Gujarat Pipavav Port Ltd Management Discussions

For the year ended 31 March 2023

Introduction

The Company is presenting financial statements as per the requirement under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended from time to time.

The following discussion and analysis of the financial performance with respect to operational performance and activity of Gujarat Pipavav Port Limited is intended to provide an analysis of the business and the financial statements for the year under review, with selected comparative information for the year ended 31 March 2022. This section has been prepared by the Management of Gujarat Pipavav Port Limited (referred to as "APM Terminals Pipavav" or "the Port" or "the Company") and should be read in conjunction with the financial statements and the notes thereon, which follow the section.

The Company holds 38.8% shares in Pipavav Railway Corporation Limited (PRCL) and in view of the provisions of Section 2(6) of the Companies Act, 2013, PRCL is an Associate Company. Pursuant to the provisions of Section 129 of the Act, PRCLs accounts have been consolidated with the Companys accounts. PRCLs accounts are the Management represented numbers in view of pending finalisation of accounts and completion of PRCLs statutory audit for the financial year ended 31st March 2023.

The Companys financial statements have been prepared on Going Concern basis and on Accrual basis of Accounting under the Historical Cost Convention and in accordance with Indian Accounting Standards.

Background

APM Terminals Pipavav, Indias first private sector port, operates an all-weather port located on the Southwest coast of Gujarat at a distance of 140 kms from Bhavnagar and around 152 nautical miles North-west of Mumbai. The port lies on a strategic international maritime trade route connecting India to various geographies. The Ports Container handling capacity is 1.35 million TEUs. The Bulk Cargo capacity is approximately 4 to 5 million MT depending on cargo mix and Liquid Cargo capacity is approximately 2 million MT. The Board of Directors of the Company has approved the construction of New Liquid Berth and that would increase the capacity to 5.2 million MT upon the completion and commissioning of the new berth. The Container as well as Dry Bulk berths are also used for handling the RORO vessels.

APM Terminals is the Lead Promoter and holds 44.01% of the total shareholding of the Company. APM Terminals operates one of the worlds most comprehensive port networks. It is uniquely positioned to help both shipping line and landside customers grow their business and achieve better supply chain efficiency, flexibility and dependability. APM Terminals has a team of over 20,000 industry professionals focused on delivering the operational excellence and solutions, businesses require to reach their potential. It operates a network of 65 terminals globally.

Economy & Port Sector

The World Health Organisation has declared Covid-19 is no longer a global health emergency. Though it also mentions that the virus is evolving and remains a global health threat but at a lower level of concern. This is good news and a much needed relief for the global trade considering the challenges the vessels and its crew had to face during the pandemic and should also help the shipping lines bring reliability to their sailing schedules.

Considering the potential fall out of the continuing Russia- Ukraine conflict on the inflationary pressures in Europe, the EU provided large budgetary support measures to help the households weather the energy crisis. But the non-Russian LNG deliveries and a mild winter led to oil and gas prices trending downwards from their peak in mid- 2022. Also, India one of the largest importers of crude oil in the international crude market, has been fulfilling its crude oil requirement through much cheaper crude oil imports from Russia post the economic sanctions imposed by the Western countries. Indias imports from Saudi Arabia and Iraq reduced substantially thus leading to reduction in the crude oil prices in the international markets.

The interest rate hike by the advanced economies succeeded in cooling the demand towards the end of Year 2022 but the failure of a few banks in the US triggered a sharp decline in global banking stocks. In order to prevent impacting other banks, several Central Banks intervened to provide extraordinary liquidity and to calm the situation, the Governments sent a message to depositors about safety of their deposits. The central banks of the advanced economies are trying to balance between taming inflation, sustaining economic growth and maintain financial stability. All these events have resulted into a somewhat rocky and turbulent recovery for some of the economies around the world.

The Commodity prices have moderated since last year, the debt levels of the countries remain high but the recent financial turmoil has caused uncertainty in the growth outlook. The IMF estimates the global output growth to be at 2.8% for the Year 2023, down from 3.4% during the Year 2022. Within that the advanced economies are slated for a strong decline at 1.3% from 2.6% and the growth is likely to be driven by the emerging economies.

India recorded 6.6% GDP growth in FY 2022-23 and is likely to be impacted by the decline in Exports to the advanced economies. Hence the GDP for FY 2023-24 is likely to drop to 5.7% and then is likely to sharply increase to 7% in FY 2024-25 as per the OECD estimates. Government of India has been expanding the infrastructure spend in the country by constructing highways and dedicated rail freight corridors. The gross direct tax collections for the FY 2022-23 have reported a strong increase of 20.33% year on year. The net direct tax collections (after paying refunds) increased by 17.63% year on year. As per the reports, this buoyancy in tax collections is the highest ever in last 15 years mainly driven by higher profitability of companies, more number of companies opting for the standard tax rates after completing their tax holidays and improved overall tax compliance. Also, increased digitisation has brought a bigger share of the economy under the tax administration.

With China opening up and inflation impacting the western economies, the situation of port congestion has eased, and global supply chain has stabilised. The availability of containers has changed from shortage to excess supply. The ocean freight rates for the shipping lines have been on a downward trend as compared to last two years but they remain high as compared to the pre-covid days. As per the estimates of World Trade Organisation, the global trade is likely to be at 1.7% in the year 2023 lower than its 12-year average of 2.7% due to high inflation, monetary tightening and financial uncertainty but it is likely to sharply improve in the year 2024 to 3.2%.

The Container volume on the West Coast of India saw an increase of 4% during the year at 14.56 million TEUs as compared to 13.95 million TEUs in the previous year. The increase is driven mainly by the imports into the country while the Export volume to the Western countries have been impacted. As for the Company, with the shipping line calls stabilising, the container volume has shown an increase of about 21% compared to previous year. Considering the economic situation in the western countries, the Exports from India to the US and Europe are likely to remain under pressure in short term. But the Exports to the Middle East and to the Far East are likely to remain steady. The Imports into India are likely to see improvement with the consumption economy continuing to do well.

As far as the Dry Bulk volume is concerned, during last year the Company commissioned additional warehouse of 10,000 sq. mtrs. for storage of fertiliser. In order to increase the rake loading capacity and to enable faster evacuation of fertiliser cargo, the Company has now commissioned two additional wagon loading equipment on the rail line. It will also provide operational flexibility in simultaneously handling different types of fertiliser cargo for loading on rakes.

As far as the Liquid Cargo business is concerned, the Company has upgraded its existing Liquid berth for handling partially loaded Very Large Gas Carriers (VLGCs). The work has been completed and necessary application has been submitted to the government authorities seeking approval for handling partially loaded VLGCs.

The Company has been consistently investing in Port infrastructure and for development on the waterfront as well as on the land side, as per the requirement of the trade from time to time. Based on the discussions with the business partners and considering the potential growth opportunities for handling higher liquid cargo volume, the Company proposes to construct an additional Liquid Berth at an estimated cost of USD 90 million subject to regulatory approvals. Once completed, it will increase the Liquid cargo handling capacity at Pipavav from 2 million MT to 5.2 million MT.

The Car exports from Pipavav have shown consistent improvement with addition of new customer automobile companies. The Company along with its business partner continues to explore new opportunities in RoRo.

In an endeavour to improve the local ecosystem around the port, the Company has entered into an agreement for hiring of a warehouse on a long-term lease at the Multi Modal Logistics Park being developed outside the port. It will help in providing warehousing solutions to the local cargo customers from immediate hinterland.

Operations Review

Container volume for the year under review was 764,034 TEUs compared to 627,747 TEUs. The increase in Container volume by 21% can be primarily attributed to a large extent to stabilization of the sailing schedules of the shipping lines and due to addition of new service. As mentioned earlier, the opening up of China and Covid-19 situation improving, has substantially helped the shipping lines improve their schedule reliability. The inflationary pressure in the US and Europe has impacted the economic situation and that in turn is impacting the Exports from India. But the Exports to the Middle East and Far East geographies and the Imports into the country continue to remain steady.

The Dry Bulk cargo volume at West Coast Ports including Pipavav mainly comprise Coal and Fertilizer Imports. The Port handled 3.91 million MT of Dry Bulk Cargo during the year under review compared to 4.19 million MT handled during the previous year. The decrease of over 7% is mainly due to the volume moving back to the neighboring captive jetty after it resumed operations post the cyclone restoration work. Meanwhile, the company has also been participating in other opportunities namely, break bulk imports, agri exports etc. albeit on a smaller scale.

On Liquid cargo front, the Port handled about 1.03 million MT during the year under review as compared to 0.81 Million MT in the previous year. The increase of over 28% has been driven by increase in LPG imports. The rail evacuation of LPG from inside the port is helping the LPG importers increase their outreach to the extended hinterland and at a much cheaper inland logistics cost. In order to further strengthen the value proposition for the LPG customers, the Company has upgraded its Liquid berth to be able to handle partially loaded Very Large Gas Carriers (VLGCs). The civil work is complete, and the Company has submitted application to the government authorities for permission to handle partially loaded VLGCs.

The Car Exports from West Coast is facing some headwinds. But the Port handled 40,237 cars during the year under review against 23,874 cars handled in the previous year. After Fords discontinuation of production from its plant in Sanand, this is a strong rebound for the Company due to a combination of addition of new customers and higher Exports by the existing customers. The Company continues to work closely with its Business Partners to participate in new opportunities.

Status on Cyclone restoration work

As has been mentioned in previous year, the Saurashtra region of Gujarat was hit by Cyclone Tauktae on 17th May 2021. Thanks to the extraordinary efforts by the employees in taking extensive precautionary measures, the port infrastructure facility for carrying out port operations did not suffer any major damage. The main grid power supply and the communication links were completely disrupted due to the cyclone. The restoration of the Bunds, the port compound wall, and the jetty fenders is in progress and is expected to be completed by December 2023.

Financial Review

Dividend declared/ recommended and the Dividend Policy

During the year under review, the Board of Directors had declared an Interim Dividend of Rs. 2.70 per share in their Meeting held on 9th November 2022 and it has been paid. The Board now recommends a Final Dividend of Rs. 3.40 per share subject to the approval by the Members in the Companys Annual General Meeting proposed for Friday 4th August 2023.

The Companys Dividend Policy states as follows:

Dividend is the Companys primary distribution of profits to its Shareholders. The Companys objective is to sustain a steady and consistent distribution of profits, by way of Dividend, to its Shareholders while considering the following:

(a) The circumstances under which the shareholders can or cannot expect dividend

The Company shall endeavour to pay Dividend to its shareholders in a steady and consistent manner except the following circumstances:

(i) During no growth or weak growth in the trade requiring the Company to retain its earnings to be able to absorb unfavourable market conditions and for meeting the business requirements;

(ii) To meet its funding requirements for expansion and growth;

(iii) The Companys Joint Venture with Indian Railways, Pipavav Railway Corporation Limited requires equity infusion from its shareholders. During such times the Company may decide to retain the earnings instead of distributing to the shareholders. The distribution of Dividend can be by way of Interim Dividend and/or by way of Final Dividend.

(b) The financial parameters that will be considered while declaring dividend

The Company shall consider the following parameters while declaring dividend:

i) Current years profit:

i. after setting off carried over previous losses, if any;

ii. after providing for depreciation in accordance with the provisions of Schedule II of the Act;

iii. after transferring to reserves such amount as may be prescribed or as may be otherwise considered appropriate by the Board at its discretion.

ii) The profits for any previous financial year(s):

a) after providing for depreciation in accordance with law;

b) remaining undistributed; or

iii) out of (i) or (ii) or both.

In computing the above, the Board may at its discretion, subject to provisions of the law, exclude any or all of

(i) extraordinary and exceptional income, generated from activities other than regular business

(ii) extraordinary charges

(iii) exceptional charges

(iv) one off charges on account of change in law or rules or accounting policies or accounting standards

(v) provisions or write offs on account of impairment in investments (long term or short term)

(vi) noncash charges pertaining to amortization or ESOP or resulting from change in accounting policies or accounting standards.

(c) Internal and External factors that would be considered for declaration of dividend

The Companys Board shall always consider various Internal and External factors while considering the quantum for declaration of dividend such as the overall Economic scenario of the country, the Export Import trade of the country, the statutory and regulatory provisions, the Companys own performance, its profitability, its growth plans, the performance and funding requirements of its joint venture Rail Company and such other factors as may be deemed fit by the Board.

(d) Policy as to how the retained earnings will be utilised

The retained earnings would mainly be utilised for the purpose of the Companys growth plans, the funding requirements of its joint venture Rail Company and for all such activities that in the Boards opinion shall enhance the shareholders value.

(e) Provisions with regard to various classes of shares

The Company currently has only one class of shares namely Equity shares. In case the Company issues any other class of shares, this Policy shall be modified suitably for stipulating the parameters for distribution of dividend to all classes of shares.

Financial Results

The Companys Revenue from Operations consists of Income from Port Services and other Operating Income. Total Revenue from Operations for the year ended 31 March 2023 of Rs. 9,169.50 million is higher by about 24% against Rs. 7,413.65 million during the previous year.

Income from Port Services consists of Income from Marine Services, Container & Cargo Handling, Storage services as well as value-added Port Services. Income from Port Services at Rs. 8,462.54 million during the year under review was higher by about 23% against Rs. 6,882.97 million for the year ended 31 March 2022.

Other Operating Income comprises incidental Income from Operations and lease rentals from sub-leasing of land to various Port users. Other Operating Income for the year ended 31 March 2023 at Rs. 706.96 million was higher by over 33% as against Rs. 530.69 million in the previous year. Total Expenditure consists of Operating expenses, Employee benefits, Finance Cost, Depreciation and Other expenses. The Company incurred a Total Expenditure of Rs. 5,389.18 million during the year under review as against Rs. 4,650.15 million during the previous year. The increase is mainly on account of higher Operating expenses and higher expenses towards Power & Fuel and Maintenance & Repairs.

Operating Expenses primarily include Equipment Hire charges, Handling expenses, Waterfront Royalty and Other direct costs. Operating expenses were higher by over 31% at Rs. 1,922.00 million during the year under review as against Rs. 1,465.24 million for 31 March 2022.

Operating Profit amounted to Rs. 5,021.41 million during the year under review as against Rs. 4,103.87 million for year ended 31 March 2022, an increase of over 22%.

Other Income

Other Income consists of Interest on short-term bank deposits, Gain or Loss from foreign exchange and other Miscellaneous Income. The Other Income was Rs. 510.00 million during the year under review as against Rs. 307.60 million for the year ended 31 March 2022.

Debt

The Company does not have any fund based facility outstanding and it continues to be debt free. Net Profit

The Companys Net Profit Rs. 2,924.50 million during the year under review increased by over 51% as against Rs. 1,935.97 million for the year ended 31 March 2022. The increase can be attributed mainly to the increase in container volume.

Risk Management and Internal Control

Risk Management and Internal Control are two key aspects of the control framework. The Companys Risk Management Committee is a Subcommittee of the Board of Directors. The Committee is responsible for advising the Board on high-level risk related matters. The Committee oversees the identification, mitigation and monitoring of the Companys material risks and exposures including the risk pertaining to IT security. Wherever necessary it deep-dives to examine the preparedness of the Company Management in dealing with those Risks. The Risk Management Committee Meetings provide a thorough insight to the Committee as well as to the Management in analysing the identified areas for effective mitigation measures. The Risk Register provides a consistent and measurable management assurance metric on the broad risks involved and its impact on Companys objectives. The Risk Register is reviewed by the Audit Committee and the Minutes of the Risk Committee Meeting are presented to the Audit Committee and to the Board of Directors.

The Audit Committee of the Company has the overall responsibility to provide assurance to the Board about a sound and effective internal control environment in the Company. The Audit Committee reviews the adequacy and integrity of the Companys internal control system. The Company has put in place an internal control framework commensurate to the size of its business and it encompasses both robust internal controls and an efficient, effective internal control monitoring and reporting system. Mukesh M Shah & Co. Chartered Accountants are the Companys Internal Auditors. The Internal Auditors report directly to the Audit Committee of the Company, and they carry out regular review of the effectiveness of the internal control measures and recommend the areas that require improvement in controls.

The Statutory Auditors have reviewed the adequacy of Internal Financial Controls and have found them in order. The Internal Auditors review on an ongoing basis the Business and Operational Control measures and their adequacy from time to time. Wherever suggested by the Auditors, the improved control measures have been implemented and their functioning is reviewed from time to time.

Health, Safety, Security and Environment (HSSE)

Safety is our most important license to operate. This continues to be a fundamental principle of all ports and terminals with the portfolio of APM Terminals. In accordance with that fundamental principle, the Company is committed to improve Safety performance at its Port on an ongoing basis. APM Terminals has implemented Global Operational Standards for Safety, a set of Minimum Controls developed to manage the Top five risks identified to be related to 90% of the most serious incidents and fatalities namely, Transportation, Suspended loads & lifting, Working at height, Stored energy, and Control of Contractors.

At APM Terminals, Safety of our Employees and of our Business Partners is of utmost importance. Ensuring that after completion of work everyone returns home safely to be with their families, is of utmost importance. APM Terminals Pipavav has completed 272 days of Safe Operations with Zero fatality and Lost Time Incident (LTI) as of 31st March 2023. This achievement is a testament to the Safety culture prevalent with support and close cooperation amongst the employees of the Company and by its business partners. A consistent and constant endevour to improvise upon the safety measures with the responsibility starting from the Top to Bottom by conducting Safety Gemba ensures Constant Care and sends a strong signal to all stakeholders about the Companys commitment towards Safety. The Company is committed to ensure Safe and Efficient Operations at Pipavav Port.

Corporate Social Responsibility (CSR)

The Company believes in closely working with the communities in the vicinity to determine their requirements and is accordingly implementing the CSR projects that are acceptable to the community and become self-sustainable over a period of time. That is possible only when a need assessment is carried out before commencement of the CSR project.

The Company has formulated policies for social development that are based on the following guiding principles:

Adopt an approach that aims at achieving a greater balance between social development and economic development;

Adopt new measures to accelerate and ensure the basic needs of all people including health and sanitation and working towards elimination of barriers for social inclusion of disadvantaged groups;

Focus on educating the girl child and the underprivileged by providing appropriate infrastructure, and groom them as future value creators;

Assist in skill development by providing direction and technical expertise to the vulnerable with special focus on women thereby empowering them towards a dignified and better quality life;

Promote an inclusive work culture;

Work towards generating awareness for creating public infrastructure that is barrier free, inclusive and enabling for all including the elderly and the disabled;

Employee participation is an important part of developing responsible citizenship. Our company encourages and motivates employees to spend time volunteering on issues pertaining to CSR;

At the time of local or national crisis, to respond to emergency situations & disasters by providing timely help to affected victims and their families.

Our Core Focus Areas are:

Education

Health & Environment Sustainability

Socio Economic Development and Social Business Projects

Women Empowerment

During the year ended 31 March 2023 some of the key CSR Projects carried out were:

Mobile Science and Maths lab, supply of educational equipment, teaching learning support, extension activities, adult literacy, up gradation of school infrastructure online and distance education, digital education, activity-based teaching, and learning, covid prevention and vaccination awareness etc.

Medical support to the surrounding villages through advance life support ambulance, mobile health unit, port medical centre and mental health awareness activities.

Construction of check dams, pond deepening, community tree plantation, kitchen garden, safety & environment, maintenance of RO enabled water vending machines and village level electrical repair camps

Improving health & nutritional status of children, adolescents & mothers; Skill & entrepreneurship development followed by placement and formation of Women Self Help Groups.

Integrated livestock development, mobile vet clinic, fisheries as a livelihood, sustainable agriculture development programme and farmers producer company etc.

Supporting district administration and surrounding villages in Covid mitigation with need based medical supplies and equipment like oxygen concentrators, Covid vaccine awareness for Covid prevention, mask making and distribution, cyclone relief work and mental health awareness.

Outlook

The US and European economies are likely to remain under pressure and IMF has estimated the global growth at 2.8% wherein the advanced economies are expected to decline from 2.6% to 1.3%. The Exports from India to the US and Europe markets have been facing headwinds due to inflation. The Middle East and Far East markets are likely to provide growth opportunities for Indian exporters. The imports into India are expected to remain steady. Though China has opened up, its manufacturing is likely to face headwinds due to the slowdown of western economies. But with India reporting buoyant tax collections on the back of strong consumption growth and the macro parameters looking strong, India is expected to lead the global growth path. At the same time, if India has to increase its share in global trade, then the countrys exports need to become competitive in the fiercely competitive international market. In that context, along with the Government of India, the respective State Governments have an equally important role in providing necessary support to industries, facilitate seamless end to end logistics and remove inefficiencies in the system.

Human Resources/ Industrial Relations

Globally, all entities of AP Moller Maersk Group have to undergo an Employee Engagement Survey and all the Employees are encouraged to participate in the Survey. The survey is conducted in complete confidence by an external agency. The findings from those survey are shared with the concerned Manager for discussing with their respective teams. The idea is to encourage the employees to speak out their mind and try and make each of the entity a better place to work. APM Terminals Pipavav continues to achieve high scores and has maintained its position amongst the Top Quartile. This also is a testimony to a high level of engagement amongst the team members.

The Company has been certified as Great Place to Work for the fifth consecutive year by the Trust Index Employee Survey.

Changes in Key Financial Ratios compared to immediately previous financial year

Pursuant to the requirements under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)(Amendment) Regulations, 2018, the Company is required to provide details of significant changes i.e. change of over 25% or more compared to the previous year, in key financial ratios along with an explanation. The details are as follows:

(i) Debtors Turnover: Except the storage charges for dry bulk cargo, the Company receives its entire billing before the departure of the vessel. The storage income for dry bulk cargo is paid at the time of evacuation of the cargo, depending upon the number of days cargo has been stored at the Port. The Turnover is around 13.33 days for the year under review, a variance of less than -10%.

(ii) Inventory Turnover: The Company is engaged in the business of port services. The inventory maintained is for the Companys own consumption such as crane spares, fuel etc. The Company does not maintain any inventory for sale therefore, the Inventory Turnover ratio is not applicable

(iii) Interest Coverage Ratio: The Company is debt free and does not have any obligations towards interest payment. Therefore, the Interest Coverage Ratio is not applicable

(iv) Current Ratio: As mentioned in point no (i) above, the Company receives all its dues before the departure of vessel. The Company does not maintain any inventory for sale since it is engaged into providing port service. The Company does not have any outstanding debt so there is no current portion of long-term debt. Considering these points, the current ratio is about 3.53 for the period under review, a variance of about 5%

(v) Debt Equity Ratio: As mentioned in point no(iii) above, the Company is debt free. Therefore, the debt equity ratio is not applicable

(vi) Operating Profit Margin: The Operating Profit Margin for the year ended 31st March 2023 is at 54.76% as against 55.36% compared to the previous year. The decrease in Margin of about 0.59% is mainly on account of higher operating expenses.

(vii) Net Profit Margin: The Net Profit Margin for the year ended 31st March 2023 is at 31.89% as compared to 26.11% for the previous year. The increase in the Margin is mainly due to the company moving to the lower tax regime.

(viii) Return on Net Worth: The Return on Net Worth for the year ended 31st March 2023 at 14.07% is higher by over 47% compared to the previous year due to the reasons mentioned hereinabove.

Cautionary Statement

Certain statements found in the Management Discussion and Analysis may constitute "forward-looking statements" within the meaning of applicable Securities Laws and Regulations. These forward-looking statements involve known and unknown risks, uncertainties and other factors that are difficult to predict, and which may cause our actual results, performance or achievements to be different from any future results, performance and achievements expressed or implied by these statements.