Annual Report and
Audited Consolidated
Financial Statements
FOR THE YEAR ENDED
31 MARCH 2024
Company Definitions
For the purposes of these Financial Statements the following definitions and terms are used:
Further “Definitions and Glossary” are detailed in the Appendix C accompanying this report.
Company Taylor Maritime Investments Limited
Group Companies Subsidiaries of the Company
(including Grindrod subsidiaries)
Group or Combined Group The Company and Group Companies
Grindrod Grindrod Shipping Holdings Limited, a dual NASDAQ
and Johannesburg Stock Exchange listed shipping business
(NASDAQ: GRIN, JSE: GSH)
1
TMI Refers to the Company and its wholly owned subsidiaries
only; excludes Grindrod and its subsidiaries
TMI Fleet TMI fleet of vessels excluding the Grindrod fleet
Grindrod Fleet Grindrod fleet of vessels excluding the TMI fleet
Combined Fleet The combined TMI and Grindrod fleet
1
To be delisted from NASDAQ and JSE, see note 17 in the notes to these Financial Statements for further details.
Contents
COMPANY OVERVIEW 3
Company Highlights 4
Summary Information 7
Investment Policy 8
Our Business Model and Key Strategic Objectives 10
STRATEGIC REVIEW 15
Chairman’s Statement 16
Chief Executive Officer’s Statement 20
Market Review 24
Portfolio and Operational Review 28
Financial Review 30
Environmental, Social and Governance Review 34
Stakeholders Report 42
Statement of Principal and Emerging Risks 46
and Uncertainties
Going Concern and Viability Statement 51
GOVERNANCE 55
Board of Directors and Executive Team 56
Corporate Governance 62
Report of the Nomination and 69
Remuneration Committee
Report of the Audit, Risk 81
and Engagement Committee
Report of the ESG and Engagement Committee 87
Directors’ Report 90
Statement of Directors’ Responsibilities 93
Independent Auditor’s Report 94
FINANCIAL STATEMENTS 107
Consolidated Statement of Comprehensive Income 108
Consolidated Statement of Changes 109
in Shareholders’ Equity
Consolidated Statement of Financial Position 110
Consolidated Statement of Cash Flows 111
Notes to the Consolidated Financial Statements 112
ADDITIONAL INFORMATION 144
Management and Administration 144
Appendix A – Alternative Performance Measures 145
Appendix B – Combined Group Financial 149
Information, Look-Through Basis (non-IFRS)
Appendix C – Definitions and Glossary 155
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 20242
Company
Overview
3
Net Assets/
Net Asset Value
US$485,006,407
31 March 2023
US$566,114,300
Net Asset Value
Per Share
US$1.4802
31 March 2023
US$1.7144
(Loss)/Profit
(US$53,482,934)
31 March 2023
US$26,210,533
Share Price
at Year End
US$0.995 / £0.77
31 March 2023
US$1.12 / £0.90
Discount to Net
Asset Value
1
(32.8%)
31 March 2023
(34.7%)
Ongoing
Charges
2
1.6%
31 March 2023
1.1%
Total Net Asset
Value Return
1
(9.0%)
31 March 2023
4.7%
Company Highlights
COMPANY OVERVIEW
1
See “Alternative Performance Measures” on pages 145-148.
2
Ongoing Charges Ratio, calculated in accordance with the AIC guidance.
See Appendix A – Alternative Performance Measures on pages 145-148.
3
ThetotalmarketvalueoftheCombinedfleetincludesthemarketvalueof
theGrindrodfleetat100%,notadjustingfornon-controllinginterests.
4
SeeAppendixC–DefinitionsandGlossaryonpages 155-156.
Financial Highlights
for the year ended 31 March 2024
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 20244
The Company’s Net Asset Value (“NAV”) return per Ordinary
Share was -9.0%
1
for the year ended 31 March 2024 (31 March
2023: +4.7%).
The Company’s Ordinary Shares closed at a price of US$0.995
on 31 March 2024 (31 March 2023: US$1.12 per Ordinary Share).
The Company’s total share price return per Ordinary Share was
-4.0%
1
for the year ended 31 March 2024 (31 March 2023: -13.4%).
The average age of the Combined fleet is 10.3 years (31 March
2023: 10.0 years).
At 31 March 2024, the Combined fleet consisted of 39 vessels
(31 March 2023: 51 vessels) with a total market value of US$793
million
3
(31 March 2023: US$997 million). Of the 39 vessels,
29 are Handysize
4
vessels and 10 are Supramax/Ultramax
4
vessels including 3 chartered-in vessels with purchase options.
At 31 March 2024, the Grindrod investment amounted to
US$325 million held through Good Falkirk (MI) Limited (31
March 2023: US$362 million).
The Company declared dividends of 8.00 US cents per
Ordinary Share in the year ended 31 March 2024 (31 March
2023: 10.97 US cents). In addition, the Company declared
an interim dividend on 26 April 2024 of 2.00 US cents per
Ordinary Share in respect of the quarter ended 31 March
2024, which was paid on 31 May 2024.
For the year ended 31 March 2024, the Company made a loss
of US$53.5 million (31 March 2023: profit of US$26.2 million),
including losses from revaluation of assets of US$73.6 million
(31 March 2023: losses of US$6.4 million).
At 31 March 2024, on a non-IFRS look-through basis, the
Group’s debt
1
can be summarised as follows:
→ TMI outstanding debt was US$151.0 million (31 March 2023:
US$222.2 million), representing a debt-to-gross asset ratio
of 23.5%
1
(31 March 2023: 27.8%).
→ Combined Group outstanding debt was US$330.8 million
(31 March 2023: US$404.4 million), representing a debt-to-
gross assets ratio of 35.8% (31 March 2023: 37.6%).
Key Highlights
5
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 20246
Principal Activity
The Company was registered in Guernsey under the
Companies (Guernsey) Law, 2008 on 31 March 2021.
The Company’s registration number is 69031 and
it is regulated by the Guernsey Financial Services
Commission as a registered closed-ended collective
investment scheme pursuant to the Protection of
Investors (Bailiwick of Guernsey) Law, 2020, the
Registered Collective Investment Scheme Rules 2021 and
the Prospectus Rules 2021. The Company’s Ordinary
Shares were admitted to the premium listing segment
of the Official List of the UK Listing Authority and
began trading on the Main Market of the London Stock
Exchange (“LSE”) on 27 May 2021 (ticker TMI (USD).
TMIP (GBP)).
At 31 March 2024, the Company has a total of
330,215,878 Ordinary Shares in issue (31 March 2023:
330,215,878 Ordinary Shares), each with equal voting
rights. 327,652,420 Ordinary Shares are considered
outstanding shares in issue and 2,563,458 shares are
held within the TMI Employee Benefit Trust (the “TMI
EBT”) (31 March 2023: none) and are classified under
International Financial Reporting Standards (“IFRS”) as
“treasury shares”. These treasury shares maintain the
right to receive dividends and have equal voting rights.
Investment Objective
The Company’s investment objective is to provide
investors with an attractive level of regular, stable and
growing income and the potential for capital growth
through investing primarily in Geared Ships (Handysize
and Supramax/Ultramax types), usually employed, or to
be employed, on fixed period Charters.
The Company will target a Total NAV Return of 10% to
12% per annum (net of expenses and fees but excluding
any tax payable by Shareholders) over the medium to
long term.
Dividend Policy
The Company intends to pay dividends on a quarterly
basis with dividends declared in January, April, July and
October. The Company is targeting stable cash flow
generation with quarterly dividend payments of 2 US
cents (31 March 2023: 2 US cents) per Ordinary Share
representing an annual yield of 8 US cents per Ordinary
Share per annum (31 March 2023: 8 US cents), with the
intention to grow dividends.
Management
The Company is a self-managed investment entity led
by a Board of non-executive directors (the “Board” or
the ”Directors”) and a full time Executive Team (whose
details appear on pages 56 to 60).
The Executive Team of industry professionals led by
Edward Buttery have extensive experience in the dry
bulk shipping sector and are based in Guernsey, London
and Singapore.
Grindrod Accounting Treatment
TMI’s interest in Grindrod is held through the subsidiary
Good Falkirk (MI) Limited, and is recognised in the
Consolidated Statement of Financial Position as
“Financial assets at fair value through profit or loss
(“FVTPL”)”. The fair value movements associated with
the Grindrod investment are recognised as “Net gains or
losses on financial assets at FVTPL” in the consolidated
profit or loss.
Dividend income from Grindrod is either retained at the
Good Falkirk (MI) Limited level, or, if required, is paid
up through TMI and forms part of Dividend income
received by the Company from TMI Holdco Limited, see
Note 7. Further details of the accounting and valuation
policy for TMI’s investment in Grindrod can be found in
Notes 2 and 3.
COMPANY OVERVIEW
Summary Information
7
In order to achieve its investment objective, TMI will invest
in a diversified portfolio of vessels which will primarily be
second-hand, have historically demonstrated average
income yields in excess of the TMI’s target dividend yield
and are capable of being acquired at valuations that
are expected to be below long-term average prices or
depreciated replacement cost (“DRC”).
TMI holds its shipping assets through Special Purpose
Vehicles (“SPVs”) which are owned and controlled by the
Company and are held through an intermediate holding
company called TMI Holdco Limited (“Holdco”). The
Company may acquire vessels through asset purchases
(in which case the vessel will be transferred to an SPV)
or through the acquisition of the relevant vessel owning
SPV. The Company may, in exceptional circumstances,
also invest in vessels through joint ventures with other
parties or other non-wholly owned structures, although,
in such circumstances, the Company will seek, wherever
possible, to have a controlling interest.
The Company may also acquire interests (including
minority, majority and entire interests) in shipping
businesses and companies (“Target Companies”) whose
business includes the ownership of vessels provided
that no single such investment in a Target Company will
exceed (i) 30 per cent of Gross Asset Value in the case
of a minority investment and (ii) 40 per cent of Gross
Asset Value in the case of an investment that confers
majority or entire ownership and where such investment
exposure shall be reduced to a maximum of 30 per cent
of Gross Asset Value within 18 months of completion of
an acquisition of an investment interest that takes the
Company’s total exposure to such investment to more
than 30 per cent of Gross Asset Value. No single vessel in
the relevant Target Company’s portfolio of vessels shall
represent more than 20 per cent of Net Asset Value.
TMI pursues a balanced employment strategy, comprising
short-term charters (less than 6 months), medium-term
charters (more than 6 months) and long-term charters
(greater than a year) and benefits from staggered
renewals, with a view to flattening the income curve.
For more information, please visit
taylormaritimeinvestments.com
Investment Policy breach
On 28 October 2022, TMI shareholders approved
changes to the Company’s investment policy which were
primarily made to facilitate the Grindrod acquisition
which closed on 20 December 2022. One of the changes
was to introduce an investment restriction of up to 40%
of TMI’s Gross Asset Value for any single investment
that confers majority or entire ownership in a shipping
business or company, with such limit reducing to 30%
within 18 months.
On 19 June 2024, based on 31 March 2024 fair market
values, TMI’s investment in Grindrod was estimated to
represent 50% of TMI’s unaudited Gross Asset Value
1
.
As the Company has held less than 100% of the issued
share capital of Grindrod since the acquisition closed, it
has continued to hold its interest in Grindrod as a single
investment within TMI. The Company has not been in a
position to restructure the investment to fully integrate
it into TMI within the 18-month period referred to above,
and, accordingly the Company will not immediately be
able to comply with the 30% investment limit in respect
of its holding in Grindrod.
However, following the approval of the selective capital
reduction of Grindrod (“SCR”) by a requisite vote of
Grindrod’s shareholders voting at its extraordinary
general meeting on 20 June 2024 and following
approval from the High Court of the Republic of
Singapore received on 16 July 2024, the Company
anticipates that it will indirectly own 100% of the issued
share capital of Grindrod (which will subsequently
be delisted from each of the Nasdaq Global Select
Market and the Johannesburg Stock Exchange) and the
Company anticipates that it should be in a position to
further integrate Grindrod into TMI.
Following completion of the SCR, and as a part of the
above integration process, the Company will assess
the steps required to enable it to fully comply with the
limits set out in its investment policy. One option that the
Company is considering, which would be facilitated by
100% ownership, would be to collapse and reorganise
the existing Grindrod corporate structure. Following any
such restructuring the specific investment limits relevant
to the Company’s investment in Grindrod as a corporate
entity contained in the Company’s investment policy
should cease to be applicable, noting that the other
investment restrictions contained within the Company’s
investment policy (such as exposure to any single vessel)
would continue to apply and be adhered to.
COMPANY OVERVIEW
Investment Policy
1
Based on TMI’s Gross Asset Value at 31 March 2024.
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 20248
9
Our Business Model and
Key Strategic Objectives
COMPANY OVERVIEW
TheCompanywillrealiseitsinvestmentpolicybyapplying
itsbusinessmodelandthefollowingstrategicobjectives.
Our Unique Strengths (‘Inputs’) Our Business Model
Our Strategic
Objectives
Acquisition Strategy Income Strategy
S
u
p
p
o
r
t
i
n
g
t
h
e
p
i
l
l
a
r
s
o
f
g
l
o
b
a
l
t
r
a
d
e
Committed to
responsible stewardship
of assets and the
environment
High quality asset (vessel)
management by market
sector specialists
World-class, shipping
industry knowledge
Proven track-record and
competitive advantage through
extensive market network
Specialist in geared dry bulk sector
benefiting from diverse cargoes,
wide range of ports
Strong relationships with blue-chip
charterers including trading houses
and operators
Structural alignment with shareholders
through significant investment and
internalised management
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 202410
Opportunity to invest in shipping,
an essential pillar of global trade
A high-quality portfolio of
operational, income producing assets
Stable income and potential
for capital appreciation
Ability to crystallise profits
through a highly liquid sale and
purchase market
Investment management which
integrates ESG into all aspects of
the investment process
The Value We Create (‘Outputs’)
Sustainability Strategy Dividend Strategy Gearing Strategy
S
u
p
p
o
r
t
i
n
g
t
h
e
p
i
l
l
a
r
s
o
f
g
l
o
b
a
l
t
r
a
d
e
Negotiate competitive
charter rates with high
quality charterers
Long-term commitment to
a prudent capital structure;
RCF providing liquidity for
opportunistic acquisitions
Identify and secure
attractively priced,
predominantly second-hand
vessel acquisitions
11
Our strategic objectives and how we achieve them:
COMPANY OVERVIEW
Our Business Model and
Key Strategic Objectives
continued
Acquisition Strategy Income Strategy Sustainability Strategy Dividend Strategy Gearing Strategy
Strategic Objective
→ Using long standing industry
relationships invest in second hand
vessels at below long term average
prices or other target shipping
investments/businesses
→ Stabilising long-term income stream
by diversifying charter contracts
over different periods depending on
market conditions
→ Ensure long term sustainability of
the Combined fleet by incorporating
ESG factors into our Combined fleet
maintenance and renewal strategy
→ The Company plans to pay regular
quarterly dividends, with the
intention to increase the dividend
over time, subject to market
conditions
→ Commitment to a long term
ungeared / low-geared approach to
investing
What We Monitor
→ Multiple on Invested Capital (“MOIC”)
and Internal rate of return (“IRR”) on
ships sold
→ Underlying profitability of other
target shipping investments/
businesses
→ Average charter rates versus
benchmark
→ Daily breakeven rates
→ Number of covered days
→ Spread of charter counterparties
and ratings
→ Average age of the Combined fleet
→ Annual Efficiency Ratio (“AER”)
Ratings
→ Safety Statistics
→ Available liquidity
→ Resale value of vessels
→ Term Charter rates
→ Dividend cover
→ Debt as a percentage of gross assets
→ Compliance with debt covenants
→ Stress scenario modelling to ensure
repayment plans can be met
Taylor Maritime Investments Limited | Annual Report and Audited Consolidated Financial Statements 202412
Acquisition Strategy Income Strategy Sustainability Strategy Dividend Strategy Gearing Strategy
Strategic Objective
→ Using long standing industry
relationships invest in second hand
vessels at below long term average
prices or other target shipping
investments/businesses
→ Stabilising long-term income stream
by diversifying charter contracts
over different periods depending on
market conditions
→ Ensure long term sustainability of
the Combined fleet by incorporating
ESG factors into our Combined fleet
maintenance and renewal strategy
→ The Company plans to pay regular
quarterly dividends, with the
intention to increase the dividend
over time, subject to market
conditions
→ Commitment to a long term
ungeared / low-geared approach to
investing
What We Monitor
→ Multiple on Invested Capital (“MOIC”)
and Internal rate of return (“IRR”) on
ships sold
→ Underlying profitability of other
target shipping investments/
businesses
→ Average charter rates versus
benchmark
→ Daily breakeven rates
→ Number of covered days
→ Spread of charter counterparties
and ratings
→ Average age of the Combined fleet
→ Annual Efficiency Ratio (“AER”)
Ratings
→ Safety Statistics
→ Available liquidity
→ Resale value of vessels
→ Term Charter rates
→ Dividend cover
→ Debt as a percentage of gross assets
→ Compliance with debt covenants
→ Stress scenario modelling to ensure
repayment plans can be met
13
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202414
Strategic
Review
15
“Having secured a controlling stake in
Grindrod towards the end of the previous
year, our priorities this financial year have
been to integrate the investment and
deleverage the balance sheet through asset
sales. Substantial progress has been made in
the face of macro-economic headwinds.”
STRATEGIC REVIEW
Chairman’s Statement
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202416
Dear Shareholders,
On behalf of the Board I present
the Company’s Annual Report and
Audited Consolidated Financial
Statements for the financial year
from 1 April 2023 to 31 March 2024
(the “year”).
Having secured a controlling stake in Grindrod towards
the end of the previous year, our priorities this financial
year have been to integrate the investment and
deleverage the balance sheet through asset sales.
Substantial progress has been made in the face of
macro-economic headwinds. In April 2024, Grindrod
announced its proposal to carry out a Selective Capital
Reduction (“SCR”). We are pleased that shareholder
approval and approval from the High Court of the
Republic of Singapore have been received, and the
SCR is expected to become effective by the end of the
summer, increasing TMI ownership to 100%. This paves
the way for a return to a more simplified corporate
structure, which will enable the Group to reduce costs
by further integration and through the removal of some
corporate overheads such as listing expenses.
Macro Environment
It has been a challenging year from a macro
perspective, with high inflation and interest rates
resulting in slower global economic growth and weaker
demand. China’s exit from COVID was positive but not
as strong as anticipated. These factors contributed to a
weaker freight market, further impacted by unwinding
congestion in China. While interest rates are generally
seen to have peaked, it is not expected that there will be
any significant reduction in the short term. There is still
considerable uncertainty in the global economy and a
further deterioration in the Middle East situation could
destabilise markets.
Performance
Against this negative macro backdrop, TMI continued its
proactive strategy to protect the balance sheet through
reductions in debt and finance costs. This necessitated
the sale of a number of revenue generating assets,
leading to a drop in corresponding charter revenue
income. During the first half of the year, the effect was
compounded by a softening of market charter rates
and asset values. This trend reversed in the second
half with charter rates and values improving more or
less consistently from August. Notwithstanding the
above, the Combined Group’s charter performance was
superior to the relevant indices for the duration of year,
as explained further in the CEO’s Statement.
At 31 March 2024, the Company’s NAV was US$485.0
million and US$1.48 per Ordinary Share (31 March
2023: US$566.1 million or US$1.71 per Ordinary Share).
For the year ended 31 March 2024, the Company
made a loss of US$53.5 million (31 March 2023: profit
of US$26.2 million), including losses from revaluation
of assets of US$73.6 million (31 March 2023: losses of
US$6.4 million). On a look-through basis, the Group
generated a gross operating profit of US$12.6 million
before accounting for losses from the revaluation of
vessels amounting to US$64.6 million, resulting in a
total comprehensive loss of US$52.9 million
1
. The Total
NAV Return per Ordinary Share for the year was –9.0%
versus 4.7% for the year ended 31 March 2023.
The Company declared and paid four quarterly
dividends of 2.00 US cents per Ordinary Share to
shareholders, maintaining its dividend policy. The Board
acknowledges the importance of maintaining this
commitment, even though weaker charter rates caused
by slowing global economic growth have resulted in the
dividend being uncovered for this year. The Board has a
positive outlook on future cashflows and closely monitors
cashflow projections and is committed to maintaining
the dividend policy.
During the year, the Company’s share price decreased
from US$1.12 per Ordinary Share at 31 March 2023 to
US$0.995 per Ordinary Share at 31 March 2024.
1
See the “Financial Review” and “Appendix B” for further details.
17
Discount to NAV
At 31 March 2024, the Company’s shares traded
at a 33% discount to NAV. Over the last 12 months,
deleveraging the balance sheet and acquiring the
remaining shares in Grindrod have been priorities. The
Board believes that these actions will help to improve the
rating and will look carefully at further steps which might
be taken to reduce the discount. As at 19 July 2024, the
Company’s shares traded at a slightly narrower 30%
discount to the ex-dividend 31 March 2024 NAV.
Portfolio and Leverage
Since acquiring control of Grindrod, there have been
a total of twenty one external disposals across the
Combined fleet (including post-period sales and
excluding two vessels sold to Grindrod). TMI has
continued to pay down debt with US$108 million repaid
since the Grindrod transaction and US$71 million repaid
during the year. This has brought TMI leverage back
within its investment policy of below 25% debt to gross
assets. As a result of the divestments, in which the
disposal of older, less efficient and generally smaller
vessels was prioritised, the asset portfolio is now more
attractive as the Combined Group maintains a core,
modern fleet of Japanese-built geared bulk carriers.
Corporate Governance
During the year, I was appointed Chairman of the
Company which was confirmed by shareholders at the
Annual General Meeting (“AGM”) in September 2023.
Frank Dunne, who acted as Interim Chair, remains on
the Board as Senior Independent Director. I’m delighted
to welcome Charles Maltby, an experienced shipping
chief executive and former independent non-executive
director of Grindrod, who has joined the Board as
an independent non-executive director. In turn, I am
grateful to Helen Tveitan who stepped down from the
Board at the end of the year for sharing her expertise
and for her commitment while she served on the Board
and as Chair of the ESG and Engagement committee.
The Grindrod selective capital reduction was approved
by Grindrod’s minority shareholders on 20 June 2024
and by the High Court of the Republic of Singapore on
16 July 2024, and Grindrod is due to become a wholly-
owned subsidiary of the Company. The Directors of
Grindrod have therefore determined that the Boards
of TMI and Grindrod should be merged. Accordingly,
Chris Buttery and Frank Dunne have agreed that they
will not stand for re-election by shareholders at the
2024 AGM. On behalf of the Board, we are grateful for
the exceptional contributions that both individuals have
provided the Board during their tenure, notably Chris as
one of the Company’s founding directors and Frank for
his service as Interim Chair during an incredibly active
period for the Company and as Senior Independent
Director. We wish Chris and Frank the very best for
their future endeavours.
As part of our integration and following a thorough
vetting process, I am pleased to confirm that the current
Grindrod directors, Rebecca Brosnan and Gordon
French, have each confirmed their willingness to be
appointed to the TMI Board as independent non-
executive Directors. Their election will be proposed
to shareholders at the 2024 AGM and, if approved,
will take effect from that date. Biographical details of
Rebecca and Gordon are below, with further details to
accompany our notice of AGM to be published in early
August.
Rebecca Brosnan has over 20 years’ experience in
investment banking, financial markets and commodities
and is currently an IFC nominated director of City Bank,
a listed commercial bank in Bangladesh. She previously
served as CFO and Head of Strategy of Diginex, an
ESG and sustainability business and as Head of Asia
Commodities and Head of Strategy at the Hong Kong
Stock Exchange. She was appointed a non-executive
director of Grindrod in 2022.
Gordon French has extensive experience in investment
banking, having worked for the HSBC group for 33 years
and on his retirement in 2020 he was Head of Global
Banking and Markets for Asia-Pacific, based in Hong
Kong. He was appointed a non-executive director of
Grindrod in 2023.
STRATEGIC REVIEW
Chairman’s Statement
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202418
Sustainability and Decarbonisation
This year we began the process of aligning Grindrod’s
ESG strategy with TMI’s to ensure a unified approach
to both the challenges and opportunities we face in the
dry bulk industry. Key priorities have been the energy
efficiency of our vessel assets and seafarer wellbeing.
The Board has continued to work with the management
team to ensure the integration of ESG policies and
climate-related risks into investment decisions and
core business strategy. Our investment in Grindrod,
combined with select vessel divestments, has resulted in
an overall younger and relatively more energy-efficient
fleet.
In July 2023, the International Marine Organization
(“IMO”) revised the industry’s Greenhouse Gas (“GHG”)
strategy, setting a goal for international shipping to
achieve a net-zero target by 2050. This is a positive
change and is in line with TMI’s own target. With the
industry now focused on net zero, it is evident now,
more than ever, that addressing ESG-related risks and
opportunities is crucial for long-term business success. I
am confident that we are positioned to pursue an even
more robust ESG agenda going forward.
Outlook
The financial year has seen the Combined Group
face considerable headwinds and we’ve continued to
deleverage on the back of these challenging market
conditions. It is likely that the next move in interest rates
will be downward and should this happen, we believe it
will be positive for charter rates and asset values.
I would like to thank all of our stakeholders and my
fellow Directors for their support during this period,
and also to the Executive Team and to all the personnel
onboard and onshore who support our fleet for their
commitment.
Henry Strutt
Chairman
22 July 2024
19
“Overall, we are pleased that we have made
solid progress towards deleveraging the
balance sheet, completing integration of fleet
management and gaining 100% ownership of
Grindrod. The latter will simplify the structure
and management of the Group, enabling
us to further reduce costs and streamline
operations … It opens a clear new chapter
for the Company, one which I am enthusiastic
about, given our positive view of the medium-
term prospects for geared dry bulk.”
STRATEGIC REVIEW
Chief Executive
Officer’s Statement
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202420
Dear Shareholders,
I am pleased to present to you
the Company’s Annual Financial
Statements for the financial year
from 1 April 2023 to 31 March 2024
(the “year”).
Overall, a challenging, unfavourable economic backdrop
has contributed to a difficult set of results. In this context,
we focused on defending the balance sheet by repaying
debt, improving the fleet profile through an ambitious,
disciplined, and successful vessel sales strategy and
by integrating our investment in Grindrod. Post year
end, Grindrod also announced its proposed SCR and
I am pleased that following Grindrod shareholder
and approval from the High Court of the Republic of
Singapore, TMI is now set to own 100% of Grindrod.
Market
It was a year of two halves. The first saw a softening
of freight rates and asset values, unwinding of port
congestion in China, with ongoing inflation and higher
interest rates weakening global demand. From late
summer, there was an improvement in the supply
demand balance. The market has been relatively stable
post-year end albeit with asset values catching up with
freight rates. High newbuild prices, buyer liquidity and
positive forward sentiment continue to sustain firm asset
values. In the medium term, we see the possibility of a
return of more steady demand and ongoing low supply
growth. Existing and new environmental regulations
may further slow the fleet and continue to act as a
suppressant on new ordering. Despite some increase in
ordering this calendar year, slots at relevant shipyards
are largely unavailable until 2027-2028.
The freight market environment was weaker than the
previous year and the Company had fewer vessel revenue
days as a result of asset disposals over the year. That said,
the Combined Handysize fleet and Supra/Ultramax fleet
convincingly outperformed their benchmark indices
1
during the year by US$1,416 (15%) and US$2,549 (21%)
per day respectively.
As we look forward, we expect our revenue to improve
as supply and demand for dry bulk vessels remains
tightly balanced. The Combined fleet is 36% covered for
the balance of the 2024 calendar year and will benefit
from any increase in charter rates. On the supply side,
new vessel deliveries are expected to peak in 2024
before tapering off in 2025 and 2026, supporting a
healthy market. On the upside, there is potential for
existing and new environmental regulations to result in
higher fleet utilisation and accelerated fleet deletions.
We also remain very much focused on costs. This coming
financial year, we expect to benefit more fully from
past debt loan repayments efforts via a lower interest
burden and reduced amortisation. Taken together
with integration projects which have already been
implemented or which are in process, we are optimistic
that we will achieve competitive break-evens enhancing
future cashflow generation.
Debt
We see a strong balance sheet as critical to the
Combined Group’s resilience. We are pleased with the
progress made to reduce leverage and managing the
ongoing cost of debt
3
remains a priority. We repaid a
total of US$71.2 million of debt at TMI, ending the year
with a balance of US$151.0 million (31 March 2023:
US$222.2 million). On a Combined Group basis, (i.e.
including Grindrod’s debt) the balance was US$330.8
million (31 March 2023: US$404.4 million). During the
year, we refinanced both TMI and Grindrod’s debt. This
resulted in reduced costs and extended repayment
terms, also increasing available liquidity.
In the third and fourth quarters of the year, asset values
increased supporting an improved leverage profile. The
TMI debt-to-gross assets ratio was 23.5% at 31 March
2024 (31 March 2023: 27.8%) and on a Combined Group
basis it stood at 35.8% (31 March 2023: 37.6%). TMI’s
debt-to-gross assets ratio was below 25% at the year-
end in line with its investment policy. We continue to
focus on reducing the Combined Group’s leverage.
1
Since the Baltic Handysize Index (BHSI) is based on a 38k dwt type and the Baltic Supramax
Index (BSI) is based on a 58k dwt type, the Company uses adjusted BHSI and BSI Time
Charter Average (TCA) figures net of commissions and weighted according to average dwt
of the Group's combined Handysize and Supra/Ultramax fleets, respectively.
2
Cover refers to the number of fixed (i.e. contracted) days expressed as a percentage of
gross days for a specified period. Gross days calculated by multiplying the number of
calendar days by the number of vessels in the combined fleet.
3
See Appendix A – Alternative Performance Measures on pages 145-148.
21
Fleet
Our investment in Grindrod has allowed TMI to renew its
fleet, effectively replacing older, less-efficient Handysize
vessels with younger, larger Handysize or Supra/Ultramax
vessels. Since the Grindrod acquisition in December 2022,
TMI has been a disciplined seller of ships and, across TMI
and Grindrod, a total of twenty one ships (including post
period sales) have been divested. The sizeable number of
transactions is testament to the liquidity of the second-
hand market and also demonstrates the robustness of the
Group’s NAV given an average 3.2% discount to carrying
value across all of the disposals.
The Combined fleet stood at 39 vessels at the end of
the period (including one vessel held for sale and three
vessels with purchase options) with a market value of
US$793 million. The Combined fleet is homogenous,
exclusively Japanese built and of a high quality with
an average age of c.10 years and an average carrying
capacity of 41,000 deadweight tonnage (“dwt”) with
commensurate higher earnings power.
Grindrod
Throughout the year, we worked on realising efficiencies
and synergies through integration efforts in various
areas: creating dual roles across the Executive Teams
and through combining some central functions. In
the third quarter, as previously announced, Grindrod
acquired the external technical and commercial
managers for the TMI fleet, unifying fleet management
under one roof. This brought direct cost savings and
benefits of economies of scale.
In April 2024, Grindrod announced its proposal to
implement a Selective Capital Reduction which would
result in its minority shareholders receiving US$14.25 per
share in cash and enabling Grindrod to cancel all shares
not held by TMI, conferring 100% ownership to TMI. On
20 June 2024, the proposal was approved at Grindrod’s
EGM. Once effective, this will simplify TMI’s corporate
structure, and unlock a final set of corporate synergies
including Grindrod’s delisting from NASDAQ and JSE.
Environmental Performance
and Regulatory Compliance
The shipping industry is coming under increasing pressure
to decarbonise. This year we saw the announcement
of new regional decarbonisation regulations with the
inclusion of shipping in the EU Emissions Trading System
(“EU ETS”) from 1 January 2024, in addition to the IMO’s
Energy Efficient Existing Ship Index (“EEXI”) and Carbon
Intensity Index (“CII”) regulations introduced in 2023.
The Combined Group was well prepared to deal with
the new wave of regulation. Looking beyond regulatory
compliance, I am pleased with the progress we have
made on reducing our fleet carbon intensity, with a year-
on-year reduction of 4% on a TMI fleet basis and 7% on
a Combined fleet basis (measured by Annual Efficiency
Ratio (“AER”)). We will continue to invest in fleet efficiency
initiatives and keep abreast of the ever-evolving
technological landscape of our sector.
Our commitment to ESG is broader than the challenges
of emissions reduction. We have seen increasing
geopolitical tension with the Red Sea conflict and
direct attacks on cargo vessels. We monitor these
situations closely, with safety and operational excellence
remaining our top priority for seafarers employed
aboard our vessels, and colleagues ashore.
Outlook
We are optimistic about the long-term prospects for
our segment as geared ships fulfill an important role
in the global economy, carrying a diverse range of
necessity goods via a wide range of ports in emerging
and developed countries. In the short to medium term,
we are encouraged that freight rates started the 2024
calendar year higher than in 2023; typically, we expect
commodity demand to strengthen in the second half
(notwithstanding a softer summer period). Indeed, the
demand growth forecast for 2024 is strong at 5.2%.
Current projections for 2025 suggest an easing of
demand (assuming Red Sea disruption has receded by
the end of this year). Given the uncertainty around the
Red Sea situation, we could see continued strong bulker
demand. If expected interest rate reductions materialise
this should have positive impact on market sentiment
and increased demand for inventory rebuilding as
business confidence returns.
STRATEGIC REVIEW
Chief Executive
Officer’s Statement
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202422
Overall market downside is expected to be limited
given a prolonged period of slow fleet growth (around
or below 3% for the last seven years), the still relatively
modest orderbook (9% of fleet capacity) stretching
out to 2027 and 2028, elevated newbuilding prices
discouraging new orders and the potential for scrapping
with 10% of the Handy fleet and 5% of the Supra/Ultra
fleet now 25 years or older. As the industry focuses on
cutting its emissions, environmental policies will cap
effective supply with operating speeds continuing to
reduce and time taken to retrofit energy saving devices
removing older less efficient units from the active fleet.
Overall, we are pleased that we have made solid
progress towards deleveraging the balance sheet,
completing integration of fleet management and
gaining 100% ownership of Grindrod. The latter will
simplify the structure and management of the Group,
enabling us to further reduce costs and streamline
operations. This represents a logical conclusion to
the acquisition of the controlling stake in Grindrod in
December 2022. It opens a clear new chapter for the
Company, one which I am enthusiastic about, given
our positive view of the medium-term prospects for
geared dry bulk. I believe that our exceptional fleet
of Japanese-built Handy and Ultra/Supra dry bulk
carriers, enhanced by our ownership of Grindrod, is
well-positioned for the future given its strong earnings
potential, a competitive cost base and reducing leverage
with the opportunity for capital growth.
I would like to thank our Board, the Executive Team and
wider personnel including the seafarers who support
our Group’s activities. As ever, we are very grateful to
our shareholders who have continued to support the
Company this year. Having navigated a difficult period,
we expect to move forward as a fully integrated group,
delivering value to shareholders by maximising profits
through cost efficiencies and increased revenues. Our
focus is on creating long-term value for shareholders
and to set the stage for the Group to generate strong
investment returns in due course.
Edward Buttery
Chief Executive Officer
22 July 2024
23
STRATEGIC REVIEW
Market Review
Market Summary
Port congestion continued to unwind through the first
half of the period and in August congestion levels
reached their lowest levels since September 2016. This
gradual releasing of previously constrained supply
coincided with lingering demand headwinds in key
regions and softer-than-expected industrial activity in
China, placing significant pressure on charter rates. This
pressure began to release from early August with strong
corn and soybean exports from Brazil and drought-
related restrictions in the Panama Canal driving a swift
and sustained recovery in rates. From late November,
rates strengthened further as attacks targeting Red Sea
shipping and continued restrictions in the Panama Canal
forced some trade via longer, alternative routes tying
up ships for longer durations, increasing fleet utilisation.
Charter rates softened through the Chinese New Year
period but remained more stable than usual, relative
to previous years, owing to steady flows of grains from
Atlantic load areas and the disruptions in the Panama
Canal and the Red Sea which continue to provide
support for rates. The BHSI TCA and BSI TCA ended the
period at US$13,898 per day and US$14,638 per day,
respectively; c.98% and c.94% above their respective low
points for the period.
Asset values, while lagging charter rates, followed a
similar trajectory through the period, reaching a low
point in August, but improved significantly as market
conditions improved and forward sentiment remained
positive. By period end, the Clarksons’ benchmark for a
10-year-old 37k dwt Handysize vessel had increased by
c.21% and a 5-year-old 63.5k dwt Supra/Ultramax vessel
had increased by c.24% from their respective low points
in August, albeit with a portion of the uplifts attributable
to a redefinition of Clarksons’ new ‘eco’ ship design
and an increased vessel size for the Supra/Ultramax
benchmark
1
.
Baltic Handysize Index (BHSI)
Baltic Supramax Index (BSI)
2,500
2,000
1,500
1,000
500
0
-500
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
2020 2022
2024
2021
2023 5Y Average
4,000
3,500
3,000
2,500
2,000
1,500
1,000
500
0
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
2020 2022
2024
2021
2023 5Y Average
1
Clarksons reclassified their 5-year-old 63.5k dwt Supra/Ultramax (from 61k dwt) and
10-year-old 37k dwt Handysize benchmarks to ‘eco’ design basis in January 2024.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202424
Demand
1
→ Global GDP growth slowed slightly from 3.4% in 2022
to 3.2% in 2023, according to the IMF, and is expected
to grow at the same pace of 3.2% in both 2024 and
2025 with global inflation forecast to decline steadily
from 6.8% in 2023 to 5.9% in 2024 and 4.5% in 2025;
→ Dry bulk tonne-mile demand grew by 4.5% in 2023,
according to Clarksons, driven by a strong rebound in
coal and iron ore imports particularly into China. Dry
bulk tonne-mile demand is expected to slow in 2024,
albeit remain firm with 3.9% growth forecast and 0.9%
growth forecast in 2025;
→ The combined minor bulk and grain trade, the
principal cargoes of Handysize and Ultramax vessels,
grew by 2.9% in 2023 in tonne-mile terms according
to Clarksons, and is expected to accelerate in 2024 to
5.2% with support from firm grain volumes and global
macroeconomic improvements, although clear risks
remain;
→ Global seaborne grain trade has started 2024 on
an encouraging note, with Clarksons grain trade
indicator up by 8% y-o-y in the first quarter of
2024 amid firm Ukrainian and US exports. Overall,
Clarksons expect seaborne grain trade tonne-miles
to grow by 6.5% this year, supported by a rebound in
US exports after a soft end to 2023, though headwind
risks need monitoring;
→ Global seaborne minor bulk trade is projected to
grow by 4.9% in 2024 amid a rebound in industrial
trends as macroeconomic headwinds ease in key
economies (e.g. Europe, Japan), though clear risks
remain around elevated interest rates and uncertainty
around the Chinese property sector.
Grain and minor bulk trade
development (billion tonne miles)
Minor bulk and grain tonne-mile demand
vs geared bulker supply growth
20,000
15,000
10,000
5,000
0
2005 2007 2009 2011 2013 2015 2017 2019 2021 2023 2025
World Seaborne Grain Trade (including Soybeans)
World Seaborne Minor Bulk Trade
7.0%
6.0%
5.0%
4.0%
3.0%
2.0%
1.0%
0.0%
-1.0%
-2.0%
2018 2019 2020 2021 20232022 2024 2025
Geared Fleet Supply YoY%
2.5%
3.2%
3.2%
1.9%
2.9%
3.3%
4.1%
5.2%
3.8%
2.2%
-0.8%
2.9%
3.2%
3.0%
2.7%
4.5%
Minor Bulk + Grain
(tonne-miles) YoY%
1
Source: Clarksons Research July 2024.
25
STRATEGIC REVIEW
Market Review
continued
Fleet Supply
1
→ The combined geared dry bulk fleet was estimated to
have grown by 3.3% net in 2023 with the Handysize
segment growing by c.3.79m dwt net (3.2%) and the
Supra/Ultramax segment growing by c.7.77m dwt
net (3.4%); Recycling activity in 2023 and early 2024
remained limited, with firming market conditions
during the period and positive forward sentiment
so far offsetting the effects of new environmental
regulations on fleet renewal;
→ Global disruption from the impact of Panama
Canal transit restrictions and events in the Red Sea
contributed to positive tonne-mile demand growth as
significant tonnage was diverted on longer duration
voyages;
→ While there was an uptick in new ordering activity
during the period (Handysize and Supra/Ultramax
orderbooks currently c.9% and c.11% of the combined
fleet in dwt terms, respectively), these new orders are
not available for delivery until 2027 and early 2028;
→ Operating speeds of dry bulk vessels trended slower
during the period, down c.0.8% year on year, owing
to increased environmental regulatory pressures,
reducing effective supply.
Geared Dry Bulk New Orders Per Year
Supra/Ultramax Supply Development
Handysize Supply Development
800
700
600
500
400
300
200
100
0
2004
2024
2005
2006
2007
2008
2009
2010
2011
2012
2013
2014
2015
2016
Handysize
Supra/Ultramax
2017
2018
2019
2020
2021
2022
2023
10.0
8.0
6.0
4.0
2.0
0.0
-2.0
-4.0
-6.0
dwt m
2017 2018 2019 2020 2021 2022 2023 20252024
3.9%
2.5%
3.7%
3.6%
2.9%
3.1%
3.1%
3.4%
4.1%
4.0%
YoY%Demolitions
Deliveries
10.0
8.0
6.0
4.0
2.0
0.0
-2.0
-4.0
-6.0
dwt m
YoY%
2017 2018 2019 2020 2021 2022 2023 20252024
Demolitions
2.0%
2.6%
2.2%
1.7%
2.8%
3.3%
3.1%
3.2%
4.2%
3.6%
Deliveries
1
Source: Clarksons Research July 2024.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202426
Outlook
The strong conditions that prevailed in the lead
up to 2024 demonstrate the tight supply-demand
fundamentals facing the dry bulk market, particularly
for the geared dry bulk segment. Atlantic exports of key
commodities, notably grain, and the ongoing disruption
in the Red Sea and Panama Canal, which continues
to divert significant volumes to longer routes, have
provided significant support for both charter rates
and asset values. While the duration of Red Sea and
Panama Canal disruptions remains uncertain, Clarksons
anticipates that the increase in tonne-miles resulting
from rerouting will contribute to an overall stronger year
for bulk carrier markets. Additional support is likely to be
provided from slower operating speeds (down c.1% year-
on-year so far in 2024
2
) and downtime for the combined
fleet to retrofit energy saving devices. Meanwhile, a
modest delivery schedule and potential for increased
demolition activity, particularly for the aged geared dry
bulk segment, are expected to keep fleet growth fairly
limited by historical standards. These supply factors,
when combined with a diverse and resilient demand
base, provide grounds for a positive outlook on earnings
and values over the coming years.
Daily Dry Bulk Transits - Panama and
Suez Canals (14 Day Moving Average)
Average Dry Bulk Speed
1
Age Profile by Segment (No.)
1
Source: Clarksons Research July 2024.
2
Relates to 1 January 2024 to 27 June 2024 (Source: Clarksons Dry Bulk
Trade Outlook - Volume 30, No. 6, June 2024)
30
25
20
15
10
5
0
Apr 2023
May 2023
Jun 2023
Jul 2023
Aug 2023
Sep 2023
Oct 2023
Nov 2023
Dec 2023
Jan 2024
Feb 2024
Mar 2024
Jun 2024
Jul 2024
May 2024
Apr 2024
Dry bulk Suez Canal transits Dry bulk Panama Canal transits
2.0%
1.0%
0.0%
-1.0%
-2.0%
12.5
12.0
11.5
11.0
10.5
10.0
2012
2013
2014
2015
2016
2017
2018
2019
2020
2021
2024
2023
2022
Dry-bulk Av Speed YoY Change
Bulkcarrier Average Speed
T-on_Y % Change
Average Speed in Knots
40%
35%
30%
25%
20%
15%
10%
5%
0%
Handysize Supra/Ultramax Panamax Capesize
>25 Years
>20 Years
>15 Years
Orderbook
10.2%
16.1%
4.9%
4.7%
4.2%
17.5%
0.2%
27. 6%
12.7%
14.0%
25.7%
33.5%
7.1%
9.8%
12.5%
5.7%
27
STRATEGIC REVIEW
Portfolio and
Operational Review
Portfolio Summary
→ Through the period, TMI completed the sale of three
of the oldest vessels in the TMI fleet; a 2004 built 34k
dwt Handysize vessel, a 2007 built 33k dwt Handysize
vessel and a 2008 built 32k dwt Handysize vessel for
combined gross proceeds of US$28.7 million;
→ TMI also completed the sale of two ships to Grindrod:
a 2011 built 38k dwt Handysize vessel for gross
proceeds of US$15.0 million, which delivered in July
2023, and a 40k dwt Handysize newbuild vessel,
which delivered in February 2024, for gross proceeds
of US$33.75 million;
→ Post period, TMI agreed the sale of a 2008 built
33k dwt Handysize vessel for gross proceeds of
US$12.3 million, a 2012 built 28k dwt Handysize vessel
for gross proceeds of US$11.95 million and a 2024
built 40k dwt Handysize vessel for gross proceeds of
US$35.35 million;
→ At Grindrod, ten vessel sales completed during the
period which included the four remaining Chinese-
built vessels as well as the smallest vessel and one
of the oldest vessels of the Combined fleet. The ten
sales completed for combined proceeds of US$154.0
million;
→ The total disposals across the Combined fleet
since the Grindrod transaction in December 2022
amount to twenty one vessels averaging a discount
of 3.2% to carrying value (including the sales agreed
post period). The Combined fleet comprised 39
Japanese-built vessels at 31 March 2024, including 29
Handysize vessels
1
and 7 Supra/Ultramax vessels plus
3 chartered-in Supra/Ultramax vessels with purchase
options, with an attractive average age of 10.3 years
and a larger average carrying capacity of c.40k dwt,
with commensurate increased earnings capacity.
Ship type Number
of Vessels
Average Age DWT Portfolio
Weighting
(dwt)
Portfolio
Weighting
(at fair value)
TMI Handysize 19 12.8 years 635,800 40% 36%
Grindrod Handysize 10 9.7 years 352,500 22% 25%
Grindrod Supra/Ultra 7 6.5 years 420,300 26% 27%
Grindrod Chartered-in
2
3 5.4 years 185,700 12% 12%
Total 39 10.3 years 1,594,300 100% 100%
The Combined Fleet List – Delivered Vessels as at 31 March 2024
1
Including one vessel held for sale.
2
Excludes four chartered-in vessels without purchase options.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202428
Employment and Operations
1
→ The Combined fleet’s time charter equivalent (“TCE”)
was US$11,864 per day for the year ended 31 March
2024 with the Handysize fleet and the Supramax/
Ultramax fleet outperforming their respective indices
2
by c.US$1,416 per day (15%) and c.US$2,549 per day
(21%), respectively;
→ The average time charter rate net of commissions
for the Combined fleet was US$13,132 per day at
31 March 2024, compared to US$15,296 per day
at 31 March 2023.
→ At the time of writing, the Combined fleet has 36% of
remaining fleet days covered for the 2024 calendar
year at an average TCE of US$14,124 per day.
1
All chart data at 31 March 2024.
2
Since the Baltic Handysize Index (BHSI) is based on a 38k dwt type and the Baltic Supramax Index (BSI) is based on a 58k dwt type, the Company
uses adjusted BHSI and BSI Time Charter Average (TCA) figures net of commissions and weighted according to average dwt of the Group’s
combined Handysize and Supra/Ultramax fleets, respectively.
Actual TCE per day at 31 March 2024
Trading Location
Vessels by Charterer
Forward Coverage year ending 31 March 2025
Less than US$9,000
US$9,000 - US$12,000
US$12,000 - US$15,000
US$15,000 - US$18,000
US$18,000 - US$21,000
US$21,000 and above
9
%
7
%
7
%
14
%
26
%
37
%
57
%
43
%
Atlantic
Pacific
Charterers
1 vessel
Charterers
2 vessels
14
%
86
%
66
%
34
%
Covered
Uncovered
29
STRATEGIC REVIEW
Financial Review
Investment Performance
Net Asset Value (“NAV”) performance
NAV per ordinary share decreased by c.14% from US$1.7144 at 31 March 2023 to US$1.4802 at 31 March 2024, after
dividends paid of US$26.4 million. The main driver of NAV performance, accounting for c.68% of the decrease in
NAV, was a decrease in fair value of the underlying investments of approximately US$54.9 million, resulting from
softer asset values given a weaker charter market during the first half of the year.
In terms of underlying assets, the Combined fleet consisted of the following:
31 March 2024 31 March 2023
Number
of Vessels
Market value
(US$m)
Number
of Vessels
Market value
(US$m)
TMI fleet 19 290 23 373
Grindrod fleet
1
20 503 28 624
Total combined fleet 39 793 51 997
1
Inclusive of total market value of Grindrod fleet (including three chartered in vessels with purchase options), not just the Group’s 82.3% (31 March 2023: 83.2%) stake.
2
See Appendix A - Alternative Performance Measures on pages 145 to 148.
Dividends
Total dividends paid were as follows:
Year ended Dividends paid
(US$m)
Dividend per Share
(US cents)
Dividend cover
2
31 March 2024 26.4 8.00 -0.1x
31 March 2023 36.2 10.97 2.6x
For the year ended 31 March 2024, the Company paid
dividends on a quarterly basis declared in January, April,
July and October, at a rate of 2 US cents per Ordinary
Share in line with our dividend policy and annual
dividend yield target of 8 US cents per Ordinary Share.
For the year ended 31 March 2023, in the first quarter of
the financial year the Company paid a dividend of 4.97
US cents per Ordinary Share, which incorporated a
special dividend of 3.22 US cents per Ordinary Share.
Subsequently, the Company paid quarterly dividends of
2 US cent per Ordinary Share for the final three quarters
in line with our dividend policy.
On 26 April 2024, the Company declared an interim
dividend of 2 US cents per Ordinary Share for the
quarter ended 31 March 2024, the total dividend of
US$6.6 million was paid on 31 May 2024.
This year, our dividend cover ratio experienced a
reduction, decreasing from 2.6x the previous year to
-0.1x. This decline can primarily be attributed to the
turbulent conditions in the global shipping market
during the year, see the “Market Review” section, which
have adversely impacted our charter rates and overall
financial performance. Looking ahead, we anticipate an
improvement in our dividend cover ratio in the coming
year. This optimism is supported by forecasts of market
recovery and bolstered by our ongoing commitment to
reducing debt and maximising cost synergies across the
Combined Group.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202430
Ongoing Charges Ratio (“OCR”)
1
The Company’s annualised OCR for the year ended 31
March 2024 was 1.6% (31 March 2023: 1.1%). The increase
in OCR from 1.1% for the year ended 31 March 2023 to
1.6% for the year ended 31 March 2024 was primarily
due to a decrease in NAV during the year, as well as a
15% increase in recurring expenses.
Financial Performance
For the year ended 31 March 2024, the Company
made a loss of US$53.5 million (31 March 2023:
profit of US$26.2 million). The financial results of the
Company for the year prepared in accordance with
IFRS are presented in its Consolidated Statement of
Comprehensive Income on page 108 of this report.
On a non-IFRS look-through basis, the Combined Group
generated a gross operating profit of US$12.6 million
before accounting for losses from the revaluation
vessels amounting to US$64.6 million, resulting in a total
comprehensive loss of US$52.9 million. To assist users of
the accounts in understanding the performance of the
Company for the year ended 31 March 2024 in more
detail, additional financial information for the Combined
Group has been presented in Appendix B on page 151 on
a non-IFRS look-through basis.
Financing
We remain committed to a financially prudent approach
to gearing, maintaining credit facilities (“RCF”) of
US$167.6 million, which includes an accordion facility
that may increase the amount by up to US$60 million, to
support downside risk and selective growth investment
opportunities. The Combined Group’s financing activities
during the financial year can be summarised as follows:
→ On 21 September 2023, TMI entered into an
agreement to replace its existing RCF and Acquisition
Facility (in relation to the Grindrod transaction)
with a new secured senior RCF for US$167.6 million
(that may be increased by up to US$60 million) with
Nordea Bank Abp, Filial i Norge and Skandinaviska
Enskilda Banken AB. Additionally, Good Falkirk (MI)
Limited entered into a separate RCF for up to US$25
million with Nordea Bank Abp, Filial i Norge, intended
for general corporate and working capital purposes.
This additional facility remained undrawn at the year-
end.
→ During the year ended 31 March 2024, TMI repaid a
total of US$71.2 million of debt .
→ TMI’s debt-to-gross assets ratio
1
as at 31 March 2024
was 23.5%
1
(31 March 2023: 27.8%). TMI’s outstanding
debt was US$151.0 million as at 31 March 2024.
→ The Combined Group debt-to-gross assets ratio
was 35.8%
1
at 31 March 2024 (31 March 2023: 37.6%).
Outstanding Combined Group debt at 31 March 2024
was US$330.8 million (31 March 2023: 404.4 million).
NAV Valuation
NAV per Ordinary Share decreased from US$1.71
at 31March 2023 to US$1.48 at 31 March 2024 with
US$0.01 contributed from TMI’s operating profit for the
year ended 31 March 2024, in addition to (US$0.16) from
TMI’s fair value loss and (US$0.08) of dividend paid
during the year. Total NAV return was -9.0% for the year,
mainly due to decrease in vessel values. Breakdowns
of the key elements of the NAV performance are as
follows:
1
See Appendix A – Alternative Performance Measures on pages 145 - 148.
31
STRATEGIC REVIEW
Financial Review
continued
NAV per Ordinary Share bridge from 1 April 2023 to 31 March 2024
NAV 01/04/2023 Operating profit for the Period¹ Fair Value Loss² Dividend Paid NAV 31/03/2024
US$1.71
US$0.01
US$1.48
US$(0.16)
US$(0.08)
TMI NAV Components at 31 March 2024
FMV – TMI fleet FMV – Grindrod Debt – TMI
3
Net Current Assets – TMI NAV 31/03/2024
US$290m
US$0.88
US$325m
US$0.99
US$485m
US$1.48
(US$149m)
(US$0.45)
US$20m
US$0.06
1
Operating Profit for the Period comprises operating profit of TMI, TMI Holdco & SPVs (excluding Grindrod subsidiaries) and excluding Fair Value Loss.
2
Fair Value Loss comprises changes in fair value of TMI fleet and TMI’s investment in Grindrod.
3
Debt - TMI is net of loan financing fee.
The TMI NAV is made up of the following key
components:
→ The fair market value of the TMI fleet amounted to
US$290.0 million as at 31 March 2024 (31 March 2023
US$372.8 million).
→ The fair market value of TMI’s investment in Grindrod
amounted to US$324.7 million as at 31 March 2024
(31March 2023 US$362.4 million).
→ The carrying value of the TMI’s debt
3
amounted to
US$149.4 million as at 31 March 2024 (31 March 2023
US$217.9 million).
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202432
33
STRATEGIC REVIEW
Environmental, Social
and Governance Review
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202434
Introduction
During the year, the TMI’s Environmental Social and
Governance (“ESG”) strategy and objectives were set
and monitored by the ESG and Engagement Committee
which reported to the Board. Following Helen Tveitan’s
retirement from the Board on 31 March 2024, it was
decided that the ESG and Engagement Committee
would be discontinued and a new management-led
ESG Steering Group has been established, with Charles
Maltby acting as the Board’s nominated individual for
ESG matters and to continue the oversight function
previously performed by the ESG and Engagement
Committee. Changes also included the re-allocation
of duties to, and the renaming of, the Risk and Audit
Committee, now the Audit, Risk and Engagement
Committee. Further details are contained in the
Governance Report on pages 62-68.
The Executive Team works with the Technical Manager,
Commercial Manager, Grindrod and other key
stakeholders to progress the TMI’s decarbonisation
priorities and other critical environmental, social and
governance objectives.
Whilst TMI works proactively throughout the year on
all elements of its ESG strategy, TMI’s approach is
underpinned by six key priorities, against which KPIs are
measured and progress tracked.
Further details of TMI’s ESG initiatives
and progress can be found in the annual ESG
report, available on the Company’s website:
www.taylormaritimeinvestments.com. This report
includes disclosure of TMI’s scope 1, 2 and 3 greenhouse
gas emissions and broader ESG disclosure which
considers the guidance from the Task Force on
Climate-related Disclosure (“TCFD”), the Sustainability
Accounting Standard Board (“SASB”) and the Global
Reporting Initiative (“GRI”).
1
Responsible
Investment
2
Climate Change
and Environmental
Management
3
Onshore and
at Sea Safety
4
Compliance
and Conduct
5
Community and
Employee Engagement
6
Strong Corporate
Governance
35
ESG Policy Alignment and
Governance with Grindrod
After securing a controlling stake in Grindrod in
December 2022, TMI has been working closely with
the Grindrod Board to align the ESG strategies and
approaches of both companies. This includes alignment
on company policies, climate risk management,
decarbonisation initiatives, seafarer and employee
wellbeing, as well as the formation of an internal joint
steering committee with representatives from both TMI
and Grindrod.
Revised IMO GHG Strategy 2023
In July 2023, the IMO adopted a more ambitious GHG
strategy for the international shipping industry. This was
a significant milestone whereby the industry’s absolute
emissions target was adjusted to net-zero by 2050. The
IMO also released interim targets for 2030 and 2040.
These new targets are now fully aligned with the TMI’s
own net-zero target by 2050.
It is expected that the IMO will release a basket of short-
term and medium-term measures (both technical and
financial) by the end of 2025, in order to achieve these
targets. These are expected to enter into force by 2027.
STRATEGIC REVIEW
Environmental, Social
and Governance Review
continued
IMO 2018 Strategy IMO 2023 Strategy
Carbon intensity Absolute emissions Carbon intensity Absolute emissions
2030 40% reduction - 40% reduction 20% reduction
(striving for 30%)
2040 - - - 70% reduction
(striving for 80%)
2050 70% reduction 50% reduction - Net-zero
2100 Latest - Full fleet
decarbonisation
- -
Progress on the Combined Group’s ESG
Priorities Throughout the Period:
1. Responsible Investment:
Investment in Grindrod
Grindrod owns and operates a modern, diversified
fleet of dry-bulk vessels, entirely Japanese-built and of
relatively energy efficient design. The Grindrod fleet is
highly complementary to TMI’s fleet and improves the
overall environmental performance of the Combined
Group. Grindrod’s larger Supramax and Ultramax
vessels have lower carbon intensities, on both an
Energy Efficiency Operating Indicator (“EEOI”) and
Annual Efficiency Ratio (“AER”) basis, due to their
larger carrying capacity. This has improved the overall
emissions profile (as measured by fuel consumption per
dwt) of the Combined fleet.
Divestment of Less Efficient Vessels in the Portfolio
During the period, the Combined Group completed
thirteen asset disposals, selected primarily based on
their age profile and less favourable environmental
credentials. These divestments, alongside investment
in fleet efficiency measures, contributed to the overall
improvement year-on-year in the carbon intensity of the
Combined fleet by 7%, as per the AER metric.
2. Climate Change and
Environmental Management:
The Combined Group aims to achieve a long-term
target of running a zero-emission fleet by 2050 and
is a signatory to the Getting to Zero Coalition’s “Call
to Action for Shipping Decarbonisation”. Whilst the
Combined Group evaluates low-carbon fuels and their
commercial viability, it is simultaneously looking at the
existing fleet; how to improve fuel efficiency and lower
carbon intensity.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202436
Progress on Carbon Intensity Targets
The Combined Group has a medium-term target of
reducing carbon intensity by 40% by 2030, compared to
a 2008 baseline, in line with IMO targets. The emissions
intensity of the TMI fleet, as measured by AER, for the
year ended 31 March 2024 improved by 4%. This was
primarily driven by the divestment of less-efficient
vessels, installation of energy saving devices and other
operational efficiency initiatives. EEOI is more of an
operational metric and is heavily influenced by the
utilisation of cargo carrying capacity of each vessel. For
both the EEOI and AER TMI has limited influence over
the voyage parameters or cargo carriage element, as
the TMI’s vessels are operated under a time-charter
model. Therefore, TMI is only able to influence the
EEOI and AER metrics from a technical point of view
e.g. vessel/engine selection and fitting of energy saving
devices (“ESDs”).
TMI
Year ended
31March
2022
TMI
Year ended
31March
2023
TMI
Year ended
31March
2024
TMI Y-o-Y
improvement
Combined
fleet
Year ended
31March
2023
Combined
fleet
Year ended
31March
2024
Combined
fleet
Y-o-Y
improvement
EEOI 11.96 12.25
1
12.16 +1% 10.90
2
10.12 +7%
AER 7.23 7.08 6.79 +4% 6.35 5.92 +7%
1
The 2023 EEOI figure has been re-stated due to an error in cargo data recorded.
2
Combined EEOI figure restated to reflect change in the 2023 TMI figure.
3
New build excluded from data as only delivered in February 2024 and annual data not available. Also excludes the 3 chartered-in vessels.
AER is measured as per the CII (“Carbon Intensity
Index”) regulation which came into effect on 1st January
2023, whereby vessels are given a rating between A-E,
on an annual basis, as a measure of their efficiency.
In the 2023 calendar year, 97% of the Combined fleet
performed within the compliance range (A-C). Vessels
with a “D” and an” E” rating for three consecutive years
must submit a corrective plan to demonstrate how
the required index (C or above) can be achieved. The
Combined Group aims to achieve at least a “C” average
fleet CII rating every year.
TMI fleet Grindrod
fleet
3
Combined
fleet %
A 3 9 34%
B 12 5 49%
C 3 2 14%
D 1 0 3%
E 0 0 0%
* Table displays number of vessels (vessels which have been sold
prior to 31 March 2024 have been excluded).
Fleet-wide Energy Efficiency Initiatives
Together with the Combined Group’s commercial
and technical managers, the Combined Group
continues to roll out a comprehensive fleet efficiency
programme to improve vessel fuel efficiency, primarily
focused on retrofits at scheduled maintenance events.
These technical enhancements will increase the fuel
efficiency of the fleet and improve EEXI and CII overall
performance.
At the year end, 85% of the total TMI fleet have at
least three ESDs installed, with a combined annual fuel
saving potential of ~10% per vessel. These ESDs include
propeller boss cap fins, high performance paints, LED
lighting, pre-swirl ducts and fuel efficiency monitoring
systems.
Grindrod has also adopted the use of energy-efficiency
technologies, fitting ESDs across the Grindrod fleet
to increase fuel consumption efficiency, including the
installation of variable frequency drives, fins, rudder
bulbs and ducts.
Recently, the Combined Group has evaluated the use of
propeller graphene paint which has the potential saving
impact of 3-4% (according to manufacturer estimates)
and intends to roll this out on select vessels.
37
STRATEGIC REVIEW
Environmental, Social
and Governance Review
continued
Use of Biofuels Onboard
The use of biofuel is one of the interim steps identified by
the Combined Group in achieving a long-term target of
operating a net-zero fleet by 2050.
One biofuel trial has been completed onboard a Group
vessel so far, in collaboration with a key customer.
The positive results of the biofuel powered voyage are
promising in terms of biofuel serving as a viable interim
fuel.
The Combined Group actively looks to perform further
trials and increase the use of biofuel on voyages where
possible.
Other Environmental Initiatives
→ Slow steaming: installation of Engine Power Limiters
on certain vessels, as well as self-prescribed speed
capping.
→ Phasing out of single use plastics onboard: a ‘Plastics
Free’ campaign has been rolled out across the
Combined fleet, with mineralised water fountains
and reusable water bottles successfully installed and
distributed fleet-wide, saving 15,000 plastic bottles
from being used and disposed of onboard monthly.
→ Ballast Water Management: at the end of the period,
100% of the Combined fleet featured Ballast Water
Treatment Systems fitted, in compliance with the
International Ballast Water Management Convention,
aimed at conserving marine biodiversity.
→ Vessel emissions measurements: daily monitoring
of fleet emissions including CO2, NOx and SOx
emissions.
Engagement with Decarbonisation
Technology Providers
The Combined Group continues to engage with
industry technology developers of promising low/zero
carbon technologies and fuels, such as charterers
utilising biofuels, carbon capture technology and wind
propulsion technology providers.
3. Onshore and at Sea Safety:
Safety Procedures
In collaboration with the Combined Group’s technical
managers, the Combined Group has created a strong
safety culture both onshore and offshore. The Combined
Group’s technical managers have implemented a
collection of safety procedures, policies, and protocols
on-board vessels, helping the crew mitigate the daily
risks faced during vessel operations. Vessel safety
performance is monitored by collecting and tracking
performance against a comprehensive list of industry
KPIs and ensuring that any significant incidents are
reported upon with follow-up actions taken.
Security at Sea
Seafarers of the dry bulk shipping industry are required
to call a wide-range of ports around the globe,
some of which are located remotely, as they deliver
much-needed cargoes to support the livelihood of
local communities. Alongside the Combined Group’s
commercial and technical managers, vessel positions
are closely monitored to ensure the necessary security
steps are taken if vessels enter high-risk waters or ports
(e.g. due to the increased threat of piracy, thieves or
similar hostile activity that places the safety of our
vessels or risk disrupting operations). In higher risk
jurisdictions, the Combined Group’s managers take
extra precautions when a vessel is in transit, such as
crew safety briefings before entering high-risk ports,
enhanced around-the-clock deck inspections, anti-
piracy equipment, and war risk insurance cover.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202438
4. Community and Employee Engagement
Seafarer Welfare and Mental Health
The Combined Group is focused on the physical and
mental wellbeing of seafarers onboard Combined
Group vessels. The Combined Group offers seafarers
24/7 access to a remote/telephone medical assistance
for seafarers at sea, providing immediate independent
and professional medical advice. This service is
widely used across the Combined fleet and is free
to all seafarers onboard Combined Group’s vessels.
The Combined Group has an ongoing programme of
upgrading and enhancing accommodation and welfare
facilities onboard. Furthermore, the Combined Group’s
technical manager has recently trialled a new remote
medical service provider, assessing seafarers’ mental
and physical health on an ongoing basis, giving options
to receive medical and psychological support.
Cadet Training Programmes
In collaboration with the Combined Group’s technical
manager, the Combined Group has sponsored trainee
cadets onboard the Combined Group’s vessels as part of
their cadet training programmes, giving junior seafarers
the opportunity to gain valuable experience and training
onboard. Throughout the period, 18 cadets joined
Combined Group vessels, with more expected to join in
the following year.
Community Support
The Combined Group has allocated an annual welfare
budget per annum, dedicated towards supporting
causes that align with the Combined Group’s values
and operations. This includes supporting local welfare
initiatives, seafarer wellbeing and maritime ecosystem
conservation. During the period, the Combined Group
and certain key service providers engaged in several
meaningful initiatives such as a beach clean-up in
Durban, support to the Durban Girls College, the
National Sea Rescue Institute in South Africa, as well
as support to a local Vietnamese community, an area
from which several of the seafarers onboard Combined
Group vessels come from.
5. Compliance and Conduct
Environmental Regulations Compliance
2023 brought a new phase of environmental regulations
designed to deliver the industry’s decarbonisation
targets. Together with the Combined Group’s
Commercial and Technical managers, the Combined
Group has analysed the impact of the new EEXI and
CII regulations on the fleet, shore-side teams and
existing internal systems and processes. The Combined
Group proactively took the necessary steps to meet or
exceed compliance through a combination of technical
enhancements and operations measures across the
Combined fleet. Both the TMI and Grindrod fleets are
now 100% compliant with the EEXI regulation and in the
first year of the CII regulation, achieved a Combined
fleet average of a “C” and above.
From 1 January 2024, the European Union Emissions
Trading System (“EU ETS”) came into force; a regional
compliance cap and trade carbon emissions scheme.
Under the EU ETS, Combined Group vessels are liable
to surrender allowances in line with carbon emissions
emitted within EU waters. The Combined Group’s
Technical and Commercial Managers made the
necessary preparations, including insertion of relevant
clauses into Charter Parties outlining Charterers
responsibilities, preparation of independently verified
voyage emission statements, as well as the purchase
of European Union Allowances (“EUA”) on applicable
voyages.
The Combined Group is now preparing for the upcoming
Fuel EU Maritime regulation, coming into force on 1
January 2025. This regulation is aimed at driving the
gradual uptake of low-carbon fuels for all vessels
trading in and out of the EU.
39
Sanctions Compliance
The Combined Group monitors the sanction regimes
enacted by the UK, EU, US and the UN. Both the
Combined Group and its service providers adhere to
strict policies, ensuring that no business is conducted
with sanctioned parties. The Combined Group works
closely with its Commercial Manager to ensure charter
counterparties exclude sanctioned parties.
6. Strong Corporate Governance
Robust governance is embedded in the Company’s
constitution as a Guernsey investment company
listed on the Premium Segment of the London Stock
Exchange. ESG is integral to the Combined Group’s
central governance framework. The TMI’s ESG strategy
is overseen by the Board, together with the ESG
Steering Group (previously by the ESG and Engagement
Committee).
Further details on the TMI’s governance can be found in
the Governance section of this report (pages 62-68) and
TMI’s latest ESG report.
The Combined Group takes a zero-tolerance approach
to bribery and corruption, in adherence to the UK Anti-
Bribery Act 2010. A key component of this approach
is the Combined Group’s Commercial Manager’s
membership of the Maritime Anti-Corruption Network,
leading industry efforts to enforce zero tolerance
for facilitation payments and corrupt practices.
The network of over 165 shipping companies works
collectively towards ending maritime corruption and
fostering fair trade.
During the period, the Combined Group revised its AML
and Sanctions policy and standard operating procedure,
including the full integration of the procedure between
TMI and Grindrod. 92% of the workforce have now
completed training on the procedure.
Group Policies
The Board has established a comprehensive set of
policies concerning the Company’s governance,
to ensure strong corporate ethics and sensible
business values. TMI conducts a substantial part of its
business through key service providers; hence these
service providers have been requested to confirm
their own policies and procedures, which are then
crosschecked with the TMI’s. Policies include anti-
bribery and corruption, code of ethics, modern slavery,
whistleblowing, sanctioned and high-risk jurisdictions,
conflict of interest, prevention of tax evasion, diversity
and inclusion and end-of-life vessel recycling policy.
All TMI policies have been approved by the Board and
are reviewed on an annual basis to ensure they remain
relevant in the context of TMI and the regulatory
environments in which it operates.
STRATEGIC REVIEW
Environmental, Social
and Governance Review
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202440
41
Stakeholder Group Engagement and Key Outputs Engagement Channel
Shareholders/
Investors
Representatives of the Board, the Corporate Broker and
the Executive Team hold meetings and regularly engage
with our investors on the robustness of our strategy, our
ESG priorities and other aspects of our performance.
Two-way communication with investors provides
an opportunity for the Board and Management to
understand investor sentiment and priorities and, in
turn, provides investors with comfort over the Board's
stewardship of their capital.
Maintaining close engagement with our investors is of
paramount importance to us. Their feedback regarding
performance expectations, dividend policies and ESG
strategies are all carefully considered as part of the
Board's decision-making process.
Shareholders also have the opportunity to engage with
the Board directly the Annual General Meeting (“AGM”)
each year, or through the Corporate Broker as part of the
Board’s ongoing investor engagement programme.
→ Annual, Interim and
Quarterly reporting
→ Annual General Meetings
(“AGM”)
→ Individual investor and
analyst meeting/calls
→ Press releases and
quarterly factsheets
→ Website updates
→ Corporate Broker, Senior
Independent Director,
Company Secretary
STRATEGIC REVIEW
Stakeholders Report
Section 172
Whilst directly applicable to companies incorporated
in the UK, the Board recognises the intention of the
AIC Code that matters set out in section 172 of the UK
Companies Act, 2006 are reported. The Board strives
to understand the views of the Combined Group’s key
stakeholders and to take these into consideration as
part of its discussions and decision-making process.
Whilst the primary duty of the Directors is owed to
the Company as a whole, all Board discussions involve
careful consideration of the longer-term consequences
of any decisions and their implications for stakeholders.
Particular consideration is given to the continued
alignment of interests between the activities of the
Company and those that contribute to delivering the
Board’s strategy, which include the Executive Team,
Combined Group employees, the Company Secretary,
recipients of the Company’s capital and providers of
long-term debt finance.
Engagement with Stakeholders
The Board of Directors recognise their individual and
collective duty to act in good faith and in a way that is
most likely to promote the success of the Company for
the benefit of its members as a whole, whilst also having
regard, amongst other matters, to the Company’s
key stakeholders and the likely consequences of any
decisions taken during the year.
Below we have identified our principal stakeholder
groups, how we engage with these stakeholders, the
outcome of these engagements and how this impacts
our Combined Group strategy and performance,
operational matters, financing strategy, dividend policy
and our ESG strategy.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202442
Stakeholder Group Engagement and Key Outputs Engagement Channel
Service Providers We work closely with our service providers, including
our commercial and technical managers, inputting into
ESG projects, vessel decarbonisation strategy and
environmental policy compliance and overall smooth
operations of the Combined fleet.
Our joint ‘ESG Taskforce’ provides a collaborative touch
point for us to work on these initiatives, driving our
collective ESG agenda and implementation and tracking
of KPIs under the oversight of our ESG Steering Group.
For more detail on the activities of the Taskforce,
please refer to the Company’s ESG Report, which can
be found on the Company website, Taylor Maritime
(taylormaritimeinvestments.com). The FY24 ESG Report
is expected to be published by October 2024.
→ Daily contact regarding the
commercial and technical
management of Combined
Group vessels
→ Bi-weekly joint ‘ESG
Taskforce’
Customers Together with our service providers we maintain close
relationships with our customers, ensuring our vessels
are leading in terms of performance, service and
sustainability.
We seek regular feedback from our customers to ensure
we are constantly improving our customer offer.
→ Day-to-day chartering
enquiries and fixing
→ Informal meetings
→ Customer events
→ Service feedback
Seafarers Supported by our Technical managers, we prioritise
the well-being, safety, and development of our
seafarers through regular engagement. This two-
way communication helps us address their needs,
enhance safety standards, and improve operational
efficiency. Feedback from seafarers directly influences
our operational practices and ESG strategy, ensuring
high morale and productivity, which are crucial for our
performance and retention rates.
→ Regular crew meetings
→ Onboard visits by senior
management
→ Training sessions and
workshops
→ Health and wellness
programs
→ Digital communication
platforms
43
STRATEGIC REVIEW
Stakeholders Report
continued
Stakeholder Group Engagement and Key Outputs Engagement Channel
Administrator,
Professional
Advisors
Close engagement with our Administrator and our
professional advisors allows us to keep abreast of
anticipated governance, regulatory or industry
developments relevant to the Company’s sphere of
activity and advise on the appropriate ways in which the
Board should respond.
→ Ongoing communication
and weekly touch-points
→ Bi-weekly administration
update calls
Corporate broker Our corporate broker provides us with key advice on
capital markets strategy, investor relations strategy,
investor sentiment and priorities including around ESG.
The Corporate Broker maintains contact with key
investors and, supported by their team of analysts,
reports directly to the Board on sector developments, key
themes, macroeconomic considerations and peer group
activity. Feedback from the Corporate Broker aids the
Board’s assessment of the balance of supply and demand
for the Company’s shares, and supports the Board’s
decision making on matters including capital allocation
and discount control.
→ Ongoing communication
and weekly touch-points
→ Quarterly Board Reporting
Communities TMI and its service providers recognise the need to
provide a positive social impact to communities and
operate in a responsible and ethical way.
We continually look for organisations to support and local
initiatives which align with our values.
→ Active participation in
seafarer communities
through training
programmes and a
dedicated, Board
approved, welfare budget
→ Supporting charitable
initiatives that align with our
values
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202444
Stakeholder Group Engagement and Key Outputs Engagement Channel
Regulators and
Authorities
The Combined Group and its service providers are active
participants in matters affecting the wider shipping
community and play a role in engaging with international
bodies and legislators and other industry bodies on
matters relevant to the sector and to the Company as a
whole.
We ensure the Combined Group is compliant with all
existing regulations, and ensure recognised best practise
is applied, where relevant, to all areas of the Combined
Group’s activities. Through engagement with professional
advisers with regards to any future regulations impacting
the Combined Group we ensure we are well-placed to
maintain the highest standards of regulatory compliance.
→ Formal meetings
→ Regular dialogue with
leading industry experts
Industry
Associations
and Bodies
The Combined Group and its Service Providers actively
participate in several industry associations bodies,
spanning seafarer welfare efforts, decarbonisation
alignment and general shipping forums.
→ Industry coalitions
→ Industry association
membership
TMI Employees The Executive Team and their support teams are key
to our success and we want them to succeed both as
individuals and as a team.
The Executive Team strive to maintain a fair and equal
workplace, as well as providing the opportunity for
employees to grow and develop.
The Executive Team maintain an open-door policy with all
employees.
→ Town hall meetings
→ Daily interactions
between colleagues and
management
→ Training programs
→ Open-door policy
45
STRATEGIC REVIEW
Statement of Principal and
Emerging Risks and Uncertainties
Risks and Uncertainties
The Board is responsible for and has in place a
rigorous risk management framework and risk matrix
to identify, assess, mitigate, manage and review and
monitor those risks. This is all reviewed at least twice
a year by the Board, in conjunction with the Audit, Risk
and Engagement Committee, and on a much more
frequent basis by the Executive Team. The Board has
also adopted a risk appetite statement which details the
Board’s assessment of the risk profile of the Company
and the level or risk it is willing to accept in the pursuit of
its investment objective.
The Board has categorised the risks that TMI faces into
five broad areas:
1. Risks associated with Financial Crime
2. Market Risks
3. Operational Risks
4. ESG Risks
5. Financial Risks
The Board have carried out a robust assessment of each
risk area and its potential impact on the performance of
the TMI including risks that would threaten its business
model, future performance, solvency and liquidity.
The Board pays regard to any emerging risks on an
ongoing basis and keeps under review the effectiveness
of the mechanisms for their identification in discussion
with the Executive Team. The Board and the Executive
Team continuously monitor these emerging risks,
assessing their likelihood and impact, and will agree
appropriate strategies to mitigate and/or manage the
identified risks. Emerging risks are formally managed
through discussion of their likelihood and impact at
Board meetings at least twice a year, or as otherwise
required based on the magnitude of the risk. Should
an emerging risk be determined to have any potential
impact on the Combined Group, appropriate mitigating
measures and controls are agreed.
The Board considers the main emerging risks facing
TMI are:
→ The increasing world geopolitical instability with
the potential macro-economic impact increasing
financial risks as well as the specific operational
impact on global shipping.
→ Increased cyber threats which effect all companies
but where shipping is particularly exposed to threats
from national bad actors.
In respect of the TMI’s system of internal controls and
reviewing its effectiveness, the Directors:
→ are satisfied that they have carried out a robust
assessment of the emerging and principal risks facing
the Company and TMI, including those that would
threaten its business model, future performance,
solvency or liquidity; and
→ have reviewed the effectiveness of the risk
management and internal control systems including
material financial, operational and compliance
controls (including those relating to the financial
reporting process) and did not find any significant
failings.
Principal Risks
The table on the following page shows a summary
of the key underlying risks with the key areas of risk
identified by the Board. The status below shows whether
the principal risks are increasing, decreasing or not
changing compared with the previous year.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202446
Financial Crime Risk
Key Risk Potential Impact Key Controls Trend
Cyber Risk – Actions of
malicious actors exposing
TMI to cyber threats which
can compromise shipping
operations.
TMI becomes exposed to
terrorist activity damaging
its reputation, interrupting
operations, or becomes
unwittingly party to an illegal
act leading to sanction and
financial penalty.
→ Regular cyber penetration
testing by external third
party.
→ Staff training on cyber
threats.
→ Screening of all key
counterparties.
Increasing
Market Risk
Key Risk Potential Impact Key Controls Trend
Downturn in global demand
for shipping due to reduction
of international trade arising
from high inflation and
political instability.
Downturn in the charter
rates achievable for the
Combined Group’s ships
leading to lower profitability
and liquidity.
Market value of shipping
assets declines impacting
the financial position of the
Combined Group.
→ Careful management of
charter income by both
quality of charterer and
duration of fixed term
charters.
→ Financial modelling of
stress scenarios to ensure
sufficient cash reserves
are maintained.
→ Highly experienced
management team.
Stable
Share Price Discount –
The Company’s Ordinary
shares trade on the LSE at
a discount to NAV.
The Company’s ordinary
shares trading at a
persistent discount may
lead the Company not being
attractive to investors and
restricting the ability of the
Company to raise funds
through the issuance of new
shares.
Persistent Discounts could
lead the Company exposed
to a hostile takeover bid.
→ Reducing and maintaining
low leverage in line with
our strategic objective.
→ Strategic investor
relations programme.
→ If required, adapting
corporate strategy.
→ Conduct regular
assessments, in
consultation with the
Company advisers,
whether to actively pursue
a share buyback strategy.
Stable
47
Market Risk, continued
Key Risk Potential Impact Key Controls Trend
Global Monetary policy –
Instability in global monetary
policy may lead to high
interest rates and turbulent
foreign exchange rates.
High interest rates impact
the cost of gearing and the
profitability of the Combined
Group.
Instability in global monetary
policy may lead to recession
and a downturn in demand
for shipping.
Could increase the potential
financial failure of a key
counterparty.
→ Foreign Exchange
minimised by dealing
predominately in US
dollars.
→ TMI has targeted modest
gearing limits.
→ The Combined Group
maintains a cash reserves
to fund its operations
during downturns in global
demand.
→ The Combined Group
undertakes credit checks
on charterers and sets
limits on exposure to any
one charterer.
Decreasing
Global Political Instability –
Increased political tensions
around the world leading to
movement restriction on sea
routes and ports.
Countries to/from which
the Combined fleet carries
cargo can undergo political
turmoil and become war
zones. This may lead to:
→ The Combined Group’s
vessels being confined to
certain ports with crew
safety threatened
→ Vessels being “off hire” for
extended periods
→ Vessels being re-routed
and consequential
extension to voyage times
→ Appropriate route
planning and monitoring
to avoid risk areas and
if necessary obtain
appropriate navy and
security escort.
→ Charter party clauses to
restrict and avoid vessel
exposure to risk areas.
→ Appropriate and
comprehensive vessel
insurance.
Increasing
STRATEGIC REVIEW
Statement of Principal and
Emerging Risks and Uncertainties
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202448
Financial Risk
Key Risk Potential Impact Key Controls Trend
Interest Rate Risk – A rising
interest rate environment.
High interest rates impact
the cost of gearing and the
profitability of the Combined
Group.
Combined Group might not
be able to meet covenant
tests
→ Cash flow modelling under
base and stress cases to
ensure liquidity demands
are met.
→ Ongoing monitoring of
covenant tests.
→ Corporate policy of low
gearing.
Decreasing
ESG Risks
Key Risk Potential Impact Key Controls Trend
Move towards net zero
– Global changes to
regulations within the
shipping industry.
Potentially, if there is a
sudden acceleration in
regulation some of the
fleet may be rendered less
competitive or obsolete over
time. Leading to:
→ Potential impact on vessel
valuations.
→ Potentially impact on
earnings as some vessels
become difficult to
charter out.
→ Sale of the older vessels in
the Combined fleet.
→ Upgrading the existing
fleet at its scheduled dry
docking for fuel efficient
solutions.
→ Engagement with the
industry to ensure new
regulations introduced in
an appropriate way.
→ Working with commercial
and technical managers
to reduce GHG intensity
of existing fleet via
technical and operational
measures.
Stable
49
ESG Risks, continued
Key Risk Potential Impact Key Controls Trend
Pollution Damage –
A Combined Group vessel
becomes involved in an
incident of environmental
damage, contamination
or pollution.
Loss to reputation and
potential heavy financial
impact on the Combined
Group.
→ All Combined Group’s
vessels comply with
regulations set by the
International Maritime
Organisation.
→ Combined Group ensures
a proactive safety
culture is promoted by
its technical manager,
including regular training.
→ Ensuring the Combined
Group is adequately insured
for environmental loss.
Stable
Operational Risks
Key Risk Potential Impact Key Controls Trend
Integration of Grindrod –
Ability of TMI to improve
efficiency and hence
profitability by streamlining
TMI and Grindrod’s
operations.
→ If for legal reasons
obtaining 100% ownership
of Grindrod was delayed
or not achievable, this
could result in efficiency
measures being delayed
which would impact
profitability of the
Combined Group.
→ If integration projects
fail, this could lead to
a change of direction/
strategy with substantial
financial impacts.
→ Detailed planning by the
senior management with
a phased integration
over the medium term
– progress regularly
reviewed and overseen by
the Board.
→ Third party advice is
taken at all stages to the
integration to ensure in
particular there are no
legal barriers to TMI’s
plans.
→ Experienced
management team.
Decreasing
Cyber Attacks on
Third Party Providers
→ TMI outsources many
of its activities to third
parties, a cyber attack
on one of these providers
could disrupt the routine
operations of TMI and
impact profitability.
→ On an annual basis
the Audit, Risk and
Engagement Committee
requests confirmation
what cyber security
systems are in place and
that cyber penetration
tests have been
undertaken.
Stable
STRATEGIC REVIEW
Statement of Principal and
Emerging Risks and Uncertainties
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202450
STRATEGIC REVIEW
Going Concern and
Viability Statement
Going Concern
The Company has considerable financial resources,
and after making enquiries, the Directors, at the time
of approving the Consolidated Financial Statements,
are satisfied that the Company has adequate resources
to continue in operational existence for a period of
at least 12 months from the date of approval of these
Consolidated Financial Statements. Accordingly, the
Company’s financial statements have been prepared on
a going concern basis.
The Combined Group maintains a portfolio of vessels
which are expected to generate enough cash flows to
pay ongoing expenses and returns to Shareholders. As
part of their consideration of the appropriateness of
adopting the going concern basis, the Directors have
considered the cash position and the performance
of the portfolio. They have also carried out a robust
assessment of the Company’s solvency and liquidity
position using scenario analysis that considers
various economic conditions, including in a stressed
environment.
Within the stressed scenario analysis, the Directors
assessed the volatility of the average charter rates by
modelling a significant drop of 30% to 33% for the next
12 months from those experienced in the fourth quarter
of the financial year, comparable to recent periods
of extreme stress such as the COVID-19 pandemic.
Fleet valuations were similarly adjusted, with a decline
of 30% to 33%, putting stress on the Group’s financial
covenant compliance. In this scenario, the strategy
for vessel sales becomes more aggressive, targeting
older ships to generate proceeds for deleveraging, with
average selling prices reduced proportionally to the
decrease in charter rates and fleet value. These stress
case assumptions provide a rigorous assessment of the
Company’s ability to maintain financial stability under
adverse economic conditions for the 12-month period.
In assessing future viability, the Board has also
considered factors that may impact performance,
including the potential effects on global trade of
increases in inflation and interest rates as well
as disruption to markets and supply chains from
geopolitical risks and increased political tensions around
the world, leading to movement restrictions on sea
routes and ports. This is evident from ongoing conflicts
in Russia/Ukraine and the Middle East. The latter conflict
raises additional security concerns for navigation
through the Red Sea and the Suez Canal, critical routes
for international shipping, leading to vessels being
re-routed and consequential extensions to voyage
times. The Board views the impact of global inflation
and interest rates as stabilising compared to the last 12
months and current disruption of trade routes through
the Red Sea as having a overall positive impact on the
Combined Group’s financial performance by supporting
charter rate demand. The Board will, however, continue
to monitor these events and assess any potential impact
on the Company on an ongoing basis.
Viability Statement
The Board has evaluated the long-term prospects
of the Company, beyond the 12-month time horizon
assumption within the going concern framework.
Although the Board has no reason to believe that the
Company will not be viable over a longer time frame,
the period over which the Directors have assessed TMI’s
viability is the three-year period to 31 March 2027.
The Directors have selected a three-year window for
evaluating the potential impact to the Company on the
following basis:
1. A key risk facing the Company is a downturn in the
global demand for shipping, this in turn will be driven
by global macro-economic factors which are difficult
to model beyond the medium term. Changes in the
economic landscape would impact the value of the
Combined fleet as well as the likely charter income.
2. Changes in regulation to meet the demands of
climate change are evolving rapidly, making longer
term predictions difficult.
3. The Company will propose a continuation resolution
at the annual general meeting to be held in 2027.
If the continuation resolution is not passed, the
Directors will put forward proposals for the
reconstruction or reorganization of the Company
to the Shareholders for their approval. Any
reconstruction or reorganization of the Company
would likely occur after the three-year period.
51
4. TMI’s current RCF facility, see note 13 to the financial
statements for further details, is set to mature 42
months from initial drawdown, in March 2027. TMI
has the option to request an extension to the maturity
date by up to one year, subject to the lender’s approval.
5. The Combined Group’s charter contracts usually span
less than three years.
6. The integration of Grindrod is a crucial process. The
Company has an orderly plan to create synergies
in Grindrod’s fleet and operations with the wider
group. While we may encounter unexpected legal or
regulatory obstacles leading to delays, the realisation
of cost savings and efficiency improvements is
expected within the three-year period.
On a quarterly basis the Board routinely reviews the
future financial position of the Company including daily
cash breakeven, liquidity and debt positions under both
a base and a stress case scenario, the results of which
are to establish any obvious stress points on the key
metrics of cash breakeven, liquidity and debt.
The following table provides a detailed overview of
the financial model and strategic assumptions used
to assess the viability and risk management of our
operations under a stressed scenario. It includes key
variables such as charter rates, fleet value, along
with considerations of market conditions, inflation,
and strategic initiatives such as fleet integration and
targeted vessel sales. The assumptions are formulated
to help the Company navigate potential stressed market
conditions over the next three years, ensuring strategic
resilience and continued operational effectiveness.
The below table outlines the assumptions for each
variable and the specifics of our approach, including the
expected impacts and the strategic responses planned
to mitigate these challenges.
STRATEGIC REVIEW
Going Concern and
Viability Statement
continued
Category Stress assumption details
Charter Rate
Assumptions
In line with Clarksons data from periods of extreme stress, such as the COVID-19 period,
average charter rates are modelled to drop by 30% to 33% from those experienced in the fourth
quarter of the financial year, persisting throughout the three year period.
Off-Hire Days In addition to planned off-hire days due to scheduled dry docking and other maintenance
programmes, commercial off-hire days have been assumed. In the stress scenario, the
commercial off-hire days are assumed to be double when compared to the base case.
Fleet Valuation In line with the assumed drop in average charter rates, fleet value of vessels are assumed to
decrease by 30% to 33%.
Vessel Sales Strategy to sell older ships continues; a more aggressive sales approach is adopted during
stress scenario to generate proceeds for deleveraging and achieving strategic targets. Average
selling prices are reduced proportionally to the decrease in charter rates and fleet value as
detailed above.
Inflation An annual inflation rate in operating expenditure of 5%.
Interest Rates c.8.0% has been assumed for all three years.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202452
The assumptions outlined above consider a stressed
case scenario where the market remains depressed
for the entire three-year viability period. During
this period, interest rates stay high and inflation
remains elevated. Under these stressed conditions,
the Company has a credible strategy. By integrating
TMI and Grindrod fleets, implementing strategic
fleet management, with restructured loan facilities
and targeted vessel sales, our model shows that the
Company can navigate a period of prolonged and
high volatility in the shipping market. A key mitigating
factor is the Group’s vessels being readily realisable
in the market. The Directors believe that the Group
would be able to sell vessels from the fleet to repay
the loan facility if required, ensuring financial
stability. With mitigations such as increased vessel
sales and integration cost savings, put in place under
the stressed case the Group does not breach its
financial covenants in any of the three years.
Finally, the Company continually reviews its cash
reserving policy in respect of dry-docking costs and
replacement reserves and ring fences such reserves
to ensure that it maintains adequate cash levels
to maintain the future operations of the Group.
The shifting focus towards lowering emissions
and improving the efficiency of existing vessels
requires increased capex investment in retrofitting
the Combined fleet with new technology. These
additional costs have been factored into the Group’s
dry-docking costs and vessel budgets.
Based on the assessments made and in the context
of the Company’s business model, strategy and
operational arrangements set out above, the
Directors have a reasonable expectation that the
Combined Group will be able to continue in operation
and meet its liabilities as they fall due over the three
years to March 2027.
The Strategic Review taken as a whole was approved
by the Board of Directors on 22 July 2024:
Henry Strutt
Chairman
53
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202454
Governance
55
GOVERNANCE
Board of Directors
and Executive Team
Henry Strutt, Independent Chair
appointed 1 June 2023
Henry Strutt has extensive experience in the investment banking, fund
management and financial advisory sectors. After qualifying as a Chartered
Accountant, he spent over twenty years with the Robert Fleming Group,
working in the fund management, corporate finance and broking divisions. He
spent seventeen years in the Far East, in Hong Kong and Tokyo, working for
Jardine Fleming, the Robert Fleming Group’s Asian/Australasian joint venture
with Jardine Matheson. He became Executive Chairman of the Jardine Fleming
Group in 1996, subsequently returning to London where he was appointed joint
Chief Executive of the Robert Fleming Group’s Investment Banking Division,
responsible for global broking, securities trading, capital markets, corporate
finance and banking. Following the sale of the Robert Fleming group to Chase
Manhattan, he worked in an executive and non-executive capacity in various
fund management and financial advisory businesses. He was a non-executive
Director of Smith & Williamson Holdings (now Evelyn Partners), for over ten
years and a non-executive Director of Harrods Bank (now Tandem Bank) for
two years and served as Chairman of Edinburgh Worldwide Investment Trust
plc, a listed investment trust, until his resignation on 5 March 2024. Currently,
he is a non-executive Director of New Waves Solutions, part of the Belgian
DEME group (dredging and offshore marine services). In addition, he was
appointed a Deputy Lieutenant of Suffolk in 2012.
Other listed Directorships: Chairman of Edinburgh Worldwide Investment
Trust plc –
resigned 5 March 2024
.
Frank Dunne, Senior Independent Director
appointed 31 October 2022. Served as Interim Chair for the
period 6 January 2023 to 1 June 2023
Frank Dunne has over 40 years’ legal experience, specialising in maritime
law and transactions involving major international shipping finance lenders,
commercial shipping transactions for major international shipowners,
joint ventures, charter structures, new building contracts, and ship (and
corporate) acquisitions. Mr Dunne was a Partner of Watson Farley &
Williams from 1982 and served as Chairman from 2004 to 2017 during a
major period of global expansion for the firm. He established Watson Farley
& Williams presence in Greece and remains a prominent figure in Greek
shipping and finance circles. In 2011 he was named “Maritime Lawyer of
the Year” by leading sector publication Lloyd’s List, and has been described
by Chambers UK as providing “great support in dealing with syndicates of
banks” and “…good at advising on complex issues with high interests at stake
and is highly respected.” He is a qualified solicitor and holds an MA from
Cambridge University.
Other listed Directorships: Okeanis Eco Tankers Corp (listed on the NYSE
and Oslo Stock Exchanges) –
Appointed 31 May 2024
.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202456
Edward Buttery, Chief Executive Officer
Edward Buttery joined the Supramax trading desk at Clarksons shipbrokers
in 2005 after attending Oxford University. He went on to be a chartering
manager at Pacific Basin between 2006 and 2008. He served as the
Deputy COO of dry bulk shipping operator Asia Maritime Pacific from 2008
to 2010. During this time he sat the Institute of Chartered Ship broker’s
examinations for which he was awarded prizes including the President’s prize
for best overall results globally. Having gained a foundation in chartering
he embarked on a Masters degree in Shipping, Trade and Finance at CASS
Business school in London where he graduated with Merit. From there he
joined the shipping team at Nordea Bank, lending senior debt to global
shipping companies with a presence in Asia. He left Nordea to begin the
work to set up what would become Taylor Maritime. Mr Buttery was winner
of the Seatrade Asia Young Person of the Year award in 2017.
Other listed Directorships: Mr Buttery was appointed Chief Executive
Officer and Executive Director of Grindrod with effect from 1 April 2023.
Christopher Buttery, Non-Executive Director
Christopher Buttery has over 40 years of experience in the shipping industry.
He graduated from University College, Oxford, with a honours degree in
Modern History and began his shipping career with Jardine, Matheson &
Company Limited followed by Continental Grain. Chris later co-founded the
original Pacific Basin business in 1987 with Belgian Shipping Partners which
he listed on NASDAQ in 1994, and he re-established the current Pacific Basin
in 1998 with Paul Over, which Goldman Sachs listed on the HKSE in 2004.
He held various Executive positions at Pacific Basin including CEO, Deputy
Chairman and Chairman until June 2007.
Mr Buttery has been Non-Executive Director of Fleming Japanese Smaller
Companies Ltd, Ton Poh Emerging Companies Thailand, Senhouse Asia (now
Waverton Asset Management) and firstly Chairman and then Non-Executive
Director of Epic Gas Pte; also Non-Executive Director of The China
Navigation Company and Swire Bulk Shipping Pte. He is currently Chairman
of Taylor Maritime Company, and a Director of the Hong Kong Maritime
Museum. He was a Trustee of the Hong Kong WWF for ten years.
Other listed Directorships: None.
57
GOVERNANCE
Board of Directors
and Executive Team
continued
Trudi Clark, Independent Non-Executive Director
Trudi Clark graduated in Business Studies and qualified as a Chartered
Accountant with Robson Rhodes in Birmingham before moving to Guernsey
with KPMG in 1987. After 10 years in public practice, she was recruited by
the Bank of Bermuda as Head of European Internal Audit, later moving
into corporate banking. In 1995 she joined Schroders in the Channel Islands
as CFO. She was promoted in 2000 to Banking Director and Managing
Director in 2003. From 2006 to 2009, Ms Clark established a family office,
specialising in alternative investments. In recent years she returned to public
practice specialising in corporate restructuring services, establishing the
Guernsey practice of David Rubin & Partners Limited. Since 2018 Ms Clark
has concentrated on a portfolio of Non-Executive Director appointments
for companies both listed and non-listed investing in property, private equity
and other assets.
Other Listed Directorships: Balanced Commercial Property Trust Ltd
(retired on 31 May 2023), The Schiehallion Fund Limited and NB Private
Equity Partners Limited.
Sandra Platts, Independent Non-Executive Director
Sandra Platts is a resident of Guernsey and holds a Master’s in Business
Administration. Mrs. Platts joined Kleinwort Benson (CI) Ltd in 1986 and was
appointed to the board in 1992. She undertook the role of Chief Operating
Officer for the Channel Islands business and in 2000 for the Kleinwort
Benson Private Bank Group – UK and Channel Islands. In January 2007, she
was appointed to the position of Managing Director of the Guernsey Branch
of Kleinwort Benson and was responsible for a strategic change programme
as part of her role as Group Chief Operating Officer. Mrs. Platts also held
directorships on the strategic holding board of the KB Group, as well as
sitting on the Bank, Trust Company and Operational Boards. She resigned
from these boards in 2010 and has maintained non-executive director roles
since then. Mrs Platts is a non-executive Director of Investec Bank (Channel
Islands) Limited.
Other Listed Directorships: Senior Independent non-executive Director at
Sequoia Economic Infrastructure Fund (resigned 7 June 2024), and Marble
Point Loan Financing Limited.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202458
Helen Tveitan, Independent Non-Executive Director
Resigned 31 March 2024
Helen Tveitan is Chairman and Chief Executive Officer of Carisbrooke
Shipping Holdings Ltd, a specialist owner / operator of mini bulk and project
cargo ships controlling a fleet of 30 ships. From 2007 and prior to her CEO
appointment, she served as Non-Executive Director for the company. Ms
Tveitan has worked in the shipping industry since 1992 and started her career
in ship finance with DVB Nedship Bank for whom she started the branch
office in London in 1996. From 2001 onwards, she has held several positions
as Finance Director for shipping companies, most notably for Eastern Bulk
between 2010 and 2017. Helen has served as Non-Executive Director for
Ardmore Shipping Corporation, a tanker owner listed on NYSE, since 2018.
She is an economist, having graduated from Rotterdam’s Erasmus University
in 1992.
Other Listed Directorships: Ardmore Shipping Corporation
Charles Maltby, Independent Non-Executive Director
Appointed 1 January 2024
Charles Maltby served as a non-executive Director of Grindrod Shipping
Holdings Limited prior to joining the Board of the Company on 1 January
2024. Mr Maltby has over 20 years of shipping industry experience. He
graduated from the University of Plymouth, UK in 1992 with a BSc in
Maritime Business (International Shipping & Maritime Law). He began his
shipping career with Mobil Shipping in 1992 with day to day responsibility for
LPG and petrochemical chartering & operations. From 1996 to 2005 he held
various positions with BHP Billiton’s dry bulk and tanker freight business in
London and Melbourne, culminating in establishing the handysize/handymax
chartering and trading desk in the Hague in 2001. In 2005 he joined Pacific
Basin as Managing Director (UK), Global Head of the Handymax Business
and Head of the Groups Atlantic business. He joined Epic Gas as Executive
Chairman in September 2014, a position he held until May 2019. He holds
the position of Chief Executive Officer of BW Epic Kosan since March 2015.
He attended INSEAD (AMP) in 2008, and is a member of the Institute of
Chartered Shipbrokers.
Other Listed Directorships: None.
59
GOVERNANCE
Board of Directors
and Executive Team
continued
Executive Team
The Executive Team are responsible for the
identification of appropriate acquisition opportunities,
conducting necessary due diligence and making
recommendations to the Board. The Executive Team will
also monitor the performance of the Combined Group’s
portfolio and, in liaison with the TMI’s service providers,
handle investor relations, reporting, risk management
and monitoring of the external commercial and
technical managers of the Group’s vessels.
The Executive Team are as follows:
Alexander Slee,
Deputy Chief Executive Officer
Alexander Slee has spent the last 15 years in the shipping
industry. After starting his career in the investment
banking division of Citigroup in London, he joined Pacific
Basin Shipping in Hong Kong in 2006 where he worked
in a variety of corporate and divisional management
roles. From 2010 he was General Manager of Vanship
Holdings, a privately owned tanker and bulker ship
owning company, and Group Strategy Director at
Univan Ship Management, where he was closely involved
in its merger with Anglo-Eastern Ship Management. He
joined Taylor Maritime in 2016 where he has held the
role of Deputy CEO. Mr. Slee holds a BA in Classics from
Oxford University and has attended a management
programme at INSEAD. He has served as a member of
the Executive Committee of the Hong Kong Shipowners
Association.
Camilla Pierrepont, Chief Strategy
Officer and Head of Investor Relations
Camilla Pierrepont joined Taylor Maritime in 2018
as Group Strategy Director. Ms. Pierrepont has held
various strategy and investment roles over the last
16+ years. Prior to joining the Taylor Maritime Group,
Ms. Pierrepont spent 2 years as Portfolio Manager
at Blenheim Chalcot (London), a venture capital firm.
Previously, she spent 4 years with shipping company,
Epic Gas Pte (London and Singapore) as Head of
Strategic Development. Prior to Epic, Ms. Pierrepont
was a Senior Strategy Manager in the Strategy and
Corporate Development Team at Microsoft (Seattle) for
3 years. She started her career as an analyst at Monitor
Deloitte (London) after gaining a BA in Chinese Studies
from Oxford University in 2004. She was also Founding
Trustee of Spark + Mettle from 2011 to 2015, a UK charity
supporting young people in the pursuit of their life goals.
Yam Lay Tan,
Chief Financial Officer
Yam Lay Tan graduated with an Accountancy degree
from Nanyang Technological University of Singapore
(NTU) in 1993. She has been a member of the Institute
of Singapore Chartered Accountants since 1994 and is a
Chartered Accountant. Prior to joining Taylor Maritime
Group in 2019, Ms. Tan was a General Manager, Finance
of Epic Gas Pte. for 6 years. Within the Epic Group she
served as the director and company secretary of more
than 40 companies. Prior to Epic, Ms. Tan held senior
finance positions in security, IT, semiconductor and
service companies.
Carl Ackerley,
Chief Operating Officer
Carl Ackerley has over 30 years’ experience in the
shipping industry having become a member of the Baltic
Exchange as a shipbroker in 1989. From 1989 – 2001
Carl worked as a broker in London, Johannesburg and
Melbourne before moving on to the principal side. From
2001 to 2006, he worked with Furness Withy Australia
(FWA) before joining Pacific Basin where he worked
from 2006-2010. While at Pacific Basin, Carl headed
the group’s Atlantic desk of the new Supramax division,
based in London, before transferring to Melbourne to
become General Manager of Pacific Basin Australia.
In 2010, Carl joined Island View Shipping (IVS), a division
of Grindrod Shipping Pte Ltd, where he established
the Supramax division and developed the commercial
management of the IVS Handysize fleet and third-party
vessels. Carl was appointed Chief Operating Officer for
Grindrod in March 2021 and Chief Operating Officer of
the Group with effect from 1 July 2023.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202460
61
GOVERNANCE
Corporate Governance
Compliance
The Board places a high degree of importance on
ensuring that high standards of corporate governance
are maintained and has considered the principles and
provisions of the AIC Code of Corporate Governance
issued in February 2019 (the “AIC Code”), effective for
financial periods beginning on or after 1 January 2019.
The AIC Code addresses the Principles and Provisions
set out in the UK Corporate Governance Code (the “UK
Code”) in addition to setting out additional Principles and
Provisions on issues that are of specific relevance to the
Company. The Board considers that reporting against
the Principles and Provisions of the AIC Code, which
has been endorsed by the Financial Reporting Council
and the Guernsey Financial Services Commission, will
provide more relevant information to shareholders.
The Board has also taken note of the Finance Sector
Code of Corporate Governance issued by the Guernsey
Financial Services Commission (the “Guernsey Code”).
The Guernsey Code provides a governance framework
for GFSC licensed entities, authorised and registered
collective investment schemes. Companies reporting
against the UK Code or the AIC Code are deemed to
satisfy the provisions of the Guernsey Code.
For the year ended 31 March 2024, the Company has
largely complied with the Principles and Provisions of
the AIC Code. However, there was a period during the
financial year when the role of the Senior Independent
Director (“SID”) was also performed by the Board
Chair. Frank Dunne, SID, served as acting Interim
Chair from 6 January 2023 until 1 June 2023. Following
the appointment of Henry Strutt as the new Chair
of the Board on 1 June 2023, Mr Dunne resumed his
role exclusively as SID. In line with best practice, Mr
Dunne’s membership of the Audit, Risk and Engagement
Committee (formerly the Risk and Audit Committee)
ceased during his period as Interim Chair.
Issues that are not reported on in detail here are
excluded because they are deemed to be irrelevant to
the Company.
The AIC Code is available on the AIC website
(www.theaic.co.uk). It includes an explanation of how
the AIC Code adapts the Principles and Provisions
set out in the UK Code to make them relevant for
investment companies.
None of the requirements under LR 9.8.4 are applicable
to TMI, with the exception of LR 9.8.4 R (4) with regards
to disclosing details of any long-term incentive schemes
and LR 9.8.4 R (10) (b) with regards to disclosing any
details of contracts of significance, both are disclosed in
Note 10 related parties and other key contacts.
Composition of the Board
and Independence of Directors
As at 31 March 2024, following the resignation of Helen
Tveitan, the Board of Directors comprised five non-
executive and independent Directors, one non-executive
non-independent Director and one executive Director.
With the exception of Edward Buttery and Chris
Buttery, all directors are considered independent of
the Executive Team, the Commercial Manager and
the Technical Manager. Edward Buttery is employed
as the Chief Executive Officer of TMI. Christopher
Buttery, Edward’s father, acts as a non-executive
Director. Edward’s role as an Executive Director and
Christopher’s family connection to Edward mean that
neither are considered independent.
Prior to Charles Maltby’s appointment, the Board
carefully considered his independence, including his
position as a non-Executive Director of Grindrod. Mr.
Maltby resigned from the Board of Grindrod on 31
December 2023, having served as an independent non-
Executive Director and member of the Compensation
and Nomination Committee since 6 December 2022.
Mr. Maltby was neither an employee nor an investor in
Grindrod. The Board is satisfied that no factors existed
at the time of, or were identified subsequent to, Mr.
Maltby’s appointment that were likely to impair his
independence. The Board reviews the independence of
the Directors annually. The Directors’ biographies are
disclosed on pages 56-59.
In accordance with the Company’s Articles
of Incorporation and, in accordance with the
recommendations of the AIC code, the Board has
agreed that all directors will retire annually and, if
appropriate, seek re-election at each AGM.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202462
Board Diversity
The Board brings deep experience from shipping and
financial services. At the date of this report, following
the resignation of Helen Tveitan and the appointment
of Charles Maltby, in total 29% (31 March 2023: 43%) of
the Board are female with 40% (31 March 2023: 60%)
of the independent directors being female. While the
Board acknowledges that diversity has narrowed in the
current period, the primary reason for appointing Mr
Maltby was his experience and understanding of the
Grindrod business, which is crucial for the integration
of the Combined Group. Going forward, the Board
is committed to considering and widening diversity in
future appointments, whilst ensuring the capabilities,
experience and background of each member remain
appropriate to the Combined Group and continue to
contribute to overall Board effectiveness. Further details
of the Board and Executive Team diversity is detailed in
the Nomination and Remuneration Committee Report.
The Board and Executive Team and our other advisers
acknowledge and adhere to the Market Abuse
Regulation.
Board Evaluation
The Board’s internal policy was to undertake an
externally facilitated board evaluation every three
years, however, recognising the evolutionary nature
of the Grindrod transaction and any consequential
changes to Board composition, the cost of
commissioning an external evaluation during the year
was not considered to be a beneficial use of shareholder
funds. Internal evaluations are based on questionnaires
prepared by the Company Secretary.
The latest internal evaluation questionnaires were
completed in May 2023, the results of which are detailed
further in the Nomination and Remuneration Committee
Report. The evaluation process on an annual basis is
led by the Chair of the Nomination and Remuneration
Committee.
The Board remains cognisant of the need to anticipate
and respond to evolving challenges, and therefore
the governance framework in place by the Company
is subject to regular review to ensure it remains
appropriate in the context of the Company.
Board Values and Culture
The Chair is responsible for setting the standards
and values expected of the Board, and the Board
operates with the Company’s core values of integrity,
transparency and accountability with an aim of
maintaining a reputation for high standards in all
areas of the TMI’s activities. The Board recognises
the value and importance to all stakeholders of
organisations incorporating effective environmental,
social and governance policies as part of its day-to-
day operations; refer to pages 42-45 for additional
information.
Through designing an effective ESG policy which
reflects the Board’s core values and the alignment of
this with the TMI’s business operations, the Board seeks
to promote a culture of openness and constructive
challenge amongst those responsible for taking key
decisions. TMI aspires to be a responsible corporate
citizen, committed to integrating ESG factors into
the TMI’s investment process. The aim is to engage
actively with shareholders to achieve our collective ESG
responsibilities and ambitions. TMI believes that the
shipping industry, irreplaceably serving the basic needs
of global society, is in a position to contribute positively
to the United Nations Sustainable Development Goals
(“SDG”s). For further details see the ESG Review on
pages 34-40.
The Board and the Executive Team encourage
boardroom debate and high levels of collaboration
between all parties as key contributors to a highly
effective decision making process. This is underpinned
by a robust corporate governance framework
which seeks to align the TMI’s purpose, values and
strategy with the culture set by the Board through
active engagement with the Executive Team and the
Company’s key service providers.
Directors’ and Officers’ Liability Insurance
The Company maintains insurance in respect of
directors’ and officers’ liability in relation to the
Directors’ actions on behalf of TMI.
63
Relations with Shareholders
The Board believes that the maintenance of good
relations and understanding the views of shareholders
is important to the long-term sustainable success of
the Company and since launch the Board has adopted
a policy of actively engaging with major shareholders
through a variety of means. Further information on how
the Company engages with shareholders can be found
in the Stakeholders report on pages 42-45.
Directors’ Meetings and Attendance
The table below shows the Directors’, who served during
the year, attendance at Board and Committee meetings
during the year ended 31 March 2024:
GOVERNANCE
Corporate Governance
continued
1
Resigned 31 March 2024.
2
Appointed 1 January 2024 and to the Audit, Risk and Engagement Committee on 8 March 2024.
3
Disbanded on 1 April 2024.
Number of
meetings
held
Henry
Strutt
Frank
Dunne
Edward
Buttery
Helen
Tveitan
1
Trudi
Clark
Chris
Buttery
Sandra
Platts
Charles
Maltby
2
Board –
scheduled
4 3 4 4 4 4 4 4 1
Audit, Risk and
Engagement
Committee
8 N/A 6 N/A 8 8 N/A 8 2
Nomination and
Remuneration
Committee
2 1 2 N/A 1 2 N/A 2 N/A
ESG and
Engagement
Committee
3
3 3 3 N/A 3 3 N/A 3 N/A
In addition to the scheduled quarterly board and
committee meetings detailed above, there were also
thirteen ad hoc board meetings. During the year, the
Audit, Risk, and Engagement Committee met three
times in relation to the annual audit and interim accounts
processes, four times to approve the Company’s
net asset value for publication on the LSE, and once
regarding the audit tender process.
Board Responsibilities
The Board meets formally on a quarterly basis to review
the overall business activities of the Company and
any matters specifically reserved for its consideration.
Standing agenda items considered at all quarterly
board meetings cover vessel portfolio performance,
chartering strategy, capital allocation and deployment,
ESG matters, NAV and share price performance,
shareholder return metrics, reviewing changes to the
risk environment including the assessment of emerging
risks, investor relations and communications, peer group
information and industry issues. Consideration is also
given to administration and corporate governance
matters, legislative developments and, where
applicable, reports are received from the Board’s
formally constituted committees. Formal meetings
are also held outside of the quarterly cycle to review
the NAV and financial position of the Company and to
consider recommendations from the Executive Team on
dividend distributions.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202464
The Directors also review TMI’s activities every quarter
to ensure that the Company adheres to its investment
policy. Additional ad hoc reports are received as
required and Directors have access at all times to the
advice and services of the Company Secretary, who is
responsible for ensuring that the Board procedures are
followed, and that applicable rules and regulations are
complied with. The Board has adopted a schedule of
matters specifically reserved for its decision making and
distinguishing these from matters it has delegated to the
Executive Team and other key service providers.
Although no formal training is given to Directors by
the Company, the Directors are kept up to date on
various matters such as Corporate Governance issues
through bulletins and training materials provided from
time to time by the Company Secretary, the AIC and
professional firms.
The Board actively monitors the level of the share price
premium or discount to determine what action, if any, is
required.
Outside of the formal meeting cycle, a standing
invitation is in place for all Directors to attend bi-weekly
operational calls hosted by the Executive Team.
Board Committees and Steering Group
Throughout the period a number of committees have
been in place. All operate within clearly defined terms of
reference.
On 31 March 2024, Helen Tveitan resigned from Board
and as ESG and Engagement Committee Chair. In
preparation for this, on 8 March 2024, the Board
reviewed the Board sub-committee structures and
subsequently decided that, effective 1 April 2024, the
ESG and Engagement Committee would be disbanded.
A new management-led ESG Steering Group has been
established, with Charles Maltby acting as the Board’s
nominated individual for ESG matters to oversee the
Company’s pathway to net zero and to continue the
ESG oversight functions previously performed by the
ESG and Engagement Committee. Responsibility for
the oversight of stakeholder engagement, any related
party matters and the review of service providers has
transitioned to the Risk and Audit Committee, renamed
as of 1 April 2024 as the Audit, Risk and Engagement
Committee.
65
The membership is from the independent directors as detailed below:
Audit, Risk and Engagement Committee (formerly Risk and Audit Committee)
Trudi Clark –
Chair
Helen Tveitan (resigned 31 March 2024)
Sandra Platts
Frank Dunne (re-appointed 1 June 2023)
Charles Maltby (appointed 8 March 2024)
Provides oversight and reassurance to the Board,
specifically with regard to the integrity of the
TMI’s financial reporting, audit arrangements, risk
management and internal control processes and
governance framework. In addition, from 1 April 2024,
evaluates the performance and provides oversight of
third-party service providers, manages any conflicts
of interest/related party transactions and oversee the
effectiveness of the Company’s mechanisms for key
stakeholder engagement.
Nomination and Remuneration Committee
Sandra Platts –
Chair
Frank Dunne (appointed 25 January 2023)
Trudi Clark
Helen Tveitan (resigned 31 March 2024)
Henry Strutt (appointed 1 June 2023)
Reviews the structure, size and composition of the
Board and considers succession plans for the Board
and the Executive Team.
Determines the remuneration policy, sets the
remuneration of the Board and the Executive Team and
oversees the operation of the Company’s Executive
incentive plans and the granting of any awards
thereunder.
ESG and Engagement Committee – disbanded on 31 March 2024
Helen Tveitan –
Chair
(resigned 31 March 2024)
Frank Dunne (appointed 25 January 2023)
Trudi Clark
Sandra Platts
Henry Strutt (appointed 1 June 2023)
Manages any conflicts of interest in respect of the TMI’s
relationship with the Executive Team, the Commercial
Manager, the Technical Manager and other service
providers.
Guides, supervises and supports the Executive team in
the implementation of the TMI’s ESG policy.
Evaluates the performance and terms of engagement
of the key service providers to TMI.
ESG Steering Group – created 25 April 2024
Charles Maltby –
Board nominated individual
for ESG matters
Alexander Slee –
Deputy CEO
Zita Fafalios –
TMI’s Sustainability Manager
Responsible for guiding and overseeing the Company’s
ESG strategy, ensuring its execution aligns with set
objectives. The group monitors ESG performance,
reviews related reporting for integrity and compliance,
and evaluates quarterly and annual ESG disclosures
before presentation to the Board.
GOVERNANCE
Corporate Governance
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202466
Management Arrangements
The Executive Team
The biographies of the Executive Team are provided on
page 60.
The services of the Executive Team are provided
pursuant to an intra group advisory and services
agreement between TMI Advisors (UK) Limited
(“TMIUK”) and the Company dated 1 April 2022 (the
“Advisory Agreement”). Edward Buttery is employed
directly by the Company.
The Executive Team are responsible for the
identification of appropriate acquisition opportunities,
conducting necessary due diligence and making
recommendations to the Board. They are also
responsible for the day-to-day management and review
of performance of the TMI’s portfolio of investments,
as well as the TMI’s daily and forecasted financial
management. In liaison with the Company’s service
providers, the team handle investor relations, reporting,
risk management and monitoring of the external
commercial and technical managers of TMI’s vessels.
The Executive team have entered into employment
agreements with TMI, are paid a salary and are entitled
to participate in TMI’s annual bonus plan, the Long
Term Incentive Plan (“LTIP”) and the Deferred Bonus
Plan (“DBP”). See the Report of the Nomination and
Remuneration Committee for further details.
Commercial Manager and Technical Manager
Under the Framework Management Agreement dated
6 May 2021 (the “Framework Management Agreement),
Taylor Maritime (HK) Limited (“TMHK”) acts as
Commercial Manager to the TMI fleet and Tamar
Ship Management Limited (“Tamar”) acts as technical
manager for a majority of the TMI fleet. Tamar also
provides technical management services for some of the
Grindrod fleet. In October 2023, Grindrod completed
the acquisition of the Commercial Manager and
Technical Manager. Prior to this acquisition, Tamar and
TMHK were both deemed to be related parties of TMI.
Post acquisition TMHK and Tamar became subsidiaries
of Grindrod and ceased to be related parties.
Administrator
Administration and Company Secretarial services are
provided to the Company by Sanne Fund Services
(Guernsey) Limited (the “Administrator”), part of the
Apex Group of companies. The Administrator also
assists the Company with AIFMD, Common Reporting
Standard and FATCA reporting.
A summary of the terms of employment and
appointment of the Executive Team, Commercial
Manager, Technical Manager and the Administrator,
including details of applicable fees and notice of
termination periods, is set out in note 10 to the
Consolidated Financial Statements.
Internal Control Review and
Risk Management System
The Board of Directors is responsible for putting in place
a system of internal controls relevant to the Company
and for reviewing the effectiveness of that system.
The review of internal controls is an ongoing process
for identifying and evaluating the risks faced by the
Company, and which are designed to manage risks
rather than eliminate the risk of failure to achieve the
Company’s objectives.
It is the responsibility of the Board, supported by the
Audit, Risk and Engagement Committee, to undertake
risk assessments and review the internal controls in
the context of the Company’s objectives that cover
business strategy, operational, compliance and financial
risks facing the Company. These internal controls are
implemented by the Executive Team, the Administrator
and the Commercial Manager. The internal controls
implemented by the Commercial Manager are overseen
by the Chief Financial Officer (“CFO”) of the Executive
Team. The CFO is located in Singapore in close proximity
to the key members of the Commercial Manager’s
finance team. The Board receives updates on internal
controls and compliance from the Executive Team
and the Administrator at quarterly Board meetings.
The Board is satisfied that the Executive Team, the
Commercial Manager and the Administrator have
effective systems in place to identify and control the risks
associated with the services that they are contracted to
provide to the Company and is therefore satisfied with
the internal controls of the Company.
67
The Board annually reviews the necessity of an
internal audit function to ensure the effectiveness of
internal controls. Previously this has been deemed
unnecessary, however, developments during the
financial year have prompted a reconsideration. These
include the internalisation of commercial and technical
management, the 2025 plan to implement a unified
systems platform for financial and shipping operations,
and new UK Corporate Governance Code requirements
becoming effective from 2026 necessitating enhanced
internal control assurances. Please see the Report of
the Audit, Risk and Engagement Committee for further
details. Consequently, with effect from 16 May 2024,
Grant Thornton Limited have been engaged to assist
in establishing an internal audit function. Meanwhile,
the Board also notes that Grindrod already has an
internal audit function, which is outsourced to a third
party provider, who will continue to support Grindrod
and provide objective assurance on the effectiveness
of the Grindrod’s risk management, control, and
governance processes throughout 2024. The scope of
Grindrod’s internal audit function includes operational,
financial, reporting, and compliance controls, ensuring
comprehensive oversight across all critical areas.
The Board considers the employment arrangements
of the Executive Team and the arrangements for
provision of Administration services to the Company
on an ongoing basis and a formal review is conducted
annually. As part of this review the Board considered
the quality of the personnel assigned to handle the
Company’s affairs, the investment process and the
results achieved to date.
GOVERNANCE
Corporate Governance
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202468
The Company has established a Nomination and
Remuneration Committee (the “Committee”) comprised
of Sandra Platts, Henry Strutt, Frank Dunne and Trudi
Clark (each being an independent non-executive
Director of the Company). The Committee, chaired by
Sandra Platts, operates within clearly defined terms of
reference which are considered and are then referred
to the Board for approval. A copy of the terms of
reference is available on the Company’s website or upon
request from the Company Secretary.
The main roles and responsibilities of the Committee
with regards to Nomination are to:
→ regularly review the structure, size and composition
of the Board and make recommendations to the
Board with regard to any changes, based on merit
and objective criteria including skills, knowledge and
experience, and promoting diversity of gender, social
and ethnic backgrounds, cognitive and personal
strengths;
→ give full consideration to succession planning for
Directors and other senior executives in the course
of its work, ensuring effective plans are in place for
orderly succession to the Board and to oversee the
development of a diverse pipeline for succession,
taking into account the challenges and opportunities
facing the Company, and the skills and expertise
needed on the Board in the future;
→ keep under review the leadership needs of the
organisation, both executive and non-executive,
with a view to ensuring the continued ability of the
organisation to compete effectively in the market
place; and
→ lead the process for appointments and be responsible
for identifying and nominating, for the approval of
the Board, candidates to fill Board vacancies as and
when they arise.
The main roles and responsibilities of the Committee
with regards to Remuneration are to:
→ determine and agree with the Board the framework
or broad policy for the remuneration of the
Company’s Chair, executive director, non-executive
directors, and such other members of the Executive
Team as it is designated to consider. No director or
Executive Team member shall be involved in any
decisions as to their own remuneration;
→ the Committee should take into account all
factors which it deems necessary in determining
the remuneration policy. The objective of the
remuneration policy shall be to ensure that the
Executive Team and Directors are provided with
appropriate incentives to encourage and enhance
performance and are, in a fair and responsible
manner, rewarded for their individual contributions to
the success of the Company;
→ review the ongoing appropriateness and relevance of
the remuneration policy;
→ supervise the LTIP, Annual Bonus Plan and the
Deferred Bonus Plan and any other remuneration
schemes of the Company from time to time;
The Committee reports formally to the Board on
its proceedings on all matters within its duties and
responsibilities and on how it has discharged its
responsibilities. The Committee meets at least twice per
year and at such other times as the Committee Chair
shall require. Other Directors and third parties may be
invited by the Committee to attend meetings as and
when appropriate.
Activity
The Committee met two times during the financial year
and once following the year end. The principal matters
considered at these meetings included, but were not
limited to:
→ agreeing the role specification and overseeing the
recruitment process which led to the successful
appointment of Henry Strutt as Board Chair on 1 June
2023;
→ the performance review, and evaluation of the
composition of, the Board;
→ the review and consideration of Executive Team
performance, appointments and structure;
→ the consideration of proposals and approval of the
Executive Team remuneration package including;
– approval of Executive Team salaries for the year
ended 31 March 2025 (the “2025 performance
period”);
GOVERNANCE
Report of the Nomination and
Remuneration Committee
69
– assessing the Executive Team’s performance
against the vesting criteria for the year ended
31March 2024 and determining the annual cash
bonus and deferred share awards based on that
performance;
– granting of share awards under the terms of the
LTIP for the 2024 performance period including
the targets to be achieved for the awards to vest;
– setting terms and agreeing performance targets
for the 2025 LTIP share awards;
– setting of the performance targets for the 2025
performance period;
→ agreeing the Company’s annual staff plan and
remuneration budget;
→ overseeing the transition of duties previously
performed by the ESG and Engagement Committee
to the newly formed ESG Steering Group and to the
re-named Audit, Risk and Engagement Committee
(formerly the Risk and Audit Committee); and
→ planning the future size, shape and structure of the
Board, and of its formally constituted committees, as
part of the Grindrod integration.
Board Composition
The Committee continuously reviews the composition,
skill sets, experience, and diversity of the Board. The
Board consists of seven members of which five are
considered independent. Frank Dunne served as an
interim chair following the resignation of Nicholas
Lykiardopulo on 6 January 2023. Effective 1 June 2023,
Henry Strutt assumed the role of independent Chair, and
Frank Dunne continued his role as Senior Independent
Director (“SID”).
On 1 January 2024, Charles Maltby was appointed to
the Board as a non-executive Director and from 1 April
2024 serves as the Board’s nominated individual for
liaising with the Executive Team on ESG matters. Mr.
Maltby has over 20 years of experience in the shipping
industry and currently serves as the CEO of BW Epic
Kosan. His appointment to the Board coincided with his
retirement from his role as a non-executive Director of
Grindrod on 31 December 2023.
In addition, Helen Tveitan resigned as a non-executive
Director and Chair of the Company’s ESG and
Engagement Committee, effective 31 March 2024, in
order to devote greater time to her other business and
personal commitments. On 1 April 2024 the ESG and
Engagement Committee was disbanded, and all duties
were divided between the newly formed ESG Steering
Group, and the renamed Audit, Risk and Engagement
Committee (formerly the Risk and Audit Committee).
An independent search consultancy was not engaged
in connection with the appointment of Charles Maltby.
While the Directors believe that such firms can provide
highly skilled, credible candidates for Board succession,
the Committee took the opportunity to appoint Mr.
Maltby as part of an evolving business and recognising
the enlarged pool of talent available to the Directors
from within the Combined Group. He brings a deep
understanding of the Grindrod business to the Board,
which will aid the integration of the businesses.
Additionally, he brings extensive experience of shipping
operations.
Grindrod
As reported in the Company’s annual report for the year
ended 31 March 2023, Edward Buttery continues to serve
as joint CEO of the Company and of Grindrod. The
Committee reviewed the recommendation proposed
by the Grindrod board concerning Mr. Buttery’s
remuneration which is disclosed in the table on page76.
Board Tenure
The Board, in accordance with the AIC Code, has
adopted the policy to limit the tenure of Non-Executive
Directors, including the Chair to nine years.
Succession Planning
The Nomination and Remuneration Committee
continues to maintain and develop the Board’s
succession planning arrangements to ensure the
arrangements remain effective, and that a diverse
pipeline for succession is maintained which remains
aligned with the Company’s and Combined Group’s
strategy and future leadership needs. The Grindrod
transaction represented a significant milestone for
the Company and provided access to a deep pool
of talented leadership with substantial knowledge of
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202470
the market and of the Grindrod business. Pending
completion of Grindrod’s selective capital reduction
and Grindrod becoming a wholly owned subsidiary,
the Committee has reviewed the composition of the
Board with a view to merging the Taylor Maritime
and Grindrod boards. The Board’s proposals, which
are subject to shareholder approval, are set out in the
Chairman’s Statement on page 18. The Board believes
utilising its current internal talent pool in this way will
enhance its effectiveness and further assist in integrating
Grindrod into the wider group.
Diversity Policy
TMI is committed to treating all employees equally and
considers all aspects of diversity, including gender and
ethnic diversity, when considering recruitment at any
level of the business. All candidates are considered on
merit and against objective criteria, but having regard
to the right blend of skills, experience and knowledge
at the Board and Executive level, and amongst our
employees generally.
Board Diversity Statement
The Company’s policy is the Board should have an
appropriate level of diversity, taking into account
relevant skills, experience, gender, social and ethnic
backgrounds, cognitive and personal strengths. The
Directors’ biographies are disclosed on pages 56-59.
In accordance with the requirements of the Listing Rules
LR 9.8.6 R (9) to (11), the Company is required to include
a statement in the annual report setting out whether it
has met the following targets on Board diversity as at
31 March 2024:
1. At least 40% of individuals on its board are women;
2. At least one of the senior board positions
1
is held by a
woman; and
3. At least one individual on its board is from a minority
ethnic background.
The following tables set out the diversity information,
which was obtained through anonymous questionnaires
provided by the Company Secretary, for both the Board
and the Executive Team as at 31 March 2024:
Gender
identity or sex
Number of Board
members
Percentage of
the Board
Number of senior
positions on the
Board
Number in
Executive Team
2
Percentage of
Executive Team
Men 5 62% 3 2 50%
Women 3 38% 3 2 50%
Not specified/
prefer not to say
- - - - -
Ethnic background Number of
Board members
Percentage of
the Board
Number of
senior positions
on the Board
Number in
Executive Team
2
Percentage of
Executive Team
White British or other
White (including
minority white groups)
7 88% 5 2 50%
Asian/Asian British 1 12% 1 1 25%
Mixed/Multiple
Ethnic Groups
- - - 1 25%
Not specified/
prefer not to say
- - - - -
1
The Company considers the positions of Chief Executive Officer, Chairman, Senior Independent Director and the Chair of the Board Committees to be senior positions of the Board.
2
Mr. Buttery is considered a member of the Executive Team, however, the diversity information for Mr Buttery is included as a member of the Board.
71
As disclosed above, the Board have taken account
of the targets set out in the FCA’s Listing Rules. The
Listing Rules specify the positions of CEO, CFO, Chair
and SID as being senior positions. The Company is an
internally managed investment company with a unitary
Board comprised of both executive and non-executive
Directors which includes the CEO. Recognising several
senior Company positions are held by non-Board
members, in addition to the Board, the Directors
deemed it appropriate in the context of the Company
to extend the scope of senior company positions for
diversity reporting purposes to include the Deputy CEO,
CFO, CSO and COO.
For example the Chief Financial Officer for TMI (the
“CFO”), is employed by TMI Advisor Pte. Limited
in Singapore. This role is held by a woman of Asian
ethnicity. The roles of Chairman, CEO and SID do have
Company board appointments and are all currently held
by men. However, the Board considers the Chairs of all
the Board Committees to be senior board positions and
the above disclosures have been made on this basis. The
above information has been provided by each Director
and Executive Team member.
As of 1 April 2024, following the resignation of Helen
Tveitan, the Board does not meet its target of at least
40% female representation overall, however, as stated
in the Corporate Governance Report, 40% of the
independent Directors are female. Despite this shortfall,
we continue to prioritise diversity in all its forms within
our Board and our TMI-wide governance structures.
The appointment of Mr. Maltby, though impacting
our gender balance, brings a wealth of industry and
Grindrod-specific knowledge that is essential to our
future effectiveness as a Board and as a fully-integrated
business. Notwithstanding, the Board will seek to
address the gender imbalance as part of its succession
planning arrangements and remains committed
to appointing highly capable candidates based on
individual merit, whilst also considering the diversity
needs of the Board.
In accordance with the Listing Rules, the Company
confirms that the numerical data presented in the
table above was collected directly from the non-
executive Directors on the Board and the Executive
Team. Respondents were provided with an anonymised
form asking them to specify how they wished to
be categorised for the purposes of the Listing Rule
disclosures.
Board Evaluations
The Board, led by the Chair of the Nomination and
Remuneration Committee, conducted a formal internal
evaluation of its performance during the year ended
31 March 2024. The evaluation was carried out using
self-assessment questionnaires prepared by the
Company Secretary. The purpose of the evaluation was
to assess the effectiveness of the Board as a whole, the
effectiveness of the Chair, as well as the performance of
individual directors.
The process involved a series of numerical gradings and
options for qualitative feedback and covered a range of
areas, including:
→ Board composition and diversity
→ Board information, processes and procedures
→ Board culture and dynamics
→ Board accountability and effectiveness
→ Risk management and oversight
→ Strategy development and implementation
→ Financial reporting and controls
→ Stakeholder engagement and communication
The results of the evaluation confirmed that the Board
continued to operate effectively, and no significant
failings or deficiencies were identified. Feedback from
the process provided valuable insight to areas where
further investigation may enhance the Board’s effective
operation and formed part of the Board’s agenda
for the year ended 31 March 2024. These included
actions surrounding Board and committee composition,
improvements to Board reporting and opportunities for
topical industry training.
The Board remains committed to continuous
improvement and ensuring that it operates effectively
and in the best interests of the company and all key
stakeholders.
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202472
Remuneration Policy
At the Company’s Annual General Meeting (“AGM”)
on 6 September 2023, ordinary resolutions were
proposed to shareholders to approve the Directors’
Remuneration Policy and the Directors’ Remuneration
Report for the year ended 31 March 2024. Both
resolutions had substantial support with 98% and 87%
respectively of votes at the meeting being cast in
favour. The Committee was pleased by the high level of
shareholder support for the Remuneration Policy and
the Remuneration Report.
The overall objective of our policy is to provide a
straightforward remuneration package which seeks to
attract and retain high calibre candidates for Director
succession, possessing the requisite skills, knowledge
experience and qualifications needed to manage and
grow the business successfully and to enhance long-
term shareholder value.
The Committee has, in reviewing the current
remuneration policy and in its consideration of the
policy to be proposed to Shareholders in respect of
the financial year ending 31 March 2025; had extensive
discussions and consulted various published surveys on
executive pay and non-executive fees for investment
trusts and other listed companies; as well as taken
advice from the non-Executive Board members who
have knowledge of remuneration packages paid to
executives in listed shipping companies.
UK Code
As an internally managed investment company
reporting against the provisions of the AIC Code,
the AIC code requires that companies should have
regard to any provisions of the UK Code which have
been amended or deleted from the AIC Code when
considering any arrangements which differ from those
of externally managed companies.
Accordingly, we have considered the provisions of
Section 5 of the UK Code in developing our policy on
executive remuneration and believe we comply based on
the following:
→ We operate consistent pension arrangements over
all our TMI workforce, with only base salary being
pensionable, also ensuring that we comply with any
local statutory requirements;
→ LTIP awards vest after three years and the Executive
Director is subject to a further two-year holding period.
The policy includes provisions for both good and bad
leavers, as well as a policy for unvested shares.
→ The terms of the Company’s incentive plans
include provisions whereby the Nomination and
Remuneration Committee may, at its discretion,
adjust the amount of any cash or share award which
would otherwise be paid as a result of the formulaic
outcome of any performance target.
→ The Company’s share-based incentive schemes
are currently only available to the Executive Team,
however, as TMI grows it is expected that schemes will
be extended to all employees.
→ The Nomination and Remuneration Committee
believes that variable remuneration schemes are clear,
fair, proportionate, align with TMI performance and
culture and do not encourage inappropriate risk taking.
Directors’ Remuneration Policy
Shareholder approval will be sought at the forthcoming
Annual General Meeting of the policy as set out below.
Subject to shareholder approval, the policy will take
effect immediately after the Annual General Meeting
and will apply to the financial year from 1 April 2024 to
31 March 2025.
73
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
For the year 1 April 2024 to 31 March 2025
Base Salary
Purpose: A base salary to attract and retain an Executive Director with skills, experience and
qualifications needed to manage and grow the business successfully.
Operation: The base salary is reviewed annually with changes effective 1 April. When setting
base salaries the Committee will consider relevant market data, as well as the scope
of the role and the individual’s skill and experience.
Maximum: No absolute maximum has been set for the Executive Director’s base salary.
Any increase is approved by the Nomination and Remuneration committee based on
changes the breadth of the role and also market salary information.
Grindrod Remuneration: The Executive Director is paid to undertake the joint CEO role an additional base
salary of £427,000.
Pension
Purpose: Required in industry standards and legislation.
Operation: Monthly pension contributions made to an occupational retirement plan.
Maximum: A rate of 10% of base salary is paid to all employees including the Executive Director.
Annual Bonus and Deferred Bonus Plans
Purpose: A short-term incentive to reward the Executive Director on meeting TMI’s annual
financial and strategic targets and on their own personal performance.
Operation: The Committee may determine the proportion of the annual bonus that will be paid
in Company shares. Bonuses allocated in the form of shares will be deferred for
three years with the shares vesting in three equal instalments commencing with the
first anniversary of the award, followed by a two year hold period.
Maximum: The maximum permitted under the rules will be 100% of base salary.
Performance Measures: That annual bonus is based on a range of financial, strategic, ESG, operational and
individual targets. The specific targets and weightings will be determined each year
by the Committee.
Clawback: Clawback provisions may be applied in the event of a material misstatement or an
error in assessing a performance condition or material misconduct on behalf of the
award holder.
Executive Director’s Remuneration Policy Table
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202474
Non-Executive Directors’ Remuneration Policy Table
For the year 1 April 2024 to 31 March 2025
Non-Executive Director Fees
Purpose: To provide competitive non-executive directors fees.
Operation: Annual fee for the Chair and an annual base fee for other non-executive Directors.
Additional fees for those Directors with additional responsibilities such as chairing a
committee or acting as a Senior Independent Director or for a specific project.
Annual fees are paid quarterly in arrears.
Non-executive Directors are not eligible to receive share options or other
performance related remuneration.
Non-executive Directors are entitled to reimbursement of reasonable expenses.
Maximum: The Company’s Articles set an annual limit for the total of non-executive Directors’
remuneration of £500,000.
Long-term Incentive Plan
Purpose: A long-term incentive plan to align the Executive Director’s performance with the interests
of shareholders and to promote the long-term sustainable success of the Company.
Operation: Awards are granted annually usually in the form of a conditional share award or nil
cost option.
Awards will vest at the end of a three-year period subject to meeting the
performance conditions and continuing employment, followed by a two year hold
period.
Maximum: Annual awards with a maximum of up to 200% of base salary may be made,
although awards are not expected to be above 150% of base salary.
Performance Measures: Vesting conditions will be subject to performance conditions as determined by the
Committee on an annual basis. The 2025 performance period awards are based on:
1. Financial target divided equally between average annual total NAV return and
total Shareholder return for a three year period (80%). For threshold levels of
performance 50% of the awards vest rising on a straight-line basis to 100% for
maximum performance; and
2. Reaching ESG targets over a three year period (20%).
Clawback: Clawback provisions may be applied in the event of a material misstatement or an
error in assessing a performance condition or material misconduct on behalf of the
award holder.
75
Letters of Appointment
All the non-executive Directors were appointed as
Directors by letters of appointment.
Each Director’s appointment letter provides that,
upon the termination of their appointment, they must
resign in writing and all records remain the property
of the Company. The Directors’ appointments can be
terminated in accordance with the Articles and without
compensation. The Articles provide that the office of
a director shall be terminated by, among other things:
(a) written resignation; (b) unauthorised absences
from board meetings for twelve months or more; (c)
unanimous written request of the other directors; and (d)
an ordinary resolution of the Company.
Under the terms of their appointment, each Director is
subject to re-election at the AGM on an annual basis.
The Company may terminate the appointment of a
Director immediately on serving written notice and no
compensation is payable upon termination of office
as a director of the Company becoming effective. No
non-executive Director has a service contract with the
Company, nor are any such contracts proposed.
Service Contracts
The Executive Director has a service contract with the
Company containing the remuneration elements set out
within this policy. There is no fixed length of service and
termination is subject to a notice period of 12 months.
The Executive Director’s service contract is available for
inspection at the Company’s registered office.
Policy for Other Members
of the Executive Team
Remuneration for other members of the Executive Team
follow the same principles as for the Executive Director
with a significant element of remuneration being linked
to performance measures. The Committee review
the pay awards to members of the Executive team in
consultation with the Executive Director annually.
Remuneration for the year
ended 31 March 2024
The table below sets out the total remuneration
receivable by each Director who held office during the
year ended 31 March 2024:
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
Name Salary/Fee
£’000
Additional
Fee £’000
Pension
Salary
Supplement
£’000
Total Fixed
£’000 (A)
Annual Bonus
£’000
Total Variable
£’000 (B)
Total £’000
(A) + (B)
Total $’000
Executive Director
Edward Buttery 530.0 - 53.0 583.0
1
397.5 397.5 980.5 1,240.7
Non-Executive Directors
Henry Strutt (Chair)
2
74.9 - - 74.9 - - 74.9 93.2
Frank Dunne 69.1 - - 69.1 69.1 85.9
Christopher Buttery 60.0 - - 60.0 - - 60 75.2
Trudi Clark 70.0 - - 70.0 - - 70 87.6
Sandra Platts 67.5 - - 67.5 - - 67.5 84.5
Helen Tveitan
3
67.5 - - 67.5 - - 67.5 84.5
Charles Maltby
4
14.9 - - 14.9 - - 14.9 18.9
Total 953.9 - 53.0 1,006.9 397.5 397.5 1,404.4 1,770.5
1
Excludes “other employment costs”
2
Appointed 1 June 2023
3
Resigned 31 March 2024
4
Appointed 1 January 2024
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202476
Mr Buttery is employed directly by the Company and
received a basic annual salary of £530,000 for the
year ended 31 March 2024 (31 March 2023: £500,000).
Mr Buttery also received an additional base salary
of £342,500 from Grindrod for his joint CEO role for
the year ended 31 March 2024 (31 March 2023: not
applicable).
Annual Bonus
On 25 April 2024, the Committee approved an annual
bonus payable to Mr Buttery of £397,500 (31 March
2023: £375,000), which is based on an assessment of
75% of his performance criteria being met as detailed
further in the table on page 79. Of the £397,500
(31March 2023: £375,000) annual bonus award, 50%
is payable in cash and 50% payable in Ordinary Shares.
The share awards will vest in equal instalments over
three years commencing from the first anniversary of
the award and are subject to a further two-year holding
period.
In addition, Mr Buttery was awarded an annual bonus of
£342,500 from Grindrod in relation to his joint CEO role
for the year ended 31 March 2024 (31 March 2023: not
applicable).
For the Performance
Period
1 April 2023 to
31 March 2026
1 April 2022 to
31 March 2025
31 March 2021
to 31 March 2024
Date of Grant 9 August 2023 2 August 2022 26 August 2021
Vesting Date 8 August 2026 1 August 2025 25 August 2024
Vesting Criteria 80% average annual total
NAV return for period from
1 April 2023 to 31 March
2026 (see table below)
20% ESG targets over
similar period
80% average annual total
NAV return for period from
1 April 2022 to 31 March
2025 (see table below)
20% ESG targets over
similar period
100% average annual total
NAV return for the period
from IPO to 31 March 2024
(see table below)
LTIP Contingent
Share Award
816,621 642,629 750,000
Long Term Incentive Plan (“LTIP”)
77
The LTIP award which is linked to the average Total NAV return vests based on the following table:
Average annual total NAV Return % of award which vests
Less than 7%
1
0%
5% 30%
6% 40%
7% 50%
8% 60%
9% 70%
10% 80%
11% 90%
12% or more 100%
31 March 2024 31 March 2023
Bonus Awards US$1,297,801 US$966,000
9 August 2023 2 August 2022 26 August 2021
LTIP Contingent
Share Award
1,036,522
Ordinary Shares
1,446,293
Ordinary Shares
1,545,000
Ordinary Shares
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
The ESG targets include various objectives in line with TMI’s ESG commitments on responsible investments,
climate change, environmental management, compliance and conduct, community engagement and
corporate governance.
Performance Grants to Other Members of the Executive Team
Other members of the Executive Team were awarded by the Committee annual bonuses and long-term
incentive awards on the same terms as those awarded to Mr Buttery as follows:
Of the US$1,297,801 bonus awards in relation to the year ended 31 March 2024 (31 March 2023: US$966,000) to
the other Executive Team members, US$703,231 was payable in cash and US$594,570 in Ordinary Shares under
deferred bonus plan (31 March 2023: Bonus awards: US$483,000 was payable in cash and US$483,000 in Ordinary
Shares).
The number of deferred shares to be awarded to each member of the Executive Team is to be determined using a five-
day average of the closing price of the Company’s Ordinary Shares and the share awards will vest in equal instalments
over 3 years and an announcement will be released at the point each share award vests with the Award holder.
1
Effective from August 2023, the 5-6% total NAV return lines were removed and the minimum threshold increased to 7% to earn 50% of the potential award.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202478
Director’s Remuneration for the year ended 31 March 2025
Executive Director Change from the year ended 31 March 2024
Base Salary £530,000
The Executive Director is also paid to
undertake the CEO role of Grindrod a
base salary of £427,000.
No increase in base salary from prior year from the
Company.
An increase of c.25% compared to £342,500 for the
year ended 31 March 2024, reflecting the additional
duties being performed in relation to the integration
of the TMI and Grindrod businesses.
Pension 10% of Salary 10% of Salary – No change from prior year.
Annual Bonus Based on performance for the 2025
performance period, shown as a
percentage of base salary:
→ 70% based on financial and strategic
targets;
→ 10% based on ESG targets;
→ 20% based on personal targets
defined for each awardee
Based on performance for the 2024 performance
period, shown as a percentage of base salary:
→ 30.0% based on total NAV return of 10% of more;
→ 50.0% based on strategic objectives in particular
around the integration of Grindrod;
→ 10.0% based on ESG targets;
→ 10.0% based on personnel development.
The Committee assessed that the achievement level
of the above objectives for the 2024 performance
period was 75%. Of which:
→ 50.0% cash - £198,750, will be paid in cash; and
→ 50.0% shares - £198,750, will be paid in shares
(The shares will vest in equal instalments over 3
years and are subject to a further 2 year hold
period).
LTIP Based on 3 years’ performance from 1
April 2024:
→ 80.0% based on:
– Total NAV Return (40% weighting);
and
– Total Shareholder return (40%
weighting)
In each case, with a threshold target of
7% and maximum target of 12%.
→ 20% based on ESG targets
Based on 3 years’ performance from 1 April 2023:
→ 80.0% based on annual total NAV return
– Threshold target 7.0%
– Maximum target 12.0%
→ 20.0% based on ESG targets
79
Non-Executive Directors Change from the year ended 31 March 2024
Fees
No changes to Non-executive Director fees are
proposed this year, other than the ESG and
Engagement Committee has discontinued and
the ESG Steering Group formed.
Chair £90,000
Director £60,000
Additional Fees
Senior Independent Director £5,000
Audit, Risk and Engagement Chair £10,000
Nomination and Remuneration Chair £7,500
ESG Steering Group responsible Director £7,500
GOVERNANCE
Report of the Nomination and
Remuneration Committee
continued
Sandra Platts
Nomination and Remuneration Committee Chair
22 July 2024
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202480
GOVERNANCE
Report of the Audit, Risk
and Engagement Committee
The Company has established an Audit, Risk and
Engagement Committee (formerly the “Risk and
Audit Committee”) (the “Committee”) with formally
delegated duties and responsibilities within written terms
of reference (which are available on the Company’s
website and from the Company Secretary).
On 8 March 2024, the Board reviewed the composition
of its fully constituted committees. As a result of this
review and noting Helen Tveitan’s intended retirement,
the Board determined that the ESG and Engagement
Committee would be disbanded effective 31 March
2024 coinciding with Mrs Tveitan’s retirement. In
connection with this, the responsibility for oversight of
the effectiveness of the Company’s mechanisms for
stakeholder engagement, any related party matters and
the review of service providers provision has moved to
the Committee.
Chair and Membership
The Committee is comprised entirely of independent
Directors, and the membership as at 31 March 2024
was: Trudi Clark (Chair), Sandra Platts, Frank Dunne and
Charles Maltby. Charles Maltby was appointed to the
Committee on 8 March 2024 replacing Helen Tveitan
who retired from the Board on 31 March 2024. On 1 June
2023, Frank Dunne was re-appointed to the Committee
following his period as the Board’s Interim Chair.
All Committee members have competence relevant to
the listed investment funds sector in which the Company
operates. The Committee is chaired by Trudi Clark, a
Chartered Accountant, who has held senior financial
roles in the finance industry, previously spent 10 years in
public practice as well as having extensive experience
of chairing listed company audit committees. Trudi’s full
biography can be found on page 58.
All members of the Committee are independent
Directors; have no present links with Deloitte LLP, the
Company’s Auditor (the “Auditor” or “Deloitte”); and
are independent of the Executive Team. The Committee
meets at least four times a year and with the Auditor as
appropriate.
Duties
The primary function of the Committee is to provide
oversight and reassurance to the Board, specifically
with regards to:
→ Annual Financial Reporting and Compliance:
Ensuring that the Annual Report and Audited
Consolidated Financial Statements, taken as a whole,
are fair, balanced, and understandable and provide
the information necessary for Shareholders to assess
TMI’s performance, business model and strategy.
→ Financial Reporting Quality and Integrity: Oversight
of the integrity of any other significant financial
disclosures, including the Interim Report, considering
compliance with legal and regulatory requirements.
→ External Audit: Audit arrangements, including the
competency and independence of the external
auditors and effectiveness of the audit process.
→ Internal Audit Provision: Oversee the establishment
and organisation of the TMI’s Internal Audit function.
→ Risk Management: Identifying and managing the
TMI’s principal and emerging risks.
→ Internal Controls: Monitoring the adequacy and
effectiveness of the Company’s internal controls.
→ Third-Party Service Providers: Evaluating the
performance of third-party service providers
to ensure alignment with TMI’s objectives and
compliance standards.
→ Conflict of Interest and Ethics Oversight: Oversight
of potential conflicts of interest of any related
party transactions, as well as ensuring that there
are appropriate mechanisms for reporting and
handling allegations of fraud or unethical conduct.
This includes the oversight of the Company’s
arrangements for whistleblowing and ensuring
compliance with laws and regulations.
81
GOVERNANCE
Report of the Audit, Risk
and Engagement Committee
continued
Financial Reporting
The Committee has active involvement and oversight in
the preparation of the Company’s Financial Statements
(including supplementary information not subject to
statutory audit) and in providing oversight to the audit.
The Committee considers that the most significant area
of risk likely to impact the Financial Statements is the
valuation of TMI’s shipping investments including its
investment in Grindrod.
A summary of the actions taken by the Committee
to satisfy itself as to the accuracy of the value and
disclosures around investments in the Consolidated
Financial Statements for 31 March 2024 is summarised
below.
Significant Matters considered by the Audit, Risk and
Engagement Committee in relation to the Financial
Statements
Fair value of Financial Assets at fair value through profit
or loss
Matter Action
Fair Value of the TMI Fleet
1. Delivered Vessels
The fair value of delivered vessels represents US$290
million as at 31 March 2024 (31 March 2023: US$373
million). The TMI fleet is valued by two independent ship
valuation brokers (Hartland Shipping Services Limited
and Braemar ACM Valuations Limited) on a charter-free
basis, with the arithmetical mean of the two valuations
taken as the balance sheet value. Such valuations are
subjective, requiring significant judgement by the valuers.
Errors in the valuation could have a material impact on
the Company’s net assets.
The Executive Team, review the outcomes of the
valuation process throughout the year and discuss with
the brokers individual ship valuations based upon their
specialist knowledge of particular vessels.
At the reporting date the Committee and other
members of the Board discuss in detail the independent
ship brokers’ valuation in comparison to our in-house
Executive Team views and current market conditions
and recent S & P activity.
The Committee also considers the ongoing
independence of the two external brokers.
2. Adjustments for Charter Leases
As the brokers’ valuations are prepared on a charter
-free basis, the Executive Team assesses any difference
in value arising from the contracted charter versus the
market rate for those contracts which have greater than
12 months to run from 31 March 2024. If the difference
is material, the valuation of the vessel is adjusted
accordingly.
The calculations prepared by the Executive Team are
reviewed by the Committee including a review of the
market rate used which is compared to FFA benchmark
rates.
3. Fair Value – Undelivered Vessels
Vessels sold but not yet delivered – valuation is the
agreed selling prices under the relevant memoranda of
agreements, of these vessels.
Enquires of Executive Team to ensure that memoranda
of agreements (“MOAs”) and other sale documentation
has been entered into and that contract terms are
binding.
This would be subject to the same scrutiny and
procedures as when determining the fair value of
delivered vessel as described above.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202482
Matter Action
4. Investment in Grindrod
The Company’s investment in 82.3% of the share capital
of Grindrod held via the SPV, Good Falkirk (MI) Limited is
valued as a level 3 asset.
Fair value adjustments for the Grindrod vessel assets
were established using a similar valuation basis as for
TMI’s vessel assets.
In determining the fair value of the 82.3% stake in
Grindrod, the Committee considered inputs that best
represent this value, adhering to IFRS 13’s requirement
to maximise observable inputs and minimise
unobservable ones. The Committee assessed that
the unit of account for this controlling interest is the
investment as a whole, rather than individual listed
shares in Grindrod. Consequently, the fair value must
be adjusted for unobservable inputs, such as the control
premium, to reflect how the market would absorb a sale
of the entire investment. The Committee concluded that
the best assessment of fair value of the investment in
Grindrod is TMI’s ownership interest in the fair market
value of Grindrod’s fleet and other assets and liabilities.
Since the Grindrod investment value is a significant
portion of the overall NAV of the Company (67%), the
Committee commissioned an independent globally
recognised accountancy firm (the “Independent
Valuer”) to provide the Company with an independent
valuation of the Grindrod investment. The Independent
Valuer assessed the fair market value of Grindrod’s
vessels and its other assets and liabilities (the “Net Asset
Value (“NAV”) valuation approach) and used that as the
primary valuation approach for the investment. It was
corroborated by a secondary valuation approach using
a DCF model.
The Committee reviewed the content of the report as
well as an overview of the supporting calculations with
the Executive Team.
83
GOVERNANCE
Report of the Audit, Risk
and Engagement Committee
continued
Other Matters considered by the Audit, Risk and
Engagement Committee in relation to the Financial
Statements
The Committee reviewed in conjunction with the
Executive Team the Interim and Annual Financial
Statements. The Committee focused on the following
areas:
→ The quality and acceptability of the accounting
policies applied.
→ Material areas where critical judgements, estimates
and assumptions have been made.
→ Compliance with International Financial Reporting
Standards (“IFRS”).
→ Clarity of disclosures within the financial statements
as a whole.
→ Information presented in the non-IFRS alternative
performance measures.
→ Whether the financial statements taken as a whole
are fair, balanced and understandable.
Following this review, the Committee was able to
recommend to the Board that the Interim and the
Annual Consolidated Financial statements be approved.
External Auditor
Audit Tender Process
The Committee has responsibility for making a
recommendation on the appointment, re-appointment
or removal of the Auditor.
In line with the ongoing integration plans of Grindrod
and our commitment to introducing operational
efficiencies across the Combined Group, the Committee
made a strategic decision to put the external audit
services out to tender. The decision to have a single
external auditor for the Combined Group was to
ensure a cohesive and unified approach to both the
independent audit and financial reporting across
Combined Group.
As a result, the Combined Group undertook a
rigorous external audit tender process. Following a
comprehensive evaluation, PricewaterhouseCoopers
LLP (“PwC”) stepped down, and the Board appointed
Deloitte LLP as the Company’s external auditor on 6
December 2023. This critical decision was managed
by an Audit Tender Panel (“ATP”) specifically appointed
for this purpose. The ATP was composed of members
including the Chair of the Committee, two members
from the Grindrod Audit Committee, the CFO and
Financial Controller of TMI, and Grindrod’s CFO.
This diverse team ensured a robust and balanced
assessment of the proposals submitted by prospective
audit firms, and that the chosen firm had the resource,
skills, experience, and geographic presence to
undertake an effective audit of the Combined Group.
The tender process was both competitive and inclusive,
drawing interest from seven distinguished audit firms.
After a meticulous review of initial proposals, two
firms were shortlisted and invited to present their
credentials in the final stage. These presentations were
thoroughly evaluated by the ATP based on stringent
criteria that included audit quality, the firm’s global
reach and industry experience, and their approach
to audit transparency and independence. Following
these presentations, the ATP made a well-considered
recommendation to the Committee, which ultimately
led to the appointment of Deloitte LLP. This choice
underscores the Board’s commitment to maintaining
the highest standards of audit integrity and financial
scrutiny.
External Audit
During the period under review, the Committee received
and reviewed the audit plan and report from the Auditor.
To assess the effectiveness of the Auditor, the
Committee reviewed:
→ The Auditor’s fulfilment of the agreed audit plan and
variations from it, if any;
→ The Auditor’s assessment of its objectivity and
independence as auditor of the Company;
→ The Auditor’s report to the Committee highlighting
their significant areas of focus in the conduct of their
audit and findings thereon that arose during the
course of the audit; and
→ Feedback from the Executive Team and Company
Secretary evaluating the performance of the audit
team.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202484
For the year ended 31 March 2024, the Committee was
satisfied that there had been appropriate focus and
challenge on the primary areas of audit risk and confirmed
the quality of the audit process was to a high standard.
The Committee also focused on the provision of any
non-audit services, which requires the consent of
the Committee, and any implications on auditors
independence of providing those services.
The following table summarises the remuneration paid
to Deloitte (31 March 2023: PwC) for audit-related and
non-audit services provided to the Company:
For the year ended 31
March 2024
£
For the year ended 31
March 2023
£
Annual audit of the Company 529,000 401,600
Interim review of the Company - 45,000
Total audit-related services 529,000 446,600
Total non-audit services - -
The increase in annual audit fees this year reflects
inflation rates and the increasing complexity of the
Group’s activities. Additionally, it includes the costs
associated with Deloitte’s first-year audit, such as
onboarding, review of predecessor audit files, and other
initial audit engagement costs.
Internal Controls
Within TMI, the Executive Team and Administrator
together maintain a system of internal control on which
they report to the Board.
The Executive team is also responsible for the oversight
of Grindrod and the services provided by the Technical
and Commercial Manager covering the operations of
the Combined Group vessels. Any issues are escalated
to the Committee. There is a formal reporting structure
concerning all financial controls to the CFO, in addition
the CFO is able to provide day to day oversight
of financial controls delegated to the Commercial
Manager due to the close proximity of key members of
the Commercial Manager financial team in Singapore.
As the Company is an investment fund, certain financial
functions are outsourced to the Administrator. To ensure
the Administrator has an adequate system of internal
controls, the Committee requires that the Administrator
receives an internal controls assurance report from an
independent accountant. One control deficiency was
identified in the Administrator’s latest internal control
assurance report. The Administrator has informed the
Committee that the deficiency was unrelated to the
services provided by the Administrator to the Company
and was promptly resolved by the Administrator upon
receipt of the report. Additionally, on an annual basis,
the Administrator is asked to provide responses via a
questionnaire on their control environment and internal
control systems.
The Committee also considered the internal control
structure of Grindrod and notes that, as it is currently
listed on the NASDAQ, it is subject to rigorous
independent scrutiny of its internal control framework.
Grindrod has its own Audit Committee and has
outsourced its Internal Audit provision to a third party.
The Chair of the Committee and the Audit Committee
Chair of Grindrod are in regular contacts and any major
issues are escalated to the Board as a whole. A further
oversight is provided by Edward Buttery acting as joint
CEO and Director of both the Company and Grindrod.
As a result of the above, the Committee is satisfied
that TMI have established an internal control reporting
framework which provides reasonable assurance of the
effectiveness of internal controls.
85
GOVERNANCE
Report of the Audit, Risk
and Engagement Committee
continued
Risk Assessment
As the Company’s investment objective is to invest all of
its assets into the Holdco and the SPVs, the Committee,
after consultation with the Executive Team and the
Administrator, considers the key risk of misstatement
in its Financial Statements to be the valuation of its
investment in Holdco and the SPVs, but are also mindful
of the risk of the override of controls by the Executive
Team and the Administrator.
Annually and in accordance with the AIC Code the
Committee on behalf of the Board undertakes a full
review of the Company’s business risk, which have
been analysed and recorded in the principal risks and
uncertainties matrix. The Committee regularly discusses
the ongoing external risk associated with shipping
and is mindful to the risks to the Company’s strategy
associated with the effects of climate change.
Internal Audit Function
The Committee reviews annually whether an internal
audit function is required to provide assurance to the
Committee and the Board that the system of internal
controls is operating effectively. To date the Committee
considered that an independent internal audit function
was not required.
However, during the current year there have been
significant developments which has caused the
Committee to reconsider its decision. These were:
→ Internalising, via Grindrod, the commercial and
technical management of TMI’s fleet has caused the
responsibility of significant operational controls to
now indirectly be the responsibility of the Company.
→ Plans for 2025 to introduce common systems and a
financial and shipping operations platform for the
entire Combined Group.
→ The forthcoming changes introduced by the FCA in
their 2024 edition of the UK Corporate Governance
Code and the requirement for an internal control
assurance statement being introduced for accounting
periods beginning on or after 1 January 2026. To
meet the new requirements, the Committee has
considered the need to seek additional independent
assurance regarding the effectiveness of the
Company’s internal control environment than could
otherwise be achieved from the external audit.
Having considered the above, the Company has
appointed Grant Thornton Limited (“GT”) to assist in
establishing an internal audit function, effective from
16 May 2024. GT intends to present the proposed
scope of work and internal audit plan for the year
ended 31 March 2025 to the Committee in September
2024. The Company intends to establish its own “in
house” capability over the next 3 to 4 year period.
The Committee did also consider whether to expand
the third party internal audit provision provided to
Grindrod but decided that a globally recognised firm
would be most appropriate for our stakeholders, given
their extensive resources and understanding of the
UK internal control governance requirements. The
current provider has been retained for 2024 to provide
assurance on the operation of Grindrod’s controls.
Trudi Clark
Audit, Risk and Engagement Committee Chair
22 July 2024
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202486
GOVERNANCE
Report of the ESG and
Engagement Committee
Chair and Membership
During the year ended 31 March 2024, the ESG and
Engagement Committee (the “Committee”) comprised
Helen Tveitan, Trudi Clark, Frank Dunne and Sandra
Platts and was chaired by Helen Tveitan. The Committee
met three times during the year.
As stated earlier in this report, the Board determined
that the Committee would be discontinued, following
Helen Tveitan’s retirement from the Board on 31 March
2024 and that the ESG duties of the Committee would
transition to the newly formed, management-led ESG
Steering Group with Charles Maltby acting as the
Board’s nominated individual for ESG matters with
support from key stakeholders, notably the Deputy
CEO, and the Company’s Sustainability Manager. This
change in governance structure for ESG matters has
been driven by the Board recognising that ESG is now
well established within the Combined Group. Delegating
oversight to a dedicated ESG Steering Group will
provide more effective and efficient governance, as
the ESG Steering Group can meet more frequently
and drive the pathway to net zero on a day-to-day
basis. Additionally, with the Technical and Commercial
Managers now being subsidiaries within the Combined
Group, the ESG Steering Group will offer a more
effective communication platform with these key parties
on the implementation of the ESG strategies.
During the year, the Company’s ESG policy and
objectives were set and monitored by the Committee
which reported to the Board. The Executive Team
reporting to the Committee were responsible for
working with our external service providers and other
key stakeholders to progress TMI’s decarbonisation
priorities and other critical environmental, social and
governance objectives. See the “Environmental, Social
and Governance Review” on pages 34-40.
In addition, the Committee was responsible for the
regular review of the terms of the key service provider
agreements and assessing the performance of all the
key service providers during the year, with this oversight
function transitioning to Audit, Risk and Engagement
Committee for the forthcoming year.
Duties
The following duties were performed by the Committee
during the year and will transition as appropriate to
the Board itself for ESG matters and Audit, Risk and
Engagement Committee for stakeholder engagement,
related party and conflicts of interest matters
respectively.
Environmental, Social and Governance (“ESG”)
The Committee’s duties included, but were not limited to:
→ Guide, supervise and support the Executive Team in
drafting, and periodically reviewing, the ESG strategy
which sets out the guiding principles, objectives,
strategic actions and policies with respect to ESG
matters;
→ Assess ESG risks and opportunities for TMI, such
assessment to be carried out in alignment with chosen
reporting frameworks, including an assessment of
risks to TMI’s strategy from climate change;
→ Monitoring TMI’s adherence to concrete ESG
objectives and KPIs and oversee the reporting of
these objectives and KPIs;
Through the Committee, the Directors continually
monitored the performance of TMI’s objectives and
policies with respect to ESG matters and undertook a
formal, detailed assessment of performance against
ESG KPIs. From 1 April 2024 this responsibility will be
undertaken by the Board.
Engagement
In addition, during the year the Committee monitored
the performance of all key service providers and
undertook a formal, detailed assessment of the
performance and the terms of engagement of the
Company’s key service providers to ensure each
remained fair and reasonable and that their continued
engagement remains in the best interests of the
Company as a whole. This review process included
two-way feedback, which provided the Board with an
opportunity to understand the views, experiences and
any significant issues encountered by service providers
during the period. Further details are set out below
under the ‘Service provider performance assessment’
heading.
87
GOVERNANCE
Report of the ESG and
Engagement Committee
continued
The Directors recognise the importance of maintaining
strong and effective business relationships with the
Company’s key service providers and that high quality
interaction with these stakeholders is an important
factor in successfully delivering the Board’s strategy.
The performance assessment conducted by the
Committee seeks to ensure that:
→ the terms of engagement remain fair and reasonable
and reflective of the services performed in the
context of the nature, scale and complexity of the
Company;
→ strong alignment between the objectives of the
service provider and those of the Company;
→ they have not been the subject of any adverse event
which may present additional risk to the Company;
→ they remain appropriately incentivised to perform
their duties to a high standard; and
→ their continued engagement remains in the best
interests of the Company as a whole.
Related Party Interests and Oversight of the
Implementation of the Conflicts of Interest Policy
The Committee is responsible for ensuring that TMI’s
business is conducted fairly and with integrity. On behalf
of the Board, it was responsible for ensuring that all
potential conflicts of interest are recognised, recorded
and considered as follows:
→ managing conflicts of interest between the Board,
Executive Team and the other group parties;
→ considering the application of the Related Party
Rules as set out in Chapter 11 of the Listing Rules to
arrangements and agreements between TMI, the
Executive Team and any other related parties from
time to time;
→ considering any potential conflicts which may arise
between the providers of other services to the
Company.
From 1 April 2024, the performance review of service
providers and monitoring of related party interests
will be undertaken by the Audit, Risk and Engagement
Committee.
Main activities during the year
ESG Review
The Committee monitored the progress of the Company
with respect to the various initiatives relating to the ESG
Policy which is published on the Company’s website. On
20 October 2023, the ESG and Engagement Committee
was pleased to present the Company’s latest inaugural
standalone ESG report, covering the TMI’s activity for
the financial year ending 31 March 2023.
During the reporting period, the Committee undertook
the following activities:
→ Related Party Transactions: Reviewing the proposed
acquisition by Grindrod of the Commercial Manager
and Technical Manager, including liaising with the
Company’s professional advisers on the related party
aspects of the transaction;
→ ESG Integration: Receiving updates from the joint
TMI and Grindrod ESG Steering Committee on the
alignment of ESG activities, objectives and KPIs
across the Combined Group;
→ ESG Regulation: Monitoring the implementation
of arrangements recommended by the Executive
Team for compliance with the EU’s Emissions Trading
System (“EU ETS”). The Committee also received
reports from the Technical Manager to evaluate the
emissions performance of the Company’s vessels
and ensure that they are on track to meet incoming
industry decarbonisation regulations;
→ Energy Efficiency: Monitoring progress with the
Combined Group’s decarbonisation projects,
sustainability enhancements, vessel retrofits and
other energy efficiency initiatives being deployed
across the Combined fleet;
→ Charity and Welfare: Determining the beneficiaries
of the Company’s annual charity and welfare budget
and receiving updates on the application of funding;
→ Policies and Procedures: Reviewing the Company’s
suite of policies and procedures, adapted as
required to reflect the Grindrod integration, and
recommending their adoption by the Board;
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202488
→ Supplier Reviews: Receiving feedback from all key
service providers on their performance and internal
control environments, and considering whether
continued with each engagement on the existing
terms remains in the best interest of the Company;
→ ESG Assurance: The appointment of an independent
third-party firm to review and verify the accuracy
and completeness of data used in the Company’s ESG
report for the year ended 31 March 2023. The firm
was selected based on its expertise in sustainability
reporting and assurance;
→ Counterparty Monitoring: Prior to their acquisition
by Grindrod, ongoing monitoring of the performance
of the Technical Manager and Commercial Manager
in accordance with the oversight and reporting
framework established during the previous year.
As part of the Company’s social commitment, the Board
has approved an annual charity budget of US$200,000
for the financial year. This is primarily donated to
charities and causes related to seafarers, but may
also be deployed to environmental causes and to
communities within the Company’s sphere of activity.
Service Provider Performance Assessment
The Committee undertook its annual performance
evaluation of all key service providers in May 2023 and
sought feedback from the Directors and Executive Team
regarding the quality of service and the effectiveness of
the working relationships with each service provider.
Additionally, all key service providers completed a
self-assessment questionnaire requesting details of
their internal control environment, approach to cyber
security, business continuity arrangements, key staffing
policies (including matters of diversity and vetting of
new staff), policies regarding environmental impact
and climate change, as well as their adherence to anti-
bribery, modern slavery, criminal finances and general
data protection regulations.
The Committee was satisfied with the performance of
each of the Company’s key service providers and no
material actions arose as a result of the review.
Charles Maltby
Director
22 July 2024
89
GOVERNANCE
Directors’ Report
The Directors of the Company are pleased to submit
their Annual Report and the Audited Consolidated
Financial Statements (the “Financial Statements”) for
the year ended 31 March 2024. In the opinion of the
Directors, the Annual Report and Audited Consolidated
Financial Statements are fair, balanced and
understandable and provide the information necessary
for shareholders to assess TMI’s performance, business
model and strategy.
Principal Activity
Results and Dividends
The results for the period are shown in the Consolidated
Statement of Comprehensive Income on page 108.
The Board paid dividends of US$26,373,069 during
the year ended 31 March 2024 (31 March 2023:
US$36,235,666) followed by an additional dividend of
US$6,604,318 declared on 26 April 2024 in relation to
the quarter ended 31 March 2024. Further details of
dividends declared or paid are detailed in note 4.
Independent Auditor
As part of the Combined Group’s ongoing integration
plan, the audit for the Combined Group was put out to
tender during the year. Subsequently, on 6 December
2023, following a thorough audit tender process, the
Board elected to appoint Deloitte LLP as the new
auditor for the Company. Concurrently, the Board
received and accepted the letter of resignation from
PricewaterhouseCoopers CI LLP effective 7 December
2023.
Directors and Directors’ Interests
The Directors, all of whom, with the exception of
Edward Buttery, are non-executive, are listed on
pages56-59.
Edward Buttery has a service contract with the
Company, details of which are outlined in the
Nomination and Remuneration Committee Report on
pages70-80 and in note 10. No other Director has a
service contract with the Company and no such further
contracts are proposed.
Each of the Non-Executive Directors is entitled to
receive a fee from the Company at such rate as may
be determined in accordance with the Articles. Details
of the fees paid to the Non-Executive Directors for the
year ended 31 March 2024 are outlined in Nomination
and Remuneration Committee Report on pages70-80.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202490
Directors of the Company 31 March 2024 31 March 2023
Name No. of Ordinary
Shares
Percentage No. of Ordinary
Shares
Percentage
Henry Strutt 74,000 0.02% - -
Frank Dunne 155,940 0.05% 42,416 0.01%
Edward Buttery
1
615,000 0.19% 470,344 0.12%
Christopher Buttery 1,004,000 0.30% 800,722 0.20%
Trudi Clark 70,000 0.02% 70,000 0.02%
Sandra Platts 42,261 0.01% 42,261 0.01%
Helen Tveitan
2
20,000 0.01% 20,000 0.01%
Charles Maltby
3
115,000 0.04% - -
Executive team members
Alexander Slee 56,896 0.02% 56,896 0.02%
Camilla Pierrepont 192,929 0.06% 192,929 0.06%
Name No. of Ordinary Shares Percentage of
Ordinary Shares
Christian Oldendorff Schifffahrtsholding GmbH & Co KG 49,642,931 15.03%
M&G Investments 23,655,125 7.16%
Waverton Investment Management 22,068,559 6.68%
Fabbian Investment Holdings 15,000,000 4.54%
West Yorkshire PF 13,955,899 4.23%
Hawksmoor Investment Management 13,116,076 3.97%
Vermeer Partners 11,849,833 3.59%
Barbarossa 11,575,558 3.51%
1
Excludes 85,344 Ordinary Shares held by a person closely associated to Edward Buttery.
2
Resigned 31 March 2024.
3
Appointed 1 January 2024.
Substantial Shareholdings
As at 31 March 2024, being the date of the latest shareholder analysis prior to the publication of these Consolidated
Financial Statements, the following shareholders had holdings in excess of 3% of the issued Ordinary Share capital:
The Directors had the following interests in the Company, held either directly or beneficially:
91
GOVERNANCE
Directors’ Report
continued
Related Parties
Details of transactions with related parties are disclosed
in note 10 to these Financial Statements.
Regulatory Requirements
Since being admitted to the premium listing segment of
the Official List of the UK Listing Authority on 27 May
2021, the Company has complied with the Prospectus
Rules, the Disclosure Guidance and Transparency Rules
and the Market Abuse Regulation.
Alternative Investment Fund
Managers Directive (“AIFMD”)
AIFMD seeks to regulate alternative investment
fund managers (“AIFM”) and imposes obligations on
managers who manage alternative investment funds
(“AIFs”) in the EU and who market shares in such funds
to EU investors. The Company is categorised as a self-
managed non-EEA AIF for the purposes of the AIFM
Directive, as a consequence the Company is required
to comply with various organisational, operational and
transparency obligations.
The Company is categorised as a non-EU AIF and
is its own AIFM with the board being responsible
for the Company’s portfolio management and risk
management functions, therefore, it is not required
to seek authorisation under the AIFMD to market its
shares. However, following national transposition of
the AIFMD in a given EU member state, the marketing
of ordinary shares in AIFs that are established outside
to investors in that EU member state will be prohibited
unless certain conditions are met. Certain of these
conditions are outside the Company’s control as they
are dependent on the regulators of the relevant third
country and the relevant EU member state entering into
regulatory co-operation agreements with one another.
The Directors have appointed the Audit, Risk and
Engagement Committee to manage the relevant
disclosures to be made to investors and the necessary
regulators. On 20 April 2021, the FCA confirmed that
the Company was eligible to be marketed via the FCA’s
National Private Placement Regime and the Company
complied with Article 22 and 23 of the AIFMD for the
year ended 31 March 2024.
The Company issued a prospectus on 7 May 2021 and
all matters were disclosed to investors as required under
Article 23 of AIFMD. As the Board of the Company is
the AIFM, the details of the Company’s remuneration
policy for the Directors is outlined in the Nomination and
Remuneration Report and accords with the principles
established by AIFMD.
Employee Engagement
and Business Relationships
During the year ended 31 March 2024, the Company
had two direct employees, one of which was Edward
Buttery. TMI has further employees including those
within the Executive Team. See the Nomination and
Remuneration Committee Report for further details
of the employee engagements. The Company
conducts its core activities through the Executive
Team and third-party service providers. The Board
recognises the benefits of encouraging strong business
relationships with the Executive Team and the key
service providers and seeks to ensure each is committed
to the performance of their respective duties to a high
standard and, where practicable, that the Executive
Team and the service providers are motivated to adding
value within their respective roles. Additionally, the
Board acknowledges the presence of further employees
within Grindrod, as well as an independent board of
directors. The Board strives to maintain transparent
and effective communication and to build a strong
relationship with Grindrod while recognising the
directors’ responsibilities to their own stakeholders and
their independence.
Details on the Board’s approach to service provider
engagement and performance review are contained in
the Stakeholders Report.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202492
The Directors are responsible for preparing the Annual
Report and Financial Statements in accordance with
applicable law and regulations.
The Companies (Guernsey) Law, 2008 requires the
Directors to prepare Financial Statements for each
financial year. Under that law the directors are required
to prepare the group financial statements in accordance
with International Financial Reporting Standards
(IFRSs) as issued by the IASB and the Directors must
not approve the financial statements unless they are
satisfied that they give a true and fair view of the state
of affairs of the Company and of the profit or loss of the
Company for that period.
In preparing these financial statements, International
Accounting Standard 1 requires that Directors:
→ properly select and apply accounting policies;
→ present information, including accounting policies,
in a manner that provides relevant, reliable,
comparable and understandable information;
→ provide additional disclosures when compliance
with the specific requirements of the financial
reporting framework are insufficient to enable users
to understand the impact of particular transactions,
other events and conditions on the entity’s financial
position and financial performance; and
→ make an assessment of the Company’s ability to
continue as a going concern.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and
explain the Company’s transactions and disclose with
reasonable accuracy at any time the financial position
of the Company and enable them to ensure that the
financial statements comply with the Companies
(Guernsey) Law, 2008. They are also responsible for
safeguarding the assets of the Company and hence
for taking reasonable steps for the prevention and
detection of fraud and other irregularities.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information
included on the Company’s website. Legislation in
Guernsey and the United Kingdom governing the
preparation and dissemination of financial statements
may differ from legislation in other jurisdictions.
Responsibility statement
We confirm that to the best of our knowledge:
→ the financial statements, prepared in accordance
with the applicable law and IFRSs as issued by the
IASB , give a true and fair view of the assets, liabilities,
financial position and profit or loss of the Company
and the undertakings included in the consolidation
taken as a whole;
→ the strategic report includes a fair review of the
development and performance of the business and
the position of the Company and the undertakings
included in the consolidation taken as a whole,
together with a description of the principal risks and
uncertainties that they face; and
→ the annual report and financial statements, taken as
a whole, are fair, balanced and understandable and
provide the information necessary for shareholders
to assess the Company’s position and performance,
business model and strategy.
This responsibility statement was approved by the
Board of Directors on 22 July 2024 and is signed on its
behalf by:
Henry Strutt
Chairman
22 July 2024
GOVERNANCE
Statement of Directors’
Responsibilities
93
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
Report on the audit
of the financial statements
1. Opinion
In our opinion the financial statements of Taylor
Maritime Investments Limited (the ‘company’) and its
subsidiaries (collectively - the ‘group’):
→ give a true and fair view of the state of the
group’s affairs as at 31 March 2024 and of its
loss for the year then ended;
→ have been properly prepared in accordance
with International Financial Reporting Standards
(IFRSs) as issued by the International Accounting
Standards Board (IASB);
→ have been prepared in accordance with the
requirements of the Companies (Guernsey) Law,
2008.
We have audited the financial statements which
comprise:
→ the consolidated statement of comprehensive
income;
→ the consolidated statement of changes in
shareholders’ equity;
→ the consolidated statement of financial position;
→ the consolidated statement of cash flows; and
→ the related notes 1 to 17.
The financial reporting framework that has been applied
in their preparation is applicable law and IFRSs as issued
by the IASB.
2. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are
further described in the auditor’s responsibilities for the
audit of the financial statements section of our report.
We are independent of the group in accordance with the
ethical requirements that are relevant to our audit of the
financial statements in the UK, including the Financial
Reporting Council’s (the ‘FRC’s’) Ethical Standard as
applied to listed public interest entities, and we have
fulfilled our other ethical responsibilities in accordance
with these requirements. We confirm that we have not
provided any non-audit services prohibited by the FRC’s
Ethical Standard to the group or the company.
We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202494
3. Summary of our audit approach
Key audit matters The key audit matters that we identified in the current year were:
→ Application of the investment entity criteria;
→ Assessment of the charter-free vessel values; and
→ Assessment of the fair value of investment in Grindrod.
Materiality The materiality that we used for the group financial statements in the current year
was $9.7 million which was determined on the basis of 2% of the group’s net assets.
Scoping The group was audited as a single component directly by the engagement team.
4. Conclusions relating to going concern
In auditing the financial statements, we have concluded
that the directors’ use of the going concern basis
of accounting in the preparation of the financial
statements is appropriate.
Our evaluation of the directors’ assessment of the
company’s ability to continue to adopt the going
concern basis of accounting included:
→ evaluating the directors’ going concern assessment,
including the assumptions applied;
→ testing the mechanical accuracy of the underlying
forecasts;
→ assessing the historical accuracy of budgets prepared
by the group;
→ assessing the reasonableness of the assumptions
incorporated in the forecast;
→ evaluating the stressed case scenario to understand
whether it reflects reasonably possible adverse
changes to key assumptions;
→ assessing the ability of management to execute the
mitigating actions in the stressed case scenario;
→ assessing the impact of the stressed case scenario on
the financial covenants in the revolving credit facilities
during the going concern period; and,
→ assessing whether the disclosures relating to going
concern are appropriate.
95
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
continued
Based on the work we have performed, we have not
identified any material uncertainties relating to events
or conditions that, individually or collectively, may cast
significant doubt on the company’s ability to continue as
a going concern for a period of at least twelve months
from when the financial statements are authorised for
issue.
In relation to the reporting on how the company has
applied the UK Corporate Governance Code, we have
nothing material to add or draw attention to in relation
to the directors’ statement in the financial statements
about whether the directors considered it appropriate
to adopt the going concern basis of accounting.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in
the relevant sections of this report.
5. Key audit matters
Key audit matters are those matters that, in our
professional judgement, were of most significance in
our audit of the financial statements of the current
period and include the most significant assessed risks
of material misstatement (whether or not due to fraud)
that we identified. These matters included those which
had the greatest effect on the overall audit strategy, the
allocation of resources in the audit; and directing the
efforts of the engagement team.
These matters were addressed in the context of our
audit of the financial statements as a whole, and in
forming our opinion thereon, and we do not provide a
separate opinion on these matters.
5.1. Application of the investment entity criteria
Key audit matter
description
The Board made a critical judgement and determined that the company meets the
investment entity definition set out in IFRS 10 ‘Consolidated financial statements’ and
applied the exception to consolidation as prescribed in IFRS 10. In applying the IFRS 10
exception, the company is not consolidating its subsidiaries and is instead measuring its
investments in subsidiaries at fair value through profit or loss in accordance with IFRS 9
‘Financial instruments’ (other than subsidiaries that are not themselves investment entities
and whose main purpose and activities are to provide investment-related services to the
company).
In making this critical judgement, as discussed in notes 2 and 3(a) to the financial
statements, the Board considered that the company:
→ obtains funds from one or more investors for the purpose of providing those investors
with investment management services;
→ commits to its investors that its business purpose is to invest funds solely for returns from
capital appreciation, investment income, or both; and
→ measures and evaluates the performance of substantially all of its investments on a fair
value basis.
Given the subjective nature of this judgement and its pervasive impact on the financial
statements, we consider this to be a key audit matter.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202496
How the scope of
our audit responded
to the key audit
matter
We evaluated the critical judgement made by the Board in its assessment of the company’s
application of the investment entity criteria by performing the following procedures:
→ Gained an understanding of the process followed and information used by the Board
in making the judgement, including its assessment of the investment entity criteria and
other relevant requirements of IFRS 10 and supporting analysis;
→ Assessed the Board's judgement for compliance with IFRS 10 requirements;
→ Considered the company’s Initial Public Offering Prospectus dated 7 May 2021 and
subsequent annual reports, including its investment objective and policy;
→ Considered the company’s communications with internal and external stakeholders to
assess whether its performance continues to be measured and evaluated on a fair value
basis and whether investment decisions continue to be made on a fair value basis;
→ Corroborated evidence of the company’s business purpose, including implementation of
the exit strategy for its investments, by performing audit procedures over the sales of
vessels during the year; and
→ Assessed the disclosures of the company’s accounting policy for investments in
subsidiaries, for compliance with IFRS.
Key observations We concluded that the company’s assessment that it meets the investment entity criteria
and its application of the exception to consolidation of subsidiaries are reasonable.
We also concluded that the relevant disclosures to the financial statements are appropriate.
5.2. Assessment of the charter-free vessel values
Key audit matter
description
The value of financial assets at fair value through profit and loss relating to the valuation of
vessels as at 31 March 2024, including those held by Grindrod, was US$627,164,560 (2023:
US$789,677,741).
Management measures the fair value of the group’s vessels using a market approach in
accordance with IFRS 13 “Fair value measurement”. There are a number of significant
unobservable inputs involved in fair value measurement. The charter-free values of the
vessels are determined as the arithmetic mean of the valuations by two 3rd party ship
brokers engaged by the Board. As a result of the significance of the above estimation and
the consequential impact on the group’s results for the year, we consider this to be a key audit
matter and a potential fraud risk.
The fair value of the vessels is included as a key source of estimation uncertainty in note 3(e) to
the financial statements. Further explanations of the key assumptions used to determine the
fair value of the vessels are provided in note 5 to the financial statements and in the report of
the Audit, Risk and Engagement committee on pages 81 to 86. The disclosures in note 9 discuss
the sensitivity of the group’s net assets and loss for the year to changes in the vessels’ fair
value.
97
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
continued
How the scope of
our audit responded
to the key audit
matter
For the fair value measurement of the vessels, we obtained an understanding of the
measurement process and of the relevant controls. We assessed management’s valuation
methods for consistency with the requirements of IFRS 13 “Fair value measurement”.
Working alongside our valuation specialists, we:
→ Assessed the competence, capabilities and objectivity of the ship brokers,
→ Inspected the charter-free valuation reports prepared by the ship brokers and evaluated
whether these estimates were used consistently in the financial statements;
→ Attended relevant meetings to observe the group’s challenge of the charter-free
valuations prepared by the ship brokers;
→ Communicated directly with the ship brokers to discuss their scope of work and assessed
their methodologies used and outputs;
→ Tested the vessel data provided by management to the ship brokers to ensure its
completeness and accuracy;
→ Independently sourced a range of values based on recent transactions with similar
vessels and compared it with the valuations prepared by the ship brokers;
→ Performed a retrospective review through comparison of disposal proceeds for vessels
sold during and after the period to the most recent valuations per the group’s records;
→ Recalculated the arithmetic mean of the ship brokers’ valuation as per the group’s
valuation policy; and
→ Assessed the appropriateness of disclosures relating to fair value measurement in
accordance with IFRS 13.
Key observations Based on the results of our assessment of management’s approach to valuation of vessels,
we concluded that the management’s assessment of fair value of the vessels is reasonable,
and relevant disclosures are appropriate.
Taylor Maritime Investments Limited | Annual Report and Financial Statements 202498
5.3. Assessment of the fair value of investment in Grindrod
Key audit matter
description
The value of the group’s investment in Good Falkirk (MI) Limited (“GF”), an SPV holding a
controlling interest in Grindrod Shipping Holdings Ltd (“Grindrod”), a shipping company
with equity securities traded on NASDAQ, as at 31 March 2024 was $324,696,662 (2023:
$269,671,825).
It is the Board’s judgement that a) the entire group’s interest in GF, including its controlling
interest in Grindrod, not individual Grindrod shares, represents the unit of account for
the group’s investment in GF and therefore the group is not required to use the quoted
price of underlying Grindrod shares as at 31 March 2024 to determine the fair value of its
investment in GF; b) the fair value of the group’s interest in GF is best evaluated using the
Net Asset Value (“NAV”) approach.
The subjectivity and complexity of the valuation methodology, as well as the number of
significant estimates involved, means that the fair value of the investment will be sensitive to
the assumptions made. We therefore consider this a key audit matter and a potential fraud
risk.
The scope of work of the independent valuation expert and assessment of the fair value
of the group’s investment in GF are included as a critical judgment and a key source of
estimation uncertainty in notes 3(d) and 3(e) to the financial statements.
How the scope of
our audit responded
to the key audit
matter
Our audit procedures included:
→ Obtaining an understanding of relevant controls over the measurement process;
→ Assessing the Board's judgements in selecting the appropriate unit of account and
valuation method for the investment;
→ Assessing the valuation expert’s competence, capabilities and objectivity and evaluating
their terms of engagement to determine whether there were any matters that might
have affected their objectivity or imposed scope limitations on their work;
→ Engaging Deloitte valuation specialists to provide support in evaluating and concluding
on the fair value of the investment, including (a) the appropriateness of the adopted
valuation methodology; and (b) the key assumptions used in the model.
Key observations Based on the audit procedures performed, we concluded that the adopted valuation
methodology and assumptions used in the model were appropriate and that the valuation
of the group’s investment in Grindrod was therefore reasonable. The related disclosures in
the financial statements are compliant with the requirements of IFRS.
99
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
continued
6. Our application of materiality
6.1. Materiality
We define materiality as the magnitude of misstatement in the financial statements that makes it probable that the
economic decisions of a reasonably knowledgeable person would be changed or influenced. We use materiality both
in planning the scope of our audit work and in evaluating the results of our work.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group Materiality $9.7 million
Basis for
determining
materiality
2% of net assets
Rationale for the
benchmark applied
We believe that net assets is the most appropriate benchmark as it is the key financial
metric of interest to the members of the company. It is also a generally accepted measure
used for investment funds.
$485m
Net assets
$9.70m
Materiality
$0.49m
Audit, Risk and Engagement
Committee reporting threshold
Net assets
Materiality
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024100
6.2. Performance materiality
We set performance materiality at a level lower
than materiality to reduce the probability that,
in aggregate, uncorrected and undetected
misstatements exceed the materiality for
the financial statements as a whole. Group
performance materiality was set at 65% of group
materiality for the 2024 audit. In determining
performance materiality, we considered the
following factors:
a. this being our first year performing the audit of the
group,
b. the quality of the control environment,
c. control deficiencies identified by the predecessor
auditor, and;
d. the nature, volume and size of misstatements
(corrected and/or uncorrected) identified by the
predecessor auditor.
6.3. Error reporting threshold
We agreed with the Audit, Risk and Engagement
committee that we would report to the committee
all audit differences in excess of $0.49 million, as
well as differences below that threshold that, in our
view, warranted reporting on qualitative grounds.
We also report to the committee on disclosure
matters that we identified when assessing the
overall presentation of the financial statements.
7. An overview of the scope of our audit
7.1. Scoping
Our audit was scoped by obtaining an understanding of
the group and its control environment and assessing the
risks of material misstatement. Audit work to respond
to the risks of material misstatement was performed
directly by the audit engagement team.
The company is a closed-ended investment fund,
incorporated in Guernsey, whose ordinary shares are
admitted to trading on the London Stock Exchange’s
Main Market.
As disclosed under notes 2 and 3(a) to the consolidated
financial statements, the company meets the definition
of an ‘investment entity’ in accordance with IFRS 10
‘Consolidated Financial Statements’ and therefore only
consolidates those subsidiaries that are not themselves
investment entities and whose main purpose is to
provide services relating to the company’s investment
activities. The company accounts for its other
subsidiaries at fair value through profit or loss under
IFRS 9 ‘Financial Instruments’.
7.2. Our consideration of the control environment
With involvement of our IT specialists, we obtained an
understanding of the control environment, including
the use of service organisations, and the relevant
controls over the financial reporting process and critical
accounting judgments, such as application of the
investment entity criteria, assessment of the charter-
free vessel values, and assessment of the fair value of
investment in Grindrod. We have not taken controls
reliance and have performed a fully substantive audit.
7.3. Our consideration of climate-related risks
We reviewed the group’s climate change risk assessment
and how the climate-related risks are incorporated into
the principal risks and uncertainties facing the group.
The financial statement risks have been focused on
the assumptions underlying the valuation of the vessels
and include impact of the vessel’s age and its use of
energy-saving technologies on its fair market value. This
is consistent with our evaluation of the climate-related
risks facing the group.
With the involvement of our ESG specialists, we have
evaluated the appropriateness of the climate-related
disclosures included in the note 3 to the financial
statements and we have read the annual report to
consider whether these disclosures are materially
consistent with the financial statements and our
knowledge obtained in the audit, including consideration
of the impact of the above-mentioned factors on the
valuation of the vessels.
8. Other information
The other information comprises the information
included in the annual report, other than the financial
statements and our auditor’s report thereon. The
directors are responsible for the other information
contained within the annual report.
Our opinion on the financial statements does not cover
the other information and we do not express any form
of assurance conclusion thereon.
101
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
continued
Our responsibility is to read the other information and,
in doing so, consider whether the other information is
materially inconsistent with the financial statements or
our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated.
If we identify such material inconsistencies or apparent
material misstatements, we are required to determine
whether this gives rise to a material misstatement in the
financial statements themselves. If, based on the work
we have performed, we conclude that there is a material
misstatement of this other information, we are required
to report that fact.
We have nothing to report in this regard.
9. Responsibilities of directors
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the
preparation of the financial statements and for being
satisfied that they give a true and fair view, and for such
internal control as the directors determine is necessary
to enable the preparation of financial statements that
are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the group’s ability to continue
as a going concern, disclosing as applicable, matters
related to going concern and using the going concern
basis of accounting unless the directors either intend to
liquidate the group or to cease operations, or have no
realistic alternative but to do so.
10. Auditor’s responsibilities for the audit of the
financial statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole
are free from material misstatement, whether due
to fraud or error, and to issue an auditor’s report
that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that
an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in the aggregate,
they could reasonably be expected to influence the
economic decisions of users taken on the basis of these
financial statements.
A further description of our responsibilities for the
audit ofthe financial statements is located on the FRC’s
website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor’s report.
11. Extent to which the audit was considered capable
of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-
compliance with laws and regulations. We design
procedures in line with our responsibilities, outlined
above, to detect material misstatements in respect of
irregularities, including fraud. The extent to which our
procedures are capable of detecting irregularities,
including fraud is detailed below.
11.1. Identifying and assessing potential risks related to
irregularities
In identifying and assessing risks of material
misstatement in respect of irregularities, including fraud
and non-compliance with laws and regulations, we
considered the following:
→ the nature of the industry and sector, control
environment and business performance including
the design of the group’s remuneration policies, key
drivers for directors’ remuneration, bonus levels and
performance targets;
→ results of our enquiries of management, the
Administrator, and the Audit, Risk and Engagement
committee about their own identification and
assessment of the risks of irregularities, including
those that are specific to the group’s sector;
→ any matters we identified having obtained and
reviewed the group’s documentation of their policies
and procedures relating to:
– identifying, evaluating and complying with laws
and regulations and whether they were aware of
any instances of non-compliance;
– detecting and responding to the risks of fraud
and whether they have knowledge of any actual,
suspected or alleged fraud;
– the internal controls established to mitigate
risks of fraud or non-compliance with laws and
regulations;
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024102
→ the matters discussed among the audit engagement
team and relevant internal specialists, including tax,
valuations, IT, and industry specialists regarding
how and where fraud might occur in the financial
statements and any potential indicators of fraud.
As a result of these procedures, we considered the
opportunities and incentives that may exist within the
organisation for fraud and identified the greatest
potential for fraud in assessment of the charter-free
vessel values and of the fair value of investment in
Grindrod.
In common with all audits under ISAs (UK), we are also
required to perform specific procedures to respond to
the risk of management override.
We also obtained an understanding of the legal and
regulatory frameworks that the group operates in,
focusing on provisions of those laws and regulations
that had a direct effect on the determination of
material amounts and disclosures in the financial
statements. The key laws and regulations we considered
in this context included the Companies (Guernsey) Law,
2008 and the Listing Rules.
In addition, we considered provisions of other laws
and regulations that do not have a direct effect on the
financial statements but compliance with which may be
fundamental to the group’s ability to operate or to avoid
a material penalty. These included the environmental
regulations specific to the group’s maritime operations.
11.2. Audit response to risks identified
As a result of performing the above, we identified
charter-free vessel values and the fair value of
investment in Grindrod as key audit matters related to
the potential risk of fraud. The key audit matters section
of our report explains the matters in more detail and
also describes the specific procedures we performed in
response to those key audit matters.
In addition to the above, our procedures to respond to
risks identified included the following:
→ reviewing the financial statement disclosures and
testing to supporting documentation to assess
compliance with provisions of relevant laws and
regulations described as having a direct effect on the
financial statements;
→ enquiring of management, the Audit, Risk and
Engagement committee and internal legal counsel
concerning actual and potential litigation and claims;
→ performing analytical procedures to identify any
unusual or unexpected relationships that may
indicate risks of material misstatement due to fraud;
→ reading minutes of meetings of those charged with
governance; and
→ in addressing the risk of fraud through management
override of controls, testing the appropriateness
of journal entries and other adjustments; assessing
whether the judgements made in making accounting
estimates are indicative of a potential bias; and
evaluating the business rationale of any significant
transactions that are unusual or outside the normal
course of business.
We also communicated relevant identified laws and
regulations and potential fraud risks to all engagement
team members including internal specialists and
remained alert to any indications of fraud or non-
compliance with laws and regulations throughout the
audit.
Report on other legal and regulatory
requirements
12. Corporate Governance Statement
The Listing Rules require us to review the directors’
statement in relation to going concern, longer-term
viability and that part of the Corporate Governance
Statement relating to the company’s compliance with
the provisions of the UK Corporate Governance Code
specified for our review.
103
Independent Auditor’s Report to the Members
of Taylor Maritime Investments Limited
continued
Based on the work undertaken as part of our audit,
we have concluded that each of the following
elements of the Corporate Governance Statement
is materially consistent with the financial statements
and our knowledge obtained during the audit:
→ the directors’ statement with regards to
the appropriateness of adopting the going
concern basis of accounting and any material
uncertainties identified set out on pages 51 to 53;
→ the directors’ explanation as to their assessment
of the group’s prospects, the period this
assessment covers and why the period is
appropriate set out on pages 51 to 53;
→ the directors’ statement on fair, balanced and
understandable set out on page 90;
→ the directors’ confirmation that they have
carried out a robust assessment of the emerging
and principal risks set out on pages 46 to 50;
→ the section of the annual report that describes
the review of effectiveness of risk management
and internal control systems set out on pages 67
to 68; and
→ the section describing the work of the Audit, Risk
and Engagement committee set out on pages 81
to 86.
13. Other matters which we are required to address
13.1. Adequacy of explanations received and accounting
records
Under the Companies (Guernsey) Law, 2008 we are
required to report to you if, in our opinion:
→ we have not received all the information and
explanations we require for our audit; or
→ proper accounting records have not been kept by the
company; or
→ the financial statements are not in agreement with
the accounting records.
We have nothing to report in respect of these matters.
13.2 Auditor tenure
Following the recommendation of the Audit, Risk and
Engagement Committee, we were appointed by the
directors on 6 December 2023 to audit the financial
statements for the year ending 31 March 2024 and
subsequent financial periods.
13.3 Consistency of the audit report with the additional
report to the Audit, Risk and Engagement
Committee
Our audit opinion is consistent with the additional report
to the Audit, Risk and Engagement Committee we are
required to provide in accordance with ISAs (UK).
14. Use of our report
This report is made solely to the company’s members,
as a body, in accordance with Section 262 of the
Companies (Guernsey) Law, 2008. Our audit work
has been undertaken so that we might state to the
company’s members those matters we are required to
state to them in an auditor’s report and for no other
purpose. To the fullest extent permitted by law, we do
not accept or assume responsibility to anyone other
than the company and the company’s members as
a body, for our audit work, for this report, or for the
opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR)
4.1.15R – DTR 4.1.18R, these financial statements will
form part of the Electronic Format Annual Financial
Report filed on the National Storage Mechanism of the
FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This
auditor’s report provides no assurance over whether
the Electronic Format Annual Financial Report has been
prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.
Mikhail Raikhman, CA
For and on behalf of Deloitte LLP
Recognised Auditor
London, United Kingdom
22 July 2024
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024104
105
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024106
Financial
Statements
107
Consolidated Statement
of Comprehensive Income
For the year ended 31 March 2024
FINANCIAL STATEMENTS
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024108
Note
| For the year ended | For the year ended | ||
| 31 March 2024 | 31 March 2023 | ||
| US$ | US$ | ||
| (Loss)/income | |||
Net losses on financial assets at fair value through profit or loss | 5 | ( | ( |
Dividend income | 7 | ||
Other income | |||
Net foreign exchange losses | ( | ( | |
Total (loss)/income | ( | ||
| Expenses | |||
Director, Executive team and employee costs | 10 | ||
Share-based payments | 10 | ||
Audit fees | 8 | ||
Investor relations and PR consultancy fees | |||
Legal and professional fees | |||
Office support fees | |||
Administration fees | 10 | ||
Travel and marketing fees | |||
Other expenses | |||
Total expenses | |||
(Loss)/profit for the year before tax | ( | ||
Tax (charge)/credit | 11 | ( | |
(Loss)/profit for the year | ( | ||
| Other comprehensive income/(loss) | |||
| Items that might be reclassified to profit or loss | |||
Foreign exchange differences on translation of foreign operations | ( | ||
Total comprehensive (loss)/income for the year | ( | ||
Earnings per Ordinary Share for (loss)/profit attributable to the Company’s shareholders: | |||
Basic (loss)/earnings per Ordinary Share | 14 | ( | |
Diluted (loss)/earnings per Ordinary Share | 14 | ( |
All items in the above statement are derived from continuing operations. All income is attributable to the Ordinary
Shares of the Company.
The accompanying notes on pages 112–143 form an integral part of the Consolidated Financial Statements.
Consolidated Statement
of Changes In Shareholders’ Equity
For the year ended 31 March 2024
FINANCIAL STATEMENTS
109
| Foreign | |||||||
| currency | |||||||
| Share | Treasury | Retained | Other | translation | |||
| capital | shares | earnings | reserves | reserve | Total equity | ||
| Note | US$ | US$ | US$ | US$ | US$ | US$ | |
At 1 April 2022 | |||||||
| Total comprehensive income: | |||||||
Profit for the year | |||||||
Other comprehensive loss | ( | ( | |||||
| Total comprehensive income | |||||||
for the year | ( | ||||||
Transactions with shareholders: | |||||||
Dividends paid | 4 | ( | ( | ||||
Share-based awards | 10 | ||||||
Total transactions with shareholders | ( | ( | |||||
At 31 March 2023 | ( | ||||||
At 1 April 2023 | ( | ||||||
Total comprehensive loss: | – | ||||||
Loss for the year | ( | ( | |||||
Other comprehensive income | |||||||
Total comprehensive loss for the year | ( | ( | |||||
Transactions with shareholders: | |||||||
Dividends paid | 4 | ( | ( | ||||
Share-based awards | 10 | ||||||
Treasury shares purchased | 12 | ( | ( | ||||
Total transactions with shareholders | ( | ( | ( | ||||
At 31 March 2024 | ( |
The accompanying notes on pages 112–143 form an integral part of the Consolidated Financial Statements.
Consolidated Statement
of Financial Position
At 31 March 2024
FINANCIAL STATEMENTS
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024110
Note
| 31 March 2024 | 31 March 2023 | ||
| US$ | US$ | ||
| Non-current assets | |||
Financial assets at fair value through profit or loss | 5 | ||
Property, plant and equipment | |||
Total non-current assets | |||
| Current assets | |||
Cash | |||
Trade and other receivables | |||
Total current assets | |||
Total assets | |||
| Current liabilities | |||
Trade and other payables | 8 | ||
Total current liabilities | |||
Net assets | |||
| Equity | |||
Share capital | 12 | ||
Treasury shares | 12 | ( | |
Retained earnings | |||
Other reserves | |||
Foreign currency translation reserve | ( | ||
Total equity | |||
Number of Ordinary Shares | 12 | ||
Net asset value per Ordinary Share |
The Consolidated Financial Statements on pages 108 to 143 were approved and authorised for issue by the Board of
Directors on 22 July 2024 and signed on its behalf by:
Henry Strutt
Chairman
The accompanying notes on pages 112–143 form an integral part of the Consolidated Financial Statements.
Consolidated Statement
of Cash Flows
For the year ended 31 March 2024
FINANCIAL STATEMENTS
111
Note
| For the year ended | For the year ended | ||
| 31 March 2024 | 31 March 2023 | ||
| US$ | US$ | ||
| Cash flows from operating activities | |||
(Loss)/profit for the year after tax | ( | ||
| Adjustments for: | |||
Net losses on financial assets at fair value through profit or loss | 5 | ||
Share-based awards | 10 | ||
Net foreign exchange losses | |||
Depreciation | |||
Increase in trade and other receivables | ( | ( | |
(Decrease)/increase in trade and other payables | ( | ||
Net cash transfers from TMI Holdco Limited | 5 | ||
Net cash transfers to TMI Holdco Limited | 5 | ( | |
Net cash flows from operating activities | |||
| Cash flows used in investing activities | |||
Purchase of property, plant and equipment | ( | ( | |
Net cash flows used in investing activities | ( | ( | |
| Cash flows used in financing activities | |||
Dividends paid | 4 | ( | ( |
Purchase of treasury shares | 12 | ( | |
Net cash flows used in financing activities | ( | ( | |
Net (decrease)/increase in cash | ( | ||
Cash at beginning of year | |||
Effect of foreign exchange rate changes during the year | ( | ( | |
Cash at end of year | |||
| The accompanying notes on pages 112–143 form an integral part of the Consolidated Financial Statements. |
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024112
Notes to the Consolidated
Financial Statements
For the year ended 31 March 2024
FINANCIAL STATEMENTS
1. General Information
was registered in Guernsey under the Companies
(Guernsey) Law, 2008 on 31 March 2021. The Company’s
registration number is 69031 and it is regulated by the
Guernsey Financial Services Commission as a registered
to the Protection of Investors (Bailiwick of Guernsey)
Law, 2020, under the Registered Collective Investment
Scheme Rules 2021 and the Prospectus and Guidance
Rules 2021. The Company’s Ordinary Shares were
admitted to the premium listing segment of the Official
List of the UK Listing Authority and began trading on the
Main Market of the London Stock Exchange on 27 May
2021.
The Company has been established with an unlimited
life, however, a continuation resolution will be put to
Shareholders as an ordinary resolution at the first
annual general meeting after the fifth anniversary of the
Initial Admission, which will be in the year 2027.
The Company together with all its consolidated and
non-consolidated subsidiaries is referred to as the
“Group” or the “Combined Group”. The Consolidated
Group consists of the Company and its five wholly
owned subsidiaries called:
→ TMI Advisors (UK) Limited (“TMIUK”),
→ TMI Advisor Pte. Limited (“TMI Singapore”),
→ TMI Management (HK) Limited (“TMIHK”)
1
,
→ TMI Director 1 Limited and;
→ Taylor Maritime Investments Employee Benefit Trust
(the “TMI EBT”)
TMIUK, TMI Singapore, TMIHK, TMI Director 1 Limited
and TMI EBT collectively are the “Consolidated
Subsidiaries”.
TMIUK and TMI Singapore and TMIHK all provide
advisory and administration services to the Company.
TMI Director 1 Limited provides corporate director
services to the Special Purpose Vehicles (“SPVs”). The
TMI EBT is a discretionary trust established by the
Consolidated Group to fulfil the share award schemes
related to the Company’s long-term incentive and
deferred bonus plans.
1
Pending deregistration.
The Company owns its investments through SPVs which
are not consolidated into the results of the Company
but are measured at fair value in the Consolidated
Statement of Financial Position (note 2).
113
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024114
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
115
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024116
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
117
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024118
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
119
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024120
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
121
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024122
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
123
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024124
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
125
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024126
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
127
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024128
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
129
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024130
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
131
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024132
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
133
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024134
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
135
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024136
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
137
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024138
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
139
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024140
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
141
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024142
Notes to the Consolidated
Financial Statements continued
For the year ended 31 March 2024
FINANCIAL STATEMENTS
143
Management and Administration
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024144
Directors
Henry Strutt (Chairman, Independent Non-Executive Director) –
appointed 1 June 2023
Frank Dunne (Senior Independent Director, Independent Non-Executive Director)
1
Edward Buttery (Chief Executive Officer)
Helen Tveitan (Independent Non-Executive Director) –
resigned 31 March 2024
Trudi Clark (Independent Non-Executive Director)
Christopher Buttery (Non-Executive Director)
Sandra Platts (Independent Non-Executive Director)
Charles Maltby (Independent Non-Executive Director) –
appointed 1 January 2024
Registered Office and Business Address
Commercial Manager
Taylor Maritime (HK) Limited
26/F, Vertical Square
Wong Chuk Hang
Hong Kong
Legal Advisers in Guernsey
Carey Olsen (Guernsey) LLP
Carey House
Les Banques
St Peter Port
Guernsey GY1 4BZ
Principal Bankers
Butterfield Bank (Guernsey) Limited
Regency Court
Glategny Esplanade
St Peter Port
Guernsey GY1 3AP
Corporate Broker
and Financial Adviser
Jefferies International Limited
100 Bishopsgate
London EC4N 4JL
Ship Valuer
Hartland Shipping Services Limited
28 Bedford Street
Covent Garden
London WC2E 9ED
Administrator and Secretary
Sanne Fund Services (Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey GY1 2HL
Registrar
Computershare Investor Services (Guernsey) Limited
1st Floor, Tudor House
Le Bordage
St Peter Port
Guernsey GY1 1DB
Legal Advisers in United Kingdom
Norton Rose Fullbright LLP
3 More London Riverside
London SE1 2AQ
Independent Auditor
Deloitte LLP (appointed 6 December 2023)
1 New Street Square
London EC4A 3HQ
PricewaterhouseCoopers CI LLP (resigned on 7 December
2023)
Royal Bank Place
1 Glategny Esplanade
St Peter Port
Guernsey GY1 4ND
Ship Valuer
Braemar ACM Valuations Limited
One Strand
Trafalgar Square
London WC2N 5HR
1
Served as Interim Chair for the period 6 January 2023 to 1 June 2023.
Appendix A – Alternative Performance
Measures – Unaudited
ADDITIONAL INFORMATION
145
Debt
Debt is the total outstanding amount of credit facility borrowings, excluding lease liabilities, derivatives and cash and
cash equivalents. Debt, accounted for at fair value, is presented net within the “financial assets at fair value through
profit or loss” on the Consolidated Statement of Financial Position on page 110.
Debt over gross assets ratio
Debt over gross assets is a leverage ratio that indicates the percentage of assets financed with debt. The calculations
below show the ratios both for TMI and the Combined Group, on a non-IFRS look-through basis, which includes
Grindrod’s gross assets and debt at 82.3% (31 March 2023: 83.2%).
At 31 March 2024
TMI Combined Group
Debt US$151.0 million US$330.8 million
Gross Assets US$642.5 million US$923.9 million
23.5% 35.8%
At 31 March 2023
TMI Combined Group
Debt US$222.2 million US$404.4 million
Gross Assets US$800.3 million US$1,076.1 million
27.8% 37.6%
Discount to NAV
Discount to NAV is the amount, expressed as a percentage, by which the share price is less than the NAV per share.
At 31 March 2024 At 31 March 2023
NAV per outstanding Ordinary share (note 16) (a) US$1.4802 US$1.7144
Share price per Ordinary share (b) US$0.9950 US$1.1200
Discount amount (c = b – a) (c) US$(0.4852) US$(0.5944)
Discount to NAV (d = (c / a) x 100) (d) (32.8%) (34.7%)
Appendix A – Alternative Performance
Measures – Unaudited
continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024146
Dividend cover
Dividend cover is used as a measure of the extent to which the Company is able to generate sufficient cash flow to
pay its dividends. This is calculated based on TMI’s Adjusted EBITDA
1
for the financial year to 31 March 2024 less
interest expenses and docking capital expenditure for the financial year divided by dividends paid in the financial
year. For the comparative period, the calculations below show the dividend cover of dividends paid in the financial
year ended 31 March 2023, exclusive of the special dividend of 3.22 US cents declared in May 2022.
31 March 2024
US$ million
31 March 2023
US$ million
(Loss) / profit for the year before tax (53.28) 26.16
Depreciation 0.32 0.20
Interest expense 20.40 13.70
Interest income (0.68) (0.20)
Loss on revaluation of vessels 54.98 61.84
Adjusted TMI EBITDA 21.74 101.70
Interest expense (20.40) (13.70)
Docking capital expenditure (3.70) (20.70)
Net cash (loss)/income (a) (2.36) 67.30
Dividends paid (b) 26.40 25.62
Dividend cash cover (c = a / b) (c) -0.1x 2.6x
Internal rate of return (“IRR”)
Internal rate of return is a calculation of the retrospective annualised profitability of a vessel investment over the
period the vessel was owned, the IRR being the discount rate that would make the net present value of the actual
cash flows from the investment equal to zero. This provides a useful measure of the profitability of an investment.
Multiple on Invested Capital (“MOIC”) is a measure how much value an investment has generated. MOIC is a gross
metric, meaning that it is calculated before fees and expressed as a multiple of the original investment. This provides
a useful measure of how much value an investment has generated.
1 EBITDA – Earnings Before Interest, Taxes, Depreciation and Amortisation.
147
Ongoing charges ratio (“OCR”)
In accordance with the AIC guidance, the ongoing charges ratio of an investment company is the annual percentage
reduction in shareholder returns as a result of recurring operational expenditure. Ongoing charges are classified as
those expenses which are likely to recur in the foreseeable future, and which relate to the operation of the Combined
Group, excluding investment transaction costs, gains or losses on investments and performance-related fees/
remuneration and the costs associated with any share award schemes. The OCR is calculated as the total ongoing
charges for a year divided by the average net asset value over that year.
For the year ended
31 March 2024
US$
For the year ended
31 March 2023
US$
Total expenses 10,740,396 9,944,463
Charges excluded under AIC methodology
Executive Team and other employees – performance related bonus (1,249,923) (1,857,179)
Share-based payments (1,742,216) (910,080)
Legal, professional and other fees (259,789) (695,171)
Total excluded charges (3,251,928) (3,462,430)
Total ongoing charges 7,488,468 6,482,033
Average NAV 470,741,497 567,382,681
Ongoing charges ratio (using AIC methodology) 1.6% 1.1%
Total NAV/share price return
Total NAV return/share price return are calculations showing how the NAV and share price per share have performed
over a period of time, taking into account dividends paid to shareholders. This provides a useful measure to allow
shareholders to compare performances between investment funds where the dividend paid may differ.
For the year ended 31 March 2024
Total NAV
return
Total share
price return
Opening NAV/share price per share (a) US$1.7144 US$1.1200
Closing NAV/share price per share (b) US$1.4802 US$0.9950
Dividends paid (c) US$0.0800 US$0.0800
Return for the period (d = ((b+c) - a) (d) (US$0.1542) (US$0.0450)
Total NAV/share price return (e = (d / a) x 100) (e) (9.0%) (4.0%)
Appendix A – Alternative Performance
Measures – Unaudited
continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024148
For the year ended 31 March 2023
Total NAV
return
Total share
price return
Opening NAV/share price per share (a) US$1.7420 US$1.4200
Closing NAV/share price per share (b) US$1.7144 US$1.1200
Dividends paid (c) US$0.1097 US$0.1097
Return for the period (d = ((b+c) - a) (d) US$0.0821 (US$0.1903)
Total NAV/share price return (e = (d / a) x 100) (e) 4.7% (13.4%)
Appendix B – Combined Group Financial
Information, Look-through Basis (Non-IFRS) –
Unaudited
ADDITIONAL INFORMATION
149
Basis of Preparation
The Company meets the investment entity criteria as prescribed under IFRS 10. This exemption requires the
Company not to consolidate certain subsidiaries; instead, it must measure its investment in these subsidiaries at fair
value through profit or loss in accordance with IFRS 9. As investment entities, the Consolidated Group’s subsidiaries
and SPVs, through which vessels are purchased, held, and sold, are measured at fair value rather than being
consolidated on a line-by-line basis. Consequently, their cash, debt, and working capital balances are included net
in the Consolidated Group’s financial assets at fair value through profit or loss, rather than being listed as separate
assets and liabilities of the Consolidated Group. To provide shareholders with greater transparency regarding the
wider Combined Group’s (including non-consolidated subsidiaries) financial position, ability to make distributions,
operating costs, and gearing levels, the Combined Group statements of comprehensive income and financial position
prepared on a non-IFRS look-through basis (i.e. disregarding the investment entity consolidation exception) have
been provided below, along with a reconciliation to the Consolidated Financial Statements prepared in accordance
with IFRS.
Appendix B – Combined Group Financial
Information, Look-through Basis (Non-IFRS) –
Unaudited continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024150
Combined Group Statement of Financial Position (non-IFRS look-through basis) - Unaudited
As at 31 March 2024
31 March 2024
US$
Non-current assets
Vessels at fair value 732,201,029
Right-of-use assets 33,077,801
Property, plant and equipment 1,205,483
Goodwill and intangible assets 13,223,520
Other receivables and assets 6,786,843
786,494,676
Current assets
Inventories 13,442,474
Trade and other receivables 34,741,460
Derivative financial instruments 627,971
Cash 121,693,325
170,505,230
Total assets 956,999,906
Current liabilities
Lease liabilities 29,851,406
Debt facilities 26,401,591
Derivative financial instruments 549,000
Provision for taxation 78,600
Trade and other payables 39,634,899
96,515,496
Net current assets 73,989,734
Non-current liabilities
Other non-current liabilities 280,616
Lease liabilities 1,157,557
Debt facilities 304,357,411
305,795,584
Net assets 554,688,826
Equity
Share capital 331,079,242
Reserves – attributable to the Company 153,927,161
Reserves – attributable to non-controlling interests 69,682,423
Total equity 554,688,826
151
Net assets reconciliation
The Net Assets shown in the Combined Group Statement of Financial Position can be reconciled against the Net
Assets shown in the IFRS Consolidated Statement of Financial Position on page 110 as follows:
31 March 2024
US$
Net Assets – Look-through basis 554,688,826
Less: Non-controlling interests (69,682,423)
Net Assets – IFRS 485,006,407
Combined Group Statement of Comprehensive Income (non-IFRS look-through basis) -
Unaudited
For the year ended 31 March 2024
For the year ended
31 March 2024
US$
Turnover
Net charter revenue 202,478,639
Expenses
Vessel operating expenses (145,493,662)
Finance costs (33,640,282)
Fund management expenses (10,740,396)
Operating profit for the year 12,604,299
Taxation (817,927)
Profit for the year after tax 11,786,372
Other comprehensive loss
Loss on revaluation of vessels
1
(64,637,606)
Other adjustments through OCI (56,523)
Total other comprehensive loss (64,694,130)
Total comprehensive loss (52,907,758)
Total comprehensive loss for the year attributable to:
Non-controlling interests (1,166,329)
The Company (51,741,429)
(52,907,758)
1
Includes loss on disposal of vessels.
Appendix B – Combined Group Financial
Information, Look-through Basis (Non-IFRS) –
Unaudited continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024152
Total comprehensive loss reconciliation
Total comprehensive loss attributable to the Company shown above can be reconciled against the Total
comprehensive income shown in the IFRS Consolidated Statement of Comprehensive Income on page 108 as follows:
For the year ended
31 March 2024
US$
Total comprehensive income attributable to the Company – Look-through basis (51,741,429)
Less: Impact of Grindrod transactions with shareholders (1,706,985)
Total comprehensive income – IFRS (53,448,414)
Material Accounting Policy Information - the Combined Group (non-IFRS look-through) -
Unaudited
Line Item Summary Material Accounting Policy
Vessels at Fair Value Represents the valuation of the Company’s
vessels based on their fair market value.
Vessels are measured at fair value with changes in fair value recognised
in “Other comprehensive income”.
Right-of-Use Assets Represents the right to use leased assets
over the lease term. Includes Charter-In
vessels, office property and equipment.
Right-of-use assets are recognised at the commencement date of the
lease and are measured at cost, less any accumulated depreciation
and impairment losses, and adjusted for any remeasurement of lease
liabilities.
Goodwill Represents the excess of the purchase
price over the fair value of the identifiable
net assets acquired in a business
combination. Included on the Combined
Group Statement of Financial Position is a
goodwill of US$7.9m that arises from the
acquisition of the Commercial Manager
and Technical Manager by Grindrod
Shipping Holdings Ltd.
Goodwill is tested annually for impairment and carried at cost less
accumulated impairment losses. Impairment losses on goodwill are not
reversed.
Intangible Assets Represents identifiable non-monetary
assets without physical substance
acquired in a business combination and
identified and recognised separately
from goodwill. Included on the Combined
Group Statement of Financial Position is
intangible assets of US$5.3m including
contractual customer relationships of
US$4.4m from the acquisition of the
Commercial Manager and Technical
Manager by Grindrod Shipping Holdings
Ltd.
Intangible assets are measured initially at cost and are amortised
on a straight-line basis over their useful lives. They are tested for
impairment when there is an indication of potential impairment.
Inventories Represents goods held for sale in the
ordinary course of business. Includes
Bunkers and other consumables at cost.
Inventories are stated at the lower of cost and net realisable value. Cost
is determined using the weighted average cost method and includes
all costs of purchase, costs of conversion, and other costs incurred in
bringing the inventories to their present location and condition.
Cash Represents cash held in bank accounts. Cash includes cash on hand, deposits held at call with banks, and other
short-term highly liquid investments.
Trade and Other
receivables
Include prepayments and also voyages in
progress amounting to US$8.7m
Trade and other receivables are recognised initially at fair value and
subsequently measured at amortised cost using the effective interest
method, less any impairment losses assessed under the Expected
Credit Loss model.
153
Trade and Other
Payables
Include prepayments and also voyages in
progress amounting to US$8.7m.
Represents amounts due to suppliers and
service providers.
Accounts payable are recognised initially at fair value and subsequently
measured at amortised cost using the effective interest method.
Lease Liabilities Represents the present value of future
lease payments under non-cancellable
leases. Includes Charter-In vessels, office
property and equipment.
Lease liabilities are measured at the present value of the lease
payments that are not paid at the commencement date, discounted
using the interest rate implicit in the lease or the incremental borrowing
rate.
Debt Represents amounts borrowed from
financial institutions.
Bank loans are initially recognised at fair value, net of transaction
costs incurred, and subsequently measured at amortised cost using the
effective interest method.
Net Charter Revenue Net income from chartering out vessels. Recognised on a straight-line basis over the term of the charter
agreement, less related expenses such as broker commissions and
voyage expenses.
Vessel Operating
Expenses
Expenses related to the operation and
maintenance of vessels.
Includes crew wages, maintenance and repair costs, insurance
premiums, and other related expenses. Recognised as incurred.
Finance Costs Interest and other costs incurred in
connection with borrowing funds.
Recognised in the income statement using the effective interest rate
method.
Fund Management
Expenses
Costs related to marketing, administrative
activities, and general business operations.
Includes marketing, administrative salaries, office supplies, and other
general expenses. Recognized as incurred.
Financial Risk Management - TMI (non-IFRS look-through basis) - Unaudited
As stated in note 9, the Board has overall responsibility for the establishment and oversight of the Company’s risk
management framework. With the assistance of the Executive Team, the Board monitors and manages the financial
risks related to the operations of the Group through internal risk reports that analyse exposures by degree and
magnitude of risk. These risks include market risk (encompassing price risk, currency risk, and interest rate risk), credit
and counterparty risk, and liquidity risk.
To provide shareholders with greater transparency regarding TMI’s risk management framework, TMI’s exposure
to interest rate risk and liquidity risk, which are considered key financial risks, are reported in non-IFRS disclosures
below. These disclosures disregard the investment entity consolidation exemption. The information has been
presented at the TMI level only, rather than at the Combined Group level, as the Board directly manages these risks
at the TMI level, while Grindrod has its own governance structure in place to manage these risks independently.
Interest rate risk
TMI’s exposure to interest rate risks on a look-through basis can be summarised as follows:
31 March 2024
Floating rate
US$
Non-interest
bearing
US$
Total
US$
Financial assets at FVTPL
– Cash 14,706,126 – 14,706,126
– Other net assets (including vessels at FVTPL)
2
: – 619,727,008 619,727,008
– RCF debt facilities (150,989,258) – (150,989,258)
Total (136,283,132) 619,727,008 483,443,876
2
Includes Grindrod at FVTPL at 82.3% (31 March 2023: 83.2%).
Appendix B – Combined Group Financial
Information, Look-through Basis (Non-IFRS) –
Unaudited continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024154
31 March 2023
Floating rate
US$
Non-interest
bearing
US$
Total
US$
Financial assets at FVTPL
1
:
– Cash 34,528,674 – 34,528,674
– Other net assets (including vessels at FVTPL) – 744,415,621 744,415,621
– Term loan and RCF debt facilities (222,206,055) – (222,206,055)
Total (187,677,381) 744,415,621 556,738,240
At 31 March 2024, if interest rates had risen by 100 basis points (31 March 2023: 350 basis points), the decrease in
net assets attributable to holders of Company’s Ordinary Shares would amount to US$1.4 million (31 March 2023:
US$6.6million). Likewise, at 31 March 2024, if interest rates had decreased by 100 basis points (31 March 2023:
350basis points), the increase in net assets attributable to holders of Company’s Ordinary Shares would amount to
US$1.4million (31 March 2023: US$6.6 million).
Financial Risk Management - TMI (non-IFRS look-through basis) – Unaudited
Liquidity risk
For additional information on TMI’s liquidity risks, the below table provides a breakdown, on a look-through basis and
at TMI level only, of the TMI’s financial assets and liabilities at the year end according to their contractual maturities.
TMI intends to repay the RCF facilities through operational cashflows and/or vessel sales, if necessary. The amounts
disclosed are contractual, undiscounted cash flows and may differ from the actual cash flows received or paid in the
future as a result of early repayments.
31 March 2024
Up to 3 months
US$
3 – 12 months
US$
Greater than 12
months
US$
No stated
maturity
US$
Total
US$
Financial assets at FVTPL:
– Cash 14,706,126 – – – 14,706,126
– Financial assets, net (including vessels at
FVTPL) – – – 619,727,009 619,727,009
– RCF facilities (5,227,848) (15,683,545) (130,077,866) - (150,989,259)
9,478,278 (15,683,545) (130,077,866) 619,727,008 484,443,876
31 March 2023
Up to 3 months
US$
3 – 18 months
US$
No stated
maturity
US$
Total
US$
Financial assets at FVTPL:
– Cash 34,528,674 – – 34,528,674
– Financial assets, net (including vessels at FVTPL) – – 744,415,621 744,415,621
– RCF facility – (222,206,055) – (222,206,055)
34,528,674 (222,206,055) 744,415,621 556,738,240
Appendix C –
Definitions and Glossary
ADDITIONAL INFORMATION
155
The following definitions apply throughout this document unless the context requires otherwise:
AER Annual Efficiency Ratio. A carbon intensity metric taking into account the cargo carrying capacity of the
ship.
Formula = (Fuel consumed x emission factors)/(Deadweight capacity x distance travelled).
BDI Baltic Dry Index.
Baltic Handysize Index (“BHSI”) Baltic Handysize Index is a measure of the strength of spot freight earnings for smaller dry bulk vessels,
currently based on a standard 38,000 dwt bulk carrier (since 2 Jan 2020). It reflects average spot
market TCE earnings across several representative routes.
BHSI TCA The daily time charter average value for a basket of routes in the dry bulk shipping market
representative of Handysize vessels, calculated from reports of an independent international board of
Panellists.
Ballast Water Management System
(“BWMS”)
A Ballast Water Management System (“BWMS”) is a technology used on ships to treat and manage
ballast water, preventing the spread of invasive aquatic species across different marine ecosystems.
This system is crucial for environmental protection, as untreated ballast water can introduce harmful
organisms into new environments when discharged.
Charter Free Value The resale value attributed to a ship free of any pre-existing charter contracts.
Commercial Manager Taylor Maritime (HK) Limited, a subsidiary of Grindrod from 3 October 2023. Appointed under the
Framework Agreement and is responsible for seeking and negotiating employment, post fixture
operations, collection of hire, procuring and arranging marine insurances, keeping books of account
relating to SPVs, assisting in company secretarial matters, maintaining SPV bank accounts, and
monitoring of the technical managers on behalf of the Company.
Debt Debt is the total outstanding amount of the TMI’s credit facility borrowings, excluding lease liabilities,
derivatives, and cash and cash equivalents.
Depreciated Replacement Cost
(“DRC”)
Depreciated Replacement Cost refers to the theoretical value of a second-hand ship based on
prevailing newbuilding price depreciated to current age.
Deadweight tonnage (“DWT”) Deadweight tonnage is the measure of how much weight a ship can carry. It is the sum of the weights of
cargo, fuel, fresh water, ballast water, provisions, passengers, and crew.
Energy Efficiency Operational Index
(“EEOI”)
Energy Efficiency Operational Index. A carbon intensity metric taking into account actual cargo carried.
Formula = (Fuel consumed x emission factors)/(Cargo carried x distance travelled).
Energy Efficient Existing Ship Index
(“EEXI”)
The EEXI is an initiative by the IMO to gauge and improve the energy efficiency of existing ships. It
calculates the carbon dioxide emissions per cargo capacity and mile, setting specific efficiency targets
based on ship type and size.
Energy Saving Devices (“ESDs”) ESDs are technologies and innovations designed to improve the fuel efficiency of ships, thereby reducing
their energy consumption and greenhouse gas emissions.
FFA Forward freight agreement, being derivatives used for hedging against the freight market exposure.
FRC The UK Financial Reporting Council.
Framework Management Agreement The overall framework management agreement between TMI Holdco Limited, a subsidiary of the
Company and the Commercial Manager and Technical Manager.
Geared Ships Vessels equipped with cranes for loading and un-loading cargoes e.g. Handysize, Supramax and
Ultramax vessels.
Global Reporting Initiative (“GRI”) The GRI is an international organisation that provides a widely adopted framework for sustainability
reporting. It enables organisations to disclose their economic, environmental, and social impacts,
promoting transparency and accountability.
Grindrod Shipping Holdings Ltd
(“Grindrod”)
Grindrod Shipping Holdings Ltd, a dual NASDAQ and Johannesburg Stock Exchange listed shipping
business (NASDAQ: GRIN, JSE: GSH “Grindrod”), a subsidiary of TMI, is an international shipping
company which owns an attractive, modern fleet of geared dry bulk vessels.
Gross Assets The aggregate of the fair value of all underlying vessels and all other assets of the Combined Group in
accordance with the Combined Group’s usual accounting policy.
Handysize A dry bulk carrier with a capacity between 10,000 and 44,999 DWT (10,000 DWT to 39,999 DWT for
vessels built prior to 2014) for the purposes of quoted market data.
IFRS International Financial Reporting Standards.
Appendix C –
Definitions and Glossary
continued
ADDITIONAL INFORMATION
Taylor Maritime Investments Limited | Annual Report and Financial Statements 2024156
IMO International Maritime Organisation.
IPO Initial Public Offering.
ISM Code International Safety Management Code.
KPIs Key performance indicators.
Listing Rules The listing rules made by the FCA pursuant to Part VI of FSMA.
Long Term Incentive Plan (“LTIP”) The long term incentive plan is the Company’s policy which rewards the executive team for reaching
specific goals that lead to increased shareholder value.
Market Abuse Regulation The European Union’s Market Abuse Regulation, as implemented in the UK through the Financial
Services and Markets Act 2000 (Market Abuse) Regulations 2016.
Net Asset Value (“NAV”) The value, as at any date, of the assets of the Company after deduction of all liabilities of the Company
determined in accordance with the accounting policies adopted by the Company from time-to-time
Net Charter Revenue Net charter revenue is charter income net of commissions and charter related costs.
Net Time Charter Rate The rate of hire for a Time Charter, net of commissions.
Net Zero According to the IPCC definition, net zero CO2 emissions are achieved when anthropogenic CO2
emissions are balanced globally by anthropogenic CO2 removals over a specified period.
NOx Nitrous Oxides
Ordinary Shares Ordinary shares of no par value issued in the capital of the Company.
PSC Deficiencies Ratio Port State Control deficiencies ratio.
Formula = Number of PSC deficiencies/number of PSC inspections.
Related Party A related party is a person or entity that is related to the Consolidated Group.
Revenue days Revenue days is vessel ownership days less technical off hire days.
Sustainability Accounting Standards
Board (“SASB”)
The SASB is a non-profit organization that creates industry-specific sustainability accounting standards.
These standards are designed to help public corporations report on sustainability issues that are
materially relevant to their financial performance.
Scope 1, 2 and 3 emissions Greenhouse gas emissions as defined by the Greenhouse Gas Protocol. Scope 1 and 2 emissions relate
to direct emissions from owned or controlled sources. Scope 2 emissions cover indirect emissions from
the generation of purchased electricity, steam, heating or cooling. Scope 3 emissions include all indirect
emissions that occur in an entity’s value chain.
SOx Sulphur Oxides.
SPV or Special Purpose Vehicle Corporate entities, formed and wholly owned (directly or indirectly) by the Company, specifically to hold
one or more vessels, and including (where the context permits) any intermediate holding company of the
Company.
Supramax A dry bulk carrier with a capacity between 45,000 to 59,999 DWT for the purposes of quoted market
data.
TCFD Task Force on Climate Related Disclosure.
Technical Manager Tamar Ship Management Limited, a subsidiary of Grindrod from 3 October 2023. Appointed by the
Group under the Framework Agreement; responsible for ensuring vessels’ compliance with flag state
law and applicable regulations; arranging and supervising asset maintenance; and arranging crewing.
Time Charter The hiring of a ship for a specific period of time. The charterer is responsible for cargo, itinerary and
bears the voyage-related costs including fuel. The shipowner supplies the ship and the crew.
Time Charter Equivalent (“TCE”) TCE is calculated as net charter revenue divided by revenue days.
Ultramax (“Ultra”) A dry bulk carrier with a capacity between 60,000 to 64,999 DWT for the purposes of quoted market
data.
UN SDGs United Nations Sustainable Development Goals.
Registered Office
c/o Sanne Fund Services
(Guernsey) Limited
1 Royal Plaza
Royal Avenue
St Peter Port
Guernsey
GY1 2HL
taylormaritimeinvestments.com