Mariner Finance plc - 485100UWC0VRB3D40532

Mariner Finance p.l.c

Directors' report

Year ended 31 December 2022

The directors present their report and the audited financial statements of the group and the holding company for the year ended 31 December 2022.

Principal activities

The group is engaged in the investment, development and operation of sea terminals, namely in Riga, Latvia as well as property investment.

The principal activities of the company are mainly those of acting as an investment and holding company. Furthermore, the company also rents and operates owned real estate in Latvia.

Performance review

The group and company have registered a profit before tax of € 6,030,933 (2021 - € 2,899,653) and a profit before tax of € 3,592,092 (2021 - profit before tax of € 1,742,179) respectively.

The net assets of the group at the end of the year amounted to € 62,315,361 (2021 - € 52,929,420), and that of the company € 53,448,344 (2021 - € 49,868,157).

The increase in net assets for the group and company relates to the revaluation of land and buildings and the profit for the year.

In December 2022, the Group issued €36,929,800 in unsecured bonds at a nominal value of €100 per bond. These bonds were issued at par and are redeemable in December 2032. The new bonds were admitted to listing on the Official List of the Malta Stock Exchange on 3 January 2023. The proceeds from the Bond issue are to be utilised as follows:

- €17,316,200 in the form of exchangeable bonds surrendered by existing bond holders for their cancellation;
- €259,743 in settlement of premium of €1.50 on each exchangeable bond option taken up;
- € 17,683,800 in repayment of bond redeemable in 2024.
- Excess shall be applied towards general corporate funding purposes.

The consolidated profit for the year before tax exceeded both the profitability attained in 2021 and the budgeted profit for 2022. Reasons for the increase in profitability include higher turnover at Baltic Container Terminal (BCT) due to a 17% increase in volumes when compared to 2021, and an increase in the average occupancy rate of Merkela from 60% in 2021 to 63% in 2022. The current year portrays an improved gross profit to sales ratio mainly due to an increase in TEUs handled and in tariffs charged at BCT, and lower depreciation cost. Administrative expenses were higher in 2022, mainly resulting from an increase in bond expenses and the payment of premium on exchangeable bonds.

Despite the current geopolitical unrest brought about by the Russia-Ukraine conflict, the group still expects exports from Latvia to continue to increase. For next year, the group is budgeting an increase in throughput on year 2022 levels. The Group has a strong financial position and significant resources at its disposal. Furthermore, the group’s container terminal as well as the property in Latvia, are both well-positioned to continue to be a long-term sustainable businesses.

The group measures the achievement of its objectives through the use of the following other key performance indicators:

Financial

The group calculates the level of its free cash flow by reference to the cash generated from continuing operations less capital expenditure, interest and tax. The group’s free cash flow at year end amounted to a surplus of € 6,891,826 (2021: € 3,996,974). This positive free cashflow is due to the significant increase in profit before tax for the year from € 2,899,653 to € 6,030,933.

The group measures its performance based on EBITDA, which is defined as the group profit before depreciation, amortisation, net investment income, finance costs and taxation. During the year under review, EBITDA increased by 44% from € 7,249,189 to € 10,440,395.

Mariner Finance p.l.c

Directors' report

Year ended 31 December 2022

Financial - (continued)

The group aims to deliver a return on average capital employed above the level of its cost of funding. The return on average capital employed represents the operating profit on ordinary activities divided by the average of capital employed. The group ensures that this capital is used as effectively as possible. The return on average capital employed as at year end stood at 8% (2021: 6%).

Non-financial

Customer satisfaction is monitored by regular meetings with clients and other forms of informal feedback. The level of customer satisfaction remains at very good levels.

Overall terminal efficiency is calculated at the average number of container moves per hour. Due to congestion in yard, this decreased to 21 moves per hour in 2022 as compared to 24 moves per hour in 2021.

Property rental is measured in accordance with the level of occupancy which increased as compared to previous years.

Principal risks and uncertainties

The successful management of risk is essential to enable the group to achieve its objectives. The ultimate responsibility for risk management rests with the group’s directors, who evaluate the group’s risk appetite and formulate policies for identifying and managing such risks. The principal risks and uncertainties facing the group are included below:

(a) Market and competition

The group operates in a highly competitive environment and faces competition from various other entities. An effective, coherent and consistent strategy to respond market dynamics, customer demands and competitors enables the group to sustain its market share and its profitability. The group continues to focus on service quality and performance in managing this risk. The group is dependent on certain customers as disclosed in note 5 to the financial statements.

(b) Legislative risks

The group is subject to numerous laws and regulations covering a wide range of matters. Failure to comply could have financial or reputational implications and could materially affect the group’s ability to operate. The group has embedded operating policies and procedures to ensure compliance with existing legislation.

Mariner Finance p.l.c

Directors' report

Year ended 31 December 2022

Economic conditions have been challenging in recent years across the market in which the group operates. A significant economic decline in any of these markets could impact the group’s ability to continue to maintain and grow throughput. Demand for the group’s services can be adversely affected by weakness in the wider economy which are beyond the group’s control. This risk is evaluated as part of the group’s annual strategy process covering the key areas of investment and development and updated regularly throughout the year. The group continues to make significant investment in innovation. The group regularly reviews its pricing structures to ensure that its services are appropriately placed within the markets in which it operates.

(d) Customer service

The group’s revenues are at risk if it does not continue to provide the level of service expected by its customers. The group’s commitment to customers is embedded in its values. The group continually seeks to make improvements to the services provided by investing in technology, equipment and infrastructure, through the ongoing training of employees and enhancements in operational practices.

(e) Political risk

Despite the current geographical unrest in neighbouring countries, the group operates in a country with stable social and political conditions. Adverse changes in these conditions, for example, political unrest, strikes, war and other forms of instability including natural disasters, epidemics, widespread transmission of diseases and terrorist attacks may negatively affect the group’s business, results of operations, financial conditions or prospects. The group adapts to such risks by incorporating this risk into its business strategy.

(f) Financial risk management

Note 33 to the financial statements provides details in connection with the group’s use of financial instruments, its financial risk management objectives and policies and the financial risks to which it is exposed.

Results and dividends

The result for the year ended 31 December 2022 is shown in the statement of profit or loss and other comprehensive income on page 11. The group registered a profit for the year after tax of € 5,700,538 as compared to € 2,632,411 in 2021. The reason for the increase in profitability was mainly due to an increase in turnover at Baltic Container Terminal SIA. The company registered a profit for the year of € 3,580,187 as compared to € 1,727,232 in 2021. The main reason for the increase is due to the fact that in 2022, the company received a higher interim dividend from its subsidiary when compared to the prior year. No final dividend is being recommended.

Post balance sheet events

On 6 October 2022, the company entered into an agreement with Mariner Capital Limited and SIA Mariner Logistics in order to purchase the entire share capital of Mariner Logistics SIA from Mariner Capital Limited, which share capital amounted to 1,449,086 Ordinary Shares for a consideration of €7,238,931. The original closing date was 3 April 2023. On 30 March 2023, the parties entered into an amendment and restatement agreement whereby the closing date was extended to be not later than 3 July 2023. The financial effect of this agreement to the group's financial statements cannot be estimated as of the authorisation of the financial statements. Notwithstanding the above, there have been no other events which would require adjustments or disclosure in the financial statements.

Likely future business developments

The directors consider that the year end financial position was satisfactory and that the company and the group are well placed to sustain the present level of activity in the foreseeable future.


Mariner Finance p.l.c

Directors' report
Year ended 31 December 2022


Directors

The directors who served during the period were:

Marin Hili	(Chairman)
Michela Borg
Edward Hili	(Chief Executive Officer)
Kevin Saliba
Lawrence Zammit
Mark Vella	(resigned on 28 February 2022)
Anthony Busuttil
Ian Micallef	(appointed on 28 February 2022)

In accordance with the company's articles of association all the directors are to remain in office.

Going concern

After reviewing the group's and company's budget for the next financial year and other longer term plans, the directors are satisfied that, at the time of approving the financial statements, it is appropriate to adopt the going concern basis in preparing the financial statements.

Auditor

A resolution to reappoint Deloitte Audit Limited as auditor of the company will be proposed at the forthcoming annual general meeting.

Signed on behalf of the Company's Board of Directors on 27 April 2023 by Marin Hili (Chairman) and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statements 2022.

Mariner Finance p.l.c

Statement of directors' responsibilities

The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair view of the state of affairs of the Company and its Group at the end of each financial year, and of the profit or loss of the Company and its Group for the year then ended.

In preparing the financial statements, the directors should:

• select suitable accounting policies and apply them consistently;

• make judgements and estimates that are reasonable; and

• prepare the financial statements on a going concern basis, unless it is inappropriate to

presume that the Company and the Group will continue in business as a going concern.

The directors are responsible for ensuring that proper accounting records are kept which disclose with reasonable accuracy at any time the financial position of the Company and the Group and which enable the directors to ensure that the financial statements comply with the Companies Act (Cap. 386). This responsibility includes designing, implementing and maintaining such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Additionally, the directors are responsible for:

• the preparation and publication of the Annual Financial Report, including the consolidated financial statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the requirements of the European Single Electronic Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”); and

• designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error,

and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic reporting format.

Statement of responsibility pursuant to the Capital Markets Rules issued by the Malta Financial Services Authority

In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:

a) the financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2022 and of their financial performance and cash flows for the year then ended, in accordance with International Financial Reporting Standards as adopted by the EU; and

b) the Directors’ Report includes a fair review of the performance of the business and the financial position of the Company and the Group, together with a description of the principal risks and uncertainties that they face.

Signed on behalf of the Company's Board of Directors on 27 April 2023 by Marin Hili (Chairman) and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statements 2022.

Chairman

Mariner Finance p.l.c

Corporate governance statement

Introduction

Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority, Mariner Finance p.l.c, (the 'company') is hereby reporting on the extent of its adoption of the Code of Principles of Good Corporate Governance (the 'Principles') contained in Appendix 5.1 of the Capital Markets Rules.

The Board acknowledges that the Code does not dictate or prescribe mandatory rules but recommends principles of good practice. Nonetheless, the Board strongly believes that the Principles are in the best interest of the shareholders and other stakeholders since they ensure that the Directors, Management and employees of the group adhere to internationally recognised high standards of Corporate Governance.

The group currently has a corporate decision-making and supervisory structure that is tailored to suit the group's requirements and designed to ensure the existence of adequate checks and balances within the group, whiles retaining an element of flexibility, particularly in view of the size of the group and the nature of its business. The group adhered to the Principles, except for those instances where there exist particular circumstances that warrant non-adherence thereto, or at least postponement for the time being.

Additionally, the Board recognises that, by virtue of the Capital Markets Rule 5.101. the company is exempt from making available the information required in terms of Capital Markets Rules 5.97.1 to 5.97.3; 5.97.6 and 5.97.7.

The Board of Directors

The Board of Directors of the company is responsible for the overall long-term direction of the group, in particular in being actively involved in overseeing the systems of control and financial reporting and that the group communicates effectively with the market.

The Board of Directors meets regularly, with minimum of four times annually, and is currently composed of seven Members, two of which are completely independent from the company or any other related companies.

Mr. Lawrence Zammit and Mr. Anthony Busuttil are independent non-executive directors of the company and Dr. Ian Micallef is a non-executive director.

Directors

Marin Hili - Chairman

Edward Hili - Chief Executive Officer

Non-Executive Directors

Michela Borg

Kevin Saliba

Lawrence Zammit

Mark Vella (resigned on 28 February 2022)

Anthony Busuttil

Ian Micallef (appointed on 28 February 2022)

Mariner Finance p.l.c

Corporate governance statement

The Board of Directors (continued)

The Board Meetings are attended by the Chief Financial Officer of the group in order for the Board to have direct access to the financial operation of the group. This is intended to, inter alia, ensure that the policies and strategies adopted by the Board are effectively implemented.

The policy on the remuneration of the Board is reviewed periodically by the shareholders of the company. Total emoluments to the Board and senior executives of the group are disclosed in note 11. All contracts are for an indefinite period. It should be also noted that not all Directors receive remuneration from Mariner Finance p.l.c. Furthermore, there are no specific amounts of their remuneration allocated to any other roles within the Group. In their capacity as Directors, the Non-Executive Directors are not entitled to profit sharing, share options, pension benefits or any other remuneration. Three of the Non-Executive Directors enjoy fixed remuneration set at € 5,000 per annum per director. No variable remuneration is paid to the Non-Executive Directors in their capacity as Directors of the Company. No remuneration, being fixed or variable is paid to the other directors of the Company. There were no changes to the company’s remuneration policy when compared to the previous year.

The company ensures that it provides directors with relevant information to enable them to effectively contribute to board decisions.

The directors are fully aware of their duties and obligations, and whenever a conflict of interest in decision making arises, they refrain from participating in such decisions.

Audit committee

The Terms of Reference of the Audit Committee, are modelled on the principles set out in the Capital Markets Rules. The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by reviewing the group financial statements and disclosures, monitoring the system of internal control established by management as well as the audit processes.

The Board of Directors established the Audit Committee, which meets regularly, with a minimum of four times annually, and is currently composed of the following individuals:

Mr. Lawrence Zammit (Chairman)

Mr. Mark Vella (resigned on 28 February 2022)

Mr. Anthony Busuttil

Dr. Ian Micallef (appointed on 28 February 2022)

Mr. Lawrence Zammit is an independent non-executive director of the company who the Board considers to be competent in accounting and/or auditing in terms of the Capital Markets Rules. In the Board's view, the audit committee, as a whole, has the relevant competence in the sector in which the group operates due to the professional experience of the individual members.

In terms of the Capital Markets Rules, the majority of the members of the audit committee shall be independent of the issuer. Mr. Lawrence Zammit and Mr. Anthony Busuttil are considered by the Board to be independent members.

The Audit Committee met four times during the year. Communication with and between the Secretary, top level management and the Committee is ongoing and considerations that required the Committee's attention were acted upon between meetings and decided by the Members (where necessary) through electronic circulation and correspondence.


Mariner Finance p.l.c

Corporate governance statement


Internal Control

While the Board is ultimately responsible for the group's internal controls as well as their effectiveness, authority to operate the group is delegated to the Chief Executive Officer.

The group's system of internal controls is designed to manage all the risks in the most appropriate manner. However, such controls cannot provide an absolute elimination of all business risks or losses. Therefore, the Board, inter alia, reviews the effectiveness of the group's system of internal controls in the following manner:

1	Reviewing the group's strategy on an on-going basis as well as setting the appropriate business objectives in order to enhance value for all stakeholders;
2	Implementing an appropriate organisational structure for planning, executing, controlling and monitoring business operations in order to achieve Group objectives;
3	Appointing and monitoring the Chief Executive Officer whose function is to manage the operations of the group;
4	Identifying and ensuring that significant risks are managed satisfactorily; and
5	Company policies are being observed.

Relations with the market

The market is kept up to date with all relevant information, and the company regularly publishes such information on its website to ensure consistent relations with the market.
Non-compliance with the code

Principle 4: Organisation Structure
The company is mainly an investment company which does not require an elaborate management structure. Its CEO is responsible for the day-to-day management of the Group, assisted, when necessary from time to time, by members of the senior management teams of the Group companies. The Directors believe the current organisational structures are adequate for current activities of the company. The Directors will maintain these structures under continuous review to ensure that they meet the changing demands of the business and to strengthen the checks and balances necessary for better corporate governance.

Mariner Finance p.l.c

Corporate governance statement

Non-compliance with the code (continued)

Principle 6: Information and professional judgement

Under the present circumstances, full adherence by the Issuer with the provisions of Principle 6 of the Code is not deemed necessary taking into account the size, nature and operations of the Issuer. The Issuer does not feel the need to establish and/or implement a succession plan for senior management in light of its existing organisational structure. The Directors will maintain the existing arrangement under continuous review to ensure that it meets the changing demands of the business and to strengthen the checks and balances necessary for better corporate governance.

Principle 8: Committees

Under the present circumstances, the Board does not consider it necessary to appoint a remuneration committee and nomination committee as decisions on these matters are taken at shareholder level. The Issuer considers that the members of the Board provide the level of skill, knowledge and experience expected in terms of the Code. Furthermore, the company does not have any employees other than directors and company secretary.

Principle 11: Conflict of interest

Under present structure, the majority of Directors of the Issuer are Directors of its parent company Mariner Capital Ltd and ultimate beneficial shareholders of the Group, and as such are susceptible to conflicts arising between the potentially diverging interests of said shareholders and the Group as well as conflicts of interest which may arise in relation to transactions involving the Issuer and Mariner Capital Ltd. Kevin Saliba, a director and company secretary, is also the Chief Financial Officer of Mariner Capital Ltd. The audit committee of the Issuer has the task of ensuring that any potential conflicts of interest that may arise at any moment, pursuant to these different roles held by Directors, are handled in the best interest of the Issuer and according to law. To the extent known or potentially known to the Issuer, there are no potential conflicts of interest between any duties of the Directors and their private interests and/or their other duties which require disclosure in terms of the Regulation.

Mariner Finance p.l.c

Statement of profit or loss and other comprehensive income

Year ended 31 December 2022


		Group		Holding company
	Notes	2022	2021	2022	2021
		€	€	€	€

Revenue	6	19,465,743	14,717,208	-	-
Cost of sales		(9,366,481)	(8,201,607)	-	-

Gross profit		10,099,262	6,515,601	-	-
Administrative expenses		(2,435,269)	(1,883,067)	(328,839)	(246,668)
Other operating income	7	927,686	560,840	451,550	270,233
Other operating expenses		(350,983)	(196,679)	(136,507)	(156,261)

Operating profit / (loss)		8,240,696	4,996,695	(13,796)	(132,696)
Net investment income	8	294,664	99,711	5,761,342	3,729,875
Finance costs	9	(2,504,427)	(2,196,753)	(2,155,454)	(1,855,000)

Profit before tax	10	6,030,933	2,899,653	3,592,092	1,742,179
Income tax expense	13	(330,395)	(267,242)	(11,905)	(14,947)

Profit for the year attributable to the owners of the holding company		5,700,538	2,632,411	3,580,187	1,727,232


Other comprehensive income
Items that will not be reclassified subsequently to profit or loss
Gain on revaluation of land and buildings	15	3,685,403	-	-	-

Other comprehensive income for the year, net of tax		3,685,403	-	-	-

Total comprehensive income for the year attributable to the owners of the holding company		9,385,941	2,632,411	3,580,187	1,727,232

Mariner Finance p.l.c

Statement of financial position

31 December 2022


		Group		Holding Company
	Notes	2022	2021	2022	2021
		€	€	€	€
ASSETS AND LIABILITIES
Non-current assets
Goodwill	3	13,184,904	13,184,904	-	-
Intangible asset	16	475,933	517,952	-	-
Property, plant and equipment	15	46,319,897	43,569,497	31,281	1,357
Investment property	17	4,466,000	4,443,000	4,466,000	4,443,000
Right-of-use assets	18	7,611,339	7,938,050	-	-
Investment in subsidiaries	19	-	-	26,898,805	26,898,805
Loans receivable	19	31,849,922	27,969,299	56,890,034	53,276,503


		103,907,995	97,622,702	88,286,120	84,619,665

Current assets
Loans receivable	19	422,245	414,467	-	-
Inventories	20	339,706	454,850	-	-
Trade and other receivables	21	22,814,095	3,216,393	19,778,499	572,802
Cash and cash equivalents	30	829,931	639,763	743,629	500,921


		24,405,977	4,725,473	20,522,128	1,073,723


Total assets		128,313,972	102,348,175	108,808,248	85,693,388


Current liabilities
Trade and other payables	22	2,796,648	2,246,624	1,464,173	1,013,500
Lease liability	25	3,231,200	699,696	-	-
Bank loans and overdraft	23	3,374,521	5,720,932	-	-
Current tax liability	13	11,917	14,959	11,867	14,909


		9,414,286	8,682,211	1,476,040	1,028,409


Non-current liabilities
Other financial liabilities	24	64,592	61,805	8,150	8,150
Debt securities in issue	27	53,875,714	34,788,672	53,875,714	34,788,672
Lease liability	25	2,372,849	5,604,050	-	-
Bank loans	23	-	42,017	-	-
Deferred tax liability	26	271,170	240,000	-	-


		56,584,325	40,736,544	53,883,864	34,796,822


Total liabilities		65,998,611	49,418,755	55,359,904	35,825,231


Net assets		62,315,361	52,929,420	53,448,344	49,868,157

Mariner Finance p.l.c

Statement of financial position

31 December 2022


		Group		Holding Company
	Notes	2022	2021	2022	2021
		€	€	€	€
EQUITY
Equity attributable to the owners
of the holding company
Share capital	28	500,000	500,000	500,000	500,000
Other equity	29	10,000,000	10,000,000	10,000,000	10,000,000
Other reserves	29	(1,898,805)	(1,898,805)	(936,323)	(936,323)
Revaluation reserves	29	13,053,803	9,368,400	-	-
Retained earnings		40,660,363	34,959,825	43,884,667	40,304,480


Total equity		62,315,361	52,929,420	53,448,344	49,868,157



These financial statements on pages 11 to 74 were approved by the Board of Directors and authorised for issue on 27 April 2023 and signed on its behalf by Marin Hili (Chairman) and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial Statements 2022.

Mariner Finance p.l.c

Statement of changes in equity - Group

Year ended 31 December 2022


	Share	Other	Other	Revaluation	Retained
	capital	equity	reserves	reserve	earnings	Total
	€	€	€	€	€	€
Balance as at 1 January 2021	500,000	10,000,000	(1,898,805)	9,368,400	32,327,414	50,297,009


Profit for the year, total comprehensive income for the year	-		-		-		-		2,632,411		2,632,411


Balance as at 31 December 2021	500,000		10,000,000		(1,898,805)		9,368,400		34,959,825		52,929,420


Balance as at 1 January 2022	500,000		10,000,000		(1,898,805)		9,368,400		34,959,825		52,929,420


Profit for the year	-	-	-	-	5,700,538	5,700,538
Other comprehensive income for the year	-	-	-	3,685,403	-	3,685,403


Total comprehensive income for the year	-	-	-	3,685,403	5,700,538	9,385,941


Balance as at 31 December 2022	500,000		10,000,000		(1,898,805)		13,053,803		40,660,363		62,315,361

Mariner Finance p.l.c

Statement of changes in equity - Holding company

Year ended 31 December 2022


Share	Other	Other	Retained
capital	equity	reserve	earnings	Total
€	€	€	€	€


Balance as at 1 January 2021	500,000	10,000,000	(936,323)	38,577,248	48,140,925

Profit for the year, total


comprehensive income for the year	-		-		-		1,727,232		1,727,232


Balance as at 31 December 2021	500,000		10,000,000		(936,323)		40,304,480		49,868,157


Balance as at 1 January 2022	500,000		10,000,000		(936,323)		40,304,480		49,868,157

Profit for the year, total


comprehensive income for the year	-		-		-		3,580,187		3,580,187


Balance as at 31 December 2022	500,000		10,000,000		(936,323)		43,884,667		53,448,344

Mariner Finance p.l.c

Statement of cash flows

Year ended 31 December 2022



	Group		Holding Company
	2022	2021	2022	2021
	€	€	€	€
Cash flow from operating activities
Profit before tax	6,030,933	2,899,653	3,592,092	1,742,179
Adjustments for:
Depreciation of property, plant and equipment	1,830,969	1,875,334	1,045	459
Depreciation of right-of-use assets	326,711	326,711	-	-
Amortisation	42,019	50,449	-	-
Investment income	(271,700)	(308,710)	(2,054,379)	(2,083,374)
Amortisation of bond expenses	145,565	72,217	145,565	72,217
Bond exchange premium	259,743	-	259,743
Interest expense	2,065,549	2,085,324	1,895,712	1,855,000
Interest expense on lease liability	179,135	111,429	-	-
(Gain)/Loss on revaluation of investment property	(23,000)	209,000	(23,000)	209,000
Loss on disposal of property, plant
and equipment	72,294	886	-	-

Operating profit before working
capital movements	10,658,218	7,322,293	3,816,778	1,795,481
Movement in trade and other receivables	(910,676)	(257,751)	(515,988)	5,377
Movement in trade and other payables	474,608	(132,118)	401,986	14,405
Movement in inventories	115,144	(16,327)	-	-


Cash flow from operations	10,337,294	6,916,097	3,702,776	1,815,263
Interest received	37	14,398	2,054,379	2,054,740
Income tax paid	(306,105)	(299,987)	(14,947)	(15,368)
Interest paid	(2,188,130)	(2,198,095)	(1,855,000)	(1,855,000)


Net cash flow from operating activities	7,843,096	4,432,413	3,887,208	1,999,635


Cash flow from investing activities
Purchase of property plant and equipment	(994,222)	(428,400)	(30,969)	-
Purchase of intangible assets	-	(7,039)	-	-
Proceeds from disposal of property, plant
and equipment	42,952	-	-	-
Dividends received	-	-	3,684,000	-
Loans advanced to parent company	(5,775,344)	(4,414,501)	(5,775,342)	(2,373,308)
Loan repayments from parent company	2,161,811	839,660	2,161,811	439,660
Loans advanced to related party	-	(75,000)	-	-
Other loan repayments	-	75,898	-	-
Repayments from subsidiaries	-	-	(3,684,000)	-


Net cash flows used in investing activities	(4,564,803)	(4,009,382)	(3,644,500)	(1,933,648)

Mariner Finance p.l.c

Statement of cash flows

Year ended 31 December 2022


	Group		Holding Company
	2022	2021	2022	2021
	€	€	€	€

Cash flow from financing activities
Lease liability paid	(699,697)	(697,350)	-	-
Repayment of bank loans and overdraft	(2,388,428)	(306,936)	-	-
Drawdown of bank loans	-	493,976	-	-


Net cash flow used in financing activities	(3,088,125)	(510,310)	-	-


Net movements in cash and cash
equivalents	190,168	(87,279)	242,708	65,987

Cash and cash equivalents at the
beginning of the year	639,763	727,042	500,921	434,934

Cash and cash equivalents at the
end of the year (note 30)	829,931	639,763	743,629	500,921


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


1	Company information and basis of preparation

	Mariner Finance p.l.c is a public limited company incorporated in Malta with registration number C31514 and has its registered address at 37, Censu Tabone Street, St. Julians, Malta.

	The company acts as an investment and holding company and also holds an investment property in Riga, Latvia, from which it earns rental income. The Group is engaged in the investment, development and operation of sea terminals, namely in Riga, Latvia as well as property development. As disclosed in note 27, the Company has issued bonds which are listed on the Malta Stock Exchange.

	During the reporting year, the global economy experienced the impact of the Russia-Ukraine conflict. Despite this, management still expects exports from Latvia to increase, as long as there are sufficient empty containers available. Furthermore, the Group’s senior management team continues to constantly monitor the situation and the potential impact that this conflict is having on the level of operations in comparison with both the reporting year and also the historic level of operations. Projections for the year ending 31 December 2023 incorporate the ongoing impact of such conflict. Under these projections, the Group is expected to continue operating at a satisfactory profitable level and also continues to have sufficient liquidity and financial resources available to meet all its obligations.

	The Group has a strong financial position and significant resources at its disposal. Furthermore, the group’s container terminal as well as the property in Latvia, are both well-positioned to continue to be long-term sustainable businesses.

	The financial statements have been prepared under the historical cost basis, except for investment property which are stated at their fair value, and land and buildings which are stated at their revalued amounts, and in accordance with International Financial Reporting Standards as adopted by the EU. The significant accounting policies are set out below.

	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.

	For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety, which are described as follows:

	Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity can access at the measurement date;
	Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset or liability, either directly or indirectly; and
	Level 3 inputs are unobservable inputs for the asset or liability.

	For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines that transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


1	Company information and basis of preparation (continued)

	Acquisition of entities and businesses under common control

	During the financial year ended 31 December 2013, Mariner Capital Limited became the direct parent entity of Mariner Finance p.l.c., and acquired and became the ultimate parent of Baltic Container Terminal SIA and Equinor Riga SIA through its direct subsidiary, Mariner Finance Baltic SIA. Mariner Finance p.l.c. was not the parent of any entity of the Mariner Capital Limited Group as at 31 December 2013.

	During the first two quarters of 2014 the Mariner Capital Limited group entered into various linked transactions (“the restructuring transactions”). As a result of the restructuring transactions, Mariner Finance p.l.c. became the direct parent of Mariner Baltic Holdings SIA. As part of the restructuring transactions Mariner Baltic Holdings SIA became the direct parent of Mariner Finance Baltic SIA (and the indirect parent of Baltic Container Terminal SIA) and Equinor Riga SIA.

	The restructuring transactions resulted in Mariner Finance p.l.c. gaining control during 2014 of its direct subsidiary entity Mariner Baltic Holdings SIA and its indirect subsidiary entities Mariner Finance Baltic SIA, Baltic Container Terminal SIA and Equinor Riga SIA (“the subsidiaries”). In 2019, Mariner Finance p.l.c merged with its wholly owned subsidiary Mariner Baltic Holdings SIA.

	The acquisition of these subsidiaries by Mariner Finance p.l.c. fell outside the scope of International Financial Reporting Standard 3 - Business Combinations (“IFRS 3”) because the transaction merely represented a group reorganisation and because in terms of paragraph 2(c) of IFRS 3, the acquisition of these entities by Mariner Finance p.l.c. was treated as a combination of businesses under common control in which all the combining entities are ultimately controlled by the same party, Mariner Capital Limited, both before and after the business combination and that control was not transitory.

	In accordance with ‘International Accounting Standard 8 - Accounting Policies, Changes in Accounting Estimates and Errors’ (“IAS 8”), in the absence of an IFRS that specifically applies to a transaction, other event or condition, management should use its judgment in developing and applying an accounting policy that is relevant to the decision making needs of the users and is reliable. In relation to this specific transaction, the use of predecessor accounting by Mariner Finance p.l.c. was considered to be a generally accepted accounting approach to account for the acquisition of the entities under common control.

	The acquisition of the subsidiaries acquired from the direct parent by Mariner Finance p.l.c. has been accounted for under the principles of predecessor accounting as from the date these subsidiaries were acquired by its parent, Mariner Capital Limited on 1 January 2013. In terms of predecessor accounting, an acquirer is not required to be identified. The Company has incorporated the acquired entities at their previous carrying amounts of assets (including goodwill) and liabilities included in the consolidated financial statements of its parent, Mariner Capital Limited.

	This accounting treatment gave rise to differences on acquisition between the consideration given in exchange for the acquired entities and the amounts at which the assets and liabilities of the acquired entities are initially recognised; €43,940,924 were included within equity.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies

	Basis of consolidation

	The consolidated financial statements incorporate the financial statements of Mariner Finance p.l.c. (or the “Company”) and subsidiary entities controlled by the Company. Control exists when the Company has power over the investee, is exposed or has rights to variable returns from its involvement with the investee and has the ability to use its power over the investee to affect the amount of its returns. In assessing control, potential voting rights that give the Company the current ability to direct the investee’s relevant activities are taken into account.

	Acquisition of subsidiaries

	The acquisition of subsidiaries is accounted for by applying the acquisition method. The consideration is measured at the aggregate of the fair values, at the date of exchange, of assets transferred, liabilities incurred or assumed, and equity instruments issued by the acquirer in exchange for control of the acquiree. Acquisition-related costs are generally recognised in profit or loss as incurred, except for costs to issue debt or equity securities. The acquiree’s identifiable assets and liabilities that meet the conditions for recognition are recognised at their fair values at the acquisition date, except as specifically required by other EU-IFRSs. A contingent liability assumed in a business combination is recognised at the acquisition date if there is a present obligation that arises from past events and its fair value can be measured reliably.

	Non-controlling interests in the acquiree that are present ownership interests and entitle their holders to a proportionate share of the entity’s net assets in the event of liquidation may be initially measured either at the present ownership instruments’ proportionate share in the recognised amounts of the acquiree’s identifiable net assets or at fair value. The choice of measurement basis is made on an acquisition-by-acquisition basis. All other components of non-controlling interests shall be measured at their acquisition-date fair values, unless another measurement basis is required. After initial recognition, non-controlling interests in the net assets consist of the amount of those interests at the date of the original business combination and the non-controlling interests’ share of changes in equity since the date of the combination. Non-controlling interests in the net assets of consolidated subsidiaries are presented separately from the holding company’s owners’ equity therein. Non-controlling interests in the profit or loss and other comprehensive income of consolidated subsidiaries are also disclosed separately. Total comprehensive income is attributed to non-controlling interests even if this results in the non-controlling interests having a deficit balance.

	The financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date control ceases.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Acquisition of subsidiaries (continued)

	Where necessary, in preparing these consolidated financial statements, appropriate adjustments are made to the financial statements of subsidiaries to bring their accounting policies in line with those used by group entities. Intra-group balances, transactions, income and expenses are eliminated on consolidation.

	Goodwill is measured as the excess of:
	(a)	the aggregate of:
		(i)	the consideration transferred;
		(ii)	the amount of any non-controlling interests in the acquiree;
		(iii)	in a business combination achieved in stages, the acquisition-date fair value of the acquirer's previously held equity interest in the acquiree; and

	(b)	the net of the acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.


	The goodwill is initially recognised as an asset at cost and is subsequently measured at cost less any accumulated impairment losses. Any gain on a bargain purchase, after reassessment, is recognised immediately in profit and loss.

	On disposal of a subsidiary, the attributable amount of goodwill is included in the determination of the profit or loss on disposal.

	Business combinations achieved in stages

	Where a business combination is achieved in stages, the Group’s previously held interests in the acquired entity are re measured to fair value at the acquisition date and the resulting gain or loss, if any, is recognised in profit or loss. Amounts previously recognised in other comprehensive income in relation to the acquiree are accounted for (that is, reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be required if the interests were disposed of.

	Property, plant and equipment

	Property, plant and equipment are classified into the following classes - land and buildings, plant and equipment, furniture, fittings and equipment, and fixed assets under construction.

	Property, plant and equipment are initially measured at cost. Subsequent costs are included in the asset’s carrying amount when it is probable that future economic benefits associated with the item will flow to the group and the cost of the item can be measured reliably. Expenditure on repairs and maintenance of property, plant and equipment is recognised as an expense when incurred.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Property, plant and equipment (continued)

	Land and buildings held for use in the production or supply of goods or services, or for administrative purposes are stated in the statement of financial position at their revalued amounts, being the fair value at the date of the revaluation less any subsequent accumulated depreciation and any accumulated impairment losses.

	Revaluations are made for the entire class of land and buildings and with sufficient regularity such that the carrying amount does not differ materially from that which would be determined using fair values at the end of the reporting period. The gross carrying amount is adjusted in a manner that is consistent with the revaluation of the carrying amount of the asset. The accumulated depreciation at the date of the revaluation is adjusted to equal the difference between the gross carrying amount and the carrying amount of the asset after taking into account accumulated impairment losses.

	Any revaluation increase arising on the revaluation is recognised in other comprehensive income and accumulated in equity under the heading of revaluation surplus unless it reverses a revaluation decrease for the same asset previously recognised in profit or loss, in which case the increase is credited to profit or loss to the extent of the decrease previously charged. A decrease in carrying amount arising on the revaluation is recognised in profit or loss to the extent that it exceeds the balance, if any, held in the revaluation surplus relating to a previous revaluation of that asset. When the asset is derecognised, the attributable revaluation remaining in the revaluation surplus is transferred to retained earnings.

	Other tangible assets are stated at cost less any accumulated depreciation and any accumulated impairment losses.

	Property, plant and equipment are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

	Properties in the course of construction

	Properties in the course of construction for production, supply or administrative purposes, are carried at cost, less any identified impairment loss. Cost includes, for qualifying assets, borrowing costs capitalised in accordance with the group’s accounting policy on borrowing costs. Depreciation of these assets, on the same basis as other property assets, commences when the assets are available for use.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Investment property

	Investment property is property held to earn rentals or for capital appreciation or both. Investment property is recognised as an asset when it is probable that the future economic benefits that are associated with the investment property will flow to the entity and the cost can be measured reliably. Investment property is initially measured at cost, including transaction costs. Subsequent to initial recognition investment property is stated at fair value at the end of the reporting period. Gains or losses arising from changes in the fair value of investment property are recognised in profit or loss in the period in which they arise.

	Investment property is derecognised on disposal or when it is permanently withdrawn from use and no future economic benefits are expected from its disposal. Gains or losses on derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount and are recognised in profit or loss in the period of derecognition.

	Depreciation

	Depreciation commences when the depreciable assets are available for use and is charged to profit or loss so as to write off the cost/revalued amount, less any estimated residual value, over their estimated useful lives, using the straight-line method, on the following bases:

	Buildings	-	0.8% - 5% per annum
	Plant and equipment	-	4% - 33.33% per annum
	Furniture, fittings and equipment	-	10% - 33.33% per annum
	Fixed assets under construction	-	0% per annum

	The depreciation method applied, the residual value and the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

	Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease.

	Intangible assets

	An intangible asset is recognised if it is probable that the expected future economic benefits that are attributable to the asset will flow to the group’s entities and the cost of the asset can be measured reliably.

	Intangible assets are initially measured at cost, being the fair value at the acquisition date for intangible assets acquired in a business combination. Expenditure on an intangible asset is recognised as an expense in the period when it is incurred unless it forms part of the cost of the asset that meets the recognition criteria or the item is acquired in a business acquisition and cannot be recognised as an intangible asset, in which case it forms part of goodwill at the acquisition date.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Intangible assets (continued)

	The useful life of intangible assets is assessed to determine whether it is finite or indefinite. Intangible assets with a finite useful life are amortised. Amortisation is charged to profit or loss so as to write off the cost of intangible assets less any estimated residual value, over their estimated useful lives. The amortisation method applied, the useful life are reviewed, and adjusted if appropriate, at the end of each reporting period.

	Intangible assets are derecognised on disposal or when no future economic benefits are expected from their use or disposal. Gains or losses arising from derecognition represent the difference between the net disposal proceeds, if any, and the carrying amount, and are included in profit or loss in the period of derecognition.

	(i)	Computer Software

		In determining the classification of an asset that incorporates both intangible and tangible elements, judgement is used in assessing which element is more significant. Computer software which is an integral part of the related hardware is classified as property, plant and equipment and accounted for in accordance with the group's accounting policy on property, plant and equipment. Where the software is not an integral part of the related hardware, this is classified as an intangible asset and carried at cost less any accumulated amortisation and any accumulated impairment losses. Computer software classified as an intangible asset is amortised on a straight-line basis. Amortisation is calculated based on the annual rates ranging from 5% to 33.33%.

	Investments in subsidiaries

	A subsidiary is an entity that is controlled by the company. Investments in subsidiaries are accounted for on the basis of the direct equity interest and are stated at cost less any accumulated impairment losses. Dividends from the investment are recognised in profit or loss.

	Other financial instruments

	Financial assets and financial liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. Financial assets and financial liabilities are initially recognised at their fair value plus directly attributable transaction costs for all financial assets or financial liabilities not classified at fair value through profit or loss.

	Financial assets and financial liabilities are offset and the net amount presented in the statement of financial position when the company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

	Financial assets are derecognised when the contractual rights to the cash flows from the financial assets expire or when the entity transfers the financial asset and the transfer qualifies for derecognition.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Other financial instruments (continued)

	Financial liabilities are derecognised when they are extinguished. This occurs when the obligation specified in the contract is discharged, cancelled or expires.

	An equity instrument is any contract that evidences a residual interest in the assets of the company after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.

	Financial assets

	Classification and measurement

	Financial assets are classified as measured at either amortised cost or fair value based on the business model for managing the assets and the asset’s contractual terms. The Group and the Company do not have any financial assets classified as fair value through other comprehensive income (managed under a hold to collect and sell business model).

	Financial assets at amortised cost

	The following financial assets are classified in this category - loans receivable, trade receivables and cash at bank.

	Financial assets are classified as measured at amortised cost if they are held within a business model with the objective to hold the financial assets in order to collect contractual cash flows and if the contractual terms of the financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount outstanding.

	Financial assets at amortised cost are initially recognised at fair value plus transaction costs that are directly attributable to the issue or acquisition of financial assets and subsequently measured at amortised cost.

	The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating interest income over the relevant period.

	The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments excluding ECLs through the expected life of the financial asset/financial liability, or, where appropriate, a shorter period to the gross carrying amount on initial recognition.

	Appropriate allowances for expected credit losses (ECLs) are recognised in profit or loss in accordance with the accounting policy on ECLs.

	Trade receivables which do not have a significant financing component are initially measured at their transaction price and are subsequently stated at their nominal value less any loss allowance for ECLs.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Financial liabilities and equity

	Bank borrowings

	Subsequent to initial recognition, interest-bearing bank loans are measured at amortised cost using the effective interest method.

	Subsequent to initial recognition, interest-bearing bank overdrafts are carried at face value in view of their short-term maturities.

	Trade and other payables

	Trade and other payables are classified with current liabilities and are stated at their nominal value unless the effect of discounting is material, in which case trade payables are measured at amortised cost using the effective interest method.

	Other borrowings

	Subsequent to initial recognition, other borrowings are measured at amortised cost using the effective interest method unless the effect of discounting is immaterial.

	Shares issued by the company

	Ordinary shares issued by the company are classified as equity instruments.

	Inventories

	Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average method and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs of completion and the costs to be incurred in marketing, selling and distribution.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Impairment of non-financial assets and investments in subsidiaries

	All assets are tested for impairment to the extent applicable. At the end of each reporting period, the carrying amount of assets is reviewed to determine whether there is any indication or objective evidence of impairment, as appropriate, and if any such indication or objective evidence exists, the recoverable amount of the asset is estimated.

	An impairment loss is the amount by which the carrying amount of an asset exceeds its recoverable amount.

	In the case of other assets tested for impairment, the recoverable amount is the higher of fair value (which 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) less costs of disposal, and value in use (which is the present value of the future cash flows expected to be derived, discounted using the pre-tax discount rate that reflects current market assessment of the time value of money and the risks specific to the asset). Where the recoverable amount is less than the carrying amount, the carrying amount of the asset is reduced to its recoverable amount, as calculated.

	Goodwill arising on the acquisition of subsidiaries is tested for impairment annually and whenever there is an indication of impairment.

	Goodwill is allocated to each of the company’s cash-generating units expected to benefit from the synergies of the combination. Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss is recognised. The impairment loss is allocated first to reduce the carrying amount of any goodwill allocated and then to the other assets of the unit pro rata on the basis of the carrying amount of each asset in the unit. Where a cash-generating unit to which goodwill has been allocated is disposed of, the goodwill associated with the operation disposed of is included in the carrying amount of the operation when determining the gain or loss on disposal.

	Impairment losses are recognised immediately in profit or loss, unless the asset is carried at a revalued amount, in which case, the impairment loss is recognised in other comprehensive income to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that asset.

	In the case of assets other than goodwill which are tested for impairment, an impairment loss recognised in a prior year is reversed if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised.

	Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would have been determined had no impairment loss been recognised for the asset in prior years.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Impairment of non-financial assets and investments in subsidiaries (continued)

	Where an impairment loss for a cash-generating unit subsequently reverses, the impairment loss is allocated to the assets of the unit, except for goodwill, pro rata with the carrying amounts of those assets. An impairment loss recognised for goodwill is not reversed in a subsequent period.

	Impairment reversals are recognised immediately in profit or loss, unless the asset is carried at a revalued amount in which case, the impairment reversal is recognised in other comprehensive income and increases the revaluation surplus for that asset, unless an impairment loss on the same asset was previously recognised in profit or loss.

	For a cash-generating unit, the carrying amount is not increased above the lower of its recoverable amount (if determinable) and the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. The amount of the reversal of the impairment loss that would otherwise have been allocated to the asset is allocated pro rata to the other assets of the unit, except for goodwill.

	Impairment of financial assets other than investments in subsidiaries

	ECLs

	The Group and the Company recognise a loss allowance for ECLs.

	The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition.

	For trade receivables that do not contain a significant financing component (or for which the IFRS 15 practical expedient for contracts that are one year or less is applied), the Group and the Company apply the simplified approach and recognises lifetime ECL.

	Where a collective basis is applied, the ECLs on these financial assets are estimated using a provision matrix based on historical credit loss experience based on the past due status of the debtors, adjusted for factors that are specific to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both the current as well as the forecast direction of conditions at the reporting date.

	For all other financial instruments, the Group and the Company use the general approach and recognises lifetime ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit risk on the financial instrument has not increased significantly since initial recognition, the Group and the Company measure the loss allowance for that financial instrument at an amount equal to 12-month ECL (‘12m ECL’). The assessment of whether lifetime ECL should be recognised is based on significant increases in the likelihood or risk of a default occurring since initial recognition instead of on evidence of a financial asset being credit-impaired at the reporting date or an actual default occurring.

	Lifetime ECL represents the ECLs that will result from all possible default events over the expected life of a financial instrument. In contrast, 12m ECL represents the portion of lifetime ECL that is expected to result from default events on a financial instrument that are possible within 12 months after the reporting date.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Impairment of financial assets other than investments in subsidiaries (continued)

	ECLs (continued)

	The Group and the Company recognise an impairment gain or loss in profit or loss for all financial assets with a corresponding adjustment to their carrying amount.

	Significant increase in credit risk

	In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the Group and the Company compare 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. In making this assessment, the Group and the Company consider both quantitative and qualitative information that is reasonable and supportable, including historical experience and forward-looking information that is available without undue cost or effort and, where applicable, the financial position of the counterparties.

	Irrespective of the outcome of the above assessment, the Group and the Company presume that the credit risk on a financial asset has increased significantly since initial recognition when contractual payments are more than 30 days past due, unless the Company has reasonable and supportable information, that is available without undue cost or effort, that demonstrates otherwise.

	Despite the above assessment, the Group and the Company assume that the credit risk on a financial instrument has not increased significantly since initial recognition if the financial instrument is determined to have low credit risk at the reporting date. Accordingly, for these financial assets, the loss allowance is measured at an amount equal to 12m ECL. The low credit risk assumption has been applied for the majority of the bank balances.

	For financial guarantee contracts, the Group considers the changes in the risk that the specified debtor will default on the contract. Further details on the financial guarantee are disclosed in Note 33.

	If not measured as a financial liability at FVTPL and if not arising from a transfer of a financial asset, financial guarantee contracts issued by the Group are subsequently measured at the higher of the following: (a) the amount of the loss allowance determined in accordance with IFRS 9; and (b) the amount initially recognised less, where appropriate, cumulative amount of income recognised in accordance with the revenue recognition policies. In the case of financial guarantee contracts, the maximum exposure to credit risk is the maximum amount the entity could have to pay if the guarantee is called on.

	Definition of default

	The Group and the Company consider the following as constituting an event of default for internal credit risk management purposes as historical experience indicates that receivables that meet either of the following criteria are generally not recoverable:


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Definition of default (continued)

	- when there is a breach of financial covenants by the counterparty; or
	- information developed internally or obtained from external sources indicates that the debtor is unlikely to pay its creditors, including the Company, in full (without taking into account any collateral held by the Company).

	Irrespective of the above analysis, the Group and the Company consider that default has occurred when a financial asset is more than 90 days past due unless there is reasonable and supportable information to demonstrate that a more lagging default criterion is more appropriate.

	Credit-impaired financial assets

	A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future cash flows of that financial asset have occurred.

	Evidence that a financial asset is credit-impaired includes observable data about the following events:
	a) significant financial difficulty of the issuer or the borrower;
	b) a breach of contract, such as a default or past due event;
	c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
	d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation; or
	e) the disappearance of an active market for that financial asset because of financial difficulties.

	Write-off policy

	The Group and Company writes off a financial asset when there is information indicating that the counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for example when the counterparty has been placed under liquidation or has entered into bankruptcy proceedings.

	Measurement and recognition of ECLs

	For financial assets, the credit loss is the difference between all contractual cash flows that are due in accordance with the contract and all the cash flows that are expected to be received, discounted at the original effective interest rate. ECLs represent the weighted average of credit losses with the respective risks of a default occurring as the weights.

	The Company recognises a loss allowance for expected credit losses on loans and trade receivables. The Company recognises lifetime estimate credit losses for loans and trade receivables. The expected credit losses on these financial assets are estimated using the Company’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value of money where appropriate.

	For a financial guarantee contract, as the Group is required to make payments only in the event of a default by the debtor in accordance with the terms of the instrument that is guaranteed, the expected loss allowance is the expected payments to reimburse the holder for a credit loss that it incurs less any amounts that the Group expects to receive from the holder, the debtor or any other party. For financial guarantee contracts, the loss allowance is recognised as a provision.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Collective basis

	If evidence of a significant increase in credit risk at the individual instrument level is not yet available, the Group and the Company perform 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, such as behavioural patterns, payment discipline and debt recovery potential.

	Revenue recognition

	The Group recognises revenue from the following major sources:
	- cargo handling
	- storage of containers

	Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts collected on behalf of third parties. The Group recognises revenue when (or as) it satisfies a performance obligation by transferring control of a promised good or service to the customer.

	Cargo handling

	This constitutes income from cargo handling, including loading, unloading and transportation of cargo and similar services, such as mooring, provided at the terminal to the Group’s customers, being mainly ship liners. The fees which are charged to customers for the services provided by the Group are based on a number of underlying metrics, such as the weight of containers, which are monitored by the Group through a detailed coding system and which become known by the time the services are provided. The customers are generally billed after the provision of such services and thus no contract liabilities are recognised by the Group in this respect. Such services are recognised over time as the services are provided and given the short duration of such services, no significant contract assets are recognised by the Group at the reporting date. A receivable is recognised by the Group until the actual payment is made by the respective customers. There is not considered to be a significant financing component in such arrangements with customers as the period between the recognition of revenue and the payment by the customer is less than one year.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Revenue recognition (continued)

	Storage of containers

	This constitutes revenue generated through the provision of container storage facilities at the terminal, which revenue falls within the scope of IFRS 15 as opposed to IFRS 16. The performance obligation is to provide storage facilities to the respective customers, including ship liners, over the required duration. The transaction price is based on a fee structure which is based on a fixed fee per day subject to certain free days which are generally not considered to have a material effect on the allocation of the transaction price over the duration of the contract. The customers are billed monthly in arrears and thus no contract liabilities or contract assets are recognised by the Group in this respect. Such services are recognised over time. A receivable is recognised until the actual payment is made by the respective customers. There is not considered to be a significant financing component in such arrangements with customers as the period between the recognition of revenue and the payment by the customer is less than one year.

	Interest income

	Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the financial asset. Interest income is recognised to the extent that is probable that future economic benefits will flow to the Group and these can be measured reliably.

	Rent receivable

	Rent is recognised as disclosed in the accounting policy on leases.

	Dividend income

	Dividend income is recognised when the shareholder’s right to receive payment is established. Dividend income is recognised to the extent that it is probable that future economic benefits will flow to the Group and these can be measured reliably.

	Borrowings costs

	Borrowing costs include the costs incurred in obtaining external financing.

	Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised from the time that expenditure for these assets and borrowing costs are being incurred and activities that are necessary to prepare these assets for their intended use or sale are in progress. Borrowing costs are capitalised until such time as the assets are substantially ready for their intended use or sale. Borrowing costs are suspended during extended period in which active development is interrupted. All other borrowing costs are recognised as an expense in profit or loss in the period in which they are incurred.

	Leases

	The group assesses whether the contract is, or contains, a lease at inception of a contract. 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.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Leases (continued)

	The lease term is determined as the non-cancellable period of a lease, together with both:
		(a) periods covered by an option to extend the lease if the lessee is reasonably certain to exercise that option; and
		(b) periods covered by an option to terminate the lease if the lessee is reasonably certain not to exercise that option.

	The company as a lessee:

	The Company recognises a right-of-use asset and a corresponding lease liability with respect to all lease arrangements in which it is the lessee, unless otherwise stated below.

	Where a right-of-use asset and a corresponding lease liability is recognised, the lease liability is initially measured at the commencement date at the present value of the lease payments that are not paid at that date, discounted by using the rate implicit in the lease. If this rate cannot be readily determined, the Company uses its incremental borrowing rate.

	Lease payments included in the measurement of the lease liability comprise:
		(a) fixed lease payments (including in-substance fixed payments), less any lease incentives receivable;
		(b) variable lease payments that depend on an index or a rate, initially measured using the index or rate at the commencement date;
		(c) the amount expected to be payable by the lessee under residual value guarantees;
		(d) the exercise price of purchase options, if the lessee is reasonably certain to exercise the options; and
		(e) payments of penalties for terminating the lease, if the lease term reflects the exercise of an option to terminate the lease.

	The lease liability is subsequently measured by increasing the carrying amount to reflect interest on the lease liability (using the effective interest method) and by reducing the carrying amount to reflect the lease payments made.

	The Company remeasures the lease liability to reflect revised in-substance fixed lease payments or whenever:
		(a) there is a change in the lease term or a change in the assessment of a purchase option being exercised, in which case the lease liability is remeasured by discounting the revised lease payments using a revised discount rate; or
		(b) there is a change in future lease payments resulting from a change in an index or a rate or a change in the amounts expected to be payable under a residual value guarantee, in which cases the lease liability is remeasured by discounting the revised lease payments using an unchanged discount rate (unless the lease payments change is due to a change in a floating interest rate, in which case a revised discount rate is used). For such remeasurements, the amount is recognised as an adjustment to the right-of-use asset, unless the carrying amount of the right-of-use asset is reduced to zero, in which case the amount is recognised in profit or loss.

	The carrying amount of the lease liability is also remeasured when a lease contract is modified and the lease modification is not accounted for as a separate lease, in which case the lease liability is remeasured based on the lease term of the modified lease by discounting the revised lease payments using a revised discount rate at the effective date of the modification.

	The right-of-use assets are initially measured at the commencement date at cost, being the amount of the initial measurement of the corresponding lease liability, lease payments made (adding initial direct costs and subtracting lease incentives) at or before the commencement day.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Leases (continued)


	The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses.

	Right-of-use assets are depreciated over the shorter period of the lease term and the useful life of the underlying asset. If a lease transfers ownership of the underlying asset or the cost of the right-of-use asset reflects that the Company expects to exercise a purchase option, the related right-of-use asset is depreciated over the useful life of the underlying asset. The depreciation starts at the commencement date of the lease. The Company applies the accounting policy entitled ‘Impairment of other assets’ to determine and to measure the extent of any impairment losses on the right-of-use assets.

	In the statement of financial position, right-of-use assets that do not meet the definition of investment property are included separately from other assets. In the statement of financial position, right-of-use assets that meet the definition of investment property are presented with investment property. In the statement of financial position, lease liabilities are included separately from other liabilities.

	In the statement of profit or loss and other comprehensive income, interest expense on the lease liability is presented separately from the depreciation charge for the right-of-use asset. In the statement of cash flows, cash payments for the principal portion of the lease liability are presented within financing activities and cash payments for the interest portion of the lease liability are presented within operating activities.

	The company as a lessor:

	Leases for which the Company is a lessor continue to be classified as finance or operating leases. Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards incidental to ownership to the lessee. All other leases are classified as operating leases. Lease classification is made at the inception of the lease, which is the earlier of the date of the lease agreement and the date of commitment by the parties to the principal provisions of the lease.

	Leased assets are presented in the statement of financial position according to their nature and are tested for impairment in accordance with the company’s accounting policy on impairment. Depreciable leased assets are depreciated in accordance with the company’s accounting policy on depreciation. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease unless another systematic basis is more representative of the pattern in which benefit from the use of the underlying asset is diminished. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount of the leased asset.

	When a contract includes lease and non-lease components, the Company applies IFRS 15 to allocate the consideration under the contract to each component.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Taxation

	Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on tax rates that have been enacted or substantively enacted by the end of the reporting period.

	Current tax assets and liabilities are offset when the company has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.

	Deferred tax assets and liabilities are offset when the company has a legally enforceable right to set off its current tax assets and liabilities and the deferred tax assets and liabilities relate to income taxes levied by the same taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.

	Deferred tax liabilities are not recognised for taxable temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where the company is able to control the timing of the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax assets are recognised for deductible temporary differences arising on investments in subsidiaries/associates/interests in joint arrangements where it is probable that taxable profit will be available against which the temporary difference can be utilised and it is probable that the temporary difference will reverse in the foreseeable future.

	Corporate income tax expenses in relation to the subsidiaries incorporated in Latvia are included in financial statement based on management calculations according to laws of Republic of Latvia.

	Corporate income tax is applicable to distributed profits and several expenses that would be treated as profit distribution. In case of reinvestment of profit, corporate income tax shall not be applied. The applicable corporate income tax rate is 20%.

	In accordance with International Accounting Standard No 12 “Income Taxes” requirements, in cases where income tax is payable at a higher or lower rate, depending on whether the profit is distributed, the current and deferred tax assets and liabilities are measured at the tax rate applicable to undistributed profits. In Latvia the applicable rate for undistributed profits is 0%.

	Corporate income tax is calculated at the profit distribution (net amount to be paid to shareholders). Corporate income tax will be disclosed as tax payable at the period when shareholders decide to distribute profit.

	Current and deferred tax is recognised in profit or loss, except when it relates to items recognised in other comprehensive income or directly to equity, in which case the current and deferred tax is also dealt with in other comprehensive income or in equity, as appropriate.

	Current tax is based on the taxable result for the period. The taxable result for the period differs from the result as reported in profit or loss because it excludes items which are non-assessable or disallowed and it further excludes items that are taxable or deductible in other periods. It is calculated using tax rates that have been enacted or substantively enacted by the end of the reporting period. Where income taxes are payable at a higher or lower rate, if part or all of the net profit or retained earnings is paid out as a dividend to shareholders of the entity then current and deferred tax assets and liabilities are measured at the tax rate applicable to undistributed profits.

	Deferred tax is accounted for using the balance sheet liability method in respect of temporary differences arising from differences between the carrying amount of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.

	Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Employee benefits

	The company contributes towards the state pension in accordance with local legislation. The only obligation of the company is to make the required contributions. Costs are expensed in the period in which they are incurred.

	Currency translation

	The individual financial statements of each group entity are presented in their functional currency, being the currency of the primary economic environment in which the entity operates (its functional currency). For the purposes of the group financial statements, the results and financial position of each entity are expressed in Euro, which is the functional currency of the company.

	In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional currency (foreign currencies) are recorded at rates of exchange prevailing on the dates of the transactions. At the end of each reporting period, monetary items denominated in foreign currencies are retranslated at the rates prevailing on the end of the reporting period. Non-monetary items carried at fair value that are denominated in foreign currencies are re-translated at the rates prevailing on the date when the fair value was determined.

	Non-monetary items that are measured in terms of historical cost in a foreign currency are not re-translated. Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are included in profit or loss. Exchange differences arising on the re-translation of non-monetary items carried at fair value are included in profit or loss for the period except for differences arising on the re-translation of non-monetary items in respect of which gains or losses are recognised in other comprehensive income. For such non-monetary items, any exchange component of that gain or loss is also recognised in other comprehensive income.

	Goodwill and fair value adjustments arising on the acquisition of a foreign operation are treated as assets and liabilities of the foreign operation and translated at the closing rate.

	Cash and cash equivalents

	Cash and cash equivalents comprise cash on hand and demand deposits. 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.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


2	Significant accounting policies (continued)

	Dividends

	Dividends to holders of equity instruments are recognised as liabilities in the period in which they are declared. Dividends to holders of equity instruments are recognised directly to equity.

3	Judgements in applying accounting policies and key sources of estimation uncertainty

	In the process of applying the group’s and company’s accounting policies, management has made no judgements which can significantly affect the amounts recognised in the financial statements and, at the end of the reporting period, there were no key assumptions concerning the future, or any other key sources of estimation uncertainty, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year other than as disclosed in notes 15, 17 and also as disclosed below:

	Assessment for impairment of assets

	The group reviews property, plant and equipment, intangible assets, investments, loans receivable, trade receivables, to evaluate whether events or changes in circumstances indicate that the carrying amounts may not be recoverable. The company reviews investment in subsidiaries, loans receivable, trade receivables and other investments for impairment. At the period-end there was no objective evidence of impairment in this respect.

	Furthermore, financial assets measured at amortised cost are tested in terms of the ECL model.

	In addition, the group tests goodwill annually for impairment or more frequently if there are indications that goodwill might be impaired. Determining whether the carrying amount of goodwill can be realised requires an estimation of the recoverable amount of the cash generating units.

	Goodwill arising on a business combination is allocated, to the cash-generating units (“CGUs”) that are expected to benefit from that business combination.

	The carrying amount of goodwill amounting to € 13,184,904 arises on a business combination made in 2014 and has been allocated to the business of SIA Baltic Container Terminals.

	The recoverable amounts of the CGUs are determined from value in use calculations. The key assumptions for value in use calculations are those regarding the discount rates, growth rates and expected changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates that reflect current market assessment of the time value of money and specific risks. The growth rates are based on forecasts which are based on past experience and estimates which the directors consider to be appropriate in the circumstances. Changes in selling price and direct costs are based on best practices and expectations of future changes in the market. The group prepares cash flow forecasts derived from the most recent financial budgets approved by directors.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


3	Judgements in applying accounting policies and key sources of estimation uncertainty (continued)

	The assessment of recoverability of the carrying amount of goodwill includes:

	•	forecasted projected cash flows for the next 5 years and projection of terminal value using the perpetuity method;
	•	growth rate of 2.5% for next five years and 2% till perpetuity (2021: 2%); and
	•	use of 10.82% (pre-tax) (2021: 7.51%) to discount the projected cash flows to net present values.

	Based on the above assessment, the directors expect the carrying amount of goodwill to be recoverable and there is no impairment in value of the goodwill.

	Useful life and revaluation of property, plant and equipment

	Useful lives of property, plant and equipment are assessed at each balance sheet date and changed, if necessary, to reflect the directors' current view on their remaining useful lives in the light of changes in technology, the remaining prospective economic utilisation of the assets and their physical condition.

	Effective from 1 January 2016, Baltic Contacin Terminals (BCT) has assessed the remaining useful lives of all buildings, structures and areas of cargo storage based on the evaluation performed by a certified independent valuator. As a result, the useful life of the majority of the above-noted assets was prolonged. After this change, the useful life of the buildings range from 20 years to 90 years.

	The directors evaluate whether there have been significant changes in the fair values of property which is carried at revalued amounts. Revaluation of property during the year amounted to €3,685,403. Further details on the revaluation were disclosed in Note 15.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


4	Initial application of International Financial Reporting Standard and International Financial Reporting Standards in issue but not yet effective

	Initial application of International Financial Reporting Standards

	During the financial year ended 31 December 2022, the Group and the Company adopted new standards, amendments and interpretations to existing standards that are mandatory for accounting period beginning on 1 January 2022. The adoption of the following standards did not result in significant changes to these financial statements:

	Amendments to IAS 37 - Onerous contracts - cost of fulfilling a contract (effective for financial years on or after 1 January 2022). The amendments deal with costs a company should include as the cost of fulfilling a contract when assessing whether a contract is onerous.

	Amendments to IFRS 3 - Reference to the conceptual framework (effective for financial years on or after 1 January 2022). The amendments update an outdated reference in IFRS 3 without significantly changing its requirements.

	Amendments to IAS 16 - Property, plant and equipment - proceeds before intended use (effective for financial years on or after 1 January 2022). The amendments address the proceeds from selling items produced while bringing an asset into the location and condition necessary for it to be capable of operating in the manner intended by management.

	Amendments to IFRS 9 (as part of the 2018 - 2020 Annual Improvement cycle) - Financial instruments (effective for financial years on or after 1 January 2022). The amendments clarify which fees an entity includes when it applies the ’10 per cent test’ in assessing whether to derecognise a financial liability.

	Amendment to IFRS16 - COVID-19 - Related Rent Concessions beyond 30 June 2021 (effective for financial years on or after 1 April 2021, earlier application permitted).

	International Financial Reporting Standards in issue but not yet effective

	Up to the date of approval of these financial statements, certain new standards, amendments and interpretations to existing standards have been published but are not yet effective for the current reporting period and which have not been adopted early.

	Amendments to IAS 1 - Classification of Liabilities as Current or Non-Current (effective for financial years on or after 1 January 2024 by virtue of the October 2022 Amendments) and Non-Current Liabilities with Covenants. The amendments affect only the presentation of liabilities in the statements of financial position and not the amount or timing of recognition of any asset, liability income or expenses. The amendments:

	a) clarify that the classification of liabilities as current or non-current should be based on rights that are in existence at the end of the reporting period and align the wording in all affected paragraphs to refer to the "right" to defer settlement by at least twelve months and make explicit that only rights in place "at the end of the reporting period" should affect the classification of a liability, and covenants that need to be complied with after the reporting period should not affect that classification;


Mariner Finance p.l.c

Notes to the financial statements
31 December 2021


4	Initial application of International Financial Reporting Standard and International Financial Reporting Standards in issue but not yet effective (continued)

	International Financial Reporting Standards in issue but not yet effective (continued)

	b) clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer settlement of a liability.

	c) make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets or services; and

	d) Introduce additional presentation and disclosure requirements for liabilities that are subject to covenants.

	Amendments to IAS 1 and 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 to explain and demonstrate the application of the ‘four-step materiality process’ to accounting policy information in order to support the amendments to IAS 1.

	Amendments to IAS 8 - Definition of Accounting Estimates (effective for financial years on or after 1 January 2023). The changes to IAS 8 focus entirely on accounting estimates and introduces a definition of “accounting estimates”; it also removes the explanation of what constitutes a change in accounting estimates. Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. A change in accounting estimate that results from new information or new developments is not the correction of an error and a change in an accounting estimate may affect only the current period’s profit or loss, or the profit or loss of both the current period and future periods.

	Amendments to IAS 12 - Deferred Tax related to Assets and Liabilities arising from a Single Transaction (effective for financial years on or after 1 January 2023). The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

	An entity applies the amendments to transactions that occur on or after the beginning of the earliest comparative period presented. It also, at the beginning of the earliest comparative period presented, recognises deferred tax for all temporary differences related to leases and decommissioning obligations and recognises 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.

	The directors of the Company are in the process of assessing the potential impact, if any, of these Standards on the separate and consolidated financial statements.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


5	Segment information

	The group operates one main business activity which is the operation of a sea terminal in Riga, Latvia. Apart from this the group also owns an investment property in Riga which it rents to third parties. Each of these operating segments is managed separately as each of these lines requires local resources.

	The accounting policy for identifying segments is based on internal management reporting information that is regularly reviewed by the chief operating decision maker.

	Revenue reported below represents revenue generated from external customers. There were no intersegment sales in the year. The group's reportable segments under IFRS 8 are direct sales attributable to each business activity.

	The group operates solely in Latvia.

	The group has in total two customers whose respective revenue generation exceeds 10% of the Group's total revenue. These two customers' represent 26% and 23% (2021 - 25% and 21%) of the cargo handling business.

	Measurement of operating segment profit or loss, assets and liabilities

	Segment profit represents the profit earned by each segment after allocation of central administration costs and finance costs, other than that related to the bonds issued by the holding company, based on services and finance provided. This is the measure reported to the chief operating decision maker for the purposes of resource allocation and assessment of segment performance.

	The accounting policies of the reportable segments are the same as the group's accounting policies described in note 2.

	Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported below:

	Profit before tax	2022	2021
		€	€

	Total profit for reportable segments	8,435,137	5,111,603
	Unallocated amounts:
	Bond interest expense	(1,895,711)	(1,855,000)
	Other unallocated amounts	(508,493)	(356,950)

		6,030,933	2,899,653


	Assets	2022	2021
		€	€

	Total assets for reportable segments	72,286,368	69,193,196
	Unallocated amounts:
	Goodwill	13,184,904	13,184,904
	Trade and other receivables	19,252,417	38,403
	Loans and receivables	23,119,577	19,506,046
	Cash and cash equivalents	470,706	425,626

		128,313,972	102,348,175


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


5	Segment information (continued)

	Liabilities			2022	2021
				€	€

	Total liabilities for reportable segments			10,663,370	13,641,613
	Unallocated amounts
	Debt Securities in issue			53,875,714	34,788,672
	Trade and other payables			1,459,527	988,470

				65,998,611	49,418,755


	The group's revenue and results from continuing operations from external customers and information about its asset and liabilities by reportable segments are detailed below:

		Cargo handling and storage of containers

			Property
			rental	Unallocated	Total
	Continuing operations	2022	2022	2022	2022
		€	€	€	€

	Revenue	19,465,743	-	-	19,465,743
	Other operating income	476,136	431,181	20,369	927,686


	Operating income	19,941,879	431,181	20,369	20,393,429


	Investment income	271,664	23,000	-	294,664


	Interest expense	348,973	-	2,155,454	2,504,427


	Earnings before interest, tax, depreciation and amortisation	10,460,295	228,850	(248,750)	10,440,395



	Profit/(loss) before tax	8,184,332	250,805	(2,404,204)	6,030,933


	Depreciation and amortisation	2,198,654	1,045	-	2,199,699


	Total assets	67,502,358	4,784,010	56,027,604	128,313,972


	Total non-financial non current assets	54,375,888	4,497,281	13,184,904	72,058,073


	Capital expenditure	1,011,415	-	-	1,011,415


	Total liabilities	10,638,455	24,917	55,335,239	65,998,611


	Income tax expense	318,440	50	11,905	330,395


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


5	Segment information (continued)

		Cargo handling and storage of containers


			Property
			rental	Unallocated	Total
		2021	2021	2021	2021
		€	€	€	€
	Continuing operations
	Revenue	14,717,208	-	-	14,717,208
	Other operating income	290,607	270,233	-	560,840


	Operating income	15,007,815	270,233	-	15,278,048


	Investment income / (loss)	279,678	(209,000)	29,033	99,711


	Interest expense	341,753	-	1,855,000	2,196,753


	Earnings before interest, tax, depreciation and amortisation	7,387,654	38,518	(176,983)	7,249,189


	Profit/(loss) before tax	5,073,544	38,059	(2,211,950)	2,899,653


	Depreciation and amortisation	2,252,035	459	-	2,252,494


	Total assets	64,650,917	4,542,280	33,154,979	102,348,176


	Total non-financial non current assets	52,024,141	4,444,358	13,184,904	69,653,403


	Capital expenditure	456,901	-	-	456,901


	Total liabilities	13,593,429	48,185	35,777,142	49,418,756


	Income tax expense	252,245	50	14,947	267,242


6	Revenue

	Revenue represents the amount receivable for services rendered during the year, net of any indirect taxes, as follows:
		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Cargo handling	16,464,130	13,003,096	-	-
	Storage of containers	3,001,613	1,714,112	-	-
		19,465,743	14,717,208	-	-


	All this revenue is recognised over time. Contracts with customers for cargo handling and the storage of containers generally have an original expected duration of one year or less and are recognised in terms of the Group’s accounting policies for revenues.

7	Other operating income
		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Rental and related income	705,908	467,445	419,022	260,837
	Income from exchange fluctuation	84,102	-	20,369	-
	Other operating income	137,676	93,395	12,159	9,396

		927,686	560,840	451,550	270,233


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


8	Net investment income

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Interest income on bank deposits	-	191	-	191
	Interest income on related
	party loans	271,664	278,134	2,054,342	2,054,342

	Total interest income on financial
	assets not classified at fair
	value through profit and loss	271,664	278,325	2,054,342	2,054,533
	Dividend from subsidiary	-	-	3,684,000	1,855,500
	Gain/(Loss) on revaluation of investment
	property	23,000	(209,000)	23,000	(209,000)
	Income from
	other investments	-	30,386	-	28,842

		294,664	99,711	5,761,342	3,729,875


9	Finance costs

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Interest on bank loans and overdraft	169,838	230,324	-	-
	Interest on lease liabilities	179,135	111,429	-	-
	Interest on debt securities in issue	1,895,711	1,855,000	1,895,711	1,855,000
	Bond exchange premium	259,743	-	259,743	-

		2,504,427	2,196,753	2,155,454	1,855,000


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


10	Profit before tax

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	This is stated after charging
	Depreciation of property, plant and equipment	1,830,969	1,875,334	1,045	459
	Depreciation of right-of-use assets	326,711	326,711	-	-
	Amortisation	42,019	50,449	-	-
	Income from other investments.	-	(30,386)	(37)	(28,842)
	Utilities, maintenance, transport and other operating costs	1,761,775	1,536,382	-	-
	Professional and legal fees	1,217,387	923,451	117,095	114,640
	Fuel, lubricants, spare parts and other materials	1,343,599	769,158	-	-

		6,522,460	5,451,099	118,103	86,257


	The amount that is payable to the auditor is as follows:

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Total remuneration payable to the
	parent company's auditors for the
	audit of the financial statements	21,000	20,000	3,000	3,000
	Total fees payable to other auditors	39,700	34,200	-	-
	Total fees payable to the parent
	company's auditors for non-audit
	services other than other assurance
	services
	- tax compliance	1,610	1,250	1,610	1,250
	- other assurance and
	tax advisory	-	8,000	-	-

		62,310	63,450	4,610	4,250


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


11	Key management personnel compensation

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Directors' compensation
	Short-term benefits:
	Fees	15,000	15,000	15,000	15,000
	Other key management
	personnel:
	Short-term benefits:
	Management remuneration	540,238	471,114	-	-

		555,238	486,114	15,000	15,000


12	Staff costs and employee information

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Staff costs:
	Wages and salaries	3,403,345	3,153,485	-	-
	Social security costs	785,192	736,419	-	-

		4,188,537	3,889,904	-	-


	The average number of persons employed during the year, including executive directors, was made up as follows:

		Group		Holding company
		2022	2021	2022	2021

	Operations	167	172	-	-
	Administration	13	12	-	-

		180	184	-	-


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


13	Income tax expense

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Current tax expense	299,225	287,242	11,905	14,947
	Deferred tax expense/(credit) (note 26)	31,170	(20,000)	-	-

		330,395	267,242	11,905	14,947


	Tax applying the statutory domestic income tax rate and the income tax expense for the year are reconciled as follows:

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Profit before tax	6,030,933	2,899,653	3,592,092	1,742,179


	Tax at the applicable	2,110,827	1,014,879	1,257,232	609,763
	rate of 35%

	Tax effect of:
	Disallowed expenditure	938,361	1,030,585	216,739	179,361
	Income subject to lower tax rates	(43,666)	(54,872)	(43,666)	(54,872)
	Dividend income participation exemption	-	-	(1,289,349)	(649,425)
	Different tax rates of subsidiaries
	operating in other jurisdictions	(1,692,450)	(1,653,470)	-	-
	Income not subject to tax	(982,677)	(69,880)	(129,051)	(69,880)

	Income tax expense
	for the year	330,395	267,242	11,905	14,947


	Based on the Corporate Income tax law of the Republic of Latvia, corporate income tax (“CIT”) is applicable to distributed profits and several expenses that would be treated as profit distribution. In case of reinvestment of profit CIT shall not be applied. In Latvia undistributed profits are not subject to CIT. The effective CIT rate in Latvia is 25% on distributed profits. Nonetheless, BCT avails itself of a discounted rate equivalent to 5% in accordance with the provisions of the Law 'On the Application of Taxes in Free Ports and Special Economic Zones.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


14	Dividend

	No dividend has been declared for the year ended 31 December 2022 (2021 - nil).

15	Property, plant and equipment

	Group
				Furniture	Fixed
		Land and	Plant and	fittings and	assets under
		buildings	equipment	equipment	construction	Total
		€	€	€	€	€
	Cost or valuation
	At 01.01.2021	48,032,344	16,059,966	1,480,634	438,219	66,011,163


	Additions	5,000	250,000	44,527	150,335	449,862
	Disposals	-	(6,003)	(58,487)	-	(64,490)
	Reclassification	103,005	180,000	10,088	(293,093)	-


	At 01.01.2022	48,140,349	16,483,963	1,476,762	295,461	66,396,535
	Additions	21,080	1,200	162,625	826,510	1,011,415
	Revaluation	5,736,694	-	-	-	5,736,694
	Disposals	-	(148,926)	(185,062)	(86,608)	(420,596)
	Reclassification	54,141	261,979	2,567	(318,687)	-


	At 31.12.2022	53,952,264	16,598,216	1,456,892	716,676	72,724,048


	Accumulated depreciation
	At 01.01.2021	8,824,229	11,166,629	1,024,451	-	21,015,309


	Provision for the year	1,195,894	564,619	114,821	-	1,875,334
	Eliminated on disposal	-	(6,003)	(57,602)	-	(63,605)


	At 01.01.2022	10,020,123	11,725,245	1,081,670	-	22,827,038
	Revaluation	2,051,291	-	-	-	2,051,291
	Provision for the year	1,182,317	519,961	128,691	-	1,830,969
	Eliminated on disposal	-	(148,926)	(156,221)	-	(305,147)


	At 31.12.2022	13,253,731	12,096,280	1,054,140	-	26,404,151


	Carrying amount
	At 31.12.2021	38,120,226	4,758,718	395,092	295,461	43,569,497


	At 31.12.2022	40,698,533	4,501,936	402,752	716,676	46,319,897



	The group applies the revaluation model for the real estate, which includes warehouse complex, administration buildings, open areas for cargo storage, access roads to railway and warehouse building. The latest valuation report was made by independent certified expert dated 13 February 2023. The valuation cash flows include revenue from storage and related on-shore handling fees, taking into consideration the location of the property in the port area and access to the other assets owned by the group. According to the latest valuation report the fair value of valuated property is € 40,063,000, which exceeds the net carrying value of the real estate of € 36,377,597. As a result of revaluation, the fair value of the revalued property increased by € 3,685,403. The group has chosen to restate gross carrying amount and accumulated depreciation of the asset proportionally to the change in carrying amount.

	The fair value was determined based on income approach. The valuation corresponds to Level 3 of fair value determination hierarchy as per IFRS 13. The main Level 3 inputs used by the group are discount rates, capitalisation rates, and expected utilisation rate estimated by an external certified valuator based on comparable transactions and industry data.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


15	Property, plant and equipment (continued)

	Group (continued)


	The following table summarizes the key quantitative information about the significant unobservable inputs used in recurring Level 3 fair value measurements as of 31 December 2022.

	Unobservable inputs	2022	2021	Relationship of unobservable inputs to fair value
	Unobservable inputs	Amount	Amount	Relationship of unobservable inputs to fair value

	Discount rate	13.21%	11.95%	The higher the discount rate and capitalisation rate, the lower the fair value
	Capitalisation rate	12.21%	10.53%
	Expected utilisation rate	72.32 - 75%	68 - 73%	The higher the utilisation rate, the higher the fair value

	The carrying amount of land and buildings that would have been included in the financial statements had these assets been carried at cost less accumulated depreciation and accumulated impairment losses is € 24,389,795 (2021: € 25,082,256).

	The depreciation charge is presented within cost of sales and administrative expenses in the statement of profit or loss and other comprehensive income.

	Holding company
					Furniture,
					fittings and
					equipment
					€
	Cost or valuation
	At 01.01.2021				1,705


	Additions				791


	At 01.01.2022				2,496
	Additions				30,969


	At 31.12.2022				33,465


	Accumulated
	depreciation
	At 01.01.2021				680
	Provision for the year				459


	At 01.01.2022				1,139


	Provision for the year				1,045


	At 31.12.2022				2,184


	Carrying amount
	At 31.12.2021				1,357


	At 31.12.2022				31,281


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


16	Intangible assets

	Group
		Computer
		Software
		€
	Cost
	At 01.01.2021	960,673
	Additions	7,039


	At 01.01.2022	967,712
	Additions	-


	At 31.12.2022	967,712


	Accumulated Depreciation
	At 01.01.2021	399,311
	Provision for the year	50,449


	At 01.01.2022	449,760
	Provision for the year	42,019


	At 31.12.2022	491,779


	Carrying amount
	At 31.12.2021	517,952


	At 31.12.2022	475,933


	Computer software pertains to the terminal operating software used to control and manage the operations throughout the terminal.

	The amortisation expenses on intangible assets has been included in the line item “Administrative expenses” in the statement of profit or loss and other comprehensive income.

	Included within the Group's software is an item with a carrying amount of € 439,942 (2021: € 481,962) and will be fully amortised in 14 years.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


17	Investment property

	Group and Holding Company

		Group and Holding Company
		€
	Fair value
	At 01.01.2021	4,652,000
	Fair value movement	(209,000)


	At 01.01.2022	4,443,000
	Fair value movement	23,000


	At 31.12.2022	4,466,000


	Carrying amount
	At 31.12.2021	4,443,000


	At 31.12.2022	4,466,000


	The fair value of investment properties has been arrived at on the basis of recent valuations carried out by independent professionally qualified valuators on the basis set out below. In estimating the fair values of properties, the highest and best use of the properties was used. The fair value of the group's investment property has been arrived at using Level 3 (2021 - Level 3) inputs as defined in IFRS.

	The expenses incurred in operating the investment property amounted to € 121,506 (2021 - € 135,093).

	Investment property carried at € 4,384,000
	The investment property represents a building in Riga, Latvia. The fair value has been determined based on an independent certified expert's valuation dated 25 January 2023. The valuer used two different methods of valuing the property, the market approach whereby the valuer compared the selling price of similar properties in the same location where the property is located and the income approach whereby the valuer estimated potential net income from rent using occupancy rates and market and historical trends. The fair value has been determined assuming utilisation rates from 71% to 90% (2021 - 64% to 100%), discount rates of 17.24%, 10.74%, 9.34% and 8.84% for years 1 to 4 (2021 - 8.91%) for the forecasted period, projected annual growth rate of 2.5% (2021 - 2.5%) and a capitalisation rate of 6.34% (2021 - 6.41%). The higher the discounting and capitalisation rate, the lower the fair value. The higher the utilisation and growth rate, the higher the fair value. As a result of this revaluation, the fair value of the investment property has increased by € 23,000.

	Investment property carried at € 82,000
	The investment property represents a land in the territory of Latvia. The fair value has been determined based on independent certified expert's valuation dated 30 January 2018. The fair value has been determined based on the income approach assuming that the land plot is separated in 3 land plots and certain investments in infrastructure are made. Discount rate applied is 8.12%.

	The Group's management evaluated whether there have been significant changes in the fair value of investment property since December 2017 and concluded that the fair value approximates the carrying amount.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


17	Investment property (continued)

	Operating leases - as Lessor

	Operating leases related to investment property owned by the company with lease terms of between 3-13 years. The rental income earned by the group under operating leases amounted to € 419,022 (2021 - € 260,837). Direct operating expenses incurred by the group are € 121,506 (2021 - € 134,635) in relation to the investment property during the year. In 2022, the income relating to variable lease payments to the company that do not depend on an index or a rate amounted to € 277,403 (2021 - € 162,514). The unguaranteed residual values do not represent a significant risk for the Company, as they relate to property which is located in a location with a stable value over the last few years. The Company did not identify any indications that this situation will change.

	At the end of the reporting period, the respective lessees had outstanding commitments under non-cancellable undiscounted lease payments for operating leases, which fall due as follows:

				Group and Holding Company
				Group and Holding Company
				2022	2021
				€	€

	Within less than 1 year			226,890	153,179



18	Right-Of-Use assets

				Container
		Land	Piers	Crane	Total
		€	€	€	€
	Cost
	At 01.01.2021	1,513,114	1,118,441	5,838,974	8,470,529


	At 31.12.2021	1,513,114	1,118,441	5,838,974	8,470,529


	At 31.12.2022	1,513,114	1,118,441	5,838,974	8,470,529


	Accumulated depreciation
	At 01.01.2021	107,124	79,182	19,462	205,768
	Provision for the year	53,562	39,591	233,558	326,711


	At 31.12.2021	160,686	118,773	253,020	532,479
	Provision for the year	53,562	39,591	233,558	326,711


	At 31.12.2022	214,248	158,364	486,578	859,190


	Carrying amount
	At 31.12.2021	1,352,428	999,668	5,585,954	7,938,050


	At 31.12.2022	1,298,866	960,077	5,352,396	7,611,339



	The Group leases land and piers. The average lease term is 28 years. The lease term of the crane is 3 years. The maturity analyses of lease liabilities is presented in Note 25.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


18	Right-Of-Use assets (continued)	2022	2021
		€	€

	Amounts recognised in profit and loss:

	Depreciation expense on right-of-use assets	326,711	326,711
	Interest expense on lease liabilities	179,135	111,429


		505,846	438,140


	Total cash outflow for leases amounted to € 699,697 (2021: € 808,779).

19	Financial assets

	Investments in subsidiaries

	Holding company

	These are stated at cost and comprise:
			Investment
			in subsidiaries
			€
	Carrying amount

	At 31.12.2021		26,898,805


	At 31.12.2022		26,898,805


	The company's proportion of ownership interest in subsidiaries at 31 December 2022 and their principal activities are as follows:

		Proportion of
		ownership	Principal
		interest	activities
		%

	Mariner Finance Baltic SIA	100 (2021 - 100%)	Holding company
	Baltic Container Terminals SIA	100 (2021 - 100%)	Maritime operations
	(indirectly through Mariner Finance Baltic SIA)

	The registered offices of the following subsidiaries are:

	Mariner Finance Baltic SIA - 1, Merkela Street, Riga, LV-1050, Latvia.
	Baltic Container Terminals SIA - 32, Uriekstes iela, Riga, LV-1005, Latvia

		2022	2021
		€	€
	Capital and reserves:

	Mariner Finance Baltic SIA	35,713,647	35,713,788


	Baltic Container Terminals SIA	57,135,258	51,298,193

	Profit or loss:

	Mariner Finance Baltic SIA	3,683,859	3,384,280


	Baltic Container Terminals SIA	11,582,465	4,801,299


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


19	Financial assets (continued)

	Loans receivable
		Group				Holding Company
			Related				Loan
		Loan to	party	Other		Loan to	to
		parent	loans	loans	Total	parent	subsidiaries	Total
		€	€	€	€	€	€	€
	Amortised cost
	At 31.12.2021	26,283,660	2,097,925	2,181	28,383,766	19,506,046	33,770,457	53,276,503


	Less: Amount
	expected to be
	settled within 12
	months (shown
	under current assets)	414,467	-	-	414,467	-	-	-


	Amount expected
	to be settled
	after 12 months	25,869,193	2,097,925	2,181	27,969,299	19,506,046	33,770,457	53,276,503


	Amortised cost
	At 31.12.2022	30,101,921	2,164,858	5,388	32,272,167	23,119,577	33,770,457	56,890,034


	Less: Amount
	expected to be
	settled within 12
	months (shown
	under current assets)	422,245	-	-	422,245	-	-	-


	Amount expected
	to be settled
	after 12 months	29,679,676	2,164,858	5,388	31,849,922	23,119,577	33,770,457	56,890,034


		Group				Holding company
		Loan	Related			Loan	Loan
		to	party	Other		to	to
		parent	loans	loans	Total	parent	subsidiaries	Total
		€	€	€	€	€	€	€

	Amortised cost
	At 01.01.2021	22,511,635	2,030,974	3,079	24,545,688	15,931,204	35,411,651	51,342,855
	Advances and interest charged	4,611,684	141,951	-	4,753,635	4,014,501	-	4,014,501
	Dividend	-	-	-	-	-	1,855,555	1,855,555
	Repayments	(839,660)	(75,000)	(898)	(915,558)	(439,660)	(3,496,749)	(3,936,409)


	At 31.12.2021	26,283,659	2,097,925	2,181	28,383,765	19,506,045	33,770,457	53,276,502

	Advances and interest charged	5,980,073	66,933	3,207	6,050,213	2,091,343	-	2,091,343
	Dividend	-	-	-	-	-	3,684,000	3,684,000
	Repayments	(2,161,811)	-	-	(2,161,811)	(2,161,811)	(3,684,000)	(5,845,811)
	Reclassification	-	-	-	-	3,684,000	-	3,684,000


	At 31.12.2022	30,101,921	2,164,858	5,388	32,272,167	23,119,577	33,770,457	56,890,034



	All the above loans are denominated in Euro (€).


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


19	Financial assets (continued)

	Loan to subsidiaries and related party

	Holding company:

	The loan due by subsidiary of € 33,770,000 (2021 - € 33,770,000) bears interest at the rate of 6% and is repayable in June 2024. The remaining amounts owed by subsidiaries as at December 2022 are € 457 (December 2021 - € 457) and bear no interest and are repayable on demand.

	Group:

	As of 31 December 2022, the Group had one outstanding loan agreement with Mariner Logistics SIA for the nominal amount of € 1,888,586 (2021: € 3,134,000). The interest rate for the loan is 3.5% per annum. The loan is unsecured. Calculated interest for the reporting year is € 66,936 (2021: € 58,488). The loan repayment date is on 27 February 2024 and 1 March 2025.

	Loan to parent

	Holding company:

	As of 31 December 2022, the company had an outstanding amount due from the parent company of €23,119,577 (2021: €19,506,046). The amount owed is interest free and repayable on demand, however it is not expected to be repaid within twelve months after the end of the reporting period.

	Group:

	As of 31 December 2022, the Group additionally had several outstanding loan agreements with Mariner Capital Limited for the nominal amounts of € 1,700,000, € 2,250,000, € 1,600,000, € 400,000 respectively. The loans issued fall due for repayment by 31 December 2025, 19 June 2027, 31 July 2026 and 11 June 2023, respectively. All loans are unsecured. All loans carry an interest rate of 3.5% per annum. During the reporting year the calculated interest for these loans was € 204,728 (2021: € 211,184).


20	Inventories

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Spare parts	215,539	324,173	-	-
	Raw materials	71,299	92,153	-	-
	Fuel	24,278	18,926	-	-
	Other	24,796	19,598	-	-
	Advance payments for inventory	3,794	-	-	-


		339,706	454,850	-	-


	The amount of inventories recognised as an expense during the year amounted to € 1,343,599 (2021: €778,752). The provision of slow moving inventory recognised in the statement of profit or loss and other comprehensive income amounting to €80,456 is included with cost of sales.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


21	Trade and other receivables

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Trade receivables	3,476,390	3,067,405	8,274	16,592
	Other receivables	19,268,013	52,811	19,236,320	22,306
	Accrued income	-	-	517,807	517,807
	Prepayments	69,692	96,177	16,098	16,097

		22,814,095	3,216,393	19,778,499	572,802


	Trade and other receivables are unsecured, interest free and repayable on demand.

	The accrued income represents the interest accrued from Mariner Finance Baltic SIA as at year-end on the loans and receivables, described in note 19.

	Other receivables include the amount of €19,202,306 which pertain to funds raised from the bond issue which were yet to be deposited by the manager of the bond into the company's bank account. The funds were transferred to the company's bank account in January 2023. Details on debt securities in issue are disclosed in note 27.

22	Trade and other payables

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Trade payables	477,354	395,550	78,689	12,090
	Other payables	427,653	367,567	8,631	6,033
	Accrued interest	1,003,493	950,766	1,003,493	950,766
	Other accruals	628,405	532,741	113,617	44,611
	Bond exchange premium	259,743	-	259,743	-

		2,796,648	2,246,624	1,464,173	1,013,500


	No interest is charged on trade and other payables and are generally settled between 30 and 90 days terms.

	A premium of €1.50 per existing bond surrendered was subsequently paid by the company after year-end to the existing bond holders who took up option to exchange existing bonds for the new bonds. Further details on the bond issue have been included in Note 27

23	Bank loans and overdrafts

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Bank loans	42,016	348,953	-	-
	Bank overdrafts	3,332,505	5,413,996	-	-
	Less: amount due for settlement
	within 12 months (shown under
	current liabilities)	(3,374,521)	(5,720,932)	-	-


	Amount due for settlement
	after 12 months	-	42,017	-	-


	The bank loans and overdrafts are repayable as follows:

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	On demand or within one year	3,374,521	5,720,932	-	-
	In the second year	-	42,017	-	-


		3,374,521	5,762,949	-	-


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


23	Bank loans and overdrafts (continued)

	The maturity of the loan in amount of € 42,016 as of 31 December 2022 is 30 April 2023. Average interest rate for this loan in 2022 was 4% (2021: 3%).

	In 2021, the group had a credit line agreement, overdraft and guarantee facility agreement with a Latvian commercial bank. During the reporting year, the group has signed an amendment agreement to the overdraft and guarantee and credit line agreement, and as a result as of 31 December 2022 the group has available credit line with a limit of twelve million euro. The maturity date of the credit line is 31 August 2023. Average interest rate for both the overdraft and the credit line in 2022 was 4%.

	The borrowings from credit institutions are secured by the following agreements: mortgage collaterals and commercial pledge agreement which in total amount to € 15,600,000, and which includes all movable property owned by the group as of date of signing of the pledge agreement and in the future, cession agreement on receivables.

	At the end of the reporting year the group has fulfilled all loan covenants set in the contracts with credit institutions.

	All bank loans and facilities pertaining to the Group are denominated in Euro (€).

24	Other financial liabilities

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Other loans	64,592	56,265	8,150	8,150
	Deferred income	-	5,540	-	-


		64,592	61,805	8,150	8,150



	Amount due for settlement
	after 12 months	64,592	61,805	8,150	8,150


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


25	Lease Liabilities

		Group
		2022	2021
		€	€

	Maturity analysis:
	Year 1	3,231,200	699,696
	Year 2	58,705	3,231,201
	Year 3	61,679	58,705
	Year 4	64,483	61,677
	Year 5	67,417	64,483
	Onwards	2,120,565	2,187,984


		5,604,049	6,303,746


		Group
		2022	2021
		€	€

	Within 1 year	3,231,200	699,696
	After 1 year	2,372,849	5,604,050


		5,604,049	6,303,746



	The group has a land lease and piers agreement with the Riga Freeport Authority which is valid until 22 March 2047. The annual rent charge is € 92,272 (2021: € 92,272) and € 70,792 (2021: € 70,792) for land lease and piers, respectively. At the end of the reporting period, the group had the following outstanding commitments:

		Group
		2022	2021
		€	€

	Maturity analysis:
	Within 1 year	3,337,826	808,778
	2 to 5 year	652,256	3,827,018
	More than 5 years	3,162,050	3,325,114


		7,152,132	7,960,910



	Lease interest consists of a fixed portion 1.75% and a variable element of 3 month EURIBOR. The maturity of the equipment lease is 15 November 2023. The leased asset with net book value of € 5,352,393 as of 31 December 2022 (2021: € 5,585,952) serves as a collateral for the lease. The Group has paid €1,318,973 upfront on the initial date of the lease.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


26	Deferred taxation

	Group

			Other
		Opening	comprehensive	Recognised	Closing
		balance	income	in profit or loss	balance
		€	€	€	€
	2022
	Arising on:
	Unremitted earnings earmarked for future distribution	240,000	-	31,170	271,170


		240,000	-	31,170	271,170


	2021
	Arising on:
	Unremitted earnings earmarked for future distribution	260,000	-	(20,000)	240,000


		260,000	-	(20,000)	240,000


	Taxation in Latvia

	Corporate income tax (CIT) is applicable to distributed profits and several expenses that would be treated as profit distribution. In case of reinvestment of profit CIT shall not be applied. The applicable CIT rate is 20%. The Company has rights to apply direct tax relief expiring on 31 December 2035 and reduce calculated tax amount by 80%.

	Under International Accounting Standard 12, if Income taxes are payable at a higher or lower rate if part or all of the net profit or retained earnings is paid out as a dividend to shareholders of the entity then current and deferred tax assets and liabilities are measured at the tax rate applicable to undistributed profits. In Latvia, the applicable rate for undistributed profits is 0%. Therefore, in the individual financial statements the deferred tax assets and liabilities are released to the income statement except for any deferred tax assets and liabilities related to the items accounted directly to the equity which are reversed through equity.

	At 31 December 2022, the Group had unused tax credits in Baltic Container Terminal SIA of € 4,421,514 (2021 - € 7,121,377), of which € 15,148 has not been approved by the relevant government authority for which no deferred tax asset has been recognised. The expiry date of the unutilised tax credit is 2035 as per currently enacted Latvian law on Corporate income tax.

	The aggregate amount of temporary differences associated with investments in subsidiaries for which no deferred tax liabilities have been recognised amounts to € 23,487,615 (2021 - € 21,267,033).


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


27	Debt securities in issue

		Group and Holding company
		2022	2021
		€	€

	Non-current
	5.3% bonds redeemable 2024	17,615,903	34,788,672
	5% bonds redeemable 2032	36,259,811	-
		53,875,714	34,788,672


	The bonds which are measures at amortised cost, are analysed below between their face value and the amount of unamortised issue costs.

	Face value of bonds	54,613,600	35,000,000


	Issue costs	1,328,321	656,198
	Accumulated amortisation	(590,435)	(444,870)


	Unamortised issue costs	737,886	211,328


	Amortised cost	53,875,714	34,788,672


	In June 2014, the company issued an aggregate principal amount of € 35 million in Bonds, having nominal value of € 100 each, bearing interest at the rate of 5.3% per annum, payable in arrears. These bonds are unsecured pursuant and subject to terms and conditions in the prospectus dated 2 June 2014, are redeemable at their nominal value in July 2024. € 17,316,200 out of this amount were exchanged to the new 5% bond issued in December 2022. A premium of €1.50 per existing bond surrendered was paid by the company to the existing bond holders who took up option to exchange existing bonds for the new bonds.

	In December 2022 the company issued € 36,929,800 5% unsecured bonds comprising of 369,298 bonds of Euro 100 each and are also pursuant and subject to terms and conditions in the prospectus. The bonds are to be redeemed by the Company on the 16th December 2032. Interest on bonds is due and payable annually in arrears on the 16th December of each year.

	The quoted market price as at 31 December 2022 for the 2024 5.3% Bonds was € 101.5 (2021: € 103)

	The 2023 Bond is admitted to listing on the Official List of the Malta Stock Exchange on 3 January 2023.

	The market value of debt securities on the last trading day before the statement of financial position date was € 17,949,057 (2021: € 36,050,000) for the 5.3% Bonds.

	The 5% unsecured bonds maturing in 2032 started trading on the Malta Stock Exchange on 4 January 2023.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


28	Share capital

				2022 and 2021
					Issued and
				Authorised	called up
				€	€

	50,000 ordinary shares of € 10 each,
	all of which have been issued and called up			500,000	500,000


29	Reserves

	Other equity

	This represents a contribution of € 10,000,000 from the parent, Mariner Capital Limited. This amount is interest free, unsecured and carries no fixed date of repayment. This amount was recognised directly in equity since there is no contractual obligation to repay this amount.

	Revaluation reserve

	This represents the revaluation of the group's land and buildings consisting of the following:
	(i) the increase in the revaluation reserve in 2017 resulting from the reversal of the deferred tax liability;
	(ii) the increase in the revaluation reserve in 2019 and 2022 resulting from the increase in fair value of the group's land and buildings.

	According to Latvian Commercial Law requirements, the revaluation reserve cannot be distributed to shareholders.

	Other reserves

	These represent the effect on other equity recognised on acquisition of subsidiaries in 2013 and cross border merger of Mariner Baltic Holdings SIA in 2019.

30	Cash and cash equivalents

		Group		Holding company
		2022	2021	2022	2021
		€	€	€	€

	Cash at bank	829,931	639,763	743,629	500,921


	Cash at bank earns interest at floating rates based on deposit rates.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


31	Related party disclosures

	The parent and ultimate parent company of the group are Mariner Capital Limited and MEH Holdings Limited, respectively, which are both incorporated in Malta. The registered address of both Mariner Capital Limited and MEH Holdings Limited is 37, Censu Tabone Street, St. Julians STJ 1218, Malta.

	Both Mariner Capital Limited and MEH Holdings Limited prepare consolidated financial statements which may be obtained from the Malta Business Registry.

	The directors consider the ultimate controlling party to be Marin Hili who indirectly owns 60% (2021: 60%) of Mariner Finance p.l.c.

	During the year the group and company paid remuneration to key management personnel as disclosed in note 11.

	During the year under review, the group and company entered into transactions with related parties as set out below.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


31	Related party disclosures (continued)

	Group
			2022			2021
		Related			Related
		party	Total		party	Total
		activity	activity		activity	activity
		€	€	%	€	€	%

	Administration expenses
	Related party
	transactions with:
	Parent	1,101,251	2,435,269	45	813,306	1,883,067	43


	Investment income
	Related party
	transactions with:
	Other related party	66,936	294,664	23	66,950	308,711	22


	Parent company	204,728	294,664	69	211,184	308,711	68


	Holding Company
			2022			2021
		Related			Related
		party	Total		party	Total
		activity	activity		activity	activity
		€	€	%	€	€	%

	Administration expenses
	Related party
	transactions with:
	Parent	60,000	328,839	18	60,000	246,668	24


	Investment income
	Related party
	transactions with:

	Subsidiaries	5,738,342	5,761,342	100	3,909,842	3,938,875	100



	Other related party is Mariner Logistics SIA, which is a wholly-owned subsidiary of the parent company.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


31	Related party disclosures (continued)

	No expense has been recognised during the year arising from bad and doubtful debts in respect of amounts due by related parties.

	The terms and conditions of amounts owed by/to parent and related parties are disclosed in note 19, 21 and 29. These amounts are unsecured and no guarantees were given/received. The terms and conditions in respect of these amounts do not specify the nature of the consideration to be provided in settlement.

	The group, through one of its subsidiaries, had issued a guarantee in favour of a related party for a bank loan amounting to € 178,572 (2021: € 535,715) .

32	Fair value of financial assets and financial liabilities

	At 31 December 2022 and 31 December 2021 the carrying amounts of financial assets and financial liabilities classified with current assets and current liabilities respectively approximated the fair values due to the short-term maturities of these assets and liabilities. The fair values of non-current financial assets that are not measured at fair value, other than investments in subsidiaries, and the fair values of non-current bank loans are not materially different from their carrying amounts due to their current rates of interest. The fair values of financial assets and financial liabilities included in level 2 and level 3 categories below, other than debt securities, have been determined in accordance with generally accepted pricing models based on a discounted cash flow analysis, with the most significance inputs being the discount rate that reflects a market interest rate plus the credit risk of counter parties. The fair value of debt securities is disclosed in note 27.

	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.

	For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value measurement in its entirety.

	For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the Company determines when transfers are deemed to have occurred between Levels in the hierarchy at the end of each reporting period.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


32	Fair value of financial assets and financial liabilities (continued)

	The following tables provide an analysis of financial instruments, other than investments in subsidiaries that are not measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3.

	Group

		Fair value measurement at end of
		the reporting period using:
						Carrying
		Level 1	Level 2	Level 3	Total	amount
		€	€	€	€	€

	2022
	Financial assets
	Loans and receivables
	Loans to parent	-	30,101,921	-	30,101,921	30,101,921
	Loans to other related
	parties	-	2,164,858	-	2,164,858	2,164,858
	Other loans	-	5,388	-	5,388	5,388


		-	32,272,167	-	32,272,167	32,272,167


	Financial liabilities
	Financial liabilities
	at amortised cost
	Debt securities	-	54,878,857	-	54,878,857	53,875,714
	Bank loans	-	42,016	-	42,016	42,016
	Bank overdrafts	-	3,332,505	-	3,332,505	3,332,505


		-	58,253,378	-	58,253,378	57,250,235


	2021
	Financial assets
	Loans and receivables
	Loans to parent	-	26,283,660	-	26,283,660	26,283,660
	Loans to other related
	parties	-	2,097,925	-	2,097,925	2,097,925
	Other loans	-	2,181	-	2,181	2,181


		-	28,383,766	-	28,383,766	28,383,766


	Financial liabilities
	at amortised cost
	Debt securities	-	36,050,000	-	36,050,000	34,788,672
	Bank loans	-	348,953	-	348,953	348,953
	Bank overdrafts	-	5,413,996	-	5,413,996	5,413,996


		-	41,812,949	-	41,812,949	40,551,621


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


32	Fair value of financial assets and financial liabilities (continued)

	Holding company

		Fair value measurement at end of
		the reporting period using:
						Carrying
		Level 1	Level 2	Level 3	Total	amount
		€	€	€	€	€

	2022
	Financial assets
	Loans and receivables
	- receivables from
	parent company	-	23,119,577	-	23,119,577	23,119,577
	subsidiaries	-	33,770,000	-	33,770,000	33,770,000
	related parties	-	457	-	457	457


	Total	-	56,890,034	-	56,890,034	56,890,034



	Financial liabilities
	at amortised cost
	- Debt securities	-	54,878,857	-	54,878,857	53,875,714


	Total	-	54,878,857	-	54,878,857	53,875,714


						Carrying
		Level 1	Level 2	Level 3	Total	amount
		€	€	€	€	€

	2021
	Financial assets
	Loans and receivables
	- receivables from
	parent company	-	19,506,046	-	19,506,046	19,506,046
	subsidiaries	-	33,770,000	-	33,770,000	33,770,000
	related parties	-	457	-	457	457


	Total	-	53,276,503	-	53,276,503	53,276,503


	Financial liabilities
	at amortised cost
	- Debt securities	-	36,050,000	-	36,050,000	34,788,672


	Total	-	36,050,000	-	36,050,000	34,788,672


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management

	The group's activities are exposed to a variety of financial risks including foreign currency, liquidity, interest rate risk and credit risk. The group's management seeks to minimize its potential adverse effects of financial risks on the group's financial performance.

	The exposures to risk and the way risks arise, together with the group's and the company’s objectives, policies and processes for managing and measuring these risks are disclosed in more detail below.

	The objectives, policies and processes for managing financial risks and the methods used to measure such risks are subject to continual improvement and development.

	Where applicable, any significant changes in the company’s exposure to financial risks or the manner in which the company manages and measures these risks are disclosed below.

	Where possible, the company and the group aim 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.

	Credit risk

	Financial assets which potentially subject the company and group to concentrations of credit risk consist principally of loans receivable, trade receivables, and cash at bank which are measured at amortised cost.

	In terms of IFRS 9, the Group and the Company apply an ECL model as apposed to an incurred loss model. Credit risk with respect to trade receivables is limited due to credit control procedures. There is significant credit risk concentration in respect of two customers, who comprise 62% of the group's trade receivables as of end of 2022. There is no significant going concern risk to any of the group's largest customer that the group is aware of. Credit risk in relation to the loans and receivables due from related parties is also limited given the cash flows generated by the underlying subsidiary.

	The carrying amount of financial assets recorded in the financial statements, which is net of impairment losses, represents the company’s maximum exposure to credit risk. The Group's maximum exposure also includes the financial guarantee issued in favour of a related party for a bank loan with a carrying amount as at 31 December 2022 of € 178,572 (2021: € 535,715).


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Credit risk (continued)

	The tables below detail, by credit risk rating grades, the gross carrying amount of financial assets and the exposure to financial guarantee contracts.

		Group		Holding
		2022	2021	2022	2021
		12m ECL	12m ECL	12m ECL	12m ECL
		€	€	€	€
	Bank balances
	External rating grades
	AA- to A-	356,457	215,257	278,455	81,330
	BBB-	86,180	60,162	86,180	60,162
	Unrated	387,294	364,344	378,994	359,429


	Gross/net carrying amount	829,931	639,763	743,629	500,921


	Cash at bank is placed with reliable financial institutions. The credit rating of the major financial institutions, representing 51% (2021: 43%) of the total cash at bank at the end of the reporting period using Fitch credit rating symbols was AA- to BBB- (2021 - AA- to BBB-). The remaining cash and at bank balance is held with financial institutions which are unrated.

		Group		Holding
		2022	2021	2022	2021
		12m ECL	12m ECL	12m ECL	12m ECL
		€	€	€	€
	Loans to related parties
	Internal rating grades
	Performing (i)	32,272,167	28,383,765	56,890,034	53,276,502


	Gross/net carrying amount	32,272,167	28,383,765	56,890,034	53,276,502


	i) Performing - The counterparty has a low risk of default and does not have any past due amounts (12m ECL).


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Credit risk (continued)

		Group
		12m	Lifetime	Lifetime	Total
		ECL	ECL	ECL
			(not credit impaired)	(credit impared but not POCI)
	2022	€	€	€	€

	Financial guarantee contracts
	Internal rating grades
	Performing (i)	178,572	-	-	178,572


	Maximum exposure as at 31 December 2022	178,572	-	-	178,572



		Group
		12m	Lifetime	Lifetime	Total
		ECL	ECL	ECL
			(not credit impaired)	(credit impared but not POCI)
	2021	€	€	€	€

	Financial guarantee contracts
	Internal rating grades
	Performing (i)	535,715	-	-	535,715


	Maximum exposure as at 31 December 2021	535,715	-	-	535,715



				Group
				2022	2021
				Lifetime	Lifetime
				ECL	ECL
				(not credit impaired)	(not credit impaired)
				€	€

	Trade receivables tested individually
	Internal rating grades
	Performing (i)			2,199,163	1,770,672


	Gross / net carrying amount at 31 December			2,199,163	1,770,672


	i) Performing - The amounts are not credit-impaired. Lifetime ECLs apply under the simplified model.

	63% (2021: 55%) of the Group's trade receivables as at year-end arises from two customers operating in the shipping industry.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Credit risk (continued)

	Provision matrix

	The table below details the risk profile of trade receivables based on the Group’s provision matrix.

		Days past due - simplified approach
		Not past due	< 45	45 - 90	> 90	Total
		€	€	€	€	€

	2022
	Trade receivables tested collectively
	Estimated total gross carrying amount at default	907,310	241,076	31,498	130,867	1,310,751
	Lifetime ECL at 31 December 2022					(33,523)


	Net carrying amount at 31 December 2022					1,277,228


		Days past due - simplified approach
		Not past due	< 45	45 - 90	> 90	Total
		€	€	€	€	€

	2021
	Trade receivables tested collectively
	Estimated total gross carrying amount at default	834,644	259,833	60,837	207,431	1,362,745
	Lifetime ECL at 31 December 2021					(66,012)


	Net carrying amount at 31 December 2021					1,296,733


	The following table shows the movement in lifetime ECLs that has been recognised for trade receivables in accordance with the simplified approach set out in IFRS 9:

			Lifetime ECL		Lifetime ECL
			(not credit-impaired)		(credit-impaired but not POCI)
			Trade receivables	Trade receivables	Trade receivables	Trade receivables
			no SFC	no SFC	no SFC	no SFC
			(Collective)	(Individual)	(Collective)	(Individual)
			€	€	€	€

	Opening balance at 1 January 2022		66,012	-	-	-
	Reversal during the year		(32,489)	-	-	-
	Closing balance 31 December 2022		33,523	-	-	-



	Opening balance at 1 January 2021		102,777	-	-	-
	Reversal during the year		(36,765)	-	-	-
	Closing balance 31 December 2021		66,012	-	-	-


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Currency risk

	Foreign currency transactions arise when the group buys or sells goods or services whose price is denominated in a foreign currency, borrows or lends funds when the amount payable or receivable are denominated in a foreign currency, acquires or disposes of assets or incurs or settles a liabilities denominated in a foreign currency. Foreign currency transactions comprise mainly transactions in USD. The risk arising from foreign currency transactions is managed by regular monitoring of the relevant exchange rates and directors’ reaction to material movements thereto.

	The group is exposed to foreign currency risk arising from the below financial assets:

	Foreign currency risk
			USD and USD pegged currencies
			2022	2021

	Trade and other receivables		1,241,404	1,119,193


	Balance sheet exposure		1,241,404	1,119,193


	The EUR/USD spot-rate as at 31 December 2022 is 1.0666 (2020: 1.1326). A reasonably possible strengthening/ (weakening) of the Euro against the USD at 31 December would have affected the measurement of financial instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis assumes that all other variables, in particular interest rates, remain constant.

		Changes in	Group and Holding
		USD rate	Profit or loss	Equity
		(basis points)	€	€
	2022	+100	105,808	105,808
		-100	(116,389)	(116,389)

	2021	+100	89,833	89,833
		-100	(98,816)	(98,816)

	Interest rate risk

	The company and group has taken out bank and debt securities to finance its operations as disclosed in notes 23 and 27 with carrying amount of € 3,374,521 (2021: € 5,762,949), € 53,875,714 (2021: € 34,788,672), respectively. The interest rates thereon are at fixed rate. The loans receivable with interest bearing as disclosed in Note 19 is at a fixed rate. Cash at bank earns interest at floating interest rates as disclosed in Note 30.

	Management monitors the movement in interest rates and, where possible, reacts to material movements in such rates by adjusting its selling prices or by restructuring its financing structure. The group is exposed to cash flow interest rate risk on borrowings, debt instruments and loans receivable carrying a fixed interest rate to the extent that they are measured at fair value, however since these are measured at amortised cost there is no impact in the financial financial statements. Sensitivity analysis on cash with a floating interest rate is disclosed below

	The carrying amounts of the company’s financial instruments carrying a rate of interest at the end of the reporting period are disclosed in the notes to the financial statements.

	The following table demonstrates the sensitivity analysis in relation to cash flow interest rate risk to a reasonably possible change in interest rates, with all other variables held constant, of the Group's and Company's profit before tax. The Group and Company consider the reasonably possible changes in interest rates to be a change in 100 basis points.

		Increase or decrease (basis points)

			Group	Holding
			€	€

	2022	+100	25,446	7,436
	2022	-100	(25,446)	(7,436)
	2021	+100	51,232	5,009
	2021	-100	(51,232)	(5,009)


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Liquidity risk

	The Group has as a net current asset position as at 31 December 2022 of € 14,991,691 (2021: net current liability position of € 3,956,738), which primarily arises from the proceeds from the issue of the new bond in December 2022, as described in Note 27.

	The company monitors and manages its risk to a shortage of funds by maintaining sufficient cash, by matching the maturity of both its financial assets and financial liabilities and by monitoring the availability of raising funds to meet commitments associated with financial instruments.

	The following maturity analysis for financial liabilities shows the remaining contractual maturities using the contractual undiscounted cash flows on the basis of the earliest date on which the group and company can be required to pay. The analysis includes both interest and principal cash flows. Fixed rate instruments pertain to bond securities in issue and bank loans. Non-interest bearing are the trade and other payables, excluding accrued interest.

	Group


		Within				5 years		Carrying
		1 year	2 years	3 years	4 years	and over	Total	Amount
		€	€	€	€	€	€	€

	2022
	Non-derivative
	financial
	liabilities
	Non-interest
	bearing	1,793,155	-	-	-	-	1,793,155	1,793,155
	Fixed rate
	instruments	6,177,408	19,852,910	1,846,490	1,846,490	47,338,751	77,062,049	58,253,728
	Lease liabilities	3,337,826	163,064	163,064	163,064	3,325,114	7,152,132	5,604,049
	Financial guarantee contracts	178,572	-	-	-	-	178,572	-


		11,486,961	20,015,974	2,009,554	2,009,554	50,663,865	86,185,908	65,650,932



	2021
	Non-derivative
	financial
	liabilities
	Non-interest
	bearing	1,295,858	-	-	-	-	1,295,858	1,295,858
	Fixed rate
	instruments	7,764,595	1,898,276	34,072,500	-	-	43,735,371	41,502,387
	Lease liabilities	808,784	3,337,826	163,064	163,064	3,488,178	7,960,916	6,303,746
	Financial guarantee contracts	357,143	178,572	-	-	-	535,715	-


		10,226,380	5,414,674	34,235,564	163,064	3,488,178	53,527,860	49,101,991


	Undrawn facilities are described in note 23.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


33	Financial risk management (continued)

	Liquidity risk (continued)

	Holding company

		On demand
		or within				5 years		Carrying
		1 year	2 years	3 years	4 years	and over	Total	Amount
		€	€	€	€	€	€	€

	2022
	Non-derivative
	financial
	liabilities
	Non-interest bearing	460,680	-	-	-	-	460,680	460,680
	Fixed rate instruments	2,783,731	19,852,910	1,846,490	1,846,490	47,338,751	73,668,372	53,875,714


		3,244,411	19,852,910	1,846,490	1,846,490	47,338,751	74,129,052	54,336,394


	Fixed rate instrument amounting to €47,338,751 under 5 years and over contractual maturity pertains to funds which need to be repaid in 2032, remaining pertains to interest due each year until 2032. Further details on the bond issue are disclosed in Note 27.

	2021
	Non-derivative
	financial
	liabilities
	Non-interest bearing	62,734	-	-	-	-	62,734	62,734
	Fixed rate instruments	1,855,000	1,855,000	34,072,500	-	-	37,782,500	34,788,672


		1,917,734	1,855,000	34,072,500	-	-	37,845,234	34,851,406


	Reconciliation of liabilities arising from financing activities

			2021	Cashflows	Exchange offer (see Note 27)	Issuance of new bond (see Note 27)	Amortisation of bond issue costs	2022
			€	€	€	€	€	€
	Lease liability		6,303,746	(699,697)	-	-	-	5,604,049
	Bank loans		348,953	(306,937)	-	-	-	42,016
	Bank overdraft		5,413,996	(2,081,491)	-	-	-	3,332,505
	Debt securities in issue		34,788,672	-	(17,316,200)	36,259,811	143,431	53,875,714
			46,855,367	(3,088,125)	(17,316,200)	36,259,811	143,431	62,854,284



			2020	Cashflows	Exchange offer (see Note 27)	Issuance of new bond (see Note 27)	Amortisation of bond issue costs	2021
			€	€	€	€	€	€
	Lease liability		7,001,096	(697,350)	-	-	-	6,303,746
	Bank loans		655,889	(306,936)	-	-	-	348,953
	Bank overdraft		4,920,020	493,976	-	-	-	5,413,996
	Debt securities in issue		34,716,456	-	-	-	72,216	34,788,672
			47,293,461	(510,310)	-	-	72,216	46,855,367


	Capital risk 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 capital structure of the company consists of bank loans in the amount of € 42,016, other financial liabilities amounting to 64,592 and debt securities amounting to 53,875,714, as included in notes 23, 24 and 27 respectively, and items presented within equity net of cash at bank balances.

	The company’s directors manage the company’s capital structure and make adjustments to it, in light of changes in economic conditions. The capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the company balances its overall capital structure through the payment of dividends, the issue of new debt or the redemption of existing debt.

	The company's overall strategy remains unchanged from the prior year.


Mariner Finance p.l.c

Notes to the financial statements
31 December 2022


34	Capital Commitments

	The Group does not have any capital commitments as at 31 December 2022. In 2021, the group, through one of its subsidiaries, had future payment commitments for capital expenditure contracted for at the end of the reporting year, but not yet incurred in the amount of € 10,040.

35	Post balance sheet events

	On 6 October 2022, the company entered into an agreement with Mariner Capital Limited and SIA Mariner Logistics in order to purchase the entire share capital of Mariner Logistics SIA from Mariner Capital Limited, which share capital amounted to 1,449,086 Ordinary Shares for a consideration of €7,238,931. The original closing date was 3 April 2023. On 30 March 2023, the parties entered into an amendment and restatement agreement whereby the closing date was extended to be not later than 3 July 2023. The financial effect of this agreement to the group amd company's financial statements cannot be estimated as of the authorisation of the financial statements. Notwithstanding the above, there have been no other events which would require adjustments or disclosure in the financial statements.


Deloitte.	Deloitte Audit Limited
	Deloitte Place,
	Triq L-Intornjatur,
	Central Buiness District
	CBD 3050
	Malta

	Tel: +356 2343 2000, 2134 5000
	Fax: + 356 2133 2606
	info@deloitte.com.mt
	www.deloitte.com/mt
Independent auditor's report
to the members of	Company Ref No: C51312
Mariner Finance p.l.c	Vat Reg No: MT2013 6121
	Exemption number: EXO2155
Report on the audit of the financial statements

Opinion
We have audited the individual financial statements of Mariner Finance plc (the Company) and the consolidated financial statements of the Company and its subsidiaries (together, the Group), set out on pages 11 to 74, which comprise the statements of financial position of the Company and the Group as at 31 December 2022, and the statements of profit or loss and other comprehensive income, statements of changes in equity and statements of cash flows of the Company and the Group for the year then ended, and notes to the financial statements, including a summary of significant accounting policies.

In our opinion, the accompanying financial statements give a true and fair view of the financial position of the Company and the Group as at 31 December 2022, and of the Company’s and the Group’s financial performance and cash flows for the year then ended in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union and have been properly prepared in accordance with the requirements of the Maltese Companies Act (Cap. 386).

Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company and the Group in accordance with the International Ethics Standards Board for Accountants’ International Code of Ethics for Professional Accountants including International Independence Standards (IESBA Code) together with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive (Maltese Code) that are relevant to our audit of the financial statements in Malta, and we have fulfilled our other ethical responsibilities in accordance with the IESBA Code and the Maltese Code. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have remained independent of the Company and the Group and have not provided any of the non-audit services prohibited by article 18A(1) of the Maltese Accountancy Profession Act (Cap. 281).

Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. The key audit matters described below were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.





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© 2023. For information, contact Deloitte Malta.


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

Valuation of building in Riga, Latvia with a carrying value of Eur4.38m in the individual and consolidated financial statements
The Company accounts for its investment property at fair value. Included in investment property is a building in Riga, Latvia with a recognised fair value as at 31 December 2022 amounting to Eur4.38m. The establishment of the fair value of this investment property is significant to our audit because the recognised fair value is material to both the individual financial statements of the Company and the consolidated financial statements of the Group.

In determining the fair value of this investment property as at 31 December 2022, the directors utilised the services of an independent external valuer. Two different methods of valuing the investment property were used: the market approach whereby the independent external valuer compared the selling price of similar properties in the same location where this investment property is located, and the income approach whereby the independent external valuer estimated potential net income from rent using occupancy rates based on market and historical trends. This process is highly judgmental and is based on discounted future cash flows using assumptions such as discount rates and future increases in fair market rents, as well as a comparison with current prices paid in actual market transactions for the sale of comparable properties and adjusted by the independent external valuer for any dissimilar characteristics between the Company’s and Group’s building in Riga, Latvia and the comparable properties.

Our audit response in respect of the valuation of investment properties as at 31 December 2022 included the following:
	•	Assessing the competence, capability and objectivity of the independent external valuer appointed by the directors;
	•
	•	Reviewing the underlying basis of valuation applied by the directors and their independent external valuer to assess whether the valuation approach was consistent with IFRS and industry norms;
	•	Involving internal valuation specialists to review the directors’ and their independent external valuer's assessment of fair value in order to determine whether the assessment falls within an acceptable range which included reviewing the appropriateness of the underlying key assumptions and factors used by their independent external valuer in their assessment.
	•

	We also focused on the adequacy of the Company’s and the Group’s disclosures about those assumptions to which the outcome of the valuation is most sensitive, that is, those that have the most significant effect on the determination of the fair value of the investment property.

	The Company’s and the Group’s disclosures about fair value are included in Note 17, which explains the manner in which the fair value of the investment property was determined by the directors.

Valuation of warehousing, storage and administration land & buildings with a carrying value of Eur40.06m in the consolidated financial statements

The Group accounts for its land and buildings at their revalued amount, being the fair value as at the date of the revaluation less any subsequent accumulated depreciation and any accumulated impairment losses. Included in the Group’s land and buildings are warehousing, storage and administration land & buildings with a carrying value as at 31 December 2022 amounting to Eur40.06m. The establishment of the fair value of these land and buildings is significant to our audit because the recognised revalued amount is material to the consolidated financial statements.

In determining the fair value of the Group’s warehousing, storage and administration land & buildings as at 31 December 2022, the directors utilised the services of an independent external valuer. This process is highly judgmental and is based on discounted future cash flows using assumptions such as discount rates, utilisation rates and projected cash flows, which are affected by expected future market or economic conditions. In determining the fair value of these land and buildings as at 31 December 2022, the directors and their independent external valuer have re-assessed the key valuation assumptions and data to evaluate whether there have been significant changes in fair value since December 2021. As a result of this re-assessment, the directors and their independent external valuer concluded that the fair value of the Group’s warehousing, storage and administration land & buildings as at 31 December 2022 increased by Eur3.69m.


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

Our audit response with respect to the valuation of the Group’s warehousing, storage and administration land & buildings as at 31 December 2022 included the following:

	•	Assessing the competence, capability and objectivity of the independent external valuer appointed by the directors;
	•	Reviewing the underlying basis of valuation applied by the directors and their independent external valuer to assess whether the valuation approach was consistent with IFRS and industry norms;
	•
	•	Involving internal valuation specialists to review the directors’ and their independent external valuer’s assessment of fair value in order to determine whether this assessment falls within an acceptable range, which included reviewing the appropriateness of the underlying key assumptions and factors used by the directors and their independent external valuer in their assessment.

We also focused on the adequacy of the Group’s disclosures about those assumptions to which the outcome of the valuation is most sensitive, that is, those that have the most significant effect on the determination of the fair value of the land and buildings

The Group’s disclosures about fair value are included in Note 15, which explains the manner in which the fair value of the land and buildings was determined by the directors.

Other information
The directors are responsible for the other information. The other information comprises the Company information, the Directors’ Report, the Statement of Directors’ responsibilities and the Corporate Governance Statement, which we obtained prior to the date of this auditor’s report.

However, the other information does not include the individual and consolidated financial statements, our auditor’s report and the relevant tagging applied in accordance with the requirements of the European Single Electronic Format, as defined in our Report on Other Legal and Regulatory Requirements.

Except for our opinions on the Directors’ Report in accordance with the Maltese Companies Act (Cap. 386) and on the Corporate Governance Statement in accordance with the Capital Markets Rules issued by the Malta Financial Services Authority, our opinion on the financial statements does not cover the other information and we do not express any form of assurance conclusion thereon.

In connection with our audit of the financial statements, our responsibility is to read the other information identified above and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosure requirements of Article 177 of the Maltese Companies Act (Cap. 386), and the statement required by Rule 5.62 of the Capital Markets Rules on the Company’s and the Group’s ability to continue as a going concern.

In accordance with the requirements of sub-article 179(3) of the Maltese Companies Act (Cap. 386) in relation to the Directors’ Report on pages 2 to 5, in our opinion, based on the work undertaken in the course of the audit:

	•	the information given in the Directors’ Report for the financial year for which the individual and consolidated financial statements are prepared is consistent with those financial statements; and
	•	the Directors’ Report has been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Company, the Group and their environment obtained in the course of the audit, we have not identified any material misstatements in the Directors’ Report.

Responsibilities of the Directors and the Audit Committee for the financial statements

As explained more fully in the Statement of Directors’ Responsibilities on page 6, the directors are responsible for the preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the European Union and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as they determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the Company and the Group or to cease operations, or have no realistic alternative but to do so.

The directors have delegated the responsibility for overseeing the Company’s and the Group’s financial reporting process to the Audit Committee.

Auditor’s responsibilities for the audit of the financial statements

This report, including the opinions set out herein, has been prepared for the Company’s members as a body in accordance with articles 179, 179A and 179B of the Maltese Companies Act (Cap. 386).

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions in accordance with articles 179, 179A and 179B of the Maltese Companies Act (Cap. 386). Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements.

In terms of article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not include assurance on the future viability of the Company and the Group or on the efficiency or effectiveness with which the directors have conducted or will conduct the affairs of the Company and the Group. The financial position of the Company and/or the Group may improve, deteriorate, or otherwise be subject to change as a consequence of decisions taken, or to be taken, by the management thereof, or may be impacted by events occurring after the date of this opinion, including, but not limited to, events of force majeure.


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

As such, our audit report on the Company’s and the Group’s historical financial statements is not intended to facilitate or enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with respect to the future financial health and viability of the Company and the Group, and cannot therefore be utilised or relied upon for the purpose of decisions regarding investment in, or otherwise dealing with (including but not limited to the extension of credit), the Company and the Group. Any decision-making in this respect should be formulated on the basis of a separate analysis, specifically intended to evaluate the prospects of the Company and the Group and to identify any facts or circumstances that may be materially relevant thereto.

As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism throughout the audit. We also:

	•	Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control.
	•	Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s and the Group’s internal control.

	•	Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates and related disclosures made by the directors.

	•	Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may cause the Company and the Group to cease to continue as a going concern. Accordingly, in terms of generally accepted auditing standards, the absence of any reference to a material uncertainty about the Company’s and the Group’s ability to continue as a going concern in our auditor’s report should not be viewed as a guarantee as to the Company’s and the Group’s ability to continue as a going concern.

	•	Evaluate the overall presentation, structure and content of the financial statements, including the disclosures, and whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation.

	•	Obtain sufficient appropriate audit evidence regarding the financial information of the Companies or business activities within the Group to express an opinion on the consolidated financial statements. We are responsible for the direction, supervision and performance of the group audit. We remain solely responsible for our audit opinion.


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the Company, including the formulation of a view as to the manner in which financial risk is distributed between shareholders and/or creditors cannot be reached on the basis of these financial statements alone and must necessarily be based on a broader analysis supported by additional information.

We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the audit and significant audit findings, including any significant deficiencies in internal control that we identify during our audit.

We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with the Audit Committee, we determine those matters that were of most significance in the audit of the individual and consolidated financial statements of the current period and are therefore the key audit matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public interest benefits of such communication.

Report on other legal and regulatory requirements

Report on compliance of the Annual Financial Report with the requirements of the European Single Electronic Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the "ESEF RTS”)

Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken a reasonable assurance engagement in accordance with the requirements of the Accountancy Profession (European Single Electronic Format) Assurance Directive issued by the Accountancy Board in terms of the Accountancy Profession Act (Cap. 281), hereinafter referred to as the “ESEF Directive 6”, on the annual financial report of the Company and the Group for the year ended 31 December 2022, prepared in a single electronic reporting format.

Solely for the purposes of our reasonable assurance report on the compliance of the annual financial report with the requirements of the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, the Statement of Directors’ responsibilities, the Corporate Governance Statement, the annual financial statements, the prescribed disclosures of material contracts, company information, and the Independent auditor’s report, as set out in Capital Markets Rules 5.55.

Responsibilities of the Directors for the Annual Financial Report
The directors are responsible for:

	•	the preparation and publication of the Annual Financial Report, including the consolidated financial statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with the requirements of the ESEF RTS,


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

	•	designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error,

and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single electronic reporting format.

Auditor’s responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the consolidated financial statements and the relevant electronic tags therein comply, in all material respects, with the ESEF RTS, based on the evidence we have obtained. We conducted our reasonable assurance engagement in accordance with the requirements of ESEF Directive 6.

The nature, timing and extent of procedures we performed, including the assessment of the risks of material non-compliance with the requirements of the ESEF RTS, whether due to fraud or error, were based on our professional judgement and included:

	•	Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements of the ESEF RTS, but not for the purpose of expressing an assurance opinion on the effectiveness of these controls.

	•	Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.

	•	Examining the information in the Annual Financial Report to determine whether all the required tags therein have been applied and evaluating the appropriateness, in all material respects, of the use of such tags in accordance with the requirements of the ESEF RTS.

We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable assurance opinion.

Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2022 has been prepared, in all material respects, in accordance with the requirements of the ESEF RTS.

This reasonable assurance opinion only covers the transfer of the information in Annual Financial Report into a single electronic reporting format as required by the ESEF RTS, and therefore does not cover the information contained in the Annual Financial Report.


Deloitte.


Independent auditor's report
to the members of
Mariner Finance p.l.c

Report on Corporate Governance Statement
Pursuant to Rule 5.94 of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are required to include in the Company’s Annual Financial Report a Corporate Governance Statement explaining the extent to which they have adopted the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to Chapter 5 of the Capital Markets Rules, and the effective measures that they have taken to ensure compliance with those principles. The Corporate Governance Statement is to contain at least the information set out in Rule 5.97 of the Capital Markets Rules.

Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a report to shareholders on the Corporate Governance Statement in the Company’s Annual Financial Report.

We read the Corporate Governance Statement and consider the implications for our report if we become aware of any information therein that is materially inconsistent with the financial statements or our knowledge obtained in the audit, or that otherwise appears to be materially misstated. We also review whether the Corporate Governance Statement contains at least the information set out in Rule 5.97 of the Capital Markets Rules.

We are not required to, and we do not, consider whether the directors’ statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the company’s corporate governance procedures or its risk and control procedures.

In our opinion, the Corporate Governance Statement set out on pages 7 to 10 has been properly prepared in accordance with the requirements of Rules 5.94 and 5.97 of the Capital Markets Rules.

Matters on which we are required to report by exception under the Companies Act
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion:

	•	proper accounting records have not been kept;
	•	proper returns adequate for our audit have not been received from branches not visited by us;
	•	the financial statements are not in agreement with the accounting records and returns; or
	•	we have been unable to obtain all the information and explanations which, to the best of our knowledge and belief, are necessary for the purpose of our audit.


We have nothing to report to you in respect of these responsibilities.

Auditor tenure
We were appointed by the members of the Company to act as statutory auditor of the Company and the Group on 28 April 2015 for the financial year ended 31 December 2014, following the Company’s debt listing in July 2014, and were subsequently reappointed as statutory auditors by the members of the Company on an annual basis. The period of total uninterrupted engagement as statutory auditor including previous reappointments of the firm since the Company became a public interest entity, calculated as per the clarification set out in guidelines issued by the Committee of European Auditing Oversight Bodies in December 2019, is 9 financial years.








Contents


		Page

	Directors, officer and other information	1

	Directors' report	2 - 5

	Statement of directors' responsibilities	6

	Corporate governance statement	7 - 10

	Statement of profit or loss and other comprehensive income	11

	Statement of financial position	12 - 13

	Statements of changes in equity	14 - 15

	Statements of cash flows	16 - 17

	Notes to the financial statements	18 - 74

	Independent auditor's report	75 - 84


Mariner Finance p.l.c

Directors, officer and other information


Directors:	Marin Hili (Chairman)
	Michela Borg
	Edward Hili (Chief Executive Officer)
	Kevin Saliba
	Lawrence Zammit
	Mark Vella (resigned on 28 February 2022)
	Anthony Busuttil
	Ian Micallef (appointed on 28 February 2022)

Secretary:	Kevin Saliba

Registered Office:	37, Censu Tabone Street,
	St Julian's,
	Malta.

Country of incorporation:	Malta

Company registration number:	C31514

Auditor:	Deloitte Audit Limited,
	Deloitte Place,
	Triq l-Intorjatur,
	Central Business District,
	Malta.