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MPL Mercantile Ports & Logistics Limited

1.80
0.00 (0.00%)
Last Updated: 08:00:00
Delayed by 15 minutes
Share Name Share Symbol Market Type Share ISIN Share Description
Mercantile Ports & Logistics Limited LSE:MPL London Ordinary Share GG00BKSH7R87 ORD NPV
  Price Change % Change Share Price Bid Price Offer Price High Price Low Price Open Price Shares Traded Last Trade
  0.00 0.00% 1.80 1.70 1.90 1.80 1.80 1.80 89,505 08:00:00
Industry Sector Turnover Profit EPS - Basic PE Ratio Market Cap
0 0 N/A 0

Mercantile Ports & Logistics Ltd Preliminary Results (7488B)

11/06/2019 7:01am

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TIDMMPL

RNS Number : 7488B

Mercantile Ports & Logistics Ltd

11 June 2019

11 June, 2019

Mercantile Ports & Logistics Limited

(the "Company" or "MPL")

Preliminary results for the year ended 31 December 2018

Mercantile Ports & Logistics (AIM: MPL), which is developing a modern port and logistics facility in Mumbai, India, is pleased to announce its preliminary results for the year ended 31 December 2018. These are set out below.

Highlights

 
 --   Inauguration ceremony took place on 8 March 2019 and first revenue 
       generated from customer cargo operations 
 --   All customs approvals now received and customs IT connections established 
 --   MMB granted lease extension from 30 to 50 years 
 --   MMB granted approval to develop additional 200 acres of land and 
       1000 meters of waterfront 
 --   Completion of GBP29.8 million fund raise 
 

Nikhil Gandhi, Executive Chairman of MPL, commented: "2018 was a year of progress and that has continued into 2019. Customers have been secured and the inauguration ceremony, alongside our first revenue generating cargo movement, were important milestones.

With a growing economy and a settled political backdrop which is supportive of infrastructure development and the Company, I am excited about the prospects for MPL."

 
 Enquiries: 
 MPL                       Jay Mehta 
                           C/O Newgate Communications 
                           +44 (0)20 3757 6880 
 
 Cenkos Securities plc     Stephen Keys 
                           +44 (0)20 7397 8900 
 
 Newgate Communications    Adam Lloyd/Fiona Norman 
 (Financial PR)            +44 (0)20 3757 6880 
 

Chairman's Statement

2018 was an important year for MPL with further progress made on the ground and Hunch Ventures and Investment Limited ("Hunch Ventures") taking a 21.75% shareholding in the Company as part of the equity fundraise in December.

This endorsement, along with the support shown from institutional shareholders and directors, who all further invested, raised c.GBP29.8m, enabling the Company to manage its own future cashflow and not be reliant on additional drawdowns from the Indian banks lending under consortium. We are fully focused on our maiden project, the development of a world class multipurpose terminal and logistics facility at Karanja creek within Mumbai Harbour (the "Facility").

2018 was a year when milestones were achieved. Since our first test vessel docked in November, management has been focused on preparing for commercial operations commencing in H1 2019. Following the funding, the official inauguration ceremony took place on 8 March. This event was presided over by the Honourable Chief Minister of Maharashtra and attendees included the Honourable Minister of Fisheries Development, Mr. Mahadev Jankar, the Honourable Minister of State for Ports, Mr. Ravindra Chavan, the Principal Secretary (Ports) and the Vice Chairman of the Maharashtra Maritime Board, along with other state government officials, dignitaries and existing contracted and potential customers of the Facility.

During the Ceremony, the Chief Minister emphasised his support for Karanja as a key part of the port and logistics led development in Maharashtra, India's most industrialised state. The Company also welcomed Mr Jankar's comments in his address, which identified the Facility as being considered for investment by his ministry as an international marine hub, given its proximity to one of the largest fishing centres in the State.

The ceremony followed assurances that the full customs approval process would be concluded shortly, and that process has now been concluded. This coincided with the Company's first revenue generated from customer cargo operations, discharging steel products for one of India's leading steel producers. Whilst initially small, this operation took place after a successful trial and is another proud milestone for the Company, demonstrating the increasing interest major industrial businesses have in the Facility.

During the course of 2018, we were pleased to welcome Karanpal Singh to the Board. Mr. Singh is the promoter of Hunch Ventures and has a wealth of experience across a range of sectors including Steel, Iron Ore, Gold Mining, Power Production and Cement manufacturing. Hunch Ventures focuses on growth opportunities and has followed the development of the Karanja. At the same time Mr. Warner Allen also joined the Board following a successful career in the city of London as an adviser to growth companies across multiple sectors.

Management is evaluating which types of business it should prioritise, as potential customers have varying merits such as speed of implementation, price, infrastructure required and length of contract. The Facility has been designed to be flexible in the type of cargo that it can handle and store and the Board is delighted that this strategy has given the Company multiple options in order to maximise value for shareholders as the Facility matures.

During 2018, the Company was pleased to announce that its wholly owned subsidiary, Karanja Terminal and Logistics Private Limited ("KTPL"), had received notification from the Maharashtra Maritime Board that its lease over the land had been extended from 30 to 50 years. In addition, the MMB has also granted KTPL the approval to develop an additional 200 acres of land and 1000 meters of waterfront.

During 2019, we have been delighted to host our Non-Executive Directors, our Nomad and both existing and potential institutional investors at the site. These visits have involved a tour of the site and meetings with our engineering team and also with contracted and potential customers, with a view to us demonstrating the work that has been completed and the opportunities available to the Company. We are always proud to show off our site and extend a warm invitation to any other interested parties.

The future looks positive for MPL in the context of a positive macro-economic backdrop and a strong partnership with Maharashtra Maritime Board ("MMB"). We have a re-energized board and a successful strategic investor that shares our vision. These are exciting times for MPL.

Nikhil Gandhi

Executive Chairman

Mercantile Ports & Logistics Limited

10 June, 2019

Operational Review

Status of the Project

The Group has made significant progress in completing its goal of constructing and operating the port and logistics Facility at Karanja Creek near Navi Mumbai, India.

One side of the 400 metre general cargo jetty is capable of receiving vessels and the separate 200 meter bulk berth is nearly complete. Approximately 100 acres of land have been reclaimed, with approximately another 15 acres of reclamation material on site, meaning that there is significantly more than the 50 acres of back up land reclaimed as is required to enable the Facility to carry out commercial operations. Covered storage facilities, currently being planned, will be completed in consultation with contracted customers and their requirements.

The Facility now has a fenced custom bond area, a brand new operational office block, a six lane gated complex and furnished operating work spaces for Custom officers and other port users.

As previously reported, the customs approval process took longer than originally envisaged and there were some IT integration issues with the customs' systems. Whilst this was frustrating and delayed the start of commercial operations, the Company is pleased to report that all approvals had been received and that KTPL have received confirmation from the Ministry of Finance for the customs jurisdiction to be under Jawaharlal Nehru Customs House. This is extremely beneficial as it enables KTPL to have seamless container handling operations between the Facility and Jawaharlal Nehru Port Trust ("JNPT"), India's largest and busiest container handling port. Jawaharlal Nehru Customs House is the biggest Customs House in the country in terms of containers handled, documents filed, and revenue generated.

Operational trials had previously been carried out by the Group itself and before the end of 2018, the Facility handled cargo for immediate onward transportation for one of India's most prominent steel manufacturers on a trial basis. This trail was successful and is shortly expected to result into a contract being agreed with this customer becoming our third contracted partner.

Whilst the customs delay was the principal factor in larger scale cargo movements not taking place when hoped, the Group is pleased with the level of visibility it has over its future revenues. As previously reported, the Group has signed contracts with two customers, which together envisage growing volume to 6 million tonnes of cargo in the third year of operations. In addition, the Group is in discussions to secure a number of contracts, including one of India's largest fertilizer companies, one of India's most prominent steel manufacturers (which has already conducted trials at the Facility) a cement company and with a large fly ash distributor. This is alongside the discussions that continue with other interested parties and the encouragement from MMB for agreements to be reached with JNPT, to help relieve congestion.

The Directors consider the Facility to be well-aligned with Indian government policy. In addition, the Directors believe that the Facility is ideally situated to benefit from some of the significant infrastructure projects that are taking place near the site. In particular, projects that have commenced or are proposed, include the US$2.7bn Mumbai Trans Harbour Link, the US$2.5bn Navi Mumbai Airport, JNPT's US$1.3bn Fourth Terminal and the Navi Mumbai Digital City, which is expected to attract significant investment. Each of these projects will require enormous quantities of steel, cement and other materials, and the Directors expect the Facility to play a major part in the logistics for the construction of some or all of these projects.

The Group has been delighted with the support that it has received from MMB and in particular the extension of its lease of the Project Land to 2059. Whilst the Directors' immediate focus is on completing the build out of the Company's Facility to 200 acres, the Directors are proud to have received permission from MMB to extend the Facility to 400 acres, with 2,000 meters of sea frontage, which the Directors intend to pursue in the future. The Facility is now operational and the focus is on attracting, contracting and moving cargo in volume. Whilst a small volume of cargo has been handled already, the Directors expect larger volumes to be handled, post the monsoon, in September. The reclamation of land will continue this year and next year in parallel with the pipeline of new business coming on stream. We believe that the lease extension is a significant endorsement from the key government organisation responsible for the maritime economy and illustrates the confidence that MMB has in MPL. The decision of the MMB comes on the back of significant interest in the Facility from a wide range of shipping and cargo businesses. The current Indian government's Sagarmala initiative supports port led development as a key driver of Indian economic development and MPL is proud to be an important contributor to the delivery of the Indian Prime Minister's flagship policy.

Marketing Update

The Company's marketing efforts continued in the early part of 2019, with two large potential contracts in negotiation and diligence stage. The Company expects to make further announcements in relation to new contract wins throughout 2019. In preparation for the ramping-up of commercial operations and to maximise the Company profile and marketing ability, in 2019 we have added to our advisory panel. I am pleased to welcome Mr Rajeev Ranjan Sinha to our panel. Mr Sinha has served as Principal Secretary (Ports) to the Government of Maharashtra and also served as Deputy Chairman of Mumbai Port Trust and Chief Executive Officer of the Maharashtra Maritime Board. I am looking forward to working closely with him and benefitting from his significant experience and expertise in the port sector.

Conclusion

2018 was a year of progress and preparing for the future in terms of building the Facility, strengthening the board and management team, securing customers and developing a healthy pipeline to deliver on the promise of a professional and profitable port and logistics facility. Karanja lies at the heart of India's trading gateway and, with India's macro story still conducive to Karanja's growth, the Board sees enormous opportunities available to the Company. Everyone involved in this project recognises the strategic ambition of the Indian government and our customers. We are proud to be working with all our stakeholders to deliver on this vision.

Jay Mehta

Managing Director

Mercantile Ports & Logistics Limited

10 June, 2019

Financial Review

In December the Company raised an additional GBP29.82 million from investors, giving us the security to address the general banking constraints in India.

The successful fundraise has meant that any delay to the drawdown of the Company's banking facilities in the future will not have an impact on the Group.

As at 31 December, following the payment of outstanding liabilities, the Company had cash resources of GBP21.4 million including an GBP8.3m debtor in the form of a promissory note/bank guarantee from Hunch Ventures, as payment of the Subscription Price from India to the Company's bank account in Guernsey which requires the approval of the Reserve Bank of India ("RBI"), with the flow of funds happening following that approval. As announced on 29 March 2019, in order to ensure that there is no doubt about Hunch's commitment to the project, Hunch transferred GBP8.3 million to an Escrow Account controlled by the Company's wholly owned subsidiary, pending approval from the RBI. This process is expected to conclude shortly and further announcements will be made in due course.

As at 31 December 2018, MPL and its subsidiaries (the "Group") had cash resources of GBP13.1 million (with a further GBP8.3 million held in Escrow) and GBP20.5 million of undrawn banking facilities. The Group continues to be in compliance with the terms of its banking facilities, and the Company continues to review its future debt refinancing options.

The Company was pleased that the impairment review performed indicated that the Value in Use of the port, once completed, has been calculated as being higher than the final expected cost of the completed port.

Management are confident that they will be able to optimise MPL's capital structure in the next 12 months, including securing access to debt capital on better terms. The Company believes that it will achieve this based on the majority of construction risks having been eliminated and regulatory risks having been successfully dealt with. In addition, the Group has signed contracts with end users and a healthy pipeline of customers that have signalled to move from Memorandum of Understanding ("MoU") to documentation stage.

Shareholder engagement

This year's AGM will be held in Guernsey on Thursday, 11 July 2019.

Andrew Henderson

CFO

Mercantile Ports & Logistics Limited,

10 June, 2019

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

for the year ended 31 December 2018

 
                                                          Year ended  Year ended 
                                                           31 Dec 18   31 Dec 17 
                                                   Notes      GBP000      GBP000 
CONTINUING OPERATIONS 
Revenue                                                            -           - 
 
                                                                   -           - 
Administrative Expenses                                5     (3,296)     (3,416) 
 
OPERATING LOSS                                               (3,296)     (3,416) 
Finance Income                                         6          13          11 
Finance Cost                                                       -           - 
 
NET FINANCING INCOME                                              13          11 
 
LOSS BEFORE TAX                                              (3,283)     (3,405) 
Tax expense for the year                               7           -           - 
 
LOSS FOR THE YEAR                                            (3,283)     (3,405) 
 
Loss for the year attributable to: 
Non-controlling interest                                         (5)         (1) 
Owners of the parent                                         (3,278)     (3,404) 
 
LOSS FOR THE YEAR                                            (3,283)     (3,405) 
 
Other Comprehensive Income/(expense): 
Items that will not be reclassified subsequently 
 to profit or (loss) 
Re-measurement of net defined benefit liability       24           4           - 
Items that will be reclassified subsequently 
 to profit or (loss) 
Exchange differences on translating foreign 
 operations                                                  (2,218)     (2,785) 
 
Other comprehensive expense for the year                     (2,214)     (2,785) 
 
Total comprehensive expense for the year                     (5,497)     (6,190) 
 
 Total comprehensive expense for the year 
  attributable to: 
 Non-controlling interest                                        (5)         (1) 
 Owners of the parent                                        (5,492)     (6,189) 
 
                                                             (5,497)     (6,190) 
 
 Earnings per share (consolidated): 
 Basic & Diluted, for the year attributable 
  to ordinary equity holders                           9    (0.006p)    (0.008p) 
 

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

as at 31 December 2018

 
                                                         Year ended  Year ended 
                                                          31 Dec 18   31 Dec 17 
                                                  Notes      GBP000      GBP000 
Assets 
Property, plant and equipment                       10      131,257     123,985 
 
Total non-current assets                                    131,257     123,985 
 
Trade and other receivables                         11       26,169      15,315 
Cash and cash equivalents                           12       13,113       5,423 
---------------------------------  --------------------  ----------  ---------- 
Total current assets                                         39,282      20,738 
 
Total assets                                                170,539     144,723 
 
Equity 
Stated Capital                                      14      134,627     106,763 
Retained earnings                                   14      (3,772)       (498) 
Translation Reserve                                 14     (14,958)    (12,740) 
 
Equity attributable to owners of 
 parent                                                     115,897      93,525 
 
Non-controlling Interest                                         11          16 
 
Total equity                                                115,908      93,541 
 
Liabilities 
Non-current 
Employee benefit obligations                        15            3           - 
Borrowings                                          16       33,831      34,934 
 
Non-current liabilities                                      33,834      34,934 
 
Current 
Employee benefit obligations                        15           58          36 
 Borrowings                                         16           59          23 
 Current tax liabilities                            17        7,341       7,417 
 Trade and other payables                           18       13,339       8,773 
 
 Current liabilities                                         20,797      16,249 
 
 Total liabilities                                           54,631      51,183 
 
 
 Total equity and liabilities                               170,539     144,723 
 
 

The consolidated financial statements have been approved and authorized for issue by the Board on 10 June, 2019.

Nikhil Gandhi

Director

CONSOLIDATED STATEMENT OF CASH FLOWS

for the year ended 31 December 2018

 
                                                   Year ended  Year ended 
                                                    31 Dec 18   31 Dec 17 
                                            Notes      GBP000      GBP000 
CASH FLOWS FROM OPERATING ACTIVITIES 
Loss before tax                                       (3,283)     (3,405) 
Non cash flow adjustments                      20          59     (1,559) 
 
Operating (loss)/profit before working 
 capital changes                                      (3,224)     (4,964) 
Net changes in working capital                 20        (13)         770 
 
Net cash from operating activities                    (3,237)     (4,194) 
 
CASH FLOWS FROM INVESTING ACTIVITIES 
Purchase of property, plant and equipment      10     (8,420)    (31,752) 
Proceeds from sale of fixed asset                           5           - 
Finance income                                  6          13          11 
 
Net cash used in investing activities                 (8,402)    (31,741) 
 
CASH FLOWS FROM FINANCING ACTIVITIES 
Issue of Share Capital                         14      19,552       3,000 
Reversal of share issue cost                                -          49 
Proceeds from new borrowing                              (44)       2,630 
 
Net cash from financing activities                     19,508       5,679 
 
Net change in cash and cash equivalents                 7,869    (30,256) 
Cash and cash equivalents, beginning 
 of the year                                            5,423      35,697 
Exchange differences on cash and cash 
 equivalents                                            (179)        (18) 
 
Cash and cash equivalents, end of 
 the year                                              13,113       5,423 
 
 

The notes pages shown below part of these consolidated financial statements.

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

for the year ended 31 December 2018

 
                                                                 Other         Non- 
                             Stated  Translation  Retained  Components  controlling    Total 
                            Capital      Reserve  Earnings   of equity     Interest   Equity 
                             GBP000       GBP000    GBP000      GBP000       GBP000   GBP000 
Balance at                  106,763     (12,740)     (498)           -           16   93,541 
1 January 2018 
Issue of share capital       29,820            -         -           -            -   29,820 
Share issue cost            (1,956)            -         -           -            -  (1,956) 
 
Transactions with 
 owners                     134,627     (12,740)     (498)           -           16  121,405 
 
Loss for the year                 -            -   (3,278)           -          (5)  (3,283) 
Foreign currency 
 translation                      -      (2,218)         -           -            -  (2,218) 
differences for foreign 
operations 
Re-measurement of 
 net                              -            -         -           4            -        4 
defined benefit liability 
Re-measurement of 
 net                              -            -         4         (4)            -        - 
defined benefit liability 
transfer to retained 
 earning 
 
Total comprehensive               -      (2,128)   (3,274)           -          (5)  (5,497) 
income for the year 
 
Balance at                  134,627     (14,958)   (3,772)           -           11  115,908 
31 December 2018 
 
Balance at                  103,714      (9,955)     2,905           -           17   96,681 
1 January 2017 
Issue of share capital        3,049            -         -           -            -    3,049 
 
Transactions with 
 owners                     106,763      (9,955)     2,905           -           17   99,730 
 
Loss for the year                 -            -   (3,404)           -          (1)  (3,424) 
Foreign currency 
 translation                      -      (2,785)         -           -            -  (2,785) 
differences for foreign 
operations 
Total comprehensive               -      (2,785)   (3,404)           -          (1)  (6,209) 
income for the year 
 
Balance at                  106,763     (12,740)     (498)           -           16   93,541 
31 December 2017 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

   1.    CORPORATE INFORMATION 

Mercantile Ports & Logistics Limited formerly known as SKIL Ports & Logistics Limited (the "Company") was incorporated in Guernsey under The Companies (Guernsey) Law, 2008 with registered number 52321 on 24 August 2010. Its registered office and principal place of business is Martello Court, Admiral Park, St. Peter Port, Guernsey GY1 3HB. It was listed on the Alternative Investment Market ('AIM') of the London Stock Exchange on 7 October 2010.

The consolidated financial statements of the Company comprises the financial statements of the Company and its subsidiaries (together referred to as the "Group"). The consolidated financial statements have been prepared for the year ended 31 December 2018, and are presented in UK Sterling (GBP).

The principal activities of the Group are to develop, own and operate a port and logistics facilities. As of 31 December 2018, the Group had 57 (Fifty seven) (2017: 51 (Fifty one) employees).

   2.    SIGNIFICANT ACCOUNTING POLICIES 

(a) Basis of preparation

The consolidated financial statements have been prepared on a historical cost basis except where otherwise stated. The consolidated financial statements of the Group have been prepared in accordance with International Financial Reporting Standards ("IFRS") as adopted by the European Union and also to comply with The Companies (Guernsey) Law, 2008

Going Concern

The financial statements have been prepared on a going concern basis as the Group has adequate funds to enable it to exist as a going concern for the foreseeable future. The Group has continued the construction work at site and the Directors believe that they will have sufficient equity, sanctioned credit facilities from lenders and headroom in the capital structure for the construction of the Facility. The assumptions are based on the port becoming operational within the conceivable future and using revenue generated to help fund the future costs.

As part of the review the Directors have performed sensitivity analysis flexing a number of key variables, including the exact date and speed of on boarding new customers, one off associated costs as the port gears up and becomes operational and the effects of final Capex spending. The Directors have also considered covenant compliance for the bank loan to identify any forecast breaches of the financial ratio covenants under various scenarios.

The review has been greatly assisted by the GBP29.8m equity fundraise in November 2018. This gives the Group the financial flexibility to deliver the completed port and build up operational income to part finance working capital requirements.

The Group closely monitors and manages its liquidity risk in assessing the Group's going concern status. The Directors have taken account of the financial position of the Group, anticipated future utilisation of available bank facilities, its capital investment plans and forecast of gross operating margins as and when the operations commence, stress testing as explained above. Based on the above, the Board of Directors believe that the Group has adequate resources to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in preparing the financial statements.

(b) Basis of consolidation

The consolidated financial statements incorporate the results of the Company and entities controlled by the Company (its subsidiaries) up to 31 December 2018. Subsidiaries are all entities over which the Company has the power to control the financial and operating policies. The Company obtains and exercises control through holding more than half of the voting rights. The financial statements of the subsidiaries are prepared for the same period as the Company using consistent accounting policies. The fiscal year of (Karanja Terminal & Logistics Private Limited KTPL ends on March 31 and its accounts are adjusted for the same period as the Company for consolidation.

Amounts reported in the financial statements of subsidiaries have been adjusted where necessary to ensure consistency with the accounting policies adopted by the Group.

Non-controlling interests

Non-controlling interests, presented as part of equity, represent the portion of a subsidiary's profit or loss and net assets that is not held by the Group. The Group attributes total comprehensive income or loss of subsidiaries between the owners of the parent and the non-controlling interests based on their respective ownership interests.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

(c) List of subsidiaries

Details of the Group's subsidiaries which are consolidated into the Company's financial statements are as follows:

 
 Subsidiary                         Immediate Parent      Country of      % Voting  % Economic 
                                                          Incorporation     Rights    Interest 
 Karanja Terminal &                 Mercantile Ports & 
  Logistics                          Logistics Limited    Cyprus            100.00      100.00 
 (Cyprus) Ltd 
 
 Karanja Terminal &                 Karanja Terminal & 
  Logistics Private                  Logistics            India              99.75       99.75 
 Limited                            (Cyprus) Ltd 
 
 *Mercantile Ports (Netherlands)    Mercantile Ports & 
  BV                                 Logistics Limited    Netherlands       100.00      100.00 
 
 

* Mercantile Ports (Netherlands) BV was incorporated on 19th April 2017, in Netherlands jurisdiction.

(d) Foreign currency translation

The consolidated financial statements are presented in UK Sterling (GBP), which is the Company's functional currency. The functional currency for all of the subsidiaries within the Group is as detailed below:

Karanja Terminal & Logistics (Cyprus) Ltd (KTLCL) - Euro

Karanja Terminal & Logistics Private Limited (KTLPL) - Indian Rupees Mercantile Ports (Netherlands) BV - Euro

Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the retranslation of monetary items denominated in foreign currency at the year-end exchange rates are recognised in the Consolidated Statement of Comprehensive Income.

Non-monetary items are not retranslated at year-end and are measured at historical cost (translated using the exchange rates at the transaction date).

In the Group's financial statements, all assets, liabilities and transactions of Group entities with a functional currency other than GBP are translated into GBP upon consolidation.

On consolidation, the assets and liabilities of foreign operations are translated into GBP at the closing rate at the reporting date. The income and expenses of foreign operations are translated into GBP at the average exchange rates over the reporting period. Foreign currency differences are recognised in other comprehensive income in the translation reserve. When a foreign operation is disposed of, in part or in full, the relevant amount in the translation reserves shall be transferred to the profit or loss in the Consolidated Statement of Comprehensive Income.

(e) Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured, regardless of when the payment is being made.

Interest income:

Interest income is reported on an accruals basis using the effective interest method.

The Group is in the process of constructing its initial project, the creation of a modern and efficient port and logistics Facility in India. The Group currently does not have any material revenue from operations of its core business activity.

(f) Borrowing costs

Borrowing costs directly attributable to the construction of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use. Other borrowing costs are expensed in the period in which they are incurred and reported in finance costs.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

(g) Employee benefits

   i)     Defined contribution plans (Provident Fund) 

In accordance with Indian Law, eligible employees receive benefits from Provident Fund, which is a defined contribution plan. Both the employee and employer make monthly contributions to the plan, which is administrated by the government authorities, each equal to the specific percentage of employee's basic salary. The Group has no further obligation under the plan beyond its monthly contributions. Obligation for contributions to the plan is recognised as an employee benefit expense in the Consolidated Statement of Comprehensive Income when incurred.

   ii)    Defined benefit plans (Gratuity) 

In accordance with applicable Indian Law, the Group provides for gratuity, a defined benefit retirement plan (the Gratuity Plan) covering eligible employees. The Gratuity Plan provides a lump sum payment to vested employees, at retirement or termination of employment, and amount based on respective last drawn salary and the years of employment with the Group. The Group's net obligation in respect of the Gratuity Plan is calculated by estimating the amount of future benefits that the employees have earned in return of their service in the current and prior periods; that benefit is discounted to determine its present value. Any unrecognised past service cost and the fair value of plan assets are deducted. The discount rate is a yield at reporting date on risk free government bonds that have maturity dates approximating the terms of the Group's obligation. The calculation is performed annually by a qualified actuary using the projected unit credit method. When the calculation results in a benefit to the Group, the recognised asset is limited to the total of any unrecognised past service cost and the present value of the economic benefits available in the form of any future refunds from the plan or reduction in future contribution to the plan.

The Group recognises all remeasurements of net defined benefit liability/asset directly in other comprehensive income and presents them within equity.

   iii)   Short term benefits 

Short term employee benefit obligations are measured on an undiscounted basis and are expensed as a related service provided. A liability is recognised for the amount expected to be paid under short term cash bonus or profit sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably.

(h) Leases

Finance leases

The economic ownership of a leased asset is transferred to the lessee if the lessee bears substantially all the risks and rewards of ownership of the leased asset. Where the Group is a lessee in this type of arrangement, the related asset is recognised at the inception of the lease at the lower of the fair value of the leased asset and the present value of the minimum lease payments.

A corresponding amount is recognised as a finance lease liability. The corresponding finance lease liability is reduced by lease payments net of finance charges. The interest element of lease payments represents a constant proportion of the outstanding capital balance and is charged to profit or loss, as finance costs over the period of the lease.

Operating leases

All leases other than finance leases explained above are treated as operating leases. Where the Group is a lessee, payments on operating lease agreements are recognised as an expense on a straight-line basis over the lease term. Associated costs, such as maintenance and insurance, are expensed as incurred.

(i) Income tax

Tax expense recognised in profit or loss comprises the sum of deferred tax and current tax not recognised in other comprehensive income or directly in equity. Current income tax assets and/or liabilities comprise those obligations to, or claims from, fiscal authorities relating to the current or prior reporting periods, that are unpaid at the reporting date. Current tax is payable on taxable profit, which differs from profit or loss in the financial statements. Calculation of current tax is based on tax rates and tax laws that have been enacted or substantively enacted by the end of the reporting period.

Deferred tax

Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, we determine deferred tax assets and liabilities on the basis of the differences between the financial statement and tax bases of assets and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

Deferred tax assets are recognised to the extent that management believe that these assets are more probable than not to be realized. In making such a determination, we consider all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax-planning strategies, and results of recent operations. If management determine that the company would be able to realize its deferred tax assets in the future in excess of its net recorded amount, management would make an adjustment to the deferred tax asset valuation allowance, which would reduce the provision for income taxes.

   (j)    Financial assets 

The Group has adopted IFRS 9 from 1st January 2018 and Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the financial instrument.

Financial assets are derecognised when the contractual rights to the cash flows from the financial asset expire, or when the financial asset and substantially all the risks and rewards are transferred. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

Classification and Classification and initial measurement of financial assets

Except for those trade receivables that do not contain a significant financing component and are measured at the transaction price in accordance with IFRS 15, all financial assets are initially measured at fair value adjusted for transaction costs (where applicable).

Financial assets, other than those designated and effective as hedging instruments, are classified into the following categories:

   --      amortised cost 
   --      fair value through profit or loss (FVTPL) 
   --      fair value through other comprehensive income (FVOCI). 

In the periods presented the corporation does not have any financial assets categorised as FVOCI.

The classification is determined by both:

   --      the entity's business model for managing the financial asset 
   --      the contractual cash flow characteristics of the financial asset. 

All income and expenses relating to financial assets that are recognised in profit or loss are presented within finance costs, finance income or other financial items, except for impairment of trade receivables which is presented within other expenses.

Subsequent measurement of financial assets

Financial assets at amortised cost

Financial assets are measured at amortised cost if the assets meet the following conditions (and are not designated as FVTPL):

-- they are held within a business model whose objective is to hold the financial assets and collect its contractual cash flows

-- the contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding

After initial recognition, these are measured at amortised cost using the effective interest method. Discounting is omitted where the effect of discounting is immaterial. The Group's cash and cash equivalents, trade and most other receivables fall into this category of financial instruments as well as listed bonds that were previously classified as held-to-maturity under IAS 39.

Impairment of financial assets

IFRS 9's impairment requirements use more forward-looking information to recognise expected credit losses - the 'expected credit loss (ECL) model'. This replaces IAS 39's 'incurred loss model'. Instruments within the scope of the new requirements included loans and other debt-type financial assets measured at amortised cost and FVOCI, trade receivables, contract assets recognised and measured under IFRS 15 and loan commitments and some financial guarantee contracts (for the issuer) that are not measured at fair value through profit or loss.

(k) Financial liabilities

Classification and measurement of financial liabilities

As the accounting for financial liabilities remains largely the same under IFRS 9 compared to IAS 39, the Group's financial liabilities were not impacted by the adoption of IFRS 9. However, for completeness, the accounting policy is disclosed below.

The Group's financial liabilities include borrowings, trade and other payables and derivative financial instruments.

Financial liabilities are initially measured at fair value, and, where applicable, adjusted for transaction costs unless the Group designated a financial liability at fair value through profit or loss.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for derivatives and financial liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss (other than derivative financial instruments that are designated and effective as hedging instruments).

All interest-related charges and, if applicable, changes in an instrument's fair value that are reported in profit or loss are included within finance costs or finance income.

   (l)    Property, plant and equipment 

Items of property, plant and equipment are measured at cost less accumulated depreciation and impairment losses.

The Group is in the process of constructing its initial project; the creation of a modern and efficient port and logistics Facility in India. All the expenditures directly attributable in respect of the port and logistics Facility under development are carried at historical cost under Capital Work In Progress as the Board believes that these expenses will generate probable future economic benefits. These costs include borrowing cost, professional fees, construction costs and other direct expenditure. After capitalisation, management monitors whether the recognition requirements continue to be met and whether there are any indicators that capitalised costs may be impaired.

Cost includes expenditures that are directly attributable to the acquisition of the asset and income directly related to testing the Facility is offset against the corresponding expenditure. The cost of constructed asset includes the cost of materials, sub-contractors and any other costs directly attributable to bringing the asset to a working condition for its intended use. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment.

Parts of the property, plant and equipment are accounted for as separate items (major components) on the basis of nature of the assets.

Depreciation is recognised in the Consolidated Statement of Comprehensive Income over the estimated useful lives of each part of an item of property, plant and equipment. For items of property, plant and equipment under construction, depreciation begins when the asset is available for use, i.e. when it is in the condition necessary for it to be capable of operating in the manner intended by management. Thus, as long as an item of property, plant and equipment is under construction, it is not depreciated. Leasehold improvements are amortised over the shorter of the lease term or their useful lives.

 
Depreciation is calculated on 
 a straight-line basis. 
The estimated useful lives for 
 the current year are as 
 Assets                                  Estimated Life of assets 
 Office equipment                        3-5 Years 
------------------------------  --------------------------------- 
 Computers                               2-3 Years 
------------------------------  --------------------------------- 
 Furniture                               5-10 Years 
------------------------------  --------------------------------- 
 Vehicles                                5-8 Years 
------------------------------  --------------------------------- 
 

Depreciation methods, useful lives and residual value are reassessed at each reporting date.

Gains or losses arising on the disposal of property, plant and equipment are determined as the difference between the disposal proceeds and the carrying amount of the assets and are recognised in profit or loss within other income or other expenses.

IMPAIRMENT OF PROPERTY, PLANT AND EQUIPMENT

Internal and external sources of information are reviewed at the end of the reporting period to identify indications that the property, plant and equipment may be impaired.

Property, plant and equipment is stated at cost, net of accumulated depreciation and/or impairment losses, if any. There is currently no impairment of property, plant and equipment.

(m) Trade receivables and payables

Trade receivables are financial assets categorised as loans and receivables, measured initially at fair value and subsequently at amortised cost using an effective interest rate method, less an allowance for impairment. An allowance for impairment is made when there is objective evidence that the Group will not be able to collect the debts. Bad debts are written off when identified.

Trade payables are financial liabilities at amortised cost, measured initially at fair value and subsequently at amortised cost using an effective interest rate method.

(n) Advances

Advances paid to the EPC contractor and suppliers for construction of the Facility are categorised as advances and will be offset against future work performed by the contractor.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

(o) Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and demand deposits that are readily convertible into known amounts of cash and which are subject to an insignificant risk of changes in value.

(p) Stated capital and reserves

Shares have 'no par value'. Stated capital includes any premiums received on issue of share capital. Any transaction costs associated with the issuing of shares are deducted from stated capital, net of any related income tax benefits.

Foreign currency translation differences are included in the translation reserve. Retained earnings include all current and prior year retained profits.

(q) New standard adopted during the year

During the calendar year the Company has adopted IFRS 9 "Financial Instrument "and IFRS 15 "Revenue recognition". There is no material impact on the group financial as a result of the above standards.

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

A number of new standards, amendments to standards and interpretations are not effective for annual periods beginning 1 January 2018, and have not been applied in preparing these consolidated financial statements. Those which may be relevant to the Group are set out below. The Group does not plan to adopt this standard early.

IFRS 16 Leases (effective from 1 January 2019)

IFRS 16 replaces existing leases guidance including IAS 17 Leases, IFRIC 4 Determining whether an arrangement contains a lease, SIC-15 Operating lease incentives and SIC-27 Evaluating the substance of transaction involving the legal form of lease.

The new standard requires the lessee to recognise the operating lease commitment on the balance sheet. The Group, as a lessee, has substantial operating leases and commitments as disclosed in note 22. The standard would require future lease commitments to be recognised as a liability, with a corresponding right of use asset. This will impact the EBITDA and debt to equity ratios of the Group. In addition, depending on the stage of lease, there would be a different pattern of expense recognition on leases. Currently, lease expenses are recognised in cost of sales, however, in future the lease expense would be an amortisation charge and finance expense.

The Group is in the process of collating its leases and computing the impact.

   3.    SIGNIFICANT ACCOUNTING JUDGMENTS, ESTIMATES AND ASSUMPTIONS 

The following are significant management judgments in applying the accounting policies of the Group that have the most significant effect on the financial statements.

Recognition of income tax liabilities

In light of a recent court judgement, there is a possibility that the Group will not be expected to pay income tax in India on interest income due to the availability of pre-operating losses nevertheless, Full liability has been provided for income tax based on the assumption that the interest income will be taxed in full. However, no accrual has been made for tax related interest or penalties on the non-payment of Indian income tax until we have certainty on the tax position.

Impairment Review

At the end of each reporting period, the Board is required to assess whether there is any indication that an asset may be impaired (i.e. its carrying amount may be higher than its recoverable amount). As at 31 December the carrying value of the port which is still under construction is GBP130.99 Million. The value in use has been calculated using the present value of the future cash flows expected to be derived from the port. As the port is still under construction this has included the costs to completion plus the anticipated revenues and expenses once the port becomes operational. The key assumptions behind the discounted cash flow as at 31 December 2018 are:

   --      Construction outflow to get the asset in a state to start generating income. 

-- Cash flow projections have been run until 2059. This is the length of the lease of the land.

-- The revenue capacity is a product of the area available to store and stack containers and jetty capacity.

   --      Inflation 4%. 
   --      Utilisation rate at 12% in 2019, 30% in 2020, 39% in 2021 & 45% by 2022. 
   --      Revenue based on current comparable market rates. 

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

   --      Discount Rate 13.25% 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

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

   4.    SEGMENTAL REPORTING 

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

   5.    ADMINISTRATIVE EXPENSES 
 
                                                    Year ended  Year ended 
                                                     31 Dec 18   31 Dec 17 
                                                        GBP000      GBP000 
 Employee costs                                            265         302 
 Directors' fees                                           452         488 
 Operating lease rentals                                   327         302 
 Foreign exchange gains/loss                                 -           4 
 Depreciation                                               71         113 
 Other administration costs                              2,181       2,207 
 
                                                         3,296       3,416 
 
6.         FINANCE INCOME 
                                                    Year ended  Year ended 
                                                     31 Dec 18   31 Dec 17 
                                                        GBP000      GBP000 
 Interest on bank deposits                                  13          11 
 
                                                            13          11 
 
7.         INCOME TAX 
                                                    Year ended  Year ended 
                                                     31 Dec 18   31 Dec 17 
                                                        GBP000      GBP000 
 Loss Before Tax                                       (3,263)     (3,405) 
 Applicable tax rate in India*                          30.90%      30.90% 
 
 Expected tax credit                                   (1,008)     (1,052) 
 Adjustment for non-deductible losses of MPL & 
  Cyprus entity against income                             412         311 
 from India 
 Adjustment for non-deductible expenses                    596         741 
 
 Actual tax expense                                          -           - 
 
 

*Considering that the Group's operations are presently based in India, the effective tax rate of the Group of 30.90% (prior year 30.90%) has been computed based on the current tax rates prevailing in India. In India, income earned from all sources (including interest income) are taxable at the prevailing tax rate unless exempted. However, administrative expenses are treated as non-deductible expenses until commencement of operations.

The Company is incorporated in Guernsey under The Companies (Guernsey) Law 2008, as amended. The Guernsey tax rate for companies is 0%. The rate of withholding tax on dividend payments to non-residents by companies within the 0% corporate income tax regime is also 0%. Accordingly, the Company will have no liability to Guernsey income tax on its income and there will be no requirement to deduct withholding tax from payments of dividends to non-resident shareholders.

In Cyprus, the tax rate for companies is 12.5% with effect from 1 January 2014. There is no tax expense in Cyprus.

In Netherland, the tax rate for companies is 20% with effect from 1 January 2018. There is no tax expense in Netherland.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

   8.    AUDITORS' REMUNERATION 

The following are the details of fees paid to the auditors, Grant Thornton UK LLP and Indian auditors, in various capacities for the year:

 
                   Year ended  Year ended 
                    31 Dec 18   31 Dec 17 
                       GBP000      GBP000 
 Audit Fees 
 Interim                    9          15 
 Annual                    78          78 
 Site Visit Fees            9           9 
 
                           95         102 
 
 

A fee of GBP56,650 was debited to Statement of Comprehensive Income for financial advisory services performed by Grant Thornton UK LLP during the year (2017: GBPNil). The statutory audits of Karanja Terminal & Logistics Private Limited and Karanja Terminal & Logistics (Cyprus) Limited are conducted by other auditors, fees paid for these audits is GBP6,875 (2017: GBP3,000). Audit fees related to prior year overruns during the year amount to GBP58,436 (2017: GBP29,000).

   9.    EARNINGS PER SHARE 

Both basic and diluted earnings per share for the year ended 31 December 2018 have been calculated using the loss attributable to equity holders of the Group of GBP3.3 million (prior year loss of GBP3.4 million).

 
                                                         Year ended      Year ended 
                                                          31 Dec 18       31 Dec 17 
 Loss attributable to equity holders of the parent   GBP(3,278,000)  GBP(3,404,000) 
 Weighted average number of shares used in basic 
  and diluted earnings per share                        516,141,290     412,620,439 
 EARNINGS PER SHARE 
 Basic and Diluted earnings per share                      (0.006p)        (0.008p) 
 
 

10. PROPERTY, PLANT AND EQUIPMENT

Details of the Group's property, plant and equipment and their carrying amounts are as follows:

 
                                                                     Capital Work 
                                        Office                                 In 
                          Computers  Equipment  Furniture  Vehicles      Progress    Total 
                             GBP000     GBP000     GBP000    GBP000        GBP000   GBP000 
Gross carrying amount 
Balance 1 Jan 2018               40         58         35       510       123,647  124,290 
Net Exchange Difference         (1)        (2)        (1)      (15)       (3,616)  (3,635) 
Additions                         1          2          -        11        10,958   10,972 
Disposals                         -          -          -      (32)             -     (32) 
 
Balance 31 Dec 2018              40         58         34       474       130,989  131,595 
 
Depreciation 
Balance 1 Jan 2018             (30)       (24)       (16)     (235)             -    (305) 
Net Exchange Difference           1          1          -         7             -        9 
Charge for the year             (6)        (9)        (3)      (53)             -     (71) 
Disposals                         -          -          -        29             -       29 
 
Balance 31 Dec 2018            (35)       (32)       (19)     (252)             -    (338) 
 
Carrying amount 31 
 Dec 2018                         5         26         15       222       130,989  131,257 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

 
                                                                     Capital Work 
                                        Office                                 In 
                          Computers  Equipment  Furniture  Vehicles      Progress    Total 
                             GBP000     GBP000     GBP000    GBP000        GBP000   GBP000 
Gross carrying amount 
Balance 1 Jan 2017               33         36         25       279        94,936   95,309 
Net Exchange Difference         (1)        (1)        (1)       (6)       (2,762)  (2,771) 
Additions                         8         23         11       237        31,473   31,752 
 
Balance 31 Dec 2017              40         58         35       510       123,647  124,290 
 
Depreciation 
Balance 1 Jan 2017             (23)       (18)       (12)     (145)             -    (198) 
Net Exchange Difference           1          1          1         3             -        6 
Charge for the year             (8)        (7)        (5)      (93)             -    (113) 
 
Balance 31 Dec 2017            (30)       (24)       (16)     (235)             -    (305) 
 
Carrying amount 31 
 Dec 2017                        10         34         19       275       123,647  123,985 
 
 

The net exchange difference on the Group's property, plant and equipment's carrying amount is a loss of GBP3.64 million (prior year gain of GBP2.77 million). The net exchange difference on the Group's property, plant and equipment carrying amount is on the account of the foreign exchange movement.

   a)    Net Book Value of assets held under Finance Lease 

KTLP's vehicles are held under finance lease arrangements. The Net Book Value of assets held under finance lease arrangements are as follows:

 
            Year ended  Year ended 
             31 Dec 18   31 Dec 17 
                GBP000      GBP000 
 Vehicles          222         275 
 
                   222         275 
 
 

The Port Facility being developed in India has been hypothecated by the Indian subsidiary as security for the bank borrowings (borrowing limit sanctioned INR 480 crore (GBP54.21 million) (2017 INR 480 crore (GBP55.84 million)) for part financing the build out of the Facility.

The borrowing costs in respect of the bank borrowing for financing the build out of Facility are capitalised under Capital Work in Progress. During the year the Group has capitalised borrowing cost of GBP4.58 million (prior year GBP4.58 million).

The Indian subsidiary has estimated the total project cost of INR1,404 crore (GBP158.56 million) towards construction of the port Facility. Out of the aforesaid project cost, the contract signed with the major contractor is INR1,048 crores (GBP118.35 million). As of 31 December 2018, the contractual amount (net of advances) of INR 104.13 crores (GBP11.76 million) is still payable. There were no other material contractual commitments.

Karanja Terminal & Logistics Private Limited (KTPL), the Indian subsidiary has received sanction of a Rupee term loan of INR 480 crore (GBP54.21 million) for part financing the port Facility. The Rupee term loan has been sanctioned by four Indian public sector banks and the loan agreement was executed on 28 February 2014. As at 29 September 2017 the agreement was amended extending the tenure of the loan for 13 years and 6 months with repayment beginning at the end of June 2020.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

11. TRADE AND OTHER RECEIVABLES

 
                   Year ended  Year ended 
                    31 Dec 18   31 Dec 17 
                       GBP000      GBP000 
 Deposits               3,699       2,227 
 Advances              14,082      12,999 
 Debtors 
 - Related Party           72          72 
 - Prepayment              26          17 
 - Others               8,290           - 
 
                       26,169      15,315 
 
 

Advances include payment to EPC contractor of GBP11.70 million (prior year GBP12.5 million) towards mobilisation advances and quarry development. These advances will be recovered as a deduction from the invoices being raised by the contractor over the contract period.

12. CASH AND CASH EQUIVALENTS

 
                            Year ended  Year ended 
                             31 Dec 18   31 Dec 17 
                                GBP000      GBP000 
 Cash at bank and in hand       13,101       5,081 
 Deposits                           12         342 
 
                                13,113       5,423 
 
 

Cash at bank earns interest at floating rates based on bank deposit rates. The fair value of cash and short-term deposits is GBP13.11million (prior year GBP5.42 million).

13. RISK MANAGEMENT AND FINANCIAL INSTRUMENTS

Risk Management

The Group's activities expose it to a variety of financial risks: market risk (including currency risk and interest rate risk), credit risk and liquidity risk. Risk management is carried out by the Board of Directors.

(a) Market Risk

   (i)    Translation risk 

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in market foreign exchange rates. The Company's functional and presentation currency is the UK Sterling (GBP). The functional currency of its subsidiary Karanja Terminal & Logistics Private Limited (KTLPL) is INR and functional currency of Karanja Terminal & Logistics (Cyprus) Ltd and Mercantile Ports (Netherlands) BV is Euro.

The exchange difference arising due to variances on translating a foreign operation into the presentation currency results in a translation risk. These exchange differences are recognised in other comprehensive income. As a result, the profit, assets and liabilities of this entity must be converted to GBP in order to bring the results into the consolidated financial statements. The exchange differences resulting from converting the profit and loss account at average rate and the assets and liabilities at closing rate are transferred to the translation reserve.

While consolidating the Indian subsidiary accounts the group has taken closing rate of GBP 1: INR 88.5488 for balance sheet items

and for profit and loss item GBP 1: INR 90.9678

This balance is cumulatively a GBP14.96m loss to equity (2017: GBP12.74m loss). This is mainly due to a movement from approximately 1:70 to 1:100 between 2010 to 2013 and the translation reserve reaching a loss of GBP21.6m at 31 December 2013. This resulted in a significant loss to the GBP value of the Indian entity net assets. The closing rate at 31 December 2018 was 1:88, hence the loss in the reserve is not as significant as in 2013-15. With the majority of funding now in India this risk is further mitigated. During 2018 the average and year end spot rate used for INR to GBP were 90.97 and 88.55 respectively (2017: 90.91 and 83.46).

Translation risk sensitivity

The Group's exposure to the risk of changes in foreign exchange rates relates primarily to the cash and cash equivalents available with the Indian entity of INR 8.43 million (GBP0.095 million) as on reporting date (prior year INR 94.87 million (GBP1.10 million)). In

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

computing the below sensitivity analysis, the management has assumed the following % movement between foreign currency (INR)

and the underlying functional currency GBP:

 
 Functional Currency (GBP)   31 Dec 2018  31 Dec 2017 
 INR                              +- 10%       +- 10% 
 
 

The following table details the Group's sensitivity to appreciation or depreciation in functional currency vis-à-vis the currency in which the foreign currency cash and cash equivalents are denominated:

 
                                                        GBP (appreciation 
 Functional Currency (GBP)   GBP (depreciation by 10%)            by 10%) 
                                                GBP000             GBP000 
 31 December 2018                                10.58             (8.66) 
 31 December 2017                               122.63           (100.33) 
 
 

If the functional currency GBP had weakened with respect to foreign currency (INR) by the percentages mentioned above, for year ended 31 December 2018 then the effect will be change in profit and equity for the year by GBP0.0106 million (prior period GBP0.124 million). If the functional currency had strengthened with respect to the various currencies, there would be an equal and opposite impact on profit and equity for each year. This exchange difference arising due to foreign currency exchange rate variances on translating a foreign operation into the presentation currency results in a translation risk.

(ii) Interest rate risk

Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Group's exposure to the risk of changes in market interest rates relates primarily to the Group's long-term debt obligations with floating interest rates.

KTPL has successfully tied-up a rupee term loan of INR 480 crore (GBP54.21 million) for part financing the build out of its Facility. The Group has commenced the drawdown of its sanctioned bank borrowing as of the reporting date. The rate of interest on the bank borrowing is a floating rate linked to the bank base rate with an additional spread of 375 basis points (2017: 375 bp). The present composite rate of interest is 13.20% (2017: 13.20%).

The base rate set by the bank may be changed periodically as per the discretion of the bank in line with Reserve Bank of India (RBI) guidelines. Based on the current economic outlook and RBI Guidance, management expects the Indian economy to enter a lower interest rate regime as moderating inflation will allow the RBI and thus the banks to lower its base rate in the coming quarters.

Interest rate sensitivity

At 31 December 2018, the Group is exposed to changes in market interest rates through bank borrowings at variable interest rates.

The exposure to interest rates for the Group's money market funds is considered immaterial.

The following table illustrates the sensitivity of profit to a reasonably possible change in interest rates of +/- 1% (2017: +/- 1%). These changes are considered to be reasonably possible based on observation of current market conditions. The calculations are based on a change in the average market interest rate for each period, and the financial instruments held at each reporting date that are sensitive to changes in interest rates. All other variables are held constant.

 
                                              Equity, net of 
                    Profit for the Year                  tax 
                                 GBP000               GBP000 
 Year                               +1%  -1%             +1%  -1% 
 31 December 2028                     -    -               -    - 
 31 December 2027                   (2)    2               1    1 
 31 December 2026                  (48)   48            (31)   31 
 31 December 2025                 (116)  116            (75)   75 
 31 December 2024                 (185)  185           (120)  120 
 31 December 2023                 (256)  256           (166)  166 
 31 December 2022                 (323)  323           (210)  210 
 31 December 2021                 (377)  377           (245)  245 
 31 December 2020                 (418)  418           (272)  272 
 31 December 2019                 (215)  215           (140)  140 
 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

(b) Credit risk

Credit risk is the risk that a counterparty fails to discharge an obligation to the Group. The Group's maximum exposure (GBP22.47 million) to credit risk is limited to the carrying amount of financial assets recognised at the reporting date. The Group's policy is to deal only with creditworthy counterparties. The Group has no significant concentrations of credit risk.

The Group does not concentrate any of its deposits in one bank or a non-banking finance company (NBFC). This is seen as being prudent. Credit risk is managed by the management having conducted its own due diligence. The balances held with NBFC's and banks are on a short-term basis. Management reviews quarterly NAV information sent by NBFC's and monitors bank counter-party risk on an on-going basis.

(c) Liquidity risk

Liquidity risk is the risk that the Group might be unable to meet its financial obligations. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of funding through an adequate amount of committed credit facilities KTLPL has tied-up rupee term loan of INR 480 crore (GBP54.21 million) and c.GBP20M as at December 2018 of cash reserves which can be used for financing the build out of its Facility.

The Group's objective is to maintain cash and demand deposits to meet its liquidity requirements for 30-day periods at a minimum. This objective was met for the reporting periods. Funding for build out of the port Facility is secured by sufficient equity, sanctioned credit facilities from lenders and the ability to raise additional funds due to headroom in the capital structure.

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

The Group manages its liquidity needs by monitoring scheduled contractual payments for build out of the port Facility as well as forecast cash inflows and outflows due in day-to-day business. Liquidity needs are monitored and reviewed by the management on a regular basis. Net cash requirements are compared to available borrowing facilities in order to determine headroom or any shortfalls. This analysis shows that available borrowing facilities are expected to be sufficient over the lookout period.

As at 31 December 2018, the Group's non-derivative financial liabilities have contractual maturities (and interest payments) as summarized below:

 
                       Principal payments          Interest payments 
 Payment falling due         INR in Crore  GBP000       INR in Crore  GBP000 
 Within 1 year                          -       -              50.16   5,514 
 1 to 5 years                      185.25  20,921             163.68  17,993 
 After 5 years                     194.75  21,994              44.23   4,863 
 
 Total                             380.00  42,914             258.07  28,370 
 
 

The present composite rate of interest of 13.20% and closing exchange rate has been considered for the above analysis. Principal and interest payments are after considering future drawdowns of term loans.

In addition, the Group's liquidity management policy involves considering the level of liquid assets necessary to meet the funding requirement; monitoring balance sheet liquidity ratio against internal requirements and maintaining debt financing plans. As a part of monitoring balance sheet liquidity ratio, management monitors the debt to equity ratio and has specified optimal level for debt to equity ratio of 1:1.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

Financial Instruments

Fair Values

Set out below is a comparison by category of carrying amounts and fair values of the entire Group's financial instruments that are carried in the financial statements.

 
                                    (Carried at amortised 
                                                    cost) 
                                   Year ended  Year ended 
                                    31 Dec 18   31 Dec 17 
                            Note       GBP000      GBP000 
Financial Assets 
Cash and Cash Equivalents     12       13,113       5,423 
Loan and receivables          11       10,743      15,315 
 
                                       23,856      20,738 
 
Financial Liability 
Borrowings                    16       33,890      34,957 
Trade and other payables      18       13,340       8,773 
Trade and other payables      15           61        8,36 
 
                                       47,291      43,766 
 
 

The fair value of the Group's financial assets and financial liabilities significantly approximate their carrying amount as at the reporting date.

The carrying amount of financial assets and financial liabilities are measured at amortised cost in the financial statements are a reasonable approximation of their fair values since the group does not anticipate that the carrying amounts would be significantly different from the values that would eventually be received or settled.

14. EQUITY

14.1 Issued Capital

The share capital of MPL consists only of fully paid ordinary shares of no par value. The total number of issued and fully paid up shares of the Company as on each reporting date is summarised as follows:

 
                             Year ended               Year ended 
                         31 December 18           31 December 17 
 Particulars               No of shares   GBP000    No of shares   GBP000 
 Shares issued and 
  fully paid: 
 Beginning of the year      414,017,699  106,763     384,017,699  103,714 
 Addition in the year     1,491,004,424   27,864      30,000,000    3,049 
 (net of share issue 
  cost) 
 
 Closing number of 
  shares                  1,905,022,123  134,627     414,017,699  106,763 
 
 

The stated capital amounts to GBP134.63 million (prior year GBP106.76 million) after reduction of share issue costs. Holders of the ordinary shares are entitled to receive dividends and other distributions and to attend and vote at any general meeting. During the year the Company has allotted 1,491 million equity shares to various institutional and private investors, by way of a placing, open offer and subscription.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

14.2 Other Components of Equity

Retained Earnings

 
                                         Year ended  Year ended 
                                          31 Dec 18   31 Dec 17 
                                             GBP000      GBP000 
 Opening Balance                              (518)       2,905 
 Addition during the year                   (3,258)     (3,423) 
 Re-measurement of net defined benefit 
  liability                                       4           - 
 
 Closing balance                            (3,772)       (518) 
 
 

Retained earnings of GBP(3.77) million (prior year GBP0.50 million) include all current year retained profits.

Translation Reserve

 
                            Year ended  Year ended 
                             31 Dec 18   31 Dec 17 
                                GBP000      GBP000 
 Opening Balance              (12,740)     (9,955) 
 Addition during the year      (2,218)     (2,785) 
 
 Closing balance              (14,958)    (12,740) 
 
 

The translation reserve of GBP14.96 million (prior year GBP12.74 million) is on account of exchange differences relating to the translation of the net assets of the Group's foreign operations which relate to subsidiaries, from their functional currency into the Group's presentational currency being Sterling.

15. EMPLOYEE BENEFIT OBLIGATIONS

 
                                    Year ended  Year ended 
                                     31 Dec 18   31 Dec 17 
                                        GBP000      GBP000 
 Non-Current 
 Pensions - defined benefit plans            3           - 
 
                                             3           - 
 
 Current 
 Wages, salaries                            36          36 
 Pensions - defined benefit plans           22           - 
 
                                            58          36 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

16. BORROWINGS

Borrowings consist of the following:

 
                Year ended  Year ended 
                 31 Dec 18   31 Dec 17 
                    GBP000      GBP000 
 Current 
 Vehicle loan           59          23 
 
                        59          23 
 
 Non-Current 
 Bank loan          33,705      34,720 
 Vehicle loan          126         214 
 
                    33,831      34,934 
 
 

Borrowing

Karanja Terminal & Logistics Private Limited (KTPL), the Indian subsidiary has tied-up a rupee term loan of INR 480 crore (GBP54.21 million). The Rupee term loan has been sanctioned by four Indian public sector banks and the loan agreement was executed on 28 February 2014. On 29 September 2017 the terms of sanction was amended, extending the tenure of the loan for 13 years and 6 months with repayment commencing from the end of June 2020.

The repayment schedule is as follows:

 
                       Repayment amount 
 Payment falling due       INR in Crore  GBP000 
 Within 1 year                        -       - 
 1 to 5 years                    185.25  20,920 
 After 5 years                   194.75  21,994 
 
 Total                           380.00  42,914 
 
 

The rate of interest will be a floating rate linked to the Canara bank base rate (9.40%) (2017: 9:40%) with an additional spread of 375 basis points. The present composite rate of interest is 13.20%. The borrowings are secured by the hypothecation of the port Facility and pledge of its shares. The carrying amount of the bank borrowing is considered to be a reasonable approximation of the fair value.

KTLPL has utilised the Rupee term loan facility of INR 298.45 crore (GBP33.71 million) (prior year INR 298.45 crore (GBP34.72 million)) as of the reporting date.

17. CURRENT TAX LIABILITIES

Current tax liabilities consist of the following:

 
                            Year ended  Year ended 
                             31 Dec 18   31 Dec 17 
                                GBP000      GBP000 
 Duties & taxes                    192          52 
 Provision for Income Tax        7,149       7,365 
 
 Current tax liabilities         7,341       7,417 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

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

 
                               Year ended  Year ended 
                                31 Dec 18   31 Dec 17 
                                   GBP000      GBP000 
 Carrying amount 1 January          7,365       7,585 
 Exchange difference                (216)       (220) 
 
 Carrying amount 31 December        7,149       7,365 
 
 

The Group recognises liabilities for anticipated tax issues based on estimates of whether additional taxes will be due. Where the final outcome of assessment by the Income Tax department on these matters is different from the amounts that were initially recorded, such differences will impact the income tax provisions in the period in which such determination is made. The Group discharges the tax liability on the basis of income tax assessment.

18. TRADE AND OTHER PAYABLES

Trade and other payables consist of the following:

 
                     Year ended  Year ended 
                      31 Dec 18   31 Dec 17 
                         GBP000      GBP000 
 Current 
 Sundry creditors*       12,692       8,381 
 Interest payable           647         392 
 
                         13,339       8,773 
 
 

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

19. RELATED PARTY TRANSACTIONS

The consolidated financial statements include the financial statements of the Company and the subsidiaries listed in the following table:

 
 
 
 HELD BY The Company (MPL): 
 Karanja Terminal & Logistics 
  (Cyprus) Ltd                    Cyprus      Holding Company      100%   Ordinary 
 Mercantile Port (Netherlands)                Subsidiary Company 
  BV                            Netherland     of MPL              100%   Ordinary 
 HELD BY Karanja Terminal 
  & Logistics 
 (Cyprus) Ltd: 
 Karanja Terminal & Logistics                 Operating Company 
  Pvt. Ltd                        India        -                  99.75%  Ordinary 
                                              Terminal Project 
 
 

The Group has the following related parties with whom it has entered into transactions with during the year.

   a)    Shareholders having significant influence 

The following shareholders of the Group have had a significant influence during the year under review:

-- SKIL Global Ports & Logistics Limited, which is 100% owned by Mr. Nikhil Gandhi, holds 5.16% of issued share capital as at

31 December 2018 (as at 31 December 2017 - 10.32%) of Mercantile Ports & Logistics Limited. Nikhil Gandhi through SKIL Global Ports & Logistics Limited had acquired additional shares of GBP1.11 million, in December 2018.

-- Pavan Bakhshi holds 0.61% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.39%) of Mercantile Ports & Logistics Limited at the year end. Pavan Bakhshi had acquired additional shares of GBP0.20 million, in December 2018. Pavan Bakhshi resigned as a director during the year.

-- Peter Jones holds 0.05% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.05%) of Mercantile Ports & Logistics Limited at the year end. Peter Jones resigned as a director during the prior year.

-- James Sutcliffe holds Nil % of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.002%) of Mercantile Ports & Logistics Limited at the year end. James Sutcliffe resigned as a director during the prior year.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

-- Lord Howard Flight holds 0.20% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.30%) of Mercantile Ports & Logistics Limited at the year end. Lord Howard Flight had acquired additional shares of GBP0.06 million, in December 2018.

-- Jay Mehta holds 0.28% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.074%) of Mercantile Ports & Logistics Limited at the year end. Jay Mehta had acquired additional shares of GBP0.10 million, in December 2018.

-- John Fitzgerald holds 0.03% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.063%) of Mercantile Ports & Logistics Limited at the year end. John Fitzgerald had acquired additional shares of GBP0.04 million, in December 2018.

-- Andrew Henderson holds 0.03% of issued share capital as on 31 December 2018 (as on 31 December 2017 - 0.015%) of Mercantile Ports & Logistics Limited at the year end. Andrew Henderson had acquired additional shares of GBP0.01 million, in December 2018.

-- Jeremy Warner Allen holds 0.40% of issued share capital as on 31 December 2018 (as on 31 December 2017 - Nil %) of Mercantile Ports & Logistics Limited at the year end. Jeremy Warner Allen had acquired additional shares of GBP0.15 million, in December 2018.

-- Karanpal Singh via Hunch Ventures and Investment Limited holds 21.75% of issued share capital as on 31 December 2018 (as on 31 December 2017 - Nil %) of Mercantile Ports & Logistics Limited at the year end. Karanpal Singh via Hunch Ventures and Investment Limited had acquired additional shares of GBP8.29 million, in December 2018. Cash amount outstanding as at December 2018 GBP 8.31 million.

b) Key Managerial Personnel of the parent

Non-executive Directors

- Lord Howard Flight

- Mr. John Fitzgerald

- Jeremy Warner Allen (appointed on 7 December 2018)

- Karanpal Singh (appointed on 7 December 2018)

Executive Directors

- Mr. Nikhil Gandhi (Chairman)

- Mr. Pavan Bakhshi (Managing Director - resigned on 13 December 2018)

- Mr. Jay Mehta (Director and from 13 December 2018 appointed as Managing Director)

- Mr. Andrew Henderson

   c)    Key Managerial Personnel of the subsidiaries 

Directors of KTLPL (India)

- Mr. Pavan Bakhshi (Resigned on 16 December 2018)

- Mr. Jay Mehta

- Mr. Jigar Shah

- Mr. Nikhil Gandhi (Chairman)

- Mr. M L Meena (Appointed on 20 December 2018)

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

- Mr. Pavan Bakhshi (resigned on 16 December 2018)

- Ms. Andria Andreou

- Ms. Olga Georgiades

- Mr. Andrew Henderson (alternate director to Pavan Bakhshi)

   d)   Other related party disclosure 

Entities that are controlled, jointly controlled or significantly influenced by, or for which significant voting power in such entity resides with, directly or indirectly, any individual or close family member of such individual referred above.

- SKIL Infrastructure Limited

- JPT Securities Limited

- KLG Capital Services Limited

- Grevek Investment & Finance Private Limited

- Carey Commercial (Cyprus) Limited

- Henley Trust (Cyprus) Limited

- Athos Hq Group Bus. Ser. Cy Ltd

- Henderson Accounting Consultants Limited

- John Fitzgerald Limited

- KJS Concrete Private Limited

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

e) Transaction with related parties

The following transactions took place between the Group and related parties during the year ended 31 December 2018:

 
                                                                  Year ended  Year ended 
                                                                   31 Dec 18   31 Dec 17 
                                          Nature of transaction       GBP000      GBP000 
 Athos Hq Group Bus. Ser. 
  Cy Ltd                                  Administrative fees             22          18 
 
                                                                          22          18 
 
 

The following table provides the total amount outstanding with related parties as at year ended 31 December 2018:

Transactions with shareholder having significant influence

 
                                                                  Year ended  Year ended 
                                                                   31 Dec 18   31 Dec 17 
                                          Nature of transaction       GBP000      GBP000 
 SKIL Global Ports & Logistics 
  Limited 
 Debtors                                  Advances                        72          72 
 Hunch Ventures and Investment 
  Limited 
 Debtors                                  Share subscription           8,287           - 
 KJS Concrete Pvt Ltd 
 Debtor                                   Repayment of Advance    770 
 
                                                                       9,129          72 
 
 

Transactions with Key Managerial Personnel of the subsidiaries

See Key Managerial Personnel Compensation details as provided below.

Advisory services fee

None.

Compensation to Key Managerial Personnel of the parent

Fees paid to persons or entities considered to be Key Managerial Personnel of the Group include:

 
Year ended  Year ended 
 31 Dec 18   31 Dec 17 
    GBP000      GBP000 
 
 
 Non Executive Directors' fees 
         -        Peter Jones                     -   45 
         -        James Sutcliffe                 -   40 
         -        Jeremy Warner Allen             3    - 
         -        Lord Flight                    40   40 
         -        John Fitzgerald                45   17 
 
                                                 88  142 
 
 Executive Directors' fees 
         - Pavan Bakhshi                        175  175 
         - Jay Mehta                             99  107 
         - Andrew Henderson                      90   64 
 
                                                364  346 
 
 Total compensation paid to Key Managerial 
  Personnel                                     452  488 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

Compensation to Key Managerial Personnel of the subsidiaries

 
                   Year ended  Year ended 
                    31 Dec 18   31 Dec 17 
                       GBP000      GBP000 
 Directors' fees 
 KTLPL - India             99         107 
 KTLCL - Cyprus             3           3 
 
                          102         110 
 
 

Sundry Creditors

As at 31 December 2018, the Group had GBP2.65 million (prior year GBP0.11 million) as sundry creditors with related parties.

 
                                       Year ended  Year ended 
                                        31 Dec 18   31 Dec 17 
                                           GBP000      GBP000 
 Grevek Investment & Finance Pvt Ltd        2,645         114 
 
                                            2,645         114 
 
 

Ultimate controlling party

The Directors do not consider there to be an ultimate controlling party.

20. CASH FLOW ADJUSTMENTS AND CHANGES IN WORKING CAPITAL

The following non-cash flow adjustments and adjustments for changes in working capital have been made to profit before tax to arrive at operating cash flow:

 
                                                  Year ended  Year ended 
                                                   31 Dec 18   31 Dec 17 
                                                      GBP000      GBP000 
 Non-cash flow adjustments 
 Depreciation                                             71         113 
 Finance Income                                         (13)        (11) 
 Unrealised exchange loss                                  1           - 
 Decrease in Non-Controlling Interest                      -         (1) 
 Decrease in Current Tax Liabilities                       -     (1,660) 
 
                                                          59     (1,559) 
 
 Increase/(Decrease in trade payables                  3,714     (3,094) 
 Increase in other payables                                -         100 
 Increase/Decrease in trade & other receivables      (3,727)       3,764 
 
                                                        (13)         770 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

21. CAPITAL MANAGEMENT POLICIES AND PROCEDURE

The Group's capital management objectives are:

   --   To ensure the Group's ability to continue as a going concern 
   --   To provide an adequate return to shareholders 

Capital

The Company's capital includes share premium (reduced by share issue costs), retained earnings and translation reserve which are reflected on the face of the Statement on Financial Position and in Note 15.

22. FINANCE LEASE

KTLPLs vehicles are held under finance lease arrangements. As of 31 December 2018, the net carrying amount of the vehicles is GBP0.22 million (2016: GBP0.28 million).

Finance lease liabilities are secured by the related assets held under finance leases. Future minimum finance lease payments at 31 December were as follows:

 
                        Minimum lease payments due 
                       within 1 year  1 to 5 years  after 5 years   Total 
                              GBP000        GBP000         GBP000  GBP000 
 31 December 2018 
 Lease payments                   76           147              -     223 
 Finance charges                (17)          (21)              -    (38) 
 
 Net present values               59           126              -     185 
 
 31 December 2017 
 Lease payments                  221            76              -     297 
 Finance charges                (38)          (23)              -    (61) 
 
 Net present values              183            53              -     236 
 
 

23. OPERATING LEASE

The Group has entered into a 50 years lease agreement with the Maharashtra Maritime Board for the development of a port and logistics Facility in India.

 
 Payments falling due   Future minimum lease payments  Future minimum lease payments 
                                                               outstanding on 31 Dec 
                             outstanding on 31 Dec 18                             17 
                                               GBP000                         GBP000 
 Within 1 year                                    352                            273 
 1 to 5 years                                   1,154                            989 
 After 5 years                                  6,869                          3,299 
 
 Total                                          8,375                          4,561 
 
    The future minimum lease payments are as follows: 
 Payments falling due   Future minimum lease payments  Future minimum lease payments 
                                                               outstanding on 31 Dec 
                             outstanding on 31 Dec 18                             17 
                                       INR in Million                 INR in Million 
 Within 1 year                                     31                             23 
 1 to 5 years                                     102                             85 
 After 5 years                                    608                            284 
 
 Total                                            741                            392 
 
 

The annual lease rent is payable by KTLPL in INR. The exchange rate on the reporting date has been considered for deriving the GBP amount for future minimum lease payment.

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

24. EMPLOYEE BENEFIT OBLIGATIONS

   a)    Defined Contribution Plan 

The following amount recognized as an expense in statement of profit and loss on account of provident fund and other funds. There are no other obligations other than the contribution payable to the respective authorities.

 
                                                                        Year ended  Year ended 
                                                                         31 Dec 18   31 Dec 17 
                                                                            GBP000      GBP000 
 Contribution to Provident Fund                                               6              2 
 Contribution to ESIC                                                         1              - 
 
                                                                              7              2 
 
 
   b)   Defined Benefit Plan: 

The Company has an unfunded defined benefit gratuity plan. The gratuity plan is governed by the Payment of Gratuity Act, 1972. Under the Act, employee who has completed five years of service is entitled to specific benefit. The level of benefits provided depends on the member's tenure of service and salary at retirement age. Every employee who has completed five years or more of service gets a gratuity on departure at 15 days salary (last drawn salary) for each completed year of service as per the provision of the Payment of Gratuity Act, 1972 with total ceiling on gratuity of INR1 Million.

The following tables summaries the components of net benefit expense recognised in the Consolidated Statement of Comprehensive Income and the funded status and amounts recognised in the Consolidated Statement of Financial Position for the gratuity plan:

 
                                                                  As at       As at 
                                                               31 Dec 18  31 Dec 17 
 Particulars                                                      GBP000     GBP000 
 Statement of Comprehensive Income 
 Net employee benefit expense recognised in the 
  employee cost 
 Current service cost                                                  6         19 
 Past service cost                                                     3          - 
 Interest cost on defined benefit obligation                           1          - 
 
 Total expense charged to loss for the period                         10         19 
 
 Amount recorded in Other Comprehensive Income 
  (OCI) 
 Opening amount recognised in OCI 
 Remeasurement during the period due to: 
 Actuarial (gain)/loss arising on account of 
  experience changes                                                 (4)          - 
 
 Amount recognised in OCI                                          (4)            - 
 
 
 Closing amount recognised in OCI                                  (4)            - 
 
 Reconciliation of net liability/asset 
 Opening defined benefit liability                                    19          - 
 Expense charged to profit or loss account                            10         19 
 Amount recognised in Other Comprehensive Income                     (4)          - 
 Benefit Paid                                                          -          - 
 
 Closing net defined benefit liability                                25         19 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

Movement in benefit obligation and Consolidated Statement of Financial Position A reconciliation of the benefit obligation during the inter-valuation period:

 
                                                              As at      As at 
                                                          31 Dec 18  31 Dec 17 
 Particulars                                                 GBP000     GBP000 
 Opening defined benefit obligation                              19          - 
 Current service cost                                             6         19 
 Past service cost                                                3          - 
 Interest on defined benefit obligation                           1          - 
 Re-measurement during the period due to: 
 Actuarial (gain)/loss arising on account of experience 
  changes                                                       (4)          - 
 Benefits Paid                                                    -          - 
 
 Closing defined benefit obligation liability 
  recognised in Consolidated                                     25         19 
 Statement of Financial Position 
 
                                                              As at      As at 
                                                          31 Dec 18  31 Dec 17 
 Particulars                                                 GBP000     GBP000 
 Net liability is bifurcated as follows: 
 Current                                                          3          - 
 Non-current                                                     22         19 
 
 Net liability                                                   25         19 
 
25. CONTINGENT LIABILITIES AND COMMITMENTS 
                                                              As at      As at 
                                                          31 Dec 18  31 Dec 17 
 Particulars                                                 GBP000     GBP000 
 Bank guarantee issued to Maharashtra Pollution 
  Control Board                                                  11         12 
 Capital Commitment not provided for                          8,544     15,195 
 
 

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

continued

26. RECONCILIATION OF LIABILITIES ARISING FROM FINANCING ACTIVITIES

The changes in the Group's liabilities arising from financing activities can be classified as follows:

 
                         Long-term  Short-term 
                         borrowing   borrowing  Leased liabilities    Total 
 Particulars                GBP000      GBP000              GBP000   GBP000 
 1 January 2018             34,934          23                 236   35,193 
 
 Cash-flows: 
 - Repayment                  (29)        (23)                (51)    (103) 
 - Proceeds                      8           -                   -        8 
 
 Non-cash: 
 - Exchange difference     (1,015)         (1)                   -  (1,016) 
 - Reclassification           (60)          60                   -        - 
 
 31 December 2018           33,830          59                 185   34,074 
 
 1 January 2017             32,294          33                 111   32,438 
 
 Cash-flows: 
 - Repayment                     -        (43)                 125       82 
 - Proceeds                  3,706           -                   -    3,706 
 
 Non-cash: 
 - Exchange difference     (1,034)           -                   -  (1,034) 
 - Reclassification           (33)          33                   -        - 
 
 31 December 2017           34,934          23                 236   35,193 
 
 

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

As at the date of signing there were no significant events to report

28. AUTHORISATION OF FINANCIAL STATEMENTS

The consolidated financial statements for the year ended 31 December 2018 were approved and authorised for issue by the Board of Directors on 10 June 2019.

This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com.

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