Report and financial statements
31 December 2023
C:\Users\nicholas.borg\Hili Company\Hili Company - Documents\Other companies (Holding companies)\Mariner Finance plc\Finance\Consolidation\2023\ESEF
23.04.24 at 21.34hrs
2023
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 - 64
Independent auditor's report 65 - 73
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
Anthony Busuttil
Ian Micallef (appointed on 28 February 2022)
Secretary: Kevin Saliba
Registered Office: 37, Censu Tabone Street,
St Julian's,
Country of incorporation: Malta
Company registration number: C31514
Auditor: Deloitte Audit Limited,
Deloitte Place,
Triq l-Intorjatur,
Central Business District,
Malta.
Legal Advisor: Camilleri Preziosi,
Level 3 Valletta Buildings,
South Street,
Valletta,
Malta.
1
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
The directors present their report and the audited financial statements of the group and the holding company
for the year ended 31 December 2023.
Principal activities
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, namely the Merkela property.
Performance review
The group and company have registered a profit before tax of € 6,230,061 (2022 – € 6,030,933) and a profit
before tax of € 8,839,011 (2022 – profit before tax of € 3,592,092) respectively.
The net assets of the group at the end of the year amounted to € 62,103,554 (2022 – € 62,315,361), and that of
the company € 56,458,010 (2022 – € 53,448,344).
Both Merkela occupancy and the operating income of the company remained at the same level of the previous
year. The increase in net assets for the company relates to the profit for the year, mainly resulting from
dividend received during the current year of € 8,613,940 compared to € 3,684,000 in the prior 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
were 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 towards general corporate funding purposes.
The consolidated profit for the year before tax marginally exceeded that attained in 2022. The group registered
a higher annual turnover resulting from its operations at Baltic Container Terminal (BCT). Cost of sales
remained at the same level of the previous year, which implied an improved gross profit to sales ratio.
Investment income amounted to € 1,024,197 (2022: € 294,664). This increase was solely due to investment
income generated from a temporary loan given out to parent company. The group incurred an increase in its
finance costs resulting from interest cost incurred on its December 2022 Bond issue.
Despite the ongoing geopolitical unrest brought about by the Russia-Ukraine conflict, the group still expects
exports from Latvia to continue to increase as long as there are sufficient empty containers available. For next
year, the group is budgeting an increase in throughput on year 2023 levels. The Group has a strong financial
position and significant resources at its disposal. 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. Moreover, during the
reporting year, the Group has started reconstruction and extension of the berth KS 34 in Latvia by 57.3 meters.
This project is being partly financed by EU funds. As a result of this construction, which will be completed in
year 2024, it will be possible to accept larger ships of up to 340m in length.
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 € 2,627,478 (2022: € 6,891,826). The drop in free cash flow resulted due to higher capital
expenditure undertaken throughout the year which amounted to € 3,331,184 (2022 - € 951,270).
The group measures its performance based on EBITDA, which is defined as the group profit before
depreciation, amortisation, investment income, finance costs and taxation. During the year under review,
EBITDA increased by 1% from € 10,440,395 to € 10,539,225.
2
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
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 7% (2022: 9%).
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. Average
efficiency remained unchanged from prior year, at 21 moves per hour.
Property rental is measured in accordance with the level of occupancy which remained on the same
level as in 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.
3
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
(c) Economic and market environment
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 2023 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 € 5,588,193 as
compared to € 5,700,538 in 2022. This marginal decrease in profitability resulted from an increase in income
tax at Baltic Container Terminal SIA, due to a higher dividend distribution. The Company registered a profit for
the year of € 8,809,666 as compared to € 3,580,187 in 2022. The main reason for the increase being a higher
dividend received from its subsidiary when compared to the prior year, and higher interest income. Rental
income from Merkela remained at the same level of the previous year. A dividend amounting to € 5,800,000
was declared and distributed by the Company during the reporting year.
Post balance sheet events
From the last day of the reporting period until the date of signing of these financial statements, there have been
no events which would require adjustments or disclosures 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.
4
Directors
Marin Hili (Chairman)
Michela Borg
Edward Hili (Chief Executive Officer)
Kevin Saliba
Lawrence Zammit
Anthony Busuttil
Ian Micallef
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 25 April 2024 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 2023.
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
The directors who served during the period were:
In accordance with the company's articles of association all the directors are to remain in office.
5
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 2023 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 25 April 2024 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 2023.
Chairman
6
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. Dr. Ian Micallef, Mr. Kevin Saliba and Ms. Michela Borg are non-executive directors.
Directors
Marin Hili - Chairman
Edward Hili - Chief Executive Officer
Non-Executive Directors
Michela Borg
Kevin Saliba
Lawrence Zammit
Anthony Busuttil
Ian Micallef
7
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. Two 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. Anthony Busuttil
Dr. Ian Micallef
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.
8
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.
Mariner Finance p.l.c
Corporate governance statement
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.
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:
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.
Relations with the market
Non-compliance with the code
Principle 4: Organisation Structure
Internal Control
9
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.
Signed on behalf of the Company's Board of Directors on 25 April 2024 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 2023.
10
Notes 2023 2022 2023 2022
€ € € €
Revenue 6 19,800,017 19,465,743 - -
Cost of sales (9,340,551 ) (9,366,481 ) - -
Gross profit 10,459,466 10,099,262 - -
Administrative expenses (2,580,883 ) (2,435,269 ) (306,648) (328,839)
Other operating income 7 781,512 927,686 454,813 451,550
Other operating expenses (273,395 ) (350,983 ) (127,822) (136,507)
Operating profit / (loss) 8,386,700 8,240,696 20,343 (13,796)
Investment income 8 1,024,197 294,664 11,605,416 5,761,342
Finance costs 9 (3,180,836 ) (2,504,427 ) (2,786,748) (2,155,454)
Profit before tax 10 6,230,061 6,030,933 8,839,011 3,592,092
Income tax expense 13 (641,868 ) (330,395 ) (29,345) (11,905)
Profit for the year attributable to
the owners of the holding
company
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
Total comprehensive income for
the year attributable to the
owners of the holding company
Group
Holding company
Mariner Finance p.l.c
Statement of profit or loss and other comprehensive income
Year ended 31 December 2023
11
Notes 2023 2022 2023 2022
€ € € €
ASSETS AND LIABILITIES
Non-current assets
Goodwill 3 13,184,904 13,184,904 - -
Intangible asset 16 438,539 475,933 - -
Property, plant and equipment 15 48,348,959 46,319,897 24,628 31,281
Investment property 17 4,469,000 4,466,000 4,469,000 4,466,000
Right-of-use assets 18 7,284,627 7,611,339 - -
Investment in subsidiaries 19 - - 26,898,805 26,898,805
Loans receivable 19 35,733,466 31,849,922 60,509,894 56,890,034
Current assets
Loans receivable 19 14,436,440 422,245 17,683,800 -
Inventories 20 285,276 339,706 - -
Trade and other receivables 21 5,056,657 22,814,095 1,388,436 19,778,499
Cash and cash equivalents 30 391,026 829,931 165,269 743,629
Total assets 129,628,894 128,313,972 111,139,832 108,808,248
Current liabilities
Trade and other payables 22 2,289,232 2,796,648 683,613 1,464,173
Lease liability 25 650,605 3,231,200 - -
Bank loans and overdraft 23 3,135,377 3,374,521 - -
Debt securities in issue 27 17,652,330 - 17,652,330 -
Current tax liability 13 142,258 11,917 29,307 11,867
Non-current liabilities
Other liabilities 24 1,098,177 64,592 3,794 8,150
Trade and other payables 22 310,890 - - -
Debt securities in issue 27 36,312,778 53,875,714 36,312,778 53,875,714
Lease liabilities 25 4,287,163 2,372,849 - -
Bank loans 23 1,296,530 - - -
Deferred tax liability 26 350,000 271,170 - -
Total liabilities 67,525,340 65,998,611 54,681,822 55,359,904
Net assets 62,103,554 62,315,361 56,458,010 53,448,344
Mariner Finance p.l.c
Statement of financial position
31 December 2023
Group
Holding Company
12
Notes 2023 2022 2023 2022
€ € € €
EQUITY
Share capital
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 13,053,803 - -
Retained earnings 40,448,556 40,660,363 46,894,333 43,884,667
Total equity 62,103,554 62,315,361 56,458,010 53,448,344
Mariner Finance p.l.c
Statement of financial position
31 December 2023
Group
Holding Company
Equity attributable to the owners
of the holding company
13
Mariner Finance p.l.c
Statement of changes in equity - Group
Year ended 31 December 2023
Total
€ € € € € €
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, total comprehensive income 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
Balance as at 1 January 2023 500,000 10,000,000 (1,898,805 ) 13,053,803 40,660,363 62,315,361
Profit for the year - - - - 5,588,193 5,588,193
Total comprehensive income for the year - - - - 5,588,193 5,588,193
Dividend paid (Note 14) - - - - (5,800,000 ) (5,800,000 )
Balance as at 31 December 2023 500,000 10,000,000 (1,898,805 ) 13,053,803 40,448,556 62,103,554
Share
capital
Other
equity
Other reserve
Revaluation
reserve
Retained
earnings
14
Mariner Finance p.l.c
Statement of changes in equity - Holding company
Year ended 31 December 2023
Total
€ € € € €
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
Balance as at 1 January 2023 500,000 10,000,000 (936,323) 43,884,667 53,448,344
Profit for the year, total
comprehensive income for the year - - - 8,809,666 8,809,666
Dividend paid (Note 14) - - - (5,800,000) (5,800,000)
Balance as at 31 December 2023 500,000 10,000,000 (936,323) 46,894,333 56,458,010
Share
capital
Other
equity
Other
reserve
Retained
earnings
15
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2023
Notes 2023 2022 2023 2022
€ € € €
Cash flow from operating activities
Profit before tax 6,230,061 6,030,933 8,839,011 3,592,092
Adjustments for:
Depreciation of property, plant and equipment 1,786,466 1,830,969 6,653 1,045
Depreciation of right-of-use assets 326,712 326,711 - -
Amortisation of intangible assets 39,347 42,019 - -
Investment income (1,021,197 ) (271,700 ) (11,602,416) (2,054,379)
Amortisation of bond expenses 89,394 145,565 89,394 145,565
Bond exchange premium
Interest expense 2,906,655 2,065,549 2,783,731 1,895,712
Interest expense on lease liability 246,307 179,135 - -
Gain on revaluation of investment property (3,000 ) (23,000 ) (3,000) (23,000)
(Income) / Loss on disposal of property, plant
and equipment (1,001 ) 72,294 - -
Movement in trade and other receivables (1,444,871 ) (1,182,339 ) (812,247) (515,988)
Movement in trade and other payables (686,179 ) 474,608 (784,916) 401,986
Movement in inventories 54,430 115,144 - -
Cash flow from / (used in) operations 8,523,124 10,065,631 (1,483,790) 3,702,776
Interest received 1,021,197 271,700 2,988,476 2,054,379
Income tax paid (432,697 ) (306,105 ) (11,905) (14,947)
Interest paid (2,906,655 ) (2,008,995 ) (2,783,731) (1,855,000)
Interest paid on lease liability (246,307 ) (179,135 ) - -
Net cash flow from / (used in) operating
activities
Cash flow from investing activities
Purchase of property plant and equipment (3,330,942 ) (994,222 ) - (30,969)
Purchase of intangible assets (1,953 ) - - -
Proceeds from disposal of property, plant
and equipment 1,711 42,952 - -
Dividends received - - 8,613,940 3,684,000
Loans advanced to parent company (26,558,115 ) (5,775,344 ) (26,346,971) (5,775,342)
Loan repayments from parent company 2,927,111 2,161,811 2,927,111 2,161,811
Loans advanced to subsidiaries (67,023 ) - (3,683,800) -
Proceeds from EU grant 1,037,941 - - -
Other loan repayments 288 - - -
Repayments to subsidiaries - - - (3,684,000)
Net cash flows used in investing activities (25,990,982 ) (4,564,803 ) (18,489,720) (3,644,500)
Group
Holding Company
Operating profit before working capital
movements
16
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2023
Notes
2023 2022 2023 2022
€ € € €
Cash flow from financing activities
Lease liability paid (666,281 ) (699,697 ) - -
Proceeds from bank borrowings 1,457,902 - - -
Repayment of bank loans and overdraft (400,516 ) (2,388,428 ) - -
Proceeds from issue of debt securities 21 19,202,310 - 19,202,310 -
Net cash flow from / (used) in financing
activities
(438,905 ) 190,168 (578,360) 242,708
Net movements in cash and cash
equivalents
Cash and cash equivalents at the
beginning of the year
Cash and cash equivalents at the end of
the year (note 30)
Group
Holding Company
17
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. Jul ians, 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 continued to experience 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 2024 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.
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
18
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
19
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
20
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
21
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
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.
22
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
23
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
24
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
25
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
26
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
27
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
28
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
29
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
30
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
31
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
32
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
34
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
35
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
36
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
37
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
38
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
39
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Holding company
Furniture,
fittings and
equipment
€
Cost or valuation
At 01.01.2022 2,496
Additions 30,969
At 01.01.2023 33,465
Additions -
At 31.12.2023 33,465
Accumulated
depreciation
At 01.01.2022 1,139
Provision for the year 1,045
At 01.01.2023 2,184
Provision for the year 6,653
At 31.12.2023 8,837
Carrying amount
At 31.12.2022 31,281
At 31.12.2023 24,628
40
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
41
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
42
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
43
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Holding company
Investment
in subsidiaries
€
Carrying amount
At 31.12.2022 26,898,805
At 31.12.2023 26,898,805
44
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
45
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Holding company:
The loan due by subsidiary of € 33,770,000 (2022 – € 33,770,000) bears interest at the rate of 5.7%
(2022: 6%) and is repayable in December 2032. The loan due by subsidiary of € 3,683,800 (2022 - nil)
bears interest at the rate of 5.5% and is repayable by June 2024. The remaining amounts owed by
subsidiaries as at December 2023 are € 457 (December 2022 – € 457), bear no interest and are
repayable on demand. As at 31 December 2023, the Company was owed accrued interest amounting to
€ 569,585 from its subsidiaries, as disclosed in Note 21.
Holding company:
The loan due by the parent company of € 14,000,000 (2022 - nil) bears interest at the rate of 5.5% and is
repayable in June 2024. As of 31 December 2023, the company had an outstanding amount due from
the parent company of € 26,739,437 (2022: € 23,119,577). 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. As at 31 December 2023, the Company was owed accrued interest amounting to €
742,194 from its parent, as disclosed in Note 21.
46
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
47
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
48
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
49
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
50
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
51
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
52
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Holding Company
2023 2022
Related
party activity
Total activity
Related
party
activity
Total
activity
€ € % € € %
Administration expenses
Related party
transactions with:
Parent 60,000 306,648 20 60,000 328,839 18
Investment income
Related party
transactions with:
Parent company 742,194 11,605,416 6 - 5,761,342 -
Subsidiaries 10,860,198 11,605,416 94 5,738,342 5,761,342 100
53
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
54
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
55
32
Carrying
Level 1 Level 2 Level 3 Total amount
€ € € € €
2023
Financial assets
Loans and receivables
- receivables from
parent company - 40,739,437 - 40,739,437 40,739,437
subsidiaries - 37,454,257 - 37,454,257 37,454,257
Total - 78,193,694 - 78,193,694 78,193,694
Financial liabilities
at amortised cost
- Debt securities - 54,646,993 - 54,646,993 53,965,108
Total - 54,646,993 - 54,646,993 53,965,108
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
Fair value measurement at end of
the reporting period using:
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Fair value of financial assets and financial liabilities (continued)
Holding company
56
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
57
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
58
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
59
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
60
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
61
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
62
33
On demand
or within 5 years Carrying
1 year 2 years 3 years 4 years and over Total Amount
€ € € € € € €
2023
Non-derivative
financial
liabilities
Non-interest bearing 82,694 - - - - 82,694 82,694
Fixed rate instruments 20,599,830 1,846,490 1,846,490 1,846,490 46,162,250 72,301,550 53,965,108
20,682,524 1,846,490 1,846,490 1,846,490 46,162,250 72,384,244 54,047,802
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
2022 Cashflows
Exchange offer
(see Note 27)
Issuance of
new bond
(see Note 27)
Amortisation
of bond issue
costs
2023
€ € € € € €
Lease liability 5,604,049 (666,281) - - - 4,937,768
Bank loans 42,016 1,415,886 - - - 1,457,902
Bank overdraft 3,332,505 (358,500) - - - 2,974,005
Debt securities in issue 53,875,714 - - - 89,394 53,965,108
62,854,284 391,105 - - 89,394 63,334,783
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
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Financial risk management (continued)
Holding company
Reconciliation of liabilities arising from financing activities
Fixed rate instrument amounting to € 46,162,250 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.
Liquidity risk (continued)
63
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
64
Independent auditor’s report
to the members of
Mariner Finance plc
Deloitte Audit Limited is a limited liability company registered in Malta with registered office at Deloitte Place, Triq L-Intornjatur, Central Business District, CBD
3050, Malta. Deloitte Audit Limited forms part of
Deloitte Malta. Deloitte Malta consists of (i) Deloitte, a civil partnership regulated in terms of the laws of Malta,
constituted between limited liability companies, operating at Deloitte Place, Triq L
-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta and (ii)
the affiliated
operating entities: Deloitte Advisory and Technology Limited (C23487), Deloitte Audit Limited (C51312), Deloitte Corporate Services Limited
(C103276) and Deloitte Tax Services Limited (C51320), all limited liability companies registered in Malta with regi
stered offices at Deloitte Place, Triq L-Intornjatur,
Zone 3, Central Business District, Birkirkara CBD 3050, Malta. Deloitte Corporate Services Limited is authorised to act as a
Company Service Provider by the Malta
Financial Services Authority. Deloitte
Audit Limited is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. Deloitte Malta is an
affiliate of Deloitte Central Mediterranean S.r.l., a company limited by guarantee registered in Italy with registered number
09599600963 and its registered office
at Via Tortona no. 25, 20144, Milan, Italy. For further details, please visit www.deloitte.com/mt/about.
Deloitte Central Mediterranean S.r.l. is the affiliate for the territories of Italy, Greece and Malta of Deloitte
NSE LLP, a UK limited liability partnership and member
firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member fir
ms are legally separate and
independent entities. DTTL, Deloitte NSE LLP and
Deloitte Central Mediterranean S.r.l. do not provide services to clients. Please see www.deloitte.com/about to
learn more about our global network of member firms.
For information, contact Deloitte Malta.
65
Deloitte Audit Limited
Deloitte Place,
Triq L-Intornjatur,
Central Business District,
CBD 3050
Malta
Tel: +356 2343 2000, 2134 5000
Fax: +356 2133 2606
info@deloitte.com.mt
www.deloitte.com/mt
Company Ref No: C51312
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 64, which
comprise the statements of financial position of the Company and the Group as at 31 December 2023, 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
material accounting policy information.
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 2023, and of the Company’s and the Group’s financial performance and
cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (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), as applicable to audits of financial statements of public interest entities,
together with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive (Maltese Code) that are
relevant to our audit of the financial statements of public entities in Malta. We have also 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 individual and consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Independent auditor’s report
to the members of
Mariner Finance plc
66
Valuation of building in Riga, Latvia with a carrying value of Eur4.38m in the individual and consolidated financial
statements
The Company and the Group account for investment property at fair value. Included in investment property is a
building in Riga, Latvia with a recognised fair value as at 31 December 2023 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.
The latest valuation report was made by an independent external valuer dated 25 January 2023. Based on the
analysis done by the management of the Group at the end of the reporting period, the directors are of the opinion
that the fair value of the property has not altered significantly since the date of the valuation, and hence this remains
to be an appropriate estimate of the fair value as at 31 December 2023. In determining the fair value of this
investment property 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 with respect to the valuation of the building in Riga, Latvia as at 31 December 2023 included the
following:
• Evaluating the design and implementation of key controls over the Company and the Group's valuation process;
• 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
performing sensitivity analyses and reviewing the appropriateness of the underlying key assumptions and factors
used by the directors and their independent external valuer in their assessment.
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.
We assessed 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.
Valuation of warehousing, storage and administration land & buildings with a carrying value of Eur39m 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 and buildings with a carrying value as at
31 December 2023 amounting to Eur39m. 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.
Independent auditor’s report
to the members of
Mariner Finance plc
67
The latest valuation report was made by independent external valuer dated 14 February 2023. 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. Based on the
analysis done by the management of the Group at the end of the reporting period, the directors are of the opinion
that the fair value of the Group’s warehousing, storage and administration land and buildings has not altered
significantly since the date of the valuation, and hence this remains to be an appropriate estimate of the fair value as
at 31 December 2023.
Our audit response with respect to the valuation of the Group’s warehousing, storage and administration land and
buildings as at 31 December 2023 included the following:
• Evaluating the design and implementation of key controls over the Group's valuation process;
• 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
performing sensitivity analyses and reviewing the appropriateness of the underlying key assumptions and factors
used by the directors and their independent external valuer in their assessment.
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.
We assessed 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.
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.
Independent auditor’s report
to the members of
Mariner Finance plc
68
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.
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.
Independent auditor’s report
to the members of
Mariner Finance plc
69
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.
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.
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• 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.
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 2023, 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.
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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,
• 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 2023 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.
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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 10 financial years.
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Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the provisions
of Article 11 of the EU Audit Regulation No. 537/2014.
The audit was drawn up on 25 April 2024.
Antoine Carabott as Director
in the name and on behalf of
Deloitte Audit Limited
Registered auditor
Central Business District, Birkirkara, Malta
