29

Grand Harbour Marina p.l.c.

Remuneration Report (continued)

Year Ended 31 December 2023

Executive Director

The Company has one executive, that is also appointed as member of the board (not

ex officio

).

The executive

director is the CEO.

Fixed Remuneration- Salary

The CEO does not get any form of remuneration from the Company.

Variable Remuneration- Bonus

The CEO does not get any form of remuneration from the Company.

There has been no change in the remuneration of directors over the course of the year 2023.

THIS REMUNERATION STATEMENT HAS BEEN PREPARED BY THE DIRECTORS AND IS SIGNED BY THE CHAIRMAN

AS AUTHORISED BY THE BOARD.

IN ACCORDANCE WITH CAPITAL MARKETS RULE 12.26N, THE EXTERNAL

AUDITORS HAVE CHECKED THAT ALL INFORMATION, REQUIRED IN TERMS OF APPENDIX 12.1 OF CHAPTER 12

OF THE CAPITAL MARKETS RULES, HAS BEEN INCLUDED.

Signed on behalf of the Company’s Board of Directors on 26 April 2024 by Lawrence Zammit (Chairman) and

Franco Azzopardi (Director) as per Directors’ Declaration on ESEF Annual Financial Report submitted in

conjunction with the Annual Report Financial Statements 2023.

 

30

Grand Harbour Marina p.l.c.

Statement of financial position

As at 31 December 2023

2023

2022

2023

2022

Group

Group

Company

Company

Note

€000

€000

€000

€000

ASSETS

Property, plant and equipment

16

4,057

4,243

Deferred costs on property, plant and

equipment

475

478

Right-of-use asset

21

5,007

5,133

Equity-accounted investee

18

2,174

2,174

Investment in debt securities

19

4,392

4,474

Loans to related parties

20

1,950

5,173

Non-current assets

18,055

21,675

Loans to related parties

20

2,669

308

Trade and other receivables

22

1,069

928

Cash and cash equivalents

23

5,181

4,031

Current assets

8,919

5,267

Total assets

26,974

26,942

EQUITY

Share capital

24

2,400

2,400

Exchange translation reserve

24

(1,670)

-

-

Fair value reserve

24

(203)

(209)

(203)

(209)

Retained earnings

719

781

Total equity attributable to equity holders

of the Company

2,916

2,972

LIABILITIES

Lease liability

21

5,933

6,046

Debt securities in issue

26

14,832

14,790

Deferred tax liabilities

15

769

790

Non-current liabilities

21,534

21,626

Lease liability

21

9

12

Bank overdraft

26

2

2

Taxation payable

 

63

-

Trade and other payables

27

1,409

1,297

Contract liabilities

28

1,041

1,033

Current liabilities

2,524

2,344

Total liabilities

24,058

23,970

Total equity and liabilities

26,974

26,942

The accompanying notes are an integral part of these financial statements. The financial statements on pages 30 to 91 were

 

31

Grand Harbour Marina p.l.c.

Statement of profit or loss and other comprehensive income

For the year ended 31 December 2023

2023

2022

2023

2022

Group

Group

Company

Company

Note

€000

€000

€000

€000

Continuing operations

Revenue

10

4,335

3,902

Direct costs

11

(934)

(774)

(934)

(774)

Gross profit

3,401

3,128

Selling and marketing expenses

11

(41)

(45)

(41)

(45)

Administrative expenses:

Depreciation on plant and equipment

16

(281)

(276)

(281)

(276)

Depreciation on right-of-use-asset

21

(126)

(143)

(126)

(143)

Other administrative expenses

11

(1,514)

(1,486)

(1,514)

(1,486)

Operating profit

1,439

1,178

Impairment reversal on financial assets

29

6

15

Finance income

13

412

412

Finance costs

13

(1,118)

(1,113)

(1,118)

(1,113)

(700)

(686)

(700)

(686)

Share of equity-accounted investee profit

net of tax

18

-

-

Profit before tax

739

492

Income tax expense

15

(458)

(268)

(458)

(268)

Profit for the year attributable to

equity holders of the Company

281

224

Other comprehensive (loss)/ income:

Items that are or may be reclassified

subsequently to profit or loss

Monetary gain on restating non-monetary

items in line with IAS 29

18

-

-

Foreign currency translation differences

18

(1,753)

-

-

Unrealised fair value movement on

debt securities at fair value

through other comprehensive

income (FVOCI)

19

(8)

(199)

(8)

(199)

Cumulative movement in fair value of debt

securities disposed of during the year

reclassified to profit or loss

19

-

4

Expected credit losses/ (reversal) on debt

securities at FVOCI

19

(2)

14

(2)

Other comprehensive income/ (loss) for

the year, net of tax attributable to

equity holders of the Company

(541)

6

(197)

Total comprehensive income for the year

attributable to equity holders of the

Company

287

27

Earnings per share (€)

14

The accompanying notes are an integral part of these financial statements.

 

32

Grand Harbour Marina p.l.c.

Statement of changes in equity

For the Year Ended 31 December 2023

Share

capital

Translation

reserve

Fair value

reserve

Retained

earnings

Total

€000

€000

€000

€000

€000

Group

Balance at 1 January 2022

(12)

(316)

Total comprehensive (loss)/ income:

Profit for the year

Other comprehensive income:

Monetary gain on restating non-monetary

items in line with IAS 29

Foreign currency translation

differences

Unrealised fair value movement on debt

securities at fair value through other

comprehensive income (FVOCI)

(199)

(199)

Cumulative movement in fair value of debt

securities disposed of during the year

reclassified to profit or loss

Reversal of expected credit loss on debt

securities at FVOCI

(2)

(2)

Other comprehensive (loss)/ income for the

year

(197)

Total comprehensive (loss)/ income for

the year

(197)

Transactions with owners of the Company:

Dividends paid

(660)

(660)

Balance at 31 December 2022

(209)

Balance at 1 January 2023

(209)

Total comprehensive (loss)/ income:

Profit for the year

Other comprehensive income:

Monetary gain on restating non-monetary

items in line with IAS 29

Foreign currency translation

differences

(1,753)

(1,753)

Unrealised fair value movement on debt

securities at fair value through other

comprehensive income

(FVOCI)

(8)

(8)

Expected credit losses on debt securities at

FVOCI

Other comprehensive (loss)/ income for the

year

(1,753)

(541)

Total comprehensive (loss)/ income for the

year

(1,753)

Transactions with owners of the Company:

Dividends paid

(343)

(343)

Balance at 31 December 2023

(1,670)

(203)

The accompanying notes are an integral part of these financial statements.

*Cash and cash equivalents include bank overdrafts that are repayable on demand and form an integral part of the Group’s

cash management.

1

Reporting entity

Grand Harbour Marina p.l.c. (the “Company”) is a public listed company domiciled and

incorporated in Malta, with registration number C26891, and the registered office of which is

situated at Vittoriosa Wharf, Vittoriosa, Malta.

The consolidated financial statements of the Group as at and for the year ended 31 December

2023 comprise the Company and its subsidiary, (together referred to as the “Group”) and the

Group’s beneficial interest of 45% in a joint arrangement, IC Cesme Marina Yatirim, Turizm ve

Islemeleri Anonim Sirketi (“IC Cesme”). The Group is itself a subsidiary of Camper & Nicholsons

Marina Investments Limited (“CNMIL” or the “Parent Company”).

The principal activities of the

Group are the development operation and management of marinas.

2

Basis of accounting

Legal Notice 19 of 2009 as amended by Legal Notice 233 of 2016, Accountancy Profession

(Accounting and Auditing Standards) (Amendments) Regulations, 2016 (the “Regulation”), defines

compliance with generally accepted accounting principles and practice as adherence to

International Financial Reporting Standards (IFRS) as adopted by the EU for financial periods

starting on or after 1 January 2008. Article 4 of Regulation 1606/2002/EC requires that, for each

financial year starting on or after 1 January 2005, companies governed by the law of an EU Member

State shall prepare their consolidated financial statements in conformity with IFRS as adopted by

the EU if, at their reporting date, their securities are admitted to trading on a regulated market of

any EU Member State.

Consequently, the separate and the consolidated financial statements are prepared in conformity

with IFRS as adopted by the EU.

Details of the Group’s material accounting policy information are

included in note 7.

3

Basis of measurement

The financial statements have been prepared on the historical cost basis except investments in

debt securities which are measured at fair value on each reporting date, and the investment in a

joint venture that is measured under the equity method.

Additionally, as disclosed in note 6, the

Group’s equity-accounted investee operates in a hyperinflationary economy, accordingly the

financial information been expressed in terms of the measuring unit current at the reporting date

as a result of the effects of inflation.

The financial statements have also been prepared on a going concern basis as explained below:

Going concern basis

The directors have, at the time of approving the financial statements, a reasonable expectation

that the Group has adequate resources to continue in operational existence for the foreseeable

future. Thus, they continue to adopt the going concern basis of accounting in preparing the

financial statements.

4

Functional and presentation currency

These financial statements are presented in Euro (€), which is the Company’s functional currency.

All amounts have been rounded to the nearest thousand, unless otherwise indicated.

5

Use of judgements and estimates

In preparing these financial statements management has made judgements and estimates that

affect the application of the Group’s accounting policies and the reported amounts of assets,

liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to estimates

are recognised prospectively.

5.1

Judgements, assumptions and estimation uncertainties

Information about judgements, assumptions and estimation uncertainties that have the most

significant effects on the amounts recognised in the financial statements, is provided below:

-

As further described in note 18.4, in assessing impairment, management estimates the

recoverable amount of the Group’s investment in IC Cesme based on expected future cash

flows and uses an interest rate to discount them. Estimation uncertainty relates to assumptions

about future operating results and the determination of a suitable discount rate.

5.2

Measurement of fair values

A number of the Group’s accounting policies and disclosures require the measurement of fair

values, for both financial and non-financial assets and liabilities.

The Group regularly reviews significant unobservable inputs and valuation adjustments.

If third

party information is used to measure fair values, then the Group assesses the evidence obtained

from third parties to support the valuation in accordance with IFRSs as adopted by the EU.

Significant valuation issues are reported to the Group’s audit committee.

When measuring the fair value of an asset or a liability, the Group uses observable market data as

far as possible. Fair values are categorised into different levels in a fair value hierarchy based on

the inputs used in the valuation techniques as follows:

•

Level 1

: quoted prices (unadjusted) in active markets for identical assets or liabilities.

•

Level 2

: inputs other than quoted prices included in Level 1 that are observable for the asset or

liability, either directly (i.e. as price) or indirectly (i.e. derived from prices).

•

Level 3

: inputs for the asset or liability that are not based on observable market data

(unobservable inputs).

If the inputs used to measure the fair value of an asset or a liability fall into different levels of the

fair value hierarchy, then the fair value measurement is categorised in its entirety in the same level

of the fair values hierarchy as the lowest level input that is significant to the entire measurement.

The Group recognises transfers between levels of the fair value hierarchy at the end of the

reporting period during which the change has occurred.

Further information about the

assumptions made in measuring fair values is included in notes 19 and 29.

5.3

Hyperinflation

The Group exercised judgement in determining whether the Turkish economy (being the economy

in the Group’s investment in joint venture, IC Cesme, operates) has become hyperinflationary in

2022, and consequently whether the functional currency of its joint venture is the currency of a

hyperinflationary economy.

The analysis of the cumulative inflation rate over three years resulted in the Group considering

whether Turkey’s economy was hyperinflationary. Based on the available information, the Group

concluded that this economy remains hyperinflationary.

Management exercises judgement as to when a restatement of the financial statements of a Group

entity becomes necessary. Following management’s assessment, the Group’s investment in its

joint venture, IC Cesme, has been accounted for as an entity operating in a hyperinflationary

economy. As such, the investment in IC Cesme has been expressed in terms of the measuring unit

current at the reporting date. Further information is disclosed in notes 6 and 7.3.

6

Significant events

The Group’s equity-accounted investee, IC Cesme, operates in Turkey. The International Monetary

Fund, in its World Economic Outlook database on Turkey, reported a 3-year cumulative rate of

inflation of 156% (2021: 74%) and an annual rate of inflation of 64% (2021: 36%) for 2022. Further,

in its latest October 2023 World Economic Outlook report

forecasts an annual rate of inflation of

64% (2022: 73%) and a 3-year cumulative rate of inflation of 267% (2022: 171%) for the period

ended 31 December 2023. Furthermore, the Turkish Statistical Institute reported a 3-year

cumulative rate of inflation of 268% (2022: 156%) and an annual inflation rate of 65% (2022: 64%)

as at 31 December 2023.

The Group’s management considered the above events in light of the accounting rules for entities

operating in hyperinflationary economies and determined that the cumulative inflation rate over

three years provides evidence that the Turkish economy became hyperinflationary since 2022.

In view of this, Cesme’s financial position and performance as at 31 December 2023 and

31 December 2022 are being reported by applying

IAS 29 Financial Reporting in Hyperinflationary

Economies

. The cumulative impact of adjusting the Group’s result for the effects of hyperinflation

is detailed in note 18.

7

Material accounting policy information

The Group has consistently applied the following accounting policies to all periods presented in

these financial statements.

7

Material accounting policy information (continued)

7.1

Basis of consolidation

7.1.1

Interest in equity-accounted investees

The Group’s interests in equity-accounted investees comprises an interest in a joint venture.

A joint venture is an arrangement in which the Group has joint control, whereby the Group has

rights to the net assets of the arrangement, rather than rights to its assets and obligations for its

liabilities.

Interest in joint ventures is accounted for using the equity method in the consolidated financial

statements. They are recognised initially at cost, which includes transaction costs. Subsequent to

initial recognition, the consolidated financial statements include the Group’s share of the profit or

loss and other comprehensive income of equity-accounted investees, until the date at which

significant influence or joint control ceases. Appropriate adjustments to the Group’s share of the

joint venture’s profit or loss after acquisition are made in order to account for depreciation on the

depreciable assets based on their fair values at acquisition date.

Investments in equity-accounted investees are stated in the separate financial statements of the

Company at cost less impairment, if any. Any amounts advanced / incurred for which settlement

is neither planned nor likely to occur in the foreseeable future, are treated as an extension to the

Company’s net investment therein and included in the carrying amount.

7.2

Foreign currency

7.2.1

Foreign operations

The assets and liabilities of foreign operations are translated into euro at the exchange rates at the

reporting date. The income and expenses of foreign operations are translated into euro at the

exchange rates at the dates of the transactions.

Foreign currency differences are recognised in OCI, and accumulated in the foreign currency

translation reserve.

7.3

Hyperinflation

Where it has been determined that a Group entity or an equity-accounted investee has a functional

currency that is the currency of a hyperinflationary economy, the respective entity first applies the

requirements of

IAS 29, Financial Reporting in Hyperinflationary Economies

.

IAS 21, The Effects of

Changes in Foreign Exchange Rates

, which addresses the translation of the financial information

into the Group’s presentation currency, is only applied after the requirements of IAS 29 have been

complied with.

Under IAS 29, the financial statements of Group entities and equity-accounted investees whose

functional currencies are the currencies of hyperinflationary economies are adjusted in terms of

the measuring currency unit at the end of the reporting period.

Comparative amounts for such

entities are, in accordance with IAS 29, also adjusted in the current year and remeasured in terms

of the measuring currency unit at the end of the current reporting period.

7

Material accounting policy information (continued)

7.3

Hyperinflation (continued)

The carrying amounts of non-monetary assets and liabilities are adjusted under IAS 29 to reflect

the change in the general price index from the date of acquisition to the end of the reporting

period. An impairment loss is recognised in profit or loss if the restated amount of a non-monetary

item exceeds its estimated recoverable amount. On initial application of hyperinflation accounting,

prior period financial information is also restated as if the economy had always been

hyperinflationary.

Gains or losses on the net monetary position are recognised in profit or loss.

All items recognised in the income statement are restated by applying the change in the general

price index from the dates when the items of income and expenses were initially earned or

incurred.

At the beginning of the first period of application, the components of equity, except retained

earnings, are restated by applying a general price index from the dates the components were

contributed or otherwise arose. These restatements are recognised directly in equity as an

adjustment to opening retained earnings. Restated retained earnings are derived from all other

amounts in the restated statement of financial position. If on initial application of hyperinflation

accounting the restated value of the non-monetary assets exceed their recoverable amount, the

initial adjustment is capped at the recoverable amount and the net increase is recorded directly in

retained earnings. At the end of the first period and in subsequent periods, all components of

equity are restated by applying a general price index from the beginning of the period or the date

of contribution, if later.

After having first applied IAS 29, the Group then applies IAS 21 to translate foreign currency

balances into its presentation currency (euro). Nevertheless, even though Group entities and

equity-accounted investees whose functional currencies are the currencies of hyperinflationary

economies restate their own comparative financial information as set out above, the Group does

not restate comparative amounts in its consolidated financial statements because the Group’s

presentation currency is that of a non-hyperinflationary economy. The Group’s comparative

financial information therefore remains unchanged from what it presented in the prior year’s

consolidated financial statements.

Differences between the comparative amounts as reported in the Group’s consolidated financial

statements, and as restated by Group entities and equity-accounted investees whose functional

currencies are the currencies of hyperinflationary economies, are recognised in the Group’s OCI

for the current year.

The Turkish economy has been classified as hyperinflationary with effect from 2022. Accordingly,

the results, financial position of the Group’s joint venture, IC Cesme, have been expressed in terms

of the measuring currency unit at the reporting date. For further details, refer to notes 5.3 and 6.

7.4

Revenue from contracts with customers

Information about the Group’s accounting policies relating to contracts with customers is provided

in note 10.

7

Material accounting policy information (continued)

7.5

Finance income and finance costs

The Group and the Company’s finance income and finance costs include:

-

interest income on investments in debt securities and loans to related parties,

-

interest expense on the lease liability,

-

interest expense on bonds in issue (including amortization of bond issue costs),

-

the net gain or loss on the disposal of investments in debt securities measured at FVOCI,

-

impairment losses (and reversals) on investments in debt securities carried at FVOCI and

-

foreign currency gains and losses on financial assets and liabilities, other than those of an

operating nature.

Interest income and interest expense is recognised using the effective interest method.

In calculating interest income and expense, the effective interest rate is applied to the gross

carrying amount of the asset (when the asset is not credit-impaired) or to the amortised cost of

the liability.

However, for financial assets that have become credit impaired subsequent to initial recognition,

interest income is calculated by applying the effective interest rate to the amortised cost of the

financial asset. If the asset is no longer credit-impaired, then the calculation of interest income

reverts to the gross basis.

7.6

Income tax

Income tax expense comprises current and deferred tax and is recognised in profit or loss.

7.6.1

Current tax

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the

year and any adjustment to the tax payable or receivable in respect of previous years. The amount

of current tax payable or receivable is the best estimate of the tax amount expected to be paid or

received that reflects uncertainty related to income taxes, if any. It is measured using tax rates

enacted or substantively enacted at the reporting date. Current tax also includes any tax arising

from dividends.

7.6.2

Deferred tax

Deferred tax is recognised in respect of temporary differences between the carrying amounts of

assets and liabilities for financial reporting purposes and the amounts used for taxation purposes.

Deferred tax is measured at the tax rates that are expected to be applied to temporary differences

when they reverse, using tax rates enacted or substantively enacted at the reporting date. The

measurement of deferred tax reflects the tax consequences that would follow from the manner in

which the Group expects, at the reporting date, to recover or settle the carrying amount of its

assets and liabilities.

7

Material accounting policy information (continued)

7.7

Property, plant and equipment

7.7.1

Recognition and measurement

Property, plant and equipment of the Group includes superyacht berths that have been completed

but not yet licensed (see below), pontoons, improvements to leased property, motor vehicles,

office equipment and assets in the course of construction.

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

any accumulated impairment losses. Cost includes expenditure that is directly attributable to the

acquisition of the asset. Any common costs incurred for the berths are allocated equally.

As part of its operating activities, Grand Harbour Marina p.l.c. licenses out superyacht berths,

typically for periods ranging between 25 to 30 years. The cost of such berths is apportioned

between that part attributable to the initial licensing period, which is recognised immediately in

profit or loss, and that part (the residual amount) attributable to the time period which extends

beyond the initial licensing period. The method of cost apportionment which is based on the

discounted revenue from each long-term sale represents a fair reflection of the pattern of future

economic benefits estimated to accrue from the licensing of such berths. The residual amount is

classified in the balance sheet as ‘deferred costs’ and included with non-current assets.

When parts of an item of property, plant and equipment have different useful lives, they are

accounted for as separate items (major components) of property, plant and equipment.

7.7.2

Depreciation

Depreciation is calculated to write off the cost of items of property, plant and equipment less their

estimated residual values using the straight-line method over their estimated useful lives and is

recognised in profit or loss. Significant components of individual assets are assessed, and if a

component has a useful life that is different from the remainder of that asset, that component is

depreciated separately. Berths developed and related improvements to leased property are

depreciated over the shorter of the lease term and the useful life of the buildings and

improvements, unless it is reasonably certain that the Group will obtain ownership of the land by

the end of the lease term. The estimated useful lives of property, plant and equipment for current

and comparative periods are as follows:

•

superyacht berths

50 years

•

landscaping costs

50 years

•

pontoon berths

25 years

•

improvements to leased property

10 years

•

utility modules and switchboards

10 years

•

cable infrastructure

10 years

•

motor vehicles, including shipping vessels

5 years

•

marine and office equipment

5 years

In note 16.1, landscaping costs, improvements to leased property and utility modules and

switchboards are classified under “Improvements to leased property, landscaping and

switchboards”, while cable infrastructure and marine and office equipment are classified under

“Cable infrastructure, marine & office equipment”.

7

Material accounting policy information (continued)

7.7

Property, plant and equipment (continued)

7.7.2

Depreciation (continued)

Depreciation commences when the asset is available for use. Superyacht berths are depreciated

from the date of full construction up to the point in time when the long-term licensing contract is

signed with the licensee, at which time the carrying amount of such berths is apportioned and

accounted for as explained in note 7.7.1. Assets in the course of construction are not depreciated.

Depreciation methods, useful lives and residual values are reviewed at each reporting date and

adjusted if appropriate.

7.8

Financial instruments

7.8.1

Recognition and initial measurement

Financial assets and financial liabilities are initially recognised when the Group becomes a party to

the contractual provisions of the instrument.

A financial asset (unless it is a trade receivable without a significant financing component) or

financial liability is initially measured at fair value plus, for an item not at Fair Value through Profit

or Loss (FVTPL), transaction costs that are directly attributable to its acquisition or issue. A trade

receivable without a significant financing component is initially measured at the transaction price.

7.8.2

Classification and subsequent measurement

Financial assets

On initial recognition, a financial asset is classified as measured at: amortised cost; FVOCI - debt

investment; FVOCI – equity investment; or FVTPL.

The classification of financial assets under IFRS

9

Financial Instruments

is generally based on the business model in which a financial asset is

managed and its contractual cash flows characteristics.

The Group has financial assets measured at amortised cost which comprise trade and other

receivables, loans to related parties and cash and cash equivalents.

The Group also has debt

instruments measured at FVOCI which comprise investments in corporate debt securities.

Financial assets are not reclassified subsequent to their initial recognition unless the Group

changes its business model for managing financial assets, in which case all affected financial assets

are reclassified on the first day of the first reporting period following the change in the business

model.

A financial asset is measured at amortised cost if it meets both of the following conditions and is

not designated as at FVTPL:

-

it is held within a business model whose objective is to hold assets to collect contractual cash

flows; and

-

its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

7

Material accounting policy information (continued)

7.8

Financial instruments (continued)

7.8.2

Classification and subsequent measurement (continued)

Financial assets (continued)

A debt investment is measured at FVOCI if it meets both of the following conditions and is not

designated as at FVTPL:

-

it is held within a business model whose objective is achieved by both collecting contractual

cash flows and selling financial assets; and

-

its contractual terms give rise on specified dates to cash flows that are solely payments of

principal and interest on the principal amount outstanding.

Financial assets – Assessment whether contractual cash flows are solely payments of principal and

interest

In assessing whether the contractual cash flows are solely payments of principal and interest, the

Group considers the contractual terms of the instrument. This includes assessing whether the

financial asset contains a contractual term that could change the timing or amount of contractual

cash flows such that it would not meet this condition.

In making this assessment, the Group considers:

-

contingent events that would change the amount or timing of cash flows;

-

terms that may adjust the contractual coupon rate, including variable-rate features;

-

prepayment and extension features; and

-

terms that limit the Group’s claim to cash flows from specified assets (e.g. non-recourse

features).

A prepayment feature is consistent with the solely payments of principal and interest criterion if

the prepayment amount substantially represents unpaid amounts of principal and interest on the

principal amount outstanding, which may include reasonable additional compensation for early

termination of the contract.

Additionally, for a financial asset acquired at a discount or premium to its contractual par-amount,

a feature that permits or requires prepayment at an amount that substantially represents the

contractual par amount plus accrued (but unpaid) contractual interest (which may also include

reasonable additional compensation for early termination) is treated as consistent with this

criterion if the fair value of the prepayment feature is insignificant at initial recognition.

Financial assets – Subsequent measurement and gains and losses

Financial assets at amortised cost

These assets are subsequently measured at amortised cost using the effective interest method.

The amortised cost is reduced by impairment losses. Interest income, foreign exchange gains and

losses and impairment are recognised in profit or loss. Any gain or loss on derecognition is

recognised in profit or loss.

7

Material accounting policy information (continued)

7.8

Financial instruments (continued)

7.8.2

Classification and subsequent measurement (continued)

Debt investments at FVOCI

These assets are subsequently measured at fair value. Interest income calculated using the

effective interest method, foreign exchange gains and losses and impairment are recognised in

profit or loss. Other net gains and losses are recognised in OCI. On derecognition, gains and losses

accumulated in OCI are reclassified to profit or loss.

Financial liabilities – Classification, subsequent measurement and gains and losses

Financial liabilities are classified as measured at amortised cost or FVTPL. Other financial liabilities

are subsequently measured at amortised cost using the effective interest method. These financial

liabilities comprise bank loans and overdrafts, trade payables and debt securities in issue. Interest

expense and foreign exchange gains and losses are recognised in profit or loss. Any gain or loss on

derecognition is also recognised in profit or loss.

7.8.3

Derecognition

Financial assets

The Group derecognises a financial asset when the contractual rights to the cash flows from the

financial asset expire, or it transfers the rights to receive the contractual cash flows in a transaction

in which substantially all of the risks and rewards of ownership of the financial asset are transferred

or in which the Group neither transfers nor retains substantially all of the risks and rewards of

ownership and it does not retain control of the financial asset.

Financial liabilities

The Group derecognises a financial liability when its contractual obligations are discharged,

cancelled or expired. The Group also derecognises a financial liability when its terms are modified

and the cash flows of the modified liability are substantially different, in which case a new financial

liability based on the modified terms is recognised at fair value.

No provision is recognised if an outflow of economic resources as a result of present obligations is

not probable. Such events and conditions are disclosed as contingent liabilities unless the outflow

of resources is remote.

7.9

Share capital

Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of

ordinary shares, net of any tax effects, are recognised as a deduction from equity. Income tax

relating to transaction costs of an equity transaction is accounted for in accordance with IAS 12

Income Taxes

.

7

Material accounting policy information (continued)

7.10

Impairment

7.10.1

Non-derivative financial assets

The Group recognises loss allowances for Expected Credit Losses (“ECLs”) on:

-

financial assets measured at amortised cost; namely trade and other receivables, lease

receivables, loans to related parties and cash at bank; and

-

debt investments measured at FVOCI, namely investments in corporate debt securities.

The Group measures loss allowances at an amount equal to lifetime ECLs, except for the following,

which are measured at 12-month ECLs:

-

debt securities that are determined to have low credit risk at the reporting date; and

-

financial assets for which credit risk (i.e. the risk of default occurring over the expected life of

the financial instrument) has not increased significantly since initial recognition.

Loss allowances for trade and other receivables are always measured at an amount equal to

lifetime ECLs.

When determining whether the credit risk of a financial asset has increased significantly since initial

recognition and when estimating ECLs, the Group considers reasonable and supportable

information that is relevant and available without undue cost or effort. This includes both

quantitative and qualitative information, based on the Group’s historical experience and informed

credit assessment and including forward-looking information. Forward-looking information

includes the future prospects of the industries in which the Company’s debtors operate, as well as

consideration of various external sources of actual and forecast economic information that relate

to the Company’s core operations. In assessing whether the credit risk on a financial instrument

has increased significantly since initial recognition, the Group compares the risk of a default

occurring on the financial instrument as at the reporting date with the risk of a default occurring

on the financial instrument as at the date of initial recognition.

The Group considers a financial asset to be in default when the debtor is unable to pay its credit

obligations to the Group in full. The Group rebuts the 90 days past due presumption since it has

reasonable and supportable information to demonstrate that a more lagging default criterion is

more appropriate.

The Group considers a debt security to have low credit risk when its credit risk rating is equivalent

to the globally understood definition of investment grade.

7

Material accounting policy information (continued)

7.10

Impairment (continued)

7.10.1

Non-derivative financial assets (continued)

Lifetime ECLs are the ECLs that result from all possible default events over the expected life of a

financial instruments.

12-month ECLs are the portion of ECLs that result from default events that are possible within the

12 months after the reporting date (or a shorter period if the expected life of the instrument is less

than 12 months).

The maximum period considered when estimating ECLs is the maximum contractual period over

which the Group is exposed to credit risk.

Measurement of ECLs

ECLs are a probability-weighted estimate of credit losses. Credit losses are measured as the present

value of all cash shortfalls (i.e. the difference between the cash flows due to the entity in

accordance with the contract and the cash flows that the Group expects to receive). ECLs are

discounted at the effective interest rate of the financial asset.

In the case of short-term, interest-

free financial assets, such as trade receivables, ECLs are not discounted.

If evidence of a significant increase in credit risk at the individual instrument level is not yet

available, the Group performs the assessment of significant increases in credit risk on a collective

basis by considering information on, for example, a group or sub-group of financial instruments.

Where the Company does not have reasonable and supportable information that is available

without undue cost or effort to measure lifetime ECL on an individual instrument basis, lifetime

ECL is measured on a collective basis. In such instances, the financial instruments are grouped on

the basis of shared credit risk characteristics.

Presentation of allowance for ECL in the statement of financial position

Loss allowances for financial assets measured at amortised cost are deducted from the gross

carrying amount of the assets. Impairment losses related to loans to related parties, cash at bank

and trade and other receivables, are presented separately in the statement of profit or loss and

other comprehensive income. For debt securities at FVOCI, the loss allowance is presented in profit

or loss below the Operating Profit line item and is recognised in OCI.

7.10.2

Non-financial assets

At each reporting date, the Group reviews the carrying amounts of its non-financial assets (other

than deferred tax assets) to determine whether there is any indication of impairment. If any such

indication exists, then the asset’s recoverable amount is estimated.

7

Material accounting policy information (continued)

7.10

Impairment (continued)

7.10.3

Equity-accounted investees

The impairment assessment in respect of the Group’s investment in equity-accounted investees

comprises two successive steps:

(1)

apply the equity method to recognise the investor’s share of any impairment losses for

the investee’s identifiable assets: and

(2)

when there is an indication of a possible impairment, test the investment as a whole and

recognise any additional impairment loss.

An impairment loss in respect of an equity-accounted investee is measured by comparing the

recoverable amount of the investment with its’ carrying amount. An impairment loss is recognised

in profit or loss and is reversed if there has been a favourable change in the estimates used to

determine the recoverable amount.

7.11

Leases

At inception of a contract, the Group assesses whether a contract is, or contains, a lease. A contract

is, or contains, a lease if the contract conveys the right to control the use of an identified asset for

a period of time in exchange for consideration. To assess whether a contract conveys the right to

control the use of an identified asset, the Group assesses whether:

-

the contract involves the use of an identified asset – this may be specified explicitly or

implicitly, and should be physically distinct or represent substantially all of the capacity of a

physically distinct asset. If the supplier has a substantive substitution right, then the asset is

not identified; and

-

the Group has the right to obtain substantially all of the economic benefits from use of the

asset throughout the period of use.

i.

As a lessee

At commencement or on modification of a contract that contains a lease component, the Group

allocates the consideration in the contract to each lease component on the basis of its relative

stand-alone prices.

The Group recognises a right-of-use asset and a lease liability at the lease commencement date.

The right-of-use asset is subsequently depreciated using the straight-line method from the

commencement date to the end of the lease term. In addition, the right-of-use asset is periodically

reduced by impairment losses, if any, and adjusted for certain remeasurements of the lease

liability. The estimated useful lives of right-of-use assets as at 31 December 2023 are as follows:

•

Properties

3 to 13 years

•

Water space

75 years from the balance sheet date

7

Material accounting policy information (continued)

7.11

Leases (continued)

i.

As a lessee (continued)

The lease liability is initially 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, if that rate

cannot be readily determined, the Group’s incremental borrowing rate. The Group uses its

incremental borrowing rate as the discount rate.

The Group determines its incremental borrowing rate by obtaining interest rates from various

external financing sources, particularly the Group’s debt securities in issue and makes certain

adjustments to reflect the terms of the lease and type of the asset leased.

Lease payments included in the measurement of the lease liability comprise the following:

-

fixed payments, including in-substance fixed payments;

-

variable lease payments that depend on an index or a rate, initially measured using the index

or rate as at the commencement date;

Variable lease payments that do not depend on an index or rate (such as revenue-based payments)

are recognised as an expense as incurred (see note 11.1).

The lease liability is measured at amortised cost using the effective interest method.

When the lease liability is remeasured in this way, a corresponding adjustment is made to the

carrying amount of the right-of-use asset or is recorded in profit or loss if the carrying amount of

the right-of-use asset has been reduced to zero.

The Group presents right-of-use assets that do not meet the definition of investment property,

and lease liabilities, separately in the statement of financial position.

7.12

Earnings per share

The Group presents basic earnings per share data for its ordinary shares. Basic earnings per share

is calculated by dividing the profit attributable to ordinary shareholders of the Company by the

weighted average number of ordinary shares outstanding during the period.

7.13

Segment reporting

Segment results that are reported to the CEO and the Board of Directors Grand Harbour Marina

p.l.c. (the Group’s chief operating decision makers), include items directly attributable to a

segment as well as those that can be allocated on a reasonable basis.

An operating segment is a component of an entity:

(a) that engages in business activities from which it may earn revenues and incur expenses;

(b) whose operating results are regularly reviewed by the chief operating decision maker to make

decisions about resources to be allocated to the segment and assess its performance; and

(c) for which discrete financial information is available.

7

Material accounting policy information (continued)

7.14

Fair value measurement

‘Fair value’ is the price that would be received to sell an asset or paid to transfer a liability in an

orderly transaction between market participants at the measurement date in the principal or, in

its absence, the most advantages market to which the Group has access at that date.

The fair value of a liability reflects its non-performance risk. Fair values have been determined

based on the following methods:

7.14.1

Non-derivative financial assets measured at amortised cost

The fair value of non-derivative financial assets measured at amortised cost is estimated at the

present value of future cash flows, discounted at the market rate of interest at reporting date.

7.14.2

Non-derivative financial liabilities measured at amortised cost

The fair value of non-derivative financial liabilities measured at amortised cost is calculated based

on the present value of future principal and interest cash flows, discounted at the market rate of

interest at the reporting date.

7.14.3

Debt instruments measured at FVOCI

The fair value of investments in corporate debt securities is based on quoted prices in markets for

those same instruments.

7.15

Cash and cash equivalents

Cash and cash equivalents comprise cash on hand and cash at bank. Bank overdrafts that are

repayable on demand and form an integral part of the company’s cash management are included

as a component of cash and cash equivalents for the purpose of the statement of cash flows and

are presented in current liabilities on the statement of financial position.

8

International Financial Reporting Standards effective in the current year and

those in issue but not yet effective

8.1

International Financial Reporting Standards applicable during the current year

During the financial year ended 31 December 2023, the Group and the Company adopted new

standards, amendments and interpretations to existing standards that are mandatory for the

Group’s and the Company’s accounting period beginning on 1 January 2023.

•

Amendments to IAS 1 - Presentation of Financial Statements, IFRS Practice statement 2:

Disclosure of Accounting Policies (effective for financial years on or after 1 January 2023). The

amendments are intended to help preparers in deciding which accounting policies to disclose

in their financial statements. Material accounting policy information is now required to be

disclosed instead of significant accounting policies. The amendments explain how an entity

can identify material accounting policy information and give examples of when accounting

policy information is likely to be material. Accounting policy information may be material due

to its nature and is material if users of an entity's financial statements would need it to

understand other material information in financial statements. In addition, IFRS Practice

Statement 2 has been amended by adding guidance and examples and demonstrate the

application of the 'four-step materiality process' to accounting policy information in order to

support the amendment.

•

Amendments to IAS 12 - Income Taxes: Deferred Tax related to Assets and Liabilities arising

from a Single Transaction (effective for financial years on or after 1 January 2023). The

amendment results in the recognition of deferred tax balances for all temporary differences

related to leases and decommissioning obligations and entities must recognize the cumulative

effect of initially applying the amendments as an adjustment to the opening balance of

retained earnings (or other component of equity, as appropriate) at that date. As a result of

the application of this amendment, the Group and the Company have recognized an increase

of €1,841k in deferred tax assets and deferred tax liabilities as at 1 January 2022 in its financial

statements, resulting to a restated deferred tax assets and deferred tax liabilities amounting

to €2,180k and €1,797k as at 31 December 2022, respectively.

There was no impact on the Group and Company's recognised income for the year ended 31

December 2022, and on the Group and Company's equity as at 1 January and 31 December

2022 as a result of the amendment to IAS 12.

Except for the amendments to IAS 1, IFRS Practice Statement 2 and IAS 12, the adoption of these

revisions to the requirements of IFRSs as adopted by the EU did not result in substantial changes

to the Group's and Company's accounting policies impacting the Group and Company's financial

performance and position, including disclosures. These standards include the following:

•

IFRS 17 Insurance Contracts and its amendment

•

Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules

•

Amendments to IAS 8 - Definition of Accounting Estimates

8

International Financial Reporting Standards effective in the current year and

those in issue but not yet effective (continued)

8.2

International Financial Reporting Standards issued but not yet effective

Certain new standards, amendments and interpretations to existing standards have been

published by the date of authorisation for issue of these financial statements, that are mandatory

for the Group's and Company's accounting period beginning after 1 January 2023. The Group and

Company have not early adopted these revisions to the requirements of IFRSs as adopted by EU

and the Company's Directors are of the opinion that there are no requirements that will have

possible significant impact on the Group and Company's financial statements in the period of initial

application.

9

Operating segments

9.1

Information about reportable segments

Under the “management approach” to segment reporting, the Group has two reportable

segments, namely, the “Grand Harbour Marina” located in Malta, and the “IC Cesme Marina”

located in Turkey. These two geographically operating segments are managed separately as they

have their own resource and capital requirements. For each of the reporting segments, the Chief

Executive Officer and the Board of Directors reviews internally financial and operating reports on

a regular basis. The business operation in each of these two operating segments is the ownership

and operation of marina facilities providing berthing and ancillary services for yachts and

superyachts. Information regarding the result of each reporting segment is included in this note.

Performance is measured based on segment revenues and segment profit or loss before tax as

management believes that this information is most relevant in evaluating the result of both

segments relative to other entities that operate in the same industry. The amounts reported for IC

Cesme Marina reflect the full amount (100%) of its assets, liabilities, revenues and expenses prior

to the application of the equity method.

9

Operating segments (continued)

9.1

Information about reportable segments (continued)

31 December 2023

Grand

Harbour

Marina

IC Cesme Marina

Total

Reportable

Segments

€000

€000

€000

Reportable segment assets

26,974

19,771

46,745

Reportable segment non-

financial non-current assets

11,713

14,423

26,136

Reportable segment liabilities

(24,058)

(10,129)

(34,187)

Segment revenues- external

4,335

7,312

11,647

Finance income

412

688

1,100

Finance costs

(1,118)

(4,231)

(5,349)

Impairment reversal on

financial assets

6

-

6

Depreciation

(407)

(421)

(828)

Direct costs

(934)

(858)

(1,792)

Selling, marketing and other

administrative expenses

(1,555)

(2,676)

(4,231)

Income tax expense

(458)

1,357

899

Capital expenditure

158

139

297

Reconciliation to Consolidated Amounts

Total Reportable

Segments

Eliminations

Group

€000

€000

€000

Reportable segment assets

46,745

(16,217)

30,528

Reportable segment non-

financial non-current assets

26,136

(10,869)

15,267

Reportable segment liabilities

(34,187)

10,129

(24,058)

Segment revenues- external

11,647

(7,312)

4,335

Finance income

1,100

(688)

412

Finance costs

(5,349)

4,231

(1,118)

Impairment reversal on

financial assets

6

-

6

Depreciation

(828)

421

(407)

Direct costs

(1,792)

858

(934)

Selling, marketing and other

administrative expenses

(4,231)

2,676

(1,555)

Income tax expense

899

(1,357)

(458)

Capital expenditure

297

(139)

158

9

Operating segments (continued)

9.1

Information about reportable segments (continued)

Reportable Group segment assets and non-financial non-current assets for 2023 are reconciled as

follows:

Assets

Non-financial non-

current assets

€000

€000

Total reportable segments

46,745

26,136

Total assets of IC Cesme

(19,771)

(14,423)

Total assets of Grand Harbour Marina p.l.c.

26,974

11,713

Equity accounting (see note 18.2)

3,554

3,554

Consolidated assets

30,528

15,267

Reportable Group segment profit before tax for 2023 is reconciled as follows:

Grand

Harbour

Marina

IC Cesme

Marina

Total

Reportable

Segments

€000

€000

€000

Reportable profit before tax

739

4,509

5,248

Reconciliation to Consolidated Amounts

Total

Reportable

Segments

Eliminations

Group

€000

€000

€000

Reportable profit before tax

5,248

(1,882)

3,366

€000

Profit before tax

Total reportable segments

5,248

Total profit before tax of IC Cesme

(4,509)

Total profit before tax of Grand Harbour Marina

739

Share of profit of IC Cesme Marina

2,627

Consolidated profit before tax

3,366

9

Operating segments (continued)

9.1

Information about reportable segments (continued)

31 December 2022

Grand

Harbour

Marina

IC Cesme

Marina

Total

Reportable

Segments

€000

€000

€000

Reportable segment assets

26,942

15,705

42,647

Reportable segment non-financial

non-current assets

12,028

12,699

24,727

Reportable segment liabilities

(23,970)

(10,711)

(34,681)

Segment revenues- external

3,902

5,084

8,986

Finance income

412

157

569

Finance costs

(1,113)

(2,499)

(3,612)

Impairment reversal on financial assets

15

-

15

Depreciation

(419)

(208)

(627)

Direct costs

(774)

(628)

(1,402)

Selling, marketing and other

administrative expenses

(1,531)

(2,217)

(3,748)

Income tax expense

(268)

(1,457)

(1,725)

Capital expenditure

101

9,553

9,654

Reconciliation to Consolidated Amounts

Total

Reportable

Segments

Eliminations

Group

€000

€000

€000

Reportable segment assets

42,647

(14,231)

28,416

Reportable segment non-financial

non-current assets

24,727

(11,225)

13,502

Reportable segment liabilities

(34,681)

10,711

(23,970)

Segment revenues- external

8,986

(5,084)

3,902

Finance income

569

(157)

412

Finance costs

(3,612)

2,499

(1,113)

Impairment reversal on financial assets

15

-

15

Depreciation

(627)

208

(419)

Direct costs

(1,402)

628

(774)

Selling, marketing and other

administrative expenses

(3,748)

2,217

(1,531)

Income tax expense

(1,725)

1,457

(268)

Capital expenditure

9,654

(9,553)

101

9

Operating segments (continued)

9.1

Information about reportable segments (continued)

Reportable Group segment assets and non-financial non-current assets for 2022 are reconciled as

follows:

Assets

Non-financial

non-current

assets

€000

€000

Total reportable segments

42,647

24,727

Total assets of IC Cesme

(15,705)

(12,699)

Total assets of Grand Harbour Marina p.l.c.

26,942

12,028

Equity accounting (see note 18.2)

1,474

1,474

Consolidated assets

28,416

13,502

Reportable Group segment profit before tax for 2022 is reconciled as follows:

Grand

Harbour

Marina

IC Cesme

Marina

Total

Reportable

Segments

€000

€000

€000

Reportable profit before tax

492

4,450

4,942

Reconciliation to Consolidated Amounts

Total

Reportable

Segments

Eliminations

Group

€000

€000

€000

Reportable profit before tax

4,942

(3,116)

1,826

€000

Profit before tax

Total reportable segments

4,942

Total profit before tax of IC Cesme

(4,450)

Total profit before tax of Grand Harbour Marina

492

Share of profit of IC Cesme Marina

1,334

Consolidated profit before tax

1,826

10

Revenue

10.1

Revenue streams

The Company generates revenue primarily from berthing income on annual, seasonal and visitor

berthing contracts. Other income is generated through annual service charges to berth owners

and the provision of other ancillary services to marina customers, such as water and electricity.

During 2023 and 2022, the Company did not affect any berth sale.

2023

2022

€000

€000

Group and Company

Annual service charges to berth owners

486

451

Revenue from short-term berthing

2,843

2,645

Ancillary services

1,006

806

Total revenues

4,335

3,902

10.2

Disaggregation of revenue from contracts with customers

The following table disaggregates revenue recognised from contracts with customers into

appropriate categories, being annual, seasonal and visitor revenue streams for pontoons (i.e.,

boats under 27.99 metres) and superyachts (i.e., boats over 28 metres) respectively.

2023

2022

€000

€000

Revenue from contracts with customers:

Revenue generated from pontoons:

Annual contracts

1,529

1,443

Seasonal contracts

150

165

Visitor contracts

164

147

1,843

1,755

Revenue generated from superyachts:

Annual service charges to berth owners

486

451

Annual contracts

193

244

Seasonal contracts

171

164

Visitor contracts

636

482

1,486

1,341

Revenue from contracts with customers

3,329

3,096

Revenue from ancillary services

1,006

806

Total revenue as reported in note 10.1

4,335

3,902

10

Revenue (continued)

10.3

Contract balances

The following table provides information about receivables and contract liabilities from contracts

with customers.

2023

2022

Group and Company

€000

€000

Receivables, which are included in ‘trade and

other receivables’ (note 22.1)

898

685

Contract liabilities on trade receivables (note 28)

1,041

1,033

The above receivables mainly relate to trade receivables arising on trading operations, and the

contract liabilities relate to consideration received in advance from customers for berthing

contracts, for which revenue is recognised over time. The amount of €1,021k (2022: €1,043k)

recognised in contract liabilities at the beginning of the year has been recognised as revenue for

the year ended 31 December 2023.

As at reporting date, the Company did not have any contract assets as the Company’s rights to

consideration for satisfied performance obligations was fully completed and billed in full by the

reporting date.

10.4

Performance obligations and revenue recognition policies

Information about the nature and timing of the satisfaction of performance obligations in contracts

with customers, including significant payment terms and the related revenue recognition policies

are as follows in notes 10.4.1 and 10.4.2.

10.4.1

Licensing of long-term super-yacht berths

The Group recognises revenue at a point in time.

Revenue from the licensing of long-term super-yacht berths is recognised upon the signing of the

licensing arrangements with the berth holders, on the basis that such give rise to the sale of the

Group’s right to the use of such berths (recognised at a point in time i.e. when a berth holder

obtains control of the berth space through the execution of a public deed, which is the point in

time when real rights are acquired by the berth holder).

The Group adjusts the consideration amount as per the contract for the effects of the time value

of money if the timing of payments agreed to by the parties provides the customer with a

significant benefit of financing the transfer of goods/services to the customer.

10

Revenue (continued)

10.4

Performance obligations and revenue recognition policies (continued)

10.4.2

Short-term berthing

The Group recognises revenue over time.

The Group earns income from services provided in respect of short-term berthing contracts, being

annual, seasonal and visitor contracts and includes also the relative service fees charged to berth

holders. The customer simultaneously receives and consumes the benefits of the Group’s

performance as it performs by making the berth available. The customer benefits from its service

of making the berth available evenly throughout the year i.e. the customer benefits from having

the berth available, regardless of whether the customer uses it or not. In such case, the best

measure of progress towards complete satisfaction of the performance obligation over time is a

time-based measure and revenue is thus recognised on a straight-line basis throughout the

berthing period. Consequently, such services are deemed to comprise a series of distinct services

treated as a single performance obligation satisfied over time. Accordingly, revenue is recognised

over the service period.

The Group adjusts the consideration amount as per the contract for the effects of the time value

of money if the timing of payments agreed to by the parties provides the customer with a

significant benefit of financing the transfer of goods/services to the customer.

As a practical expedient, the Group does not adjust the promised amount of consideration for the

effects of a significant financing component if the Group expects, at contract inception, that the

period between when the Group transfers a promised good/service to a customer and when the

customer pays for that good/service will be one year or less.

Any cash received in advance of the provision of services is recognised within the line item

‘Contract liabilities’.

11

Expenses

11.1

Expenses by nature

2023

2022

€000

€000

Group and company

Cost of sales:

Direct costs

934

774

Operating expenses:

Directors' remuneration

42

42

Wages and salaries

710

620

Compulsory social security contributions

45

40

Selling and marketing expenses

41

45

Repairs and maintenance

69

65

Variable lease expense (see note 21.1.5)

83

87

Auditors’ remuneration (see note 12.1)

49

46

Net loss on asset write-off (see note 16.1)

59

156

Operator fees (see note 31.2)

211

197

Depreciation on plant and equipment (see note 16.1)

281

276

Depreciation on right-of-use asset (see note 21.1.1)

126

143

Other operating expenses

246

233

Total expenses recognised in statement of profit or loss

2,896

2,724

The average number of persons employed during the year was as follows:

2023

2022

No.

No.

Group and company

Operating

18

18

Management and administration

5

5

23

23

12

Other operating expenses

12.1

Auditors’ remuneration

The following fees were charged by, and became payable to the Company’s auditors for services

rendered in connection with:

2023

2022

€000

€000

Group and company

Audit of the financial statements

45

42

Tax compliance services

3

3

Other assurance services

1

1

49

46

12

Other operating expenses (continued)

12.1

Auditors’ remuneration (continued)

The

audit

fee

payable

to

IC

Cesme’s

auditors

for

2023

amounted

to

€23k

(2022: €10k), with the Group’s share of such audit fees being €10k (2022: €4k). No non-audit fees

were incurred by IC Cesme during 2023 (2022: €nil).

13

Net finance costs

2023

2022

€000

€000

Group and company

Finance income:

Interest income under the effective interest method on:

Loans to related parties - measured at amortised cost

246

210

Corporate debt securities - at FVOCI

166

202

Finance income

412

412

Finance costs:

Interest expense on financial liabilities

measured at amortised cost

(675)

(675)

Interest expense on lease liabilities (see note 21.1.2)

(400)

(393)

Amortisation of bond issue costs (see note 26.4)

(42)

(40)

Net foreign exchange losses

(1)

(1)

Corporate debt securities- at FVOCI:

Loss on derecognition reclassified from OCI

(see note 19.1)

-

(4)

Finance costs

(1,118)

(1,113)

Net finance costs recognised in statement of profit or loss

(706)

(701)

14

Earnings per share

The calculation of basic earnings per share is based on the following profit attributable to ordinary

shareholders and the number of ordinary shares outstanding:

2023

2022

Group

Profit for the year, attributable to the owners of the

Company (in €000)

2,908

1,558

Number of ordinary shares of the Company (in thousands)

20,000

20,000

Earnings per share (in €)

0.145

0.078

15

Income taxes

15.1

Amount recognised in profit or loss

Current tax is recognised at the corporate rate of 35% on the taxable income for the year from the

Company’s marina business activity. Deferred tax charges and credits relate to the marina business

activity.

2023

2022

€000

€000

Group and company

Current tax

Charge during the year

(479)

(399)

(479)

(399)

Deferred tax

Movement in temporary differences (see note 15.4)

21

131

21

131

Income tax expense on continuing operations recognised in

statement of profit or loss

(458)

(268)

15.2

Reconciliation of tax expense

The income tax expense and the result of the accounting profit multiplied by the Maltese tax rate

are reconciled as follows:

2023

2023

2022

2022

Group

Company

Group

Company

€000

€000

€000

€000

Profit before income tax

3,366

739

1,826

492

Tax using the domestic tax rate of

35%

(1,178)

(259)

(639)

(172)

Tax effect of:

•

Disallowable expenses

(199)

(199)

(96)

(96)

•

Share of profit of equity-

accounted investee

919

-

467

-

Income tax expense for the year

(458)

(458)

(268)

(268)

Share of profit of equity-accounted investee is not subject to tax.

15

Income taxes (continued)

15.3

Recognised deferred tax assets and liabilities

Deferred tax assets and liabilities are attributable to the following:

Assets

Liabilities

Net

2023

2022

2023

2022

2023

2022

Restated

(Note 8.1)

Restated

(Note 8.1)

Restated

(Note 8.1)

€000

€000

€000

€000

€000

€000

Plant and equipment

-

-

(1,096)

(1,173)

(1,096)

(1,173)

Right-of-use asset

-

-

(1,753)

(1,797)

(1,753)

(1,797)

Lease liabilities

2,080

2,180

-

-

2,080

2,180

Net deferred tax

liabilities

2,080

2,180

(2,849)

(2,970)

(769)

(790)

15.4

Movement in temporary differences during the year

Balance 1

January

2023

Movement in

temporary

differences

Balance 31

December

2023

€000

€000

€000

Group and Company

Plant and equipment

(1,173)

77

(1,096)

Right-of-use asset

(1,797)

44

(1,753)

Lease liabilities

2,180

(100)

2,080

(790)

21

(769)

Balance 1

January

2022

Movement in

temporary

differences

Balance 31

December

2022

Restated

(Note 8.1)

€000

€000

€000

Group and Company

Plant and equipment

(1,243)

70

(1,173)

Right-of-use asset

(1,841)

44

(1,797)

Lease liabilities

2,163

17

2,180

(921)

131

(790)

16

Property, plant and equipment

16.1

Group and Company

Total

Superyacht berths

Pontoon berths

Improvements to

leased property,

landscaping &

switchboards

Motor vehicles,

including

shipping vessels

Cable

infrastructure,

marine & office

equipment

Assets in the

course of

construction

Cost

€000

€000

€000

€000

€000

€000

€000

Balance at 1 January 2022

9,480

4,302

3,449

902

65

611

151

Additions

101

-

74

15

-

12

-

Assets written off

(175)

(40)

(21)

-

-

-

(114)

Balance at 31 December 2022

9,406

4,262

3,502

917

65

623

37

Balance at 1 January 2023

9,406

4,262

3,502

917

65

623

37

Additions

158

-

33

125

-

-

-

Assets written off

(127)

(65)

(54)

-

(8)

-

-

Reclassification

-

-

(5)

-

-

5

-

Balance at 31 December 2023

9,437

4,197

3,476

1,042

57

628

37

16

Property, plant and equipment (continued)

16.1

(continued)

Group and Company

Total

Superyacht berths

Pontoon berths

Improvements to

leased property,

landscaping &

switchboards

Motor vehicles,

including

shipping vessels

Cable

infrastructure,

marine & office

equipment

Assets in the

course of

construction

Accumulated depreciation and impairment

€000

€000

€000

€000

€000

€000

€000

Balance at 1 January 2022

4,915

1,331

2,326

679

53

526

-

Depreciation charged for the year

276

85

140

26

3

22

-

Assets written off

(28)

(14)

(14)

-

-

-

-

Balance at 31 December 2022

5,163

1,402

2,452

705

56

548

-

Balance at 1 January 2023

5,163

1,402

2,452

705

56

548

-

Depreciation charged for the year

283

84

142

35

2

20

-

Assets written off

(64)

(26)

(33)

-

(5)

-

-

Reclassification

(2)

-

(3)

-

-

1

-

Balance at 31 December 2023

5,380

1,460

2,558

740

53

569

-

Carrying amounts

Balance at 1 January 2022

4,565

2,971

1,123

223

12

85

151

Balance at 31 December 2022

4,243

2,860

1,050

212

9

75

37

Balance at 31 December 2023

4,057

2,737

918

302

4

59

37

16

Property, plant and equipment (continued)

16.1

(continued)

In 2023, the company wrote-off the cost of €127k (2022: €175k), as follows:

i)

€73k for one of its replaced substations, segregated between €65k and €8k classified under

“Superyacht berths” and “Pontoon berths” respectively,

ii)

€46k for replacing three of its pontoon gates and

iii)

€8k for disposing of its sailing boat.

The write-offs’ residual loss of €66k, net of their proceeds of €7k, is recognized as part of loss on

asset write-off in note 11.

16.2

Area held under title of temporary sub-emphyteusis

The Company’s berths and base improvements are situated on an area held under title of temporary

emphyteusis. On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with

a consortium, by virtue of which, the consortium was granted rights over parcels of water space

measuring 1,410 square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial

period of 99 years.

On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the

consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title,

immovable rights over such water space for the unexpired period of the 99 years, subject to the

payment of an annual sub-ground rent (see note 21).

This water space is subject to a special legal hypothec in favour of the consortium, in respect of the

payment of annual and temporary ground rent (for the unexpired period) imposed on the property,

arising by virtue of the said deed of sub-emphyteusis.

16.3

Assets in the course of construction

Assets in the course of construction include capital expenditure on the International Ship and Port

Facility Security project (ISPS) and the marina reconfiguration project, which at the reporting date were

still under construction, and on which no depreciation costs have yet been incurred.

17

Investment in subsidiary

On 29 June 2011, the Company acquired from Camper & Nicholsons Marinas International Limited the

100% shareholding in Maris Marine Limited (“MML”) for a consideration of €115. This dormant

company is incorporated in the United Kingdom and the registered office of this subsidiary is situated

at ”5

th

Floor, Cording House, 34-35 St James’s Street, London, SW1A 1HD”. The reporting date of this

non-trading entity is 31 March.

18

Equity-accounted investee

18.1

Cost of acquisition of joint venture

On the 17 March 2011, the Company entered into an agreement with its Parent company, as a result

of which the Company initially acquired the ownership of 19% in IC Cesme Marina Yatirim, Turizm ve

Isletmeleri Anonim Sirketi (“

IC Cesme

”), a company registered under the laws of Turkey, which

company owns and operates a marina in Turkey, and eventually the beneficial interest of 45% therein

through the acquisition of MML (see note 17), which held 26% therein for a total consideration of

€1,930k. During that year the Company made an additional shareholder’s contribution of €244k, which

amount has been capitalised as part of the Company’s net investment in the joint venture. The

registered address and principal place of business of IC Cesme is Musalla Mh. 1016 SK. No.8, Cesme,

Izmir, Turkey.

18.2

Carrying amount of investment in joint venture

2023

2023

2022

2022

Group

Company

Group

Company

€000

€000

€000

€000

Fair value of net identifiable assets at date of

acquisition

1,082

1,082

1,082

1,082

Goodwill inherent in the cost of investment

848

848

848

848

Consideration paid upon acquisition

1,930

1,930

1,930

1,930

Cumulative capital contributions

244

244

244

244

Cost of investment as at 31 December

2,174

2,174

2,174

2,174

Share of post-acquisition profit/(loss) brought

forward

155

(1,191)

Share of profit for the year

2,639

1,346

Hyperinflationary adjustment brought forward

1,590

-

Hyperinflationary adjustment for the year

1,206

1,590

Depreciation of fair value uplift on acquisition

brought forward

(354)

(342)

Depreciation of fair value uplift on acquisition

for the year

(12)

(12)

Foreign currency translation brought forward

83

73

Foreign currency translation for the year

(1,753)

10

Equity accounted investee as at 31 December

5,728

3,648

IC Cesme, the only joint arrangement in which the Group participates, is principally engaged in the

operation of a marina in Turkey. IC Cesme is an unlisted joint arrangement and is structured as a

separate vehicle and the Group has a residual interest in its net assets. Accordingly, the Group has

classified the investment in IC Cesme as a joint venture which is equity accounted.

In accordance with the agreement under which IC Cesme is established, the Group and the other

investors to the joint venture agree to make additional contributions in proportion to their interests, if

required.

18

Equity-accounted investee (continued)

18.3

Summary of financial information of joint venture

The Group’s share of profit in its equity accounted investee for the year, inclusive of the depreciation

of fair value uplift upon acquisition, amounted to €2,627k (2022: €1,334k). This investee is not listed

and consequently no published price quotations are available. The reporting date of this entity is 31

December. The entity is exposed to the country risks relating to Turkey and other risks associated with

the trends and future outlook of the marina industry as a whole.

The following table summarises the financial information of IC Cesme based on its financial information

prepared in accordance with IFRS as adopted by the EU. The tables also reconcile the summarised

financial information to the carrying amount of the Group’s interest in IC Cesme, which is accounted

for using the equity method of accounting.

2023

2022

€000

€000

Non-current assets

14,423

12,699

Current assets (including cash and cash equivalent of €4,926k,

2022: €2,514k)

5,348

3,006

Non-current liabilities

(5,659)

(6,766)

Current liabilities (including trade and other payables and

provisions of €2,422k, 2022: €2,004k)

(4,470)

(3,945)

IC Cesme net assets (liabilities) (100%) at 31 December

9,642

4,994

Group’s share of net assets (45%)

4,339

2,247

Fair value uplift on date of acquisition (less deferred tax impact)

907

907

Cumulative depreciation on fair value uplift, adjusted on

consolidation

(366)

(354)

Goodwill

848

848

Carrying amount of interest in joint venture, as per Statement of

financial position (see note 18.2)

5,728

3,648

Revenue

7,312

5,084

Operating expenses

(3,534)

(2,845)

Depreciation

(421)

(208)

Results from operating activities

3,357

2,031

Hyperinflationary adjustment for the year

4,694

4,761

Net finance costs (including interest expense of €457k, net foreign

exchange losses of €3,296k less interest income of €688k, 2022:

including interest expense of €210k, net foreign exchange losses

of €1,966k less interest income of €323k)

(3,543)

(2,342)

Profit before tax for the year

4,508

4,450

Income tax credit/ (expense)

1,357

(1,457)

Total comprehensive income (100%)

5,865

2,993

18

Equity-accounted investee (continued)

18.3

Summary of financial information of joint venture (continued)

2023

2022

€000

€000

Group’s share of total comprehensive income (45%)

2,639

1,346

Hyperinflationary adjustment

1,206

1,590

Depreciation on fair value uplift of depreciable assets

(12)

(12)

Share of profit of equity-accounted investee, net of tax, as per

statement of profit or loss and OCI

3,833

2,924

Foreign currency translation difference arising during the year

(1,753)

10

Change in carrying amount of interest in joint venture

2,080

2,934

18.4

Impairment assessment of investment in joint venture

As explained in note 18.1 the Company acquired its investment in IC Cesme, a joint venture, in 2011. IC

Cesme operates a marina with associated landside property in the Izmir region of Turkey, held in terms

of a Build-Operate-Transfer agreement expiring in 2067.

In view of the geo-political status of the investee’s jurisdiction, the directors have estimated the

recoverable amount of the investment in IC Cesme and determined whether it exceeds the carrying

amount. This was estimated based on its value in use, which falls within Level 3 of the fair value

hierarchy. The value in use has been arrived at through the discounted cash flow valuation, by

estimating the free cash flow to the firm up until 2067 and discounting them back to the present value

by using the cost of capital as the discount rate.

The following were the assumptions included in the 2023 valuation:

(a)

Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management,

Years 2 to 4 revenue growth to be in line with Turkey’s expected real growth rate and

inflation rate, then converge to the risk-free rate up until Year 10, after which it will remain

unchanged,

(b)

Operating margins- Year 1 operating margins to be in line with budget prepared by the IC

Cesme’s management, then converge to 38% up until Year 10, and thereafter remain

unchanged,

(c)

Reinvestment- this is a function of the expected growth rate and the current return on

invested capital. As the joint venture does not operate in a capital-intensive industry, this

function was set at 50% in Years 1 to 2, 75% in Years 3 to 6, 90% in Years 7 to 9, and 100%

in perpetuity,

(d)

Tax rate- the tax rate will converge gradually from the current effective tax rate to the

marginal tax rate of the country in Year 10, and remain unchanged thereafter,

(e)

Cost of capital- the discount rate used will converge gradually to the cost of capital of a

mature and stable company in Year 10.

18

Equity-accounted investee (continued)

18.4

Impairment assessment of investment in joint venture (continued)

The following were the assumptions included in the 2022 valuation:

(a)

Revenue- Year 1 revenue to be in line with budget prepared by IC Cesme’s management,

Years 2 to 4 revenue growth to be in line with Turkey’s inflation rate, then converge to the

risk-free rate up until Year 10, after which it will remain unchanged,

(b)

Operating margins- Year 1 operating margins to be in line with budget prepared by the IC

Cesme’s management, then converge to 25% up until Year 10, and thereafter remain

unchanged,

(c)

Reinvestment- Year 1 will be based on a sales-to-capital ratio of 8.002, with Years 2 to 5

based on a sales-to-capital ratio of 3.00, and a sales-to-capital of 1.05 from Year 6

onwards, based on the industry average,

(d)

Tax rate- the tax rate will converge gradually from the current effective tax rate to the

marginal tax rate of the country in Year 10, and remain unchanged thereafter,

(e)

Cost of capital- the discount rate used will converge gradually to the cost of capital of a

mature and stable company in Year 10.

The estimated recoverable amount of the Company’s investment in IC Cesme’s net assets at Group and

Company level exceeds its’ carrying amount.

19

Investment in debt securities

19.1

2023

2022

Group and Company

€000

€000

Non-current corporate debt securities

Opening fair value

4,474

5,806

Disposed/ matured securities

(65)

(1,161)

Realised fair value gain on disposals

-

4

Net decrease in fair value, recognised in OCI

(8)

(195)

Unwinding of premium paid upon acquisition

(9)

20

Closing fair value

4,392

4,474

(Impairment)/reversal on corporate debt securities, recognised in OCI

(14)

2

During 2023, the Company did not acquire any corporate debt securities (2022: €nil) and disposed of

€65k corporate debt securities held within the company’s investment portfolio (2022: €1,157k),

realising a fair value loss of €nil (2022: €4k), which was recycled from OCI to profit or loss. The unrealised

fair value loss of €8k (2022: €195k) on the investment in debt securities held as at 31 December 2023

has been presented in OCI and included in the fair value reserve.

19

Investment in debt securities

19.1

(continued)

As at 31 December 2023, the value of such investments, by reference to quoted market prices on the

Malta Stock Exchange, amounted to €4,392k (2022: €4,474k).

Such a value was classified as a Level 2

investment by reference to the fair value hierarchy. Corporate debt securities at FVOCI have stated

interest rates ranging from 3.25% to 4.50% (2022: 3.25% to 6%), with maturity dates ranging from 2026

to 2029 (2022: 2023 to 2029).

19.2

The investments are held within a held-to-collect-and-sell business model consistent with the Group’s

continuing measurement of such investments (note 7.8.2).

19.3

Information about the Group’s exposure to credit and market risks for debt investments is disclosed in

notes 29.5.2 and 29.7 respectively

20

Loans to related parties

20.1

2023

2022

€000

€000

Group and Company

Loan to Parent company (see note 20.2)

2,250

2,850

Expected credit loss on loan to Parent company

(1)

(4)

Loan to CNML (see note 20.3)

2,435

2,682

Interest receivable from CNML

30

66

Expected credit loss on loan to CNML

(95)

(113)

Total

4,619

5,481

At 1 January

5,481

5,916

Loan repayment (see notes 20.2 and 20.3)

(848)

(514)

Interest (repaid)/ receivable

(35)

66

Reversal/ (increase) in expected credit losses on loan to Parent

company

3

(2)

Reversal of expected credit losses on loan to CNML

18

15

At 31 December

4,619

5,481

Non-current

1,950

5,173

Current

2,669

308

The loans receivable from related parties comprise:

-

Upstream loans to the Parent company; and

-

Loan notes related to cash pledges over IC Cesme’s borrowing arrangements.

20.2

Upstream loans to the Parent company

Upstream loans to the Parent company, Camper & Nicholsons Marinas Limited (“CNML”), amount to

€2,250k (2022: €2,850k), the details of which are as follows:

2023

2022

Amount

€000

Interest

p.a.

Maturity

date

Amount

€000

Interest

p.a.

Maturity

date

Loan Note 2

-

600

4.00%

31/12/2024

Loan Note 3

2,250

4.50%

30/09/2024

2,250

4.50%

30/09/2024

2,250

2,850

All loans to the parent company are unsecured. Related expected credit losses arising on these loans

are set out in note 29.5.3.

20

Loans to related parties (continued)

20.3

Loan notes related to cash pledges over IC Cesme’s borrowing arrangements

The Company’s joint venture, IC Cesme had bank facilities that were guaranteed by IC Cesme’s

shareholders in proportion to their interest in IC Cesme. In this respect, the Company had provided

cash collateral in the form of a cash pledge and it had lodged a sum with the Parent company.

During 2022, IC Cesme repaid its bank borrowings following a release of an equivalent amount of the

cash pledged by IC Cesme’s shareholders, and as a result, the cash previously pledged, was refinanced

as a loan receivable to the Company with the amount being due from Camper & Nicholsons Marinas

Limited (“CNML”), a fellow subsidiary of CNMIL.

The new loan is constituted under two separate Loan

Notes, the details of which are as follows:

31 Dec 2023

31 Dec 2022

Amount

Interest

Maturity

Amount

Interest

Maturity

€000

p.a.

date

€000

p.a.

date

Loan 1

-

Loan 1

112

5.00%

31/03/2023

5.00%

5.00%

Loan 1

45

31/03/2024

Loan 1

45

31/03/2024

Loan 1

45

5.00%

31/03/2025

Loan 1

45

5.00%

31/03/2025

5.00%

5.00%

Loan 1

113

31/03/2026

Loan 1

113

31/03/2026

Loan 1

135

5.00%

31/03/2027

Loan 1

135

5.00%

31/03/2027

5.00%

Loan 2

-

Loan 2

22

31/03/2023

Loan 2

-

Loan 2

113

5.00%

30/09/2023

Loan 2

5.00%

Loan 2

5.00%

135

31/03/2024

135

31/03/2024

Loan 2

216

5.00%

30/09/2024

Loan 2

216

5.00%

30/09/2024

Loan 2

5.00%

Loan 2

5.00%

180

31/03/2025

180

31/03/2025

Loan 2

5.00%

Loan 2

5.00%

193

30/09/2025

193

30/09/2025

Loan 2

5.00%

Loan 2

5.00%

135

31/03/2026

135

31/03/2026

Loan 2

5.00%

Loan 2

5.00%

223

30/09/2026

223

30/09/2026

Loan 2

5.00%

Loan 2

5.00%

139

31/03/2027

139

31/03/2027

Loan 2

5.00%

Loan 2

5.00%

286

30/09/2027

286

30/09/2027

Loan 2

5.00%

Loan 2

5.00%

275

31/03/2028

275

31/03/2028

Loan 2

5.00%

Loan 2

5.00%

315

30/09/2028

315

30/09/2028

2,435

2,682

21

Leases

21.1

As a lessee

The Group leases water space under a deed of sub-emphyteusis (note 16.2) together with other

properties including offices and warehouses. Information about leases for which the Group is a lessee

is presented below.

21.1.1

Right-of-use asset

Water space

Other

Properties

Total

2023

2022

2023

2022

2023

2022

€000

€000

€000

€000

€000

€000

Group and company

Balance at 1 January

4,528

4,587

605

673

5,133

5,260

Recognition of right-of-use asset

-

-

-

6

-

6

Adjustment for inflation

-

-

-

10

-

10

Depreciation on right-of-use asset

(60)

(59)

(66)

(84)

(126)

(143)

Balance at 31 December

4,468

4,528

539

605

5,007

5,133

21.1.2

Lease liability

Lease liabilities included in the statement of financial position at 31 December are analysed as follows:

2023

2022

€000

€000

Current

9

12

Non-current

5,933

6,046

5,942

6,058

Water space

Other Properties

Total

2023

2022

2023

2022

2023

2022

€000

€000

€000

€000

€000

€000

Group and company

Balance at 1 January

5,226

5,452

832

729

6,058

6,181

Recognition of lease liability

-

-

-

6

-

6

Adjustments

-

(276)

-

116

-

(160)

Interest expense on lease

liabilities (see note 13)

347

343

53

50

400

393

Lease payments related to

the year (see note 21.1.5)

(293)

(293)

(223)

(69)

(516)

(362)

Balance at 31 December

5,280

5,226

662

832

5,942

6,058

21

Leases (continued)

21.1

As a lessee (continued)

21.1.2

Lease liability (continued)

The total cash outflows for leases amounts to

€516k (2022: €362k).

Adjustments in 2022 represent €10k adjustment for inflation for other properties and the remaining

balance is the reclassification of lease liability comparative figures to conform with the current year’s

disclosure format for the purpose of compliance with the IFRS.

21.1.3

Water space lease

On the 2 June 1999, the Government of Malta entered into a deed of emphyteusis with a consortium,

by virtue of which, the consortium was granted rights over parcels of water space measuring 1,410

square metres and situated at Cottonera Waterfront Vittoriosa, Malta, for an initial period of 99 years.

On the 4 September 2001, a deed of sub-emphyteusis was entered into between the Company and the

consortium, whereby, by virtue of one part of this deed, the Company acquired, by the same title,

immovable rights over such water space for the unexpired period of the 99 years, subject to the

payment of an annual sub-ground rent. There are no covenants or restrictions imposed by the lease.

21.1.4

Property lease

The Group leases other properties, comprising two offices and three warehouses, with original lease

terms of eight to twenty-five years, with the remaining lease terms at 31 December 2023 of one to nine

years (2022: two to ten years).

By virtue of the other part of the deed of sub-emphyteusis referred to in note 21.1.3, the Company was

assigned the right to develop, construct and install, own, operate, manage, control and promote a

marina and ancillary facilities, including the right to grant mooring and berthing rights to third parties

under such terms and conditions as it deems fit.

21.1.5

Variable lease payments based on sales

Under the terms of a Development and Operations Agreement dated 30 June 2000 entered into with

the consortium, the Company is required to pay the consortium a yearly fee equivalent to 10% per

annum of adjusted revenue, subject to minimum and maximum limits. While the minimum lease

payments of the lease are included in the lease liability and the right-of-use asset, the variable lease

payments depending on sales are recognised in profit or loss in the period in which such sales are

recognised.

2023

2022

€000

€000

Leases with lease payments based on sales

Fixed payments on water space (see note 21.1.2)

293

293

Variable payments on water space (see note 11.1)

83

87

Total payments

376

380

21

Leases (continued)

21.1

As a lessee (continued)

21.1.6

Extension options

With respect to water space lease, the Company has the option to terminate the Development and

Operations Agreement during the 29

th

year from the date of the publication of the deed of sub-

emphyteusis (being the year 2030) by giving the consortium at least 12 months’ prior written notice.

The

extension

options

are

exercisable

only

by

the

Company

and

not

by

the

lessor.

The Company is reasonably certain not to exercise this option and as such the full term was taken in

the calculation of the lease liability.

21.2

As a lessor

Lease income from lease contracts in which the Group acts as a lessor is as below.

2023

2022

€000

€000

Net investment lease receivable

Group and Company

Balance at 1 January

-

1

Lease receipts related to the year

-

(1)

Balance at 31 December

-

-

22

Trade and other receivables

22.1

2023

2022

€000

€000

Group and Company

Trade receivables, excluding related parties

898

685

Amounts due from related parties (see notes 22.2 and 31.2)

75

37

Prepayments and other receivables

96

206

Balance at 31 December

1,069

928

22.2

Amounts due from related parties of €75k (2022: €37k) is receivable from First Eastern (Holdings)

Limited (which together with its wholly owned subsidiary, FE Marina Investments Limited, owns 99.59%

of Camper & Nicholsons Marina Investments Limited’s issued share capital) in relation to a 50%

recharge by the Company, of one of the Company’s executive’s wage. During the year, the company

recharged €38k (2022: €37k) to First Eastern (Holdings) Limited.

22

Trade and other receivables (continued)

22.3

Receivables are held within a held-to-collect business model, consistent with the Group’s continuing

measurement of such receivables (note 7.8.2). The amounts owed from the related parties are

unsecured, interest free and repayable on demand.

22.4

Information about

the Group’s exposure to credit, market risks and impairment losses for trade and

other receivables are disclosed in notes 29.5.1 and 29.7 respectively.

23

Cash and cash equivalents

2023

2022

€000

€000

Group and Company

Cash in hand

3

3

Bank balances

5,179

4,029

5,182

4,032

Expected credit loss on cash and cash equivalents (see note 29.5)

(1)

(1)

Cash and cash equivalents in the statement of financial position

5,181

4,031

Bank overdraft used for cash management purposes (see note

26.3)

(2)

(2)

Cash and cash equivalents in the statement of cash flows

5,179

4,029

24

Capital and reserves

24.1

Share capital

2023

2022

€000

€000

Authorised share capital

20,000,000 ordinary shares of €0.12 each

2,400

2,400

Issued share capital

20,000,000 ordinary shares of €0.12 each

2,400

2,400

24.2

Shareholders’ rights

Ordinary shareholders are entitled to dividends as declared from time to time and rank

pari passu

with

respect to any distribution, whether of dividends or capital, in a winding up or otherwise, and are

entitled to one vote per share at general meetings of the Company.

24.3

Exchange translation reserve

The translation reserve comprises all foreign currency differences arising from the translation of the

financial results of the joint arrangement from Turkish Lira into Euro. This reserve is not distributable.

24

Capital and reserves (continued)

24.4

Fair value reserve

The fair value reserve comprises the cumulative net change in fair value of corporate debt securities at

FVOCI until the assets are derecognised or reclassified. This amount is adjusted by the amount of loss

allowance. This reserve is not distributable.

24.5

Dividends

The amount of €0.3 million in dividends were declared by the Company for the year ended

31 December 2023 (2022: €0.7 million), being a dividend per share of €0.017 (2022: €0.033).

25

Capital management

The company’s objectives when managing capital are to safeguard its ability to continue as a going

concern and to maximise the return to stakeholders through the optimisation of the debt and equity

balance.

The Board’s policy is to maintain a strong capital base so as to maintain investor, creditor and market

confidence and to sustain future development of the business. Management monitors the return on

capital, as well as the level of dividends to ordinary shareholders. Based on recommendations of the

directors, the company balances its overall capital structure through new share issues as well as the

issue of new debt or the redemption of existing debt.

The capital structure of the Group consists of debt securities in issue of €14,832k (2022: €14,790k) in

note 19 and items presented within equity in the statement of financial position, comprising of share

capital, exchange translation reserve, fair value reserve and retained earnings with a total of €6,470k

(2022: €4,446k).

The Group is not subject to any externally imposed capital requirements. There were no changes in the

Group’s approach to capital management during the year.

26

Loans and borrowings

26.1

This note provides information about the contractual terms of the Group’s interest-bearing borrowings

which are measured at amortised cost. For more information about the Company’s exposures to

liquidity and interest rate risks, see notes 29.6 and 29.7.2 respectively.

2023

2022

€000

€000

Non-current

Debt securities in issue (see note 26.4)

14,832

14,790

Current

Bank overdraft (see note 26.3)

2

2

26

Loans and borrowings (continued)

26.2

Terms and repayment schedule

The terms and conditions of outstanding loans are as follows:

Nominal

int rate

Year of

maturity

2023

2022

Face

value

Carrying

amount

Face

value

Carrying

amount

€000

€000

€000

€000

Bank overdraft

4.85%

Repayable on

demand

-

2

-

2

Unsecured bond

4.50%

2027

15,000

14,832

15,000

14,790

Total interest-bearing liabilities

15,000

14,834

15,000

14,792

26.3

Bank overdraft

The bank overdraft represents the credit on the Company’s credit card as at 31 December, which is

repaid on a monthly basis. This overdraft is secured by a pledge of €7k over cash balances held by the

Company with HSBC Bank Malta plc. An additional €35k is pledged in favour of a guarantee with MEPA.

26.4

Debt securities in issue

The €15 million bond, issued by the Company in 2017, had a nominal value of €100 per bond and was

issued at par. The bond is subject to a fixed interest rate of 4.5% per annum payable semi-annually in

arrears on 22 February and 22 August of each year. All bonds are redeemable at par (€100 for each

bond) on the 23 August 2027.

The bonds are measured at the amount of net proceeds adjusted for the amortisation of the difference

between net proceeds and the bond redemption value using the effective interest method as follows:

2023

2022

€000

€000

Original face value of bonds issued

15,000

15,000

Gross amount of bond issue costs

(402)

(402)

Cumulative amortisation of gross amount of bond issue

costs as at 1 January

192

152

Amortisation charge for the year (see note 13)

42

40

Unamortised bond issue costs as at 31 December

(168)

(210)

Amortised cost and closing carrying amount of the bond

liability

14,832

14,790

26

Loans and borrowings (continued)

26.4

Debt securities in issue (continued)

The movement for the year comprises solely the amortization of bond issue costs. The quoted market

price of the bonds on the Official List of the Malta Stock Exchange at 31 December 2023 was €100.00

(2022: €98.00).

27

Trade and other payables

27.1

2023

2022

€000

€000

Group and Company

Trade payables, excluding related parties

247

180

Amounts due to related parties (see notes 27.2 and 31.2)

145

86

Other trade payables (see note 27.4)

276

245

Accrued expenses

741

786

1,409

1,297

27.2

The amounts owed to the related parties are unsecured, interest free and repayable on demand.

27.3

Information about the Group’s exposures to liquidity and currency risks related to trade and other

payables is disclosed in notes 29.6 and 29.7.1 respectively.

27.4

Other trade payables include VAT payable of €111k (2022: €101k), dividend and bond interest

payments held of €75k (2022: €68k) and €90k security deposits withheld from customers (2022: €75k).

28

Contract liabilities

28.1

2023

2022

€000

€000

Group and Company

Customer advances on berthing contracts (see note 28.2)

1,041

1,033

1,041

1,033

28.2

The contract liabilities relate to the consideration received in advance from customers for berthing

contracts, for which revenue is recognised over time. Furthermore, the transaction price allocated to

performance obligations that are unsatisfied (or partially unsatisfied) at the end of the year is largely in

relation to contracts with an original expected duration of one year or less.

29

Financial instruments – fair values and risk management

29.1

Accounting classification and fair values

The following table shows the fair values of financial assets other than the investment in the joint venture and financial liabilities other than lease liabilities. It does

not include fair value information for financial assets and financial liabilities not measured at fair value if the carrying amount is a reasonable approximation of fair

value.

Fair value measurement using:

31 December

Level 1

Level 2

Level 3

Total

Carrying amount

2023

2022

2023

2022

2023

2022

2023

2022

2023

2022

€000

€000

€000

€000

€000

€000

€000

€000

€000

€000

Group and company

Financial assets

Financial assets at FVOCI

Investment in corporate

debt securities

-

-

4,392

4,474

-

-

4,392

4,474

4,392

4,474

Financial assets at

amortised cost

Loans to related parties

-

-

4,619

5,481

-

-

4,619

5,481

4,619

5,481

-

-

9,011

9,955

-

-

9,011

9,955

9,011

9,955

Financial liabilities at

amortised cost

Unsecured debt securities

in issue

-

-

(15,000)

(14,700)

-

-

(15,000)

(14,700)

(14,832)

(14,790)

29.2

Measurement of fair values

Valuation techniques and significant unobservable inputs

At the end of the current and the comparative year, the carrying amount of trade receivables and cash

and cash equivalents is a reasonable approximation of their fair value due to their short-term

maturities.

At 31 December 2023, corporate debt securities at FVOCI with a carrying amount of €4,392k (2022:

€4,474k) were measured using level 2 of the fair value hierarchy, by referring to their respective quoted

prices in the local market.

At the end of the current and the

comparative year, the carrying amount of trade and other

payables, and bank overdraft is a reasonable approximation of their fair value due to their short-term

maturities.

At 31 December 2023, unsecured debt securities in issue were measured at amortised cost with a

carrying amount of €14,832k (2022: €14,790k). The fair value of this financial liability as at 31 December

2023 amount to €15,000k (2022: €14,700k) were measured using level 2 of the fair value hierarchy, by

referring to their respective quoted prices in the local market.

29.3

Financial risk management

The Group, from its use of financial instruments, has exposure to credit, liquidity, and market risks.

29.4

Risk management framework

The Company’s board of directors has overall responsibility for the establishment and oversight of the

Group’s risk management framework. The Group’s risk management policies are established to identify

and analyse the risks faced by the Group, to set appropriate risk limits and controls, and to monitor

risks and adherence to limits. Risk management policies and systems are reviewed regularly to reflect

changes in market conditions and the Group’s activities. The Group, through its training and

management standards and procedures, aims to develop a disciplined and constructive control

environment in which all employees understand their roles and obligations.

The Group’s audit committee oversees how management monitors compliance with the Group’s risk

management policies and procedures and reviews the adequacy of the risk management framework in

relation to the risks faced by the Group.

Where possible, the Group aims to reduce and control risk concentrations. Concentrations of financial

risk arise when financial instruments with similar characteristics are influenced in the same way by

changes in economic or other factors. The amount of the risk exposure associated with financial

instruments sharing similar characteristics is disclosed in more detail in the notes to the financial

statements.

29

Financial instruments – fair values and risk management (continued)

29.5

Credit risk

Credit risk is the risk of financial loss to the Group if a customer or counterparty to a financial instrument

fails to meet its contractual obligations and arises principally from the Group’s bank balances of €5,179k

(2022: €4,029k), receivables from customers of €898k

(2022: €685k), loans and interest receivable from

related parties of €4,715k

(2022: €5,598k) and investments in debt securities of €4,392k

(2022:

€4,474k). The carrying amounts of financial assets represent the maximum credit exposure. Impairment

losses/ reversal on financial assets recognised in the statement of profit or loss were as follows:

2023

2022

€000

€000

Impairment loss/ (reversal) on corporate debt securities at FVOCI

(see note 29.5.2)

15

(2)

Impairment reversal on loan to CNML (see note 29.5.3)

(18)

(15)

Impairment (reversal)/ loss on loan to Parent company (see note

29.5.3)

(3)

2

(6)

(15)

29.5.1

Trade receivables

The Group’s exposure to credit risk is influenced mainly by the individual characteristics of each

customer. However, management also considers the factors that may influence the credit risk of its

customer base, including the default risk associated with the industry. Details of concentration of

revenue are included in note 10.2. The Group’s revenue is not concentrated in a small number of

customers but is rather dispersed on a large client base made up of local and foreign clients coming

from all over the world. Moreover, the Group limits its exposure to credit risk by entering into

agreements with clients requiring full payment in advance of their berthing period and having the right

to exercise a general lien in case of payment default.

The majority of the Group’s customers have been transacting with the Group for over five years, and

only 0.07% (2022: 0.07%) of these customers’ balances have been written off or are credit-impaired at

the reporting date. In monitoring customer credit risk, this historical information is used to estimate

the expected credit losses on trade receivables.

At 31 December 2023, the exposure to credit risk for trade receivables by type of counterparty was as

follows:

2023

2022

€000

€000

Individuals

158

115

Legal entities

289

308

Agents

451

262

898

685

29

Financial instruments – fair values and risk management (continued)

29.5

Credit risk (continued)

29.5.1

Trade receivables (continued)

The following table provides information about the ageing of trade receivables as at 31 December:

2023

2022

€000

€000

Current (not past due)

144

154

1–30 days past due

291

177

31–60 days past due

265

142

61–90 days past due

77

99

More than 90 days past due

121

113

898

685

29.5.1.1

ECL assessment for trade receivables

For trade receivables the Group and the Company have applied the simplified approach in IFRS 9 to

measure the loss allowance at lifetime ECL.

Where the Group has reasonable and supportable information that is available without undue cost or

effort to measure lifetime ECLs on an individual instrument basis, such an individual assessment is

carried out. Lifetime ECLs on the remaining financial assets are measured on a collective basis, using a

provision matrix, estimated based on historical credit loss experience based on the past due status of

the debtors. No individual assessment is made as at 31 December 2023.

Since loss rates are based on actual credit loss experience over the past five years, the Group’s weighted

average loss rate for its receivables is less than 0.07% (2022: 0.07%), and therefore no expected credit

losses for trade receivables are registered as at 31 December 2023 (2022: €nil).

29.5.2

Investment in corporate debt securities

The Group limits its exposure to credit risk on corporate debt securities by investing only in liquid debt

securities that have the healthiest interest coverage ratios and gearing ratios, such as the net debt to

EBITDA ratio. The Group then monitors market price of the companies in which the Group holds its

debt securities on the local stock exchange.

29

Financial instruments – fair values and risk management (continued)

29.5

Credit risk (continued)

29.5.2

Investment in corporate debt securities (continued)

The Group concluded there was no significant change in credit risk on these financial assets and

therefore calculated loss allowance equal to 12-month ECLs. In the absence of individual investment

grades to local corporate debt issuers, in calculating the probability of default, the Group used each

issuer’s interest coverage ratio, being a synthetic credit rating, with the probability of default used in

calculating the ECLs ranging from 0.03% to 1.85% (2022: 0.03%).

The Company measured loss allowance on the investment in corporate debt securities at an amount

equal to 12-month ECLs, which amounted to €14k (2022: €2k). The movement in loss allowance is

charged to profit or loss and is recognised in OCI.

The exposure to credit risk for debt securities at FVOCI, net of expected credit losses, at the reporting

date by geographic region was as follows:

2023

2022

€000

€000

Country

Malta

(see note 19)

4,392

4,474

29.5.3

Amount due from related parties

29.5.3.1 Amount due from CNML

In the opinion of the directors, the loan and interest receivable from CNML of €2,465k (December 2022:

€2,748k), on-lent to IC Cesme, carry a significant credit risk due to the ongoing political uncertainty in

Turkey, and the devaluation of the Turkish Lira, being the functional currency of IC Cesme. The Group

has therefore measured loss allowance equal to lifetime ECLs, through a probability-weighted

calculation based on the following scenarios:

•

Base case- 50% weighting (2022: 50%)- the probability of default used in calculating the ECLs

on such loan would be equivalent to the current credit rating of Turkey, being B emerging,

resulting in a lifetime ECL of €95k, with the base-case weighting of €47k (2022: €56k);

•

Best case- 20% weighting (2022: 20%)- the probability of default used in calculating the ECLs

on such loan would be equivalent to one scale higher than the current credit rating of Turkey,

being B+ emerging, resulting in a lifetime ECL of €95k, with the best-case weighting of €19k

(2022: €23k); and

•

Worst case- 30% weighting (2022: 30%)- the probability of default used in calculating the ECLs

on such loan would be equivalent to one scale lower than the current credit rating of Turkey,

being B- emerging, resulting in a lifetime ECL of €95k, with the worst-case weighting of €29k

(2022: €34k).

29

Financial instruments – fair values and risk management (continued)

29.5

Credit risk (continued)

29.5.3

Amount due from related parties (continued)

29.5.3.1 Amount due from CNML (continued)

This totalled to a lifetime ECL of €95k (December 2022: €113k) (Stage 2). The difference in loss

allowance is deducted from the gross carrying amount of the asset and presented separately in the

statement of profit or loss under “Impairment loss on financial assets”.

The following table shows the movement in lifetime ECLs (not credit-impaired) that has been

recognised for the amount due from CNML:

2023

2022

€000

€000

Opening balance at 1 January

113

128

Movement during the year

(18)

(15)

Closing balance at 31 December

95

113

29.5.3.2 Amount due from Parent company

The loss allowance on the other loans to Parent company of €2,250k (2022: €2,850k) has been

measured at 12-month ECL, which amounted to €1k (2022: €4k) and has been included in ”Loans to

related parties” in the statement of financial position.

The exposure to credit risk for the loan to related parties at amortised cost, net of expected credit

losses, at the reporting date by geographic region was as follows:

2023

2022

€000

€000

Country

Turkey (see note 20.3)

2,370

2,635

Guernsey (see note 20.2)

2,249

2,846

4,619

5,481

29.5.3.3 Amount due from other Related Parties

Management does not expect to incur any losses on receivables from other related parties.

29

Financial instruments – fair values and risk management (continued)

29.5

Credit risk (continued)

29.5.4

Cash and cash equivalents

The Group held cash and cash equivalents of €5,181k at 31 December 2023 (2022: €4,031k). The cash

and cash equivalent are held with HSBC Bank Malta plc and Bank of Valletta plc, with the latter being

an investment grade-rated banking institution having a long-term rating of BBB- as per Fitch Ratings

(2022: BBB-). HSBC Bank Malta plc is unrated, and the company's directors have assessed the potential

ECL as to close to be insignificant.

Impairment on cash and cash equivalents has been measured on a 12-month expected loss basis and

reflects the short maturities of the exposures. The Group considers that its cash and cash equivalents

have low credit risk based on the external ratings of S&P’s. The loss allowance amounted to €1k (2022:

€1k). The difference in loss allowance, if any, is recognized under “Impairment loss on financial asset”

in the statement of profit or loss.

29.6

Liquidity risk

Liquidity risk is the risk that the Group will encounter difficulty in meeting the obligations associated

with its financial liabilities that are settled by delivering cash or another financial asset. The Group’s

approach to managing liquidity is to ensure, as far as possible, that it will always have sufficient liquidity

to meet its liabilities when they are due, under both normal and stressed conditions, without incurring

unacceptable losses or risking damage to the Group’s reputation.

The Group monitors its cash flow requirements on a weekly basis and ensures that it has sufficient cash

on demand to meet expected operational expenses, including the servicing of financial obligations. This

excludes the potential impact of extreme circumstances that cannot reasonably be predicted.

29

Financial instruments – fair values and risk management (continued)

29.6

Liquidity risk (continued)

The following are the contractual maturities of financial liabilities at the reporting date. The amounts are gross, undiscounted and include contractual interest

payments.

Carrying

amount

Contractual

cash flows

6 months

or less

6 - 12

months

1 - 5 years

Over 5

years

€000

€000

€000

€000

€000

€000

31 December 2023

Financial liabilities

Debt securities in issue (see note 26.4)

14,832

(17,700)

(340)

(335)

(17,025)

-

Bank overdraft (see note 26.3)

2

(2)

(2)

-

-

-

Trade and other payables (see note 27)

392

(392)

(392)

-

-

-

Lease liabilities (see notes 21.1.2 and 29.6.1)

5,942

(37,052)

(293)

(101)

(1,565)

(35,093)

21,168

(55,146)

(1,027)

(436)

(18,590)

(35,093)

31 December 2022

Financial liabilities

Debt securities in issue (see note 26.4)

14,790

(18,375)

(340)

(335)

(17,700)

-

Bank overdraft (see note 26.3)

2

(2)

(2)

-

-

-

Trade and other payables (see note 27)

266

(266)

(266)

-

-

-

Lease liabilities (see note 21.1.2 and 29.6.1)

6,058

(37,428)

(254)

(142)

(1,556)

(35,476)

21,116

(56,071)

(862)

(477)

(19,256)

(35,476)

29

Financial instruments – fair values and risk management (continued)

29.6.1

Maturity analysis of lease liabilities

Further information about the maturity of lease liabilities is provided in the table below:

2023

2022

€000

€000

Maturity analysis – contractual undiscounted cash flows

Less than 1 year

(394)

(396)

1 to 5 years

(1,565)

(1,556)

6 to 10 years

(1,456)

(1,838)

11 to 20 years

(3,362)

(3,362)

21 to 40 years

(8,312)

(8,312)

More than 40 years

(21,963)

(21,964)

Total undiscounted lease liabilities at 31 December

(37,052)

(37,428)

29.7

Market risk

Market risk is the risk that changes in market prices, such as foreign exchange rates and interest rates,

will affect the Group’s income or the value of its holdings of financial instruments. The objective of

market risk management is to manage and control market risk exposures within acceptable parameters,

while optimising the return.

29.7.1

Currency risk

The Group’s exposure to currency risk is limited to expenses that are denominated in a currency other

than the Company’s functional currency, primarily the British Pound, on intra-group balances. The

Group is not exposed to exchange rate movements on the Turkish Lira other than in respect of the

following – (a) the Group’s share in translating the post-acquisition reserves of its equity-accounted

investee from TL to Euro and (b) the exchange differences arising in the books of the joint venture with

TL as its functional currency. The Group does not hedge against exchange gains or losses which may

arise on the realisation of amounts receivable and the settlement of amounts payable in foreign

currencies.

29.7.1.1

Exposure to currency risk and sensitivity analysis

The Company’s exposure to currency risk is immaterial.

29.7.2

Interest rate risk

The Group adopts a policy of ensuring that the majority of its interest rate risk exposure is at a fixed

rate. This is achieved by entering into financial arrangements subject to fixed interest rates.

During 2017, the Company issued bonds at a fixed rate of 4.50%, while between 2018 and 2020, the

Company has invested in corporate debt securities, all at fixed rates ranging from 3.25% to 6% (see

note 19). In addition, the loans to related parties range between 4% and 5%. These loans are not subject

to interest rate fluctuations.

29

Financial instruments – fair values and risk management (continued)

29.7

Market risk (continued)

29.7.2.1 Fair value sensitivity analysis for fixed-rate instruments

The Group does not account for any fixed-rate financial assets or financial liabilities, at FVTPL.

Therefore, a change in interest rates at the reporting date would not affect profit or loss.

As a result of changes in fair value of the investments in debt securities at FVOCI, a decrease/ (increase)

of 100 basis points in interest rates would have increased/ (decreased) equity by €110k/ (€105k) after

tax (2022: €132k/ (€124k) after tax). This analysis assumes that all other variables, in particular foreign

currency exchange rates, remain constant.

30

Commitments

No capital commitments were authorised and contracted for, or yet to be contracted for, at the

reporting date and at the end of the comparative period.

31

Related parties

31.1

Parent and ultimate controlling party

The Company is a subsidiary of Camper & Nicholsons Marina Investments Limited (“CNMIL”), the

registered office of which is situated at ”

The Albany, South Esplanade, St Peter Port, Guernsey GY1 1AQ”

.

The ultimate controlling party is Mr Victor Chu, the Chairman and principal shareholder of First Eastern

(Holdings) Limited, which together with its wholly owned subsidiary, FE Marina Investments Limited,

owns 99.59% of CNMIL’s issued share capital (2022: 99.59%). Both First Eastern (Holdings) Limited and

FE Marina Investments Limited are incorporated in Hong Kong. As of 26 April 2024, CNMIL holds

17,393,590 shares, equivalent to 86.97% of the Company’s total issued share capital.

As described in note 18, the Company holds an investment in a joint venture.

CNMIL prepares consolidated financial statements of the Group of which Grand Harbour Marina p.l.c.

forms part.

Companies forming part of the CNMIL Group are considered by the directors to be related parties as

these companies are ultimately owned by CNMIL and First Eastern (Holdings) Limited. The transactions

and balances with such parties were as follows:

31

Related parties (continued)

31.2

Related party relationships, transactions and balances

2023

2022

€000

€000

First Eastern (Holdings) Limited

Balance receivable at 1 January

37

9

Recharge of expenses (see note 22.1)

38

37

Cash received

-

(9)

Balance receivable at 31 December (see note 22.1)

75

37

Camper & Nicholsons Marina Investments Limited

Principal in respect of Cesme Cash Collateral (see note 20.3)

-

2,797

Principal received during the year

-

(115)

Principal reclassified to CNML

-

(2,682)

Interest accrued at beginning of the year

-

100

Interest accrued during the year

-

7

Interest received during the year

-

(107)

Subtotal

-

-

Principal in respect of Loan Note 1 (see note 20.2)

-

400

Principal received during the year

-

(400)

Interest accrued during the year

-

12

Interest received during the year

-

(12)

Subtotal

-

-

Principal in respect of Loan Note 2 (see note 20.2)

600

600

Principal received during the year

(600)

-

Interest accrued during the year

20

24

Interest received during the year

(20)

(24)

Subtotal

-

600

Principal in respect of Loan Note 3 (see note 20.2)

2,250

2,250

Interest accrued during the year

101

101

Interest received during the year

(101)

(101)

Subtotal

2,250

2,250

Balance receivable at 31 December

2,250

2,850

31

Related parties (continued)

31.2

Related party relationships, transactions and balances (continued)

2023

2022

€000

€000

Camper & Nicholsons Marinas Limited

Balance payable at 1 January

(41)

(45)

Recruitment and operational service fees

(111)

(100)

Sales and marketing fees

(43)

(45)

Management, finance and other related services and expenses

(11)

(11)

Cash paid

118

160

Balance payable at 31 December (see note 27.1)

(88)

(41)

Balance receivable at 1 January

2,682

-

Principal reclassified from Parent company

-

2,682

Principal received during the year

(247)

-

Interest accrued at beginning of the year

73

-

Interest accrued during the year

124

73

Interest received during the year

(167)

-

Balance receivable at 31 December

2,465

2,755

Net receivable at 31 December

2,377

2,714

Camper & Nicholsons Marinas International Limited

Balance payable at 1 January

(52)

(48)

Royalty fees (1.5% of revenue excluding direct costs of utilities) as per

Trade Mark License Agreement

(57)

(52)

Cash paid

52

48

Balance payable at 31 December (see note 27.1)

(57)

(52)

31.3

Transactions with key management personnel

Other than the remuneration payable to the directors (see note 11.1), there were no other transactions

with key management personnel. CEO remuneration is borne by a related party.

32

Subsequent events

No significant events have taken place since the financial reporting date that would have otherwise

required adjustment to or disclosure in these financial statements.