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Mariner Finance p.l.c
Report and financial statements
31 December 2025
Contents

| Page
Directors, officer and other infor mation | 1
Directors' report | 2 - 5
Statement o f dir ectors' respons ibilities | 6
Corporat e gover nance st atemen t | 7 - 10
Statement o f prof it or los s and ot her com preh ensive income | 11
Statement o f financ ial pos ition | 12 - 13
Statements of chang es in equity | 14 - 15
Statements of cash flows | 16 - 17
Notes to the financ ial st atements | 18 - 69
Indepen dent au ditor's report | 70 - 77

1

Di r ec tor s: | M ar i n H ili (C hai r man)M i c hela Bor g Edw ar d H i li (Chi ef Ex ec uti v e O f f i c er)Kev i n S ali ba
| Law r enc e Z amm i t
| Anthony Busutt i l
| I an Mic allef
Sec r etar y: | Kev i n S ali ba
R egi ster ed O f f i c e: | 37, Censu T abone Str eet,
| St J uli an's,
| M alta.
Countr y of i nc or por ati on: | Ma l t a
Com pany r egi str ation number: | C31514
Audi tor: | Deloi tte Audit Li mited,Deloi tte Pl ac e,
| T r i q l-I ntor jatur,
| Centr al Busi ness Di str i c t,
| M alta.
Legal Adv i sor: | Cam i ller i Pr ezi osi,
| Lev el 3 Val let ta Bui ldi ngs,
| South Str eet,
| Vall ett a,M alta.

2
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:
3
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.
4
Mariner Finance p.l.c
Directors’ Report
Year ended 31 December 2025
(c) Economic and market environment
Economic conditions have been challenging in recent years across the market in whic h the Group operates.
A significant economic decline in any of these markets could impact the Group’s ability to continue to
maintain and grow throughput. Demand for the Group’s services can be adversely affected by weakness in
the wider economy whic h are beyond the Group’s control. This risk is evaluated as part of the Group’s annual
strategy process covering the key areas of investment and development and updated regularly throughout the
year. The Group continues to make significant investment in innovation. The Group regularly reviews its
pricing structures to ensure that its services are appropriately placed within the markets in which it operates.
(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.
5
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 Hi li | (Chief Exec utiv e Offic er)
Kevin Sal iba |
Lawrence Zammit |
Anthony Busuttil |
Ian Mical lef |

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 202 5.
6
Mariner Finance p.l.c
Statement of directors’ responsibilities
The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in
accordance with International Financial Reporting Standards as adopted by the EU which gi ve a true and fair
view of the state of affairs of the Company and its Group at the end of each financial year, and of the profit or
loss of the Company and its Group for the year then ended.
In preparing the financial statements, the directors should:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable; and
• prepare the financial statements on a going concern basis, unless it is inappropriate to
presume that the Company and the Group will continue in business as a going concern.
The directors are responsible for ensuring that proper accounting records are kept 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.
7
Mariner Finance p.l.c
Corporate governance statement
Introduction
Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority, Mariner Finance
p.l.c, (the 'Company') is hereby reporting on the extent of its adoption of the Code of Principles of Good
Corporate Governance (the 'Principles') contained in Appendix 5.1 of the Capital Markets Rules.
The Board acknowledges that the Code does not dictate or prescribe mandatory rules but recommends
principles of good practice. Nonetheless, the Board strongly believes that the Principles are in the best
interest of the shareholders and other stakeholders since they ensure that the Directors, Management and
employees of the Group adhere to internationally recognised high standards of Corporate Governance.
The Group currently has a corporate decision-making and supervisory structure that is tailored to suit the
Group's requirements and designed to ensure the existence of adequate checks and balances within the
Group, whiles retaining an element of flexibility, particularly in view of the size of the Group and the nature of
its business. The Group adhered to the Principles, except for those instances where there exist particular
circumstances that warrant non-adherence thereto, or at least postponement for the time being.
Additionally, the Board recognises that, by 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
8
Mariner Finance p.l.c
Corporate governance statement
The Board of Directors (continued)
The Board Meetings are attended by the Chief Financial Officer of the Group in order for the Board to have
direct access to the financial operation of the Group. This is intended to, inter alia, ensure that the policies
and strategies adopted by the Board are effectively implemented.
The policy on the remuneration of the Board is reviewed periodically by the shareholders of the Company.
Total emoluments to the Board and senior executives of the Group are disclosed in note 11. All contracts are
for an indefinite period. It should be also noted that not all Directors receive remuneration from Mariner
Finance p.l.c. Furthermore, there are no specific amounts of their remuneration allocated to any other roles
within the Group. In their capacity as Directors, the Non-Executive Directors are not entitled to profit sharing,
share options, pension benefits or any other remuneration. Two of the Non-Executive Directors enjoy f ixed
remuneration set at € 5,000 per annum per director. No variable remuneration is paid to the Non-Executive
Directors in their capacity as Directors of the Company. No remuneration, being f ixed or variable is paid to
the other directors of the Company. There were no changes to the Company’s remuneration policy when
compared to the previous year.
The Company ensures that it provides directors with relevant information to enable them to effectively
contribute to board decisions.
The directors are fully aware of their duties and obligations, and whenever a conflict of interest in decision
making arises, they refrain from participating in such decisions.
Audit Committee
The Ter ms of Reference of the Audit Committee, are modelled on the principles set out in the Capital Markets
Rules. The Audit Committee assists the Board in fulfilling its supervisory and monitoring responsibility by
reviewing the Group financial statements and disclosures, monitoring the system of internal control established
by management as well as the audit processes.
The Board of Directors established the Audit Committee, which meets regularly, with a minimum of four times
annually, and is currently composed of the following individuals:
Mr. Lawrence Zammit (Chairman)
Mr. Anthony Busuttil
Dr. Ian Micallef
Mr. Lawrence Zammit is an independent non-executive director of the Company who the Board considers to
be competent in accounting and/or auditing in terms of the Capital Markets Rules. In the Board's view, the
audit committee, as a whole, has the relevant competence in the sector in which the Group operates due to
the professional experience of the individual members.
In terms of the Capital Markets Rules, the majority of the members of the audit committee shall be independent
of the issuer. Mr. Lawrence Zammit and Mr. Anthony Busuttil are considered by the Board to be independent
members.
The Audit Committee met four times during the year. Communication with and between the Secretary, top
level management and the Committee is ongoing and considerations that required the Committee's attention
wer e acted upon between meetings and decided by the Members (where necessary) through electronic
circulation and correspondence.
9
Mariner Finance p.l.c
Corporate governance statement
Internal Control
While the Board is ultimately responsible for the Group's internal controls as well as their effectiveness,
authority to operate the Group is delegated to the Chief Executive Officer.
The Group's system of internal controls is designed to manage all the risks in the most appropriate manner.
However, such controls cannot provide an absolute elimination of all business risks or losses. Therefore, the
Board, inter alia, reviews the effectiveness of the Group's system of internal controls in the following manner:
- Reviewing the Group's strategy on an on-going basis as well as setting the appropriate business objectives
in order to enhance value for all stakeholders;
- Implementing an appropriate organisational structure for planning, executing, controlling and monitoring
business operations in order to achieve Group objectives;
- Appointing and monitoring the Chief Executive Officer whose function is to manage the operations of the
Group;
- Identifying and ensuring that significant risks are managed satisfactorily; and
- Company policies are being observed.
Relations with the market
The market
is kept up to date with all relevant information, and the Company regularly publishes such
information on its website to ensure consistent relations with the market.
Non-compliance with the code
Principle 4: Organisation Structure
The
Company is mainly an investment company which does not require an elaborate management structure.
Its CEO is responsible for the day-to-day management of the Group, assisted, when necessary from time to
time, by members of the senior management teams of the Group companies. The Directors believe the
current organisational structures are adequate for current activities of the Company. The Directors will
maintain these structures under continuous review to ensure that they meet the changing demands of the
business and to strengthen the checks and balances necessary for better corporate governance.
Principle 6: Information and professional judgement
Under the present circumstances, full adherence by the Issuer with the provisions of Principle 6 of the Code
is not deemed necessary taking into account the size, nature and operations of the Issuer. The Issuer does
not feel the need to establish and/or implement a succession plan for senior management in light of its existing
organisational structure. The Directors will maintain the existing arrangement under continuous review to
ensure that it meets the changing demands of the business and to strengthen the checks and balances
necessary for better corporate governance.
Principle 8: Committees
Under the present circumstances, the Board does not consider it necessary to appoint a remuneration
committee and nomination committee as decisions on these matters are taken at shareholder level. The Issuer
considers that the members of the Board provide the level of skill, knowledge and experience expected in
terms of the Code. Furthermore, the Company does not have any employees other than directors and
Company secretary.
10
Mariner Finance p.l.c
Corporate governance statement
Non-
Principle 11: Conflict of interest
Under
present
structure,
the
majority
of
Directors
of
the
Issuer
are
Directors
of its
parent company
Mariner
Capital Ltd
and
ultimate beneficial
shareholders
of the
Group, and
as
such are
susceptible to
conflicts
arising
between the potentially diverging
interests
of
said
shareholders
and
the
Group
as well as conflicts of interest
which
may arise
in
relation to transactions
involving
the
Issuer and
Mariner Capital
Ltd.
Kevin Saliba,
a
director and company secretary, is also
the Chief
Financial
Officer of
Mariner
Capital Ltd. The audit
committee
of
the Issuer
has the task
of
ensuring
that
any
potential
conflicts
of
interest
that
may
arise
at
any
moment, pursuant
to
these different roles held by Directors, are handled
in
the best
interest of
the
Issuer and
according
to law.
To
the
extent
known
or potentially
known
to the
Issuer, there
are
no potential conflicts of
interest
between any
duties of the
Directors
and their private interests and/or
their other
duties
which require
disclosure in terms of the Regulation.
Signed on
behalf
of
the
Company's Board
of
Directors
on 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.
11

| Not es | Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
|  | € | € | € | €
R ev enue | 6 | 20,827,056 | 19,595,410 | - | -
Cost of sal es |  | (9,914,756) | (9,541,095) | - | -
G r oss pr of i t |  | 10,912,300 | 10,054,315 | - | -
Adm i ni str ati v e ex penses |  | (2,970,449) | (2,761,664) | (233,698) | (278,728)
N et other oper ati ng i nc om e | 7 | 545,561 | 646,953 | 360,055 | 291,656
O per ati ng pr of i t |  | 8,487,412 | 7,939,604 | 126,357 | 12,928
I nv estm ent i nc om e | 8 | 284,591 | 1,261,926 | 10,345,959 | 12,060,202
Fi nanc e c osts | 9 | (2,706,360) | (3,177,073) | (1,846,490) | (2,318,962)
Pr of i t bef or e tax | 10 | 6,065,643 | 6,024,457 | 8,625,826 | 9,754,168
I nc ome t ax ex pense | 13 | (504,403) | (422,303) | (7,907) | (8,219)
Pr ofit for t he year at t r ibut able t o t he owner s of t he holdi ng com pany |  | 5,561,240 | 5,602,154 | 8,617,919 | 9,745,949
Ot her compr ehensive incom e |  |  |  |  |
It em s t hat wi ll not be r eclassif ied subsequent ly to pr ofit or loss |  | 1,666,087 | 3,703,120 | - |
G ai n on r ev aluat i on of land and bui ldi ngs | 15 |  |  |  | -
Ot her compr ehensive incom e for t h e year, net of t ax |  | 1,666,087 | 3,703,120 | - | -
Tot al com pr ehen sive i ncom e for t h e year at t r ibut able t o t he owner s of the holding com pany |  | 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
12

| Not es | Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
|  | € | € | € | €
A SSETS A ND LIA BILI TIES |  |  |  |  |
Non-cur r ent asset s |  |  |  |  |
G oodw i ll | 3 | 13,184,904 | 13,184,904 | - | -
I ntangi ble asset | 16 | 395,982 | 416,706 | - | -
Pr oper ty, plant and equi pm ent | 15 | 57,699,184 | 54,719,976 | 12,401 | 19,351
I nv estm ent pr oper ty | 17 | 5,095,000 | 5,095,000 | 5,095,000 | 5,095,000
R i ght-of-use assets | 18 | 6,732,408 | 7,581,500 | - | -
I nv estm ent i n subsi di ar i es | 19 | - | - | 26,898,805 | 26,898,805
Loans r ec ei v able* | 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
Cur r ent asset s |  |  |  |  |
Loans r ec ei v able* | 19 | 8,513,873 | 8,300,980 | 6,091,916 | 7,889,166
I nv entor i es | 20 | 400,462 | 331,268 | - | -
T r ade and other r ec ei v ables* | 21 | 3,970,170 | 4,142,018 | 89,546 | 71,851
Cash and c ash equi v alent s | 30 | 497,294 | 748,065 | 384,085 | 558,440
|  | 13,381,799 | 13,522,331 | 6,565,547 | 8,519,457
Tot al asset s |  | 131,777,603 | 126,614,598 | 100,454,181 | 97,421,666
C ur r e n t lia b ilit ies |  |  |  |  |
T r ade and other pay ables | 22 | 1,771,079 | 2,622,589 | 388,878 | 432,569
Lease liabi li ty | 25 | 1,453,364 | 659,478 | - | -
Bank loans and ov er dr af t | 23 | 4,646,719 | 11,224,770 | - | -
O ther liabi li ti es | 24 | 58,694 | 41,352 | - | -
Cur r ent t ax li abi li ty | 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.
13
Mariner Finance p.l.c
Statement of financial position
31 December 2025

| Not es | Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
|  | € | € | € | €
N on-c u r r en t liabilit ies |  |  |  |  |
O ther liabi li ti es | 24 | 1,953,838 | 1,037,266 | 8,327 | 8,389
T r ade and other pay ables | 22 | - | 104,770 | - | -
Debt sec ur i ti es i n i ssue | 27 | 36,427,179 | 36,368,518 | 36,427,179 | 36,368,518
Lease liabi li ti es | 25 | 2,374,293 | 4,315,430 | - | -
Bank loans | 23 | 15,262,807 | 4,035,791 | - | -
Def er r ed tax li abi li ty | 26 | 325,000 | 350,000 | - | -
|  | 56,343,117 | 46,211,775 | 36,435,506 | 36,376,907
To t a l lia bilit ies |  | 64,341,448 | 60,805,770 | 36,832,303 | 36,817,707
Net asset s |  | 67,436,155 | 65,808,828 | 63,621,878 | 60,603,959
EQ U ITY |  |  |  |  |
Equit y at t r ibut able t o t he owner s of the holding |  |  |  |  |
Com pany |  |  |  |  |
Shar e c api tal | 28 | 500,000 | 500,000 | 500,000 | 500,000
O ther equi ty | 29 | 10,000,000 | 10,000,000 | 10,000,000 | 10,000,000
O ther r eser v es | 29 | (1,898,805) | (1,898,805) | (936,323) | (936,323)
R ev aluation r eser v es | 29 | 18,423,010 | 16,756,923 | - | -
R etai ned ear ni ngs |  | 40,411,950 | 40,450,710 | 54,058,201 | 51,040,282
Tot al equi t y |  | 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
Statement s 202 5.
Lawrence Zammit Kevin Saliba
Director Director
14
Mariner Finance p.l.c
Statement of changes in equity - Group
Year ended 31 December 2025

Balance as at 1 Januar y 2024 | Shar e capit al | Ot her equit y | Ot her r eser ve | Revaluat ion r eser ve | Ret ained ear nings | Tot al
| € | € | € | € | € | €
| 500,000 | 10,000,000 | (1,898,805) | 13,053,803 | 40,448,556 | 62,103,554
Pr of i t f or the y ear | - | - | - | - | 5,602,154 | 5,602,154
O ther c om pr ehensi v e i nc om e f or the y ear | - | - | - | 3,703,120 | - | 3,703,120
Tot al com pr ehen sive i ncom e for t h e year | - | - | - | 3,703,120 | 5,602,154 | 9,305,274
Di v i dend pai d (N ote 14) | - | - | - | - | (5,600,000) | (5,600,000)
Balance as at 31 Decem ber 2024 | 500,000 | 10,000,000 | (1,898,805) | 16,756,923 | 40,450,710 | 65,808,828
Balance as at 31 Decem ber 2024 | 500,000 | 10,000,000 | (1,898,805) | 16,756,923 | 40,450,710 | 65,808,828
Pr of i t f or the y ear | - | - | - | - | 5,561,240 | 5,561,240
O ther c om pr ehensi v e i nc om e f or the y ear | - | - | - | 1,666,087 | - | 1,666,087
Tot al com pr ehen sive i ncom e for t h e year | - | - | - | 1,666,087 | 5,561,240 | 7,227,327
Di v i dend pai d (N ote 14) | - | - | - | - | (5,600,000) | (5,600,000)
Balance as at 31 Decem ber 2025 | 500,000 | 10,000,000 | (1,898,805) | 18,423,010 | 40,411,950 | 67,436,155

15
Mariner Finance p.l.c
Statement of changes in equity – Holding Company
Year ended 31 December 2025

Balance as at 1 Januar y 2024 | Shar e capit al | Ot her equit y | Ot her r eser ve | Ret ained ear n ings | Tot al
| € | € | € | € | €
| 500,000 | 10,000,000 | (936,323) | 46,894,333 | 56,458,010
Pr of i t f or the y ear, total |  |  |  |  |
c om pr ehensi v e i nc ome f or the y ear | - | - | - | 9,745,949 | 9,745,949
Di v i dend pai d (N ote 14) | - | - | - | (5,600,000) | (5,600,000)
Balance as at 31 Decem ber 2024 | 500,000 | 10,000,000 | (936,323) | 51,040,282 | 60,603,959
Balance as at 31 Decem ber 2024 | 500,000 | 10,000,000 | (936,323) | 51,040,282 | 60,603,959
Pr of i t f or the y ear, total |  |  |  |  |
c om pr ehensi v e i nc ome f or the y ear | - | - | - | 8,617,919 | 8,617,919
Di v i dend pai d (N ote 14) | - | - | - | (5,600,000) | (5,600,000)
Balance as at 31 Decem ber 2025 | 500,000 | 10,000,000 | (936,323) | 54,058,201 | 63,621,878

16
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2025

| Not es | Gr oup 2025 | G r oup 2024 | Holdi ng Com pany | H oldi ng Company 2024
|  |  |  | 2025 |
|  | € | € | € | €
Cash flow fr om oper at ing act ivi t ies |  |  |  |  |
Pr of i t bef or e tax | 10 | 6,065,643 | 6,024,457 | 8,625,826 | 9,754,168
Adj us t m ent s f or: |  |  |  |  |
Depr ec i ati on of pr oper ty, plant and equi pm ent | 15 | 2,065,889 | 1,856,398 | 6,950 | 6,897
Depr ec i ati on of r i ght-of-use assets | 18 | 350,860 | 354,737 | - | -
Am or ti sati on of i ntangible assets | 16 | 40,337 | 39,353 | - | -
I nv estm ent i nc om e | 8 | (284,591) | (635,926) | (10,345,959) | (11,434,202)
Am or ti sati on of bond ex penses | 27 | 58,661 | 87,212 | 58,661 | 87,212
I nter est ex pense | 9 | 2,498,080 | 2,876,568 | 1,846,490 | 2,318,962
I nter est ex pense on lease l i abi lity | 9 | 173,944 | 300,505 | - | -
G ai n on r ev aluat i on of i nv estm ent pr oper ty | 17 | - | (626,000) | - | (626,000)
G ai n on di sposal of pr oper ty, plant and equi pm ent | 7 | (2,066) | - | - | -
Oper at ing pr ofit befor e w or king c apital m o vem ent s |  | 10,966,757 | 10,277,304 | 191,968 | 107,037
M ov ement i n tr ade and other r ec ei v ables | 21 | 147,846 | 172,445 | (17,695) | 4,804
M ov ement i n tr ade and other pay ables | 22 & 24 | (830,593) | 219,565 | (43,753) | 5,539
M ov ement i n i nv entori es | 20 | (69,194) | (45,992) | - | -
Cas h f l ow f r om oper at i ons |  | 10,214,816 | 10,623,322 | 130,520 | 117,380
I nter est r ec ei v ed | 8 | 284,591 | 280,870 | 1,951,690 | 2,169,514
I nc ome t ax pai d |  | (506,734) | (518,755) | (8,219) | (11,500)
I nter est pai d | 9 & 22 | (2,540,050) | (3,128,556) | (1,846,490) | (2,570,950)
I nter est pai d on lease liabi li ty | 9 | (173,944) | (300,505) | - | -
Net c as h f l ow f r om / (us ed i n) oper at i ng a c tiv itie s |  | 7,278,679 | 6,956,376 | 227,501 | (295,556)

17
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2025

| Not es | Gr oup | G r oup | Holdi ng Com pany | H olding C om pany
|  | 2025 | 2024 | 2025 | 2024
|  | € | € | € | €
Cash flow fr om i nvest ing act ivit ies |  |  |  |  |
Pur c hase of pr oper ty plant and equi pm ent | 15 | (3,379,010) | (4,388,223) | - | (1,620)
Pur c hase of i ntangi ble assets | 16 | (19,613) | (17,520) | - | -
Pr oc eeds f r om disposal of pr oper ty, plant and equi pm ent | 7 | 2,066 | 4,029 | - | -
Di v i dends r ec ei v ed |  | - | - | 8,394,269 | 8,987,301
Loans adv anc ed to par ent c ompany | 19 | (11,369,770) | (11,733,135) | (10,758,625) | (11,121,411)
Loan r epay m ents f r om parent c om pany | 19 | 2,376,734 | 17,241,795 | 1,962,500 | 16,824,000
Loans adv anc ed to r elat ed par ti es | 19 | (473,381) | (1,164,566) | (1,951,625) | -
Loan r epay m ent f r om r elat ed par ti es | 19 | 459,180 | 923,000 | - | -
Pr oc eeds f r om EU gr ant | 24 | 944,215 | - | - | -
Adv anc es of other loans | 19 | - | (200) | - | -
O ther loan r epay m ents r ec ei v ed | 19 | 200 | 5,100 | - | -
R epay ment s f r om subsi di ar i es |  | - | - | 1,951,625 | 3,684,257
Net c as h f l ows f r om / (us ed i n) i nves t i ng ac t i vi t i es |  | (11,459,379) | 870,280 | (401,856) | 18,372,527
Cash flow fr om f inancing act ivit ies |  |  |  |  |
Lease liabi li ty pai d | 25 | (649,020) | (614,470) | - | -
Pr oc eeds f r om bank borr ow i ngs | 23 | 18,402,630 | 10,828,653 | - | -
R epay ment of bank loans | 23 | (13,823,681) | - | - | -
R epay ment of debt sec ur i ti es | 27 | - | (17,683,800) | - | (17,683,800)
Net c as h f l ow f r om / (us ed i n) f r om f i nanc i ng a c tiv itie s |  | 3,929,929 | (7,469,617) | - | (17,683,800)
Net movem ent s in cash and cash equivalent s |  | (250,771) | 357,039 | (174,355) | 393,171
Cash and cash equival ent s at t he beginni ng of t he year |  | 748,065 | 391,026 | 558,440 | 165,269
Cash and cash equival ent s at t he en d of t h e year | 30 | 497,294 | 748,065 | 384,085 | 558,440

18
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
1. Company information and basis of preparation
Mariner F inance p.l.c is a p ublic l imited c ompany incorporated in Malta with registration number C31514 and has its
registered address at 3 7, Cens u Tabon e Street, St. Jul ians, Malta.
The Company acts as an investment and holding company and also holds an investment property in Riga, Latvia,
from which it earns rental income. T he G roup is en gaged i n the inv estment, de velopmen t and op eration o f sea
terminals, nam ely in R iga, L atvia as w ell as pro perty d ev elopmen t. 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 202 6
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 202 5, 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 Int ernation al Fi nancial Report ing Stan dards as adopte d by the EU. The material accounting policy information
is set out below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based on the degree
to which the inputs to the fair value measurements are observable and the significance of the inputs to the fair value
measurement in its entirety, which are described as follows:
- Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the entity
can access at the measurement date;
- Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for the asset
or liability, either directly or indirectly; and
- Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring basis, the
Company determines that transfers are deemed to have occurred between Levels in the hierarchy at the end of each
reporting period.
19
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 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 subs idiary entities c ontroll ed by the Compa ny. 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, Marin er Capita l 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 Equ inor Riga SIA (“the subsidiaries”). In 2019, Mariner Finance p.l.c merged with its wholly owned
subsidiary Mariner Baltic Holdings SIA.
The acquisition of these subsidiaries by Mariner Finance p.l.c. fell outside the scope of International Financial
Reporting Standard 3 – Business Combinations (“IFRS 3”) because the transaction merely represented a Group
reorganisation and because in terms of paragraph 2(c) of IFRS 3, the acquisition of these entities by Mariner Finance
p.l.c. was treated as a combination of businesses under common control in which all the combining entities are
ultimately controlled by the same party, Mariner Capital Limited, both before and after the business combination and
that control was not transitory.
In accordance with ‘International Accounting Standard 8 – Accounting Policies, Changes in Accounting Estimates
and Errors’ (“IAS 8”), in the absence of an IFRS that specifically applies to a transaction, other event or condition,
management should use its judgment in developing and applying an accounting policy that is relevant to the decision -
making needs of the users and is reliable. In relation to this specific transaction, the use of predecessor accounting
by Mariner Finance p.l.c. was considered to be a generally accepted accounting approach to account for the
acquisition of the entities under common control.
20
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng policies (continued)
Business combinat ion a nd goodw ill (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. Expenditur e on repairs a nd ma intenanc e of property, plant and equ ipment 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. D eprec iation of th ese as sets, o n the sa me basis as o ther p roperty
assets, commences when the assets are available for use.
21
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng 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 los ses ar ising from c han ges in the fa ir valu e of inve stment pro perty ar e reco gnised 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 throug h
profit or loss.
An equity instrument is any contract that evidences a residual interest in the assets of the Company after deducting
all of its liabilities. Equity instruments are recorded at the proceeds received, net of direct issue costs.
Financial assets
Classification and measurement
Financial assets are classified as measured at either amortised cost or fair value based on the business model for
managing the assets and the asset’s contractual terms. The Group and the Company do not have any financial
assets classified as fair value through other comprehensive income (managed under a hold to collect and sell
business model).
22
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng policies (continued)
Financial assets at amortised cost
The following financial assets are classified in this category - loans receivable, trade receivables and cash at bank.
Financial assets are classified as measured at amortised cost if they are held within a business model with the
objective to hold the financial assets in order to collect contractual cash flows and if the contractual terms of the
financial asset give rise to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at amortised cost are initially recognised at fair value plus transaction costs that are directly
attributable to the issue or acquisition of financial assets and subsequently measured at amortised cost.
The effective interest method is a method of calculating the amortised cost of a financial asset and of allocating
interest income over the relevant period.
The effective interest rate is the rate that exactly discounts estimated future cash receipts/payments excluding ECLs
through the expected life of the financial asset/financial liability, or, where appropriate, a shorter period to the gross
carrying amount on initial recognition.
Appropriate allowances for expected credit losses (ECLs) are recognised in profit or loss in accordance with the
accounting policy on ECLs.
Trade receivables which do not have a significant financing component are initially measured at their transaction
price and are subsequently stated at their nominal value less any loss allowance for ECLs.
Financial liabilities and equity
Bank borrowings
Subsequent to initial recognition, interest-bearing bank loans are measured at amortised cost using the effective
interest method.
Subsequent to initial recognition, interest-bearing bank overdrafts are carried at face value in view of their short-term
maturities.
Trade and other payables
Trade and other payables are classified with current liabilities and are stated at their nominal value unless the effect
of discounting is material, in which case trade payables are measured at amortised cost using the effective interest
method.
Other borrowings
Subsequent to initial recognition, other borrowings are measured at amortised cost using the effective interest method
unless the effect of discounting is immaterial.
Shares issued by the Company
Ordinary shares issued by the Company are classified as equity instruments.
23
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng policies (continued)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is calculated using the weighted average
method and comprises expenditure incurred in acquiring the inventories and other costs incurred in bringing the
inventories to their present location and condition
Impairment of non-financial assets and investments in subsidiaries
All assets are tested for impairment to the extent applicable. At the end of each reporting period, the carrying amount
of assets is reviewed to determine whether there is any indication or objective evidence of impairment, as appropriate,
and if any such indication or objective evidence exists, the recoverable amount of the asset is estimated.
Goodwill arising on the acquisition of subsidiaries is tested for impairment annually and whenever there is an
indication of impairment
Impairment of financial assets other than investments in subsidiaries
ECLs
The Group and the Company recognise a loss allowance for ECLs.
The amount of ECLs is updated at each reporting date to reflect changes in credit risk since the initial recognition.
For trade receivables that do not contain a significant financing component (or for which the IFRS 15 practical
expedient for contracts that are one year or less is applied), the Group and the Company apply the simplified
approach and recognises lifetime ECL.
Where a collective basis is applied, the ECLs on these financial assets are estimated using a provision matrix based
on historical credit loss experience based on the past due status of the debtors, adjusted for factors that are specific
to the debtors, general economic conditions of the industry in which the debtors operate and an assessment of both
the current as well as the forecast direction of conditions at the reporting date.
For all other financial instruments, the Group and the Company use the general approach and recognises lifetime
ECL when there has been a significant increase in credit risk since initial recognition. If, on the other hand, the credit
risk on the financial instrument has not increased significantly since initial recognition, the Group and the Company
measure the loss allowance for that financial instrument at an amount equal to 12-month ECL (‘12m ECL’).
The Group and the Company recognise an impairment gain or loss in profit or loss for all financial assets with a
corresponding adjustment to their carrying amount.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since initial recognition, the
Group and the Company compare the risk of a default occurring on the financial instrument as at the reporting date
with the risk of a default occurring on the financial instrument as at the date of initial recognition. In making this
assessment, the Group and the Company consider both quantitative and qualitative information that is reasonable
and supportable, including historical experience and forward-looking information that is available without undue cost
or effort and, where applicable, the financial position of the counterparties
.
Irrespective of the outcome of the above assessment, the Group and the Company presume that the credit risk on a
financial asset has increased significantly since initial recognition when contractual payments are more than 30 days
24
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Materia l accounting polici es (continued)
Significant increase in credit risk (continued)
past due, unless the C ompany 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 c ompany, in full (without taking into account any collateral held by the c ompany).
Irrespective of the above analysis, the Group and the Company consider that default has occurred when a financial
asset is more than 90 days past due unless there is reasonable and supportable information to demonstrate that a
more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the estimated future
cash flows of that financial asset have occurred.
Evidence that a financial asset is credit-impaired includes observable data about the following events:
- significant financial difficulty of the issuer or the borrower;
- a breach of contract, such as a default or past due event;
- the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s financial
difficulty, having granted to the borrower a concession(s) that the lender(s) would not otherwise consider;
- it is becoming probable that the borrower will enter bankruptcy or another financial reorganisation; or
- the disappearance of an active market for that financial asset because of financial difficulties.
Write-off policy
The Group and Company writes off a financial asset when there is information indicating that the counterparty is in
severe financial difficulty and there is no realistic prospect of recovery, for example when the counterparty has been
placed under liquidation or has entered into bankruptcy proceedings.
Revenue recognition
The Group recognises revenue from the following major sources:
- cargo handling
- storage of containers
25
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng policies (continued)
Revenue Recognition (continued)
Revenue is measured based on the consideration specified in a contract with a customer and excludes amounts
collected on behalf of third parties. The Group recognises revenue when (or as) it satisfies a performance obligation
by transferring control of a promised good or service to the customer.
Cargo handling
This constitutes income from cargo handling, including loading, unloading and transportation of cargo and similar
services, such as mooring, provided at the terminal to the Group’s customers, being mainly ship liners. The fees
which are charged to customers for the services provided by the Group are based on a number of underlying metrics,
such as the weight of containers, which are monitored by the Group through a detailed coding system and which
become known by the time the services are provided. The customers are generally billed after the provision of such
services and thus no contract liabilities are recognised by the Group in this respect. Such services are recognised
over time as the services are provided and given the short duration of such services, no significant contract assets
are recognised by the Group at the reporting date. A receivable is recognised by the Group until the actual payment
is made by the respective customers. There is not considered to be a significant financing component in such
arrangements with customers as the period between the recognition of revenue and the payment by the customer is
less than one year.
Storage of containers
This constitutes revenue generated through the provision of container storage facilities at the terminal, which revenue
falls within the scope of IFRS 15 as opposed to IFRS 16. The performance obligation is to provide storage facilities
to the respective customers, including ship liners, over the required duration. The transaction price is based on a fee
structure which is based on a fixed fee per day subject to certain free days which are generally not considered to
have a material effect on the allocation of the transaction price over the duration of the contract. The customers are
billed monthly in arrears and thus no contract liabilities or contract assets are recognised by the Group in this respect.
Such services are recognised over time. A receivable is recognised until the actual payment is made by the respective
customers. There is not considered to be a significant financing component in such arrangements with customers as
the period between the recognition of revenue and the payment by the customer is less than one year
Interest income
Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate
applicable, which is the rate that exactly discounts the estimated future cash receipts through the expected life of the
financial asset. Interest income is recognised to the extent that is probable that future economic benefits will flow to
the Group and these can be measured reliably
Rent receivable
Rent is recognised as disclosed in the accounting policy on leases.
Dividend income
Dividend revenue is presented gross of any non-recoverable withholding taxes, which are disclosed separately in the
statement of comprehensive income.
26
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng 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
separate ly from t he deprec iatio n charg e for th e right-of-us e 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:
27
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng 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.
28
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
2. Material accounti ng 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 th e purpos es 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 financ ial y ear other than as d isclosed 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
carry ing amounts m ay not b e recov erable. The Company reviews investment in subsidiaries, loans receivable, trade
receivables and investment property for impairment. At t he period-end th ere was no objec tive evi dence of im pairment
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.
29
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.
30
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 int erpretations 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. T hese two cus tomers repr esent 2 9% and 3 2% (2 024- 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.
31
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:

Pr ofit befor e t ax | 2025 | 2024
| € | €
T otal prof i t f or r epor tabl e segm ents | 8,084,468 | 7,576,513
U nalloc ated am ounts: |  |
Bond i nter est ex pense | (1,846,490) | (2,318,962)
O ther unall oc ated am ounts | (172,335) | 766,906
| 6,065,643 | 6,024,457

A sset s | 2025 | 2024
| € | €
T otal assets for r epor tabl e segm ents | 84,556,477 | 82,553,683
U nalloc ated am ounts: |  |
G oodw i ll | 13,184,904 | 13,184,904
T r ade and other r ec ei v ables | 60,982 | 61,367
Loans r ec ei v able | 33,712,428 | 30,516,303
Cash and c ash equi v alent s | 262,812 | 298,341
| 131,777,603 | 126,614,598

Lia b ilit ies | 2025 | 2024
| € | €
T otal l i abi li ti es f or r epor tabl e segm ents | 27,539,214 | 24,013,625
U nalloc ated am ounts |  |
Debt Sec ur i ti es i n i ssue | 36,427,179 | 36,368,518
T r ade and other pay ables | 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:
32
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
5. Segment information (continued)

Continuing oper ations | Cargo handling and storage of container s | Prope rty rental | Unallocated | Total
| 202 5 | 202 5 | 202 5 | 202 5
| € | € | € | €
Revenue | 20,827,0 56 | - | - | 20,827,0 56
Net other o perat ing inc ome | 185,506 | 360,067 | (12) | 545,561
Operating inc ome | 21,012,5 62 | 360,067 | (12) | 21,372,6 17
Investmen t income | 284,526 | - | 65 | 284,591
Finance c ost | 859,870 | - | 1,846,49 0 | 2,706,36 0
Earnings b efore interest, t ax, depreciati on and amor tisati on | 10,811,8 13 | 284,365 | (151,680) | 10,944,4 98
Profit/(los s) bef ore tax | 7,793,59 3 | 290,875 | (2,018,82 5) | 6,065,64 3
Depreci ation and amortis ation | 2,450,13 6 | 6,950 | - | 2,457,08 6
Total assets | 79,296,4 5 0 | 5,260,02 7 | 47,221,1 26 | 131,777,60 3
Total non-fin ancial non-c urrent as sets | 64,815,1 7 3 | 5,107,40 2 | 13,184,9 03 | 83,107,4 78
Capital ex pend iture | 3,398,62 3 | - | - | 3,398,62 3
Total li abil iti es | 27,508,7 16 | 30,498 | 36,802,2 34 | 64,341,448
Income tax expens e | 496,44 6 | 50 | 7,907 | 504,40 3

Continuing oper ations | Cargo handling and storage of container s | Prope rty rental | Unallocated | Total
| 202 4 | 202 4 | 202 4 | 202 4
| € | € | € | €
Revenue | 19,595,4 10 | - | - | 19,595,4 10
Net other o perat ing inc ome | 350,137 | 296,816 | - | 646,953
Operating inc ome | 19,945,5 47 | 296,816 | - | 20,242,3 63
Investmen t income | 2 80,790 | 626,000 | 355,136 | 1,261,92 6
Finance c ost | 85 8,111 | - | 2,318,96 2 | 3,177,07 3
Earnings b efore interest, t ax, depreci ation and amortisat ion | 10,096,7 94 | 224,456 | (131,158) | 10,190,0 92
Profit/(los s) bef ore tax | 7,356,90 0 | 2 19,613 | (1,552,05 6) | 6,024,45 7
Depreci ation and amortis ation | 2,243,59 1 | 6,89 7 | - | 2,250,4 88
Total assets | 77,167,225 | 5,386,45 8 | 44,060,9 15 | 126,614,598
Total non-fin ancial non-c urrent as sets | 62,698,8 29 | 5,114,35 2 | 13,184,9 0 5 | 80,998,0 8 6
Capital ex pend iture | 4,544,22 3 | 1,620 | - | 4,545,84 3
Total li abil iti es | 23,987,0 16 | 2 6,609 | 36,792,1 45 | 6 0,805,770
Income tax expens e | 414,034 | 50 | 8,219 | 422,303

33
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:

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
Car go handli ng | 17,940,788 | 17,205,917 | - | -
Stor age of c ontai ner s | 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

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
R ental inc om e | 531,275 | 507,024 | 483,021 | 435,962
O ther r elated i nc om e | 193,627 | 215,329 | - | -
I nc ome fr om sal e of f i x ed assets | 2,066 | - | - | -
(Loss)/G ai n f r om ex c hange f luc tuati on | (125,564) | 61,591 | (12) | -
O ther oper ati ng i nc om e | 134,541 | 42,304 | 15,768 | 7,213
Em ploy ee r elat ed ex penses | (25,720) | - | - | -
O ther ex penses | (160,826) | (178,338) | (138,722) | (151,519)
Pr ov i si on f or bad debts | (3,838) | (957) | - | -
| 545,561 | 646,953 | 360,055 | 291,656

34
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
8. Investment income

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
I nter est i nc ome on r elat ed par ty loans | 284,526 | 635,846 | 1,951,625 | 2,446,821
T otal i nter est i nc ome on fi nanc i al asset s not c lassif i ed at f ai r v alue thr ough pr of i t and los s | 284,526 | 635,846 | 1,951,625 | 2,446,821
Di v i dend f r om subsi di ar y | - | - | 8,394,269 | 8,987,301
G ai n on r ev aluat i on of i nv estm ent pr oper ty | - | 626,000 | - | 626,000
I nc ome fr om ot her i nv estm ents | 65 | 80 | 65 | 80
| 284,591 | 1,261,926 | 10,345,959 | 12,060,202

9. Finance costs

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
I nter est on bank loans and ov er dr af t | 651,590 | 557,606 | - | -
I nter est on lease l i abi liti es | 173,944 | 300,505 | - | -
I nter est on debt sec ur i ti es i n i ssue | 1,846,490 | 2,318,962 | 1,846,490 | 2,318,962
Loss f r om i nter est r ate sw ap | 34,336 | - | - | -
| 2,706,360 | 3,177,073 | 1,846,490 | 2,318,962

35
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
10. Profit before tax

| Gr oup 2025 | G r oup | Holdi ng Com pany | H oldi ng Com pany
|  | 2024 | 2025 | 2024
| € | € | € | €
Thi s i s s t at ed af t er c har g i ng |  |  |  |
Depr ec i ati on of pr oper ty, plant and equipm ent | 2,065,889 | 1,856,398 | 6,950 | 6,897
Depr ec i ati on of r i ght-of-use assets | 350,860 | 354,737 | - | -
Am or ti sati on | 40,337 | 39,353 | - | -
U ti li ti es, m ai ntenanc e, tr anspor t and other oper ati ng c osts | 1,667,558 | 1,572,376 | - | -
Pr of essi onal and l egal fees | 1,572,115 | 1,277,080 | 54,141 | 59,764
Fuel, l ubr i c ants, spar e par ts and other mat er i als |  |  |  |
| 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:

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
T otal r emuner ati on pay able t o the par ent c ompany's audi tor s f or the audi t of t he f i nanc i al st atem ents | 26,000 | 23,500 | 3,000 | 3,000
T otal f ees pay able to ot her audi tor s | 37,750 | 36,070 | - | -
T otal f ees pay able f or other assur anc e ser v i c es T otal f ees pay able to t he par ent c om pany's audi tor s f or non-audi t ser v i c es other than other assur anc e ser v i c es | 6,900 | 6,500 | 6,900 | 6,500
- tax c om pl i anc e | 1,610 | 1,610 | 1,610 | 1,610
| 72,260 | 67,680 | 11,510 | 11,110

36
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
11. Key management personnel compensation

| Gr oup | G r oup | Holdi ng Com pany | H oldi ng Com pany
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
Dir ector s' com p ensation |  |  |  |
Shor t-t er m benef i t s: |  |  |  |
Fees | 10,000 | 10,000 | 10,000 | 10,000
Other k ey manag em ent p er sonnel:Shor t-ter m benef i ts: |  |  |  |
M anagement r em uner ati on | 775,649 | 796,083 | - | -
| 785,649 | 806,083 | 10,000 | 10,000

12. Staff costs and employee information

| Gr oup | G r oup | Holdi ng Com pany | H oldi ng Com pany
| 2025 | 2024 | 2025 | 2024
| € | € | € | €
S ta ff c o sts: |  |  |  |
W ages and salar i es | 4,127,736 | 4,011,937 | - | -
Soc i al sec ur i ty c osts | 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:

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
O per ati ons | 161 | 164 | - | -
Adm i ni str ati on | 13 | 10 | - | -
| 174 | 174 | - | -

37
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
13. Income tax expense

| Gr oup 2025 | G r oup | Holdi ng Com pany | H oldi ng Com pany 2024
|  | 2024 | 2025 |
| € | € | € | €
Cur r ent t ax ex pense | 529,403 | 422,303 | 7,907 | 8,219
Def er r ed tax ex pense (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:

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
Pr of i t bef or e tax | 6,065,643 | 6,024,457 | 8,625,826 | 9,754,168
T ax at the appl i c able r ate of 35% | 2,122,975 | 2,108,560 | 3,019,039 | 3,413,959
T ax ef f ec t of: |  |  |  |
Di sallow ed ex pendi tur e | 793,443 | 836,822 | 92,091 | 115,584
U nr em i tted ear ni ngs ear m ar ked f or f utur e di str i buti on | (25,000) | - | - | -
I nc ome s ubjec t to l ow er t ax r ates | (28,940) | (36,582) | (28,940) | (36,582)
Di v i dend i nc ome par tic i pati on ex em pti on | - | - | (2,937,994) | (3,145,555)
Di f f er ent tax rates of subsi di ar i es oper ating i n other juri sdi c ti ons | (2,221,786) | (2,147,310) | - | -
I nc ome not subjec t to tax | (136,289) | (120,087) | (136,289) | (120,087)
R ev aluat i on of pr oper ty | - | (219,100) | - | (219,100)
Incom e t ax expense for t he 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 insig nificant co mpone nt of th e tot al inco me tax ex pense of t he Gr oup at year-en d.
14.Dividend
A dividend of € 5,600,000 was declared by the Company and Group for the year ended 31 December 2025 (2024:
€ 5,6 00,000), being a dividend per share of € 112 (2024: € 112
38
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 a nd equipment | Fixed ass ets under construc tion | Total
| € | € | € | € | €
Cost or valua tion |  |  |  |  |
At 01.01.202 4 | 5 4,994,890 | 16,690,7 16 | 1,544,00 2 | 3,220,76 4 | 76,450,3 72
Additions | 62,387 | 152,988 | 90,531 | 4,222,417 | 4,52 8,323
Dispo sals | - | (37,548) | (850) | - | (38,398)
Revaluati on | 5,192,56 1 | - | - | - | 5,192,56 1
Reclassif ication | 4,159,29 5 | 397,106 | 7,846 | (4,564,24 7) | -
At 31.12.2024 | 64,409,1 33 | 17,203,2 62 | 1,641,52 9 | 2,878,93 4 | 86,132,8 58
Additions | - | 3,620 | 89,525 | 3,285,86 5 | 3,379,01 0
Revaluati on | 2,437,50 0 | - | - | - | 2,437,50 0
Dispos als | - | (544,050) | (49,478) | - | (593,528)
Reclassif ication | 4,757,46 1 | 1,087,85 6 | 193,430 | (6,038,74 7) | -
At 31.12.202 5 | 71,6 04,094 | 17,750,6 88 | 1,87 5,006 | 126,052 | 91,355,8 40
Accumulat ed depreciat ion |  |  |  |  |
At 01.01.202 4 | 1 4,385,583 | 12,610,4 61 | 1,105,36 8 | - | 28,101,4 12
Provisio n for the y ear | 1,220,30 5 | 509,269 | 1 26,824 | - | 1,856,39 8
Eliminat ed on dis posal | - | (33,519) | (850) | - | (34,369)
Revaluati on | 1,489,44 1 | - | - | - | 1,489,44 1
At 31.12.2024 | 1 7,095,329 | 13,086,2 11 | 1,231,34 2 | - | 31,412,8 82
Revaluati on | 771,413 | - | - | - | 771,413
Provisio n for the y ear | 1,368,93 5 | 529,011 | 167,943 | - | 2,065,88 9
Eliminat ed on dis posal | - | (544,050) | (49,478) | - | (593,528)
At 31.12.202 5 | 19,235,6 77 | 13,071,1 72 | 1,349,80 7 | - | 33,656,6 56
Carrying a mount |  |  |  |  |
At 31.12.202 4 | 4 7,313,804 | 4,117,05 1 | 410,187 | 2,878,93 4 | 54,719,9 76
At 31.12.20 2 5 | 52,368,4 17 | 4,679,51 6 | 525,199 | 126,052 | 57,699,1 84

39
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.

Unobservabl e inputs | Amount | Relation ship of unobservable inputs to fair value
Discount r ate | 8.9% - 11.2% | The hig her the dis count r ate and
Capitalis ation r ate | 6.9 7% - 8% | capita li s a tion rat e, the lower the fair value
Expected utilisati on rate | 69.5% - 85.74% | The high er the uti lisatio n rate, the higher th e fair v alue

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 € 3 3,383,968 (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).
40
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
Addi ti ons | 1,620
At 31.12.2024 | 35,085
Addi ti ons | -
At 31.12.2025 | 35,085
A ccumul at ed depr eciat ion |
At 01.01.2024 | 8,837
Pr ov i si on f or the y ear | 6,897
At 31.12.2024 | 15,734
Pr ov i si on f or the y ear | 6,950
A t 31.12.2025 | 22,684
Car r ying am ount |
At 31.12.2024 | 19,351
A t 31.12.2025 | 12,401

41
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
16. Intangible assets
Group

| Com put er Soft w ar e
| €
Cost |
At 01.01.2024 | 969,665
Addi ti ons | 17,520
At 31.12.2024 | 987,185
Addi ti ons | 19,613
At 31.12.2025 | 1,006,798
A ccumul at ed D epr eciat ion |
At 01.01.2024 | 531,126
Pr ov i si on f or the y ear | 39,353
At 31.12.2024 | 570,479
Pr ov i si on f or the y ear | 40,337
At 31.12.2025 | 610,816
Car r ying am ount |
At 31.12.2024 | 416,706
A t 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.
42
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
17. Investment property
Group and Holding Company

| Gr oup and Holdi ng Com pany
| €
Fair value |
At 01.01.2024 | 4,469,000
Fai r v alue m ov ement | 626,000
At 31.12.2024 | 5,095,000
A t 31.12.2025 | 5,095,000
Car r ying am ount |
At 31.12.2024 | 5,095,000
A t 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
th
April 2025. The valuer used the income approach whereby the
valuer adopted a discounted cash flow method to value the net expected cash inflows. The free cashflows over 5
years were estimated and the terminal free cash flow was based on the cash inflows of the year 5 cash flows. The
WACC has been estimated to be 9%, whereas the capitalisation rate has been estimated to be 7%. The WACC was
modelled based on similar experience for real estate valuation in Latvia. The exit capitalisation rate has been
estimated to be 7%. 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.
43
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 € 4 83,021 (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 € 2 72,117 (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
undisc ounted leas e payme nts for operat ing leas es, wh ich fall due as follows:

| Gr oup and Holdi ng Com pany 2025 | Gr oup and Holdi ng Com pany 2024
| € | €
W i thi n less than 1 y ear | 228,424 | 215,936
Betw een 2 and 3 y ear s | 165,945 | 189,654
| 394,369 | 405,590

44
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 01.01.202 4 | 1,513,11 4 | 1,118,44 1 | 5,838,97 4 | 8,470,52 9
Modificat ion of la nd leas e | 651,610 | - | - | 651,610
At 31.12.202 4 | 2,164,72 4 | 1,118,44 1 | 5,838,97 4 | 9,122,13 9
Remeasur ement of land lease | (498,232) | - | - | (498,232)
At 31.12.202 5 | 1,666,49 2 | 1,118,44 1 | 5,838,97 4 | 8,623,90 7
Accumulat ed dep reciatio n |  |  |  |
At 01.01.202 4 | 2 67,810 | 197,956 | 720,136 | 1,185,90 2
Provisio n for the y ear | 81,588 | 39,59 0 | 233,55 9 | 354,73 7
At 31.12.202 4 | 349,398 | 237,546 | 953,69 5 | 1,540,63 9
Provisio n for the y ear | 77,710 | 39,59 1 | 233,559 | 350,86 0
At 31.12.202 5 | 427,108 | 277,137 | 1,187,25 4 | 1,891,49 9
Carrying a mount |  |  |  |
At 31.12.20 2 4 | 1,815,32 6 | 880,895 | 4,885,27 9 | 7,581,50 0
At 31.12.20 2 5 | 1,239,38 4 | 841,304 | 4,651,72 0 | 6,732,40 8

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%). T otal cash outflow for leases amounted to €822,963 (2024: € 914,975).

| 2025 | 2024
| € | €
Am ounts r ec ogni sed i n pr of i t and loss: |  |
Depr ec i ati on ex pense on r i ght-of-use assets | 350,860 | 354,736
I nter est ex pense on lease l i abi li ti es | 173,944 | 300,505
| 524,804 | 655,241

45
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:

| Invest m ent in subsidiar ies
| €
Car r ying am ount |
At 31.12.2024 | 26,898,805
A t 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:

| Pr opor t ion of owner sh ip i nt er est | Pr in cip a l ac t iv it ie s
| % |
M ar i ner Fi nanc e Balti c S I A | 100 (2024 - 100%) | H oldi ng Company
Balt i c Container T er m i nals SI A (i ndi r ec tly thr ough M ar i ner |  |
Fi nanc e Balt i c SI A) | 100 (2024 - 100%) | M ar i ti m e oper ati ons

The registered offices of the following subsidiaries are:

| 2025 | 2024
| € | €
Capit al and r eser ves: |  |
M ar i ner Fi nanc e Balti c S I A | 32,794,963 | 32,943,269
Balt i c Container T er m i nals SI A | 55,055,031 | 56,322,317
Pr ofi t or loss: |  |
M ar i ner Fi nanc e Balti c S I A | 8,245,962 | 6,219,933
Balt i c Container T er m i nals SI A | 7,316,360 | 6,904,234

Baltic Container Terminals SIA - 32, Uriekstes iela, Riga, LV-1005, Latvia
M ar i ner Fi nanc e Balti c S I A - 1, M er kela Str eet, R i ga, LV-1050, Latv i a.
46
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
19. Finan cial ass ets (continued)
Loans receivable

| Group |  |  |  | Holding Compa ny |  |
| Loan to pare nt | Related pa rty loans | Other loans | Total | Loan to pare nt | Loan to subsidia ries | Total
| € | € | € | € | € | € | €
Amortised co st |  |  |  |  |  |  |
At 31.12.20 2 4 | 37,921,5 15 | 2,473,44 6 | 200 | 40,395,1 61 | 30,516,3 03 | 34,261,9 16 | 64,778,2 19
Less: Am ount exp ected to b e settled wit hin 12 months (shown und er c urrent ass ets) | 7,847,96 3 | 453,017 | - | 8,300,98 0 | 7,397,250 | 491,916 | 7,889,166
Amount ex pec ted to be s ettled af ter 1 2 months | 30,073,5 52 | 2,020,429 | 200 | 32,094,181 | 23,119,0 53 | 33,770,0 00 | 56,889,0 53
Amortised cost at 3 1.12.2 02 5 | 4 1,314,551 | 2,487,648 | - | 4 3,802,199 | 3 3,712,428 | 34,261,9 16 | 67,974,3 44
Less: Am ount exp ected t o be s ettled w ithin 1 2 months (shown und er c urrent ass ets) | 8,105,14 2 | 4 08,731 | - | 8,513,87 3 | 5,600,00 0 | 491,916 | 6,091,91 6
Amount expec ted to be se ttled after 12 months | 3 3,209,409 | 2,078,91 7 | - | 35,288,3 26 | 28,112,4 28 | 33,770,0 00 | 61,882,4 28

47
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
19. Financial assets (continued)
Loans receivable

| Group |  |  |  | Holding Compa ny |  |
| Loan to pare nt | Related pa rty loans | Other loans | Total | Loan to pare nt | Loan to subsidia ries | Total
| € | € | € | € | € | € | €
Amortised co st |  |  |  |  |  |  |
At 01.01.20 2 4 | 47,932,9 25 | 2,231,88 1 | 5,100 | 50,169,9 06 | 40,739,4 37 | 37,454,2 57 | 78,193,6 94
Advances a nd int erest c harged | 12,830,3 85 | 1,164,56 5 | 200 | 13,995,1 50 | 12,218,6 61 | 1,99 8,34 0 | 14,21 7,0 01
Dividend | (5,600,00 0) | - | - | (5,600,00 0) | (5,600,00 0) | - | (5,600,00 0)
Repayments | (17,241,7 95) | (923,000) | (5,100) | (18,169,8 95) | (16,841,7 95) | (5,190,68 1) | (22,03 2,4 76)
At 31.12.20 2 4 | 37,921,5 15 | 2,473,446 | 200 | 40,395,161 | 30,516,3 03 | 34,261,9 16 | 64,778,2 19
Advances a nd int erest c harged | 11,369,7 70 | 473,381 | - | 11,843,1 51 | 10,758,6 25 | 1,951,62 5 | 12,710,2 50
Dividend | (5,600,00 0) | - | - | (5,600,00 0) | (5,600,00 0) | - | (5,600,00 0)
Repayments | (2,376,73 4) | (459,179) | (200) | (2,836,11 3) | (1,962,50 0) | (1,951,62 5) | (3,914,12 5)
At 31.12.20 2 5 | 4 1,314,55 1 | 2,487,64 8 | - | 43,802,1 9 9 | 33,712,4 28 | 34,261,9 16 | 67,974,3 44

All the above loans are denominated in Euro (€).
48
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
19. Finan cial ass ets (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 202 5, 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 20 30, 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 202 5, 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 l oans
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.
49
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
20. Inventories

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
Spar e par ts | 222,412 | 205,667 | - | -
R aw mat er i als | 95,467 | 66,244 | - | -
Fuel | 21,686 | 19,785 | - | -
O ther | 43,760 | 35,684 | - | -
Adv anc e pay ment s f or i nv entor y | 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

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany | H oldi ng Com pany 2024
|  |  | 2025 |
| € | € | € | €
T r ade r ec ei v ables | 3,807,540 | 3,995,955 | 28,775 | 10,485
O ther r ec ei v ables | 86,853 | 45,077 | 36,727 | 33,786
Pr epay m ents | 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 l oans
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.
50
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
22.Trade and other payables

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
T r ade pay ables | 305,986 | 950,793 | 4,941 | 5,634
O ther pay ables | 485,022 | 540,080 | 9,323 | 8,506
Ac c r ued i nter est | 306,961 | 348,931 | 306,961 | 348,931
O ther ac c r uals | 673,035 | 887,480 | 67,578 | 69,423
Bond ex c hange pr em i um | 75 | 75 | 75 | 75
| 1,771,079 | 2,727,359 | 388,878 | 432,569
Cur r ent | 1,771,079 | 2,622,589 | 388,878 | 432,569
N on-Cur r ent | - | 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

| Gr oup 2025 | Gr oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
Bank loans | 16,785,523 | 4,315,256 | - | -
Bank ov er dr af ts | 3,124,003 | 10,945,305 | - | -
Less: am ount due f or settl ement w i thi n 12 m onths (show n under c ur r ent l i abi li ti es) | (4,646,719) | (11,224,770) | - | -
Am ount due for settl em ent af ter 12 mont hs | 15,262,807 | 4,035,791 | - | -

The bank loans and overdrafts are repayable as follows:

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
O n dem and or w i thi n one y ear | 4,646,719 | 11,224,770 | - | -
I n the sec ond y ear | 1,428,698 | 546,313 | - | -
I n the thi r d y ear | 10,498,563 | 546,313 | - | -
I n the f our th y ear | 3,335,546 | 546,313 | - | -
5 y ear s and ov er | - | 2,396,852 | - | -
| 19,909,526 | 15,260,561 | - | -

51
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 l oans a nd facil ities pertaining t o the G roup are den ominated in Euro (€).
24. Other liabilities

| Gr oup 2025 | G r oup 2024 | Holdi ng Com pany 2025 | H oldi ng Com pany 2024
| € | € | € | €
O ther loans | 93,017 | 62,111 | 8,327 | 8,389
Def er r ed i nc om e | 1,919,515 | 1,016,507 | - | -
| 2,012,532 | 1,078,618 | 8,327 | 8,389
Am ount due for s ett lem ent w i thi n 12 mont hs (show n under c ur r ent l i abi liti es) | (58,694) | (41,352) | - | -
Am ount due for s ett lem ent af ter 12 m onths | 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.
52
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 € 1 06,692 (202 4: € 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. T he le ased ass et wit h net b ook v alue o f € 4,65 1,716 as of 31
December 2025 (2024: € 4,885,275) serves as a collateral for the lease.

| 2025 | 2024
| € | €
W i thi n 1 y ear | 1,453,364 | 659,478
Af ter 1 y ear | 2,374,293 | 4,315,430
| 3,827,657 | 4,974,908

| Gr oup 2025 | Gr oup 2024
| € | €
Lease liabi li ti es at t he begi nni ng of the r epor ti ng per i od | 4,974,908 | 4,937,768
Lease (r em easur ement) / modif i c ati on dur i ng the r epor ti ng per i od | (498,231) | 651,610
T otal pay m ents dur i ng the r epor ti ng per i od | (822,963) | (914,976)
I nter est ex pense f or the r epor ti ng per i od | 173,943 | 300,506
Lease liabi li ti es at t he end of the repor ti ng per i od | 3,827,657 | 4,974,908

53
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
26. Deferred taxation

| Opening bala nce | Recognis ed in profit or loss | Closing b alance
| € | € | €
202 5 |  |  |
Arisin g o n: |  |  |
Unremitte d ear nings earm ar ked for future distri bution | 350,000 | (25,000) | 3 25,000
| 350,000 | (25,000) | 3 25,000
202 4 |  |  |
Arisin g o n: |  |  |
Unremitte d ear nings earm ar ked for future distri bution | 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).
54
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
27. Debt securities in issue

| Gr oup and Holdi ng Com pany |
| 2025 | 2024
| € | €
Non-cur r ent |  |
5% bonds r edeem able 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 val ue of bonds | 36,929,800 | 36,929,800
I ssue c osts | 561,282 | 617,023
Ac c um ulat ed am or ti sati on | (58,661) | (55,741)
U nam or ti sed i ssue c osts | 502,621 | 561,282
Am or ti sed c ost | 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 Co mpany 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.
55
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
28. Share capital

| 2025 and 2024 |
| A ut hor ised | Issued and call ed up
| € | €
50,000 or di nar y shar es of € 10 eac h, all of w hi c h hav e been i ssued and c all ed 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

| Gr oup | G r oup | Holdi ng Com pany | H oldi ng Com pany
| 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.
56
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
31. Related party disclosures
The parent and ultimate parent c ompany 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

| 202 5 |  |  | 202 4 |  |
| Related pa rty activity | Total acti vity |  | Related pa rty activity | Total acti vity |
| € | € | % | € | € | %
Administr ative ex pens es |  |  |  |  |  |
Related party transac tio ns with: |  |  |  |  |  |
Parent | 1,148,66 1 | 2,970,44 9 | 39 | 1,134,53 1 | 2,761,66 4 | 41
Investmen t income Related party transac tio ns with: |  |  |  |  |  |
Other rel ated party | 73,38 2 | 284,591 | 26 | 6 9,066 | 1,261,92 6 | 5
Parent c omp any | 211,145 | 284,591 | 74 | 566,780 | 1,261,92 6 | 45

57
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
31. Related party disclosures (continued)
Holding Company

| Related pa rty activity | 202 5 |  | 202 4 |  |
|  | Total acti vity |  | Related pa rty activity | Total acti vity |
| € | € | % | € | € | %
Administr ative ex pens es |  |  |  |  |  |
Related party tr ansact ions with: |  |  |  |  |  |
Parent | 60,000 | 2 33,698 | 26 | 60,000 | 278,728 | 22
Investmen t income Related party transac tio ns with: |  |  |  |  |  |
Parent Co mpany | - | 1 0,345,959 | - | 355,056 | 12,060,2 02 | 3
Subsidiar ies | 1 0,345,894 | 1 0,345,959 | 100 | 1 1,079,066 | 1 2,060,202 | 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 m ater i ally di f f er ent f r om thei r c ar r y i ng am ounts due to thei r c ur r ent r ates of i nter est. Th e f ai r v alues 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.
58
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, g rouped 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
| € | € | € | € | €
202 5 |  |  |  |  |
Financial ass ets |  |  |  |  |
Loans and receivab les |  |  |  |  |
Loans to p arent | - | 4 1,314,551 | - | 4 1,314,551 | 41,314,5 51
Loans to ot her re lated parties | - | 2,487,64 8 | - | 2,487,64 8 | 2,487,64 8
| - | 43,802,1 99 | - | 43,802,1 99 | 43,802,1 99

| Level 1 | Level 2 | Level 3 | Total | Carrying amount
| € | € | € | € | €
202 5 |  |  |  |  |
Financial liabilities at amortised co st |  |  |  |  |
Debt secur ities | - | 37,114,4 49 | - | 37,114,4 49 | 36,427,1 79
| - | 37,114,4 49 | - | 37,114,4 49 | 36,427,1 79

59
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
| € | € | € | € | €
202 4 |  |  |  |  |
Financial ass ets |  |  |  |  |
Loans and receivab les |  |  |  |  |
Loans to p arent | - | 37,921,5 15 | - | 37,921,5 15 | 37,921,5 15
Loans to other related parties | - | 2,473,44 6 | - | 2,473,44 6 | 2,473,44 6
Other loans | - | 200 | - | 200 | 200
| - | 40,395,1 61 | - | 40,395,1 61 | 40,395,1 61

| Level 1 | Level 2 | Level 3 | Total | Carrying amount
| € | € | € | € | €
202 4 |  |  |  |  |
Financial liabiliti es at amortised co st |  |  |  |  |
Debt secur ities | - | 37,672,0 89 | - | 37,672,0 89 | 36,368,5 18
| - | 37,672,0 89 | - | 37,672,0 89 | 36,368,5 18

Holding Company
Fair value measurement at end of the reporting period using:

| Level 1 | Level 2 | Level 3 | Total | Carrying amount
| € | € | € | € | €
202 5 |  |  |  |  |
Financial ass ets |  |  |  |  |
Loans and receivab les |  |  |  |  |
Receivab les fro m: |  |  |  |  |
Parent Co mpany | - | 3 3,712,428 | - | 33,712,4 28 | 33,712,4 28
Subsidiar ies | - | 34,261,9 16 | - | 34,261,9 16 | 34,261,9 16
Total | - | 67,974,3 44 | - | 67,974,3 44 | 67,974,3 44
Financial liabiliti es at amortis ed cost |  |  |  |  |
Debt secur ities | - | 37,114,4 49 | - | 37,114,4 49 | 36,427,1 79
Total | - | 37,114,4 49 | - | 37,114,4 49 | 36,427,1 79

60
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
| € | € | € | € | €
202 4 |  |  |  |  |
Financial ass ets |  |  |  |  |
Loans and receivab les |  |  |  |  |
Receivab les fro m: |  |  |  |  |
Parent Co mpany | - | 30,516,3 03 | - | 30,516,3 03 | 30,516,3 03
Subsidiar ies | - | 34,261,9 16 | - | 34,261,9 16 | 34,261,9 16
Total | - | 64,778,2 19 | - | 64,778,2 19 | 64,778,2 19
Financial liabiliti es at amortis ed cost |  |  |  |  |
Debt secur ities | - | 37,672,0 89 | - | 37,672,0 89 | 36,368,5 18
Total | - | 37,672,0 89 | - | 37,672,0 89 | 36,368,5 18

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.
61
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.

| Gr oup 2025 12m E CL | G r oup 2024 12m ECL | Holdi ng 2025 12m ECL | H ol di ng 2024 12m ECL
| € | € | € | €
Bank balances |  |  |  |
Ex t er nal r at i ng g r ades |  |  |  |
AA- t o A- | 232,151 | 450,592 | 123,852 | 261,622
BBB- | 259,615 | 296,800 | 259,615 | 296,800
U nr ated | 5,528 | 673 | 618 | 18
G r oss/net c ar r y i ng am ount | 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.

| Gr oup 2025 12m EC L | G r oup 2024 12m ECL | Hol ding 2025 12m EC L | H oldi ng 2024 12m ECL
| € | € | € | €
Loans t o r elat ed par t ies I nt er nal r at i ng g r ades |  |  |  |
Per f or m i ng (i) | 43,802,198 | 40,395,161 | 67,974,344 | 64,778,219
G r oss/net c ar r y i ng 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).
62
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
33. Financial risk ma nagement (continued)
Credit r isk (continued)
Group
2025 2024

| Life t ime ECL (not cr ed it impair e d) | Li f eti m e ECL (not c r edi t i m pai r ed)
| € | €
Tr ade r eceivables test ed individuall y I nt er nal r at i ng g r ades |  |
Per f or m i ng (i) | 2,326,339 | 2,504,402
G r oss / net c ar r y i ng am ount at 31 Dec em ber | 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
| € | € | € | € | €
202 5 |  |  |  |  |
Trade receivab les test ed collecti vely |  |  |  |  |
Estimate d total gross c arrying a mount at default | 1,136,15 6 | 226,673 | 54,637 | 63,754 | 1,481,2 20
Lifetime ECL at 3 1 Decemb er 202 5 |  |  |  |  | (1 9)
Net carrying am ount at 31 Decemb er 202 5 |  |  |  |  | 1,481,20 1

63
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
33. Financial risk ma nagement (continued)
Credit risk (continued)
Days past due – simplified approach

202 4 | Not past due | <45 | 45 – 90 | >90 | Total
| € | € | € | € | €
Trade receivab les test ed collecti vely |  |  |  |  |
Estimate d total gross c arrying a mount at default | 1,090,56 4 | 267,593 | 84,8 33 | 65,427 | 1,508,41 7
Lifetime ECL at 3 1 Decemb er 202 4 |  |  |  |  | (16,864)
Net carrying am ount at 31 Decemb er 202 4 |  |  |  |  | 1,491,55 3

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 E CL (not credi t-impaired) | Lifetime E CL (not credi t-impaired) Trade receivabl es No SFC | Lifetime E CL (credit-impaire d but not POCI) Trade receivabl es No SFC | Lifetime E CL (credit-impaire d but not POCI) Trade receivabl es No SFC
| Trade receivabl es No SFC |  |  |
| € | € | € | €
Opening balance at 1 Janu ary 202 5 | 16,864 | - | - | -
Revers al during the year | (1 6,84 5) | - | - | -
Closing b alance 31 Decem ber 20 2 5 | 19 | - | - | -
Opening balance at 1 Janu ary 202 4 | 27,094 | - | - | -
Revers al during t he year | (10,230) | - | - | -
Closing b alance 31 Decem ber 20 2 4 | 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.
64
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:

For ei g n c ur r enc y r i s k | USD and USD pegged cur r encies 2025 | U SD and U SD pegged c ur r enc i es 2024
T r ade and other r ec ei v ables | 1,113,374 | 851,403
Balance sheet exposu r e | 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 r at e (basis points) | Gr oup and Holdi ng Pr ofit or l oss | Gr oup and Holdi ng
|  |  | Equit y
|  | € | €
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 € 1 9,909,526 (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.
65
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
33. Financial risk ma nagement (continued)
Interest rate risk (continued)

| Incr ease or decr ease (b asis points) | Gr oup | 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
| € | € | € | € | € | € | €
202 5 |  |  |  |  |  |  |
Non-derivati ve financial liabilities |  |  |  |  |  |  |
Non-interes t bearing | 1,557,13 5 | - | - | - | - | 1,557,13 5 | 1,557,13 5
Fixed rat e instrument s | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 4 2,469,270 | 49,855,2 30 | 36,427,1 79
Variable r ate instrument s | 5,276,30 9 | 1,980,87 8 | 10,691,9 02 | 3,475,62 0 | - | 21,424,7 09 | 19,909,5 26
Lease liabili ties | 1,582,94 4 | 174,088 | 174,088 | 174,088 | 3,003,02 2 | 5,108,23 0 | 3,827,65 7
| 10,262,8 78 | 4,001,45 6 | 12,712,4 80 | 5,496,19 8 | 45,472,2 92 | 77,945,3 04 | 61,721,4 97

66
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
| € | € | € | € | € | € | €
202 4 |  |  |  |  |  |  |
Non-derivati ve financial liabilities |  |  |  |  |  |  |
Non-interes t bearing | 2,335,76 9 | - | - | 104,770 | - | 2,440,53 9 | 2,440,53 9
Fixed rat e instrument s | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 44,315,7 60 | 51,701,7 20 | 36,368,5 18
Variable r ate instrument s | 11,483,8 90 | 719,966 | 697,756 | 676,276 | 2,465,32 7 | 16,043,2 15 | 15,260,5 61
Lease liabili ties | 916,483 | 1,700,36 4 | 235,350 | 235,350 | 4,295,13 8 | 7,382,68 5 | 4,974,90 8
| 16,582,6 32 | 4,266,82 0 | 2,779,59 6 | 2,862,88 6 | 51,076,2 25 | 77,568,1 59 | 59,044,5 26

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
| € | € | € | € | € | € | €
202 5 |  |  |  |  |  |  |
Non-derivati ve financial liabilities |  |  |  |  |  |  |
Non-interes t bearing | 90,244 | - | - | - | - | 90,244 | 90,244
Fixed rat e instrument s | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 4 2,469,270 | 49,855,2 30 | 36,427,1 79
| 1,936,73 4 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 4 2,469,270 | 49,945,4 74 | 3 6,517,4 23

67
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
| € | € | € | € | € | € | €
202 4 |  |  |  |  |  |  |
Non-derivati ve financial liabilities |  |  |  |  |  |  |
Non-interes t bearing | 92,027 | - | - | - | - | 92,027 | 92,027
Fixed rat e instrument s | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 44,315,7 60 | 51,701,7 20 | 36,368,5 18
| 1,938,51 7 | 1,846,49 0 | 1,846,49 0 | 1,846,49 0 | 4 4,315,760 | 5 1,793,747 | 36,460,5 45

Reconciliation of liabilities arising from financing activities

| 202 4 | Cashflows | Lease remeasur ement (see Note 18) | Other changes | Amortisa tion of bond issue costs | 202 5
| € | € | € | € | € | €
Lease liabili ty | 4,974,908 | (649,020) | (498,23 1) | - | - | 3,827,65 7
Bank loans | 4,315,25 6 | 12,527,3 02 | - | (57,035) | - | 16,785,5 23
Bank over draft | 10,945,3 05 | (7,821,30 2) | - | - | - | 3,124,00 3
Debt secur ities | 36,368,5 18 | - | - | - | 58,661 | 36,427,1 79
in iss ue |  |  |  |  |  |
| 56,603,9 87 | 4,056,98 0 | (498,23 1) | (57,035) | 58,661 | 60,164,3 62

68
Mariner Finance p.l.c
Notes to the financial statements
Year ended 31 December 2025
33. Finan cial risk management (continued)

| 202 3 | Cashflows | Lease modificati on (see Note 18) | Repaymen t of 5.3% bond (see Note 27) | Amortisa tion of bond issue costs | 202 4
| € | € | € |  | € | €
Lease liabili ty | 4,937,76 8 | (614,470) | 651,610 | - | - | 4,974,90 8
Bank loans | 1,457,90 3 | 2,857,35 3 | - | - | - | 4,315,25 6
Bank over draft | 2,974,00 5 | 7,971,30 0 | - | - | - | 10,945,3 05
Debt secur ities | 53,965,1 08 | - | - | (17,652,3 30) | 55,740 | 36,368,5 18
in iss ue |  |  |  |  |  |
| 63,334,7 8 4 | 10,214,1 8 3 | 651,610 | (17,652,3 30) | 55,740 | 56,603,9 87

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 (202 4: €
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.
69
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.
70
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




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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
(C51320) and iMovo Limited (C50760), all limited liability companies registered in Malta with registered offices at Deloitte Place, Triq l-Intornjatur, Zone 3, Central Business
District, Birkirkara CBD 3050, Malta. Deloitte Corporate Services Limited is authorised to act as a Company Service Provider by the Malta Financial Services Authority.
Deloitte Audit Limited is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. Deloitte Malta is an affiliate of Deloitte Central
Mediterranean S.r.l., a company limited by guarantee registered in Italy with registered number 09599600963 and its registered office at Via Santa Sofia no. 28, 20122, Milan,
Italy. For further details, please visit www.deloitte.com/mt/about.
Deloitte Central Mediterranean S.r.l. is the affiliate for the territories of Italy, Greece and Malta of Deloitte NSE LLP, a UK limited liability partnership and member firm of
Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member firms are legally separate and independent entities.
DTTL, Deloitte NSE LLP and Deloitte Central Mediterranean S.r.l. do not provide services to clients. Please see www.deloitte.com/about to learn more about our global
network of member firms.
© 2025. For information, contact Deloitte Malta.
71
Independent auditor’s report
to the members of
Mariner Finance plc



 
       
 
Valuation of 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  
               
                   

72
Independent auditor’s report
to the members of
Mariner Finance plc
Other information (continued)
e
                 





on .
- 

• 

• 



                  

 



     









l

 

73


-










Independent auditor’s report
to the members of
Mariner Finance plc


or wil              
                   
 

   


                  
     -             


                

•             
                

               

•                  
                 
 
• 

• 

                   

    
                 


 

74
Independent auditor’s report
to the members of
Mariner Finance plc
• 
 

• 





 



 


 
We



                


Accountancy Profession (European Single Electronic Format)
Assurance Directive               

5
                  
                


75


-










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 

76
Independent auditor’s report
to the members of
Mariner Finance plc











                  



 


 



• 
• 
• 
• 





     


12 
77


-










Independent auditor’s report
to the members of
Mariner Finance plc

e

9 6.
 



