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Mariner Finance p.l.c
Report and financial statements
31 December 2024
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
- 69
Independent auditor's report
70
- 78
1
2
Mariner Finance p.l.c
Directors’ report
Year ended 31 December 2024
The directors present their report and the audited financial statements of the Group and the Company for
the year ended 31 December 2024.
Principal activities
The Group is engaged in the investment, development and operation of sea terminals, namely in Riga,
Latvia as well as property investment.
p p p y y g g p y
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 € 6,024,457 (2023 – € 6,230,061) and a
profit before tax of € 9,754,168 (2023 – € 8,839,011) respectively.
The net assets of the Group at the end of the year amounted to € 65,808,828 (2023 – € 62,103,554), and
that of the Company € 60,603,959 (2023 – € 56,458,010).
The consolidated profit for the year before tax is similar to that attained in the previous year. The Group's
annual turnover, which results from its operations at Baltic Container Terminal (BCT), remained at the
same level of the prior year. Cost of sales also remained similar to those of the previous year. This implies
a similar gross profit to sales ratio when compared to 2023. Investment income amounted to € 1,261,926
(2023: € 1,024,197). This increase was mainly due to the revaluation gain of the Group's investment
property in Latvia. Total comprehensive income of the Group amounted to € 9,305,274 in the reporting
year (2023: € 5,588,193), which includes the revaluation gain of land and buildings at BCT.
Both Merkela occupancy and the rental and related income of the Company remained at the same level of
the previous year. During the reporting year, the fair value of the Company's investment property
increased by € 626,000 (2023: € 3,000).
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 € 8,987,301 compared to € 8,613,940 in the prior year.
For next year, the Group is budgeting an increase of 6.5% in throughput on year 2024 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, in 2024, BCT completed the construction and extension of the berth KS 34 in
Latvia by 57.3 meters. This was partly financed by EU funds and as a result of this construction, 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 € 2,554,662
(2023:
€ 2,627,478).
The
decrease in free cash flows resulted due to higher
capital expenditure during the reporting year, which amounted to € 4,401,714 (2023 - € 3,331,184). On a
positive note, there was an increase in cashflows from operations from € 5,958,662 to € 6,956,376.
The Group measures its performance based on EBITDA, whic h is defined
as
the Group
profit before
depreciation, amortisation, investment income, finance costs and taxation. During the
year under review,
EBITDA decreased by 3% from € 10,539,225 to € 10,200,759, due to a slight decrease in the Group's
operating profit during the reporting year.
3
Mariner Finance p.l.c
Directors’ report
Year ended 31 December 2024
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% (2023: 7%).
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. This decreased
to 20 moves per hour in 2024 as compared to 21 moves per hour in 2023 since containers were staying
longer in the terminal.
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 to 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.
(c) Economic and market environment
Economic conditions have been challenging in recent years across the market in whic h 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 whic h 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.
4
Mariner Finance p.l.c
Directors’ report
Year ended 31 December 2024
(d) Customer service
The Group’s revenues are at risk if it does not continue to provide the level of servic e expected by its
customers. The Group’s c ommitment 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 2024 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 € 5,602,154 as
compared to € 5,588,193 in 2023, in line with the prior year. Total comprehensive income of the Group
amounted to € 9,305,274, which includes the revaluation gain of land and buildings at BCT. The Company
registered a profit for the year of € 9,745,949 as compared to € 8,809,666 in 2023. The main reason for the
increase being the revaluation gain of the Company's investment property, and a higher dividend received
from its subsidiary than the prior year. Rental income from Merkela remained at the same level of the previous
year. A dividend amounting to € 5,600,000 was declared and distributed by the Company during the reporting
year.
Post balance sheet events
Subsequent to year end, in 2025, the Group, through one of its subsidiaries, signed a new loan agreement
with a Latvian commercial bank for the amount of € 12,000,000. Moreover, the subsidiary's credit line limit
with the bank was reduced from € 12,000,000 to € 8,000,000. The maturity dates of the loan and credit line
are 28 February 2028 and 31 January 2026 respectively.
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.
5
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2024
Directors
The directors who served during the period were:
Marin Hili
(Chairman)
Michela Borg
Edward Hili
(Chief Executive Officer)
Kevin Saliba
Lawrence Zammit
Anthony
Busuttil
Ian Micallef
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 25 April 2025 by Lawrence Zammit (Director) and Kevin
Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with
the Annual Report and Financial Statements 2024.
6
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 gi ve 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 2024 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 2025 by Lawrence Zammit
(Director) and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial
Report submitted in conjunction with the Annual Report and Financial Statements 2024.
7
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
8
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 f ixed
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 f ixed 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 Ter ms 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
wer e acted upon between meetings and decided by the Members (where necessary) through electronic
circulation and correspondence.
9
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:
- 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;
- Implementing an appropriate organisational structure for planning, executing, controlling and monitoring
business operations in order to achieve Group objectives;
- Appointing and monitoring the Chief Executive Officer whose function is to manage the operations of the
Group;
- Identifying and ensuring that significant risks are managed satisfactorily; and
- 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.
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.
10
Mariner Finance p.l.c
Corporate governance statement
Non-
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. Kevi n
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 2025
by
Lawrence Zammit
(Director) and Kevin Saliba (Director) as per the Directors' Declaration
on ESEF
Annual
Financial
Report submitted in conjunction with the Annual Report and Financial Statements 2024.
11
Group
Group
Company
Holding
Company
Holding
Notes
2024
2023
2024
2023
€
€
€
€
Revenue
6
19,595,410
19,800,017
-
-
Cost of sales
(9,541,095)
(9,340,551)
-
-
Gross profit
10,054,315
10,459,466
-
-
Administrative expenses
(2,761,664)
(2,580,883)
(278,728)
(306,648)
Other operating income
7
836,915
781,512
443,175
454,813
Other operating expenses
(179,295)
(273,395)
(151,519)
(127,822)
Operating profit
7,950,271
8,386,700
12,928
20,343
Investment income
8
1,261,926
1,024,197
12,060,202
11,605,416
Finance costs
9
(3,187,740)
(3,180,836)
(2,318,962)
(2,786,748)
Profit before tax
10
6,024,457
6,230,061
9,754,168
8,839,011
Income tax expense
13
(422,303)
(641,868)
(8,219)
(29,345)
Profit for the year attributable to
the owners of the holding
Company
5,602,154
5,588,193
9,745,949
8,809,666
Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss
Gain on revaluation of land and
buildings
15
3,703,120
-
-
-
Other comprehensive income for
the year, net of tax
3,703,120
-
-
-
Total comprehensive income for
the year attributable to the
owners of the holding Company
9,305,274
5,588,193
9,745,949
8,809,666
Mariner Finance p.l.c
Statement of profit or loss and other comprehensive income
Year ended 31 December 2024
12
Holding
Holding
Group
Group
Company
Company
Notes
2024
2023
2024
2023
€
€
€
€
ASSETS AND LIABILITIES
Non-current assets
Goodwill
3
13,184,904
13,184,904
-
-
Intangible asset
16
416,706
438,539
-
-
Property, plant and equipment
15
54,719,975
48,348,959
19,351
24,628
Investment property
17
5,095,000
4,469,000
5,095,000
4,469,000
Right-of-use assets
18
7,581,500
7,284,627
-
-
Investment in subsidiaries
19
-
-
26,898,805
26,898,805
Loans receivable
19
32,094,181
35,733,466
56,889,053
60,509,894
113,092,266
109,459,495
88,902,209
91,902,327
Current assets
Loans receivable
19
7,203,730
14,436,440
6,300,000
17,683,800
Inventories
20
331,268
285,276
-
-
Trade and other receivables
21
5,239,269
5,056,657
1,661,017
1,388,436
Cash and cash equivalents
30
748,065
391,026
558,440
165,269
13,522,332
20,169,399
8,519,457
19,237,505
Total assets
126,614,598
129,628,894
97,421,666
111,139,832
Current liabilities
Trade and other payables
22
2,622,589
2,289,232
432,569
683,613
Lease liability
25
659,478
650,605
-
-
Bank loans and overdraft
23
11,224,770
3,135,377
-
-
Debt securities in issue
27
-
17,652,330
-
17,652,330
Other liabilities
24
41,352
-
-
-
Current tax liability
13
45,806
142,258
8,231
29,307
14,593,995
23,869,802
440,800
18,365,250
Mariner Finance p.l.c
Statement of financial position
31 December 2024
13
Mariner Finance p.l.c
Statement of financial position
31 December 2024
Holding
Holding
Group
Group
Company
Company
Notes
2024
2023
2024
2023
€
€
€
€
Non-current liabilities
Other liabilities
24
1,037,266
1,098,177
8,389
3,794
Trade and other payables
22
104,770
310,890
-
-
Debt securities in issue
27
36,368,518
36,312,778
36,368,518
36,312,778
Lease liabilities
25
4,315,430
4,287,163
-
-
Bank loans
23
4,035,791
1,296,530
-
-
Deferred tax liability
26
350,000
350,000
-
-
46,211,775
43,655,538
36,376,907
36,316,572
Total liabilities
60,805,770
67,525,340
36,817,707
54,681,822
Net assets
65,808,828
62,103,554
60,603,959
56,458,010
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
16,756,923
13,053,803
-
-
Retained earnings
40,450,710
40,448,556
51,040,282
46,894,333
Total equity
65,808,828
62,103,554
60,603,959
56,458,010
These financial statements on pages 11 to 69 were approved by the Board of Directors and authorised for issue on
25 April 2025 and signed on its behalf by Lawrence Zammit (Director) and Kevin Saliba (Director) as per the Directors'
Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and Financial
Statements 2024.
Lawrence Zammit Kevin Saliba
Director Director
14
Mariner Finance p.l.c
Statement of changes in equity - Group
Year ended 31 December 2024
Share
Other
Revaluation
Retained
capital
equity
Other reserve
reserve
earnings
Total
€
€
€
€
€
€
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
Balance as at 1 January 2024
500,000
10,000,000
(1,898,805)
13,053,803
40,448,556
62,103,554
Profit for the year
-
-
-
-
5,602,154
5,602,154
Other comprehensive income for the year
-
-
-
3,703,120
-
3,703,120
Total comprehensive income for the year
-
-
-
3,703,120
5,602,154
9,305,274
Dividend paid (Note 14)
-
-
-
-
(5,600,000)
(5,600,000)
Balance as at 31 December 2024
500,000
10,000,000
(1,898,805)
16,756,923
40,450,710
65,808,828
15
Mariner Finance p.l.c
Statement of changes in equity – Holding Company
Year ended 31 December 2024
Share
Other
Other
Retained
capital
equity
reserve
earnings
Total
€
€
€
€
€
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
Balance as at 1 January 2024
500,000
10,000,000
(936,323)
46,894,333
56,458,010
Profit for the year, total
comprehensive income for the year
-
-
-
9,745,949
9,745,949
Dividend paid (Note 14)
-
-
-
(5,600,000)
(5,600,000)
Balance as at 31 December 2024
500,000
10,000,000
(936,323)
51,040,282
60,603,959
16
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2024
Group
Group
Holding Company
Holding Company
2024
2023
2024
2023
€
€
€
€
Cash flow from operating activities
Profit before tax
6,024,457
6,230,061
9,754,168
8,839,011
Adjustments for:
Depreciation of property, plant and equipment
1,856,398
1,786,466
6,897
6,653
Depreciation of right-of-use assets
354,737
326,712
-
-
Amortisation of intangible assets
39,353
39,347
-
-
Investment income
(635,926)
(1,021,197)
(11,434,202)
(11,602,416)
Amortisation of bond expenses
87,212
89,394
87,212
89,394
Interest expense
2,876,568
2,906,655
2,318,962
2,783,731
Interest expense on lease liability
300,505
246,307
-
-
Gain on revaluation of investment property
(626,000)
(3,000)
(626,000)
(3,000)
Gain on disposal of property, plant and
-
(1,001)
-
-
equipment
Operating profit before working capital
movements
10,277,304
10,599,744
107,037
113,373
Movement in trade and other receivables
172,445
(1,444,871)
4,804
(812,247)
Movement in trade and other payables
219,565
(686,179)
5,539
(784,916)
Movement in inventories
(45,992)
54,430
-
-
Cash flow from / (used in) operations
10,623,322
8,523,124
117,380
(1,483,790)
Interest received
280,870
1,021,197
2,169,514
2,988,476
Income tax paid
(518,755)
(432,697)
(11,500)
(11,905)
Interest paid
(3,128,556)
(2,906,655)
(2,570,950)
(2,783,731)
Interest paid on lease liability
(300,505)
(246,307)
-
-
Net cash flow from / (used in) operating
6,956,376
5,958,662
(295,556)
(1,290,950)
activities
17
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2024
Group
Group
Holding Company
Holding Company
2024
2023
2024
2023
€
€
€
€
Cash flow from investing activities
Purchase of property plant and equipment
(4,388,223)
(3,330,942)
(1,620)
-
Purchase of intangible assets
(17,520)
(1,953)
-
-
Proceeds from disposal of property, plant and
4,029
1,711
-
-
equipment
Dividends received
-
-
8,987,301
8,613,940
Loans advanced to parent Company
(11,733,135)
(26,558,115)
(11,121,411)
(26,346,971)
Loan repayments from parent Company
17,241,795
2,927,111
16,824,000
2,927,111
Loans advanced to subsidiaries
(1,164,566)
(67,023)
-
(3,683,800)
Loan repayment from related parties
923,000
-
-
Proceeds from EU grant
-
1,037,941
-
-
Advances of other loans
(200)
-
-
-
Other loan repayments received
5,100
288
-
-
Repayments from subsidiaries
-
-
3,684,257
-
Net cash flows from / (used in) investing activities
870,280
(25,990,982)
18,372,527
(18,489,720)
Cash flow from financing activities
Lease liability paid
(614,470)
(666,281)
-
-
Proceeds from bank borrowings
10,828,653
1,457,902
-
-
Repayment of bank loans
-
(400,516)
-
-
Repayment of debt securities
(17,683,800)
-
(17,683,800)
-
Proceeds from issue of debt securities
-
19,202,310
-
19,202,310
Net cash flow (used in) / from from financing
activities
(7,469,617)
19,593,415
(17,683,800)
19,202,310
Net movements in cash and cash
equivalents
357,039
(438,905)
393,171
(578,360)
Cash and cash equivalents at the
beginning of the year
391,026
829,931
165,269
743,629
Cash and cash equivalents at the end of
the year (note 30)
748,065
391,026
558,440
165,269
18
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
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 continued to experience the impact of the Russia-Ukraine conflict.
Despite this, management still expects volumes to continue 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 2025 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. Moreover, in 2024, the Group completed the construction and extension of the berth KS 34 in
Latvia, making it possible to accept larger ships of up to 340m in length.
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.
In the reporting year, the Group has an improved net working capital liability position of € 1,071,664 in 2024 from
€3,700,403 in 2023. Furthermore, as disclosed in note 35, post balance sheet events, in 2025, the Group's subsidiary
refinanced its bank overdraft into a term loan, which has materially improved the Group's working capital position
further.
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 material accounting policy information
is 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.
19
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material 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.
The financial statements of subsidiaries are included in the consolidated financial statements from the date that
control commences until the date control ceases. Intra-Group balances, transactions, income and expenses are
eliminated on consolidation.
Business combination and goodwill
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.
20
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
Business combination and goodwill (continued)
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.
Goodwill is measured as the excess of the consideration transferred and 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.
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.
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 Group has chosen to restate the gross carrying amount and accumulated depreciation of the asset
proportionally to the change in the carrying amount. 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.
Other tangible assets are stated at cost less any accumulated depreciation and any accumulated impairment
losses.
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.
21
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
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.
Investment property
The Group's investment property consists of a building in Riga, Latvia, which is held to earn rentals, and a piece of
land in the territory of Latvia, which is held for capital appreciation. 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.
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.
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).
22
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
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.
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.
23
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
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
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.
Goodwill arising on the acquisition of subsidiaries is tested for impairment annually and whenever there is an
indication of impairment
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 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
24
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
Significant increase in credit risk (continued)
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.
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:
- 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:
- significant financial difficulty of the issuer or the borrower;
- a breach of contract, such as a default or past due event;
- 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;
- it is becoming probable that the borrower will enter bankruptcy or another financial reorganisation; or
- 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.
Revenue recognition
The Group recognises revenue from the following major sources:
- cargo handling
- storage of containers
25
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
Revenue Recognition (continued)
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.
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 revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in the
statement of comprehensive income.
26
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
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.
Government grants
Government grants are not recognised until there is reasonable assurance that the Group will comply with the
conditions attached to them and that the grants will be received. Grants are recognised as revenue over the periods
necessary to match them with the costs for which they are intended to compensate, on a systematic basis.
Accordingly, grants whose primary condition is that the Group should purchase or construct non-current assets are
recognised as deferred revenue in the statement of financial position and transferred to the statement of
comprehensive income on a systematic and rational basis over the useful lives of the related asset
Leases
The Group as a lessee:
The Group 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.
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 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.
The right-of-use assets are subsequently measured at cost less accumulated depreciation and impairment losses.
Right-of-use assets are depreciated over the lease term of the underlying assets. The average lease term is 28 years.
The depreciation starts at the commencement date of the lease. The Group applies the accounting policy entitled
‘Impairment of other assets and investments in subsidiaries’ to determine and to measure the extent of any
impairment losses on the right-of-use assets.
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.
27
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
Leases (continued)
The Group as a lessor:
Leases for which the Group is a lessor are classified as operating leases. Leased assets are presented in the
statement of financial position according to their nature and are tested for impairment in accordance with the Group’s
accounting policy on impairment. Depreciable leased assets are depreciated in accordance with the Group’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.
Taxation
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 recognised as tax payable at the period when shareholders decide to distribute profit.
Deferred tax liability arises on the projected profit distribution in the following year. The applicable corporate income
tax rate is 5%, applying a discount in accordance with the provisions of the law on the application of taxes in free
ports and special economic zones.
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.
28
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
2. Material accounting policies (continued)
Currency translation (continued)
Exchange differences arising on the settlement of monetary items and on the retranslation of monetary items are
included in profit or loss.
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 both the Company and Group’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.
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
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 and 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, an allowance for expected credit losses has been recognised for financial assets measured at
amortised cost.
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.
29
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
3. Judgements in applying accounting policies and key sources of estimation (continued)
Assessment for impairment of assets (continued)
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.
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% for next five years and 2% till perpetuity, in line with the prior year assessment; and
- use of 8.81% (pre-tax) (2023: 8.01%) 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.
In 2023, Baltic Container Terminals (BCT) revised the useful lives of certain buildings from 25 to 55, and from 10 to
30 years based on the reassessment of their technical structure and future potential. As a result, depreciation charge
is € 190,289 less in the comparative period.
As at 31 December 2024, the fair value of the buildings at BCT amounted to € 45,923,000, which exceeded the net
carrying value of the property of € 42,219,880. As a result of this revaluation, the fair value of the revalued property
was increased by € 3,703,120. Further information on the revaluation is disclosed in note 15.
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 2024, the Group and the Company adopted new standards,
amendments and interpretations to existing standards that are mandatory for the Group’s and the Company’s
accounting period beginning on 1 January 2024.
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, or the information that entities disclose about those
items.
30
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
4. Initial application of International Financial Reporting Standard and International Financial Reporting
Standards in issue but not yet effective (continued)
Initial application of International Financial Reporting Standards (continued)
The amendments:
- 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;
- clarify that classification is unaffected by expectations about whether an entity will exercise its right to defer
settlement of a liability;
- make clear that settlement refers to the transfer to the counterparty of cash, equity instruments, other assets
or services; and
- introduce additional presentation and disclosure requirements for liabilities that are subject to covenants.
Amendments to IAS 7 – Statements of Cash Flows and IFRS 7 – Financial Instruments Disclosures: Supplier Finance
Arrangements (effective for financial periods beginning on or after 1 January 2024).
Amendments to IFRS 16 Leases – Lease Liability in a Sale and Leaseback (effective for financial periods beginning
on or after 1 January 2024).
The adoption of these amendments did not result in substantial changes to the Group’s and the Company’s
accounting policies impacting the Group and the Company’s financial performance and position, including
disclosures.
International Financial Reporting Standards in issue but not yet effective
Up to the date of approval of these consolidated 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.
The following standards, interpretations and amendments have been issued by the IASB:
• Amendments to IAS 21 – The Effects of Change in Foreign Exchange Rates – lack of exchangeability
(effective for financial periods beginning on or after 1 January 2025);
• Amendments to IFRS 9 and IFRS 7 – Contracts Referencing Nature-dependent Electricity (effective for
financial periods beginning on or after 1 January 2026);
• Annual Improvements Volume 11 (effective for financial periods beginning on or after 1 January 2026);
• IFRS 19 – Subsidiaries without Public Accountability: Disclosures (effective for financial periods beginning
on or after 1 January 2027);
• IFRS 18 ‘Presentation and Disclosure in Financial Statements’, which becomes effective (subject to
endorsement by the EU) for financial periods beginning on or after 1 January 2027, will replace IAS 1
Presentation of Financial Statements. It nevertheless carries forward many of the requirements in IAS 1. The
main changes brought about by IFRS 18 are the introduction of new requirements to:
- present specified categories and defined subtotals in the statement of profit or loss;
- provide disclosures on management-defined performance measures in the notes to the financial
statements, whereby information about any such alternative performance measures must be
presented in a single note that must include, amongst others, reconciliations to the most directly
comparable subtotal listed in IFRS 18; and
31
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
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)
-
improve aggregation and disaggregation by including which characteristics to consider when
assessing whether items have similar or dissimilar characteristics; and
• Amendments to the Classification and Measurement of Financial Instruments (Amendments to IFRS 9 and
IFRS 7), which become effective (subject to endorsement by the EU) for financial periods beginning on or
after 1 January 2026:
- provide clarification on the assessment of whether the contractual cash flows on a financial asset
represent solely payments of principal and interest, with additional examples now provided in IFRS
9, and additional guidance on assessing:
• whether contractual terms are consistent with a basic lending arrangement;
• assets with non-recourse features; and
• contractually-linked instruments;
The changes resulting from the future adoption of IFRS 18 are in the process of being assessed by the Group to
determine the potential effect on the financial statements of the Group and the Company.
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 21% and 35% (2023- 24% and 31%) 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.
32
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
5. Segment information (continued)
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated totals are reported
below:
Profit before tax
2024
2023
€
€
Total profit for reportable segments
7,576,513
8,324,301
Unallocated amounts:
Bond interest expense
(2,318,962)
(2,783,731)
Other unallocated amounts
766,906
689,491
6,024,457
6,230,061
Assets
2024
2023
€
€
Total assets for reportable segments
82,553,683
74,820,709
Unallocated amounts:
Goodwill
13,184,904
13,184,904
Trade and other receivables
1,158,617
812,433
Loans and receivables
29,419,053
40,739,437
Cash and cash equivalents
298,341
71,413
126,614,598
129,628,896
Liabilities
2024
2023
€
€
Total liabilities for reportable segments
24,013,625
12,865,605
Unallocated amounts
Debt Securities in issue
36,368,518
53,965,108
Trade and other payables
423,627
694,627
60,805,770
67,525,340
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:
33
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
5. Segment information (continued)
Cargo
handling and
storage of
containers
Property
rental
Unallocated
Total
Continuing operations
2024
2024
2024
2024
€
€
€
€
Revenue
19,595,410
19,595,410
-
-
Other operating income
393,740
443,175
836,915
-
Operating income
19,989,150
443,175
20,432,325
-
Investment income
280,790
626,000
355,136
1,261,926
Finance cost
868,778
3,187,740
-
2,318,962
Earnings before interest, tax,
depreciation and amortisation
10,107,462
224,456
(131,157)
10,200,761
Profit/(loss) before tax
7,356,900
219,613
(
1,552,056)
6,024,457
Depreciation and amortisation
2,243,592
6,898
2,250,490
-
Total assets
77,167,225
5,386,458
44,060,915
126,614,598
Total non
-
financial non
-
current assets
62,698,829
5,114,352
13,184,904
80,998,085
Capital expenditure
4,544,223
1,620
-
4,545,843
Total liabilities
23,987,016
26,609
36,792,145
60,
8
05,77
0
Income tax expense
414,034
50
8,219
422,303
Cargo
handling and
storage of
containers
Property
rental
Unallocated
Total
Continuing operations
2023
2023
2023
2023
€
€
€
€
Revenue
19,800,017
-
-
19,800,017
Other operating income
326,699
454,813
-
781,512
Operating income
20,126,716
454,813
-
20,581,529
Investment income
278,979
3,000
742,218
1,024,197
Finance cost
394,088
-
2,786,748
3,180,836
Earnings before interest, tax, depreciation
and amortisation
10,550,482
266,274
(277,531)
10,539,225
Profit/(loss) before tax
8,066,842
257,459
(2,094,240)
6,230,061
Depreciation and amortisation
2,145,871
6,654
2,152,525
-
Total assets
70,223,710
4,596,997
54,808,187
129,628,894
Total non
-
financial non
-
current assets
56,047,498
4,493,628
13,184,903
73,726,029
Capital expenditure
3,818,191
-
-
3,818,191
Total liabilities
12,843,055
22,552
54,659,733
67,525,340
Income tax expense
612,473
50
29,345
641,868
34
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
6. Revenue
Revenue represents the amount receivable for services rendered during the year, net of any indirect taxes, as follows:
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Cargo handling
17,205,917
17,276,813
-
-
Storage of containers
2,389,493
2,523,204
-
-
19,595,410
19,800,017
-
-
All this revenue is recognised over time. Contracts with customers for cargo handling and 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
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Rental and related income
722,353
724,324
435,962
450,510
Income from sale of fixed assets
-
1,001
-
-
Income from exchange fluctuation
72,258
-
-
-
Other operating income
42,304
56,187
7,213
4,303
836,915
781,512
443,175
454,813
35
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
8. Investment income
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Interest income on related party loans
635,846
1,020,360
2,446,821
2,988,452
Total interest income on financial assets not
classified at fair value through profit and
loss
635,846
1,020,360
2,446,821
2,988,452
Dividend from subsidiary
-
-
8,987,301
8,613,940
Gain on revaluation of investment property
626,000
3,000
626,000
3,000
Income from other investments
80
837
80
24
1,261,926
1,024,197
12,060,202
11,605,416
9. Finance costs
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Interest on bank loans and overdraft
557,606
122,924
-
-
Interest on lease liabilities
300,505
246,307
-
-
Interest on debt securities in issue
2,318,962
2,783,731
2,318,962
2,783,731
Loss from exchange fluctuations
10,667
27,874
-
3,017
3,187,740
3,180,836
2,318,962
2,786,748
36
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
10. Profit before tax
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
This
is stated after charging
Depreciation of property, plant and equipment
1,856,398
1,786,466
6,897
6,653
Depreciation of right-of-use assets
354,737
326,712
-
-
Amortisation
39,353
39,347
-
-
Utilities, maintenance, transport and
other
operating costs
1,572,376
1,791,967
-
-
Professional and legal fees
1,277,080
1,307,745
119,764
131,854
Fuel, lubricants, spare parts and other materials
1,274,922
1,256,185
-
-
6,374,866
6,508,422
126,661
138,507
The amount that is payable to the auditor is as follows:
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Total remuneration payable to the parent company's
auditors for the audit of the financial statements
23,500
21,800
3,000
3,000
Total fees payable to other auditors
36,070
35,500
-
-
Total fees payable for other assurance services
6,500
6,500
6,500
6,500
Total fees payable to the parent company's auditors
for non-audit services other than other assurance
services
- tax compliance
1,610
1,610
1,610
1,610
67,680
65,410
11,110
11,110
37
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
11. Key management personnel compensation
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Directors' compensation
Short-term benefits:
Fees
10,000
10,000
10,000
10,000
Other key management personnel:
Short-term benefits:
Management remuneration
796,083
605,410
-
-
806,083
615,410
10,000
10,000
12. Staff costs and employee information
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Staff costs:
Wages and salaries
4,011,937
3,738,983
-
-
Social security costs
929,609
851,411
-
-
4,941,546
4,590,394
-
-
The average number of persons employed during the year, including executive directors, was made up as follows:
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
Operations
164
160
-
-
Administration
10
13
-
-
174
173
-
-
38
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
13. Income tax expense
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Current tax expense
422,303
563,037
8,219
29,345
Deferred tax expense (note 26)
-
78,831
-
-
422,303
641,868
8,219
29,345
Tax applying the statutory domestic income tax rate and the income tax expense for the year are reconciled as
follows:
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Profit before tax
6,024,457
6,230,061
9,754,168
8,839,011
Tax at the applicable rate of 35%
2,108,560
2,180,521
3,413,959
3,093,654
Tax effect of:
Disallowed expenditure
836,822
848,046
115,584
126,349
Income subject to lower tax rates
(36,582)
(42,357)
(36,582)
(42,357)
Dividend income participation exemption
-
-
(3,145,555)
(3,014,879)
Different tax rates of subsidiaries operating in
other jurisdictions
(2,147,310)
(2,210,920)
-
-
Income not subject to tax
(120,087)
(133,422)
(120,087)
(133,422)
Revaluation of property
(219,100)
-
(219,100)
-
Income tax expense for the year
422,303
641,868
8,219
29,345
Based on the Corporate Income tax law of the Republic of Latvia, corporate income tax (“CIT”) is applicable to
distributed profits and several transactions 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.
The Company is being charged tax in Malta on its profit before tax at the applicable rate of 35%. This contributes to
an insignificant component of the total income tax expense of the Group at year-end.
14.Dividend
A dividend of € 5,600,000 was declared by the Company and Group for the year ended 31 December 2024 (2023:
€ 5,800,000), being a dividend per share of € 112 (2023: € 116).
39
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
15. Property, plant and equipment
Group
Land and
buildings
Plant and
equipment
Furniture,
fittings and
equipment
Fixed assets
under
construction
Total
€
€
€
€
€
Cost or valuation
At 01.01.2023
53,952,264
16,598,216
1,456,892
716,676
72,724,048
Additions
8,353
30,861
69,043
3,707,981
3,816,238
Disposals
-
(26,971)
(62,233)
(710)
(89,914)
Reclassification
1,034,273
88,610
80,300
(1,203,183)
-
At 01.01.2024
54,994,890
16,690,716
1,544,002
3,220,764
76,450,372
Additions
62,387
152,988
90,531
4,222,417
4,528,323
Revaluation
5,192,561
-
-
-
5,192,561
Disposals
-
(37,548)
(850)
-
(3
8
,398)
Reclassification
4,159,295
397,106
7,846
(4,564,247)
-
At 31.12.2024
64,409,133 17,203,262 1,641,529 2,878,934 86,132,858
Accumulated
depreciation
At
01.01.2023
13,253,731
12,096,280
1,054,140
-
26,404,151
Provision for the year
1,131,852
541,15
3
113,461
-
1,786,46
6
Eliminated on disposal
-
(26,971)
(62,233)
-
(89,204)
At
01.01.2024
14,385,583
12,610,46
2
1,105,368
-
28,101,41
3
Revaluation
1,489,441
-
-
-
1,489,441
Provision for the year
1,220,305
509,269
126,824
-
1,856,398
Eliminated on disposal
-
(33,519)
(850)
-
(34,369)
At 31.12.2024
17,095,329
13,086,21
2
1,231,342
-
31,412,883
Carrying amount
At 31.12.2023
40,609,307
4,080,25
4
438,634
3,220,764
48,348,959
At 31.12.2024
47,313,804
4,117,05
0
410,187
2,878,934
54,719,97
5
40
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
15. Property, plant and equipment (continued)
Group (continued)
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 10 January 2025. 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 the property
is € 45,923,000, which exceeded the net carrying value of the real estate of € 42,219,880. As a result of revaluation,
the fair value of the revalued property was increased by € 3,703,120 as of 31 December 2024. The Company 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 an 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.
The following table summarises the key quantitative information about the significant unobservable inputs used in
recurring Level 3 fair value measurements as of 31 December 2024.
Unobservable inputs
Amount
Relationship of unobservable
inputs to fair value
Discount rate
8.46%
- 11
.32
%
The
higher
the
discount
rate
and
capitali
sation rate, the lower the fair
value
Capitalisation rate
6.96%
-
10.32
%
Expected utilisation rate
77.8%
-
85.74%
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 € 29,069,116 (2023: €
25,296,615).
The depreciation charge is presented within cost of sales and administrative expenses in the statement of profit or
loss and other comprehensive income.
The total amount of interest which is capitalised by the Group in 2024 amounted to € 84,237 (2023: € 24,380).
41
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
15. Property, plant and equipment (continued)
Holding
Company
€
Cost or valuation
At 01.01.2023
33,465
At 01.01.2024
33,465
Additions
1,620
At 31.12.2024
35,085
Accumulated
depreciation
At 01.01.2023
2,184
Provision for the year
6,653
At 01.01.2024
8,837
Provision for the year
6,897
At 31.12.2024
15,734
Carrying amount
At 31.12.2023
24,628
At 31.12.2024
19,351
42
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
16. Intangible assets
Group
Computer
Software
€
Cost
At 01.01.2023
967,712
Additions
1,953
At 01.01.2024
969,665
Additions
17,520
At 31.12.2024
987,185
Accumulated Depreciation
At 01.01.2023
491,779
Provision for the year
39,347
At 01.01.2024
531,126
Provision for the year
39,353
At 31.12.2024
570,479
Carrying amount
At 31.12.2023
438,539
At 31.12.2024
416,706
Computer software pertains to the terminal operating software used to control and manage the operations throughout
the terminal.
The amortisation expenses on intangible assets have 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 € 399,186 (2023: € 438,539) and will be
fully amortised in 12 years. Moreover, the addition of € 17,520 in the current year, is an asset under development
and no amortisation has been taken.
43
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
17. Investment property
Group and Holding Company
Group and Holding
Company
€
Fair value
At 01.01.2023
4,466,000
Fair value movement
3,000
At 01.01.2024
4,469,000
Fair value movement
626,000
At 31.12.2024
5,095,000
Carrying amount
At 31.12.2023
4,469,000
At 31.12.2024
5,095,000
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 (2023 - Level 3) inputs as defined in IFRS.
The expenses incurred in operating the investment property amounted to € 151,519 (2023 - € 127,822).
Investment property carried at € 5,010,000
The investment property represents a building in Riga, Latvia. The fair value has been determined based on an
independent certified expert's valuation dated 4
th
April 2025. The valuer used the income approach whereby the
valuer adopted a discounted cash flow method to value the net expected cash inflows. The free cashflows over 5
years were estimated and the terminal free cash flow was based on the cash inflows of the year 5 cash flows. The
WACC has been estimated to be 9%, whereas the capitalisation rate has been estimated to be 7%. The WACC was
modelled based on similar experience for real estate valuation in Latvia. The exit capitalisation rate has been
estimated to be 7%.
Investment property carried at € 85,000
The investment property represents a land in the territory of Latvia. The fair value has been determined based on an
independent certified expert's valuation dated 23 February 2024. The fair value has been determined based on the
market approach, whereby the valuer compared recent transactions of undeveloped land plots in agricultural use
zone within close neighbourhoods. The Group's management evaluated whether there have been significant
changes in the fair value of investment property since February 2024 and concluded that the fair value approximates
the carrying amount.
44
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
17. Investment property (continued)
Operating leases - as Lessor
Operating leases related to investment property owned by the Company with lease terms of between 2-15 years.
The rental income earned by the Group under operating leases amounted to € 435,962 (2023 - € 450,510). Direct
operating expenses incurred by the Group are € 151,519 (2023 - € 127,822) in relation to the investment property
during the year. In 2024, the income relating to variable lease payments to the Company that do not depend on an
index or a rate amounted to € 268,812 (2023 - € 306,402). 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
2024
2023
€
€
Within less than 1 year
215,936
177,732
Between 2 and 3 years
189,654
113,245
405,590
290,977
45
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
18. Right-Of-Use assets
Land
Piers
Container Crane
Total
€
€
€
€
Cost
At 01.01.2023
1,513,114
1,118,441
5,838,974
8,470,529
At 31.12.2023
1,513,114
1,118,441
5,838,974
8,470,529
Modification of land lease
651,610
-
-
651,610
At 31.12.2024
2,164,724 1,118,441 5,838,974 9,122,139
Accumulated depreciation
At 01.01.2023
214,248
158,364
486,578
859,190
Provision for the year
53,562
39,59
2
233,558
326,71
2
At
31.12.2023
267,810
197,95
6
720,136
1,185,90
2
Provision for the year
81,588
39,59
0
233,559
354,73
7
At 31.12.2024
349,398
237,546
953,695
1,540,639
Carrying amount
At 31.12.2023
1,245,304
920,48
5
5,118,838
7,284,62
7
At 31.12.2024
1,815,326 880,895 4,885,279 7,581,500
The Group leases land and piers with an average lease term of 28 years. The Group also leases a container crane with
a useful life of 20 years. The maturity analyses of lease liabilities are presented in Note 33. In 2024, land lease fees
were revised as a result of a change in legislation. Lease liabilities were remeasured accordingly by making a
corresponding adjustment to the right-of-use asset
2024
2023
€
€
Amounts recognised in profit and loss:
Depreciation expense on right-of-use assets
354,738
326,711
Interest expense on lease liabilities
300,505
246,307
655,243
573,018
Total cash outflow for leases amounted to € 914,975 (2023: € 912,588).
46
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
19. Financial assets
Investments in subsidiaries
Holding Company
These are stated at cost and comprise:
Investment in
subsidiaries
€
Carrying amount
At 31.12.2023
26,898,805
At 31.12.2024
26,898,805
The Company's proportion of ownership interest in subsidiaries at 31 December 2024 and their principal activities
are as follows:
Proportion of
ownership interest
%
Principal activities
Mariner Finance Baltic
SIA
100 (2023 - 100%)
Holding Company
Baltic
Container Terminals SIA (indirectly through Mariner
Finance Baltic
SIA)
100 (2023 - 100%)
Maritime operations
The registered offices of the following subsidiaries are:
2024
2023
€
€
Capital and reserves:
Mariner Finance Baltic
SIA
32,943,269
35,710,637
Baltic
Container Terminals SIA
56,322,317
53,995,625
Profit or loss:
Mariner Finance Baltic
SIA
6,219,933
8,610,930
Baltic
Container Terminals SIA
6,904,234
7,533,199
Baltic Container Terminals SIA - 32, Uriekstes iela, Riga, LV-1005, Latvia
Mariner Finance Baltic SIA - 1, Merkela Street, Riga, LV-1050, Latvia.
47
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
19. Financial assets (continued)
Loans receivable
Group
Holding Company
Loan to parent
Related party
loans
Other loans
Total
Loan to parent
Loan to
subsidiaries
Total
€
€
€
€
€
€
€
Amortised cost
At 31.12.
2023
4
7,932,925
2,231,881
5,100
50,169,906
40,739,437
37,454,257
78,193,694
Less: Amount expected to be settled within 12
months (shown under current assets)
14,436,440
- -
14,436,440
14,000,000
3,683,800
17,683,800
Amount
expected
to
be
settled
after
12
months
33,496,485
2,231,881
5,100
35,733,466
26,739,437
33,770,457
6
0,509,894
Amortised cost at
31.12.2024
36,824,265
2,473,446
200
3
9,297,911
2
9,419,053
33,770,000
63,189,053
Less: Amount expected to be settled within 12
months (shown under current assets)
6,750,713
453,017
-
7,203,730
6,300,000
-
6,300,000
Amount
expected
to
be
settled
after
12
months
30,073,552
2,020,429
200
3
2,094,181
23,119,053
33,770,000
56,889,053
48
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
19. Financial assets (continued)
Loans receivable
Group
Holding Company
Loan to parent
Related party
loans
Other loans
Total
Loan to parent
Loan to
subsidiaries
Total
€
€
€
€
€
€
€
Amortised cost
At
01.01.2023
30,101,921
2,164,858
5,388
32,272,167
23,119,577
33,770,457
56,890,034
Advances and interest charged
17,831,004
67,023
-
17,898,027
17,619,860
3,683,800
21,303,660
Dividend
-
-
-
-
-
8,613,940
8,613,
9
40
Repayments
-
-
(288)
(288)
-
(8
,613,940)
(8,613,940)
At 31.12.2023
47,932,925 2,231,881 5,100 50,169,906 40,739,437 37,454,257 78,193,694
Advances and interest charged
1
1,733,135
1,164,565
200
12,897,900
11,121,411
-
11,121,411
Dividend
(5,600,000)
-
-
(5,600,000)
(5,600,000)
-
(5,600,000)
Repayments
(1
7,241,795)
(923,000)
(5,100)
(1
8,169,895)
(
16,841,795)
(3,68
4
,257)
(
20,526,052
)
At 31.12.2024
3
6,824,265
2,473,446
200
3
9,297,911
29,419,053
33,770,000
63,189,053
All the above loans are denominated in Euro (€).
49
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
19. Financial assets (continued)
Loan to subsidiaries and related party
Holding Company:
As at 1 January and 31 December 2024, the Company has a receivable of € 33,770,000 (2023 – € 33,770,000) from
its subsidiary. This loan bears interest at the rate of 5.7% (2023: 5.7%) and is repayable in December 2032. Moreover,
as at 1 January 2024, the Company was owed a loan by its subsidiary amounting to € 3,684,257, which loan was
repaid during the current year. As at 31 December 2024, the Company was owed accrued interest amounting to
€491,916 from its subsidiaries, as disclosed in Note 21.
:
As of 31 December 2024, the Group had three outstanding loan agreements with Mariner Logistics SIA for the
nominal amount of € 1,648,150 (2023: € 1,648,150), € 240,436 (2023: € 240,436), and € 172,500 (2023: nil). The
interest rate for all loans is 3.5% per annum. The loans are unsecured. Accrued interest as at 31 December 2024
amounted to € 412,360 (2023: € 343,294). The repayment date of the loans is on 27 February 2034, 1 March 2025
and 11 September 2025 respectively.
Loan to parent
Holding Company:
As at 31 December 2023, the Company was owed a € 14,000,000 loan by its parent, bearing interest at the rate of
5.5%. This loan was repaid back by the parent during the reporting year. As of 31 December 2024, the Company
had an outstanding amount due from the parent Company of € 29,419,053 (2023: € 26,739,437). € 23,119,053 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. The remaining amount of € 6,300,000 is due to be received from the parent within the next
financial year. As at 31 December 2024, the Company was owed accrued interest amounting to € 1,097,250 from its
parent, as disclosed in Note 21.
:
As of 31 December 2024, 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, and € 400,000 respectively. The loans
issued fall due for repayment by 31 December 2025, 19 June 2027, 31 July 2026 and 28 February 2025, respectively.
A loan amounting to € 400,000 was repaid on 25 February 2024. All loans are unsecured and carry an interest rate
of 3.5% per annum. As at 31 December 2024, accrued interest on these loans amounted to € 1,455,212 (2023:
€1,243,488).
50
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
20. Inventories
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Spare parts
205,667
180,336
-
-
Raw materials
66,244
58,008
-
-
Fuel
19,785
17,005
-
-
Other
35,684
23,914
-
-
Advance payments for inventory
3,888
6,013
-
-
331,268
285,276
-
-
The amount of inventories recognised as an expense during the year amounted to € 1,274,922 (2023: €1,256,185).
During the current year, the Group recognised a provision of slow-moving inventory amounting to € 632 (2023:
reversal of € 38,639), presented in the statement of profit or loss and other comprehensive income within cost of
sales.
21. Trade and other receivables
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Trade receivables
3,995,956
4,102,523
10,485
6,418
Other receivables
45,077
82,669
33,786
30,335
Accrued income
1,097,250
742,194
1,589,166
1,311,779
Prepayments
100,986
129,271
27,580
39,904
5,239,269
5,056,657
1,661,017
1,388,436
The accrued income of the Group represents the interest accrued from Mariner Capital as at year-end on the loans
and receivables described in Note 19. The accrued income of the Company represents the interest accrued from its
subsidiary and parent on the loans and receivables described in note 19.
51
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
22.Trade and other payables
Group
Group
Company
Holding
Company
Holding
2024
2023
2024
2023
€
€
€
€
Trade payables
950,793
777,479
5,634
10,257
Other payables
540,080
437,006
8,506
7,603
Accrued interest
348,931
600,919
348,931
600,919
Other accruals
887,480
784,643
69,423
64,759
Bond exchange premium
75
75
75
75
2,727,359
2,600,122
432,569
683,613
Current
2,622,589
2,289,232
432,569
683,613
Non-Current
104,770
310,890
-
-
No interest is charged on trade and other payables and are generally settled between 30- and 90-days terms.
23. Bank loans and overdraft
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Bank loans
4,315,256
1,457,902
-
-
Bank overdrafts
10,945,305
2,974,005
-
-
Less: amount due for settlement within 12
months (shown under current liabilities)
(11,224,770)
(3,135,377)
-
-
Amount due for
settlement after 12 months
4,035,791
1,296,530
-
-
The bank loans and overdrafts are repayable as follows:
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
On demand or within one year
11,224,770
3,135,378
-
-
In the second year
546,313
179,006
-
-
In the third year
546,313
1,117,523
-
-
In the fourth year
546,313
-
- -
5 years and over
2,396,852
-
- -
15,260,561
4,431,907
-
-
52
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
23. Bank loans and overdraft (continued)
During the prior year, the Group signed a new loan agreement with a Latvian commercial bank in order to finance
the rebuilding of pier KS 34. The total loan amount according to this agreement is € 2,750,000. As at 31 December
2024 the Group has utilised € 1,472,935 of the amount. The loan is charged at a variable interest rate + 3-month
EURIBOR. The average interest rate for this loan in 2024 was 6% (2023: 6%). The maturity of the loan is 15 May
2026. During the reporting year the Group signed a new loan agreement with a Latvian commercial bank to finance
the extension of a quay. The total loan amount is € 1,800,069 and this was fully utilised at year-end. The loan is
charged at a variable interest rate + 3-month EURIBOR. The average interest rate for the loan in 2024 was 6%. The
maturity of the loan is 07 August 2029.
The Group has a further agreement with a Latvian commercial bank and has available a credit line with limit
€12,000,000. The maturity date of the credit line is 28 February 2025. The credit line is charged at a variable interest
rate + 3-month EURIBOR. The average interest rate for overdraft and credit line in 2024 was 4% (2023: 4%).
The borrowings from credit institutions are secured by the following agreements: mortgage collaterals and
commercial pledge agreement which in total amount to € 26,000,000, 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 liabilities
Group
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Other loans
62,111
60,236
8,389
3,794
Deferred income
1,016,507
1,037,941
-
-
1,078,618
1,098,177
8,389
3,794
Amount due for
settlement within 12 months (shown
under current liabilities)
(41,352)
-
-
-
Amount due for
settlement after 12 months
1,037,266
1,098,177
8,389
3,794
Deferred income refers to an EU grant which was received by a subsidiary of the Group. In the prior year, the
subsidiary started the reconstruction and extension of the berth KS 34 by 57.3 meters in Latvia. The total available
grant for the construction works amounts to € 2,092,192. To date, the total amount of € 1,046,098 was received. In
2024, € 21,434 (2023: € 8,157) has been released to profit and loss and recorded within cost of sales.
53
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
25. Lease Liabilities
Lease liabilities consist of land lease and quay amounting to € 3,001,892, and equipment amounting to € 1,973,016.
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 € 164,558 (2023: € 92,272) and € 70,792 (2023: € 70,792) for land lease and piers,
respectively.
In 2024, land lease fees were revised as a result of change in legislation. Lease liabilities were remeasured
accordingly by discounting the revised lease payments using a revised discount rate of 6.4% (previously: 2.5%). As
of 31 December 2024, the Group is in process of clarifying lease areas and fees with the lessor.
Lease interest for equipment consists of a fixed portion 1.75% and a variable element of 3-month EURIBOR. The
maturity of the equipment lease is 15 April 2026. The leased asset with net book value of € 4,885,275 as of 31
December 2024 (2023: € 5,118,834) serves as a collateral for the lease.
2024
2023
€
€
Within 1 year
659,478
650,605
After 1 year
4,315,430
4,287,163
4,974,908
4,937,768
Group
Group
2024
2023
€
€
Lease liabilities as at 01.01.24
4,937,768
5,604,049
New and modified contracts during the reporting period
651,610
-
Total payments during the reporting period
(914,976)
(912,588)
Interest expense during the reporting period
300,506
246,307
Lease liabilities as at 31.12.24
4,974,908
4,937,768
54
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
26. Deferred taxation
Opening balance
Recognised in profit
or loss
Closing balance
€
€
€
2024
Arising on:
Unremitted earnings earmarked for
future distribution
350,000
-
350,000
350,000
-
350,000
2023
Arising on:
271,170
78,830
350,000
Unremitted earnings earmarked for
future distribution
271,170
78,830
350,000
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 consolidated 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 2024, the Group had unused tax credits in Baltic Container Terminal SIA of € 1,166,355 (2023 –
€2,100,329). 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 € 30,228,386 (2023 - € 19,590,277).
55
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
27. Debt securities in issue
Group and Holding Company
2024
2023
€
€
Non-current
5% bonds redeemable 2032
36,368,518
36,312,778
36,368,518
36,312,778
Current
5.3% bonds redeemable 2024
-
17,652,330
The bonds which are measured at amortised cost, are analysed below between their face value and the amount of
unamortised issue costs.
Face value of bonds
36,929,800
54,613,600
Issue costs
617,023
1,328,321
Accumulated amortisation
(55,741)
(679,829)
Unamortised issue costs
561,282
648,492
Amortised cost
36,368,518
53,965,108
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, were 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. The remaining bonds were redeemed in July 2024. 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 2032 Bond was admitted to listing on the Official List of the Malta stock Exchange on 3
January 2023.
The quoted market price as at 31 December 2023 for the 2024 5.3% bonds was € 99.98.
The quoted market price as at 31 December 2024 for the 2032 5% bonds was € 102.01 (€2023: € 100.1).
The market value of debt securities on the last trading day before the statement of financial position date was € nil
(2023: € 17,680,263) for the 5.3% Bonds.
The market value of debt securities on the last trading day before the statement of financial position date was
€37,672,089 (2023: € 36,966,730) for the 5% Bonds.
56
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
28. Share capital
2024 and 2023
Authorised
Issued and
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 prior to the liquidation of the Company.
Revaluation reserve
This represents the revaluation of the Group's land and buildings consisting of the following:
- the increase in the revaluation reserve in 2017 resulting from the reversal of the deferred tax liability;
- the increase in the revaluation reserve in 2019, 2022 and 2024 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
Group
Holding
Company
Holding
Company
2024
2023
2024
2023
€
€
€
€
Cash at bank
748,065
391,026
558,440
165,269
Cash at bank earns interest at floating rates based on deposit rates.
57
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
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% (2023: 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.
Group
2024
2023
Related party
activity
Total activity
Related party
activity
Total activity
€
€
%
€
€
%
Administrative expenses
Related party transactions
with:
Parent
1,134,531
2,761,6
64
41
1,099,587
2,580,883
43
Investment income
Related party transactions
with:
Other related party
69,066
1
,261,926
5
67,021
1,024,197
7
Parent
c
ompany
566,780
1,261,926
45
953,339
1,024,197
93
58
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
31. Related party disclosures (continued)
Holding Company
2024
2023
Related party
Total activity
Related party
Total activity
activity
activity
€
€
%
€
%
€
Administrative expenses
Related party
transactions
with:
Parent
60,000
278,72
8
22
60,000
306,648
20
Investment income
Related party transactions
with:
Parent Company
355,056
12,060,202
3
742,194
11,605,416
6
Subsidiaries
11,079,066
12,060,202
92
10,860,198
11,605,416
94
Other related party is Mariner Logistics SIA, which is a wholly-owned subsidiary of the Group's parent Company.
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.
32. Fair value of financial assets and financial liabilities
At 31 December 2024 and 31 December 2023 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 significant 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.
59
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
32. Fair value of financial assets and financial liabilities (continued)
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 measured 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.
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:
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
2024
Financial assets
Loans and receivables
Loans to parent
-
3
6,824,265
-
36,824,265
36,824,265
Loans to other related
parties
-
2,473,446
-
2,473,446
2,473,446
Other loans
-
200
-
200
200
-
3
9,297,911
-
39,297,911
39,297,911
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
2024
Financial
liabilities at
amortised cost
Debt securities
-
37,672,089
-
37,672,089
36,368,518
Bank loans
-
4,315,256
-
4,315,256
4,315,256
Bank overdrafts
-
10,945,305
-
10,945,305
10,945,305
-
52,932,650
-
52,932,650
51,629,079
60
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
32. Fair value of financial assets and financial liabilities (continued)
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
2023
Financial assets
Loans and receivables
Loans to parent
-
4
7,932,925
-
47,932,925
47,932,925
Loans
to
other
related
parties
-
2,231,881
-
2,231,881
2,231,881
Other loans
-
5,100
-
5,100
5,100
-
50,169,906
-
50,169,906
50,169,906
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
2023
Financial liabilities at
amortised cost
Debt securities
-
54,646,993
-
54,646,993
53,965,108
Bank loans
-
1,457,902
-
1,457,902
1,457,902
Bank overdrafts
-
2,974,005
-
2,974,005
2,974,005
-
59,078,900
-
59,078,900
58,397,015
Holding Company
Fair value measurement at end of the reporting period using:
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
2024
Financial assets
Loans and
receivables
Receivables from:
Parent Company
-
29,419,053
-
29,419,053
29,419,0
53
Subsidiaries
-
33,770,000
-
33,770,000
33,770,000
Total
-
63,189,053
-
63,189,053
63,189,053
Financial liabilities
at amortised cost
Debt securities
-
37,672,089
-
37,672,089
36,368,518
Total
-
37,672,089
-
37,672,089
36,368,518
61
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
32. Fair value of financial assets and financial liabilities (continued)
Level 1
Level 2
Level 3
Total
Carrying
amount
€
€
€
€
€
202
3
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
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 opposed 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 63% of the Group's trade receivables as of end of 2024.
62
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Credit risk (continued)
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 tables below detail, by credit risk rating grades, the gross carrying amount of financial assets and the exposure
to financial guarantee contracts.
Group
Group
Holding
Holding
2024
2023
2024
2023
12m ECL
12m ECL
12m ECL
12m ECL
€
€
€
€
Bank balances
External rating grades
AA- to A-
450,592
316,374
261,622
96,952
BBB-
296,800
68,174
296,800
68,174
Unrated
673
6,478
18
143
Gross/net carrying amount
748,065
391,026
558,440
165,269
Cash at bank is placed with reliable financial institutions. The credit rating of the major financial institutions,
representing 100% (2023: 98%) of the total cash at bank at the end of the reporting period using Fitch credit rating
symbols was AA- to BBB- (2023 - AA- to BBB-). The remaining cash and at bank balance is held with financial
institutions which are unrated.
Group
Group
Holding
Holding
2024
2023
2024
2023
12m ECL
12m ECL
12m ECL
12m ECL
€
€
€
€
Loans to related parties
Internal rating grades
Performing (i)
39,297,911
50,169,906
63,189,053
78,193,694
Gross/net carrying amount
39,297,911
50,169,906
63,189,053
78,193,694
i) Performing - The counterparty has a low risk of default and does not have any past due amounts (12m ECL).
63
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Credit risk (continued)
Group
2024
2023
Lifetime
ECL (not
credit
impaired)
Lifetime
ECL (not
credit
impaired)
€
€
Trade receivables tested individually
Internal rating grades
Performing (i)
2,504,402
2,767,063
Gross / net carrying amount at 31 December
2,504,402
2,767,063
i) Performing - The amounts are not credit-impaired. Lifetime ECLs apply under the simplified model.
63% (2023: 67%) of the Group's trade receivables as at year-end arises from two customers operating in the shipping
industry.
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
€
€
€
€
€
2024
Trade receivables tested collectively
Estimated total gross carrying amount at
default
1,090,765
267,593
84,833
65,427
1,508,418
Lifetime ECL at 31 December 2024
(16,86
4)
Net carrying amount at 31 December
2024
1,491,55
4
64
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Credit risk (continued)
Days past due – simplified approach
Not past
due
<45
45
–
90
>90
Total
€
€
€
€
€
202
3
Trade receivables tested
collectively
Estimated total gross carrying amount at
default
946,977
287,033
50,265
78,279
1,362,554
Lifetime ECL at 31 December 2023
(27,094)
Net carrying amount at 31 December
2023
1,335,460
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
(not credit
-
impaired)
Lifetime
ECL
(not
credit
-
impaired)
Lifetime ECL
(
credit
-
impaired but
not POCI)
Lifetime ECL
(
credit
-
impaired but
not POCI)
Trade
receivables
No SFC
Trade
receivables
No SFC
Trade
receivables
No SFC
Trade
receivables
No SFC
€
€
€
€
Opening balance at 1 January 2024
27,094
-
-
-
Reversal during the year
(10,23
0)
-
-
-
Closing balance 31 December 2024
16,86
4
-
-
-
Opening balance at 1 January 2023
33,523
-
-
-
Reversal during the year
(6,429)
-
-
-
Closing balance 31 December 2023
27,094
-
-
-
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 liability 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.
65
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Currency risk (continued)
The Group is exposed to foreign currency risk arising from the below financial assets:
Foreign currency risk
USD and
USD pegged
currencies
USD and USD
pegged
currencies
2024
2023
Trade and other receivables
851,403
1,670,804
Balance sheet exposure
851,403
1,670,804
The EUR/USD spot-rate as at 31 December 2024 is 1.0389 (2023: 1.105). 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.
Group and
Holding
Group and
Holding
Changes in
USD rate
(basis
points)
Profit or loss
Equity
€
€
2024
+100
74,502
74,502
-100
(81,952)
(81,952)
2023
+100
105,808
105,808
-100
(116,389)
(116,389)
Interest rate risk
The Company and Group have taken out bank and debt securities to finance its operations as disclosed in notes 23
and 27. The carrying amount of the debt securities amounts to € 36,368,518 (2023: € 36,312,778). The interest rates
thereon are at fixed rate. The loans receivable with interest bearing as disclosed in Note 19 are at a fixed rate. Cash
at bank earns interest at floating interest rates as disclosed in Note 30. Bank loans and overdraft with a carrying
amount of € 15,260,561 (2023: € 4,431,907) bear interest at a variable rate, as disclosed in note 23.
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 fair value
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 statements. Sensitivity analysis on cash with a floating interest rate is disclosed below.
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.
66
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Interest rate risk (continued)
Increase or
decrease
(basis
points)
Group
Holding
€
€
2024
+100
(145,125)
5,584
-100
145,125
(5,584)
2023
+100
(40,409)
1,653
-100
40,409
(1,653)
Liquidity risk
The Group registered an improvement in its net current liability position from € 3,700,403 in 2023 to € 1,071,664 in
2024.
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 1
year
2 years
3 years
4 years
5 years
and over
Total
Carrying
amount
€
€
€
€
€
€
€
2024
Non
-
derivative
financial
liabilities
Non
-
interest
bearing
4,550,682
-
-
104,770
-
4,655,452
4,655,452
Fixed rate
instruments
2,195,421
1,846,490
1,846,490
1,846,490
44,315,760
52,050,651
36,368,518
Variable rate
instruments
1
1,483,890
719,96
6
697,756
676,276
2,465,32
7
16,043,215
15,260,561
Lease liabilities
916,483
884,522
852,559
433,983
4,295,138
7,382,685
4,974,908
19,146,476
3,450,978
3,396,805
3,061,519
51,076,225
80.132,003
6
1,259,439
67
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Liquidity risk (continued)
Within 1
year
2 years
3 years
4 years
5 years
and over
Total
Carrying
amount
€
€
€
€
€
€
€
202
3
Non
-
derivative
financial
liabilities
Non
-
interest
bearing
1,688,313
175,459
135,431
-
-
1,999,203
1,999,203
Fixed rate
instruments
20,599,830
1,846,490
1,846,490
1,846,490
46,162,250
72,301,550
54,566,027
Variable rate
instruments
3,168,758
1,281,497
-
-
-
4,450,255
4,431,907
Lease liabilities
754,964
754,964
1,544,174
163,064
3,162,050
6,379,216
4,937,768
Other loans
-
60,236
-
-
-
60,236
60,236
26,211,865
4,118,646
3,526,095
2,009,554
49,324,300
85,190,460
65,995,141
Undrawn facilities are described in note 23.
Holding Company
On
2 years
3 years
4 years
5 years
Total
Carrying
demand or
and over
amount
within 1
year
€
€
€
€
€
€
€
202
4
Non
-
derivative
financial
liabilities
Non
-
interest
83,638
-
-
-
-
83,638
83,638
bearing
Fixed rate
2,195,421
1,846,490
1,846,490
1,846,490
4
4,315,760
52,050,651
36,368,518
instruments
2,279,059
1,846,490
1,846,490
1,846,490
4
4,315,760
5
2,134,289
36,452,156
68
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
Liquidity risk (continued)
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.
On
2 years
3 years
4 years
5 years
Total
Carrying
demand or
and over
amount
within 1
year
€
€
€
€
€
€
€
202
3
Non
-
derivative
financial
liabilities
Non
-
interest
82,694
-
-
-
-
82,694
82,694
bearing
Fixed rate
20,599,830
1,846,490
1,846,490
1,846,490
46,162,250
72,301,550
53,965,108
instruments
20,682,524
1,846,490
1,846,490
1,846,490
46,162,250
72,384,244
54,047,802
Reconciliation of liabilities arising from financing activities
2023
Cashflows
Lease
Repayment
Amortisation
2024
modification
of 5.3% bond
of bond
(see Note 18)
(see Note 27)
issue costs
€
€
€
€
€
€
Lease liability
4,937,768
(614,470)
651,610
-
-
4,974,908
Bank loans
1,457,902
2,857,354
-
-
-
4,315,25
6
Bank overdraft
2,974,005
7,971,300
-
-
-
10,945,305
Debt securities in
53,965,108
-
-
(17,652,330)
55,740
36,368,518
issue
63,334,783
10,214,184
651,610
(17,652,330)
55,740
56,603,987
69
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2024
33. Financial risk management (continued)
202
2
Cashflows
Issuance of
Amortisation of
202
3
new bond (see
bond issue
Note 27
)
costs
€
€
€
€
€
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
53,875,714
-
-
89,394
53,965,108
issue
62,854,284
391,105
-
89,394
63,334,783
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 € 4,315,255 (2023: € 1,457,902), other
liabilities amounting to € 1,078,618 (2023: € 1,098,177) and debt securities amounting to € 36,368,518 (2023: €
36,312,778) 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.
34. Capital Commitments
The Group, through one of its subsidiaries, has future payment commitments for capital expenditure contracted for at
the end of the reporting year, but not yet incurred in the amount of € 1,628,221 (2023: €2,225,593).
35. Post balance sheet events
As disclosed in note 1, subsequent to year end, in 2025, the Group through one of its subsidiaries signed a new loan
agreement with a Latvian commercial bank for the amount of € 12,000,000. Moreover, the subsidiary's credit line limit
with the bank was amended from € 12,000,000 (as disclosed in note 23) to € 8,000,000. The maturity dates of the loan
and credit line are 28 February 2028 and 31 January 2026 respectively.
70


-




+356 2133 2606





Independent auditor’s report
to the members of
Mariner Finance plc
Report on the audit of the financial statements
Opinion
         
            9   
4
   
.

4of 
  
                 

Basis for Opinion
               
Auditor’s Responsibilities for the Audit of the Financial Statements 
                 
International Code of Ethics for Professional Accountants including International Independence Standards 
 Accountancy Profession (Code
of Ethics for Warrant Holders) Directive    
 . W  
n
-

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), Deloitte Tax Services Limited
(C51320) and iMovo Limited (C50760), all limited liability companies registered in Malta with registered 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 Santa Sofia no. 28, 20122, 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 firms 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.
© 2025. For information, contact Deloitte Malta.
71
Independent auditor’s report
to the members of
Mariner Finance plc



 
      
 
Valuation of building in Riga, Latvia with a carrying value of Eur5.01m in the individual and consolidated financial statements

         4   Eur5.01m.        
l

. 
 
 -.

.
4 
• 
• 
•                 

• 
•               
 
       






Valuation of warehousing, storage and administration land & buildings with a carrying value of Eur45.92m in the consolidated
financial statements
n
         
                 
Eur45.92m. 
 
72


-










Independent auditor’s report
to the members of
Mariner Finance plc
   . 
Eur3.7m
-Th 
re


4 
• 
• 
•                 

• 




We 


The               


 

Report on Other Legal and Regulatory Requirements.
E  
               
                   

73
Independent auditor’s report
to the members of
Mariner Finance plc
e
                 





on .
- 

• 

• 



                  

 



       








 

                  

74


-










Independent auditor’s report
to the members of
Mariner Finance plc


                   
                   e


  

 
                  
     -             


                

•             
                

               

•                  
                 
 
• 

• 

                   

      
                 


 

75
Independent auditor’s report
to the members of
Mariner Finance plc
• 
 

• 





 



 


 
We



Report on other legal and regulatory requirements
                


Accountancy Profession (European Single Electronic Format)
Assurance Directive               

4
                  
                


76


-










Independent auditor’s report
to the members of
Mariner Finance plc
Responsibilities of the Directors for the Annual Financial Report

• 


• 
-


Auditor’s responsibilities for the Reasonable Assurance Engagement

he


-

• 


• 

• 
                  



Reasonable Assurance Opinion
4 

77
Independent auditor’s report
to the members of
Mariner Finance plc











                  



 


 



• 
• 
• 
• 





    


11 
78


-










Independent auditor’s report
to the members of
Mariner Finance plc

e

5 5.
 



