Update re Karanja Asset

Mercantile Ports & Logistics Ltd

21 April 2026

 

Mercantile Ports & Logistics Limited

("MPL" or the "Company")

Update - MPL Pursues Full Debt Redemption and Intensifies Legal Action to Recover Karanja Asset

Mercantile Ports & Logistics Limited (AIM: MPL), confirms that it continues to actively pursue all available legal remedies to regain control of its wholly owned asset, Karanja Terminal & Logistics Pvt. Ltd. ("KTPL").

As previously announced, a Committee of Creditors ("CoC") meeting was held on Friday 10 April 2026, as directed by the NCLT. The meeting was attended by Mr. Pavan Bakhshi in person along with legal counsel in New Delhi and financial advisors from London. Mr Bakhshi reiterated that the Company is ready, willing and able to fulfil the terms of its 12 A Proposal and gave further assurance and clarification that the Company remains committed to redeem the debt of the Company in full and ensure that there is no loss to creditors. The Company demonstrated its ability to redeem the debt and submitted documents to support this. The Company believes that, alongside its advisers, it addressed all questions fully.  

On 13 April 2026, the Company received what it considers to be a biased and inaccurate set of minutes of the CoC meeting held on 10 April 2026, which was surprising given that the meeting had been recorded. The Company also received notice convening a further CoC meeting to take place on 14 April 2026 for discussion on the 12 A proposal. The Company duly objected to the inaccurate recording of the minutes of the CoC meeting held on 10 April 2026 and stated that no further meeting should be held until the record is set straight, as the inaccurate minutes would have a direct bearing on the discussion of the 12 A proposal. In addition, the Company was suspicious of the purpose of a further CoC meeting being proposed to be held on a public holiday and objected to this, especially as the Company's Application was listed for hearing before the Hon'ble NCLT the very next day.

Despite the objections raised by the Company, a further CoC meeting was held on 14 April 2026. The CoC took note of the objections raised by the Company in relation to inaccurate, biased recording of minutes of the meeting of 10^th April but proceeded to vote on the 12 A proposal and rejected the Company's proposal unanimously.

During the course of the hearing before NCLT, Mumbai on 15 April 2026, counsel for the Company informed the court about the arbitrary and mechanical rejection of the 12 A Proposal. The Company was shocked that, not only was the Company's 12 A proposal rejected but the CoC, with utter disregard to due process, had approved a resolution plan received from Adani Ports and Special Economic Zone Limited, which the Company believes was improper as the matter was sub-judice and pending before the court.

The Company believes that the sequence of events clearly reveals that the entire process has been stage managed for many months. The Company believes that the annulment of the One Time Settlement agreed with Company's lenders was unlawful, and that the transfer of debt and the CIRP process was orchestrated with a view to remove the valuable asset from the Company and hand it over to a pre-determined buyer. 

MPL reiterates that KTPL has never been operationally insolvent and remains revenue generating. The Company had recently entered into its largest contract since inception with a state-owned oil & gas enterprise and had commenced generating revenue under that agreement. In addition, it had strong forward visibility on a pipeline of contracts that had been expected to be concluded during the course of the year, furthering the Company's momentum. The Company continues to have the support of its stakeholders and, indeed, now has the support of an international oil & gas company.  MPL believes that its proposal represents a clear and direct route to full recovery for all creditors and maintains that the current situation reflects a total failure and abuse of the process rather than any underlying financial incapacity of MPL. MPL remains committed to continue to challenge what it considers to be the grossly arbitrary actions of the CoC designed to deprive the Company of its asset. As stakeholders would expect, MPL has instructed its advisers to lodge an appeal in the courts and will continue to use all legal means available to it to secure its asset.

Pavan Bakhshi, Managing Director of MPL, commented:

This outcome is nothing short of brazen. What we have witnessed is a process that appears to have been deliberately manoeuvred from the outset to strip MPL of an asset it conceived, funded and built over more than a decade. We took the early-stage risks when no one else would, deployed substantial international capital, and created a strategically important port and logistics platform - only to now face what we believe to be a coordinated and malicious attempt to take it away.

What is particularly striking is the speed with which this outcome was forced once we demonstrated our financial capability. We submitted our proposal on 6 February 2026 - nearly seven weeks before resolution bids were even received - yet the CoC took no meaningful steps to consider or conclude on it during that period. However, the moment we exerted pressure for them to consider our proposal to redeem the debt in full, it was immediately rejected. We know that we have created a valuable asset and the actions of others to try to take it from us only underlines this further.

We believe that this process fundamentally undermines India as an investment destination and sends a deeply concerning signal to global investors.

We will not accept this outcome. We have fought to protect this asset for our stakeholders - and we will continue to pursue every legal avenue available to ensure that justice prevails and that this asset is not wrongfully taken.

Stefan Passantino, Board Member of MPL, commented:

What is particularly concerning from an international perspective is the apparent disregard for due process and the suspicious and opaque manner in which a fully funded redemption proposal was set aside.

If investors can commit substantial capital, take development risk, and successfully build and operate critical infrastructure, only to see that asset transferred through a process that appears neither fair nor transparent - potentially into the hands of far larger domestic interests - it raises serious questions about the protection of foreign investment.

At its core, this creates a chilling effect; it calls into question whether there is any meaningful incentive to invest long-term capital if, after the risks have been navigated and value has been created, the asset can be taken through a process that does not prioritise fairness or full value recovery.

Jeremy Warner Allen, Chairman of MPL, commented:

We will also continue to raise our concerns with the UK, US and Indian governments on how investors from their respective countries are being cheated.  This matter arises at a time of deepening economic cooperation between India and the UK, underscored by the recently concluded UK-India Free Trade Agreement, which is intended to promote investor confidence and transparency. Against this backdrop, the treatment of this asset risks being seen as fundamentally inconsistent with those principles. We believe that it is important that this situation is addressed decisively, so that it does not undermine the credibility of that framework or signal that a strategically developed, internationally funded asset can become a casualty, even as both nations publicly champion stronger bilateral investment ties.

We continue to believe that what we have created in Karanja can be a positive example of UK and International investors working to build a strategic infrastructure asset in India, which is a success for all parties.

We remain fully supportive of management in pursuing all appropriate steps to protect the Company's interests.

For further information, please visit www.mercpl.com or contact:

MPL	c/o Cavendish [phone]
Cavendish Capital Markets Limited (Nomad and Broker)	Stephen Keys [phone]

This announcement contains inside information.

 

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