, after taking into account the impact of Covid-19 on the Group's future operations, the Board is confident that they have implemented appropriate measures to adequately mitigate the above risks and that the group is a going concern for the foreseeable future.

Conclusion

Our Facility is well on its way to ramping up capacity utilization and to achieve its targeted revenues. In the TATA-Daewoo JV, we have a high profile partner and for which we are delivering and intend to leverage off the experience and the track record that has been gained through this relationship.

The impact of COVID-19 on India is well documented. However, swift Government action and an aggressive vaccination program has led to a faster economic recovery compared to the first wave of the pandemic and we remain confident that the trajectory of this recovery remains positive. Karanja lies at the heart of India's trading gateway and, with India's macro fundamentals continuing to remain robust, the Board continues to see enormous opportunities available to the Group.
 

Consolidated Statement of Comprehensive Income

for the Year ended 31 December 2020

 

 

Notes

Year ended

 31 Dec 20

£000

Year ended 31 Dec 19

(restated*)

£000

CONTINUING OPERATIONS

 

 

 

Revenue

5

745

30

Cost of sales

6

(48)

(47)

 

 

697

(17)

Administrative Expenses

7

(4,944)

(4,351)

OPERATING LOSS

 

(4,247)

(4,368)

 

 

 

 

Finance Income

8

104

19

Finance Cost

8

(1,976)

(632)

NET FINANCING COST

 

(1,872)

(613)

LOSS BEFORE TAX

 

(6,119)

(4,981)

Tax (expense)/Income for the  year

9

(456)

4,927

Loss FOR THE YEAR

 

(6,575)

(54)

 

 

 

 

Loss for the year attributable to:

 

 

 

Non-controlling interest

 

(11)

4

Owners of the parent

 

(6,564)

(58)

LOSS FOR THE YEAR

 

(6,575)

(54)

 

 

 

 

Other Comprehensive (Loss)/income:

 

 

 

Items that will not be reclassified subsequently to profit or (loss)

 

 

 

Re-measurement of net defined benefit liability

24

(4)

4

Items that will be reclassified subsequently to profit or (loss)

 

 

 

Exchange differences on translating foreign operations

 

(6,161)

(5,445)

Other comprehensive expense for the year

 

(6,165)

(5,441)

 

Total comprehensive expense for the year

 

(12,740)

(5,495)

 

Total comprehensive expense for the year attributable to:

 

 

Non-controlling interest

 

(11)

4

Owners of the parent

 

(12,729)

(5,499)

 

 

(12,740)

(5,495)

Earnings per share (consolidated):

 

 

 

Basic &  Diluted, for the year attributable to ordinary equity holders

11 

(0.003p)

(0.000p)

The accompanying notes on page 50 to 81 form part of these consolidated financial statements.

(*) Refer to note 27 for full details of the restatement of position at 31 December 2019

 

Consolidated Statement of Financial Position

as at 31 December 2020

 

 

Notes

Year ended

 31 Dec 20

  £000

As at

31 Dec 19

(restated*)

  £000

Assets

 

 

 

Property, plant and equipment

12(a)

131,343

133,108

Intangible asset

12(b)

4

5

Total non-current assets

 

131,347

133,113

 

 

 

 

Trade and other receivables

13

18,771

16,658

Cash and cash equivalents

14

3,895

14,823

Total current assets

 

22,666

31,481

 

 

 

 

Total assets

 

154,013

164,594

 

 

 

 

Equity

 

 

 

Stated Capital

16

134,627

134,627

Retained earnings

16

(10,394)

(3,826)

Translation Reserve

16

(26,564)

(20,403)

Equity attributable to owners of parent

 

97,669

110,398

Non-controlling Interest

 

4

15

Total equity

 

97,673

110,413

 

 

 

 

Liabilities

 

 

 

Non-current

 

 

 

Employee benefit obligations

17

7

4

Borrowings

18

34,729

35,989

Lease liabilities payables

20

1,716

2,460

Non-current liabilities

 

36,452

38,453

Current

 

 

 

Employee benefit obligations

17

224

130

Borrowings

18

4,074

2,605

Current tax liabilities

19

384

140

Lease liabilities payable

20

694

930

Trade and other payable

20

14,512

11,923

Current liabilities

 

19,888

15,728

Total liabilities

 

56,340

54,181

 

 

 

 

Total equity and liabilities

 

154,013

164,594

         

 

 The accompanying notes on page 50 to 81 form part of these consolidated financial statements.

 

 (*) Refer to note 27 for full details of the restatement of position as at 31 December 2019 

 

 The consolidated financial statements have been approved and authorized for issue by the Board on 06 October 2021

 

 

Jay Mehta

Director

 

  CONSOLIDATED STATEMENT OF CASH FLOWS

for the Year ended 31 December 2020

 

 

Notes

Year ended

31 Dec 20

£000

Year ended

 31 Dec 19

£000

CASH FLOW FROM OPERATING ACTIVITIES

 

 

 

Loss before tax

 

(6119)

(4,981)

Non cash flow adjustments

22

2,020

1,204

Operating (loss)/profit before working capital changes

 

(4,099)

(3,777)

Net changes in working capital

22

1,661

1,811

Net cash from operating activities

 

(2,438)

(1,966)

 

 

 

 

 

 

 

 

CASH FLOW FROM INVESTING ACTIVITIES

 

 

 

Purchase of property, plant and equipment

 

(8,390)

(4,221)

Finance Income

8

73

15

Net cash used in investing activities

 

(8,317)

(4,206)

 

 

 

 

CASH FLOW FROM FINANCING ACTIVITIES

 

 

 

Issue of Share Capital 

16

--

8,287

Proceeds from borrowing

 

2,678

6,906

Interest paid on borrowing

 

(1,520)

(6,737)

Repayment of leasing liabilities principal

 

(845)

(313)

Interest payment on leasing liabilities

 

(188)

(62)

Net cash from financing activities

 

125

8,081

 

Net change in cash and cash equivalents

 

(10,630)

1,909

 

 

 

 

Cash and cash equivalents, beginning of the year

 

14,823

13,113

Exchange difference on cash and cash equivalents

 

(298)

(199)

Cash and cash equivalents, end of the year

 

3,895

14,823

 

 

The accompanying notes on page 50 to 81 form part of these consolidated financial statements .

 

 

 

 

Consolidated Statement of Changes in Equity

 

for the Year ended 31 December 2020

 

 

Stated

Capital

Translation

Reserve

Retained

Earnings

Other

Components of equity

Non- controlling Interest

Total

Equity

 

£000

£000

£000

£000

£000

£000

Balance at

1 January 2020 (restated*)

134,627

(20,403)

(3,826)

--

15

110,413

Issue of share capital

--

--

--

--

-

--

Share Issue cost

--

--

--

--

-

--

Transaction with owners

134,627

(20,403)

(3,826)

--

15

110,413

Loss for the year

--

--

(6,564)

--

(11)

(6,575)

Foreign currency translation difference for foreign operations

--

(6,161)

--

--

--

(6,161)

 

Re-measurement of net defined benefit liability

--

--

--

(4)

--

(4)

 

Re-measurement of net defined benefit liability transfer to retained earning

--

--

(4)

4

--

--

 

Total comprehensive income for the year

--

(6,161)

(6,568)

--

(11)

(12,740)

Balance at

31 December 2020

134,627

(26,564)

(10,394)

--

4

97,673

 

 

 

 

 

 

 

Balance at

1 January 2019

134,627

(14,958)

(3,772)

--

11

115,908

Issue of share capital

--

--

-

--

-

--

Share Issue cost

--

--

-

--

-

--

Transaction with owners

134,627

(14,958)

(3,772)

--

11

115,908

Loss for the year (restated*)

--

--

(58)

--

4

(54)

Foreign currency translation difference for foreign operations (restated*)

--

(5,445)

--

--

--

(5,445)

 

Re-measurement of net defined benefit liability

--

--

-

4

--

4

 

Re-measurement of net defined benefit liability transfer to retained earning

--

--

4

(4)

--

--

 

Total comprehensive income for the year(restated*)

--

(5,445)

(54)

--

4

(5,495)

Balance at

31 December 2019(restated*)

134,627

(20,403)

(3,826)

--

15

110,413

 

 

The accompanying notes on page 50 to 81 form part of these consolidated financial statements.

 

(*) Refer to note 27 for full details of the restatement of position as at 31 December 2019

 

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 Martello Court, Admiral Park, St. Peter Port, Guernsey GY1 3HB. 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 2020, and are 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 2020, the Group had 59 (Fifty-Nine) (2019: 56 (Fifty-six) 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

 

The financial statements have been prepared on a going concern basis as the Group has adequate funds to enable it to exist as a going concern for the foreseeable future. The Group has almost completed the construction work at site and the Directors believe that they will have sufficient equity, sanctioned credit facilities from lenders and headroom in the capital structure for managing the balance work as well as Port operations at the Facility.

 

The Directors considered the cash forecasts prepared for the nineteen months ending 31st December,2022, together with certain assumptions for revenue and costs, to satisfy themselves of the appropriateness of the going concern basis used in preparing the financial statements.

 

Regarding financing, the group has £3.9 million cash balance as at 31 December 2020 and £9.36 million still to drawdown on its the Rupee term loan facility of INR 480. Under the original terms of the loan facility the company was to start repayment of the principal amount from June 2020, which was revised to September, 2020 due to Covid 19 Lockdown and subsequently one more revision with the RBI circular dated 6th August, 2020 the same has been deferred for a period of 24 months and now to commence from Oct. 2022 quarter onwards. The directors believe that the debt providers will continue to support the Group thereafter.

 

A range of mitigating actions within the control of management were assumed, including reductions in the Directors and all staff salary by 35% from May 2020 until Mid- April 2021, a reduction in all non-essential services and delay in building out the facility which isn't needed for the current 4 signed customer contracts, until significant revenue is again being generated. The Directors have also considered the financial support commitment made by the RBI in India. The Directors had productive discussions with its lenders on the subject.

 

In line with relief measures provided by the RBI to borrowers impacted by Covid-19 related distress, KTPL pursued with the lenders in OTR (One Time Restructuring) which was sanctioned and implemented in Jun'21. Salient features of the OTR are as below:

 

1.  Deferment of commencement of principal repayment by 24 months (Oct'20 to Oct'22)

2.  Reduction in interest rate by c.400 bps (from 13.45% to 9.5%)

3.  Moratorium on interest payments up to Feb'22

in August 2021 the company raised £ 10.1 million (gross) and the proceeds net of fundraise expense are £8.97 million, via subscription, share placing and Primary Bid. Proceeds of the fund raise are expected to be utilized for business development, servicing new and existing contracts, debt servicing and general working capital requirements.  There is additional line of credit of 4.5 million from Hunch Ventures, to provide additional headroom for the Company's operations.

Based on the above, the Board of Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

(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 2020. Subsidiaries are all 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 as a Company 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*

Karanja Terminal & Logistics (Cyprus) Ltd

  India

 95.88

 95.88

 

* Financial year end for 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 arises mainly from the provision of services relating to use of the port by customers, including use of the port, loading/unloading services, storage and land rental.

 

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. Recognising revenue when/as 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 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 determined 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 each 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.

 

 

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 plans (Provident Fund)

In accordance with Indian Law, eligible employees receive benefits 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 plans (Gratuity)

In accordance with applicable Indian Law, the Group provides for gratuity, a defined benefit retirement 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 lessee, 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.

 

(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 enacted or 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 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 40 year's period of Concession Agreement by Maharashtra Maritime board.

Marine Structure, Dredged Channel

40 Years as per concession agreement

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.

 

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 Group income statement.

 

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 applicable from 1st January 2020

 

The new standards, interpretations or amendments whose application was mandatory for the Group effective for the fiscal year beginning January 1, 2020 had no material impact on the consolidated financial statements:

 

Amendments to References to Conceptual Framework in IFRS Standards;

 

• Amendments to IAS 1 and IAS 8 - Definition of Material;

 

• Amendments to IFRS 3 - Definition of a business;

 

• Amendment to IFRS 9, IAS 39 and IFRS 7 - Interest Rate Benchmark Reform (Phase 1);

 

• Amendments to IFRS 16 - COVID-19-related rent concessions.

 

The 2019 IFRIC decision regarding the definition of the enforceable contractual period of a lease under IFRS 16 had no material impact on the Group

 

(q) Standards, amendments and interpretations to existing standards that are not yet effective and have not been adopted early by the group

 

A number of new standards, amendments to standards and interpretations are not effective for annual periods beginning 1 January 2020, and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt these standards early.

 

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

 

The group continues to retain the provision of tax liability for the assessment year 2011-12 & 2012-13 in as the matter is sub judice with the court in India. This includes interest on the provision up through December 2020.

 

In light of a recent ITAT judgement pronounced in favour of the Group for AY 2013-14, 2014-15 & 2015-16, the Group has accordingly estimated that the tax liability for those years is not likely to be paid to income tax department. The pronouncement applies to identical matters for all subsequent years. Hence the Group has reversed Income tax provision for AY 2013-14 onwards in December 2019 (see note 27).  The Income tax department has preferred an appeal in higher court. In light of uncertainty of the outcome, the Group has disclosed this under the head of contingent liability in note no 25.

 

Impairment Review

 

At the end of each reporting period, the board is required to assess whether there is any indication that an asset may be impaired (i.e., it's carrying amount may be higher than its recoverable amount). As at 31 December, 2020, the carrying value of the port under construction is £132 Million. The Value in use has been calculated using the present value of the future cash flows expected to be derived from the port. As the port is still under construction this has included the costs to completion plus the anticipated revenues and expenses once the port becomes operational.

 

The key assumptions as at 31 December 2020 behind the discounted cash flow are:

· Construction outflow of £10.06 Million, shall be utilized if requirement arises for additional reclamation basis demand for the same.

· Cash-flow projections have been run until 2059, the length of the lease of the land.

· The revenue capacity comprises of only bulk and project which depends on the volume in Metric Ton.

· Inflation 5%.

· Utilization rate at 8% in 2021, 22% in 2022, 30% in 2023.

· Revenue for each activity/service provided by Karanja Port (to its customers) is calculated by multiplying Throughput per annum with Tariff rates for each activity/service).

· Assumptions on costs are what we will incur to provide each activity/service. These Direct costs have been apportioned on the basis total costs expected to be incurred divided by Cargo throughput for that Commodity.

· The costs are set based on margins of 40-45%, based on margin of similar ports.

· Pre-tax rate derived from weighted average cost of capital (WACC)  13.5%

The group has carried out sensitivity analysis on our discounted cash flow analysis.  If revenues in our model were to decrease by 10.3%, there would be an impairment.  If the discount rate used in the model were 2% higher, than there would also be an impairment.

While the company has obtained the approval to build out a further 200 Acres of Land and develop a further 1,000 meters of waterfront, the costs and future income flow associated with this second phase of construction project have not been considered in the current review. The impairment review is based on the current project, being the completion and operation of the multi-purpose site being developed over 150 acres of land with a sea frontage of 1,000 meters.

 

4. SEGMENTAL REPORTING

 

The Group has only one operating and geographic segment, being the project on hand in India and hence no separate segmental report has been presented.

 

 

5. REVENUE FROM OPERATION

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

 

 

 

Cargo handling income

322

30

Lease income

423

--

 

745

30

 

The Company has given certain land portions on operating lease. These lease arrangement is for a period 40 months. Leases 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

31 Dec 20

INR in 000

As on

31 Dec 20

£000

2021

120,189

1,207

2022

123,163

1,237

2023

108,874

1,093

2024

6,344

63

2025

--

--

Total

358,570

3,600

 

 

6. COST OF SALES

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

 

 

 

Wharf-age expense

11

8

Other operation expense

37

39

 

48

47

 

 

 

 

 

 

 

7. ADMINISTRATIVE EXPENSES

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

 

£000

 

£000

 

Employee costs

571

456

Directors' fees

489

402

Operating lease rentals

10

11

Foreign exchange gains/loss

464

39

Depreciation

1,777

608

Other administration costs

1,633

2,835

 

4,944

4,351

 

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

 

£000

 

£000

 

 

 

Interest on bank deposits

104

19

 

104

19

8. (a) FINANCE INCOME

 

8. (b) FINANCE EXPENSES

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

 

 

 

Interest on term loan*

1,636

366

Interest others

340

266

 

1,976

632

 

*Interest on the term loan is capitalized against assets under construction.  As assets under construction are transferred into service, the capitalization of interest is ceased on that part and that element of interest expense is then charged to the profit and loss account.  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 13.54% (2019 - 13.31%).  

 

 

 

Year ended

31 Dec 20

Year ended

31 Dec 19

(restated)

 

 

£000

 

£000

 

 

 

Loss Before Tax

(6,119)

(4,981)

Applicable tax rate in India*

22.88%

22.88%

Expected tax credit

(1,400)

(1,140)

Adjustment for non-deductible losses of MPL & Cyprus entity against income from India

402

391

Adjustment for non-deductible expenses

998

749

Interest provision on outstanding tax liability

(456)

--

Reversal of prior year tax provision

--

4,927

 

(456)

4,927

9. INCOME TAX

 

*Considering that the Group's operations are presently based in India, the effective tax rate of the Group of 22.88% (prior year 22.88%) 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.

 

Based on recent judgement from the Income Tax tribunal in favour of the company the provision for the period from 2013 to 2017 has been reversed in previous year statement of comprehensive income and has made interest provision in current year for outstanding tax liability of 2011 & 2012. 

 

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.

 

 

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

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Audit Fees

 

 

Fees payable to the auditor for the audit of the Group's financial statements

107

87

Other fees payable to the auditor in respect of:

 

 

Interim Financial Statement Review

9

9

Auditing of accounts of subsidiary undertakings

-

3

Tax fees

-

1

 

116

100

 

Audit fees related to prior year overruns during the year amount to £ 23,278 (2019: £22,087).

 

11.  EARNINGS PER SHARE

 

Both basic and diluted earnings per share for the year ended 31 December 2020 have been calculated using the loss attributable to equity holders of the Group of £6.56 million (prior year loss of £0.05 million).

 

 

Year ended

31 Dec 20

  Year ended

31 Dec 19

(restated)

 

Loss attributable to equity holders of the parent

 

£(6,564,000)

 

£(58,000)

Weighted average number of shares used in basic and diluted earnings per share

1,905,022,123

1,905,022,123

 

 

 

EARNINGS PER SHARE

 

 

Basic and Diluted earnings per share

(0.003p)

(0.000p)

 

 

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 held.

 

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 2020

52

136

244

492

27

39,404

2,771

90,909

134,035

Net Exchange Difference

(3)

(8)

(15)

(30)

(2)

(2,419)

(170)

(5,582)

(8,229)

Additions

--

8

5

124

-

-

--

8,731

8,868

Disposals

--

--

--

(9)

--

--

(868)

--

(877)

Transfers from CWIP ^

--

--

28

--

--

13,229

--

(13,257)

--

Transfer from computer to software

(8)

--

--

--

--

--

--

--

(8)

Balance 31 Dec 2020

41

136

262

577

25

50,214

1,733

80,801

133,789

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

Balance 1 Jan 2020

(38)

(42)

(26)

(290)

(1)

(329)

(201)

--

(927)

Net Exchange Difference

5

4

3

20

--

91

19

--

142

Charge for the year

(5)

(31)

(41)

(51)

(2)

(1,487)

(159)

--

(1,776)

Disposals

--

--

--

1

--

--

106

--

107

Transfer from computer to software

8

--

--

--

--

--

--

--

8

Balance 31 Dec 2020

(30)

(69)

(64)

(320)

(3)

(1,725)

(235)

--

(2,446)

Carrying amount

31 Dec 2020

11

67

198

257

22

48,489

1,498

80,801

131,343

 

^ During the year company has capitalized additional 23 acres of land and capitalization of port is done on above line.

  * During the year company has capitalized CWIP to amounting to 13,257 thousand under various head i.e. Port Asset 13,229 thousand, Furniture 28 thousand. 

 

 

 

 

 

The Group has leases various assets including land and buildings. As at 31 December 2020, the net book value of recognised right-of use assets relating to land and buildings was £ 1.49 million (2019: £ 2.57 million). The depreciation charge for the period relating to those assets was £ 0.15 million (2019: £ 0.20 million).

 

Amounts recognised in the statement of income are detailed below: 

 

Particular

£000

31 Dec 2020

£000

31 Dec 2019

Depreciation on right-of-use assets

152

201

Interest expense on lease liabilities

188

215

Expense relating to short-term leases

9

10

Expense relating to low-value leases

1

1

 

350

417

 

 

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 2019

40

58

34

474

--

--

--

130,989

131,595

IFRS 16 Adoption

--

--

--

--

--

--

2,926

--

2,926

Net Exchange Difference

(2)

(3)

(2)

(29)

--

--

(155)

(6,911)

(7,102)

Additions

4

4

-

47

--

--

--

6,567

6,622

Disposals

--

--

--

--

--

--

--

--

--

Transfers^

10

77

212

--

27

39,404

--

*(39,736)

(6)

Balance 31 Dec 2019

52

136

244

492

27

39,404

2,771

90,909

134,035

 

 

 

 

 

 

 

 

 

 

Depreciation

 

 

 

 

 

 

 

 

 

Balance 1 Jan 2019

(35)

(32)

(19)

(252)

--

--

--

--

(338)

Net Exchange Difference

1

2

1

14

--

--

--

--

18

Charge for the year

(4)

(12)

(8)

(52)

(1)

(329)

(201)

--

(607)

Disposals

--

--

--

--

--

--

--

--

--

Balance 31 Dec 2019

(38)

(42)

(26)

(290)

(1)

(329)

(201)

--

(927)

Carrying amount

31 Dec 2019

14

94

218

202

26

39,075

2,570

90,909

133,108

^ During the previous year company has partially commenced its port operations, after getting all necessary approvals from the Government Authorities. Company has started utilizing 25 acres of land and 250-meter jetty which is ready for use for carrying out operations. Capitalization of port is done on in above line.

* During the previous year company has capitalised CWIP to amounting to 39,736/- under various head i.e. Port Asset 39,404/-, Plant & Machinery 27/-, Furniture 212/-, Office Equipment 77/-, Intangible Asset Software 6/- and Computer 10/-. 

 

The net exchange difference on the Group's property, plant and equipment's carrying amount is a loss of £8.17 million (prior year loss of £6.97 million). The net exchange difference on the Group's property, plant and equipment carrying amount is on the account of the foreign exchange movement.

 

 

Assets provided as security

 

· The following asset are provided as security for lease liability payable as described in Note 20:

 

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

Vehicles

257

202

 

257

202

 

The vehicles which are free from incumbrancer will also form a part of hypothecation towards securitisation of debt

 

All other immovable and movable property with a carrying value of £132,097,000 (2019: £132,906,000) 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 (borrowing limit sanctioned INR 480 crore (£48.19 million) (2019 INR 480 crore (£51.35 million)) for part financing the build out of the facility.

 

The borrowing costs in respect of the bank borrowing for financing the build out of facility are capitalised for portion of port which are still under construction under Capital Work in Progress. During the year the Group has capitalised borrowing cost of £4.18 million (2019: £4.03 million) and borrowing cost expensed out of £1.325 million (2019:  £ 0.35 million).

 

The Indian subsidiary has estimated the total project cost of INR 1,404 crore (£140.97 million) towards construction of the port facility. Out of the aforesaid project cost, the contract signed with the major contractor is INR1,048 crores (£105.22 million). As of 31 December 2020, the contractual amount (net of advances) of INR 31.75 crores (£3.19 million) is still payable. There were no other material contractual commitments.

 

Karanja Terminal & Logistics Private Limited (KTPL), the Indian subsidiary has received sanction of a Rupee term loan of INR 480 crore (£48.19 million) for part financing the port facility. The Rupee term loan has been sanctioned by four Indian public sector banks and the loan agreement was executed on 28 February 2014. As at 29 September 2017 the agreement was amended extending the tenure of the loan for 13 years and 6 months with repayment beginning at the end of June 2020. Post implementation of one-time restructuring by banks refer note 27 for revised terms of the loan. 

12 (b). Intangible Asset

 

Intangible Asset -

Software

 

£000

Gross carrying amount

 

Balance 1 Jan 2020

6

Exchange Difference

(1)

Transfer from computer to software group (regrouping)

8

Additions

--

Disposals

--

Balance 31 Dec 2020

13

 

 

Depreciation

 

Balance 1 Jan 2020

(1)

Exchange Difference

1

Transfer from computer to software group (regrouping)

(8)

Charge for the year

(1)

Disposals

--

Balance 31 Dec 2020

(9)

Carrying amount 31 Dec 2020

4

 

 

 

Intangible Asset -

Software

 

£000

Gross carrying amount

 

Balance 1 Jan 2019

--

Additions

--

Disposals

--

CWIP Capitalized

6

Balance 31 Dec 2019

6

 

 

Depreciation

 

Balance 1 Jan 2019

--

Charge for the year

(1)

Disposals

--

Balance 31 Dec 2019

(1)

Carrying amount 31 Dec 2019

5

 

 

 

 

 

 

 

13. TRADE AND OTHER RECEIVABLES

 

 

Year ended

31 Dec 20

Year ended

31 Dec 19

(restated)

 

£000

£000

 

Deposits

2,177

2,241

Advances

16,338

14,218

Accrued Interest of fixed deposits

5

4

Debtors

 

 

-  Related Party

107

96

-  Prepayment

91

84

-  Others

53

15

 

18,771

16,658

 

 

Advances include payment to EPC contractor of £10.16 million (2019: £11.11 million) towards mobilisation advances and quarry development. These advances will be recovered as a deduction from the invoices being raised by the contractor over the contract period. The debtors - other include trade receivable other £ 0.05 million (2019: £0.01million) 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

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Cash at bank and in hand

2,299

14,676

Deposits*

1,596

147

 

3,895

14,823

 

Cash at bank earns interest at floating rates based on bank deposit rates. The fair value of cash and short-term deposits is £3.89 million (2019: £14.82 million).

 

Included in cash and cash equivalents is £2.43 million (2019: £4.8 million) that is within a bank account in the name of Hunch Ventures (Karanja), as a result of the 2018 share sale.  The Company is the beneficiary of the account and we have control over this cash.  During the year, we have been able to draw money out of this account to cover working capital throughout the year.

 

*Deposit 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. 

 

The Management policy is to invest available cash on hand in short-term or deposit account of, Government banks and private banks with credit ratings of AAA and above.

 

 

 

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. Risk management is carried out by the Board of Directors.

 

(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 99.5974 for SOFP items and for profit and loss item GBP 1: INR 95.1414

 

This balance is cumulatively a £26.12m loss to equity (2019: £20.21m 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 £26.12m due to appreciation of GBP against INR during the period 2018 to 2020. The closing rate at 31 December 2020 was GBP1: INR 99.60, hence as compared to the translation loss reported between 2018-19, the same is insignificant in 2020. With the majority of funding now in India this risk is further mitigated. During 2020, the average and year end spot rate used for INR to GBP were 99.60 and 95.14 respectively (2019: 93.48 and 89.91).

 

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 of INR 97.88 million (£0.983 million) as on reporting date (prior year INR 638.65 million (£6.832 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 2020

31 Dec 2019

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 by10%)

£

(appreciation by 10%)

 

£000

£000

Cash and cash equivalent

 

 

31 December 2020

379.18

(310.24)

31 December 2019

759.07

(621.06)

 

 

 

Borrowing

 

 

31 December 2020

(4,311.47)

3,527.57

31 December 2019

(4,288.28)

3,508.59

 

 

 

If the functional currency GBP had weakened with respect to foreign currency (INR) by the percentages mentioned above, for year ended 31 December 2020 then the effect will be change in profit and equity for the year by  £3.93 million (2019: £3.53 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.

 

KTPL has successfully tied-up a rupee term loan of INR 480 crore (£48.19 million) for part financing the build out of its facility. The Group has commenced the drawdown of its sanctioned bank borrowing as of the reporting date. The present composite rate of interest from all lender varies from 12.75% to 14.45% based on respective banks MCLR (2019: 13.20% to 13.45%) and remains effective as on the SOFP date

 

However, due to the Covid 19 impact and based on the notifications issued by Reserve Bank of India to all financial institutions, our lenders too have taken into consideration our request for reducing the Rate of Interest from 13.45% to 9.50% p.a. which will be effective from April 2021.

 

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 allow the RBI and thus the banks to lower its base rate in the coming quarters.

 

Interest rate sensitivity

 

At 31 December 2020, 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% (2019: +/- 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

£000

Equity, net of tax

£000

 

+1%

-1%

+1%

-1%

31 December 2030

-

-

-

-

31 December 2029

-

-

-

-

31 December 2028

(24)

24

(19)

19

31 December 2027

(101)

101

(78)

78

31 December 2026

(178)

178

(137)

137

31 December 2025

(251)

251

(194)

194

31 December 2024

(324)

324

(250)

250

31 December 2023

(383)

383

(295)

295

31 December 2022

(428)

428

(330)

330

31 December 2021

(442)

442

(341)

341

 

 

 

 

 

(b) Credit risk

 

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group's maximum exposure (£15.38 million (2019: £17.94 million)) 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 KTLPL has tied-up rupee term loan of INR 480 crore (£48.19 million) out of which INR 386.47 crore (£38.80 million) are disbursed and £3.89 million as at December 2020 of cash reserves which can be used for financing the build out of its facility.

 

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.

 

As at 29 September 2017 the agreement was amended extending the tenure of the loan for 13 years and 6 months with repayment beginning at the end of June 2020 to ensure additional headroom.

 

However, due to the Covid 19 pandemic impact on business, the Reserve Bank of India had instructed all financial institutions to provide relief by way of reduction in the Rate of interest, as well as considering One Time Restructuring (OTR) of the term loan along with interest due and defer the same for a further period of two years.

 

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.

 

As at 31 December 2020, the Group's non-derivative financial liabilities have contractual maturities (and interest payments) as summarized below:

 

 

 

Payment falling due

Principal payments

Interest payments

INR in Crore

£000

INR in Crore

£000

Within 1 year

40.58

4,074

 69.56

 7,311

1 to 5 year's

232.85

23,379

142.56

14,985

After 5 year's

113.04

11,350

  57.00

 5,991

Total

386.47

38,803

269.12

28,287

 

 

The present composite rate of interest ranges from 12.75% to 14.45% and closing exchange rate has been considered for the above analysis. Principal and interest payments are after considering future drawdowns of term loans.

 

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. 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

31 Dec 20

Year ended

31 Dec 19

 

 

£000

£000

Financial Assets

 

 

2

 

 

Cash and Cash Equivalents

14

3,895

14,823

Loan and receivables

13

584

1,583

 

 

4,479

16,406

Financial Liability

 

 

 

Borrowings

18

38,803

38,594

Trade and other payables

20

16,922

15,313

Employee benefit obligations

17

231

134

 

 

55,956

54,041

         

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 

31 December 20

Year ended

31 December 19

No of shares

£000

No of shares

£000

Shares issues and fully paid:

Beginning of the year

 

1,905,022,123

134,627

 

1,905,022,123

134,627

Addition in the year (net of share issue costs)

--

--

--

--

Closing number of shares

1,905,022,123

134,627

1,905,022,123

134,627

 

The stated capital amounts to £134.63 million (2019: £134.63 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 (prior year Nil) equity shares to various institutional and private investors, by way of a rights issue.

 

16.2 Other Components of Equity

 

Retained Earnings

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

(restated)

 

 

£000

Opening Balance

(3,826)

(3,772)

Addition during the year

(6,564)

(58)

Re-measurement of net defined benefit liability

(4)

4

Closing balance

(10,394)

(3,826)

 

Accumulated losses of £ 10.40 million (2019: £3.83 million) include all current year retained profits.

Translation Reserve

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

(restated)

 

 

£000

Opening Balance

(20,403)

(14,958)

Addition during the year

(6,161)

(5,445)

Closing balance

(26,564)

(20,403)

 

The translation reserve of £26.56 million (2019: £20.40 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

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Non- Current

 

 

Pensions - defined benefit plans

7

4

 

7

4

Current

 

 

Wages, salaries

191

105

Pensions - defined benefit plans

33

25

 

224

130

 

18.  BORROWINGS

 

Borrowings consist of the following:

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Non-Current

 

 

Bank loan (refer note 26)

34,729

35,989

 

34,729

35,989

Current

 

 

Bank loan (refer note 26)

4,074

2,605

 

4,074

2,605

 

Borrowing

 

Karanja Terminal & Logistics Private Limited (KTPL), the Indian subsidiary, has obtained a term loan facility of INR 480 crore (£48.19 million). The Rupee term loan has been sanctioned by four Indian public sector banks and the loan agreement was executed on 28 February 2014. On 29 September 2017 the terms of sanction were amended, extending original tenure of the loan to 13 years and 6 months with repayment commencing from the end of June 2020.

 

In view of the extension of lockdown and continuing disruption on account of COVID -19 RBI via circular dated May 23, 2020 permitted all lending institutions to extend moratorium on payment of all instalments in respect of term loans to 31st August 2020. Further, on 6th August 2020 RBI announced additional measures under a circular called "Resolution Framework for COVID-19-related stress" for providing relief to borrowers affected by economic fallout on account of COVID-19 pandemic, which had led to significant financial stress for companies across the board. The circular was aimed at providing relief to borrowers on their loan obligations and allowed for lenders to extend residual tenor of loan moratorium for a period of two years.

 

A lenders consortium meeting was called for in November, 2020 and lender principally approved invoking the Resolution Plan and subsequently signed the Inter Creditor Agreement (ICA).

 

Subsequent to yearend, in June 2021, the Group has received final approval from lead banker for restructuring of term loan. The Salient features of the same are as follow:

 

a. Reduction in the rate of interest of principal term loan, from 13.45% to 9.5%;

 

b. Moratorium on Interest repayment until February 2022;

 

c. Deferment of principal term loan repayment for a period of 24 months. Principal Repayment commencing from 31 December 2022 quarter.

 

KTLPL has utilised the Rupee term loan facility of INR 386.47 crore (£38.80 million) (2019: INR 360.79 crore (£38.59 million)) as at the reporting date.

 

The Port facility is hypothecated as security for the bank loan availed by group for construction of the port.

 

19. current tax liabilities

 

Current tax liabilities consist of the following:

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

(restated)

£000

Duties & taxes

8

177

Provision for Income Tax*

376

(37)

Current tax liabilities

384

140

 

 

The carrying amounts and the movements in the Provision for Income Tax account are as follows:

 

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

(restated)

£000

Carrying amount 1 January

2,034

7,149

Reversal of tax provision for earlier years

--

(4,927)

Interest provision on outstanding tax liability

456

--

Exchange difference

(146)

(188)

Carrying amount 31 December

2,344

2,034

Taxes paid 

(1,968)

(2,071)

 

376

(37)

 

The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final 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 on the basis of income tax assessment.

 

Based on recent judgement from the Income Tax tribunal in favour of the company the provision for the period from 2013 to 2017 has been reversed in previous year statement of comprehensive income and has made interest provision in current year for outstanding tax liability of 2011 & 2012.

 

20.  TRADE AND OTHER PAYABLES

 

  Trade and other payables consist of the following:

 

Year ended

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Non-Current

 

 

Lease liability  (refer note 26)

1,716

2,460

 

 

 

Current

 

 

 

 

 

Lease Liability - ( refer note 26)

694

930

 

 

 

Sundry creditors*

11,311

11,535

Interest payable

3,201

388

 

14,512

11,923

 

* Sundry creditors are purely in nature of material and services availed for port construction.

 

  Future minimum lease payments at 31 December 2020 were as follows

 

 

Minimum lease payments due

 

Within

1 year

1 - 2

Year

2 - 3

Year

3 - 4

Year

4 - 5

Year

After 5

Year

Total

Lease payments

891

  324

  220

  211

  213

  5,799

  7,658

Finance charges

(197)

(185)

(178)

(174)

(169)

(4,345)

(5,248)

Net present values

694

  139

42

  37

  44

  1,454

  2,410

 

 

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):

Karanja Terminal & Logistics (Cyprus) Ltd

 

  Cyprus

Holding Company

100%

Ordinary

HELD BY Karanja Terminal & Logistics (Cyprus) Ltd:

 

 

 

 

Karanja Terminal & Logistics Pvt. Ltd

  India

Operating Company -Terminal Project

99.75%

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 5.16% of issued share capital as at 31 December 2020 (as at 31 December 2019 - 5.16%) of Mercantile Ports & Logistics Limited.  

 

Lord Howard Flight holds 0.74% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 0.26%) of Mercantile Ports & Logistics Limited at the year end. Lord Howard Flight had acquired additional shares of £0.03 million, (£0.02 million in December 2019).

 

Jay Mehta holds 0.50% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 0.28%) of Mercantile Ports & Logistics Limited at the year end. Jay Mehta had acquired additional shares of £0.001 million, (Nil in December 2019)

 

John Fitzgerald holds 0.30% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 0.12%) of Mercantile Ports & Logistics Limited at the year end. John Fitzgerald had acquired additional shares of £0.001 million, (Nil in December 2019)  

 

Andrew Henderson holds 0.03% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 0.03%) of Mercantile Ports & Logistics Limited at the year end.

 

Jeremy Warner Allen holds 0.83% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 0.40 %) of Mercantile Ports & Logistics Limited at the year end. Jeremy Warner had acquired additional shares of £0.074 million, (Nil in December 2019)  

 

Karanpal Singh via Hunch Ventures and Investment Limited holds 21.75% of issued share capital as on 31 December 2020 (as on 31 December 2019 - 21.75%) 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 (appointed Chairman from 16 January 2020)

Karanpal Singh

Executive Directors

Mr. Nikhil Gandhi (Step down as Chairman from 16 January 2020) 

Mr. Jay Mehta (Managing Director)

Mr. Andrew Henderson (up to 15 Nov 2020)

 

c)  Key Managerial Personnel of the subsidiaries

 

  Directors of KTLPL (India)

Mr. Nikhil Gandhi (Chairman)

Mr. Jay Mehta

Mr. M L Meena (up to 30 Sept 2020)

Mr. Mr. Rakesh Bajaj (appointed on 06 Feb 2020)

Mr. Alexander John Joseph (appointed on 06 Feb 2020)

 

  Directors of Karanja Terminal & Logistics (Cyprus) Ltd - KTLCL (Cyprus)

Ms. Andria Andreou

Ms. Olga Georgiades

Mr. Andrew Henderson (up to 15 Nov 2020)

 

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

  JPT Securities Limited

  KLG Capital Services Limited

  Grevek Investment & Finance Private Limited

  Carey Commercial (Cyprus) Limited

Henley Trust (Cyprus) Limited

Athos Hq Group Bus. Ser. Cy Ltd

Henderson Accounting Consultants Limited (up to 15 Nov 2020)

John Fitzgerald Limited

KJS Concrete Private Limited

 

e) Transaction with related parties

 

The following transactions took place between the Group and related parties during the year ended 31 December 2020:

 

 

Nature of transaction

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

 

 

 

 

Athos Hq Group Bus. Ser. Cy Ltd

Administrative fees

14

25

 

 

14

25

 

The following table provides the total amount outstanding with related parties as at year ended 31 December 2020:

 

 

 

 

 

 

Transactions with shareholder having significant influence

 

 

Nature of transaction

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

SKIL Global Ports & Logistics Limited

Debtors

Advances

107

96

 

 

107

96

 

 

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 to be Key Managerial Personnel of the Group include:

 

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

Non-Executive Directors fees

 

 

  -  Jeremy Warner Allen

40

40

  -  Lord Flight 

40

40

  -  John Fitzgerald

45

45

  -  Karanpal Singh

 

-

-

 

125

125

Executive Directors Fees

 

 

  -  Jay Mehta 

95

100

  -  Andrew Henderson

77

75

  -  Nikhil Gandhi

192

102

 

364

277

Total compensation paid to Key Managerial Personnel

489

402

Compensation to Key Managerial Personnel of the subsidiaries

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

Directors' fees

KTLPL - India

 

6

 

202

KTLCL - Cyprus

3

3

 

9

205

 

Sundry Creditors

 

As at 31 December 2020, the Group had £3.29 million (2019: £3.56 million) as sundry creditors with related parties.

 

Year ended

31 Dec 20

£000

Year ended

31 Dec 19

£000

Grevek Investment & Finance Pvt Ltd

3,292

3,555

 

3,292

3,555

 

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

31 Dec 20

Year ended

31 Dec 19

 

£000

£000

Non-cash flow adjustments

 

Depreciation

1,777

608

Finance Income

(74)

(19)

Unrealised exchange (gain)/loss

13

(5)

Finance cost

321

620

Gain on modification of lease

(34)

--

Re-measurement of net defined benefit liability

(4)

--

Provision for Gratuity

16

--

Loss on sale of car

5

--

 

2,020

1,204

Increase/(Decrease) in trade payables

994

1,330

Increase/Decrease in trade & other receivables

667

481

 

1,661

1,811

 

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

31 Dec 20

£000

Year ended

31 Dec 19

£000

Contribution to Provident Fund

8

8

Contribution to ESIC

1

2

 

9

10

 

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 INR2 Million w.e.f from 20 Feb 2020 (2019: INR 1 million).

 

  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:

 

 

Particulars

As at
31 Dec 20

£000

As at
31 Dec 19

£000

Statement of Comprehensive Income

 

 

Net employee benefit expense recognised in the employee cost

 

 

Current service cost

9

  7

Past service cost

-

  -

Interest cost on defined benefit obligation

2

  2

Total expense charged to loss for the period

11

  9

Amount recorded in Other Comprehensive Income (OCI)

 

 

Opening amount recognised in OCI

 

 

Re-measurement during the period due to :

 

 

Actuarial (gain) / loss arising on account of experience changes

4

  (4)

Amount recognised in OCI

4

  (4)

 

 

 

Closing amount recognised in OCI

4

  (4)

 

 

 

Reconciliation of net liability / asset

 

 

Opening defined benefit liability

29

  25

Translation diff in opening balance

(2)

(1)

Expense charged to profit or loss account

11

  9

Amount recognised in Other Comprehensive (Income)/expense

4

  (4)

Benefit Paid

(2)

-- 

Closing net defined benefit liability

40

  29

 

Movement in benefit obligation and Consolidated Statement of Financial Position

 

A reconciliation of the benefit obligation during the inter-valuation period:

Particulars

As at
31 Dec 20

£000

As at
31 Dec 19

£000

Opening defined benefit obligation

29

  25

Translation diff in opening balance

(2)

(1)

Current service cost

9

  7

Past service cost

-

  -

Interest on defined benefit obligation

2

  2

 

 

 

Re-measurement during the period due to :

 

 

Actuarial (gain) / loss arising on account of experience changes

4

  (4)

Benefits paid

(2)

 --

Closing defined benefit obligation liability recognised in Consolidated Statement of Financial Position

40

  29

 

 

 

 

 

 

 

Particulars

As at
31 Dec 20

£000

As at
31 Dec 19

£000

Net liability is bifurcated as follows :

 

 

Current

7

  4

Non-current

33

  25

Net liability

40

  29

 

25. CONTINGENT LIABILITIES AND COMMITMENTS

 

Particulars

As at
31 Dec 20

£000

As at
31 Dec 19

£000

Bank guarantee issued to Maharashtra Pollution Control Board

30

27

The Commissioner Of Customs - Jawaharlal Nehru Custom House

100

107

Capital Commitment not provided for construction of port

(Net of advances)

Nil

6,138

The Income Tax Liability to the tune of  INR 44.29 crores (amount is exclusive of any interest or penalties) has been reversed in 2019 based on the ITAT judgement. However, the Income Tax department has filed an appeal and hence the group considers this as Contingent in nature.

4,444

4,738

 

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

£000

Current maturity of long term borrowing

£000

Interest on long term borrowing

£000

Leased

liabilities

£000

Total

 

£000

1 January 2020

36,096

2,646

387

3,390

42,519

 

 

 

 

 

 

Cash-flows:

 

 

 

 

 

- Repayment

--

--

(2,766)

(930)

(3,696)

- Proceeds

2,678

--

 

123

2,801

- Accrued during period

--

--

5,839

--

5,839

Non-cash:

 

 

 

 

 

- Exchange difference

(2,416)

(201)

(259)

(173)

(3,049)

- Reclassification*

(1,629)

1,629

 

--

--

31 December 2020

34,729

4,074

3,201

2,410

44,414

 

*refer note 18 ( borrowings)

 

Particulars

Long-term borrowing

£000

Current maturity of long term borrowing

£000

Leased

liabilities

£000

Total

 

£000

1 January 2019

33,830

59

185

34,074

Adoption of IFRS 16

-

-

2,926

2,926

Opening lease current liability

-

-

740

740

Revised 1 January 2019

33,830

59

3,851

37,740

Cash-flows:

 

 

 

 

- Repayment

(2)

(58)

(347)

(407)

- Proceeds

6,970

--

34

7,004

Non-cash:

 

 

 

 

- Exchange difference

(2056)

(1)

(148)

(2,205)

- Reclassification

(2,646)

2,646

--

--

31 December 2019

36,096

2,646

3,390

42,132

 

 

 

27.  PRIOR YEAR ADJUSTMENT

 

In prior years, the Group had provided for an income tax liability on interest income accrued for the assessment years 2013-14 to 2017-18 which was treated as a non-taxable capital receipt in the Income Tax Return of the respective year that was filed with the Indian tax authorities. However, the tax department rejected the treatment applied by the company. The Group filed an appeal with the Income Tax Appellate Tribunal (ITAT), which pronounced the decision in favour of the Group by its order during 2019. This was followed by the ruling becoming effective in June 2020 when the taxing authority recorded this in their systems

 

When considering the effect of the ruling becoming effective in 2020, management has reassessed whether it was appropriate to recognise the uncertain tax liability at 31 December 2019. In doing so, management have concluded that the recording of the ITAT decision by the tax authorities in June 2020 provided evidence that confirmed that it was not probable that the income tax liability would become payable. In making this judgement, management concluded that until the tax authorities had updated the tax records, which occurred in June 2020, it remained probable that an income tax liability may have become payable. This had not previously been taken into account prior to approving the 2019 annual report and accounts. As such, the Directors have restated the statement of Financial Position, Statement of Comprehensive Income and all other elements of the financial statements so affected, to give effect to the reversal of the tax provision. This constitutes an error in accounting treatment adopted in the prior period financial statement and has accordingly been treated as prior year adjustment. In doing so, the impact to the financial statements for the prior period back to 31 December 2019 is summarised as below:

 

The effect on the Consolidated Statement of Financial Position as at 31 Dec 2019 was as follows

 

Particulars

Previously reported

31 Dec19

£000

Restated

31 Dec19

£000

Impact of

Restatement

31 Dec19

£000

Trade and other receivables

18,729

16,658

(2,071)

Retained earnings

  (8,741)

  (3,826)

  4,915

Translation Reserve

  (20,214)

  (20,403)

  (189)

Equity attributable to owners of parent

  105,672

  110,398

  4,726

Non-controlling Interest

  3

  15

  12

Total equity

  105,675

  110,413

  4,738

Current tax liabilities

  6,949

  140

  (6,809)

 

  The effect on the Statement of Comprehensive Income for the year ended 31 Dec 2019 was as follows

 

Particulars

Previously reported

31 Dec19

£000

Restated

31 Dec19

£000

Impact of

Restatement

31 Dec19

£000

Tax expense for the year

  - 

  4,927

  4,927

Loss for the year

  (4,981)

  (54)

  4,927

Loss for the year attributable to:

 

 

 

Non-controlling interest

  (8)

  4

12

Owners of the parent

  (4,973)

  (58)

  4,915

Loss for the year

  (4,981)

  (54)

  4,927

Exchange differences on translating foreign operations

  (5,256)

  (5,445)

(189)

Total Comprehensive Income/(Expense) for the year

  (10,233)

  (5,495)

  4,738

Non-controlling interest

  (8)

  4

  12

Owners of the parent

 (10,225)

  (5,499)

  4,726

Earnings per share (consolidated):

(£0.003)

(£0.000)

£0.003

 

 

 

 

The effect on the Statement of Changes in Equity as at 31 Dec 2019 was as follows

 

Particulars

Previously reported

31 Dec19

£000

Restated

31 Dec19

£000

Impact of

Restatement

31 Dec19

£000

Retained earnings

  (8,741)

  (3,826)

  4,915

Translation Reserve

  (20,214)

  (20,403)

  (189)

Non-controlling Interest

  3

  15

  12

 

 

28.  EVENTS SUBSEQUENT TO THE CONSOLIDATED STATEMENT OF FINANCIAL POSITION DATE

 

a)  The group has successfully done the restructuring of term loan with following key highlights.

Ø Rate of interest reduced from 13.45% to 9.5%

Ø Principal repayment start date shifted from October 2020 to October 2022.

Ø Moratorium on interest payments until February 2022

b)  The company further raised £10.1 million (£9 million after costs) in August 2021 via subscription, share placing and Primary Bid. Proceeds of the fund raise are expected to be utilized for business development, servicing new and existing contracts, debt servicing and general working capital requirements. 

c)  On 13 September 2021 group has consolidated its share capital by way of issuing 1 share for every 100 shares held.

d)  Hunch Ventures has provided additional line of credit of 4.5 million through KJS Concrete Private Limited, to provide additional headroom for the Company's operations.

e)  Post year end, an additional disbursement of INR 10 crore (£ 1Million) was made on 30 March 2021, by one of consortium bank under Guaranteed Emergency Credit Line (GECL) scheme and rate of interest charged on same is 7.95% p.a.

29. AUTHORISATION OF FINANCIAL STATEMENTS

 

The consolidated financial statements for the year ended 31 December 2020 were approved and authorised for issue by the Board of Directors on 06 October 2021.

 

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