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GPH Global Ports Holding Plc

200.00
1.00 (0.50%)
26 Apr 2024 - Closed
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Global Ports Holding Plc LSE:GPH London Ordinary Share GB00BD2ZT390 ORD GBP0.01
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  1.00 0.50% 200.00 196.50 200.00 202.00 200.00 202.00 18,120 16:29:55
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
Marine Cargo Handling 213.6M -25M -0.3674 -5.44 136.08M

Interim Results for six months to 30 September 2022 (1511117)

13/12/2022 7:00am

UK Regulatory


Global Ports (LSE:GPH)
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Global Ports Holding PLC (GPH) Interim Results for six months to 30 September 2022 13-Dec-2022 / 07:00 GMT/BST Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement.

-----------------------------------------------------------------------------------------------------------------------

Global Ports Holding Plc

Interim Results for the six months to 30 September 2022

Global Ports Holding announces record interim results, currently trading ahead of market expectations

Global Ports Holding Plc ("GPH" or "Group"), the world's largest independent cruise port operator, today issues its reviewed results for the six months to 30 September 2022.

                                         6 months ended 6 months ended YoY 
Financial Summary & KPIs1 
                                         30-Sept-22     30-Sept-21     Change 
Total Revenue (USDm)                       118.3          61.1           94% 
Adjusted Revenue (USDm)2                   64.1           14.8           334% 
Adjusted EBITDA (USDm)3                    40.4           (0.5)          n/m 
Operating Profit (USDm)                    21.9           (18.8)         n/m 
Profit/(Loss) before tax (USDm)            (4.4)          (29.4)         n/m 
Underlying profit for the period (USDm)3   5.7            (3.5)          64% 
EPS (c)                                  (26.4)         (30.0)         n/m 
Adjusted EPS (c)4                        9.1            (5.5)          n/m 
Passengers (m PAX)5                      4.35           0.56           673% 
                                         30-Sept-22     31-Mar-22 
Gross Debt (IFRS) (USDm)6                  599.0          598.6          0.1% 
Gross Debt ex IFRS 16 Finance Lease (USDm) 541.7          534.7          1.3% 
Net Debt ex IFRS 16 Finance Lease (USDm)   462.2          435.0          6.3% 
Cash and Cash Equivalents (USDm)           79.5           99.7           -20.3% 

Mehmet Kutman, Chairman and Chief Executive Officer, said;

"I am delighted with the strong recovery across our ports in the interim period. The last two years have presented significant challenges to the Group. However, our robust business model and continued focus on our strategic goals mean that we have exited the pandemic with a more extensive and diverse cruise network capable of generating significantly higher levels of profits and cash than pre-pandemic. While the industry has yet to fully recover from Covid, we are reporting a record amount of Cruise EBITDA for a six-month period.

The strong performance is testament to the strength of our business model and the successful delivery of our strategic goals. Year-to-date, we have experienced higher than expected passenger volumes, driven by a faster recovery in occupancy rates across our port network. As a result, we now expect to report Adjusted EBITDA for the financial year ended 31 March 2023 in excess of USD 60.0m, ahead of current market expectations."

Overview

Strong recovery in cruise operations

-- Adjusted Revenue (ex IFRIC-12 revenues) was USD 64.1m, an increase of 334% on the USD 14.8m in the 6Mperiod to 30 Sept 2021. This growth was driven by the significant increase in cruise passenger volumes across ourcruise operations

-- Total Revenue, including IFRIC-12 Construction revenues at Nassau Cruise Port, were USD 118.3m comparedto USD 61.1m in the 6M period to 30 Sept 2021

-- Cruise passenger volumes rose 673% for the 6M period ending 30 Sept 2022 compared to the 6M period ending30 Sept 2021 and were down just 14% compared to the same period in 2019

-- In the second quarter to 30 Sept 2022, cruise passenger volumes were in line with the same period in 2019and rose by close to 50% compared to Q1 FY2023

-- This strong growth in passenger volumes was mainly driven by the further easing of travel restrictions,particularly during the second quarter, higher cruise fleet deployment, a continued increase in occupancy levels,and the impact of seasonality. Occupancy levels continue to remain below pre-pandemic levels but have significantlyand continuously risen since calendar year 2021

-- Adjusted EBITDA was USD 40.4m for the 6M period ending 30 Sept 2022 compared to a loss of USD 0.5m in the6M period ending 30 Sept 2021. This substantial improvement in Adjusted EBITDA was driven entirely by thesignificant improvement in trading at our cruise operations

-- With about a third of the Group's EBITDA denominated in Euro in the Reporting Period, there was anegative translation effect due to USD appreciation against the Euro. On a constant currency basis for the 6Mperiod ending 30 September 2022, Adjusted Cruise revenue would have been USD 64.3m, and Cruise EBITDA would havebeen USD 43.3m (+7% vs reported)

-- Loss before tax for the 6M period ending 30 Sept 2022 was USD 4.4m, a significant improvement on the USD29.4m loss reported in the 6M period ending 30 Sept 2021. Underlying profit for the period was USD 5.7m

-- Gross Debt at USD 599m was unchanged in the period. Since December 2019, our Gross Debt has risen by USDc150m, with this increase primarily driven by a USD c250m investment into new ports, most notably Antigua andNassau, offset by the USD 100m net proceeds from the sale of Port Akdeniz

Significant strategic progress in network expansion

-- Significant progress was made in our core strategy of growing the size and reach of our cruise portnetwork during the period -- In Spain, we signed a 12-year port concession with a 6-year extension option for Tarragona CruisePort, began operations at Vigo Cruise Port and signed concessions covering three cruise ports in the CanaryIslands for between 20-40 years

-- In the Caribbean, we signed a 30-year concession agreement for San Juan Cruise Port, Puerto Rico

-- After the end of the Reporting Period, we added our first cruise port in North America, signing a10-year concession with a 10-year extension option for Prince Rupert Cruise Port, Canada

Outlook

The global cruise industry continues to recover strongly from the Covid pandemic. While the cruise lines recovery plans mean some itineraries remain different from pre-Covid patterns, the vast majority of the global cruise fleet is now sailing, with only industry occupancy rates left to recover to pre-Covid levels.

Despite a material weakening in the global economic outlook in recent months, booking volumes across the industry remain comfortably within historical ranges and the outlook for the cruise industry in calendar year 2023 and beyond remains positive. Typically, the longer lead time on bookings has provided significant protection to the cruise industry during periods of macro stress, with passenger volumes rarely negatively impacted.

Currently, occupancy rates in the Caribbean cruise market are generally at or close to 100%, with occupancy levels in the European cruise market lagging behind those experienced in the Caribbean. The major cruise lines currently expect occupancy rates in the European cruise market to return to pre-pandemic levels by summer 2023.

At GPH's ports year-to-date, we have experienced higher than expected passenger volumes, driven by a faster recovery in occupancy rates across our port network. As a result, we now expect to report for the financial year ended 31 March 2023 passenger volumes of over 8m (including Las Palmas) and Adjusted EBITDA in excess of USD 60.0m, ahead of current market expectations.

Notes

1. All USD refers to United States Dollar unless otherwise stated 2. Adjusted Revenue is calculated as total revenue excluding IFRIC-12 construction revenue for Nassau CruisePort 3. Full definition of Adjusted EBITDA, Segmental EBITDA, Cruise EBITDA and underlying profit can be found inNote 2(f) of the interim financial statements 4. Adjusted earnings per share is calculated as underlying profit divided by weighted average number ofshares 5. Passenger numbers refer to passenger movements of the consolidated and managed portfolio consolidationperimeter. Hence it excludes equity accounted associate ports La Goulette, Lisbon, Singapore and Venice. 6. Gross debt excludes Other financial liabilities, which are related to IFRS accounting and the contractualobligation to pay fixed concession fees for concessions within the scope of IFRIC-12.

CONTACT 
For investor, analyst and financial media enquiries:   For trade media enquiries: 
Investor Relations                                     Global Ports Holding 
Martin Brown                                           Ceylan Erzi 
Telephone: +44 (0) 7947 163 687                        Telephone: +90 212 244 44 40 
Email: martinb@globalportsholding.com                  Email: ceylane@globalportsholding.com 
                                         6 months ended 6 months ended YoY     3 Months ended 3 Months ended YoY 
Key Financials & KPI Highlights1 
                                         30-Sept-22     30-Sept-21     Change  30-Sep-22      30-Sep-21      Change 
 
Total Revenue (USDm)                       118.3          61.1           94%     72.6           43.9           66% 
Adjusted Revenue (USDm)2                   64.1           14.8           334%    37.0           10.0           271% 
Adjusted Cruise Revenue (USDm) 2           60.0           10.3           482%    35.0           7.8            348% 
Commercial Revenue (USDm)                  4.1            4.4            -8%     2.0            2.1            -7% 
Segmental EBITDA (USDm)3                   44.0           2.1            n/m     26.9           2.9            816% 
Cruise EBITDA (USDm) 3                     42.3           0.3            n/m     26.0           2.0            n/m 
Commercial EBITDA (USDm) 3                 1.7            1.8            -6%     0.9            0.8            11% 
Adjusted EBITDA (USDm)3                    40.4           (0.5)          n/m     25.0           1.5            n/m 
 
Segmental EBITDA Margin (%)              68.6%          14.5%                  72.6%          29.4% 
Cruise EBITDA Margin (%)                 70.4%          3.0%                   74.2%          25.7% 
Commercial EBITDA Margin (%)             41.6%          41.0%                  45.4%          38.3% 
Adjusted EBITDA Margin (%)               63.0%          -3.3%                  67.5%          15.2% 
 
Operating Profit (USDm)                    21.9           (18.8)         n/m 
Profit/(Loss) before tax (USDm)            (4.4)          (29.4)         n/m 
Profit/(loss) for the period             (7.3)          (23.3)         n/m 
Underlying profit (USDm)3                  5.7            (3.5)          64% 
EPS (c)                                  (26.4)         (30.0)         n/m 
Adjusted EPS (c)4                        9.1            (5.5)          n/m 
Passengers (m PAX)5                      4.35           0.56           673%    2.59           0.50           415% 
 
                                         30-Sept-22     31-Mar-22 
Gross Debt (IFRS) (USDm)6                  599.0          598.6          0.1% 
Gross Debt ex IFRS 16 Finance Lease (USDm) 541.7          534.7          1.3% 
Net Debt ex IFRS 16 Finance Lease (USDm)   462.2          435.0          6.3% 
Cash and Cash Equivalents (USDm)           79.5           99.7           -20.3% 

Group Performance Review- Cruise EBITDA exceeds the pre-Covid peak

The Covid pandemic has had a significant impact on our cruise operations. As this impact recedes, our transformational investment in growing our port network, which began before the pandemic and continued throughout the pandemic, is now evident in our reported financials for the first time.

Adjusted Cruise revenue for the 6M period to 30 Sept 2022 was USD 60.0m, an 482% increase from the USD 10.3m in the 6M period to 30 Sept 2021. Cruise EBITDA of USD 42.3m compares to just USD 0.3m in the 6M period to 30 Sept 2021. Our performance in the 6M period to 30 Sept 2022 compares favourably to 2019, our last full year before the Covid pandemic where we reported Cruise EBITDA of USD 44.4m, only slightly higher in that 12-month period than our reported figure for the first half of the 2023 Reporting Period.

This strong performance results from the success of our strategy to carefully grow the number of ports in our network. Since the start of the pandemic, we have signed nine cruise port concessions, started cruise operations at a tenth port, and recently signed a memorandum of understanding for another new port in the Caribbean.

In addition to this phenomenal success, since the onset of the pandemic we have completed the marine expansion investment into Antigua Cruise Port, and the USD 250m investment into Nassau Cruise Port is expected to be completed by summer 2023.

Prior to and during the Covid pandemic we took actions to improve the operational performance across our cruise ports, including increased ancillary services and improved cost control. It is only now with the return of passenger volumes and improved trading that the benefit of these actions can be seen in our financial performance. The Covid pandemic also meant that we have not, until now, been able to demonstrate the financial returns that the new ports are capable of achieving. The performance in the 6M period to end 30 Sept 2022, although still a period negatively impacted by Covid, is the start of these new ports demonstrating the financial returns they are able to produce.

Since December 2019, Gross Debt ex IFRS-16 Leases has risen by USD c150m to USD 542m. This increase has been primarily driven by our USD c250m investment into new ports since then, most notably Nassau, offset by the net proceeds from the sale of Port Akdeniz in financial year 2021. Despite the significant impact of Covid on the cruise industry, our debt levels were largely unaffected by Covid. Half of the Group's Gross Debt ex IFRS-16 Leases is non-recourse to the Group.

Cruise EBITDA for the 6M period to 30 Sept 2022, being close to the pre-pandemic record 12M contribution for the financial year 2019, represents our first opportunity to start delivering financial results that support our strategy of continuing to invest and grow throughout the pandemic.

Commercial revenue for the 6M period to 30 Sept 2022 was USD 4.1m compared to USD 4.4m in the 6M period last year and Commercial EBITDA was USD 1.7m (30 Sept 2021: USD 1.8m), impacted by EUR depreciation.

Central costs rose by close to 40% in the 6M period to 30 Sept 2022 to USD 3.6m, reflecting a normalisation of business activity such as marketing as activity picked up across our cruise operations.

Cruise Ports Business Review

Our cruise ports experienced a sharp and sustained improvement in trading throughout the 6M to Sept 2022. This improvement was primarily driven by further relaxation of Covid-related travel restrictions, the planned redeployment of the global cruise fleet and an improvement in the occupancy rate as the period progressed. Cruise calls across our network in the 6M period to 30 Sept 2022 were up 674% compared to 2022 and up 15% compared to the 2019 pre-pandemic period.

While trading in the first quarter was positive, the second quarter saw a sharp acceleration in trading. Adjusted Cruise Revenue and Cruise EBITDA rose 40% and 59%, respectively in Q2 2023, compared to Q1 2023, as travel restrictions eased further and occupancy rates accelerated.

Occupancy rates were regional and ship specific but were generally impacted by cruise lines' conservative restart plans and onboard Covid rules and travel restrictions. Although occupancy levels rose steadily throughout the Reporting Period, they generally remained below pre-pandemic levels.

Cruise - 6 months ended        Antigua Cruise   BPI   Ege           Nassau Cruise    Valletta Cruise   Other      Total 
30-Sept-221                    Port                                 Port             Port              Cruise 
Adjusted Cruise Revenue (USDm)3  0.8              15.6  13.3          14.0             7.7               8.7        60.0 
 
Cruise EBITDA (USDm)3            (0.4)            9.7   11.9          9.9              5.2               6.0        42.3 
  Cruise EBITDA Margin         -46%             63%   89%           55%              67%               69%        70% 
Passengers (m)5                0.043            1.213 0.421         1.593            0.397             0.683      4.35 
 
Cruise - 6 months ended        Antigua Cruise   BPI   Ege Cruise    Nassau Cruise    Valletta Cruise   Other      Total 
30-Sept-211                    Port                   Port          Port             Port              Cruise 
Adjusted Cruise Revenue (USDm)3  0.3              2.2   0.4           2.2              3.4               1.9        10.4 
 
Cruise EBITDA (USDm)3            (0.6)            (0.3) (0.1)         (0.6)            2.2               (0.3)      0.3 
  Cruise EBITDA Margin         -189%            -13%  -31%          -27%             64%               3%         3% 
Passengers (m)5                0.00             0.17  0.00          0.18             0.09              0.12       0.56 

In April 2022, at the start of the 6M period to 30 Sept 2022, total passenger volumes were 508k, 36% below the levels achieved in April 2019, (including Antigua and Nassau Cruise Port). As more countries relaxed travel restrictions and more cruise ships returned to sailing, activity levels across the industry rose. By June 2022, monthly passenger volumes had risen to only 20% below those achieved in June 2019. By the end of the summer, passenger volumes, in some months, had started to reach 2019 volumes across our portfolio.

This significant increase in passenger volumes flowed through to a significant increase in Cruise revenue and EBITDA across our portfolio. Cruise Revenue of USD 60.0m and Cruise EBITDA of USD 42.3m for the six-month period was only marginally below the previous record Cruise Revenue and Cruise EBITDA that was reported for the 12 months ending 31 December 2019 of USD 63.0m and USD 44.4m, respectively. Although, Antigua Cruise Port and Nassau Cruise Port only contributed towards two months of the 12 months to December 2019, the scale of Cruise EBITDA that the business is now generating reflects the continued delivery of our core strategy of growing the size and reach of our cruise port network.

All of our cruise ports experienced a significant improvement in trading in the Reporting Period, and all ports saw the improvement strengthen over time. However, the recovery has been more robust in some regions and at some ports compared to others.

Nassau Cruise Port has performed particularly strongly, benefiting from its proximity to the key home ports in Florida and the cruise lines' continued desire to operate more short cruises in this area at the expense of longer itineraries to other parts of the Caribbean. The port is, on some days, hosting six cruise ships simultaneously, utilising the new berthing that has resulted from our significant investment into this port.

Ege Port has also performed very strongly. Shortly after the IPO of GPH in 2017, Ege Port suffered a sharp drop in passenger numbers due to geo-political issues. In early 2020, bookings from the cruise lines indicated that Ege Port would report a strong recovery in passenger volume numbers. Unfortunately, the onset of the Covid pandemic meant this expected recovery did not materialise. Ege Port's performance in the 6M period to 30 Sept 2022 is the result of this delayed recovery to more normal levels of activity at Ege Port.

Antigua Cruise Port's recovery from Covid remains so far relatively subdued. Antigua Cruise Port tends to be a Winter destination, so this port has yet to experience a meaningful post Covid pick-up in trading. Looking into the Winter 2022/23 season, the major US cruise lines are focussing on short cruises close to their Southern US home ports so activity levels are expected to remain relatively low throughout the Winter 2022/23 cruise season at Antigua before improving in Winter 2023/24.

Other Cruise delivered a strong improvement in Cruise revenue and EBITDA. This improvement was driven by a combination of our new port services offering, improved trading at our smaller ports, including new ports and strong improvement in contribution at the EBITDA level from our equity accounted ports.

Our investment into Nassau Cruise Port continued during the period and is currently expected to be completed by Summer 2023. This project has remained largely on track and on budget despite the significant impact of the Covid pandemic on the cruise industry and global supply chains. We are very excited that we will shortly be able to welcome cruise passengers to one of the world's most iconic cruise port destinations.

During the 6M to 30 Sept 2022, we once again delivered against our core strategy to selectively grow the size and reach of our cruise port network. In Spain, we signed a 12-year port concession with a 6-year extension option for Tarragona Cruise Port and began operations at Vigo Cruise Port. We also signed concessions covering three cruise ports in the Canary Islands. The concession for Las Palmas, the largest port among the three, is for 40 years and the concessions for the two other ports are 20 years. In 2019, these three cruise ports handled 1.5 million cruise passenger movements. GPCI will invest approximately EUR 40 million into constructing a new cruise terminal in Las Palmas and modular terminal facilities at Marmoles pier in Arrecife and Puerto del Rosario in Fuerteventura. The debt financing for these projects is expected to be secured by local banks, and GPH is in advanced discussion regarding the financing. The debt metrics are expected to align with the Group's historical precedents. We started operations at these ports shortly after the end of the period.

In the Caribbean, we signed a 30-year concession agreement for San Juan Cruise Port, Puerto Rico. This agreement marks a significant development in GPH's strategic ambitions in the Caribbean. On completion, San Juan Cruise Port, which welcomed 1.8m unique passengers in 2019 (including c. 0.4m homeport passengers, i.e. 2.2m passenger movements), will become the third-largest cruise port in GPH's global network.

San Juan Cruise Port is currently a popular transit port and homeport. However, its cruise port infrastructure needs significant investment to ensure continued operations over the concession term and to meet the needs of the modern and fast-growing cruise industry.

Under the concession agreement terms, GPH will pay an upfront concession fee of USD75m to the Puerto Rico Ports Authority. During an initial investment phase, GPH will spend approximately USD 100m, primarily focused on critical infrastructure repairs and upgrades of the terminal buildings and the walkway.

The second investment phase will commence subject to certain pre-agreed criteria, including cruise passenger volumes recovering to pre-pandemic levels. In this phase, GPH will invest an estimated USD 250m in expanding the capacity of the cruise port by building an entirely new cruise pier and state-of-the-art homeport terminal capable of handling the world's largest cruise ships at Piers 11 and 12. For the long-term project financing of this project, GPH anticipates the long-term project financing by way of debt financing from US debt capital markets in the form of non-recourse Project Activity Bonds and/or from US institutional investors. Subject to the satisfaction of the closing conditions, including financing conditions, the concession's financial close and commencement of operations are expected to occur in the second half of GPH's financial year 2023.

After the end of the Reporting Period, we achieved another milestone when we signed a concession for our first cruise port in North America, signing a 10-year concession with a 10-year extension option for Prince Rupert Cruise Port, Canada.

Commercial Ports Business Review

Commercial Operations            6 months ended 30-Sept-22 6 months ended 30-Sept-21 
Revenue (USDm)                     4.1                       4.4 
Commercial EBITDA (USDm)3          1.7                       1.8 
  Commercial EBITDA Margin       42%                       41% 
General Cargo ('000 tons)        73.2                      50.6 
Container Throughput ('000) TEU) 21.9                      25.9 

General Cargo volumes at Port of Adria, our only commercial port, rose by 45% in the 6M Reporting Period to 30 Sept 2022, while Container Throughput volumes fell 15%. Commercial revenues fell 8% to USD 4.1m for the 6M period to 30 Sept 2022, compared to USD 4.4m in the 2022 H1 Reporting Period. Commercial EBITDA fell slightly to USD 1.7m for the 6M period to 30 Sept 2022, compared to 1.8m in the 2022 H1 Reporting Period. The Board of GPH continues to consider its options regarding Port of Adria, including its potential sale.

Financial Review

Group revenue for the Reporting Period was USD 118.3 million (2021: USD 61.1 million), with adjusted revenue of USD 64.1 million (2021: USD 14.8 million). The latter reflects the operating performance as it excludes the impact of IFRIC-12 construction revenue in Nassau of USD 54.2 million (2021: USD 46.3 million). Under IFRIC-12, the expenditure for certain construction activities in Nassau is recognised as operating expenses and added with a margin to the Group's revenue. IFRIC-12 construction revenue has no impact on cash generation.

Adjusted EBITDA, reflecting Cruise and Commercial EBITDA less unallocated expenses, was USD 40.4 million compared with USD 2.1 million in the first half of 2022. This turnaround in Adjusted EBITDA was driven by the significant increase in cruise activity in the Reporting Period and continued control of costs as our cruise operations accelerated towards a return to normal operating conditions.

After depreciation and amortisation of USD 13.3 million (2021: USD 14.4 million), including USD 9.6 million (2021: USD 10.6 million) of port operating rights amortisation, and specific adjusting items of USD 2.9 million (2021: 3.9 million), the Group reported an operating profit for 6M to 30 Sept 2022 of USD 21.9 million (2021: loss of USD 18.5 million). After net finance costs of USD 27.5 million (2021: USD 10.6 million), the loss before tax was USD 4.4 million (2021: USD 29.4 million).

Flexible cost base

Our extensive use of outsourcing through third parties and contractors to manage the volume-related work across our cruise ports meant that during Covid, we could flex our costs, often automatically, in line with the drop in activity across our ports.

As cruise activity has increased across our operations, our costs have risen. However, our continued tight control of costs has allowed us to manage this increased activity with a lower cost base than before the pandemic.

In the 6M to 30 Sept 2022, our cruise operations generated a Cruise EBITDA margin of 70.4%, in line with our record Cruise EBITDA margin achieved in full year 2019, despite our operations being negatively impacted by travel restrictions for much of the Reporting Period.

Adjusted EBITDA

Adjusted EBITDA for the 6M to 30 Sept 2022 was USD 40.4 million (2021: USD 0.3 million), reflecting Cruise and Commercial EBITDA less unallocated expenses.

Unallocated expenses, which consist of Holding Company costs and deducted from Segmental EBITDA to arrive at Adjusted EBITDA, were USD 3.6 million for the Reporting Period compared with USD 2.6 million in 2022, an increase of close to 40% compared to an increase in Adjusted revenue of 334%.

Depreciation and amortisation costs

Depreciation and amortisation costs were USD 13.3 million for the Reporting Period, compared with USD 14.4 million in the first half of 2022.This decrease was driven by the impact of FX movements on the depreciation for Euro denominated assets.

Specific adjusting items

During the Reporting Period, specific adjusting items totalled USD 3.9 million compared with USD 3.9 million in the 6M to 30 Sept 2021.

Finance costs

The Group's net finance charge in the 6M to 30 Sept 2022 was USD 27.5 million compared with USD 10.6 million in the 6M to 30 Sept 2021. This was driven by lower finance income due to lower other foreign exchange gains, which were USD 2.0m compared to USD 4.3m in the 6M to 30 Sept 21 and the one-off gain on refinancing of the Eurobond of USD 4.8m in the 6M to 30 Sept 2021. Finance costs rose to USD 30.4m from USD 20.1m in the prior year. This was primarily due to higher other foreign exchange losses of USD 8.9m (2021: USD 0.2m) and the higher interest expense on loans and borrowings of USD 16.8m (2021: USD 13.8m), offset by the foreign exchange losses of USD 1.9m on the Eurobond in the 6M to 30 Sept 2021 which have not repeated this year.

On a cash basis net interest expenses was USD 11.5 million compared with USD 30.6 million for the 6M to 30 Sept 2021. The significant fall in cash net interest expense was primarily due to the timing of interest payments on the Nassau Cruise Port bond, which paid 12 months' interest in the 6M to 30 Sept 2021 compared to 6M interest in the 6M to 30 Sept 2022, interest on the Eurobond in the 6M to 30 Sept 2021 and the addition of the interest due on the Sixth Street loan to the principal amount outstanding rather than being paid in the Reporting Period.

Taxation

GPH is a multinational Group and is liable for taxation in multiple jurisdictions worldwide. Despite the loss before tax of USD 4.4 million, the Group reported a tax expense of USD 2.9 million. This compares to a tax income of USD 6.1 million in the 6M to 30 Sept 2021. The Group pays corporate tax due to specific components being profitable and because losses created on other components cannot necessarily be utilised at the consolidated level. On a cash basis, the Group's income taxes paid amounted to USD 0.9 million compared with USD 0.2 million in the comparable period.

Investing Activities

Capital expenditure during the 6M to 30 Sept 2022 was USD 43.9 million, including the impact of advances, with this expenditure primarily focused on our continued commitments to invest in Nassau Cruise Port.

We invested USD 53.9 million in the port infrastructure at Nassau during the Reporting Period compared with USD 46.6 million in H1 2022. The marine works are now complete, and the work on the landside works, including an iconic new cruise terminal, is well underway.

Elsewhere, our maintenance capital expenditure programs, which are generally minimal, emerged from Covid, and we invested a relatively small amount in improving the passenger experience at the South Terminal in Barcelona.

Cash flow

The Group generated an Adjusted EBITDA of USD 40.3 million in the 6M to Sept 2022, compared to a USD 0.5 million Adjusted EBITDA loss in the comparable period.

Operating cash flow was USD 40.0 million, reflecting the substantial improvement in Adjusted EBITDA and a change in working capital in the 6M ended 30 Sept 2022 of USD 3.8 million, net of other operating outflows in the Reporting Period of USD 4.1 million.

The movement in working capital includes a cash inflow of USD 8.2 million due to changes in trade payables and prepayments in Nassau relating to the progress of construction works. Adjusted for this, normal working capital balances have increased which reflects the working capital build-up as we continued to come out of the cruise industry shutdown.

Net interest expense of USD 11.5 million reflects the cash costs of the outstanding gross debt. The significant reduction primarily reflects the timing of interest payments on the Nassau Cruise Port bond, which paid 12 months interest in the 6M to 30 Sept 2021 compared to six months interest in the 6M to 30 Sept 2022, interest on the Eurobond in the 6M to 30 Sept 2021 and the addition of the interest due on the Sixth Street loan to the principal amount outstanding rather than being paid in the Reporting Period.

Net capital expenditure, including advances of USD 43.9 million, primarily reflects the continued investment in Nassau Cruise Port. Advances used for tangible assets were USD 11.4 million.

Cash flow                                              6 months ended 30-Sep-22   6 months ended 30-Sep-21 
Operating (loss) / profit                              21.9                       (18.5) 
Depreciation and Amortisation                          13.3                       14.4 
Specific Adjusting Items                               3.9                        3.9 
Share of (loss) / profit of equity-accounted investees 1.2                        (0.3) 
Adjusted EBITDA                                        40.3                       (0.5) 
Working capital                                        3.8                        (11.8) 
Other                                                  (4.1)                      0.7 
Operating Cash flow                                    40.0                       (11.6) 
Net interest expense                                   (11.5)                     (30.6) 
Tax paid                                               (0.9)                      (0.2) 
Net capital expenditure incl. advances                 (43.9)                     (50.3) 
Free cash flow                                         (16.3)                     (92.7) 
Investments                                            --                         -- 
Change in Gross debt                                   (2.2)                      5.2 
Dividends                                              --                         1.8 
Disposals                                              --                         -- 
Cash flow from discontinued operations                 --                         -- 
Related party financing                                5.9                        -- 
Net Cash flow                                          (12.6)                     (85.7) 

Debt

At 30 September 2022, IFRS gross debt was USD 599.0m (Ex IFRS-16 Finance Leases Gross Debt: USD 541.7m), compared to gross debt at 31 March 2022 of USD 598.6m (Ex IFRS-16 Finance Leases Gross Debt: USD 534.7m). Net debt excluding IFRS-16 finance leases was USD 462.2m compared to USD 435.0m as at 31 March 2022.

At the end of September 2022, GPH had cash and cash equivalents of USD 79.5m, compared to USD 99.7m at 31 March 2022 and USD 84.1m at 30 June 2022. The main driver for the increase in net debt and decrease in cash is the continued investment activity in Nassau Cruise Port.

Capital commitments

The committed investments in Nassau continue to progress in line with our plans and commitments. The marine works in Nassau have been completed, and the second phase of the investment programme, the landside works, continues to progress to plan. This work is currently scheduled to be completed by the summer of 2023. The financing of the remaining works has been secured through USD 110 million of non-recourse notes and a USD 50 million equity capital increase within the project entity, subscribed by the Group and our local partners in Nassau Cruise Port, pro-rata to shareholdings.

Global Ports Canary Islands SL ("GPCI"), an 80:20 joint venture between GPH and local partner Sepcan S.L., signed a 40-year concession for Las Palmas de Gran Canaria, the Canary Islands. GPCI will invest approximately EUR 40 million into constructing new cruise terminals and modular terminal facilities at these ports. The debt financing for this project is expected to be secured by local banks, and GPH is in advanced discussions regarding the financing.

San Juan Cruise Port is a significant investment project. The first phase is expected to see GPH pay an upfront concession fee of USD 75m and invest approximately USD 100m in the critical infrastructure repairs at Piers 1 and 4 and Pan American Piers and upgrades of the terminal buildings and the walkway. A second investment phase is conditional upon certain pre-agreed criteria, including cruise passenger volumes recovering to pre-pandemic levels. In this phase, GPH will invest an estimated USD 250m in expanding the capacity of the cruise port by building a completely new cruise pier and state-of-the-art homeport terminal capable of handling the world's largest cruise ships at Piers 11 and 12.

For the long-term project financing of the San Juan Cruise Port project, GPH anticipates it will access long-term project financing by way of debt financing from US debt capital markets in the form of non-recourse Project Activity Bonds and/or from US institutional investors.

Global Ports Holding PLC

Interim condensed consolidated financial statements

For the six months ended 30 September 2022

Contents

Responsibility Statement                                                                  3 
Independent Practitioner's Review Report                                                  4 - 5 
Primary Statements 
Interim condensed consolidated statement of profit or loss and other comprehensive income 6 - 7 
Interim condensed consolidated statement of financial position                            8 
Interim condensed consolidated statement of changes in equity                             9 - 11 
Interim condensed consolidated cash flow statement                                        12 
Notes to the condensed financial statements                                               13 - 32 

Responsibility Statement

We confirm that to the best of our knowledge:

-- the condensed set of financial statements has been prepared in accordance with IAS 34 Interim FinancialReporting as adopted by the UK,

-- the interim management report includes a fair review of the information required by: a. DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important eventsthat have occurred during the first six months of the financial year and their impact on the condensed set offinancial statements; and a description of the principal risks and uncertainties for the remaining six months ofthe year; and b. DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that havetaken place in the first six months of the current financial year and that have materially affected the financialposition or performance of the entity during that period; and any changes in the related party transactionsdescribed in the last annual report that could do so.

By order of the Board,

Ercan ERGÜL

Board Member

12 December 2022

INDEPENT REVIEW REPORT TO GLOBAL PORTS HOLDING PLC

Conclusion

We have been engaged by the group to review the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2022 which comprise the Consolidated Statement of Profit or Loss and Other Comprehensive Income, the Consolidated Statement of Financial position, the Consolidated Statement of Changes in Equity, the Consolidated Cash Flow Statement and related notes to the condensed financial statements. We have read the other information contained in the half-yearly financial report and considered whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the half-yearly financial report for the six months ended 30 September 2022 is not prepared, in all material respects, in accordance with UK adopted International Accounting Standard 34 and the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

Basis for conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410, "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued for use in the United Kingdom. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with UK adopted IASs. The condensed set of financial statements included in this half-yearly financial report has been prepared in accordance with UK adopted International Accounting Standard 34, "Interim Financial Reporting".

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis for conclusion section of this report, nothing has come to our attention to suggest that management have inappropriately adopted the going concern basis of accounting or that management have identified material uncertainties relating to going concern that are not appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410, however future events or conditions may cause the group to cease to continue as a going concern.

Responsibilities of directors

The directors are responsible for preparing the half-yearly financial report in accordance with the Disclosure Guidance and Transparency Rules of the United Kingdom's Financial Conduct Authority.

In preparing the half-yearly financial report, the directors are responsible for assessing the group's ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or to cease operations, or have no realistic alternative but to do so.

Auditor's responsibilities for the review of financial information

In reviewing the half-yearly report, we are responsible for expressing to the group a conclusion on the condensed set of financial statements in the half-yearly financial report. Our conclusion, including our Conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion paragraph of this report.

Use of our report

This report is made solely to the company's directors, as a body, in accordance with the terms of our engagement letter dated 10 October 2022. Our review has been undertaken so that we might state to the company's directors those matters we have agreed to state to them in a reviewer's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone, other than the company and the company's directors as a body, for our work, for this report, or for the conclusions we have formed.

PKF Littlejohn LLP 15 Westferry Circus

Statutory Auditor Canary Wharf

London E14 4HD

12 December 2022

 
 
 
 
 
 
 
                                                                 Six months ended    Six months ended    Year ended 
(USD '000)                                               Notes   30 September 2022   30 September 2021   31 March 2022 
                                                                                                         (Audited) 
 
Revenue                                                  4       118,349             61,060              128,410 
Cost of sales                                                    (82,132)            (67,152)            (131,326) 
Gross profit                                                     36,217              (6,092)             (2,916) 
 
Other income                                                     1,478               1,269               5,169 
Selling and marketing expenses                                   (1,476)             (874)               (2,530) 
Administrative expenses                                          (8,761)             (7,076)             (16,762) 
Impairment loss on trade receivables and contract assets         --                  (407)               -- 
Other expenses                                                   (5,548)             (5,293)             (12,645) 
Operating profit                                                 21,910              (18,473)            (29,684) 
 
Finance income                                           5       2,881               9,523               25,071 
Finance costs                                            5       (30,381)            (20,110)            (36,897) 
Net finance costs                                                (27,500)            (10,587)            (11,826) 
 
Share of profit / (loss) of equity-accounted investees           1,232               (343)               (2,425) 
 
 Loss before tax                                                 (4,358)             (29,403)            (43,935) 
 
Tax (expense) / income                                   6       (2,942)             6,102               (605) 
 
Loss for the period / year                                       (7,300)             (23,301)            (44,540) 
 
(Loss) / Profit for the period / year attributable to: 
Owners of the Company                                            (16,564)            (18,844)            (35,992) 
Non-controlling interests                                        9,264               (4,457)             (8,548) 
                                                                 (7,300)             (23,301)            (44,540) 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements.

                                                                        Six months        Six months        Year ended 
                                                                        ended             ended 
 (USD'000)                                                      Notes                                       31 March 
                                                                        30 September      30 September      2022 
                                                                        2022              2021 
                                                                                                            (Audited) 
 
Other comprehensive income 
Items that will not be reclassified subsequently 
 
to profit or loss 
Remeasurement of defined benefit liability, net of income tax           (28)              5                 (49) 
                                                                        (28)              5                 (49) 
Items that may be reclassified subsequently to profit or loss 
Foreign currency translation differences                                (17,364)          (686)             (15,460) 
Cash flow hedges - effective portion of changes in fair value           86                91                253 
Cash flow hedges - realized amounts transferred to income               (58)              (100)             (170) 
statement 
Equity accounted investees - share of OCI                               595               (565)             (667) 
Losses on a hedge of a net investment                                   --                (990)             (793) 
                                                                        (16,741)          (2,250)           (16,837) 
Other comprehensive income /(loss) for the period/year, net of          (16,769)          (2,245)           (16,886) 
income tax 
Total comprehensive income /(loss) for the period/year                  (24,069)          (25,546)          (61,426) 
 
Total comprehensive income/(loss) attributable to: 
Owners of the Company                                                   (25,715)          (20,694)          (49,735) 
Non-controlling interests                                               1,646             (4,852)           (11,691) 
                                                                        (24,069)          (25,546)          (61,426) 
 
Basic and diluted earnings / (loss) per share (cents per share) 12      (26.4)            (30.0)            (57.3) 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements.

                                                                                     As at           As at 
                                                                As at 
                                                                                     31 March 2022    30 September 2021 
                                                        Notes    30 September 2022 
                                                                                     (USD '000)      (USD '000) 
                                                                (USD '000) 
                                                                                     (Audited)       (Unaudited) 
Non-current assets 
Property and equipment                                          110,067              121,411         127,447 
Intangible assets                                    7          444,990              410,971         376,226 
Right of use assets                                             76,356               83,461          86,356 
Investment property                                             1,747                2,038           2,158 
Goodwill                                                        13,483               13,483          13,485 
Equity-accounted investees                                      13,204               14,073          16,535 
Due from related parties                             14         8,182                8,846           8,049 
Deferred tax assets                                             3,962                6,604           15,677 
Other non-current assets                                        2,385                2,375           2,346 
                                                                674,376              663,262         648,279 
Current assets 
Trade and other receivables                          8          27,948               21,148          28,253 
Due from related parties                             14         373                  1,061           460 
Other investments                                               51                   55              57 
Other current assets                                            14,356               25,406          38,382 
Inventory                                                       873                  938             946 
Prepaid taxes                                                   355                  314             273 
Cash and cash equivalents                                       79,484               99,687          82,616 
                                                                123,440              148,609         150,987 
Total assets                                                    797,816              811,871         799,266 
 
Current liabilities 
                                                     10         80,174               75,998          61,351 
Loans and borrowings 
Other financial liabilities                                     396                  754             1,176 
Trade and other payables                                        47,483               37,888          58,066 
Due to related parties                               14         1,844                486             3,338 
Current tax liabilities                                         748                  377             61 
Provisions                                           11         12,162               9,483           8,691 
                                                                142,807              124,986         132,683 
 
Non-current liabilities 
Loans and borrowings                                 10         518,779              522,590         483,464 
Other financial liabilities                                     50,064               50,316          53,753 
Trade and other payables                                        1,435                1,640           11 
Due to related parties                               14         8,872                3,000           -- 
Deferred tax liabilities                                        39,064               44,498          48,212 
Provisions                                           11         10,074               13,997          19,414 
Employee benefits                                               409                  346             482 
Derivative financial liabilities                                (16)                 101             230 
                                                                628,681              636,488         605,566 
Total liabilities                                               771,488              761,474         738,249 
Net assets                                                      26,328               50,397          61,017 
 
Equity 
Share capital                                                   811                  811             811 
Legal reserves                                                  6,014                6,014           6,014 
Share based payment reserves                                    367                  367             239 
Hedging reserves                                                (42,705)             (43,328)        (43,515) 
Translation reserves                                            36,716               46,462          58,488 
Retained earnings                                               (64,784)             (48,192)        (30,990) 
Equity attributable to equity holders of the Company            (63,581)             (37,866)        (8,953) 
Non-controlling interests                                       89,909               88,263          69,970 
Total equity                                                    26,328               50,397          61,017 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements.

 
                                             Share 
                                    Legal    based      Hedging  Translation Retained          Non-controlling 
(USD '000)            Notes Share   reserves payment    reserves reserves    earnings          interests 
                            capital          reserves                                                          Total 
                                                                                      Total 
                                                                                                               equity 
Balance at 1 April          811     6,014    367        (43,328) 46,462      (48,192) (37,866) 88,263          50,397 
2022 
 
Loss for the period         --      --       --         --       --          (16,564) (16,564) 9,264           (7,300) 
Other comprehensive 
(loss) / income for         --      --       --         623      (9,746)     (28)     (9,151)  (7,618)         (16,769) 
the period 
Total comprehensive 
(loss) / income for         --      --       --         623      (9,746)     (16,592) (25,715) 1,646           (24,069) 
the period 
 
Transactions with 
owners of the Company 
Contribution and 
distributions 
Dividends                   --      --       --         --       --          --       --       --              -- 
Transfer to legal           --      --       --         --       --          --       --       --              -- 
reserves 
Total contributions         --      --       --         --       --          --       --       --              -- 
and distributions 
 
Changes in ownership 
interest 
Equity injection            --      --       --         --       --          --       --       --              -- 
Acquisition of 
subsidiary with             --      --       --         --       --          --       --       --              -- 
non-controlling 
interest 
Transactions with 
non-controlling             --      --       --         --       --          --       --       --              -- 
interest 
Total changes in            --      --       --         --       --          --       --       --              -- 
ownership interest 
Total transactions 
with owners of the          --      --       --         --       --          --       --       --              -- 
Company 
Balance at 30               811     6,014    367        (42,705) 36,716      (64,784) (63,581) 89,909          26,328 
September 2022 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements

 
                                             Share 
                                   Legal     based      Hedging  Translation Retained          Non-controlling 
(USD '000)           Notes Share             payment    reserves reserves    earnings          interests 
                           capital  reserves reserves                                                          Total 
                                                                                      Total 
                                                                                                               equity 
Balance at 1 April         811     6,014     239        (41,951) 58,779      (12,151) 11,741   74,822          86,563 
2021 
 
Loss for the year          --      --        --         --       --          (18,844) (18,844) (4,457)         (23,301) 
Other comprehensive 
(loss) / income for        --      --        --         (1,564)  (291)       5        (1,850)  (395)           (2,245) 
the year 
Total comprehensive 
(loss) / income for        --      --        --         (1,564)  (291)       (18,839) (20,694) (4,852)         (25,546) 
the year 
 
Transactions with 
owners of the 
Company 
Contribution and 
distributions 
Dividends                  --      --        --         --       --          --       --       --              -- 
Transfer to legal          --      --        --         --       --          --       --       --              -- 
reserves 
Total contributions        --      --        --         --       --          --       --       --              -- 
and distributions 
 
Changes in ownership 
interest 
Equity injection           --      --        --         --       --          --       --       --              -- 
Acquisition of 
subsidiary with            --      --        --         --       --          --       --       --              -- 
non-controlling 
interest 
Transactions with 
non-controlling            --      --        --         --       --          --       --       --              -- 
interest 
Total changes in           --      --        --         --       --          --       --       --              -- 
ownership interest 
Total transactions 
with owners of the         --      --        --         --       --          --       --       --              -- 
Company 
Balance at 30              811     6,014     239        (43,515) 58,488      (30,990) (8,953)  69,970          61,017 
September 2021 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements

 
                                   Legal    Share based Hedging  Translation Retained          Non-controlling Total 
(USD '000)           Notes Share            payment     reserves reserves    earnings          interests 
                           capital reserves reserves                                                           equity 
                                                                                      Total 
Balance at 1 April         811     6,014    239         (41,951) 58,779      (12,151) 11,741   74,822          86,563 
2021 
 
Loss for the period        --      --       --          --       --          (35,992) (35,992) (8,548)         (44,540) 
Other comprehensive        --      --       --          (1,377)  (12,317)    (49)     (13,743) (3,143)         (16,886) 
loss for the period 
Total comprehensive 
(loss) / income for        --      --       --          (1,377)  (12,317)    (36,041) (49,735) (11,691)        (61,426) 
the period 
 
Transactions with 
owners of the 
Company 
Contribution and 
distributions 
Equity settled 
share-based payment        --      --       128         --       --          --       128      --              128 
expenses 
Total contributions        --      --       128         --       --          --       128      --              128 
and distributions 
 
Changes in ownership 
interest 
Equity injection           --      --       --          --       --          --       --       25,132          25,132 
Total changes in           --      --       --          --       --          --       --       25,132          25,132 
ownership interest 
Total transactions 
with owners of the         --      --       128         (1,377)  (12,317)    (36,041) (49,607) 13,441          (36,166) 
Company 
Balance at 31 March        811     6,014    367         (43,328) 46,462      (48,192) (37,866) 88,263          50,397 
2022 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements.

 
                                                                                                              Year 
                                                                                                              ended 
                                                           Six months ended 30 
                                                          September 2022             Six months ended 30      31 March 
                                                    Notes                           September 2021            2022 
                                                          (USD '000) 
                                                                                    (USD '000)                (USD 
                                                                                                              '000) 
                                                                                                              (Audited) 
Cash flows from operating activities 
Loss for the period / year                                (7,300)                   (23,301)                  (44,540) 
Adjustments for: 
Depreciation of PPE and RoU assets and amortization       13,315                    14,420                    28,467 
expense 
Gain on disposal of Property, plant, and equipment        (9)                       --                        -- 
Impairment losses on investments                          666                       --                        -- 
Share of (profit)/loss of equity-accounted                (1,232)                   343                       2,425 
investees, net of tax 
Finance costs (excluding foreign exchange                 20,536                    16,916                    29,301 
differences) 
Finance income (excluding foreign exchange                (818)                     (494)                     (4,461) 
differences) 
Foreign exchange differences on finance costs and         7,782                     (1,065)                   (13,014) 
income, net 
Income tax expense/(benefit)                              2,942                     (5,909)                   605 
Employment termination indemnity reserve                  99                        26                        48 
Equity settled share-based payment expenses               --                        --                        128 
Use of / (Charges to) provision                           245                       (744)                     (3,174) 
Operating cash flow before changes in operating 
assets and liabilities                                    36,226                                              (4,215) 
                                                                                    192 
Changes in: 
- trade and other receivables                             (6,800)                   (2,091)                   6,708 
- other current assets                                    (299)                     (26,089)                  533 
- related party receivables                               1,523                     282                       (1,005) 
- other non-current assets                                (13)                      293                       257 
- trade and other payables                                8,191                     13,736                    (9,656) 
- related party payables                                  1,370                     2,086                     (1,330) 
- provisions                                              (179)                     --                        (6) 
- Post-employment benefits paid                           (13)                      (1)                       (686) 
Cash generated by operations before benefit and tax       40,006                    (11,592)                  (9,400) 
payments 
Income taxes paid                                         (867)                     (173)                     (173) 
Net cash generated from / (used in) operating             39,139                    (11,765)                  (9,573) 
activities 
 
Investing activities 
Acquisition of property and equipment                     (1,679)                   (3,895)                   (5,434) 
Acquisition of intangible assets                          (53,627)                  (46,392)                  (89,199) 
Proceeds from sale of property and equipment              --                        3                         30 
Bank interest received                                    648                       140                       190 
Dividends from equity accounted investees                 --                        1,765                     1,765 
Advances used / (given) for fixed assets                  11,373                    --                        (13,679) 
Net cash used in investing activities                     (43,285)                  (48,379)                  (106,327) 
 
Financing activities 
Equity injection by minorities to subsidiaries            --                        --                        23,438 
Interest paid                                             (12,142)                  (30,754)                  (36,424) 
Change in due to related parties                          5,872                     --                        3,000 
Proceeds from loans and borrowings                        28,703                    269,081                   333,581 
Repayments of borrowings                                  (30,032)                  (263,104)                 (274,511) 
Repayments of lease liabilities                           (885)                     (798)                     (2,612) 
Net cash (used in) / generated from financing             (8,484)                    (25,575)                 46,472 
activities 
 
Net decrease in cash and cash equivalents                 (12,630)                  (85,719)                  (69,428) 
Effect of foreign exchange rate changes on cash and       (7,573)                   (2,264)                   (1,484) 
cash equivalents 
Cash and cash equivalents at beginning of year            99,687                    170,599                   170,599 
Cash and cash equivalents at end of period                79,484                    82,616                    99,687 

The notes on pages 13 to 37 are an integral part of these condensed consolidated interim financial statements. 1. Reporting entity

Global Ports Holding PLC is a public limited company listed on the London Stock Exchange, and incorporated in the United Kingdom and registered in England and Wales under the Companies Act 2006. The address of the registered office is 34 Brook Street 3rd Floor, London, England, W1K 5DN, United Kingdom. The majority shareholder of the Company is Global Yatirim Holding.

These condensed interim consolidated financial statements of Global Ports Holding PLC (the "Company", and together with its subsidiaries, the "Group") for the six months ended 30 September 2022 were authorised for issue in accordance with a resolution of the directors on 8th December 2022. 2. Accounting policies a. Basis of preparation

This condensed set of consolidated financial statements for the six-month period ended 30 September 2022 have been prepared in accordance with the UK adopted International Accounting Standard 34 'Interim Financial Reporting' in conformity with the requirements of Accounting Standards Board's half yearly financial reports statement dated July 2007.

The interim condensed consolidated financial statements do not include all the information and disclosures required in the annual financial statements and should be read in conjunction with the consolidated financial statements as at and for the year ended 31 March 2022 available on the Company website. Also, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group's financial position and performance since the last annual financial statements.

The comparative figures for the financial year ended 31 March 2022 are not the company's statutory accounts for that financial year. Those accounts have been reported on by the company's auditor and delivered to the registrar of companies. The report of the auditor was (i) unqualified, (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report, and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. b. Going concern

The Group operates or has invested in 26 ports in 14 different countries and is focusing on increasing its number of cruise ports in different geographical locations to support its operations and diversify economic and political risks. As a consequence, the Group management believes that the Group is well placed to manage its business risks successfully despite the current uncertain economic outlook.

The principal events and conditions identified by the Group that have the most significant impact on the going concern of the Group are:

(a) the passenger levels that will be observed during the Going Concern assessment period of not less than 12 months from the date of approval of these Interim Report and Accounts and the associated effect on Group revenues and cash position; and

(b) maintaining liquidity based on current facilities along with covenant compliance on those facilities.

As of the date of this report, Cruise operations are approaching normal activity levels pre-Covid 19, following the closing of cruise operations in March 2020. Adhering to the initial forecast with a slow acceleration after the restart of operation late 2020 in Europe and in the second quarter of 2021 in the Caribbean, cruise passenger numbers have increased gradually until Q2 of financial year 2023 (June to September 2022) and by the end of the fiscal year 2023, management expects operations to reach its normalized, pre-Covid level and the return of regular business cycle.

Management is in close contact with its banking partners related to its current financial liabilities; covenant compliance for Port of Adria has been waived and postponed until early 2024, and covenants compliance for Valletta Cruise Port and Barcelona Port Investment has been waived until 31 December 2022.

2 Accounting Policies (continued)

b) Going concern (continued)

Group management believes that the Group is well placed to manage its financing and other business risks satisfactorily and have a reasonable expectation that the Group will have adequate resources to continue in operation for at least 12 months from the signing date of these consolidated interim financial statements. They therefore consider it appropriate to adopt the going concern basis of accounting in preparing the financial statements. c. Critical accounting judgements and key sources of estimation uncertainty

In the application of the Group's accounting policies, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions are based on historical experience and other factors that are considered to be relevant. Actual results may differ from these estimates.

In preparing these condensed consolidated interim financial information, the significant judgments made by management in applying the Group's accounting policies and the key sources of estimation uncertainty were the same as those that applied to the consolidated financial statements as at and for the year ended 31 March 2022. d. Change in / new accounting policies

The accounting policies applied in these interim financial statements are the same as those applied in the Group's consolidated financial statements as at and for the year ended 31 March 2022. e. Foreign currency

Transactions in foreign currencies are translated into the respective functional currencies of the Group entities by using the exchange rate at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies at the reporting date are retranslated to the functional currency at the exchange rate at the reporting date. Non-monetary assets and liabilities denominated in foreign currencies carried at historical cost should be retranslated using the exchange rate at the date of the transaction. Foreign currency differences arising on retranslation are recognised in profit or loss.

The Group entities use United Stated Dollars ("USD"), Euro ("EUR") or Turkish Lira ("TL") as their functional currencies since these currencies represent the primary economic environment in which they operate. These currencies are used to a significant extent in, or have a significant impact on, the operations of the related Group entities and reflect the economic substance of the underlying events and circumstances relevant to these entities. Transactions and balances not already measured in the functional currency have been re-measured to the related functional currencies in accordance with the relevant provisions of IAS 21 The Effect of Changes in Foreign Exchange Rates. The Group uses USD as the presentation currency.

Assets and liabilities of those Group entities with a different functional currency than the presentation currency of the Group are translated into the presentation currency of the Group at the rate of exchange ruling at the reporting date. The income and expenses of the Group entities are translated into the presentation currency at the average exchange rates for the period. Equity items, except for net income, are translated using their historical costs. These foreign currency differences are recognised in "other comprehensive income" ("OCI"), within equity under "translation reserves".

Below are the foreign exchange rates used by the Group for the periods shown.

As at 30 September 2022, 31 March 2022 and 30 September 2021, foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

              30 September 2022 31 March 2022 30 September 2021 
TL/USD        0.0540            0.0683        0.1131 
Euro/USD      0.9686            1.1135        1.1663 

2 Accounting Policies (continued)

e) Foreign currency (continued)

For the six months ended 30 September 2022, 30 September 2021 and for the Year ended 31 March 2022, average foreign currency exchange rates of the Central Bank of the Turkish Republic were as follows:

              Six months ended 30 September 2022 Six months ended 30 September 2021 Year ended 31 March 2022 
TL/USD        0.0593                             0.1184                             0.0947 
Euro/USD      1.0355                             1.1919                             1.1542 f. Alternative performance measures 

This interim condensed set of financial statements includes certain measures to assess the financial performance of the Group's business that are termed "non-IFRS measures" because they exclude amounts that are included in, or include amounts that are excluded from, the most directly comparable measure calculated and presented in accordance with IFRS, or are calculated using financial measures that are not calculated in accordance with IFRS. These non-GAAP measures comprise the following.

Segmental EBITDA

Segmental EBITDA calculated as income/(loss) before tax after adding back: interest; depreciation; amortisation; unallocated expenses; and Specific adjusting items.

Management evaluates segmental performance based on Segmental EBITDA. This is done to reflect the fact that there is a variety of financing structures in place both at a port and Group-level, and the nature of the port operating right intangible assets vary by port depending on which concessions were acquired versus awarded, and which fall to be treated under IFRIC 12. As such, management considers monitoring performance in this way, using Segmental EBITDA, gives a more comparable basis for profitability between the portfolio of ports and a metric closer to net cash generation. Excluding project costs for acquisitions and one-off transactions such as project specific development expenses as well as unallocated expenses, gives a more comparable year-on-year measure of port-level trading performance.

Management is using Segmental EBITDA for evaluating each port and group-level performances on operational level.

As per management's view, some specific adjusting items are included in the computation of Segmental EBITDA.

Specific adjusting items

The Group presents specific adjusting items separately. For proper evaluation of individual ports financial performance and the consolidated financial statements, Management considers disclosing specific adjusting items separately because of their size and nature. These expenses and income include project expenses; being the costs of specific M&A activities , the costs associated with appraising and securing new and potential future port agreements which should not be considered when assessing the underlying trading performance and the costs related to the refinancing of Group debts, the replacement provisions, being provision created for replacement of fixed assets which does not include regular maintenance, other provisions and reversals related to provisions provided, being related to unexpected non-operational transactions, impairment losses, construction accounting margin, being related to IFRIC 12 computation and main business of the Group is operating ports rather than construction, employee termination expenses, income from insurance repayments, income from scrap sales, gain/loss on sale of securities, other provision expenses, redundancy expenses and donations and grants.

2 Accounting Policies (continued)

f) Alternative performance measures (continued)

Specific adjusting items comprised as following,

                                            Six months ended    Six months ended    Year ended 
                                            30 September 2022   30 September 2021   31 March 2022 
 
                                            (USD '000)          (USD '000)          (USD '000) 
                                            (Unaudited)         (Unaudited)         (Audited) 
Project expenses                            3,851               4,520               7,897 
Employee termination expenses               162                 85                  205 
Replacement provisions                      287                 275                 671 
Provisions / (reversal of provisions) (*)   539                 (568)               2,820 
Impairment losses                           666                 --                  -- 
IFRIC-12 Construction accounting margin     (1,085)             (926)               (1,762) 
Other (income) / expenses                   (474)               525                 821 
Specific adjusting items                    3,946               3,911               10,652 

(*) This figure composed of expected impairment losses on receivables, provision expenses excluding vacation pay and replacement provisions and impairment losses related to assets.

Adjusted EBITDA

Adjusted EBITDA is calculated as Segmental EBITDA less unallocated (holding company) expenses.

Management uses an Adjusted EBITDA measure to evaluate Group's consolidated performance on an "as-is" basis with respect to the existing portfolio of ports. Notably removed from Adjusted EBITDA, are the costs of specific M&A activities and the costs associated with appraising and securing new and potential future port agreements. M&A and project development are key elements of the Group's strategy in the Cruise segment. Project lead times and upfront expenses for projects can be significant, however these expenses (as well as expenses related to raising financing such as acquisition financing) do not relate to the current portfolio of ports but to future EBITDA potential. Accordingly, these expenses would distort Adjusted EBITDA which management is using to monitor the existing portfolio's performance.

A full reconciliation for Segmental EBITDA and Adjusted EBITDA to profit before tax is provided in the Segment Reporting Note 3 to these financial statements.

Underlying Profit / (Loss)

Management uses this measure to evaluate the profitability of the Group normalised to exclude the specific non-recurring expenses and income, and adjusted for the non-cash port intangibles amortisation charge, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision.

Underlying Profit is calculated as profit/(loss) for the period or year after adding back: amortization expense in relation to Port Operation Rights, depreciation expense in relation to Right-of-use assets and specific non-recurring expenses and income.

Adjusted earnings per share

Adjusted earnings per share is calculated as underlying profit divided by weighted average number of shares.

Management uses these measures to evaluate the profitability of the Group normalised to exclude the gain on reversal of provisions, non-cash provisional income and expenses, gain or loss on foreign currency translation on equity, unhedged portion of investment hedging on Global Liman, adjusted for the non-cash port intangibles amortisation charge, and adjusted for change in accounting policies, giving a measure closer to actual net cash generation, which the directors' consider a key benchmark in making the dividend decision. Management decided this year that in the light of a more meaningful presentation of the underlying profit, the unhedged portion of the investment hedge on Global Liman and any gain or loss on foreign currency translation on equity have been excluded.

2 Accounting Policies (continued)

f) Alternative performance measures (continued)

Underlying profit and adjusted earnings per share computed as following;

                                                                     Six months ended   Six months ended   Year ended 
                                                                     30 September       30 September       31 March 
                                                                     2022               2021               2022 
                                                                     (USD '000)         (USD '000)         (USD '000) 
                                                                     (Unaudited)        (Unaudited)        (Audited) 
Loss for the Period, net of IFRS 16 impact                           (7,300)            (23,301)           (44,540) 
Impact of IFRS 16 (annualized)                                       1,340              (1,581)            (2,566) 
Loss for the Period                                                  (5,960)            (24,882)           (47,106) 
Amortisation of port operating rights / RoU asset / Investment       9,632              10,600             20,739 
Property 
Non-cash provisional (income) / expenses (*)                         988                68                 3,697 
Impairment losses                                                    666                --                 -- 
Unhedged portion of Investment hedging on Global Liman               --                 10,599             3,354 
(Gain) / loss on foreign currency translation on equity              365                136                1,330 
Underlying Profit / (Loss)                                           5,691              (3,479)            (17,986) 
Weighted average number of shares                                    62,826,963         62,826,963         62,826,963 
Adjusted earnings / (loss) per share (pence)                         9.06               (5.54)             (28.63) 

(*) This figure composed of employee termination expense, replacement provision, and provisions / (reversal of provisions) under specific adjusting items.

Net debt

Net debt comprises total borrowings (bank loans, bonds, notes and leases net of accrued tax) less cash, cash equivalents and short-term investments.

Management includes short term investments into the definition of Net Debt, because these short-term investments are comprised of marketable securities which can be quickly converted into cash.

Net debt comprised as following:

                                                          Six months ended    Six months ended    Year ended 
                                                          30 September 2022   30 September 2021   31 March 2022 
 
                                                          (USD '000)          (USD '000)          (USD '000) 
                                                          (Unaudited)         (Unaudited)         (Audited) 
Current loans and borrowings                              80,174              61,351              75,998 
Non-current loans and borrowings                          518,779             483,464             522,590 
Gross debt                                                598,953             544,815             598,588 
Lease liabilities recognized due to IFRS 16 application   (57,234)            (66,856)            (63,883) 
Gross debt, net of IFRS 16 impact                         541,719             477,959             534,705 
Cash and bank balances                                    (79,484)            (82,616)            (99,687) 
Short term financial investments                          (51)                (57)                (55) 
Net debt, net of IFRS 16 impact                           462,184             395,286             434,963 
Equity                                                    26,328              61,017              50,397 
Net debt to Equity ratio                                  17.55               6.48                8.63 

Leverage ratio

Leverage ratio is used by management to monitor available credit capacity of the Group.

Leverage ratio is computed by dividing gross debt to Adjusted EBITDA.

2 Accounting Policies (continued)

f) Alternative performance measures (continued)

Leverage ratio computation is made as follows;

                                                          Six months ended    Six months ended    Year ended 
                                                          30 September 2022   30 September 2021   31 March 2022 
 
                                                          (USD '000)          (USD '000)          (USD '000) 
                                                          (Unaudited)         (Unaudited)         (Audited) 
Gross debt                                                598,953             544,815             598,588 
Lease liabilities recognized due to IFRS 16 application   (57,234)            (66,856)            (63,883) 
Gross debt, net of IFRS 16 impact                         541,719             477,959             534,705 
Adjusted EBITDA (annualized)                              47,899              (5,526)             7,010 
Impact of IFRS 16 on EBITDA (annualized)                  (4,345)             (5,101)             (5,205) 
Adjusted EBITDA, net of IFRS 16 impact                    43,554              (10,627)            1,805 
Leverage ratio                                            12.44               NA                  296.1 

CAPEX

CAPEX represents the recurring level of capital expenditure required by the Group excluding M&A related capital expenditure.

CAPEX computed as 'Acquisition of property and equipment' and 'Acquisition of intangible assets' per the cash flow statement.

                                        Six months ended    Six months ended    Year ended 
                                        30 September 2022   30 September 2021   31 March 2022 
 
                                        (USD '000)          (USD '000)          (USD '000) 
                                        (Unaudited)         (Unaudited)         (Audited) 
Acquisition of property and equipment   1,679               3,895               5,434 
Acquisition of intangible assets        53,627              46,392              89,199 
CAPEX                                   55,306              50,287              94,633 

Cash conversion ratio

Cash conversion ratio represents a measure of cash generation after taking account of on-going capital expenditure required to maintain the existing portfolio of ports.

It is computed as Adjusted EBITDA less CAPEX divided by Adjusted EBITDA.

                                           Six months ended    Six months ended    Year ended 
                                           30 September 2022   30 September 2021   31 March 2022 
 
                                           (USD '000)          (USD '000)          (USD '000) 
                                           (Unaudited)         (Unaudited)         (Audited) 
Adjusted EBITDA (annualized)               47,899              (5,526)             7,010 
Impact of IFRS 16 on EBITDA (annualized)   (4,345)             (5,101)             (5,205) 
Adjusted EBITDA, net of IFRS 16 impact     43,554              (10,627)            1,805 
CAPEX                                      (55,306)            (50,287)            (94,633) 
Cash converted after CAPEX                 (11,752)            (60,914)            (92,828) 

Hard currency

Management uses the term hard currency to refer to those currencies that historically have been less susceptible to exchange rate volatility. For the period ended 30 September 2022 and 2021, and for the year ended 31 March 2022, the relevant hard currencies for the Group are US Dollar, Euro, Danish krone and Singaporean Dollar. 3. Segment reporting a. Products and services from which reportable segments derive their revenues

The Group operates various cruise ports and one commercial port, and all revenue is generated from external customers such as cruise liners, ferries, yachts, individual passengers, container ships and bulk and general cargo ships. b. Reportable segments

Operating segments are defined as components of an enterprise for which discrete financial information is available that is evaluated regularly by the chief operating decision-maker, in deciding how to allocate resources and assessing performance.

The Group has identified two main segments, commercial and cruise businesses. Under each main segment, the Group has presented its operations on port basis as an operating segment, as each port represents a set of activities which generates revenue and the financial information of each port is reviewed by the Group's chief operating decision-maker in deciding how to allocate resources and assess performance. Spanish Ports are aggregated due to the Group's operational structure. The Group's chief operating decision-maker is the Chief Executive Officer ("CEO"), who reviews the management reports of each port at least on a monthly basis. The only port within the commercial segment is Port of Adria.

The CEO evaluates segmental performance on the basis of earnings before interest, tax, depreciation and amortisation excluding the effects of Specific adjusting items comprising project expenses, bargain purchase gains and reserves, board member leaving fees, employee termination payments, unallocated expenses, finance income, finance costs, and including the share of equity-accounted investments which are fully integrated into GPH cruise port network ("Adjusted EBITDA" or "Segmental EBITDA"). Adjusted EBITDA is considered by Group management to be the most appropriate profit measure for the review of the segment operations because it excludes items which the Group does not consider represent the operating cash flows generated by underlying business performance. The share of equity-accounted investees has been included as it is considered to represent operating cash flows generated by the Group's operations that are structured in this manner.

The Group has the following operating segments under IFRS 8: ? BPI ("Creuers" or "Creuers (Barcelona and Málaga)"), VCP ("Valetta Cruise Port"), Ege Liman ("EgePorts-Kusadasi"), Bodrum Liman ("Bodrum Cruise Port"), Italian Ports ("Cagliari Cruise Port", "Catania CruisePort", Ravenna Cruise Port", "Taranto Passenger Terminal", "Crotone Cruise Port"), Nassau Cruise Port ("NCP"),Antigua Cruise Port ("GPH Antigua"), Kalundorg Cruise Terminal ("Kalundborg"), Lisbon Cruise Terminals, SATS -Creuers Cruise Services Pte. Ltd. ("Singapore Port"), Venezia Investimenti Srl. ("Venice Investment" or "VeniceCruise Port"), Tarragona Cruise Terminal ("Tarragona"), Balearic Handling SLA ("Balearic"), and Shore Handling SLA("Shore") which fall under the Group's cruise port operations. ? Port of Adria ("Port of Adria-Bar") presented as the Group's commercial port operations.

The Group's reportable segments under IFRS 8 are BPI, VCP, Ege Liman, Nassau Cruise Port, Antigua Cruise Port, and Port of Adria (Commercial port operations).

Bodrum Cruise Port, Italian Ports, Port of Adria (Cruise Operations), Kalundborg, Shore, Balearic, Tarragona, and Equity accounted investees do not exceed the quantitative threshold of 10% of total revenues in line with IFRS 8, and have been included in Other Cruise Ports.

GPH PLC, Global Liman, Cruise Ports Finance PLC, BPI, Global BV, GP Melita, GP Netherlands, Global Depolama, GP Med, GPH Americas, and GPH Bahamas do not generate any revenues and therefore is presented as unallocated to reconcile to the consolidated financial statements results.

Assets, revenue and expenses directly attributable to segments are reported under each reportable segment.

Any items which are not attributable to segments have been disclosed as unallocated.

3 Segment reporting (continued) b. Reportable segments (continued) i. Segment revenues, results and reconciliation to profit before tax

The following is an analysis of the Group's revenue, results and reconciliation to loss before tax by reportable segment:

                                     Ege    Nassau      Antigua     Other       Total   Port of Total      Total 
                        BPI    VCP   Liman  Cruise Port Cruise Port Cruise      Cruise  Adria   Commercial Consolidated 
USD '000                                                            Ports 
Six months ended 30 
September 2022 
Revenue                 15,565 7,725 13,260 68,251      791         8,656       114,326 4,101   4,023      118,349 
Segmental EBITDA*       9,741  5,214 11,852 9,903       (366)       5,963       42,307  1,708   1,708      44,015 
Unallocated expenses                                                                                       (3,612) 
Adjusted EBITDA*                                                                                           40,403 
Reconciliation to 
profit before tax 
Depreciation and                                                                                           (13,315) 
amortisation expenses 
Specific adjusting                                                                                         (3,946) 
items* 
Finance income                                                                                             2,881 
Finance costs                                                                                              (30,381) 
Loss before income tax                                                                                     (4,358) 
Six months ended 30 
September 2021 
Revenue                 2,153  3,402 396    48,480      310         1,865       56,606  4,454   4,454      61,060 
Segmental EBITDA*       (281)  2,180 (124)  (585)       (585)       (293)       312     1,821   1,821      2,133 
Unallocated expenses                                                                                       (2,618) 
Adjusted EBITDA*                                                                                           (485) 
Reconciliation to 
profit before tax 
Depreciation and                                                                                           (14,420) 
amortisation expenses 
Specific adjusting                                                                                         (3,911) 
items* 
Finance income                                                                                             9,523 
Finance costs                                                                                              (20,110) 
Loss before income tax                                                                                     (29,403) 
Year ended 31 March 
2022 (Audited) 
Revenue                 6,210  6,333 1,504  100,269     2,550       2,940       119,806 8,604   8,604      128,410 
Segmental EBITDA*       518    3,784 401    5,081       (37)        (203)       9,544   3,396   3,396      12,940 
Unallocated expenses                                                                                       (5,930) 
Adjusted EBITDA*                                                                                           7,010 
Reconciliation to 
profit before tax 
Depreciation and                                                                                           (28,467) 
amortisation expenses 
Specific adjusting                                                                                         (10,652) 
items* 
Finance income                                                                                             25,071 
Finance costs                                                                                              (36,897) 
Loss before income tax                                                                                     (43,935) 

* Please refer to Note 2 (f) for alternative performance measures (APM) on pages 15 to 18.

3 Segment reporting (continued) b. Reportable segments (continued)

The Group did not have inter-segment revenues in any of the periods shown above. ii. Segment assets and liabilities

The following is an analysis of the Group's assets and liabilities by reportable segment:

                                 Ege    Nassau       Antigua      Other       Total    Port of  Total      Total 
                 BPI     VCP     Liman  Cruise Port  Cruise Port  Cruise      Cruise   Adria    Commercial Consolidated 
USD '000                                                          Ports 
30 September 
2022 
Segment assets   98,937  100,799 41,884 370,675      39,385       14,904      666,584  49,489   49,489     716,073 
Equity-accounted --      --      --     --           --           13,204      13,204   --       --         13,204 
investees 
Unallocated                                                                                                68,539 
assets 
Total assets                                                                                               797,816 
 
Segment          45,256  52,258  10,776 324,993      52,664       12,539      498,486  31,700   31,700     530,186 
liabilities 
Unallocated                                                                                                241,302 
liabilities 
Total                                                                                                      771,488 
liabilities 
31 March 2022 
(Audited) 
Segment assets   112,804 113,001 34,783 351,365      43,448       9,631       665,032  58,774   58,774     723,806 
Equity-accounted --      --      --     --           --           14,073      14,073   --       --         14,073 
investees 
Unallocated                                                                                                73,992 
assets 
Total assets                                                                                               811,871 
 
Segment          53,828  58,906  11,273 310,767      52,383       11,492      498,649  37,852   37,852     536,501 
liabilities 
Unallocated                                                                                                224,973 
liabilities 
Total                                                                                                      761,474 
liabilities 
30 September 
2021 
Segment assets   126,572 119,124 38,791 271,942      46,294       12,382      615,105  64,964   64,964     680,069 
Equity-accounted --      --      --     --           --           16,535      16,535   --       --         16,535 
investees 
Unallocated                                                                                                102,662 
assets 
Total assets                                                                                               799,266 
 
Segment          60,015  62,209  11,648 281,583      51,652       13,459      480,566  40,854   40,854     521,420 
liabilities 
Unallocated                                                                                                216,829 
liabilities 
Total                                                                                                      738,249 
liabilities 
 

3 Segment reporting (continued) b. Reportable segments (continued) iii. Other segment information

The following table details other segment information:

                                   Ege     Nassau  Antigua Other   Total    Port of Total                  Total 
                  BPI      VCP     Liman   Cruise  Cruise  Cruise  Cruise   Adria   Commercial Unallocated Consolidated 
USD '000                                   Port    Port    Ports 
Six months ended 
30 September 2022 
Depreciation and 
amortisation      (5,548)  (1,414) (1,374) (1,714) (1,255) (591)   (11,896) (1,298) (1,298)    (121)       (13,315) 
expenses 
Additions to 
non-current 
assets 
- Capital         471      105     143     53,902  282     384     55,287   2       2          17          55,306 
expenditures 
Total additions 
to non-current                                                                                             55,306 
assets * 
Six months ended 
30 September 2021 
Depreciation and 
amortisation      (6,337)  (1,646) (1,401) (1,741) (1,229) (370)   (12,724) (1,559) (1,559)    (137)       (14,420) 
expenses 
Additions to 
non-current 
assets 
- Capital         31       142     13      46,577  100     3,302   50,165   83      83         39          50,287 
expenditures 
Total additions 
to non-current    31       142     13      46,577  100     3,302   50,165   83      83         39          50,287 
assets * 
Year ended 31 
March 2022 
(Audited) 
Depreciation and 
amortisation      (12,262) (3,177) (2,794) (3,488) (2,487) (1,002) (25,210) (3,005) (3,005)    (252)       (28,467) 
expenses 
Additions to 
non-current 
assets 
- Capital         396      304     16      89,630  379     3,682   94,407   202     202        24          94,633 
expenditures 
Total additions 
to non-current    396      304     16      89,630  379     3,682   94,407   202     202        24          94,633 
assets * 

* Non-current assets exclude those relating to deferred tax assets and financial instruments (including equity-accounted investees).

3 Segment reporting (continued)

b) Reportable segments (continued) iv. Geographical information

The Port operations of the Group are managed on a worldwide basis, but operational ports and management offices are primarily in Turkey, Montenegro, Malta, Spain, Bahamas, Antigua & Barbuda and Italy. The geographic information below analyses the Group's revenue and non-current assets by countries. In presenting the following information, segment revenue has been based on the geographic location of port operations and segment non-current assets were based on the geographic location of the assets.

                  Six months ended    Six months ended    Year ended 
                  30 September 2022   30 September 2021   31 March 2022 
Revenue 
                  (USD '000)          (USD '000)          (USD '000) 
                                                          (Audited) 
Turkey            16,997              865                 2,169 
Montenegro        4,101               4,454               8,604 
Malta             7,725               3,402               6,333 
Spain             17,651              2,754               7,291 
Bahamas           68,251              48,480              100,269 
Antigua & Barbuda 791                 310                 2,550 
Italy             2,225               597                 842 
Croatia           379                 198                 352 
Denmark           229                 --                  -- 
                  118,349             61,060              128,410 
                   As at                As at           As at 
                    30 September 2022   31 March 2022    30 September 2021 
Non-current assets 
                   (USD '000)           (USD '000)      (USD '000) 
                                                        (Unaudited) 
Turkey             41,943               42,850          44,260 
Spain              87,647               105,686         116,659 
Malta              94,741               110,043         116,736 
Montenegro         49,666               58,712          63,105 
Bahamas            304,567              243,476         193,625 
Antigua & Barbuda  62,274               63,247          64,227 
Italy              4,918                5,878           6,380 
UK                 8,308                9,096           8,309 
Croatia            2,158                2,528           2,751 
Denmark            992                  1,069           -- 
Unallocated        17,162               20,677          32,227 
                   674,376              663,262         648,279 

Non-current assets relating to deferred tax assets and financial instruments (including equity-accounted investees) are presented as unallocated.

(v) Information about major customers

IFRIC 12 construction revenue relates entirely to ongoing construction at Nassau Cruise Port. Excluding IFRIC 12 revenue, the Group did not have a single customer that accounted for more than 10% of the Group's consolidated revenue in any of the periods presented. 4. Revenue

Seasonality of revenue

Sales from the Cruise operations on European ports are more heavily weighted on the first half of the calendar year, while sales from the cruise operations on Caribbean region are made on the second half of the year. 75% of total cruise revenues during the first half is generated in European Cruise Ports.

The Group's operations and main revenue streams are those described in the last annual financial statements. The Group's revenue is derived mainly from cruise and commercial operations.

4 Revenue (continued)

For the six-month period ending 30 September, revenue comprised the following:

                                                                                     Other 
                                                                                     cruise                                       Total         Total 
              BPI            VCP           EP            NCP             ACP         ports         Total Cruise     Port of       Commercial    Consolidated 
                                                                                                                    Adria 
(USD '000)    2022   2021    2022  2021    2022   2021   2022   2021     2022 2021   2022  2021    2022    2021     2022  2021    2022  2021    2022    2021 
Point in time 
Container     --     --      --    --      --     --     --     --       --   --     --    --      --      --       2,238 2,829   2,238 2,829   2,238   2,829 
revenue 
Landing fees  12,672 1,519   3,220 809     5,315  3      13,549 1,421    375  40     3,622 609     38,753  4,401    --    --      --    --      38,753  4,401 
Port service  1,054  299     1,249 876     5,978  62     400    13       2    1      3,901 1,083   12,584  2,334    206   432     206   432     12,790  2,766 
revenue 
Cargo revenue --     --      --    --      --     --     --     --       --   --     --    --      --      --       1,218 754     1,218 754     1,218   754 
Domestic      142    18      --    --      90     3      --     5        --   --     197   1       429     27       21    113     21    113     450     140 
water sales 
Income from 
duty free     --     --      1,771 620     --     --     --     --       --   --     --    --      1,771   620      --    --      --    --      1,771   620 
operations 
Other revenue 889    83      337   171     536    107    52     742      22   48     508   113     2,344   1,264    7     11      7     11      2,351   1,275 
Over time 
Rental income 808    234     1,148 926     1,341  221    --     --       392  221    506   67      4,195   1,669    333   307     333   307     4,528   1,976 
Management    --     --      --    --      --     --     --     --       --   --     --    --      --      --       --    --      --    --      --      -- 
fee 
Construction  --     --      --    --      --     --     54,250 46,299   --   --     --    --      54,250  46,299   --    --      --    --      54,250  46,299 
revenue 
Total         15,565 2,153   7,725 3,402   13,260 396    68,251 48,480   791  310    8,734 1,873   114,326 56,614   4,023 4,446   4,023 4,446   118,349 61,060 

The following table provides information about receivables, contract assets and contract liabilities from contracts with customers:

                                                                 Period ended        Period ended        Year ended 
Revenue                                                          30 September 2022   30 September 2021   31 March 2022 
                                                                 (USD '000)          (USD '000)          (USD '000) 
Receivables, which are included in 'trade and other receivables' 18,360              9,480               11,313 
Contract assets                                                  424                 787                 476 
Contract liabilities                                             (1,125)             (376)               (1,081) 
                                                                 17,659              9,891               10,708 

The contract assets primarily relate to the Group's rights to consideration for work completed but not billed at the reporting date on Commercial services provided to vessels and rental agreements. The contract assets are transferred to receivables when the rights become unconditional. This occurs when the Group issues an invoice to the customer.

The contract liabilities primarily relate to the advance consideration received from customers for providing services, for which revenue is recognised over time. These amounts will be recognised as revenue when the services have been provided to customers and billed.

The amount of USD1,081 thousand recognised in contract liabilities at 31 March 2022 has been recognised as revenue during the period ended 30 September 2022.

The amount of revenue recognised in the period ended 30 September 2022 from performance obligations satisfied (or partially satisfied) in previous periods is USD424 thousand. This is mainly due to the nature of operations.

No information is provided about remaining performance obligations at 30 September 2022 that have an original expected duration of one year or less, as allowed by IFRS 15. 5. Finance income and costs

Finance income comprised the following:

                                 Six months ended 30 September   Six months ended 30 September   Year ended 31 March 
                                 2022                            2021                            2022 
Finance income 
                                 (USD '000)                       (USD '000)                     (USD '000) 
                                                                                                 (Audited) 
Other foreign exchange gains     2,063                           4,259                           20,610 
Gain on refinancing of Eurobond  --                              4,770                           3,818 
Interest income on related       180                             342                             453 
parties 
Interest income on banks and     610                             3                               8 
others 
Interest income from housing     --                              6                               (6) 
loans 
Interest income from debt        28                              143                             188 
instruments 
Total                            2,881                           9,523                           25,071 

The income from financial instruments within the category financial assets at amortized costs is USD 227 thousand (30 September 2021: USD 351 thousand, 31 March 2022: USD 455 thousand). Income from financial instruments within the category fair value through profit and loss is USD 28 thousand (30 September 2021: USD 143 thousand, 31 March 2022: USD 188 thousand).

Finance costs comprised the following:

                                          Six months ended 30          Six months ended 30          Year ended 31 March 
                                          September 2022               September 2021               2022 
Finance costs 
                                          (USD '000)                    (USD '000)                  (USD '000) 
                                                                                                    (Audited) 
Interest expense on loans and borrowings  16,840                       13,760                       21,675 
Foreign exchange losses from Eurobond     --                           1,942                        3,354 
Foreign exchange losses on other loans    598                          898                          2,482 
and borrowings 
Interest expense on lease obligations     1,733                        1,958                        3,932 
Foreign exchange losses on equity         365                          136                          1,330 
translation (*) 
Other foreign exchange losses             8,882                        218                          430 
Bank and loan commission expenses         1,716                        671                          2,551 
Unwinding of provisions during the year   162                          175                          344 
Letter of guarantee commission expenses   7                            10                           15 
Other interest expenses                   32                           270                          763 
Other costs                               46                           72                           21 
Total                                     30,381                       20,110                       36,897 

(*) Ege Ports and Bodrum Cruise Port have functional currency of USD while their books are required to be kept as per Turkish Companies Law "VUK 213" article 215 in TL. All equity transactions are made in TL and transaction incurred during the year are being translated to USD resulting to foreign exchange differences on the profit or loss account.

The interest expense for financial liabilities not classified as fair value through profit or loss is USD 18,573 thousand (30 September 2021: USD 15,988 thousand, 31 March 2022: USD 25,607 thousand). 6. Taxation

Income tax expense is recognised based on management's estimate of the average annual effective income tax rate for each relevant taxing jurisdiction and applied individually to the interim period pre-tax income of each jurisdiction.

For the six months ended 30 September 2022, 30 September 2021 and for the year ended 31 March 2022, income tax (credit) / expense comprised the following:

                                        Six months ended 30           Six months ended 30           Year ended 31 March 
                                        September 2022                September 2021                2022 
 
                                        (USD '000)                     (USD '000)                   (USD '000) 
                                                                                                    (Audited) 
Current income taxes                    (1,209)                       (81)                          (409) 
Deferred tax benefit                    (1,733)                       6,183                         (196) 
In respect of the current year          (473)                         11,799                        (34) 
Recognition of previously unrecognized  (1,260)                       --                            (162) 
tax losses 
Reduction in tax rate                   --                            (5,616)                       -- 
Total                                   (2,942)                       6,102                         (605) 7. Intangible assets 

A summary of the movements in the net book value of intangible assets for the six months ended on 30 September 2022 and 2021, and the year ended 31 March 2022 are as follows:

                                   Six months ended 30 September   Year ended 31 March 
                                   2022                            2022                   Six months ended 30 September 
                                                                                          2021 
                                   (USD '000)                      (USD '000) 
                                                                                          (USD '000) 
                                                                   (Audited) 
Net book value as at 1 April       410,971                         331,910                331,910 
Additions                          63,062                          105,563                54,214 
Disposals                          --                              (4)                    (2) 
Amortization                       (7,982)                         (17,323)               (8,821) 
Currency translation differences   (21,061)                        (9,175)                (1,075) 
Net book value as at period /      444,990                         410,971                376,226 
year end 

The details of the principal port operation rights as at 30 September 2022, 31 March 2022 and 30 September 2021 are as follows:

                     As at 30 September 2022          As at 31 March 2022              As at 30 September 2021 
USD '000             Carrying    Remaining            Carrying    Remaining            Carrying    Remaining 
                     Amount      Amortisation Period  Amount      Amortisation Period  Amount      Amortisation Period 
Creuers del port de  63,639      93 months            78,002      99 months            86,766      105 months 
Barcelona 
Cruceros Malaga      8,163       119 months           9,683       125 months           10,454      131 months 
Valletta Cruise Port 49,925      530 months           58,043      536 months           61,472      542 months 
Port of Adria        11,994      255 months           14,113      261 months           15,121      267 months 
Tarragona Cruise     442         120 months           --          --                   --          -- 
Port 
Ege Ports            8,943       126 months           9,360       132 months           9,780       138 months 
Bodrum Cruise Port   2,334       546 months           2,360       552 months           2,386       558 months 
Nassau Cruise Port   295,944     299 months           234,915     305 months           184,731     311 months 
Cagliari Cruise Port 1,156       51 months            1,485       57 months            1,720       63 months 
Catania Cruise Port  1,305       63 months            1,628       69 months            1,835       75 months 8. Trade and other receivables 
                                                      As at           As at 
                                  As at 
                                                      31 March 2022   30 September 2021 
                                  30 September 2022 
                                                      (USD '000)      (USD '000) 
                                  (USD '000) 
                                                      (Audited) 
Trade receivables                 18,784              11,789          10,267 
Deposits and advances given (*)   5,048               5,052           5,163 
Other receivables                 4,116               4,307           12,823 
Total trade and other receivables 27,948              21,148          28,253 

(*) Venetto Sviluppo, the 51% shareholder of APVS, which in turn owns a 53% stake in Venezia Terminal Passegeri S.p.A (VTP), has a put option to sell its shares in APVS partially or completely (up to 51%) to Venezia Investimenti (VI). This option originally can be exercised between 15 May 2017 and 15 November 2018, extended until the end of November 2023. If VS exercises the put option completely, VI will own 99% of APVS and accordingly 71.51% of VTP. The Group has given a deposit for its portion of 25% in VI, which in turn has given the full amount of call option as guarantee letter to VS. 9. Capital and reserves

Dividends

Dividend distribution declarations are made by the Company in GBP and paid in USD in accordance with its articles of association, after deducting taxes and setting aside the legal reserves as discussed above.

The Board of the Company has decided to temporarily suspend the dividend since the full year 2019 and until there is a full recovery from the Covid-19 pandemic.

No dividend to non-controlling interest was paid during six-months period in 2022 (twelve months period ended 31 March 2022: No dividends, 6 months period ended 30 September 2021: No dividends). 10. Loans and borrowings

Loans and borrowings comprised the following:

                                                                                      As at 
                                                                 As at                             As at 
                                                                                      31 March 
                                                                  30 September 2022                30 September 2021 
Current loans and borrowings                                                          2022 
                                                                 (USD '000)                        (USD '000) 
                                                                                      (USD '000) 
 
                                                                                      (Audited) 
Current portion of bonds issued (i), (ii)                        15,940               16,490       12,634 
Current bank loans                                               23,016               37,090       24,502 
Current portion of long-term bank loans                          37,281               18,619       19,757 
Lease obligations                                                3,937                3,799        4,458 
     -- Finance leases                             1,074                1,162        -- 
     -- Lease obligations recognized under IFRS 16 2,863                2,637        4,458 
Total                                                            80,174               75,998       61,351 
                                                                             As at 
                                                        As at                             As at 
                                                                             31 March 
                                                         30 September 2022                30 September 2021 
Non-current loans and borrowings                                             2022 
                                                        (USD '000)                        (USD '000) 
                                                                             (USD '000) 
 
                                                                             (Audited) 
 
Non-current portion of bonds and notes issued (i), (ii) 225,070              224,109 
                                                                                          174,109 
Non-current bank and other loans (iii)                  237,378              235,261      242,894 
Finance lease obligations                               56,331               63,220       66,461 
Total                                                   518,779              522,590      483,464 

10 Loans and borrowings (continued)

(i) Nassau Cruise Port has issued an unsecured bond with a total nominal volume of USD 133.3 million pursuant to the Bond Subscription Agreement dated 29 June 2020. The unsecured bonds have been sold to institutional investors at par across two tranches in local currency Bahamian Dollar and US-Dollar, which are pari-passu to each other, and with a fixed coupon of 8.0% across both tranches payable semi-annually starting 30 June 2021. Final maturity of the bond is 30 June 2040, principal repayment will occur in ten equal, annual installments, beginning in June 2031 and each year afterwards until final maturity.

Nassau Cruise Port has issued two additional tranches of unsecured notes with a total nominal volume of USD 110 million pursuant to note purchase agreements dated 24 June 2021,29 September 2021 and 22 November 2021.

Notes have a fixed coupon of 5.29%, 5.42% and 7.50% respectively, payable semi-annually starting 31 December 2021. Final maturity of the notes is 31 December 2040 (amortising), 31 December 2031 (bullet repayment) and 31 December 2029, respectively.

The bonds and the notes are general obligation of Nassau Cruise Port and not secured by any specific collateral or guarantee. No other entity of the Group has provided any security or guarantee with respect to the Nassau Cruise Port bond and notes. The bonds and the notes contain a covenant that Nassau Cruise Port must maintain a minimum debt service coverage ratio of 1.30x prior to the distribution of any dividends to shareholders.

(ii) The Group has entered into a new five-year, senior secured loan agreement for up to USD 261.3 million with the investment firm Sixth Street to refinance Eurobond. USD186.3m of this loan has been drawn for the refinancing at 29 July 2021, while the remaining USD75m represent a growth financing facility which the Group can draw meeting certain requirements. Under the terms of the Facility Agreement, the Company will have the ability to select from a range of interest payment options including an all-cash interest rate, a cash interest rate of LIBOR +5.25% plus PIK rate, or a PIK only rate of LIBOR +8.5% up until December 2022. The loan repayment is repaid with a bullet payment at final maturity in year 2026. The Group, at its discretion, will not be required to make any debt service (principal or interest) until 31 December 2022. As part of the financing arrangement with Sixth Street, the Company has agreed to issue warrants to Sixth Street for a subscription price equal to the nominal value per share representing 9.0% of the Company's fully-diluted share capital (subject to customary adjustments). 11. Provisions

For the period ended 30 September 2022, the movements of the provisions are stated below:

               Replacement          Nassau Ancillary        Italian Ports           Unused 
               provisions for       contribution            Concession fee          vacations   Legal   Other   Total 
               Creuers (*)          provision (**)          provision (***) 
Balance at 1   8,946                12,472                  715                     284         678     385     23,480 
April 2022 
Provisions     287                  49                      --                      8           5       40      389 
created 
Paid in cash   --                   --                      (146)                   --          (179)   --      (325) 
Unwinding of   150                  --                      12                      --          --      --      162 
provisions 
Currency 
translation    (1,192)              --                      (84)                    (20)        (74)    (100)   (1,470) 
difference 
Balance at 30  8,191                12,521                  497                     272         430     325     22,236 
September 2022 
Non-current    8,191                1,496                   376                     --          --      11      10,074 
Current        --                   11,025                  121                     272         430     314     12,162 
               8,191                12,521                  497                     272         430     325     22,236 

(*) As part of the concession agreement between Creuers and the Barcelona (entered in 1999 for WTC wharf and in 2003 for Adossat Wharf) and Malaga Port Authorities (entered in 2008), the Company has an obligation to maintain the port equipment in good operating condition throughout its operating period, and in addition return the port equipment to the Port Authorities in a specific condition at the end of the agreement.

(**) As part of agreement between NCP and Government of Bahamas entered into in 2019, ancillary contributions will be made to local community to increase the wealth of people of Bahamas. These payments will be made as grant and partly as interest free loan. Therefore, a provision is provided for ancillary contributions based on Management's best estimate of these payments.

(***) On 13 June 2011, Catania Port Authority and Catania Cruise Terminal S.r.l. ("CCT") entered into an agreement regarding the operating concession for the Catania Passenger Terminal which terminates on 12 June 2026. CCT had an obligation to pay a concession fee to the Catania Port Authority of Euro 135,000 per year until end of concession. The expense relating to this concession agreement is recognized on a straight-line basis over the concession period, giving rise to an accrual in the earlier years. 12. Earnings / (Loss) per share

The Group presents basic earnings per share ("basic EPS") data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period, less own shares acquired.

The Group introduced share-based payments as part of its long-term incentive plan to directors and senior management in 2019. The shares to be granted to the participants of the scheme are only considered as potential shares when the market vesting conditions are satisfied at the reporting date. None of the market conditions are satisfied at the reporting date and therefore there is no dilution of the earnings per share or adjusted earnings per share.

At a General Meeting of the Company held on 9 June 2021, certain resolutions were passed related to issuing warrants to Sixth Street, in the context of the financing package agreed with Sixth Street, representing 9.0% of the issued share capital, and these warrants have been issued in July 2021. Resolutions were also passed related to issuing further warrants to Sixth Street, pro-rata to the utilisation of the USD 75.0 million growth facility. The warrants become exercisable upon certain specific events, including the acceleration, repayment in full or termination of the loan, de-listing of GPH or a change of control. None of the exercising events are happened at the reporting date, and therefore there is no dilution of the earnings per share or adjusted earnings per share.

Earnings per share is calculated by dividing the loss attributable to ordinary shareholders, by the weighted average number of shares outstanding.

                                                                           Six months       Six months       Year ended 
                                                                           ended            ended 
                                                                                                             31 March 
                                                                            30 September    30 September 
                                                                           2022             2021             2022 
                                                                           (USD '000)       (USD '000)       (USD '000) 
                                                                                                             (Audited) 
Loss attributable to owners of the Company                                 (16,564)         (18,844)         (35,992) 
Weighted average number of shares                                          62,826,963       62,826,963       62,826,963 
Basic and diluted earnings / (loss) per share with par value of GBP 0.01   (26.36)          (29.99)          (57.3) 
(cents per share) 13. Commitment and contingencies 

There are pending lawsuits that have been filed against or by the Group. Management of the Group assesses the possible results and financial effects of these lawsuits at the end of each period and as a result of these assessments, the required provisions are recognised for the possible expenses and liabilities. The total provision amount that has been recognised as at 30 September 2022 is USD 430 thousand (31 March 2022: USD 678 thousand, 31 September 2021: USD 1,968 thousand).

The information related to the significant lawsuits that the Group is directly or indirectly a party to, is outlined below:

The Port of Adria-Bar (Montenegro) is a party to the disputes arising from the collective labour agreement executed with the union by Luka Bar AD (former employer/company), which was applicable to Luka Bar AD employees transferred to Port of Adria-Bar. The collective labour agreement has expired in 2010, before the Port was acquired by the Group under the name of Port of Adria-Bar. However, a number of lawsuits have been brought in connection to this collective labour agreement seeking (i) unpaid wages for periods before the handover of the Port to the Group, and (ii) alleged underpaid wages as of the start of 2014. On March 2017, the Supreme Court of Montenegro adopted a Standpoint in which it is ruled that collective labour agreement cannot be applied on rights, duties and responsibilities for employees of Port of Adria-Bar after September 30th, 2010. Although the Standpoint has established a precedent that has applied to the claims for the period after September 30th, 2010; there are various cases pending for claims related to the period of October 1st, 2009 - September 30th, 2010. In respect of the foregoing period of one year, the Port of Adria-Bar has applied to the Constitutional Court to question the alignment of the collective labour agreement with the Constitution, Labor Law and general collective agreement. The Port of Adria-Bar was notified that the application for initiating the procedure for reviewing the legality of the Collective Agreement has been rejected due to a procedural reason, without evaluating the arguments submitted. On May 17, 2021, the Supreme Court dismissed Port of Adria's case and confirmed and accepted the applicability of the conflicting articles of the collective bargaining agreement in terms of employees' lawsuits for employees. 14. Related parties

There are no changes in the related parties of these interim financial statements compared to those used in the Group's consolidated financial statements as at and for year ended 31 March 2022.

All related party transactions between the Company and its subsidiaries have been eliminated on consolidation and are therefore not disclosed in this note.

Due from related parties

Current and non-current receivables from related parties comprised the following:

                                                               As at 
                                          As at                             As at 
                                                               31 March 
                                           30 September 2022                30 September 2021 
Current receivables from related parties                       2022 
                                          (USD '000)                        (USD '000) 
                                                               (USD '000) 
 
                                                               (Audited) 
Global Yatirim Holding                    --                   338          -- 
Straton Maden (*)                         64                   64           66 
Global Menkul                             35                   44           -- 
Lisbon Cruise Terminals lda               21                   21           21 
Adonia Shipping (*)                       11                   10           10 
Other Global Yatirim Holding Subsidiaries 242                  584          363 
Total                                     373                  1,061        460 
                                                                  As at 
                                             As at                             As at 
                                                                  31 March 
                                              30 September 2022                30 September 2021 
Non-current receivables from related parties                      2022 
                                             (USD '000)                        (USD '000) 
                                                                  (USD '000) 
 
                                                                  (Audited) 
Goulette Cruise Holding (**)                 8,182                8,846        8,049 
Total                                        8,182                8,846        8,049 

(*) These amounts are payments in advance for contracted work. These have an interest rate charged of 17.50% p.a. as at 30 September 2022 (31 March 2022: 45.75%, 30 September 2021: 17.50%).

(**) Company is financing its Joint venture for the payment of La Goulette Shipping Company acquisition price with a maturity of 5 years with bullet repayment at the end of term. Yearly interest up to 8% (31 March 2022: 8%, 30 September 2021: 8%) is accruing and paid at maturity.

Due to related parties

Current payables to related parties comprised the following:

                                                               As at 
                                          As at                             As at 
                                                               31 March 
                                           30 September 2022                30 September 2021 
                                                               2022 
Current payables to related parties       (USD '000)                        (USD '000) 
                                                               (USD '000) 
                                          (Unaudited)                       (Unaudited) 
                                                               (Audited) 
Mehmet Kutman                             761                  185          1,042 
Global Sigorta (*)                        --                   59           -- 
Global Yatirim Holding                    612                  --           2,092 
Aysegül Bensel                            440                  222          162 
Other Global Yatirim Holding Subsidiaries 31                   20           42 
Total current payables                    1,844                486          3,338 
Global Yatirim Holding (**)               8,872                3,000        -- 
Total non-current payables                8,872                3,000        -- 

(*) These amounts are related to professional services provided. These have an interest rate of 9.00% p.a. as at 30 September 2022 (31 March 2022: 47.50%, 30 September 2021: 17.50%).

(**) This amount is mostly given for financing requirements of subsidiaries and project expenses with an interest applied of 7.5% to 9.0%.

14 Related parties (continued)

Transactions with related parties

Transactions with other related parties comprised the following for the following periods:

                        Six months ended  Six months ended  Year ended 
(USD '000)              30 September 2022 30 September 2021 31 March 2022 
                                                             (Audited) 
                        Interest          Interest          Interest 
                                  Other             Other            Other 
                        Received          Received          Received 
Global Yatirim Holding  --        --      --        96      111      -- 
Goulette Cruise Holding 171       --      --        --      362      185 
Global Menkul           --        --      --        16 
Total                   171       --      --        112     473      185 
 
 USD '000 
                        Project           Project           Interest 
                                  Other             Other            Other 
                        Expenses          Expenses          Expenses 
Global Yatirim Holding  887       --      160       3       515      1 
Total                   887       --      160       3       515      1 15. Financial Instruments' fair value disclosures 

Fair value measurements

The information set out below provides information about how the Group determines fair values of various financial assets and liabilities.

Determination of the fair value of a financial instrument is based on market values when there are two counterparties willing to sell or buy, except under the conditions of events of default forced liquidation. The Group determines the fair values based on appropriate methods and market information and uses the following assumptions: the fair values of cash and cash equivalents, other monetary assets, which are short term, trade receivables and payables and long term foreign currency loans and borrowings with variable interest rates and negligible credit risk change due to borrowings close to year end are expected to approximate to the carrying amounts.

The fair value hierarchy is based on inputs to valuation techniques that are used to measure fair value that are either observable or unobservable and consists of the following three levels: ? Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities; ? Level 2: Input other than quoted prices included within level 1 that are observable for the assets orliabilities, either directly (i.e. as prices) or indirectly (i.e. derived from prices); ? Level 3: Inputs for the asset or liability that is not based on observable market data (unobservableinputs).

Except as detailed in the following table, the directors consider the carrying amounts of the Group's financial assets and financial liabilities were approximate to their fair values.

                            As at 30 September 2022   As at 31 March 2022       As at 30 September 2021 
                       Note 
                                                      (Audited) 
(USD '000)                  Carrying Value Fair Value Carrying Value Fair Value Carrying Value Fair Value 
Financial assets 
Loans and receivables       40,897         40,897     37,275         37,275     --             -- 
Other financial assets      51             51         55             55         57             57 
Financial liabilities 
Loans and borrowings   10   538,685        538,685    531,568        531,568    473,896        473,896 
Lease obligations           60,268         60,268     67,020         67,020     70,919         70,919 

The Group's lease obligations fair value has been obtained using the discounted cash flow model.

15 Financial Instruments' fair value disclosures (continued)

Fair value measurements (continued)

The fair value of loans and borrowings has been determined in accordance with the most significant inputs being discounted cash flow analysis and discount rates.

Financial instruments at fair value

The table below analyses the valuation method of the financial instruments carried at fair value. The different levels have been defined as follows:

(USD '000)

                                                         Level 1 Level 2 Level 3 Total 
As at 30 September 2022 Derivative financial liabilities --      (16)    --      (16) 
As at 31 March 2022 
                        Derivative financial liabilities --      101     --      101 
(Audited) 
As at 30 September 2021 Derivative financial liabilities --      230     --      230 

The valuation technique and inputs used to determine the fair value of the interest rate swap is based on future cash flows estimated based on forward interest rates (from observable yield curves at the end of the reporting period) and contract interest rates, discounted at a rate that reflects the credit risk of various counterparties. 16. Events after the reporting date

The Group has signed a Memorandum of Understanding (MoU) with the Government of St Lucia for a 30-year concession, with a potential 10-year extension option for the cruise related operations in St Lucia. Under the terms of the MoU, both parties have entered into an exclusivity period. During this period, GPH and the Government of St Lucia will continue to carry out extensive due diligence, and both parties will work towards successfully signing the concession agreement.

The Group has signed a 10-year concession, with a 10-year extension option, with Prince Rupert Port Authority to manage cruise services at Prince Rupert Cruise Port in British Columbia, Canada. Prince Rupert Cruise Port is GPH's first cruise port in North America, marking an important milestone in the continued development and growth of the Group and a step-change in its global reach.

-----------------------------------------------------------------------------------------------------------------------

ISIN:          GB00BD2ZT390 
Category Code: IR 
TIDM:          GPH 
LEI Code:      213800BMNG6351VR5X06 
Sequence No.:  208027 
EQS News ID:   1511117 
 
End of Announcement  EQS News Service 
=------------------------------------------------------------------------------------
 

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