Mariner Finance PLC Financial Statements 2025

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 - 77

Directors:	Marin Hili (Chairman)Michela Borg Edward Hili (Chief Executive Officer)Kevin Saliba
	Lawrence Zammit
	Anthony Busuttil
	Ian Micallef
Secretary:	Kevin Saliba
Registered Office:	37, Censu Tabone Street,
	St Julian's,
	Malta.
Country of incorporation:	Malta
Company registration number:	C31514
Auditor:	Deloitte Audit Limited,Deloitte Place,
	Triq l-Intorjatur,
	Central Business District,
	Malta.
Legal Advisor:	Camilleri Preziosi,
	Level 3 Valletta Buildings,
	South Street,
	Valletta,Malta.

Mariner Finance p.l.c

Directors’ report

Year ended 31 December 2025

The directors present their report and the audited financial statements of the Group and the Company for

the year ended 31 December 2025.

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 € 6,065,643 (2024 – € 6,024,457) and a

profit before tax of € 8,625,826 (2024 – € 9,754,168) respectively.

The net assets of the Group at the end of the year amounted to € 67,436,155 (2024 – € 65,808,828), and

that of the Company € 63,621,878 (2024 – € 60,603,959).

The Group consolidated profit before tax was marginally higher than that recorded in the preceding year.

The Group's annual turnover, generated from its operations at Baltic Container Terminal (BCT), increased

by € 1.2 million compared to the prior year. During the reporting year, the Group handled volumes that

wer e 3% higher than those recorded in the previous year. Cost of sales increased, in line with the growth

in revenue, resulting in an improved gross profit to sales ratio when compared to 2024. Investment income

amounted to € 284,591 (2024: € 1,261,926). In the previous year, the Group recognised a revaluation

gain of € 626,000 on its investment property in Latvia. No changes to the fair value of this investment

property were recognised during the reporting year. Furthermore, in 2024, the Group received interest

income from its parent company amounting to € 355,056. No similar interest income was received during

the current year. Total comprehensive income of the Group amounted to € 7,227,327 (2024: €

9,305,274). This amount includes a revaluation gain of land and buildings at Baltic Container Terminal

(BCT) amounting to € 1,666,087 (2024: € 3,703,120). The land plot at BCT has been enhanced through

the reconstruction of the KS-34 pier, whic h quay was extended by 57 meters, resulting in a total length of

507 meters. This development is expected to strengthen BCT's capacity to generate increased revenue.

Moreover, further revenue is expected to be generated from an additional 29,284 square meters of

container storage.

The Company's profit before tax was marginally lower than that recorded in the prior year. In 2024, the

Company recognised a revaluation gain on its investment property in Latvia amounting to € 626,000. No

changes to the fair value of this investment property were recognised during the reporting year.

Furthermore, a lower dividend of € 8,394,269 (2024: € 8,987,301) was received from the Company's

subsidiary. On a positive note, the Company's rental and related income increased by 13% during the

year, while the occupancy rate at Merkela improved from 75% to 84%.

The increase in the Group's net assets is primarily attributable to the profit for the year, and the

revaluation gain recognised on land and buildings at BCT. The increase in the Company's net assets

reflects the profit for the year, mainly arising from the dividend received from the Group's subsidiary.

In year 2026, the Group is budgeting a further 3% increase in throughput on year 2025 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 the reporting year, BCT completed the construction of the quay extension. The

total reconstruction costs amounted to € 4,747,920.

The Group measures the achievement of its objectives through the use of the following other key

performance indicators:

Mariner Finance p.l.c

Director’s Report

Year ended 31 December 2025

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 € 3,882,122 (2024: € 2,554,662). The increase in free cash flows was mainly attributable to

higher cashflows from operations, whic h increased from € 6,956,376 to € 7,278,679, together with lower

capital expenditure during the reporting year, amounting to € 3,396,557 (2024 - € 4,401,714).

The Group measures its performance based on EBITDA, which is defined as the Group profit before

depreciation, amortisation, investment income, finance costs and taxation. During the year under review,

EBITDA increased by 7% from € 10,190,092 to € 10,944,498, mainly due to an increase in the Group's

operating profit during the reporting year.

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% (2024: 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 increased to

21 moves per hour in 2025 as compared to 20 moves per hour in 2024.

Property rental is measured in accordance with the level of occupancy whic h improved by 9% when

compared to the prior year.

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 servic e quality and performance in managing this risk. The Group is dependent on certain customers as

disclosed in note 5 to the financial statements.

(b) Legislative risks

The Group is subject to numerous laws and regulations covering a wide range of matters. Failure to comply

could have financial or reputational implications and could materially affect the Group’s ability to operate. The

Group has embedded operating policies and procedures to ensure compliance with existing legislation.

Mariner Finance p.l.c

Directors’ Report

Year ended 31 December 2025

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.

(d) Customer service

The group’s revenues are at risk if it does not continue to provide the level of ser vic e expected by its

customers. The group’s commitment to customers is embedded in its values. The group continually seeks to

make improvements to the services provided by investing in technology, equipment and infrastructure, through

the ongoing training of employees and enhancements in operational practices.

(e) Political risk

Despite

the current geographical unrest in neighbouring countries, the Group operates in a country with

stable social and political conditions. Adverse changes in these conditions, for example, political unrest,

strikes, war and other forms of instability including natural disasters, epidemics, widespread transmission of

diseases and terrorist attacks may negatively affect the Group’s business, results of operations, financial

conditions or prospects. The Group adapts to such risks by incorporating this risk into its business strategy.

(f) Financial risk management

Note 33 to the financial statements provides details in connection with the Group’s use of financial

instruments, its financial risk management objectives and policies and the financial risks to which it is

exposed.

Results and dividends

The result for

the year

ended 31 December 2025 is presented 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 € 5,561,240

compared to € 5,602,154 in 2024, in line with the prior year. Total comprehensive income of the Group

amounted to € 7,227,327, which includes a revaluation gain of land and buildings at BCT. The Company

registered a profit for the year of € 8,617,919 compared to € 9,745,949 in 2024. In the previous year, the

Company recognised a revaluation gain on its investment property in Latvia. No changes to the fair value of

this investment property were recognised during the reporting year. Furthermore, a lower dividend amounting

to € 8,394,269 (2024: € 8,987,301) was received from its subsidiary. Rental income from Merkela increased

by 11% during the year. During the reporting year, the Company declared and distributed a dividend

amounting to € 5,600,000 (2024: € 5,600,000).

Post balance sheet events

Since 28 February 2026, the

geopolitical situation in the Middle East has escalated with various ramifications.

Further details have been described in note 1. There is currently no indication that there will be a significant

impact on the Group’s financial performance, financial position and cash flows. The situation continues to be

closely monitored by management to ensure that the interests of all its stakeholders are safeguarded.

Likely future business developments

The directors consider that the year end financial position was satisfactory and that the Company and the

Group are well placed to sustain the present level of activity in the foreseeable future.

Mariner Finance p.l.c

Directors' report

Year ended 31 December 2025

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 29 April 2026 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 2025.

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 whic h 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 2025 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 29 April 2026 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 2025.

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 vir tue 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

5.97.8.

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

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.

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.

Mariner Finance p.l.c

Corporate governance statement

Non-

Principle 11: Conflict of interest

Under

present

structure,

the

majority

Directors

the

Issuer

are

Directors

of its

parent company

Mariner

Capital Ltd

and

ultimate beneficial

shareholders

of the

Group, and

such are

susceptible to

conflicts

arising

between the potentially diverging

interests

said

shareholders

and

the

Group

as well as conflicts of interest

which

may arise

relation to transactions

involving

the

Issuer and

Mariner Capital

Ltd.

Kevin Saliba,

director and company secretary, is also

the Chief

Financial

Officer of

Mariner

Capital Ltd. The audit

committee

the Issuer

has the task

ensuring

that

any

potential

conflicts

interest

that

may

arise

any

moment, pursuant

these different roles held by Directors, are handled

the best

interest of

the

Issuer and

according

to law.

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

the

Company's Board

Directors

on 29

April 2026

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 2025.

	Notes	Group2025	Group2024	Holding Company2025	Holding Company2024
		€	€	€	€
Revenue	6	20,827,056	19,595,410	-	-
Cost of sales		(9,914,756)	(9,541,095)	-	-
Gross profit		10,912,300	10,054,315	-	-
Administrative expenses		(2,970,449)	(2,761,664)	(233,698)	(278,728)
Net other operating income	7	545,561	646,953	360,055	291,656
Operating profit		8,487,412	7,939,604	126,357	12,928
Investment income	8	284,591	1,261,926	10,345,959	12,060,202
Finance costs	9	(2,706,360)	(3,177,073)	(1,846,490)	(2,318,962)
Profit before tax	10	6,065,643	6,024,457	8,625,826	9,754,168
Income tax expense	13	(504,403)	(422,303)	(7,907)	(8,219)
Profit for the year attributable to the owners of the holding company		5,561,240	5,602,154	8,617,919	9,745,949
Other comprehensive income
Items that will not be reclassified subsequently to profit or loss		1,666,087	3,703,120	-
Gain on revaluation of land and buildings	15				-
Other comprehensive income for the year, net of tax		1,666,087	3,703,120	-	-
Total comprehensive income for the year attributable to the owners of the holding company		7,227,327	9,305,274	8,617,919	9,745,949

Mariner Finance p.l.c

Statement of profit or loss and other comprehensive income

Year ended 31 December 2025

	Notes	Group 2025	Group 2024	Holding Company2025	Holding Company2024
		€	€	€	€
ASSETS AND LIABILITIES
Non-current assets
Goodwill	3	13,184,904	13,184,904	-	-
Intangible asset	16	395,982	416,706	-	-
Property, plant and equipment	15	57,699,184	54,719,976	12,401	19,351
Investment property	17	5,095,000	5,095,000	5,095,000	5,095,000
Right-of-use assets	18	6,732,408	7,581,500	-	-
Investment in subsidiaries	19	-	-	26,898,805	26,898,805
Loans receivable*	19	35,288,326	32,094,181	61,882,428	56,889,053
		118,395,804	113,092,267	93,888,634	88,902,209
Current assets
Loans receivable*	19	8,513,873	8,300,980	6,091,916	7,889,166
Inventories	20	400,462	331,268	-	-
Trade and other receivables*	21	3,970,170	4,142,018	89,546	71,851
Cash and cash equivalents	30	497,294	748,065	384,085	558,440
		13,381,799	13,522,331	6,565,547	8,519,457
Total assets		131,777,603	126,614,598	100,454,181	97,421,666
Current liabilities
Trade and other payables	22	1,771,079	2,622,589	388,878	432,569
Lease liability	25	1,453,364	659,478	-	-
Bank loans and overdraft	23	4,646,719	11,224,770	-	-
Other liabilities	24	58,694	41,352	-	-
Current tax liability	13	68,475	45,806	7,919	8,231
		7,998,331	14,593,995	396,797	440,800

Mariner Finance p.l.c

Statement of financial position

31 December 2025

*Comparative information has been reclassified to conform to current year presentation.

Mariner Finance p.l.c

Statement of financial position

31 December 2025

	Notes	Group 2025	Group 2024	Holding Company 2025	Holding Company 2024
		€	€	€	€
Non-current liabilities
Other liabilities	24	1,953,838	1,037,266	8,327	8,389
Trade and other payables	22	-	104,770	-	-
Debt securities in issue	27	36,427,179	36,368,518	36,427,179	36,368,518
Lease liabilities	25	2,374,293	4,315,430	-	-
Bank loans	23	15,262,807	4,035,791	-	-
Deferred tax liability	26	325,000	350,000	-	-
		56,343,117	46,211,775	36,435,506	36,376,907
Total liabilities		64,341,448	60,805,770	36,832,303	36,817,707
Net assets		67,436,155	65,808,828	63,621,878	60,603,959
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	18,423,010	16,756,923	-	-
Retained earnings		40,411,950	40,450,710	54,058,201	51,040,282
Total equity		67,436,155	65,808,828	63,621,878	60,603,959

These financial statements on pages 11 to 69 were approved by the Board of Directors and authorised for issue on

29 April 2026 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 2025.

Lawrence Zammit Kevin Saliba

Director Director

Mariner Finance p.l.c

Statement of changes in equity - Group

Year ended 31 December 2025

Balance as at 1 January 2024	Share capital	Other equity	Other reserve	Revaluation reserve	Retained earnings	Total
	€	€	€	€	€	€
	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
Balance as at 31 December 2024	500,000	10,000,000	(1,898,805)	16,756,923	40,450,710	65,808,828
Profit for the year	-	-	-	-	5,561,240	5,561,240
Other comprehensive income for the year	-	-	-	1,666,087	-	1,666,087
Total comprehensive income for the year	-	-	-	1,666,087	5,561,240	7,227,327
Dividend paid (Note 14)	-	-	-	-	(5,600,000)	(5,600,000)
Balance as at 31 December 2025	500,000	10,000,000	(1,898,805)	18,423,010	40,411,950	67,436,155

Mariner Finance p.l.c

Statement of changes in equity – Holding Company

Year ended 31 December 2025

Balance as at 1 January 2024	Share capital	Other equity	Other reserve	Retained earnings	Total
	€	€	€	€	€
	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
Balance as at 31 December 2024	500,000	10,000,000	(936,323)	51,040,282	60,603,959
Profit for the year, total
comprehensive income for the year	-	-	-	8,617,919	8,617,919
Dividend paid (Note 14)	-	-	-	(5,600,000)	(5,600,000)
Balance as at 31 December 2025	500,000	10,000,000	(936,323)	54,058,201	63,621,878

Mariner Finance p.l.c

Statement of cash flows

Year ended 31 December 2025

	Notes	Group 2025	Group 2024	Holding Company	Holding Company 2024
				2025
		€	€	€	€
Cash flow from operating activities
Profit before tax	10	6,065,643	6,024,457	8,625,826	9,754,168
Adjustments for:
Depreciation of property, plant and equipment	15	2,065,889	1,856,398	6,950	6,897
Depreciation of right-of-use assets	18	350,860	354,737	-	-
Amortisation of intangible assets	16	40,337	39,353	-	-
Investment income	8	(284,591)	(635,926)	(10,345,959)	(11,434,202)
Amortisation of bond expenses	27	58,661	87,212	58,661	87,212
Interest expense	9	2,498,080	2,876,568	1,846,490	2,318,962
Interest expense on lease liability	9	173,944	300,505	-	-
Gain on revaluation of investment property	17	-	(626,000)	-	(626,000)
Gain on disposal of property, plant and equipment	7	(2,066)	-	-	-
Operating profit before working capital movements		10,966,757	10,277,304	191,968	107,037
Movement in trade and other receivables	21	147,846	172,445	(17,695)	4,804
Movement in trade and other payables	22 & 24	(830,593)	219,565	(43,753)	5,539
Movement in inventories	20	(69,194)	(45,992)	-	-
Cash flow from operations		10,214,816	10,623,322	130,520	117,380
Interest received	8	284,591	280,870	1,951,690	2,169,514
Income tax paid		(506,734)	(518,755)	(8,219)	(11,500)
Interest paid	9 & 22	(2,540,050)	(3,128,556)	(1,846,490)	(2,570,950)
Interest paid on lease liability	9	(173,944)	(300,505)	-	-
Net cash flow from / (used in) operating activities		7,278,679	6,956,376	227,501	(295,556)

Mariner Finance p.l.c

Statement of cash flows

Year ended 31 December 2025

	Notes	Group	Group	Holding Company	Holding Company
		2025	2024	2025	2024
		€	€	€	€
Cash flow from investing activities
Purchase of property plant and equipment	15	(3,379,010)	(4,388,223)	-	(1,620)
Purchase of intangible assets	16	(19,613)	(17,520)	-	-
Proceeds from disposal of property, plant and equipment	7	2,066	4,029	-	-
Dividends received		-	-	8,394,269	8,987,301
Loans advanced to parent company	19	(11,369,770)	(11,733,135)	(10,758,625)	(11,121,411)
Loan repayments from parent company	19	2,376,734	17,241,795	1,962,500	16,824,000
Loans advanced to related parties	19	(473,381)	(1,164,566)	(1,951,625)	-
Loan repayment from related parties	19	459,180	923,000	-	-
Proceeds from EU grant	24	944,215	-	-	-
Advances of other loans	19	-	(200)	-	-
Other loan repayments received	19	200	5,100	-	-
Repayments from subsidiaries		-	-	1,951,625	3,684,257
Net cash flows from / (used in) investing activities		(11,459,379)	870,280	(401,856)	18,372,527
Cash flow from financing activities
Lease liability paid	25	(649,020)	(614,470)	-	-
Proceeds from bank borrowings	23	18,402,630	10,828,653	-	-
Repayment of bank loans	23	(13,823,681)	-	-	-
Repayment of debt securities	27	-	(17,683,800)	-	(17,683,800)
Net cash flow from / (used in) from financing activities		3,929,929	(7,469,617)	-	(17,683,800)
Net movements in cash and cash equivalents		(250,771)	357,039	(174,355)	393,171
Cash and cash equivalents at the beginning of the year		748,065	391,026	558,440	165,269
Cash and cash equivalents at the end of the year	30	497,294	748,065	384,085	558,440

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 and exports from Latvia 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. Moreover, the conflict in the Middle East did impact

slightly the Group’s terminal operations. In fact, BCT experienced few cancellations in the loading of export containers

to Gulf countries directly impacted by the conflict. The Group continues to monitor broader economic factors,

particularly fluctuation in oil prices, arising from the current situation in the region, as these developments may

influence shipping freight rates and, consequently, have a direct impact on shipping volumes. Nonetheless, this

negative impact is only expected to be of a temporary nature. Projections for the year ending 31 December 2026

incorporate the ongoing impact of such conflicts. 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 2025, the Group completed the extension of the yard area by 29,200

square meters. Total reconstructions costs amounted to € 4,747,920.

The Group has a strong financial position and significant resources at its disposal. Furthermore, the Group’s container

terminal as well as the property in Latvia, are both well-positioned to continue to be long-term sustainable businesses.

The financial statements have been prepared under the historical cost basis, except for investment property which

are stated at their fair value, and land and buildings which are stated at their revalued amounts, and in accordance

with International Financial Reporting Standards as adopted by the EU. The 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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).

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

The Group remeasures the lease liability (and makes a corresponding adjustment to the related right-of-use asset)

whenever:

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

2. Material accounting policies (continued)

Leases (continued)

• The lease term has changed or there is a significant event or change in circumstances resulting in a change

in the assessment of exercise of a purchase option, in which case the lease liability is remeasured by

discounting the revised lease payments using a revised discount rate.

• The lease payments change due to changes in an index or rate or a change in expected payment under a

guaranteed residual value, in which cases the lease liability is remeasured by discounting the revised lease

payments using an unchanged discount rate (unless the lease payments change is due to a change in a

floating interest rate, in which case a revised discount rate is used).

• A lease contract is modified and the lease modification is not accounted for as a separate lease, in which

case the lease liability is remeasured based on the lease term of the modified lease by discounting the

revised lease payments using a revised discount rate at the effective date of the modification.

The 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

2. Material accounting policies (continued)

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.

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, investment property, intangible assets, investment in subsidiaries,

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 investment property 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

Assessment for impairment of assets (continued)

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

benefit from that business combination.

The carrying amount of goodwill amounting to € 13,184,904 arises on a business combination made in 2014 and has

been allocated to the business of SIA Baltic Container Terminals.

The recoverable amounts of the CGUs are determined from value in use calculations.

The key assumptions for value in use calculations are those regarding the discount rates, growth rates and expected

changes to selling prices and direct costs during the period. The directors estimate discount rates using pre-tax rates

that reflect current market assessment of the time value of money and specific risks. The growth rates are based on

forecasts which are based on past experience and estimates which the directors consider to be appropriate in the

circumstances. Changes in selling price and direct costs are based on best practices and expectations of future

changes in the market. The Group prepares cash flow forecasts derived from the most recent financial budgets

approved by directors.

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 6.82% (pre-tax) (2024: 8.81%) 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.

As at 31 December 2025, the fair value of the buildings at BCT amounted to € 51,084,000, which exceeded the net

carrying value of the property of € 49,417,913. As a result of this revaluation, the fair value of the revalued property

was increased by € 1,666,087. 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.

Amendments in IFRS Standards that are effective in current year

During the financial year ended 31 December 2025, the Group and the Company adopted new amendments to

existing standards that are mandatory for accounting periods beginning on 1 January 2025. The adoption of these

amendments to the requirements of IFRSs as adopted by the EU did not have a material impact on the Group’s

financial position, performance, including disclosures.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

Certain new standards, amendments and interpretations to existing standards have been published by the date of

authorisation for issue of these financial statements, that are mandatory for the Group's and Company's accounting

periods beginning after 1 January 2025. The Group and Company have not early adopted these standards and

amendments to the requirement of IFRSs as adopted by the EU and the Directors are in the process of assessing

the potential impact of the newly issued standards, amendments, and interpretations in the period of initial application.

Relevant new IFRS Accounting Standards, which are not yet effective as at 31 December 2025, and have not been

applied in preparing these financial statements, include IFRS 18, Presentation and Disclosure in Financial

Statements, which is effective for annual periods beginning on or after 1 January 2027. This standard replaces IAS

1, Presentation of Financial Statements, and sets out requirements for the presentation and disclosure of information

in general purpose financial statements. The standard introduces new requirements for the presentation of the

statement of profit or loss, including specified subtotals and enhanced disclosure requirements for management-

defined performance measures. Earlier application is permitted.

The Directors are currently assessing the impact that application of IFRS 18 will have on the presentation and

disclosures with the Group’s and the Company’s financial statements in the period of initial application. Specifically,

all income and expenses must be classified into one of three categories: operating, investing and financing. The

Group is required to present new subtotals in the statement of profit or loss: 'operating profit', ‘profit before financing

and income tax’ and ‘profit before income tax’. Comparative information must be restated to reflect the new

presentation. If the Directors opt to disclose management-defined performance measures (MPMs), then these

measures must be reconciled to IFRS-defined subtotals. The adoption of IFRS 18 will not affect total profit or loss or

equity.

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 29% and 32% (2024- 21% and 35%) 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

5. Segment information (continued)

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

Profit before tax	2025	2024
	€	€
Total profit for reportable segments	8,084,468	7,576,513
Unallocated amounts:
Bond interest expense	(1,846,490)	(2,318,962)
Other unallocated amounts	(172,335)	766,906
	6,065,643	6,024,457

Assets	2025	2024
	€	€
Total assets for reportable segments	84,556,477	82,553,683
Unallocated amounts:
Goodwill	13,184,904	13,184,904
Trade and other receivables	60,982	61,367
Loans receivable	33,712,428	30,516,303
Cash and cash equivalents	262,812	298,341
	131,777,603	126,614,598

Liabilities	2025	2024
	€	€
Total liabilities for reportable segments	27,539,214	24,013,625
Unallocated amounts
Debt Securities in issue	36,427,179	36,368,518
Trade and other payables	375,055	423,627
	64,341,448	60,805,770

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:

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

5. Segment information (continued)

Continuing operations	Cargo handling and storage of containers	Property rental	Unallocated	Total
	2025	2025	2025	2025
	€	€	€	€
Revenue	20,827,056	-	-	20,827,056
Net other operating income	185,506	360,067	(12)	545,561
Operating income	21,012,562	360,067	(12)	21,372,617
Investment income	284,526	-	65	284,591
Finance cost	859,870	-	1,846,490	2,706,360
Earnings before interest, tax, depreciation and amortisation	10,811,813	284,365	(151,680)	10,944,498
Profit/(loss) before tax	7,793,593	290,875	(2,018,825)	6,065,643
Depreciation and amortisation	2,450,136	6,950	-	2,457,086
Total assets	79,296,450	5,260,027	47,221,126	131,777,603
Total non-financial non-current assets	64,815,173	5,107,402	13,184,903	83,107,478
Capital expenditure	3,398,623	-	-	3,398,623
Total liabilities	27,508,716	30,498	36,802,234	64,341,448
Income tax expense	496,446	50	7,907	504,403

Continuing operations	Cargo handling and storage of containers	Property rental	Unallocated	Total
	2024	2024	2024	2024
	€	€	€	€
Revenue	19,595,410	-	-	19,595,410
Net other operating income	350,137	296,816	-	646,953
Operating income	19,945,547	296,816	-	20,242,363
Investment income	280,790	626,000	355,136	1,261,926
Finance cost	858,111	-	2,318,962	3,177,073
Earnings before interest, tax, depreciation and amortisation	10,096,794	224,456	(131,158)	10,190,092
Profit/(loss) before tax	7,356,900	219,613	(1,552,056)	6,024,457
Depreciation and amortisation	2,243,591	6,897	-	2,250,488
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	13,184,905	80,998,086
Capital expenditure	4,544,223	1,620	-	4,545,843
Total liabilities	23,987,016	26,609	36,792,145	60,805,770
Income tax expense	414,034	50	8,219	422,303

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

6. Revenue

Revenue represents the amount receivable for services rendered during the year, net of any indirect taxes, as follows:

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Cargo handling	17,940,788	17,205,917	-	-
Storage of containers	2,886,268	2,389,493	-	-
	20,827,056	19,595,410	-	-

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. Net other operating income

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Rental income	531,275	507,024	483,021	435,962
Other related income	193,627	215,329	-	-
Income from sale of fixed assets	2,066	-	-	-
(Loss)/Gain from exchange fluctuation	(125,564)	61,591	(12)	-
Other operating income	134,541	42,304	15,768	7,213
Employee related expenses	(25,720)	-	-	-
Other expenses	(160,826)	(178,338)	(138,722)	(151,519)
Provision for bad debts	(3,838)	(957)	-	-
	545,561	646,953	360,055	291,656

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

8. Investment income

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Interest income on related party loans	284,526	635,846	1,951,625	2,446,821
Total interest income on financial assets not classified at fair value through profit and loss	284,526	635,846	1,951,625	2,446,821
Dividend from subsidiary	-	-	8,394,269	8,987,301
Gain on revaluation of investment property	-	626,000	-	626,000
Income from other investments	65	80	65	80
	284,591	1,261,926	10,345,959	12,060,202

9. Finance costs

	Group2025	Group2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Interest on bank loans and overdraft	651,590	557,606	-	-
Interest on lease liabilities	173,944	300,505	-	-
Interest on debt securities in issue	1,846,490	2,318,962	1,846,490	2,318,962
Loss from interest rate swap	34,336	-	-	-
	2,706,360	3,177,073	1,846,490	2,318,962

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

10. Profit before tax

	Group2025	Group	Holding Company	Holding Company
		2024	2025	2024
	€	€	€	€
This is stated after charging
Depreciation of property, plant and equipment	2,065,889	1,856,398	6,950	6,897
Depreciation of right-of-use assets	350,860	354,737	-	-
Amortisation	40,337	39,353	-	-
Utilities, maintenance, transport and other operating costs	1,667,558	1,572,376	-	-
Professional and legal fees	1,572,115	1,277,080	54,141	59,764
Fuel, lubricants, spare parts and other materials
	1,294,664	1,274,922	-	-
	6,991,423	6,374,866	61,091	66,661

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

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Total remuneration payable to the parent company's auditors for the audit of the financial statements	26,000	23,500	3,000	3,000
Total fees payable to other auditors	37,750	36,070	-	-
Total fees payable for other assurance services Total fees payable to the parent company's auditors for non-audit services other than other assurance services	6,900	6,500	6,900	6,500

- tax compliance	1,610	1,610	1,610	1,610
	72,260	67,680	11,510	11,110

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

11. Key management personnel compensation

	Group	Group	Holding Company	Holding Company
	2025	2024	2025	2024
	€	€	€	€
Directors' compensation
Short-term benefits:
Fees	10,000	10,000	10,000	10,000
Other key management personnel:Short-term benefits:
Management remuneration	775,649	796,083	-	-
	785,649	806,083	10,000	10,000

12. Staff costs and employee information

	Group	Group	Holding Company	Holding Company
	2025	2024	2025	2024
	€	€	€	€
Staff costs:
Wages and salaries	4,127,736	4,011,937	-	-
Social security costs	926,685	929,609	-	-
	5,054,421	4,941,546	-	-

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

	Group 2025	Group2024	Holding Company 2025	Holding Company 2024
Operations	161	164	-	-
Administration	13	10	-	-
	174	174	-	-

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

13. Income tax expense

	Group2025	Group	Holding Company	Holding Company 2024
		2024	2025
	€	€	€	€
Current tax expense	529,403	422,303	7,907	8,219
Deferred tax expense (note 26)	(25,000)	-	-	-
	504,403	422,303	7,907	8,219

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

follows:

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Profit before tax	6,065,643	6,024,457	8,625,826	9,754,168
Tax at the applicable rate of 35%	2,122,975	2,108,560	3,019,039	3,413,959
Tax effect of:
Disallowed expenditure	793,443	836,822	92,091	115,584
Unremitted earnings earmarked for future distribution	(25,000)	-	-	-
Income subject to lower tax rates	(28,940)	(36,582)	(28,940)	(36,582)
Dividend income participation exemption	-	-	(2,937,994)	(3,145,555)
Different tax rates of subsidiaries operating in other jurisdictions	(2,221,786)	(2,147,310)	-	-
Income not subject to tax	(136,289)	(120,087)	(136,289)	(120,087)
Revaluation of property	-	(219,100)	-	(219,100)
Income tax expense for the year	504,403	422,303	7,907	8,219

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 2025 (2024:

€ 5,600,000), being a dividend per share of € 112 (2024: € 112

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 01.01.2024	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
Disposals	-	(37,548)	(850)	-	(38,398)
Revaluation	5,192,561	-	-	-	5,192,561
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
Additions	-	3,620	89,525	3,285,865	3,379,010
Revaluation	2,437,500	-	-	-	2,437,500
Disposals	-	(544,050)	(49,478)	-	(593,528)
Reclassification	4,757,461	1,087,856	193,430	(6,038,747)	-
At 31.12.2025	71,604,094	17,750,688	1,875,006	126,052	91,355,840
Accumulated depreciation
At 01.01.2024	14,385,583	12,610,461	1,105,368	-	28,101,412
Provision for the year	1,220,305	509,269	126,824	-	1,856,398
Eliminated on disposal	-	(33,519)	(850)	-	(34,369)
Revaluation	1,489,441	-	-	-	1,489,441
At 31.12.2024	17,095,329	13,086,211	1,231,342	-	31,412,882
Revaluation	771,413	-	-	-	771,413
Provision for the year	1,368,935	529,011	167,943	-	2,065,889
Eliminated on disposal	-	(544,050)	(49,478)	-	(593,528)
At 31.12.2025	19,235,677	13,071,172	1,349,807	-	33,656,656
Carrying amount
At 31.12.2024	47,313,804	4,117,051	410,187	2,878,934	54,719,976
At 31.12.2025	52,368,417	4,679,516	525,199	126,052	57,699,184

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 30 January 2026. 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 € 51,084,000 which exceeded the net carrying value of the real estate of € 49,417,913. As a result of revaluation,

the fair value of the revalued property was increased by € 1,666,087 as of 31 December 2025. 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 2025.

Unobservable inputs	Amount	Relationship of unobservable inputs to fair value
Discount rate	8.9% - 11.2%	The higher the discount rate and
Capitalisation rate	6.97% - 8%	capitalisation rate, the lower the fair value
Expected utilisation rate	69.5% - 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 € 33,383,968 (2024: €

29,069,116).

The historic cost of fully depreciated fixed assets as of 31 December 2025 are as follows:

- Equipment and machinery – € 9,704,799 (2024: €10,178,791)

- Other fixed assets – € 893,137 (2024: €888,574)

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 2025 amounted to € 111,840 (2024: € 84,237).

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

15. Property, plant and equipment (continued)

Holding Company

Cost or valuation	€

At 01.01.2024	33,465
Additions	1,620
At 31.12.2024	35,085
Additions	-
At 31.12.2025	35,085
Accumulated depreciation
At 01.01.2024	8,837
Provision for the year	6,897
At 31.12.2024	15,734
Provision for the year	6,950
At 31.12.2025	22,684
Carrying amount
At 31.12.2024	19,351
At 31.12.2025	12,401

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

16. Intangible assets

Group

	Computer Software
	€
Cost
At 01.01.2024	969,665
Additions	17,520
At 31.12.2024	987,185
Additions	19,613
At 31.12.2025	1,006,798
Accumulated Depreciation
At 01.01.2024	531,126
Provision for the year	39,353
At 31.12.2024	570,479
Provision for the year	40,337
At 31.12.2025	610,816
Carrying amount
At 31.12.2024	416,706
At 31.12.2025	395,982

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 € 351,971 (2024: € 399,186) and will be

fully amortised in 11 years.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

17. Investment property

Group and Holding Company

	Group and Holding Company
	€
Fair value
At 01.01.2024	4,469,000
Fair value movement	626,000
At 31.12.2024	5,095,000
At 31.12.2025	5,095,000
Carrying amount
At 31.12.2024	5,095,000
At 31.12.2025	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 (2024 - Level 3) inputs as defined in IFRS.

The expenses incurred in operating the investment property amounted to € 138,722 (2024 - € 151,519).

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

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%. The Group’s management evaluated whether there have been significant changes in the fair

value of the investment property since April 2025 and concluded that the fair value approximates the carrying amount.

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

(2024: 2-15 years). The rental income earned by the Group under operating leases amounted to € 483,021 (2024 -

€ 435,962). Direct operating expenses incurred by the Group are € 138,722 (2024 - € 151,519) in relation to the

investment property during the year. In 2025, the income relating to variable lease payments to the Company that do

not depend on an index or a rate amounted to € 272,117 (2024 - € 268,812). 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 Company2025	Group and Holding Company 2024
	€	€
Within less than 1 year	228,424	215,936
Between 2 and 3 years	165,945	189,654
	394,369	405,590

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

18. Right-Of-Use assets

	Land	Piers	Container Crane	Total
	€	€	€	€
Cost
At 01.01.2024	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
Remeasurement of land lease	(498,232)	-	-	(498,232)
At 31.12.2025	1,666,492	1,118,441	5,838,974	8,623,907
Accumulated depreciation
At 01.01.2024	267,810	197,956	720,136	1,185,902
Provision for the year	81,588	39,590	233,559	354,737
At 31.12.2024	349,398	237,546	953,695	1,540,639
Provision for the year	77,710	39,591	233,559	350,860
At 31.12.2025	427,108	277,137	1,187,254	1,891,499
Carrying amount
At 31.12.2024	1,815,326	880,895	4,885,279	7,581,500
At 31.12.2025	1,239,384	841,304	4,651,720	6,732,408

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 change in legislation. Lease liabilities were modified 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. In 2025, land lease fees were revised and lease

liabilities were remeasured using the revised lease payments and discounting with the original discount rate of 4.38%

(previously: 6.4%). Total cash outflow for leases amounted to €822,963 (2024: € 914,975).

	2025	2024
	€	€
Amounts recognised in profit and loss:
Depreciation expense on right-of-use assets	350,860	354,736
Interest expense on lease liabilities	173,944	300,505
	524,804	655,241

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

19. Financial assets

Investments in subsidiaries

Holding Company

These are stated at cost and comprise:

	Investment in subsidiaries
	€
Carrying amount
At 31.12.2024	26,898,805
At 31.12.2025	26,898,805

The Company's proportion of ownership interest in subsidiaries at 31 December 2025 and their principal activities

are as follows:

	Proportion of ownership interest	Principal activities
	%
Mariner Finance Baltic SIA	100 (2024 - 100%)	Holding Company
Baltic Container Terminals SIA (indirectly through Mariner
Finance Baltic SIA)	100 (2024 - 100%)	Maritime operations

The registered offices of the following subsidiaries are:

	2025	2024
	€	€
Capital and reserves:
Mariner Finance Baltic SIA	32,794,963	32,943,269
Baltic Container Terminals SIA	55,055,031	56,322,317
Profit or loss:
Mariner Finance Baltic SIA	8,245,962	6,219,933
Baltic Container Terminals SIA	7,316,360	6,904,234

Baltic Container Terminals SIA - 32, Uriekstes iela, Riga, LV-1005, Latvia

Mariner Finance Baltic SIA - 1, Merkela Street, Riga, LV-1050, Latvia.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 31.12.2024	37,921,515	2,473,446	200	40,395,161	30,516,303	34,261,916	64,778,219
Less: Amount expected to be settled within 12 months (shown under current assets)	7,847,963	453,017	-	8,300,980	7,397,250	491,916	7,889,166
Amount expected to be settled after 12 months	30,073,552	2,020,429	200	32,094,181	23,119,053	33,770,000	56,889,053
Amortised cost at 31.12.2025	41,314,551	2,487,648	-	43,802,199	33,712,428	34,261,916	67,974,344
Less: Amount expected to be settled within 12 months (shown under current assets)	8,105,142	408,731	-	8,513,873	5,600,000	491,916	6,091,916
Amount expected to be settled after 12 months	33,209,409	2,078,917	-	35,288,326	28,112,428	33,770,000	61,882,428

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 01.01.2024	47,932,925	2,231,881	5,100	50,169,906	40,739,437	37,454,257	78,193,694
Advances and interest charged	12,830,385	1,164,565	200	13,995,150	12,218,661	1,998,340	14,217,001
Dividend	(5,600,000)	-	-	(5,600,000)	(5,600,000)	-	(5,600,000)
Repayments	(17,241,795)	(923,000)	(5,100)	(18,169,895)	(16,841,795)	(5,190,681)	(22,032,476)
At 31.12.2024	37,921,515	2,473,446	200	40,395,161	30,516,303	34,261,916	64,778,219
Advances and interest charged	11,369,770	473,381	-	11,843,151	10,758,625	1,951,625	12,710,250
Dividend	(5,600,000)	-	-	(5,600,000)	(5,600,000)	-	(5,600,000)
Repayments	(2,376,734)	(459,179)	(200)	(2,836,113)	(1,962,500)	(1,951,625)	(3,914,125)
At 31.12.2025	41,314,551	2,487,648	-	43,802,199	33,712,428	34,261,916	67,974,344

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

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

19. Financial assets (continued)

Loan to subsidiaries and related party

Holding Company:

As at 31 December 2025, the Company has a loan of € 33,770,000 (2024 – € 33,770,000) from Mariner Finance

Baltic SIA. This loan bears interest at the rate of 5.7% (2024: 5.7%) per annum and is repayable in December 2032.

As at 31 December 2025, the Company was owed accrued interest amounting to € 491,916 (2024: € 491,916) and

is repayable on demand.

:

As of 31 December 2025, the Group had three outstanding loan agreements with Mariner Logistics SIA for the

nominal amount of € 1,648,150 (2024: € 1,648,150), € 150,000 (2024: nil), and € 250,000 (2024: nil). The interest

rate for all loans is 3.5% (2024: 3.5%) per annum. The loans are unsecured. The repayment date of the loans is on

27 February 2034, 31 August 2026 and 18

March 2026 respectively. Moreover, loans amounting to € 240,437 and €

172,500 were repaid on 1 March 2025 and 11 September 2025 respectively. Accrued interest as at 31 December

2025 amounted to € 439,498 (2024: € 412,360).

Loan to parent

Holding Company:

As of 31 December 2025, the Company had an outstanding amount due from Mariner Capital Limited of € 33,712,428

(2024: € 30,516,303) and is interest free. € 27,015,178 is repayable on demand, however it is not expected to be

repaid within twelve months after the end of the reporting period, whilst € 5,600,000 is due to be received from the

parent within the next financial year. As at 31 December 2025, the Company had accrued interest receivable from

Mariner Capital Limited on the loans and receivables amounting to € 1,097,250 (2024: € 1,097,250). This accrued

interest is repayable on demand, however it is not expected to be repaid within twelve months after the end of the

reporting period.

:

As of 31 December 2025, 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 2030, 19 June 2027, 31 July 2026 and 24 February 2026, respectively.

A loan amounting to € 400,000 was repaid on 28 February 2025. All loans are unsecured and carry an interest rate

of 3.5% per annum. As at 31 December 2025, the Group had accrued interest receivable from Mariner Capital on

the loans and receivables amounting to € 1,652,123 (2024: €1,455,212). This accrued interest is repayable on

demand, however it is not expected to be repaid within twelve months after the end of the reporting period.

During the year, the management reclassified the accrued interest income of the Group and the Company amounting

to Eur1,097,250 and Eur1,589,166, respectively, as at 31 December 2024, from trade and other receivables to loans

receivable within current assets to better reflect the nature of these balances. This reclassification had no impact on

total current assets, total assets, total equity or profit for the year.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

20. Inventories

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Spare parts	222,412	205,667	-	-
Raw materials	95,467	66,244	-	-
Fuel	21,686	19,785	-	-
Other	43,760	35,684	-	-
Advance payments for inventory	17,137	3,888	-	-
	400,462	331,268	-	-

The amount of inventories recognised as an expense during the year amounted to € 1,294,664 (2024: €1,274,922).

During the current year, the Group recognised a provision of slow-moving inventory amounting to € 21,132 (2024:

provision of € 632), presented in the statement of profit or loss and other comprehensive income within cost of sales.

21. Trade and other receivables

	Group2025	Group2024	Holding Company	Holding Company 2024
			2025
	€	€	€	€
Trade receivables	3,807,540	3,995,955	28,775	10,485
Other receivables	86,853	45,077	36,727	33,786
Prepayments	75,777	100,986	24,044	27,580
	3,970,170	4,142,018	89,546	71,851

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

During the year, the management reclassified the accrued interest income of the Group and the Company amounting

to Eur1,097,250 and Eur1,589,166, respectively, as at 31 December 2024, from trade and other receivables to loans

receivable within current assets to better reflect the nature of these balances. This reclassification had no impact on

total current assets, total assets, total equity or profit for the year.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

22.Trade and other payables

	Group2025	Group 2024	Holding Company 2025	Holding Company2024
	€	€	€	€
Trade payables	305,986	950,793	4,941	5,634
Other payables	485,022	540,080	9,323	8,506
Accrued interest	306,961	348,931	306,961	348,931
Other accruals	673,035	887,480	67,578	69,423
Bond exchange premium	75	75	75	75
	1,771,079	2,727,359	388,878	432,569
Current	1,771,079	2,622,589	388,878	432,569
Non-Current	-	104,770	-	-

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

23. Bank loans and overdraft

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Bank loans	16,785,523	4,315,256	-	-
Bank overdrafts	3,124,003	10,945,305	-	-
Less: amount due for settlement within 12 months (shown under current liabilities)	(4,646,719)	(11,224,770)	-	-
Amount due for settlement after 12 months	15,262,807	4,035,791	-	-

The bank loans and overdrafts are repayable as follows:

	Group2025	Group2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
On demand or within one year	4,646,719	11,224,770	-	-
In the second year	1,428,698	546,313	-	-
In the third year	10,498,563	546,313	-	-
In the fourth year	3,335,546	546,313	-	-
5 years and over	-	2,396,852	-	-
	19,909,526	15,260,561	-	-

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

23. Bank loans and overdraft (continued)

The Group has an agreement with a Latvian commercial bank to finance the yard extension and the construction and

extension of quay KS 34. Total amount used as at 31 December 2025 was € 5,291,505. The average interest rate

for the loan in 2025 was 6% (2024: 6%). The maturity date of the loan is 7 August 2029.

As at 31 December 2024, the Group had a credit line with a Latvian commercial bank with the limit of €12,000,000.

In 2025, the Group has refinanced the credit line to loan agreement for the amount of € 12,000,000 and signed

amendments in credit line agreement. As a result, the new credit line amounted to € 8,000,000. The overdraft balance

as at 31 December 2025 amounted to € 3,124,003. The maturity date of the credit line is 31 January 2026. The

average interest rate for the overdraft and credit line in 2025 was 6% (2024: 4%). In the beginning of the year 2026,

the Group signed an amendment in credit line agreement amending the maturity date of the credit line to 31 January

2027. The maturity date of the loan is 28 February 2028.

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

	Group2025	Group 2024	Holding Company 2025	Holding Company 2024
	€	€	€	€
Other loans	93,017	62,111	8,327	8,389
Deferred income	1,919,515	1,016,507	-	-
	2,012,532	1,078,618	8,327	8,389
Amount due for settlement within 12 months (shown under current liabilities)	(58,694)	(41,352)	-	-
Amount due for settlement after 12 months	1,953,838	1,037,266	8,327	8,389

Deferred income refers to an EU grant which was received by a subsidiary of the Group. In 2023 the subsidiary

started the reconstruction and extension of the berth KS 34 by 57.3 meters in Latvia. The total available grant for

construction works amounts to € 2,092,192. In 2025, the Group received additional grant for the amount of € 944,216,

and € 41,207 (2024: € 21,434) has been released to profit and loss and recorded within cost of sales. The construction

was finished during the reporting year.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

25. Lease Liabilities

Lease liabilities consist of land lease and quay amounting to € 2,446,545 (2024: € 3,001,892), and equipment

amounting to € 1,381,112 (2024: € 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 € 106,692 (2024: € 164,558) and €

67,397 (2024: € 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 modified 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. In 2025, land lease fees

were revised and lease liabilities were remeasured using the revised lease payments and discounting with the original

discount rate of 4.38% (previously: 6.4%).

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 € 4,651,716 as of 31

December 2025 (2024: € 4,885,275) serves as a collateral for the lease.

	2025	2024
	€	€
Within 1 year	1,453,364	659,478
After 1 year	2,374,293	4,315,430
	3,827,657	4,974,908

	Group2025	Group 2024
	€	€
Lease liabilities at the beginning of the reporting period	4,974,908	4,937,768
Lease (remeasurement) / modification during the reporting period	(498,231)	651,610
Total payments during the reporting period	(822,963)	(914,976)
Interest expense for the reporting period	173,943	300,506
Lease liabilities at the end of the reporting period	3,827,657	4,974,908

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

26. Deferred taxation

	Opening balance	Recognised in profit or loss	Closing balance
	€	€	€
2025
Arising on:
Unremitted earnings earmarked for future distribution	350,000	(25,000)	325,000
	350,000	(25,000)	325,000
2024
Arising on:
Unremitted earnings earmarked for future distribution	350,000	-	350,000
	350,000	-	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 2025, the Group had unused tax credits in Baltic Container Terminal SIA of € 802,063 (2024 – €

1,166,355). 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 € 14,546,433 (2024 - € 16,228,386).

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

27. Debt securities in issue

	Group and Holding Company
	2025	2024
	€	€
Non-current
5% bonds redeemable 2032	36,427,179	36,368,518
	36,427,179	36,368,518

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	36,929,800
Issue costs	561,282	617,023
Accumulated amortisation	(58,661)	(55,741)
Unamortised issue costs	502,621	561,282
Amortised cost	36,427,179	36,368,518

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 2025 for the 2032 5% bonds was € 100.5 (€2024: € 102.01).

The market value of debt securities on the last trading day before the statement of financial position date was

€37,114,449 (2024: € 37,672,089) for the 5% Bonds.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

28. Share capital

	2025 and 2024
	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, 2024 and 2025 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
	2025	2024	2025	2024
	€	€	€	€
Cash at bank	497,294	748,065	384,085	558,440

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

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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% (2024: 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

	2025			2024
	Related party activity	Total activity		Related party activity	Total activity
	€	€	%	€	€	%
Administrative expenses
Related party transactions with:
Parent	1,148,661	2,970,449	39	1,134,531	2,761,664	41
Investment income Related party transactions with:
Other related party	73,382	284,591	26	69,066	1,261,926	5
Parent company	211,145	284,591	74	566,780	1,261,926	45

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

31. Related party disclosures (continued)

Holding Company

	Related party activity	2025		2024
		Total activity		Related party activity	Total activity
	€	€	%	€	€	%
Administrative expenses
Related party transactions with:
Parent	60,000	233,698	26	60,000	278,728	22
Investment income Related party transactions with:

Parent Company	-	10,345,959	-	355,056	12,060,202	3
Subsidiaries	10,345,894	10,345,959	100	11,079,066	12,060,202	92

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 2025 and 31 December 2024 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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, excluding those instruments

whose carrying amount is a reasonable approximation of fair value.

Group

Fair value measurement at end of the reporting period using:

	Level 1	Level 2	Level 3	Total	Carrying amount
	€	€	€	€	€
2025
Financial assets
Loans and receivables
Loans to parent	-	41,314,551	-	41,314,551	41,314,551
Loans to other related parties	-	2,487,648	-	2,487,648	2,487,648
	-	43,802,199	-	43,802,199	43,802,199

	Level 1	Level 2	Level 3	Total	Carrying amount
	€	€	€	€	€
2025
Financial liabilities at amortised cost
Debt securities	-	37,114,449	-	37,114,449	36,427,179
	-	37,114,449	-	37,114,449	36,427,179

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

	Level 1	Level 2	Level 3	Total	Carrying amount
	€	€	€	€	€
2024
Financial assets
Loans and receivables
Loans to parent	-	37,921,515	-	37,921,515	37,921,515
Loans to other related parties	-	2,473,446	-	2,473,446	2,473,446
Other loans	-	200	-	200	200
	-	40,395,161	-	40,395,161	40,395,161

	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
	-	37,672,089	-	37,672,089	36,368,518

Holding Company

Fair value measurement at end of the reporting period using:

	Level 1	Level 2	Level 3	Total	Carrying amount
	€	€	€	€	€
2025
Financial assets
Loans and receivables
Receivables from:
Parent Company	-	33,712,428	-	33,712,428	33,712,428
Subsidiaries	-	34,261,916	-	34,261,916	34,261,916
Total	-	67,974,344	-	67,974,344	67,974,344
Financial liabilities at amortised cost
Debt securities	-	37,114,449	-	37,114,449	36,427,179
Total	-	37,114,449	-	37,114,449	36,427,179

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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

	Level 1	Level 2	Level 3	Total	Carrying amount
	€	€	€	€	€
2024
Financial assets
Loans and receivables
Receivables from:
Parent Company	-	30,516,303	-	30,516,303	30,516,303
Subsidiaries	-	34,261,916	-	34,261,916	34,261,916
Total	-	64,778,219	-	64,778,219	64,778,219
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

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. 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 61% (2024: 63%) of the Group's trade receivables as of end of 2025.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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.

	Group2025 12m ECL	Group 202412m ECL	Holding 202512m ECL	Holding 202412m ECL
	€	€	€	€
Bank balances
External rating grades
AA- to A-	232,151	450,592	123,852	261,622
BBB-	259,615	296,800	259,615	296,800
Unrated	5,528	673	618	18
Gross/net carrying amount	497,294	748,065	384,085	558,440

Cash at bank is placed with reliable financial institutions. The credit rating of the major financial institutions,

representing 100% (2024: 100%) of the total cash at bank at the end of the reporting period using Fitch credit rating

symbols was AA- to BBB- (2024 - AA- to BBB-). The remaining cash and at bank balance is held with financial

institutions which are unrated.

	Group2025 12m ECL	Group 2024 12m ECL	Holding 2025 12m ECL	Holding 2024 12m ECL
	€	€	€	€
Loans to related partiesInternal rating grades
Performing (i)	43,802,198	40,395,161	67,974,344	64,778,219
Gross/net carrying amount	43,802,198	40,395,161	67,974,344	64,778,219

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

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

33. Financial risk management (continued)

Credit risk (continued)

Group

2025 2024

	Lifetime ECL (not credit impaired)	Lifetime ECL (not credit impaired)
	€	€
Trade receivables tested individuallyInternal rating grades
Performing (i)	2,326,339	2,504,402
Gross / net carrying amount at 31 December	2,326,339	2,504,402

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

61% (2024: 63%) 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
	€	€	€	€	€
2025
Trade receivables tested collectively
Estimated total gross carrying amount at default	1,136,156	226,673	54,637	63,754	1,481,220
Lifetime ECL at 31 December 2025					(19)
Net carrying amount at 31 December 2025					1,481,201

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

33. Financial risk management (continued)

Credit risk (continued)

Days past due – simplified approach

2024	Not past due	<45	45 – 90	>90	Total
	€	€	€	€	€

Trade receivables tested collectively
Estimated total gross carrying amount at default	1,090,564	267,593	84,833	65,427	1,508,417
Lifetime ECL at 31 December 2024					(16,864)
Net carrying amount at 31 December 2024					1,491,553

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) Trade receivables No SFC	Lifetime ECL (credit-impaired but not POCI) Trade receivables No SFC	Lifetime ECL (credit-impaired but not POCI) Trade receivables No SFC
	Trade receivables No SFC
	€	€	€	€
Opening balance at 1 January 2025	16,864	-	-	-
Reversal during the year	(16,845)	-	-	-
Closing balance 31 December 2025	19	-	-	-
Opening balance at 1 January 2024	27,094	-	-	-
Reversal during the year	(10,230)	-	-	-
Closing balance 31 December 2024	16,864	-	-	-

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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 currencies2025	USD and USD pegged currencies 2024
Trade and other receivables	1,113,374	851,403
Balance sheet exposure	1,113,374	851,403

The EUR/USD spot-rate as at 31 December 2025 is 1.1750 (2024: 1.0389). A reasonably possible strengthening/

(weakening) of the Euro against the USD at 31 December would have affected the measurement of financial

instruments denominated in a foreign currency and affected equity and profit or loss by the amounts shown below.

This analysis assumes that all other variables, in particular interest rates, remain constant.

	Changes in USD rate (basis points)	Group and HoldingProfit or loss	Group and Holding
			Equity
		€	€
2025	+100	86,141	86,141
	-100	(94,755)	(94,755)
2024	+100	74,502	74,502
	-100	(81,952)	(81,952)

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 € 36,427,179 (2024: € 36,368,518). 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 € 19,909,526 (2024: € 15,260,561) 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.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

33. Financial risk management (continued)

Interest rate risk (continued)

	Increase or decrease (basis points)	Group	Holding
		€	€
2025	+100	(194,122)	3,841
	-100	194,122	(3,841)
2024	+100	(145,125)	5,584
	-100	145,125	(5,584)

Liquidity risk

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
	€	€	€	€	€	€	€
2025
Non-derivative financial liabilities
Non-interest bearing	1,557,135	-	-	-	-	1,557,135	1,557,135
Fixed rate instruments	1,846,490	1,846,490	1,846,490	1,846,490	42,469,270	49,855,230	36,427,179
Variable rate instruments	5,276,309	1,980,878	10,691,902	3,475,620	-	21,424,709	19,909,526
Lease liabilities	1,582,944	174,088	174,088	174,088	3,003,022	5,108,230	3,827,657
	10,262,878	4,001,456	12,712,480	5,496,198	45,472,292	77,945,304	61,721,497

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

33. Financial risk management (continued)

Liquidity risk (continued)

	Within 1 year	2 years	3 years	4 years	5 years and over	Total	Carrying amount
	€	€	€	€	€	€	€
2024
Non-derivative financial liabilities
Non-interest bearing	2,335,769	-	-	104,770	-	2,440,539	2,440,539
Fixed rate instruments	1,846,490	1,846,490	1,846,490	1,846,490	44,315,760	51,701,720	36,368,518
Variable rate instruments	11,483,890	719,966	697,756	676,276	2,465,327	16,043,215	15,260,561
Lease liabilities	916,483	1,700,364	235,350	235,350	4,295,138	7,382,685	4,974,908
	16,582,632	4,266,820	2,779,596	2,862,886	51,076,225	77,568,159	59,044,526

Undrawn facilities are described in note 23.

Holding Company

	On demand or within 1 year	2 years	3 years	4 years	5 years and over	Total	Carrying amount
	€	€	€	€	€	€	€
2025
Non-derivative financial liabilities
Non-interest bearing	90,244	-	-	-	-	90,244	90,244
Fixed rate instruments	1,846,490	1,846,490	1,846,490	1,846,490	42,469,270	49,855,230	36,427,179
	1,936,734	1,846,490	1,846,490	1,846,490	42,469,270	49,945,474	36,517,423

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

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 demand or within 1 year	2 years	3 years	4 years	5 years and over	Total	Carrying amount
	€	€	€	€	€	€	€
2024
Non-derivative financial liabilities
Non-interest bearing	92,027	-	-	-	-	92,027	92,027
Fixed rate instruments	1,846,490	1,846,490	1,846,490	1,846,490	44,315,760	51,701,720	36,368,518
	1,938,517	1,846,490	1,846,490	1,846,490	44,315,760	51,793,747	36,460,545

Reconciliation of liabilities arising from financing activities

	2024	Cashflows	Lease remeasurement (see Note 18)	Other changes	Amortisation of bond issue costs	2025
	€	€	€	€	€	€
Lease liability	4,974,908	(649,020)	(498,231)	-	-	3,827,657
Bank loans	4,315,256	12,527,302	-	(57,035)	-	16,785,523
Bank overdraft	10,945,305	(7,821,302)	-	-	-	3,124,003
Debt securities	36,368,518	-	-	-	58,661	36,427,179
in issue
	56,603,987	4,056,980	(498,231)	(57,035)	58,661	60,164,362

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

33. Financial risk management (continued)

	2023	Cashflows	Lease modification (see Note 18)	Repayment of 5.3% bond (see Note 27)	Amortisation of bond issue costs	2024
	€	€	€		€	€
Lease liability	4,937,768	(614,470)	651,610	-	-	4,974,908
Bank loans	1,457,903	2,857,353	-	-	-	4,315,256
Bank overdraft	2,974,005	7,971,300	-	-	-	10,945,305
Debt securities	53,965,108	-	-	(17,652,330)	55,740	36,368,518
in issue
	63,334,784	10,214,183	651,610	(17,652,330)	55,740	56,603,987

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 € 16,785,523 (2024: € 4,315,255), other

liabilities amounting to € 2,012,532 (2024: € 1,078,618) and debt securities amounting to € 36,427,179 (2024: €

36,368,518) 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

As at 31 December 2025, the Group did not have any future payment commitments for capital expenditure contracted

for at the end of the reporting year, but not yet incurred (2024: € 1,628,221).

35. Cash flow information

The Group and the Company had a material non-cash investing activity-related transaction for the years ended 31

December 2025 and 2024 for the dividend amounting to € 5,600,000 (2024: € 5,600,000) that was declared to parent

company and that was set-off against the Group and the Company's receivables balance due from parent company

as disclosed in Note 19.

Mariner Finance p.l.c

Notes to the financial statements

Year ended 31 December 2025

36. Post balance sheet events

Since 28 February 2026, the geopolitical situation in the Middle East has escalated with various ramifications. Further

details have been described in note 1. There is currently no indication that there will be a significant impact on the

Group’s financial performance, financial position and cash flows. The situation continues to be closely monitored by

management to ensure that the interests of all its stakeholders are safeguarded.

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Independent auditor’s report

to the members of

Mariner Finance plc

Report on the audit of the ﬁnancial statements

Opinion

        

            9   

5



.



5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

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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

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Independent auditor’s report

to the members of

Mariner Finance plc







 

       

 

Valuation of warehousing, storage and administration land & buildings with a carrying value of Eur51.08m in the

consolidated ﬁnancial statements

The Group accounts for its land and buildings at their revalued amount, being the fair value as at the date of the

revaluation less any subsequent accumulated depreciation and any accumulated impairment losses. Included in the

Group’s land and buildings are warehousing, storage and administration land and buildings with a carrying value as at

31 December 2025 amounting to Eur51.08m. The establishment of the fair value of these land and buildings is signiﬁcant

to our audit because the recognised revalued amount is material to the consolidated ﬁnancial statements.









Our audit response with respect to the valuation of the Group’s warehousing, storage and administration land and

buildings as at 31 December 2025 included the following:

• 

• 

•                 



• Involving internal valuation specialists to review their independent external valuer’s assessment of fair value in order

to determine whether this assessment falls within an acceptable range, which included reviewing the

appropriateness of the underlying key technical assumptions and factors used by the directors and their independent

external valuer in their assessment.

The Group’s disclosures about fair value are included in Note 15, which explains the manner in which the fair value of

the land and buildings was determined by the directors.



 .



The               





 



Report on Other Legal and Regulatory Requirements.

E  

               

                   



Independent auditor’s report

to the members of

Mariner Finance plc

Other information (continued)

e

                 











on .

- 



• 



• 







                  



 







     

















l



 







-





















Independent auditor’s report

to the members of

Mariner Finance plc





or wil              

                   

 



   





                  

     -             





                



•             

                



               



•                  

                 

 

• 



• 



                   



    

                 





 



Independent auditor’s report

to the members of

Mariner Finance plc

• 

 



• 











 







 





 

We







                





Accountancy Profession (European Single Electronic Format)

Assurance Directive               



5

                  

                









-





















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

5 



Independent auditor’s report

to the members of

Mariner Finance plc























                  







 





 







• 

• 

• 

• 











     





12 





-





















Independent auditor’s report

to the members of

Mariner Finance plc



e



9 6.

 







