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Report and financial statements
31 December 2023
C:\Users\nicholas.borg\Hili Company\Hili Company - Documents\Other companies (Ho ldin g com p anies)\M ar iner F inan ce plc\Fin ance\Con solid atio n\20 23\E S E F
23.04.24 at 21.34hrs
2023
Mariner Finance p.l.c
Contents
Page
Directors, officer and other information 1
Directors' report 2 - 5
Statement of directors' responsibilities 6
Corporate governance statement 7 - 10
Statement of profit or loss and other comprehensive income 11
Statement of financial position 12 - 13
Statements of changes in equity 14 - 15
Statements of cash flows 16 - 17
Notes to the financial statements 18 - 64
Independent auditor's report 65 - 73
Mariner Finance p.l.c
Directors, officer and other information
Directors: Marin Hili (Chairman)
Michela Borg
Edward Hili (Chief Executive Officer)
Kevin Saliba
Lawrence Zammit
Anthony Busuttil
Ian Micallef (appointed on 28 February 2022)
Secretary: Kevin Saliba
Registered Office: 37, Censu Tabone Street,
St Julian's,
Malta.
Country of incorporation: Malta
Company registration number: C31514
Auditor: Deloitte Audit Limited,
Deloitte Place,
Triq l-Intorjatur,
Central Business District,
Malta.
Legal Advisor: Camilleri Preziosi,
Level 3 Valletta Buildings,
South Street,
Valletta,
Malta.
1
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
The directors present their report and the audited financial statements of the group and the holding company
for the year ended 31 December 2023.
Principal activities
The group is engaged in the investment, development and operation of sea terminals, namely in Riga, Latvia
as well a s property investment.
The principal activities of the company are mainly those of acting as an investment and holding company.
Furthermore, the company also rents and operates owned real estate in Latvia, namely the Merkela property.
Performance review
The group and company have registered a profit before tax of € 6,230,061 (2022 – € 6,030,933) and a profit
before tax of € 8,839,011 (2022 – profit before tax of € 3,592,092) respectively.
The net assets of the group at the end of the year amounted to € 62,103,554 (2022 – € 62,315,361), and that of
the company € 56,458,010 (2022 – € 53,448,344).
Both Merkela occupancy and the operating income of the company remained at the same level of the previous
year. The increase in net assets for the company relates to the profit for the year, mainly resulting from
dividend received during the current year of € 8,613,940 compared to € 3,684,000 in the prior year.
In December 2022, the Group issued €36,929,800 in unsecured bonds at a nominal value of €100 per bond.
These bonds were issued at par and are redeemable in December 2032. The new bonds were admitted to
listing on the Official List of the Malta Stock Exchange on 3 January 2023. The proceeds from the Bond issue
were to be utilised as follows:
- €17,316,200 in the form of exchangeable bonds surrendered by existing bond holders for their cancellation;
- € 259,743 in settlement of premium of €1.50 on each exchangeable bond option taken up;
- € 17,683,800 in repayment of bond redeemable in 2024.
- Excess towards general corporate funding purposes.
The consolidated profit for the year before tax marginally exceeded that attained in 2022. The group registered
a higher annual turnover resulting from its operations at Baltic Container Terminal (BCT). Cost of sales
remained at the same level of the previous year, which implied an improved gross profit to sales ratio.
Investment income amounted to € 1,024,197 (2022: € 294,664). This increase was solely due to investment
income generated from a temporary loan given out to parent company. The group incurred an increase in its
finance costs resulting from interest cost incurred on its December 2022 Bond issue.
Despite the ongoing geopolitical unrest brought about by the Russia-Ukraine conflict, the group still expects
exports from Latvia to continue to increase as long as there are sufficient empty containers available. For next
year, the group is budgeting an increase in throughput on year 2023 levels. The Group has a strong financial
position and significant resources at its disposal. The Group’s container terminal as well as the property in
Latvia, are both well-positioned to continue to be a long-term sustainable businesses. Moreover, during the
reporting year, the Group has started reconstruction and extension of the berth KS 34 in Latvia by 57.3 meters.
This project is being partly financed by EU funds. As a result of this construction, which will be completed in
year 2024, it will be possible to accept larger ships of up to 340m in length.
The group measures the achievement of its objectives through the use of the following other key performance
indicators:
Financial
The group calculates the level of its free cash flow by reference to the cash generated from continuing
operations less capital expenditure, interest and tax. The group’s free cash flow at year end amounted to a
surplus of € 2,627,478 (2022: € 6,891,826). The drop in free cash flow resulted due to higher capital
expenditure undertaken throughout the year which amounted to € 3,331,184 (2022 - € 951,270).
The group measures its performance based on EBITDA, which is defined as the group profit before
depreciation, amortisation, investment income, finance costs and taxation. During the year under review,
EBITDA increased by 1% from € 10,440,395 to € 10,539,225.
2
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
Financial - (continued)
The group aims to deliver a return on average capital employed above the level of its cost of funding.
The return on average capital employed represents the operating profit on ordinary activities divided by
the average of capital employed. The group ensures that this capital is used as effectively as possible.
The return on average capital employed as at year end stood at 7% (2022: 9%).
Non-financial
Customer satisfaction is monitored by regular meetings with clients and other forms of informal
feedback. The level of customer satisfaction remains at very good levels.
Overall terminal efficiency is calculated at the average number of container moves per hour. Average
efficiency remained unchanged from prior year, at 21 moves per hour.
Property rental is measured in accordance with the level of occupancy which remained on the same
level as in previous years.
Principal risks and uncertainties
The successful management of risk is essential to enable the group to achieve its objectives. The
ultimate responsibility for risk management rests with the group’s directors, who evaluate the group’s
risk appetite and formulate policies for identifying and managing such risks. The principal risks and
uncertainties facing the group are included below:
(a) Market and competition
The group operates in a highly competitive environment and faces competition from various other
entities. An effective, coherent and consistent strategy to respond market dynamics, customer demands
and competitors enables the group to sustain its market share and its profitability. The group continues
to focus on service quality and performance in managing this risk. The group is dependent on certain
customers as disclosed in note 5 to the financial statements.
(b) Legislative risks
The group is subject to numerous laws and regulations covering a wide range of matters. Failure to
comply could have financial or reputational implications and could materially affect the group’s ability to
operate. The group has embedded operating policies and procedures to ensure compliance with
existing legislation.
3
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
(c) Economic and market environment
Economic conditions have been challenging in recent years across the market in which the group operates. A
significant economic decline in any of these markets could impact the group’s ability to continue to maintain
and grow throughput. Demand for the group’s services can be adversely affected by weakness in the wider
economy which are beyond the group’s control. This risk is evaluated as part of the group’s annual strategy
process covering the key areas of investment and development and updated regularly throughout the year.
The group continues to make significant investment in innovation. The group regularly reviews its pricing
structures to ensure that its services are appropriately placed within the markets in which it operates.
(d) Customer service
The group’s revenues are at risk if it does not continue to provide the level of service expected by its
customers. The group’s commitment to customers is embedded in its values. The group continually seeks to
make improvements to the services provided by investing in technology, equipment and infrastructure, through
the ongoing training of employees and enhancements in operational practices.
(e) Political risk
Despite the current geographical unrest in neighbouring countries, the group operates in a country with stable
social and political conditions. Adverse changes in these conditions, for example, political unrest, strikes, war
and other forms of instability including natural disasters, epidemics, widespread transmission of diseases and
terrorist attacks may negatively affect the group’s business, results of operations, financial conditions or
prospects. The group adapts to such risks by incorporating this risk into its business strategy.
(f) Financial risk management
Note 33 to the financial statements provides details in connection with the group’s use of financial instruments,
its financial risk management objectives and policies and the financial risks to which it is exposed.
Results and dividends
The result for the year ended 31 December 2023 is shown in the statement of profit or loss and other
comprehensive income on page 11. The group registered a profit for the year after tax of € 5,588,193 as
compared to € 5,700,538 in 2022. This marginal decrease in profitability resulted from an increase in income
tax at Baltic Container Terminal SIA, due to a higher dividend distribution. The Company registered a profit for
the year of € 8,809,666 as compared to € 3,580,187 in 2022. The main reason for the increase being a higher
dividend received from its subsidiary when compared to the prior year, and higher interest income. Rental
income from Merkela remained at the same level of the previous year. A dividend amounting to € 5,800,000
was declared and distributed by the Company during the reporting year.
Post balance sheet events
From the last day of the reporting period until the date of signing of these financial statements, there have been
no events which would require adjustments or disclosures in the financial statements.
Likely future business developments
The directors consider that the year end financial position was satisfactory and that the Company and the
Group are well placed to sustain the present level of activity in the foreseeable future.
4
Directors
Marin Hili (Chairman)
Michela Borg
Edward Hili (Chief Executive Officer)
Kevin Saliba
Lawrence Zammit
Anthony Busuttil
Ian Micallef
Going concern
Auditor
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.
A resolution to reappoint Deloitte Audit Limited as auditor of the company will be proposed at the
forthcoming annual general meeting.
Signed on behalf of the Company's Board of Directors on 25 April 2024 by Marin Hili (Chairman)
and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report
submitted in conjunction with the Annual Report and Financial Statements 2023.
Mariner Finance p.l.c
Directors' report
Year ended 31 December 2023
The directors who served during the period were:
In accordance with the company's articles of association all the directors are to remain in office.
5
Mariner Finance p.l.c
Statement of directors' responsibilities
The directors are required by the Maltese Companies Act (Cap. 386) to prepare financial statements in
accordance with International Financial Reporting Standards as adopted by the EU which give a true and fair
view of the state of affairs of the Company and its Group at the end of each financial year, and of the profit or
loss of the Company and its Group for the year then ended.
In preparing the financial statements, the directors should:
• select suitable accounting policies and apply them consistently;
• make judgements and estimates that are reasonable; and
• prepare the financial statements on a going concern basis, unless it is inappropriate to
presume that the Company and the Group will continue in business as a going concern.
The directors are responsible for ensuring that proper accounting records are kept which disclose with
reasonable accuracy at any time the financial position of the Company and the Group and which enable the
directors to ensure that the financial statements comply with the Companies Act (Cap. 386). This
responsibility includes designing, implementing and maintaining such internal control as the directors
determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error. The directors are also responsible for safeguarding the assets
of the Company and the Group, and hence for taking reasonable steps for the prevention and detection of
fraud and other irregularities.
Additionally, the directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the consolidated financial
statements and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in
accordance with the requirements of the European Single Electronic Format Regulatory Technical
Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the “ESEF RTS”); and
• designing, implementing, and maintaining internal controls relevant to the preparation of the Annual
Financial Report that is free from material non-compliance with the requirements of the ESEF RTS,
whether due to fraud or error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a
single electronic reporting format.
Statement of responsibility pursuant to the Capital Markets Rules issued by the Malta Financial
Services Authority
In accordance with Capital Market Rule 5.68, we confirm that to the best of our knowledge:
a) the financial statements give a true and fair view of the financial position of the Company and the
Group as at 31 December 2023 and of their financial performance and cash flows for the year then
ended, in accordance with International Financial Reporting Standards as adopted by the EU; and
b) the Directors’ Report includes a fair review of the performance of the business and the financial
position of the Company and the Group, together with a description of the principal risks and
uncertainties that they face.
Signed on behalf of the Company's Board of Directors on 25 April 2024 by Marin Hili (Chairman) and
Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report submitted
in conjunction with the Annual Report and Financial Statements 2023.
C h ai r man
6
Mariner Finance p.l.c
Corporate governance statement
Introduction
Pursuant to the Capital Markets Rules as issued by the Malta Financial Services Authority, Mariner
Finance p.l.c, (the 'company') is hereby reporting on the extent of its adoption of the Code of Principles
of Good Corporate Governance (the 'Principles') contained in Appendix 5.1 of the Capital Markets
Rules.
The Board acknowledges that the Code does not dictate or prescribe mandatory rules but
recommends principles of good practice. Nonetheless, the Board strongly believes that the Principles
are in the best interest of the shareholders and other stakeholders since they ensure that the
Directors, Management and employees of the group adhere to internationally recognised high
standards of Corporate Governance.
The group currently has a corporate decision-making and supervisory structure that is tailored to suit
the group's requirements and designed to ensure the existence of adequate checks and balances
within the group, whiles retaining an element of flexibility, particularly in view of the size of the group
and the nature of its business. The group adhered to the Principles, except for those instances where
there exist particular circumstances that warrant non-adherence thereto, or at least postponement for
the time being.
Additionally, the Board recognises that, by virtue of the Capital Markets Rule 5.101. the company is
exempt from making available the information required in terms of Capital Markets Rules 5.97.1 to
5.97.3; 5.97.6 and 5.97.7.
The Board of Directors
The Board of Directors of the company is responsible for the overall long-term direction of the group,
in particular in being actively involved in overseeing the systems of control and financial reporting and
that the group communicates effectively with the market.
The Board of Directors meets regularly, with minimum of four times annually, and is currently
composed of seven Members, two of which are completely independent from the company or any
other related companies.
Mr. Lawrence Zammit and Mr. Anthony Busuttil are independent non-executive directors of the
company. Dr. Ian Micallef, Mr. Kevin Saliba and Ms. Michela Borg are non-executive directors.
Directors
Marin Hili - Chairman
Edward Hili - Chief Executive Officer
Non-Executive Directors
Michela Borg
Kevin Saliba
Lawrence Zammit
Anthony Busuttil
Ian Micallef
7
Mariner Finance p.l.c
Corporate governance statement
The Board of Directors (continued)
The Board Meetings are attended by the Chief Financial Officer of the group in order for the Board to
have direct access to the financial operation of the group. This is intended to, inter alia, ensure that the
policies and strategies adopted by the Board are effectively implemented.
The policy on the remuneration of the Board is reviewed periodically by the shareholders of the
company. Total emoluments to the Board and senior executives of the group are disclosed in note 11.
All contracts are for an indefinite period. It should be also noted that not all Directors receive
remuneration from Mariner Finance p.l.c. Furthermore, there are no specific amounts of their
remuneration allocated to any other roles within the Group. In their capacity as Directors, the Non-
Executive Directors are not entitled to profit sharing, share options, pension benefits or any other
remuneration. Two of the Non-Executive Directors enjoy fixed remuneration set at € 5,000 per annum
per director. No variable remuneration is paid to the Non-Executive Directors in their capacity as
Directors of the Company. No remuneration, being fixed or variable is paid to the other directors of the
Company. There were no changes to the company’s remuneration policy when compared to the
previous year.
The company ensures that it provides directors with relevant information to enable them to effectively
contribute to board decisions.
The directors are fully aware of their duties and obligations, and whenever a conflict of interest in
decision making arises, they refrain from participating in such decisions.
Audit committee
The Terms of Reference of the Audit Committee, are modelled on the principles set out in the Capital
Markets Rules. The Audit Committee assists the Board in fulfilling its supervisory and monitoring
responsibility by reviewing the group financial statements and disclosures, monitoring the system of
internal control established by management as well as the audit processes.
The Board of Directors established the Audit Committee, which meets regularly, with a minimum of four
times annually, and is currently composed of the following individuals:
Mr. Lawrence Zammit (Chairman)
Mr. Anthony Busuttil
Dr. Ian Micallef
Mr. Lawrence Zammit is an independent non-executive director of the company who the Board
considers to be competent in accounting and/or auditing in terms of the Capital Markets Rules. In the
Board's view, the audit committee, as a whole, has the relevant competence in the sector in which the
group operates due to the professional experience of the individual members.
In terms of the Capital Markets Rules, the majority of the members of the audit committee shall be
independent of the issuer. Mr. Lawrence Zammit and Mr. Anthony Busuttil are considered by the Board
to be independent members.
The Audit Committee met four times during the year. Communication with and between the Secretary,
top level management and the Committee is ongoing and considerations that required the Committee's
attention were acted upon between meetings and decided by the Members (where necessary) through
electronic circulation and correspondence.
8
1
Reviewing the group's strategy on an on-going basis as well as setting the appropriate business
objectives in order to enhance value for all stakeholders;
2
Implementing an appropriate organisational structure for planning, executing, controlling and
monitoring business operations in order to achieve Group objectives;
3
Appointing and monitoring the Chief Executive Officer whose function is to manage the operations
of the group;
4
Identifying and ensuring that significant risks are managed satisfactorily; and
5
Company policies are being observed.
Mariner Finance p.l.c
Corporate governance statement
The company is mainly an investment company which does not require an elaborate management
structure. Its CEO is responsible for the day-to-day management of the Group, assisted, when
necessary from time to time, by members of the senior management teams of the Group companies.
The Directors believe the current organisational structures are adequate for current activities of the
company. The Directors will maintain these structures under continuous review to ensure that they meet
the changing demands of the business and to strengthen the checks and balances necessary for better
corporate governance.
While the Board is ultimately responsible for the group's internal controls as well as their effectiveness,
authority to operate the group is delegated to the Chief Executive Officer.
The group's system of internal controls is designed to manage all the risks in the most appropriate
manner. However, such controls cannot provide an absolute elimination of all business risks or losses.
Therefore, the Board, inter alia, reviews the effectiveness of the group's system of internal controls in
the following manner:
The market is kept up to date with all relevant information, and the company regularly publishes such
information on its website to ensure consistent relations with the market.
Relations with the market
Non-compliance with the code
Principle 4: Organisation Structure
Internal Control
9
Mariner Finance p.l.c
Corporate governance statement
Non-compliance with the code (continued)
Principle 6: Information and professional judgement
Under the present circumstances, full adherence by the Issuer with the provisions of Principle 6 of the
Code is not deemed necessary taking into account the size, nature and operations of the Issuer. The
Issuer does not feel the need to establish and/or implement a succession plan for senior management
in light of its existing organisational structure. The Directors will maintain the existing arrangement
under continuous review to ensure that it meets the changing demands of the business and to
strengthen the checks and balances necessary for better corporate governance.
Principle 8: Committees
Under the present circumstances, the Board does not consider it necessary to appoint a remuneration
committee and nomination committee as decisions on these matters are taken at shareholder level.
The Issuer considers that the members of the Board provide the level of skill, knowledge and
experience expected in terms of the Code. Furthermore, the company does not have any employees
other than directors and company secretary.
Principle 11: Conflict of interest
Under present structure, the majority of Directors of the Issuer are Directors of its parent company
Mariner Capital Ltd and ultimate beneficial shareholders of the Group, and as such are susceptible to
conflicts arising between the potentially diverging interests of said shareholders and the Group as well
as conflicts of interest which may arise in relation to transactions involving the Issuer and Mariner
Capital Ltd. Kevin Saliba, a director and company secretary, is also the Chief Financial Officer of
Mariner Capital Ltd. The audit committee of the Issuer has the task of ensuring that any potential
conflicts of interest that may arise at any moment, pursuant to these different roles held by Directors,
are handled in the best interest of the Issuer and according to law. To the extent known or potentially
known to the Issuer, there are no potential conflicts of interest between any duties of the Directors and
their private interests and/or their other duties which require disclosure in terms of the Regulation.
Signed on behalf of the Company's Board of Directors on 25 April 2024 by Marin Hili (Chairman)
and Kevin Saliba (Director) as per the Directors' Declaration on ESEF Annual Financial Report
submitted in conjunction with the Annual Report and Financial Statements 2023.
10
Notes 2023 2022 2023 2022
€ € € €
Revenue 6 19,800,017 19,465,743 - -
Cost of sales (9,340,551) (9,366,481) - -
Gross profit 10,459,466 10,099,262 - -
Administrative expenses (2,580,883) (2,435,269) (306,648) (328,839)
Other operating income 7 781,512 927,686 454,813 451,550
Other operating expenses (273,395) (350,983) (127,822) (136,507)
Operating profit / (loss) 8,386,700 8,240,696 20,343 (13,796)
Investment income 8 1,024,197 294,664 11,605,416 5,761,342
Finance costs 9 (3,180,836) (2,504,427) (2,786,748) (2,155,454)
Profit before tax 10 6,230,061 6,030,933 8,839,011 3,592,092
Income tax expense 13 (641,868) (330,395) (29,345) (11,905)
Profit for the year attributable to
the owners of the holding
company
5,588,193 5,700,538 8,809,666 3,580,187
Other comprehensive income
Items that will not be reclassified
subsequently to profit or loss
Gain on revaluation of land and
buildings
15 - 3,685,403 - -
Other comprehensive income for
the year, net of tax
- 3,685,403 - -
Total comprehensive income for
the year attributable to the
owners of the holding company
5,588,193 9,385,941 8,809,666 3,580,187
Group
Holding company
Mariner Finance p.l.c
Statement of profit or loss and other comprehensive income
Year ended 31 December 2023
11
Notes 2023 2022 2023 2022
€ € € €
ASSETS AND LIABILITIES
Non-current assets
Goodwill 3 13,184,904 13,184,904 - -
Intangible asset 16 438,539 475,933 - -
Property, plant and equipment 15 48,348,959 46,319,897 24,628 31,281
Investment property 17 4,469,000 4,466,000 4,469,000 4,466,000
Right-of-use assets 18 7,284,627 7,611,339 - -
Investment in subsidiaries 19 - - 26,898,805 26,898,805
Loans receivable 19 35,733,466 31,849,922 60,509,894 56,890,034
109,459,495 103,907,995 91,902,327 88,286,120
Current assets
Loans receivable 19 14,436,440 422,245 17,683,800 -
Inventories 20 285,276 339,706 - -
Trade and other receivables 21 5,056,657 22,814,095 1,388,436 19,778,499
Cash and cash equivalents 30 391,026 829,931 165,269 743,629
20,169,399 24,405,977 19,237,505 20,522,128
Total assets 129,628,894 128,313,972 111,139,832 108,808,248
Current liabilities
Trade and other payables 22 2,289,232 2,796,648 683,613 1,464,173
Lease liability 25 650,605 3,231,200 - -
Bank loans and overdraft 23 3,135,377 3,374,521 - -
Debt securities in issue 27 17,652,330 - 17,652,330 -
Current tax liability 13 142,258 11,917 29,307 11,867
23,869,802 9,414,286 18,365,250 1,476,040
Non-current liabilities
Other liabilities 24 1,098,177 64,592 3,794 8,150
Trade and other payables 22 310,890 - - -
Debt securities in issue 27 36,312,778 53,875,714 36,312,778 53,875,714
Lease liabilities 25 4,287,163 2,372,849 - -
Bank loans 23 1,296,530 - - -
Deferred tax liability 26 350,000 271,170 - -
43,655,538 56,584,325 36,316,572 53,883,864
Total liabilities 67,525,340 65,998,611 54,681,822 55,359,904
Net assets 62,103,554 62,315,361 56,458,010 53,448,344
Mariner Finance p.l.c
Statement of financial position
31 December 2023
Group
Holding Company
12
Notes 2023 2022 2023 2022
€ € € €
EQUITY
Share capital 28 500,000 500,000 500,000 500,000
Other equity 29 10,000,000 10,000,000 10,000,000 10,000,000
Other reserves 29 (1,898,805) (1,898,805) (936,323) (936,323)
Revaluation reserves 29 13,053,803 13,053,803 - -
Retained earnings 40,448,556 40,660,363 46,894,333 43,884,667
Total equity 62,103,554 62,315,361 56,458,010 53,448,344
These financial statements on pages 11 to 64 were approved by the Board of Directors and authorised for issue
on 25 April 2024 and signed on its behalf by Marin Hili (Chairman) and Kevin Saliba (Director) as per the
Directors' Declaration on ESEF Annual Financial Report submitted in conjunction with the Annual Report and
Financial Statements 2023.
Mariner Finance p.l.c
Statement of financial position
31 December 2023
Group
Holding Company
Equity attributable to the owners
of the holding company
13
Mariner Finance p.l.c
Statement of changes in equity - Group
Year ended 31 December 2023
Total
€ € € € € €
Balance as at 1 January 2022 500,000 10,000,000 (1,898,805) 9,368,400 34,959,825 52,929,420
Profit for the year, total comprehensive income for the year - - - - 5,700,538 5,700,538
Other comprehensive income for the year - - - 3,685,403 - 3,685,403
Total comprehensive income for the year - - - 3,685,403 5,700,538 9,385,941
Balance as at 31 December 2022 500,000 10,000,000 (1,898,805) 13,053,803 40,660,363 62,315,361
Balance as at 1 January 2023 500,000 10,000,000 (1,898,805) 13,053,803 40,660,363 62,315,361
Profit for the year - - - - 5,588,193 5,588,193
Total comprehensive income for the year - - - - 5,588,193 5,588,193
Dividend paid (Note 14) - - - - (5,800,000) (5,800,000)
Balance as at 31 December 2023 500,000 10,000,000 (1,898,805) 13,053,803 40,448,556 62,103,554
Share
capital
Other
equity
Other reserve
Revaluation
reserve
Retained
earnings
14
Mariner Finance p.l.c
Statement of changes in equity - Holding company
Year ended 31 December 2023
Total
€ € € € €
Balance as at 1 January 2022 500,000 10,000,000 (936,323) 40,304,480 49,868,157
Profit for the year, total
comprehensive income for the year - - - 3,580,187 3,580,187
Balance as at 31 December 2022 500,000 10,000,000 (936,323) 43,884,667 53,448,344
Balance as at 1 January 2023 500,000 10,000,000 (936,323) 43,884,667 53,448,344
Profit for the year, total
comprehensive income for the year - - - 8,809,666 8,809,666
Dividend paid (Note 14) - - - (5,800,000) (5,800,000)
Balance as at 31 December 2023 500,000 10,000,000 (936,323) 46,894,333 56,458,010
Share
capital
Other
equity
Other
reserve
Retained
earnings
15
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2023
Notes 2023 2022 2023 2022
€ € € €
Cash flow from operating activities
Profit before tax 6,230,061 6,030,933 8,839,011 3,592,092
Adjustments for:
Depreciation of property, plant and equipment 1,786,466 1,830,969 6,653 1,045
Depreciation of right-of-use assets 326,712 326,711 - -
Amortisation of intangible assets 39,347 42,019 - -
Investment income (1,021,197) (271,700) (11,602,416) (2,054,379)
Amortisation of bond expenses 89,394 145,565 89,394 145,565
Bond exchange premium - 259,743 - 259,743
Interest expense 2,906,655 2,065,549 2,783,731 1,895,712
Interest expense on lease liability 246,307 179,135 - -
Gain on revaluation of investment property (3,000) (23,000) (3,000) (23,000)
(Income) / Loss on disposal of property, plant
and equipment (1,001) 72,294 - -
10,599,744 10,658,218 113,373 3,816,778
Movement in trade and other receivables (1,444,871) (1,182,339) (812,247) (515,988)
Movement in trade and other payables (686,179) 474,608 (784,916) 401,986
Movement in inventories 54,430 115,144 - -
Cash flow from / (used in) operations 8,523,124 10,065,631 (1,483,790) 3,702,776
Interest received 1,021,197 271,700 2,988,476 2,054,379
Income tax paid (432,697) (306,105) (11,905) (14,947)
Interest paid (2,906,655) (2,008,995) (2,783,731) (1,855,000)
Interest paid on lease liability (246,307) (179,135) - -
Net cash flow from / (used in) operating
activities
5,958,662 7,843,096 (1,290,950) 3,887,208
Cash flow from investing activities
Purchase of property plant and equipment (3,330,942) (994,222) - (30,969)
Purchase of intangible assets (1,953) - - -
Proceeds from disposal of property, plant
and equipment 1,711 42,952 - -
Dividends received - - 8,613,940 3,684,000
Loans advanced to parent company (26,558,115) (5,775,344) (26,346,971) (5,775,342)
Loan repayments from parent company 2,927,111 2,161,811 2,927,111 2,161,811
Loans advanced to subsidiaries (67,023) - (3,683,800) -
Proceeds from EU grant 1,037,941 - - -
Other loan repayments 288 - - -
Repayments to subsidiaries - - - (3,684,000)
Net cash flows used in investing activities (25,990,982) (4,564,803) (18,489,720) (3,644,500)
Group
Holding Company
Operating profit before working capital
movements
16
Mariner Finance p.l.c
Statement of cash flows
Year ended 31 December 2023
Notes
2023 2022 2023 2022
€ € € €
Cash flow from financing activities
Lease liability paid (666,281) (699,697) - -
Proceeds from bank borrowings 1,457,902 - - -
Repayment of bank loans and overdraft (400,516) (2,388,428) - -
Proceeds from issue of debt securities 21 19,202,310 - 19,202,310 -
Net cash flow from / (used) in financing
activities
19,593,415 (3,088,125) 19,202,310 -
(438,905) 190,168 (578,360) 242,708
829,931 639,763 743,629 500,921
391,026 829,931 165,269 743,629
Net movements in cash and cash
equivalents
Cash and cash equivalents at the
beginning of the year
Cash and cash equivalents at the end of
the year (note 30)
Group
Holding Company
17
1 Company information and basis of preparation
Mariner Finance p.l.c is a public limited company incorporated in Malta with registration number
C31514 and has its registered address at 37, Censu Tabone Street, St. Jul ians, Malta.
The company acts as an investment and holding company and also holds an investment property in
Riga, Latvia, from which it earns rental income. The Group is engaged in the investment,
development and operation of sea terminals, namely in Riga, Latvia as well as property
development. As disclosed in note 27, the Company has issued bonds which are listed on the Malta
Stock Exchange.
During the reporting year, the global economy continued to experience the impact of the Russia-
Ukraine conflict. Despite this, management still expects exports from Latvia to increase, as long as
there are sufficient empty containers available. Furthermore, the Group’s senior management team
continues to constantly monitor the situation and the potential impact that this conflict is having on
the level of operations in comparison with both the reporting year and also the historic level of
operations. Projections for the year ending 31 December 2024 incorporate the ongoing impact of
such conflict. Under these projections, the Group is expected to continue operating at a satisfactory
profitable level and also continues to have sufficient liquidity and financial resources available to
meet all its obligations.
The Group has a strong financial position and significant resources at its disposal. Furthermore, the
group’s container terminal as well as the property in Latvia, are both well-positioned to continue to
be long-term sustainable businesses.
The financial statements have been prepared under the historical cost basis, except for investment
property which are stated at their fair value, and land and buildings which are stated at their revalued
amounts, and in accordance with International Financial Reporting Standards as adopted by the EU.
The material accounting policy information is set out below.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an
orderly transaction between market participants at the measurement date.
For financial reporting purposes, fair value measurements are categorised into Level 1, 2 or 3 based
on the degree to which the inputs to the fair value measurements are observable and the
significance of the inputs to the fair value measurement in its entirety, which are described as
follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that
the entity can access at the measurement date;
Level 2 inputs are inputs, other than quoted prices included within Level 1, that are observable for
the asset or liability, either directly or indirectly; and
Level 3 inputs are unobservable inputs for the asset or liability.
For assets and liabilities that are recognised in the financial statements at fair value on a recurring
basis, the Company determines that transfers are deemed to have occurred between Levels in the
hierarchy at the end of each reporting period.
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
18
2 Material accounting policies
Basis of consolidation
The consolidated financial statements incorporate the financial statements of Mariner Finance p.l.c. (or
the “Company”) and subsidiary entities controlled by the Company. Control exists when the Company
has power over the investee, is exposed or has rights to variable returns from its involvement with the
investee and has the ability to use its power over the investee to affect the amount of its returns. In
assessing control, potential voting rights that give the Company the current ability to direct the
investee’s relevant activities are taken into account.
The financial statements of subsidiaries are included in the consolidated financial statements from the
date that control commences until the date control ceases. Intra-group balances, transactions, income
and expenses are eliminated on consolidation.
Business combination and goodwill
During the financial year ended 31 December 2013, Mariner Capital Limited became the direct parent
entity of Mariner Finance p.l.c., and acquired and became the ultimate parent of Baltic Container
Terminal SIA and Equinor Riga SIA through its direct subsidiary, Mariner Finance Baltic SIA. Mariner
Finance p.l.c. was not the parent of any entity of the Mariner Capital Limited Group as at 31 December
2013.
During the first two quarters of 2014 the Mariner Capital Limited group entered into various linked
transactions (“the restructuring transactions”). As a result of the restructuring transactions, Mariner
Finance p.l.c. became the direct parent of Mariner Baltic Holdings SIA. As part of the restructuring
transactions Mariner Baltic Holdings SIA became the direct parent of Mariner Finance Baltic SIA (and
the indirect parent of Baltic Container Terminal SIA) and Equinor Riga SIA.
The restructuring transactions resulted in Mariner Finance p.l.c. gaining control during 2014 of its direct
subsidiary entity Mariner Baltic Holdings SIA and its indirect subsidiary entities Mariner Finance Baltic
SIA, Baltic Container Terminal SIA and Equinor Riga SIA (“the subsidiaries”). In 2019, Mariner Finance
p.l.c merged with its wholly owned subsidiary Mariner Baltic Holdings SIA.
The acquisition of these subsidiaries by Mariner Finance p.l.c. fell outside the scope of International
Financial Reporting Standard 3 – Business Combinations (“IFRS 3”) because the transaction merely
represented a group reorganisation and because in terms of paragraph 2(c) of IFRS 3, the acquisition of
these entities by Mariner Finance p.l.c. was treated as a combination of businesses under common
control in which all the combining entities are ultimately controlled by the same party, Mariner Capital
Limited, both before and after the business combination and that control was not transitory.
In accordance with ‘International Accounting Standard 8 – Accounting Policies, Changes in Accounting
Estimates and Errors’ (“IAS 8”), in the absence of an IFRS that specifically applies to a transaction,
other event or condition, management should use its judgment in developing and applying an
accounting policy that is relevant to the decision making needs of the users and is reliable. In relation to
this specific transaction, the use of predecessor accounting by Mariner Finance p.l.c. was considered to
be a generally accepted accounting approach to account for the acquisition of the entities under
common control.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
19
2
Material accounting policies (continued)
Business combination and goodwill (continued)
The acquisition of the subsidiaries acquired from the direct parent by Mariner Finance p.l.c. has
been accounted for under the principles of predecessor accounting as from the date these
subsidiaries were acquired by its parent, Mariner Capital Limited on 1 January 2013. In terms of
predecessor accounting, an acquirer is not required to be identified. The Company has
incorporated the acquired entities at their previous carrying amounts of assets (including
goodwill) and liabilities included in the consolidated financial statements of its parent, Mariner
Capital Limited.
This accounting treatment gave rise to differences on acquisition between the consideration
given in exchange for the acquired entities and the amounts at which the assets and liabilities of
the acquired entities are initially recognised; €43,940,924 were included within equity.
Goodwill is measured as the excess of the consideration transferred and the net of the
acquisition-date amounts of the identifiable assets acquired and the liabilities assumed.
The goodwill is initially recognised as an asset at cost and is subsequently measured at cost less
any accum ulated impairment losses.
Property, plant and equipment
Property, plant and equipment are classified into the following classes – land and buildings, plant
and equipment, furniture, fittings and equipment, and fixed assets under construction.
Property, plant and equipment are initially measured at cost. Subsequent costs are included in
the asset’s carrying amount when it is probable that future economic benefits associated with the
item will flow to the group and the cost of the item can be measured reliably. Expenditure on
repairs and maintenance of property, plant and equipment is recognised as an expense when
incurred.
Land and buildings held for use in the production or supply of goods or services, or for
administrative purposes are stated in the statement of financial position at their revalued
amounts, being the fair value at the date of the revaluation less any subsequent accumulated
depreciation and any accumulated impairment losses.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
20
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
2 Material accounting policies (continued)
Property, plant and equipment (continued)
Revaluations are made for the entire class of land and buildings and with sufficient regularity such
that the carrying amount does not differ materially from that which would be determined using fair
values at the end of the reporting period. The gross carrying amount is adjusted in a manner that is
consistent with the revaluation of the carrying amount of the asset. The accumulated depreciation at
the date of the revaluation is adjusted to equal the difference between the gross carrying amount
and the carrying amount of the asset after taking into account accumulated impairment losses.
Other tangible assets are stated at cost less any accumulated depreciation and any accumulated
impairment losses.
Properties in the course of construction
Properties in the course of construction for production, supply or administrative purposes, are
carried at cost, less any identified impairment loss. Cost includes, for qualifying assets, borrowing
costs capitalised in accordance with the Group's accounting policy on borrowing costs. Depreciation
of these assets, on the same basis as other property assets, commences when the assets are
available for use.
Depreciation
Depreciation commences when the depreciable assets are available for use and is charged to profit
or l os s s o a s to w r i te of f th e c os t/rev al ue d a m ou nt, l es s an y es ti m ate d res i du al v al ue, o v er thei r
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 underly ing asset.
Investment property
The Group's investment property consists of a building in Riga, Latvia, which is held to earn rentals,
and a piece of land in the territory of Latvia, which is held for capital appreciation. Investment
property is initially measured at cost, including transaction costs. Subsequent to initial recognition
investment property is stated at fair value at the end of the reporting period. Gains or losses arising
from changes in the fair value of investment property are recognised in profit or loss in the period in
which they arise.
21
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
2 Material accounting policies (continued)
Investments in subsidiaries
A subsidiary is an entity that is controlled by the company. Investments in subsidiaries are
accounted for on the basis of the direct equity interest and are stated at cost less any accumulated
impairment losses. Dividends from the investment are recognised in profit or loss.
Other financial instruments
Financial assets and financial liabilities are recognised when the company becomes a party to the
contractual provisions of the instrument. Financial assets and financial liabilities are initially
recognised at their fair value plus directly attributable transaction costs for all financial assets or
financial liabilities not classified at fair value through profit or loss.
An equity instrument is any contract that evidences a residual interest in the assets of the company
after deducting all of its liabilities. Equity instruments are recorded at the proceeds received, net of
direct issue costs.
Financial assets
Classification and measurement
Financial assets are classified as measured at either amortised cost or fair value based on the
business model for managing the assets and the asset’s contractual terms. The Group and the
Company do not have any financial assets classified as fair value through other comprehensive
income (managed under a hold to collect and sell business model).
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 inte r est on the principa l 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 relev ant 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 carry ing am ount on ini tial recogniti on.
22
2 Material accounting policies (continued)
Financial assets (continued)
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.
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 i nventories to thei r present location and conditi on..
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.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
23
2 Material accounting policies (continued)
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 adjustm ent to their carry ing am ount.
Significant increase in credit risk
In assessing whether the credit risk on a financial instrument has increased significantly since
initial recognition, the Group and the Company compare the risk of a default occurring on the
financial instrument as at the reporting date with the risk of a default occurring on the financial
instrument as at the date of initial recognition. In making this assessment, the Group and the
Company consider both quantitative and qualitative information that is reasonable and
supportable, including historical experience and forward-looking information that is available
without undue cost or effort and, where applicable, the financial position of the counterparties.
Irrespective of the outcome of the above assessment, the Group and the Company presume
that the credit risk on a financial asset has increased significantly since initial recognition when
contractual payments are more than 30 days past due, unless the Company has reasonable and
supportable information, that is available without undue cost or effort, that demonstrates
otherwise.
Despite the above assessment, the Group and the Company assume that the credit risk on a
financial instrument has not increased significantly since initial recognition if the financial
instrument is determined to have low credit risk at the reporting date. Accordingly, for these
financial assets, the loss allowance is measured at an amount equal to 12m ECL. The low credit
risk ass umption has been appli ed for the maj ority of the bank balances.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
24
2 Material accounting policies (continued)
Definition of default
The Group and the Company consider the following as constituting an event of default for internal
credit risk management purposes as historical experience indicates that receivables that meet
either of the following criteria are generally not recoverable:
- when there is a breach of financial covenants by the counterparty; or
- information developed internally or obtained from external sources indicates that the debtor is
unlikely to pay its creditors, including the Company, in full (without taking into account any
collateral held by the Company).
Irrespective of the above analysis, the Group and the Company consider that default has occurred
when a financial asset is more than 90 days past due unless there is reasonable and supportable
information to demonstrate that a more lagging default criterion is more appropriate.
Credit-impaired financial assets
A financial asset is credit-impaired when one or more events that have a detrimental impact on the
estimated future cash flows of that financial asset have occurred.
Evidence that a financial asset is credit-impaired includes observable data about the following
ev ents:
a) significant financial difficulty of the issuer or the borrower;
b) a breach of contract, such as a default or past due event;
c) the lender(s) of the borrower, for economic or contractual reasons relating to the borrower’s
financial difficulty, having granted to the borrower a concession(s) that the lender(s) would not
otherwise consider;
d) it is becoming probable that the borrower will enter bankruptcy or other financial reorganisation;
or
e) the disappearance of an active market for that financial asset because of financial difficulties.
Write-off policy
The Group and Company writes off a financial asset when there is information indicating that the
counterparty is in severe financial difficulty and there is no realistic prospect of recovery, for
example when the counterparty has been placed under liquidation or has entered into bankruptcy
proceedings.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
25
2 Material accounting policies (continued)
Revenue recognition
The Group recognises revenue from the following major sources:
- cargo handling
- storage of containers
Revenue is measured based on the consideration specified in a contract with a customer and
excludes amounts collected on behalf of third parties. The Group recognises revenue when (or
as) it satisfies a performance obligation by transferring control of a promised good or service to
the customer.
Cargo handling
This constitutes income from cargo handling, including loading, unloading and transportation of
cargo and similar services, such as mooring, provided at the terminal to the Group’s customers,
being mainly ship liners. The fees which are charged to customers for the services provided by
the Group are based on a number of underlying metrics, such as the weight of containers, which
are monitored by the Group through a detailed coding system and which become known by the
time the services are provided. The customers are generally billed after the provision of such
services and thus no contract liabilities are recognised by the Group in this respect. Such
services are recognised over time as the services are provided and given the short duration of
such services, no significant contract assets are recognised by the Group at the reporting date. A
receivable is recognised by the Group until the actual payment is made by the respective
customers. There is not considered to be a significant financing component in such
arrangements with customers as the period between the recognition of revenue and the payment
by the customer is less than one year.
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
y ear.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
26
2 Material accounting policies (continued)
Revenue recognition (continued)
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 separate ly in the sta tement of comprehensive inco m e.
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 e xpense in prof it 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 ove r the useful lives o f the relate d asset.
Leases
The company as a lessee:
The Company recognises a right-of-use asset and a corresponding lease liability with respect to
all lease arrangements in which it is the lessee, u nless otherwise stated below.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
27
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
2
Material accounting policies (continued)
Leases (continued)
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 subtrac ting 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 Company applies the
accounting policy entitled ‘Impairment of other assets’ to determine and to measure the extent of any
impairment losses on the right-of-use assets.
In the statement of profit or loss and other comprehensive income, interest expense on the lease liability is
presented separately from the depreciation charge for the right-of-use asset. In the statement of cash
flows, cash payments for the principal portion of the lease liability are presented within financing activities
and cash pay ments f or the interest portion of the l ease liability are presented within ope r ating activities.
The company as a lessor:
Leases for which the Company 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 company’s accounting policy on impairment. Depreciable leased assets are
depreciated in accordance with the company’s accounting policy on depreciation. Rental income from
operating leases is recognised on a straight-line basis over the term of the relevant lease unless another
systematic basis is more representative of the pattern in which benefit from the use of the underlying asset
is diminished. Initial direct costs incurred in obtaining an operating lease are added to the carrying amount
of the leased asset.
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 disclosed 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 tax es in f ree ports and spec ial 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
2 Material accounting policies (continued)
Currency translation
The individual financial statements of each group entity are presented in their functional
currency, being the currency of the primary economic environment in which the entity operates
(its functional currency). For the purposes of the group financial statem ents, 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 the company's cash management are
included as a component of cash and cash equivalents for the purpose of the statement of cash
flows and are presented in current liabilities on the statement of financial position.
Dividends
Dividends to holders of equity instruments are recognised as liabilities in the period in which
they are declared. Dividends to holders of equity instruments are recognised directly to equity.
3
Judgements in applying accounting policies and key sources of estimation uncertainty
In the process of applying the group’s and company’s accounting policies, management has
made no judgements which can significantly affect the amounts recognised in the financial
statements and, at the end of the reporting period, there were no key assumptions concerning
the future, or any other key sources of estimation uncertainty, that have a significant risk of
causing a material adjustment to the carrying amounts of assets and liabilities within the next
financial y ear other than as disclosed in notes 15, 17 and also as disclosed below:
Assessment for impairment of assets
The group reviews property, plant and equipment, intangible assets, investments, loans
receivable, trade receivables, to evaluate whether events or changes in circumstances indicate
that the carrying amounts may not be recoverable. The company reviews investment in
subsidiaries, loans receivable, trade receivables and other investments for impairment. At the
period-end there was no objective evidence of impairment in this respect.
Furthermore, financial assets measured at amortised cost are tested in terms of the ECL
model.
In addition, the group tests goodwill annually for impairment or more frequently if there are
indications that goodwill might be impaired. Determining whether the carrying amount of
goodwill can be realised requires an estimation of the recoverable amount of the cash
generating units.
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
29
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
3
Judgements in applying accounting policies and key sources of estimation uncertainty
(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 2.5% for next five years and 2% till perpetuity, in line with the prior year
assessment; and
•
use of 8.01% (pre-tax) (2022: 10.82%) to discount the projected cash flows to net present
values.
Based on the above assessment, the directors expect the carrying amount of goodwill to be
recoverable and there is no impairment in value of the goodwill.
Useful life and revaluation of property, plant and equipment
Useful lives of property, plant and equipment are assessed at each balance sheet date and
changed, if necessary, to reflect the directors' current view on their remaining useful lives in the light
of changes in technology, the remaining prospective economic utilisation of the assets and their
physical condition.
In 2023, Baltic Container Terminals (BCT) revised the useful lives of certain buildings from 25 to 55,
and from 10 to 30 years based on the reassessment of their technical structure and future potential.
As a result, depreciation charge i s € 190,289 less.
30
4
Initial application of International Financial Reporting Standard and International Financial Reporting
Standards in issue but not yet effective
Initial application of International Financial Reporting Standards
During the financial year ended 31 December 2023, the Group and the Company adopted new standards,
amendments and interpretations to existing standards that are mandatory for the Group’s and the
Company’s accounting period beginning on 1 January 2023.
Amendments to IAS 1 - Presentation of Financial Statements, IFRS Practice statement 2: Disclosure of
Accounting Policies (effective for financial years on or after 1 January 2023). The amendments are intended
to help preparers in deciding which accounting policies to disclose in their financial statements. Material
accounting policy information is now required to be disclosed instead of significant accounting policies. The
amendments explain how an entity can identify material accounting policy information and give examples of
when accounting policy information is likely to be material. Accounting policy information may be material
due to its nature and is material if users of an entity's financial statements would need it to understand other
material information in financial statements. In addition, IFRS Practice Statement 2 has been amended by
adding guidance and examples and demonstrate the application of the 'four-step materiality process' to
accounting policy information in order to support the amendments to IAS 1.
With effect from these financial statements for the year ended 31 December 2023, the Group consequently
limited its disclosure of accounting policies to that information that is material.
Except for the amendments to IAS 1 and IFRS Practice Statement 2, the adoption of these revisions to the
requirements of IFRSs as adopted by the EU did not result in substantial changes to the Group's and
Company's accounting policies impacting the Group and Company's financial performance and position,
including disclosures. These standards include the following:
- Amendments to IAS 12 Income Taxes—Deferred Tax related to Assets and Liabilities arising from a Single
Transaction
- IFRS 17 Insurance Contracts and its amendment
- Amendments to IAS 12 - International Tax Reform - Pillar Two Model Rules
- Amendments to IAS 8 - Definition of Accounting Estimates
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 period beginning after 1 January 2023. The Group and Company have not early
adopted these revisions to the requirements of IFRSs as adopted by EU and the Company's Directors are of
the opinion that there are no requirements that will have possible significant impact on the Group and
Company's financial statements in the period of initial application, except for the amendments to IFRS 16
Leases—Leases for Lease Liability in a Sale and Leaseback in which the Group is currently assessing the
potential impact to the consolidated financial statements.
Mariner Finance p.l.c
31 December 2023
Notes to the financial statements
31
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
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. T he group's reportable segments under IFRS 8 are direct sales
attributable to each business activity.
The group operates solely in Latvia.
The group has in total two customers whose respective revenue generation exceeds 10% of the
Group's total revenue. These two customers represent 24% and 31% (2022 - 26% and 23%) of the
cargo handling business.
Measurement of operating segment profit or loss, assets and liabilities
Segment profit represents the profit earned by each segment after allocation of central
administration costs and finance costs, other than that related to the bonds issued by the holding
company, based on services and finance provided. This is the measure reported to the chief
operating decision maker for the purposes of resource allocation and assessment of segment
performance.
The accounting policies of the reportable segments are the same as the group's accounting policies
described in note 2.
Reconciliations of reportable segment revenues, profit or loss, assets and liabilities to consolidated
totals are reported below:
Profit before tax 2023 2022
€ €
Total profit for reportable segments 8,324,301 8,435,137
Unallocated amounts:
Bond interest expense (2,783,731) (1,895,711)
Other unallocated amounts 689,491 (508,493)
6,230,061 6,030,933
Assets 2023 2022
€ €
Total assets for reportable segments 74,820,709 72,286,368
Unallocated amounts:
Goodwill 13,184,904 13,184,904
Trade and other receivables 812,433 19,252,417
Loans and receivables 40,739,437 23,119,577
Cash and cash equivalents 71,413 470,706
129,628,896 128,313,972
32
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
5
Segment information (continued)
Liabilities 2023 2022
€ €
Total liabilities for reportable segments
12,865,605 10,663,370
Unallocated amounts
Debt Securities in issue 53,965,108 53,875,714
Trade and other payables 694,627 1,459,527
67,525,340 65,998,611
The group's revenue and results from continuing operations from external customers and information
about its asset and liabilities by reportable segments are detailed below:
Cargo
handling and
storage of
containers
Property
rental
Unallocated Total
Continuing operations
2023 2023 2023 2023
€ € € €
Revenue 19,800,017 - - 19,800,017
Other operating income 326,699 454,813 - 781,512
Operating income 20,126,716 454,813 - 20,581,529
Investment income 278,979 3,000 742,218 1,024,197
Finance cost 394,088 - 2,786,748 3,180,836
Earnings before interest, tax,
depreciation and amortisation
10,550,482 266,274 (277,531) 10,539,225
Profit/(loss) before tax 8,066,842 257,459 (2,094,240) 6,230,061
Depreciation and amortisation 2,145,871 6,654 - 2,152,525
Total assets 70,223,710 4,596,997 54,808,187 129,628,894
Total non-financial non current
assets
56,047,498 4,493,628 13,184,903 73,726,029
Capital expenditure 3,818,191 - - 3,818,191
Total liabilities 12,843,055 22,552 54,659,733 67,525,340
Income tax expense 612,473 50 29,345 641,868
33
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
5
Segment information (continued)
Cargo
handling
and storage
of
containers
Property
rental
Unallocated
Total
2022
2022 2022 2022
€ € € €
Continuing operations
Revenue 19,465,743 - - 19,465,743
Other operating income 476,136 431,181 20,369 927,686
Operating income 19,941,879 431,181 20,369 20,393,429
Investment income / (loss) 271,664 23,000 - 294,664
Interest expense 348,973 - 2,155,454 2,504,427
Earnings before interest, tax, depreciation and
amortisation
10,460,295 228,850 (248,750) 10,440,395
Profit/(loss) before tax 8,184,332 250,805 (2,404,204) 6,030,933
Depreciation and amortisation 2,198,654 1,045 - 2,199,699
Total assets 67,502,358 4,784,010 56,027,604 128,313,972
Total non-financial non current assets 54,375,888 4,497,281 13,184,904 72,058,073
Capital expenditure 1,011,415 - - 1,011,415
Total liabilities 10,638,455 24,917 55,335,239 65,998,611
Income tax expense 318,440 50 11,905 330,395
6
Revenue
Revenue represents the amount receivable for services rendered during the year, net of any indirect taxes, as follows:
Group
Holding company
2023 2022 2023 2022
€ € € €
Cargo handling 17,276,813 16,464,130 - -
Storage of containers 2,523,204 3,001,613 - -
19,800,017 19,465,743 - -
All this revenue is recognised over time. Contracts with customers for cargo handling and storage of containers
generally have an original expected duration of one year or less and are recognised in terms of the Group’s accounting
policies for revenues.
7
Other operating income
Group
Holding company
2023 2022 2023 2022
€ € € €
Rental and related income 724,324 705,908 450,510 419,022
Income from sale of fixed assets 1,001 - - -
Income from exchange fluctuation - 84,102 - 20,369
Other operating income 56,187 137,676 4,303 12,159
781,512 927,686 454,813 451,550
34
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
8
Investment income
Group
Holding company
2023 2022 2023 2022
€ € € €
Interest income on related party loans 1,020,360 271,664 2,988,452 2,054,342
Total interest income on financial assets
not classified at fair value through profit
and loss
1,020,360 271,664 2,988,452 2,054,342
Dividend from subsidiary - - 8,613,940 3,684,000
Gain on revaluation of investment
property
3,000 23,000 3,000 23,000
Income from other investments
837 - 24 -
1,024,197 294,664 11,605,416 5,761,342
9
Finance costs
Group
Holding company
2023 2022 2023 2022
€ € € €
Interest on bank loans and overdraft 122,924 169,838 - -
Interest on lease liabilities 246,307 179,135 - -
Interest on debt securities in issue 2,783,731 1,895,711 2,783,731 1,895,711
Loss from exchange fluctuations 27,874 - 3,017 -
Bond exchange premium - 259,743 - 259,743
3,180,836 2,504,427 2,786,748 2,155,454
35
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
10
Profit before tax
Group
Holding company
2023 2022 2023 2022
€ € € €
This is stated after charging
Depreciation of property, plant and
equipment
1,786,466 1,830,969 6,653 1,045
Depreciation of right-of-use assets 326,712 326,711 - -
Amortisation 39,347 42,019 - -
Utilities, maintenance, transport and
other operating costs
1,791,967 1,761,775 - -
Professional and legal fees 1,307,745
1,217,387
131,854
117,095
Fuel, lubricants, spare parts and other
materials
1,256,185 1,343,599 - -
6,508,422 6,522,460 138,507 118,140
The amount that is payable to the auditor is as follows:
Group
Holding company
2023 2022 2023 2022
€ € € €
Total remuneration payable to the parent
company's auditors for the audit of the
financial statements
21,800 21,000 3,000 3,000
Total fees payable to other auditors 35,500 39,700 - -
6,500
8,500
6,500
8,500
Total fees payable for other assurance
services
Total fees payable to the parent
company's auditors for non-audit services
other than other assurance services
- tax compliance 1,610 1,610 1,610 1,610
- other assurance and tax advisory - - - -
65,410 70,810 11,110 13,110
36
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
11
Key management personnel compensation
Group
Holding company
2023 2022 2023 2022
€ € € €
Directors' compensation
Short-term benefits:
Fees 10,000 15,000 10,000 15,000
Other key management personnel:
Short-term benefits:
Management remuneration 605,410 540,238 - -
615,410 555,238 10,000 15,000
12
Staff costs and employee information
Group
Holding company
2023 2022 2023 2022
€ € € €
Staff costs:
Wages and salaries 3,738,983 3,403,345 - -
Social security costs 851,411 785,192 - -
4,590,394 4,188,537 - -
The average number of persons employed during the year, including executive directors, was made
up as follows:
Group
Holding company
2023 2022 2023 2022
Operations 160 167 - -
Administration 13 13 - -
173 180 - -
37
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
13
Income tax expense
Group
Holding company
2023 2022 2023 2022
€ € € €
Current tax expense 563,037 299,225 29,345 11,905
Deferred tax expense (note 26) 78,831 31,170 - -
641,868 330,395 29,345 11,905
Tax applying the statutory domestic income tax rate and the income tax expense for the year are
reconciled as follows:
Group
Holding company
2023 2022 2023 2022
€ € € €
Profit before tax 6,230,061 6,030,933 8,839,011 3,592,092
Tax at the applicable 2,180,521 2,110,827 3,093,654 1,257,232
rate of 35%
Tax effect of:
Disallowed expenditure 848,046 938,361 126,349 216,739
Income subject to lower tax rates (42,357) (43,666) (42,357) (43,666)
Dividend income participation exemption - - (3,014,879) (1,289,349)
(2,210,920) (1,692,450) - -
Income not subject to tax (133,422) (982,677) (133,422) (129,051)
Income tax expense for the year 641,868 330,395 29,345 11,905
Different tax rates of subsidiaries
operating in other jurisdictions
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.
38
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
14
Dividend
A dividend of € 5,800,000 was declared by the Company and Group for the year ended 31 December 2023 (2022: Nil), being a
dividend per share of € 116 (2022: Nil).
15
Property, plant and equipment
Group
Land and
buildings
Plant and
equipment
Furniture
fittings and
equipment
Fixed assets
under
construction
Total
€ € € € €
Cost or valuation
At 01.01.2022 48,140,349 16,483,963 1,476,762 295,461 66,396,535
Additions 21,080 1,200 162,625 826,510 1,011,415
Disposals - (148,926) (185,062) (86,608) (420,596)
Revaluation 5,736,694 - - - 5,736,694
Reclassification 54,141 261,979 2,567 (318,687) -
At 01.01.2023 53,952,264 16,598,216 1,456,892 716,676 72,724,048
Additions 8,353 30,861 69,043 3,707,981 3,816,238
Disposals - (26,971) (62,233) (710) (89,914)
Reclassification 1,034,273 88,610 80,300 (1,203,183) -
At 31.12.2023 54,994,890 16,690,716 1,544,002 3,220,764 76,450,372
Accumulated depreciation
At 01.01.2022 10,020,123 11,725,245 1,081,670 - 22,827,038
Provision for the year 1,182,317 519,961 128,691 - 1,830,969
Eliminated on disposal - (148,926) (156,221) - (305,147)
Revaluation 2,051,291 - - - 2,051,291
At 01.01.2023 13,253,731 12,096,280 1,054,140 - 26,404,151
Provision for the year 1,131,852 541,153 113,461 - 1,786,466
Eliminated on disposal - (26,971) (62,233) - (89,204)
At 31.12.2023 14,385,583 12,610,462 1,105,368 - 28,101,413
Carrying amount
At 31.12.2022 40,698,533 4,501,936 402,752 716,676 46,319,897
At 31.12.2023 40,609,307 4,080,254 438,634 3,220,764 48,348,959
The group applies the revaluation model for the real estate, which includes warehouse complex, administration buildings, open
areas for cargo storage, access roads to railway and warehouse building. The latest valuation report was made by independent
certified expert dated 13 February 2023. The valuation cash flows include revenue from storage and related on-shore handling
fees, taking into consideration the location of the property in the port area and access to the other assets owned by the group.
According to the latest valuation report the fair value of the property is € 40,063,000 which exceeds the net carrying value of
the real estate of EUR 36,377,597 as at 31 December 2022. As a result of revaluation, the fair value of the revalued property
increased by EUR 3,685,403. To this effect, in 2022, the Group has chosen to restate gross carrying amount and accumulated
depreciation of the asset proportionally to the change in carrying amount.
Based on the analysis done by the management of the Group at the end of the reporting period, the directors are of the opinion
that the fair value of the property has not altered significantly since the date of the valuation, and hence this remains to be an
appropriate estimate of the fair value as at 31 December 2023. No significant adjustments to the carrying amounts of the
property w ere deemed to be necessary as of 31 Decem ber 202 3.
The fair value was determined based on income approach. The valuation corresponds to Level 3 of fair value determination
hierarchy as per IFRS 13. The main Level 3 inputs used by the group are discount rates, capitalisation rates, and expected
utilisation rate estimated by an external certified valuator based on comparable transactions and industry data.
39
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
15
Property, plant and equipment (continued)
Group (continued)
The following table summarises the key quantitative information about the significant
unobse r vable inpu ts used in recurring L evel 3 fair value measure ments as o f 13 February 2023.
Unobservable inputs
Amount
Relationship of unobservable inputs to fair
value
Discount rate 13.21%
The higher the discount rate and capitalisation
Capitalisation rate 12.21%
rate, the lower the fair value
Expected utilisation rate
72.32 - 75%
The higher the utilisation rate, the higher the fair
value
The carrying amount of land and buildings that would have been included in the financial
statements had these assets been carried at cost less accumulated depreciation and
accumulate d impairment lo sses is € 25,296,6 15 (2022: € 2 4,389,795).
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 capitalised by the Group in 2023 amounted to € 24,380 (2022:
€ nil).
Holding company
Furniture,
fittings and
equipment
€
Cost or valuation
At 01.01.2022 2,496
Additions 30,969
At 01.01.2023 33,465
Additions -
At 31.12.2023 33,465
Accumulated
depreciation
At 01.01.2022 1,139
Provision for the year 1,045
At 01.01.2023 2,184
Provision for the year 6,653
At 31.12.2023 8,837
Carrying amount
At 31.12.2022 31,281
At 31.12.2023 24,628
40
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
16
Intangible assets
Group
Computer
Software
€
Cost
At 01.01.2022 967,712
Additions -
At 01.01.2023
967,712
Additions 1,953
At 31.12.2023 969,665
Accumulated Depreciation
At 01.01.2022 449,760
Provision for the year 42,019
At 01.01.2023 491,779
Provision for the year 39,347
At 31.12.2023 531,126
Carrying amount
At 31.12.2022 475,933
At 31.12.2023 438,539
Computer software pertains to the terminal operating software used to control and manage the operations
throughout the terminal.
The amortisation expenses on intangible assets has been included in the line item “Administrative expenses”
in the statement of profit or loss and other comprehensive income.
Included within the Group's software is an item with a carrying amount of € 438,539 (2022: € 475,933) and
will be fully amortised in 12 years.
41
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
17
Investment property
Group and Holding Company
Group and Holding
Company
€
Fair value
At 01.01.2022 4,443,000
Fair value movement 23,000
At 01.01.2023 4,466,000
Fair value movement 3,000
At 31.12.2023 4,469,000
Carrying amount
At 31.12.2022 4,466,000
At 31.12.2023 4,469,000
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 (2022 - Level 3) inputs as defined in IFRS.
The expenses incurred in operating the investment property amounted to € 127,822 (2022 - € 121,506).
Investment property carried at € 4,384,000
The investment property represents a building in Riga, Latvia. The fair value has been determined based on
an independent certified expert's valuation dated 25 January 2023. The valuer used two different methods
of valuing the property, the market approach whereby the valuer compared the selling price of similar
properties in the same location where the property is located and the income approach whereby the valuer
estimated potential net income from rent using occupancy rates and market and historical trends. The fair
value has been determined assuming utilisation rates from 71% to 90% (2022 - 71% to 90%), discount rates
of 17.24%, 10.74%, 9.34% and 8.84% for years 1 to 4 (2022 - 17.24%, 10.74%, 9.34% and 8.84%) for the
forecasted period, projected annual growth rate of 2.5% (2022 - 2.5%) and a capitalisation rate of 6.34%
(2022 - 6.34%). The higher the discounting and capitalisation rate, the lower the fair value. The higher the
utilisation and growth rate, the higher the fair value.
The Group's management evaluated whether there have been significant changes in the fair value of
investment property since January 2023 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.
42
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
17
Investment property (continued)
Operating leases - as Lessor
Operating leases related to investment property owned by the company with lease terms of between 2-15 years. The
rental income earned by the group under operating leases amounted to € 450,510 (2022 - € 419,022). Direct operating
expenses incurred by the group are € 127,822 (2022 - € 121,506) in relation to the investment property during the year. In
2023, the income relating to variable lease payments to the company that do not depend on an index or a rate amounted
to € 306,402 (2022 - € 277,403). 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 w ill change.
At the end of the reporting period, the respective lessees had outstanding commitments under non-cancellable
undiscounted lease payments for operating leases, which fall due as follows:
Group and Holding Company
2023 2022
€ €
Within less than 1 year
177,732
226,890
Between 2 and 3 years
113,245
-
290,977
226,890
18
Right-Of-Use assets
Container
Crane
Land Piers Total
€ € € €
Cost
At 01.01.2022 1,513,114 1,118,441 5,838,974 8,470,529
At 31.12.2022 1,513,114 1,118,441 5,838,974 8,470,529
At 31.12.2023 1,513,114 1,118,441 5,838,974 8,470,529
Accumulated depreciation
At 01.01.2022 160,686 118,773 253,020 532,479
Provision for the year 53,562 39,591 233,558 326,711
At 31.12.2022 214,248 158,364 486,578 859,190
Provision for the year 53,562 39,592 233,558 326,712
At 31.12.2023 267,810 197,956 720,136 1,185,902
Carrying amount
At 31.12.2022 1,298,866 960,077 5,352,396 7,611,339
At 31.12.2023 1,245,304 920,485 5,118,838 7,284,627
The Group leases land and piers with an average lease term of 28 years. The Group also leases a container crane with an
average lease term of 25 years. The maturity analyses of lease liabilities is presented in Note 33.
43
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
18 Right-Of-Use assets (continued) 2023 2022
€ €
Amounts recognised in profit and loss:
Depreciation expense on right-of-use assets 326,711 326,711
Interest expense on lease liabilities 246,307 179,135
573,018 505,846
Total cash outflow for leases amounted to € 912,588 (2022: € 878,832).
19
Financial assets
Investments in subsidiaries
Holding company
These are stated at cost and comprise:
Investment
in subsidiaries
€
Carrying amount
At 31.12.2022 26,898,805
At 31.12.2023 26,898,805
The company's proportion of ownership interest in subsidiaries at 31 December 2023 and their principal
activities are as follows:
Proportion of
ownership Principal
interest activities
%
Mariner Finance Baltic SIA
100 (2022 - 100%) Holding company
Baltic Container Terminals SIA
100 (2022 - 100%) Maritime operations
(indirectly through Mariner Finance Baltic SIA)
The registered offices of the following subsidiaries are:
Mariner Finance Baltic SIA - 1, Merkela Street, Riga, LV-1050, Latvia.
Baltic Container Terminals SIA - 32, Uriekstes iela, Riga, LV-1005, Latvia
2023 2022
€ €
Capital and reserves:
Mariner Finance Baltic SIA 35,710,637 35,713,647
Baltic Container Terminals SIA 53,995,625 57,135,258
Profit or loss:
Mariner Finance Baltic SIA 8,610,930 3,683,859
Baltic Container Terminals SIA 7,533,199 11,582,465
44
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
19
Financial assets (continued)
Loans receivable
Group
Holding Company
Loan to
parent
Related
party loans
Other loans
Total
Loan to
parent
Loan
to
subsidiaries
Total
€ € € € € € €
Amortised cost
At 31.12.2022 30,101,921 2,164,858 5,388 32,272,167 23,119,577 33,770,457 56,890,034
Less: Amount
expected to be
settled within 12
months (shown
under current assets) 422,245 - - 422,245 - - -
Amount expected
to be settled
after 12 months 29,679,676 2,164,858 5,388 31,849,922 23,119,577 33,770,457 56,890,034
Amortised cost
At 31.12.2023 47,932,925 2,231,881 5,100 50,169,906 40,739,437 37,454,257 78,193,694
Less: Amount
expected to be
settled within 12
months (shown
under current assets) 14,436,440 - - 14,436,440 14,000,000 3,683,800 17,683,800
Amount expected
to be settled
after 12 months 33,496,485 2,231,881 5,100 35,733,466 26,739,437 33,770,457 60,509,894
Group
Holding company
Loan to
parent
Related
party loans
Other loans
Total
Loan
to
parent
Loan
to
subsidiaries
Total
€ € € € € € €
Amortised cost
At 01.01.2022
26,283,659 2,097,925 2,181 28,383,765 19,506,045 33,770,457 53,276,502
Advances and interest
charged
5,980,073 66,933 3,207 6,050,213 2,091,343 - 2,091,343
Dividend
- - - - - 3,684,000 3,684,000
Repayments
(2,161,811) - - (2,161,811) (2,161,811) (3,684,000) (5,845,811)
Reclassification
- - - - 3,684,000 - 3,684,000
At 31.12.2022
30,101,921 2,164,858 5,388 32,272,167 23,119,577 33,770,457 56,890,034
Advances and interest
charged
17,831,004 67,023 - 17,898,027 17,619,860 3,683,800 21,303,660
Dividend
- - - - - 8,613,940 8,613,940
Repayments
- - (288) (288) - (8,613,940) (8,613,940)
At 31.12.2023
47,932,925 2,231,881 5,100 50,169,906 40,739,437 37,454,257 78,193,694
All the above loans are denominated in Euro (€).
45
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
19
Financial assets (continued)
Loan to subsidiaries and related party
Holding company:
The loan due by subsidiary of € 33,770,000 (2022 – € 33,770,000) bears interest at the rate of 5.7%
(2022: 6%) and is repayable in December 2032. The loan due by subsidiary of € 3,683,800 (2022 - nil)
bears interest at the rate of 5.5% and is repayable by June 2024. The remaining amounts owed by
subsidiaries as at December 2023 are € 457 (December 2022 – € 457), bear no interest and are
repayable on demand. As at 31 December 2023, the Company was owed accrued interest amounting to
€ 569,585 from its subsidiaries, as disclosed in Note 21.
Group:
As of 31 December 2023, the Group had two outstanding loan agreements with Mariner Logistics SIA for
the nominal amount of € 1,648,150 (2022: € 1,648,150) and € 240,436 (2022: € 240,436). The interest
rate for the loan is 3.5% per annum. The loan is unsecured. Calculated interest for the reporting year is €
67,021 (2022: € 66,936). The repayment date of the loans is on 27 February 2034 and 1 March 2025
respectively.
Loan to parent
Holding company:
The loan due by the parent company of € 14,000,000 (2022 - nil) bears interest at the rate of 5.5% and is
repayable in June 2024. As of 31 December 2023, the company had an outstanding amount due from
the parent company of € 26,739,437 (2022: € 23,119,577). The amount owed is interest free and
repayable on demand, however it is not expected to be repaid within twelve months after the end of the
reporting period. As at 31 December 2023, the Company was owed accrued interest amounting to €
742,194 from its parent, as disclosed in Note 21.
Group:
As of 31 December 2023, the Group additionally had several outstanding loan agreements with Mariner
Capital Limited for the nominal amounts of € 1,700,000, € 2,250,000 and € 1,600,000 respectively. The
loans issued fall due for repayment by 31 December 2025, 19 June 2027 and 31 July 2026, respectively.
Further, a loan amounting to € 400,000 was repaid on 28 February 2024. All loans are unsecured. All
loans carry an interest rate of 3.5% per annum. During the reporting year the calculated interest for these
loans was € 211,145 (2022: € 204,728). As at 31 December 2023, the Group was owed accrued interest
amounting to € 742,194 from its parent, as disclosed in Note 21.
20 Inventories
Group
Holding company
2023 2022 2023 2022
€ € € €
Spare parts 180,336 215,539 - -
Raw materials 58,008 71,299 - -
Fuel 17,005 24,278 - -
Other 23,914 24,796 - -
Advance payments for inventory 6,013 3,794 - -
285,276 339,706 - -
The amount of inventories recognised as an expense during the year amounted to € 1,256,185 (2022:
€1,343,599). During the current year, the Group recognised a reversal on provision of slow moving
inventory amounting to € 38,639 (2022: provision of € 80,456), presented in the statement of profit or
loss and other comprehensive income.
46
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
21
Trade and other receivables
Group
Holding company
2023 2022 2023 2022
€ € € €
Trade receivables 4,102,523 3,476,390 6,418 8,274
Other receivables 82,669 19,268,013 30,335 19,236,320
Accrued income 742,194 - 1,311,779 517,807
Prepayments 129,271 69,692 39,904 16,098
5,056,657 22,814,095 1,388,436 19,778,499
Trade and other receivables are unsecured, interest free and repayable on demand.
The accrued income of the Group represents the interest accrued from Mariner Capital Limited as at year-end on the
loans and receivables described in note 19. The accured income of the Company represents the interest accrued from its
subsidiaries and parent on the loans and receiv ables describe in note 19.
As at 31 December 2022, other receivables included the amount of €19,202,306 which pertain to funds raised from the
bond issue which were yet to be deposited by the manager of the bond into the company's bank account. The funds were
transferred to the company's bank account in January 2023. Details on debt securities in issue are disclosed in note 27.
22
Trade and other payables
Group
Holding company
2023 2022 2023 2022
€ € € €
Trade payables 777,479 477,354 10,257 78,689
Other payables 437,006 427,653 7,603 8,631
Accrued interest 600,919 1,003,493 600,919 1,003,493
Other accruals 784,643 628,405 64,759 113,617
Bond exchange premium 75 259,743 75 259,743
2,600,122 2,796,648 683,613 1,464,173
Current 2,289,232 2,796,648 683,613 1,464,173
Non-Current 310,890 - - -
No interest is charged on trade and other payables and are generally settled between 30 and 90 days terms.
A premium of €1.50 per existing bond surrendered was paid by the company in the current year to the existing bond
holders who took up option to exchange existing bonds for the new bonds. Further details on the bond issue have been
included in Note 27
23
Bank loans and overdraft
Group
Holding company
2023 2022 2023 2022
€ € € €
Bank loans 1,457,902 42,016 - -
Bank overdrafts 2,974,005 3,332,505 - -
Less: amount due for settlement within 12 months
(shown under current liabilities)
(3,135,377) (3,374,521) - -
Amount due for settlement after 12 months 1,296,530 - - -
The bank loans and overdrafts are repayable as follows:
Group
Holding company
2023 2022 2023 2022
€ € € €
On demand or within one year 3,135,378 3,374,521 - -
In the second year 179,006 - - -
In the third year 1,117,523 - - -
4,431,907 3,374,521 - -
47
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
23
Bank loans and overdraft (continued)
A loan in the amount of € 42,016 as of 31 December 2022 with average interest rate of 4% was repaid in the current
year. Furthermore, during the reporting year, the Group signed a new loan agreement with a Latvian commercial bank
in order to finance the re-building of pier KS 34. The total loan amount according to this agreement is € 2,750,000. As
at 31 December 2023 the Group has utilised € 1,472,935 of the amount. The average interest rate for this loan in 2023
was 6% (2022: nil). The maturity of the loan is 15 May 2026.
The Group has a further agreement with a Latvian commerical bank and has available a credit line with limit €
12,000,000. The maturity date of the credit line is 31 August 2024. The average interest rate for overdraft and credit
line in 2023 was 4% (2022: 4%).
The borrowings from credit institutions are secured by the following agreements: mortgage collaterals and commercial
pledge agreement which in total amount to € 15,600,000, and which includes all movable property owned by the group
as of date of signing of the pledge agreement and in the future, cession agreement on receivables.
At the end of the reporting year the Group has fulfilled all loan covenants set in the contracts with credit institutions.
All bank loans and facilities pertaining to the Group are denominated in Euro (€).
24
Other liabilities
Group
Holding company
2023 2022 2023 2022
€ € € €
Other loans 60,236 64,592 3,794 8,150
Deferred income 1,037,941 - - -
1,098,177 64,592 3,794 8,150
Amount due for settlement after 12 months 1,098,177 64,592 3,794 8,150
Deferred income refers to an EU grant which was received by a subsidiary of the Group. During the year, the subsidiary
started the reconstruction and extension of the berth KS 34 by 57.3 meters in Latvia. The total available grant for the
construction works amounts to € 2,092,192. During the reporting year, the total amount of € 1,046,098 was received,
out of which € 8,157 has been released to the profit and loss.
25
Lease Liabilities
Lease liabilities consist of land lease and quay amounting to € 2,372,847, and equipment amounting to € 2,564,921.
The Group has a land lease and piers agreement with the Riga Freeport Authority which is valid until 22 March 2047.
The annual rent charge is € 92,272 (2022: € 92,272) and € 70,792 (2022: € 70,792) for land lease and piers,
respectively.
Lease interest for equipment consists of a fixed portion 1.75% and a variable element of 3 month EURIBOR.As of 31
December 2022 the maturity of the equipment lease was 15 November 2023. In 2023, the agreement was revised and
loan maturity was extended to 15 April 2026. T he lea sed asse t with net book value of € 5,118,83 4 as of 31 December
2023 (2022: € 5,352,393) serves as a collateral for the lease.
Group
2023 2022
€ €
Within 1 year 650,605 3,231,200
After 1 year 4,287,163 2,372,849
4,937,768 5,604,049
48
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
26
Deferred taxation
Group
Opening
balance
Other
comprehensive
income
Recognised in
profit or loss
Closing
balance
€ € € €
2023
Arising on:
Unremitted earnings earmarked for future
distribution
271,170 - 78,830 350,000
271,170 - 78,830 350,000
2022
Arising on:
Unremitted earnings earmarked for future
distribution
240,000 - 31,170 271,170
240,000 - 31,170 271,170
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 2023, the Group had unused tax credits in Baltic Container Terminal SIA of € 2,100,329 (2022
– € 4,421,514). 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 € 19,590,277 (2022 - € 23,487,615).
49
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
27
Debt securities in issue
Group and Holding company
2023 2022
€ €
Non-current
5.3% bonds redeemable 2024 - 17,615,903
5% bonds redeemable 2032 36,312,778 36,259,811
36,312,778 53,875,714
Current
5.3% bonds redeemable 2024 17,652,330 -
The bonds which are measured at amortised cost, are analysed below between their face value and the
amount of una mortised issue costs.
Face value of bonds 54,613,600 54,613,600
Issue costs 1,328,321 1,328,321
Accumulated amortisation (679,829) (590,435)
Unamortised issue costs 648,492 737,886
Amortised cost 53,965,108 53,875,714
In June 2014, the company issued an aggregate principal amount of € 35 million in Bonds, having
nominal value of € 100 each, bearing interest at the rate of 5.3% per annum, payable in arrears. These
bonds are unsecured pursuant and subject to terms and conditions in the prospectus dated 2 June
2014, are redeemable at their nominal value in July 2024. € 17,316,200 out of this amount were
exchanged to the new 5% bond issued in December 2022. A premium of €1.50 per existing bond
surrendered was paid by the company to the existing bond holders who took up option to exchange
existing bo nds for the new bond s.
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 pay able annu ally in arrea rs on the 16th Dece mber of each y ear. The 2023 Bo nd was admitted to
listing on the Official List of the Malta stock Exchange on 3 Janua ry 2 023.
The quoted market price as at 31 December 2023 for the 2024 5.3% Bonds was € 99.98 (2022: €
101.5)
The quo ted market price as at 31 Dece mber 2023 for the 2032 5% Bon ds w as € 100.1.
The market value of debt securities on the last trading day before the statement of financial position
date was € 17,680,263 (2022: € 1 7,949,057) for the 5.3% Bonds.
The market value of debt securities on the last trading day before the statement of financial position
date was € 36,966,730 for the 5% Bond s.
50
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
28
Share capital
2023 and 2022
Authorised
Issued and
called up
€ €
50,000 ordinary shares of € 10 each, all of which
have been issued and called up
500,000 500,000
29
Reserves
Other equity
This represents a contribution of € 10,000,000 from the parent, Mariner Capital Limited. This amount
is interest free, unsecured and carries no fixed date of repayment. This amount was recognised
directly in equity since there is no contractual obligation to repay this amount prior to the liquidation of
the Company.
Revaluation reserve
This represents the revaluation of the group's land and buildings consisting of the following:
(i) the increase in the revaluation reserve in 2017 resulting from the reversal of the deferred tax
liability;
(ii) the increase in the revaluation reserve in 2019, 2022 and 2023 resulting from the increase in
fair value of the group's land and buildings.
According to Latvian Commercial Law requirements, the revaluation reserve cannot be distributed to
shareholders.
Other reserves
These represent the effect on other equity recognised on acquisition of subsidiaries in 2013 and cross
border merger of Mariner Baltic Holdings SIA in 2019.
30
Cash and cash equivalents
Group
Holding company
2023 2022 2023 2022
€ € € €
Cash at bank 391,026 829,931 165,269 743,629
Cash at bank earns interest at floating rates based on deposit rates.
51
31
Related party disclosures
The parent and ultimate parent company of the group are Mariner Capital Limited and MEH
Holdings Limited, respectively, which are both incorporated in Malta. The registered address of
both Mariner Capital Limited and MEH Holdings Limited is 37, Censu Tabone Street, St. Julians
STJ 1218, Malta.
Both Mariner Capital Limited and MEH Holdings Limited prepare consolidated financial statements
which may be obtained from the Malta Business Registry.
The directors consider the ultimate controlling party to be Marin Hili who indirectly owns 60% (2022:
60%) of Mariner Finance p.l.c.
During the year the group and company paid remuneration to key management personnel as
disclosed in note 11.
During the year under review, the group and company entered into transactions with related parties
as set out below.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
52
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
31
Group
Related party disclosures (continued)
2023 2022
Related
party activity
Total activity
Related
party
activity
Total
activity
€ € % € € %
Administration expenses
Related party
transactions with:
Parent 1,099,587 2,580,883 43 1,101,251 2,435,269 45
Investment income
Related party
transactions with:
Other related party 67,021 1,024,197 7 66,936 294,664 23
Parent company 953,339 1,024,197 93 204,728 294,664 69
Holding Company
2023 2022
Related
party activity
Total activity
Related
party
activity
Total
activity
€ € % € € %
Administration expenses
Related party
transactions with:
Parent 60,000 306,648 20 60,000 328,839 18
Investment income
Related party
transactions with:
Parent company 742,194 11,605,416 6 - 5,761,342 -
Subsidiaries 10,860,198 11,605,416 94 5,738,342 5,761,342 100
Other related party is Mariner Logistics SIA, which is a wholly-owned subsidiary of the Group's parent
company.
53
31
Related party disclosures (continued)
No expense has been recognised during the year arising from bad and doubtful debts in respect of amounts
due by related parties.
The terms and conditions of amounts owed by/to parent and related parties are disclosed in note 19, 21 and
29. These amounts are unsecured and no guarantees were given/received. The terms and conditions in
respect of these amounts do not specify the nature of the consideration to be provided in settlement.
32
Fair value of financial assets and financial liabilities
At 31 December 2023 and 31 December 2022 the carrying amounts of financial assets and financial
liabilities classified with current assets and current liabilities respectively approximated the fair values due to
the s hort-term maturitie s of these assets and liabilities. The fair values of non-current financial assets that
are not measured at fair value, other than investments in subsidiaries, and the fair values of non-current
bank loans are not materially different from their carrying amounts due to their current rates of interest. The
fair values of financial assets and financial liabilities included in level 2 and level 3 categories below, other
than debt securities, have been determined in accordance with generally accepted pricing models based on
a discounted cash flow analysis, with the most significant inputs being the discount rate that reflects a
market interest rate plus the credit risk of counter parties. The fair value of debt securities is disclosed in
note 27.
Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date.
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 eac h reporting perio d.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
54
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
32
Fair value of financial assets and financial liabilities (continued)
The following tables provide an analysis of financial instruments, other than investments in subsidiaries that are not
measured subsequent to initial recognition at fair value, grouped into Levels 1 to 3.
Group
Fair value measurement at end of the reporting period using:
Level 1 Level 2 Level 3 Total
Carrying
amount
€ € € € €
2023
Financial assets
Loans and receivables
Loans to parent
- 47,932,925 - 47,932,925 47,932,925
Loans to other related
parties
- 2,231,881 - 2,231,881 2,231,881
Other loans - 5,100 - 5,100 5,100
- 50,169,906 - 50,169,906 50,169,906
Financial liabilities at
amortised cost
Debt securities - 54,646,993 - 54,646,993 53,965,108
Bank loans - 1,457,902 - 1,457,902 1,457,902
Bank overdrafts - 2,974,005 - 2,974,005 2,974,005
- 59,078,900 - 59,078,900 58,397,015
2022
Financial assets
Loans and receivables
Loans to parent - 30,101,921 - 30,101,921 30,101,921
Loans to other related
parties
- 2,164,858 - 2,164,858 2,164,858
Other loans - 5,388 - 5,388 5,388
- 32,272,167 - 32,272,167 32,272,167
Financial liabilities at
amortised cost
Debt securities - 54,878,857 - 54,878,857 53,875,714
Bank loans - 42,016 - 42,016 42,016
Bank overdrafts - 3,332,505 - 3,332,505 3,332,505
- 58,253,378 - 58,253,378 57,250,235
55
32
Carrying
Level 1 Level 2 Level 3 Total amount
€ € € € €
2023
Financial assets
Loans and receivables
- receivables from
parent company - 40,739,437 - 40,739,437 40,739,437
subsidiaries - 37,454,257 - 37,454,257 37,454,257
Total - 78,193,694 - 78,193,694 78,193,694
Financial liabilities
at amortised cost
- Debt securities - 54,646,993 - 54,646,993 53,965,108
Total - 54,646,993 - 54,646,993 53,965,108
Carrying
Level 1 Level 2 Level 3 Total amount
€ € € € €
2022
Financial assets
Loans and receivables
- receivables from
parent company - 23,119,577 - 23,119,577 23,119,577
subsidiaries - 33,770,000 - 33,770,000 33,770,000
related parties - 457 - 457 457
Total - 56,890,034 - 56,890,034 56,890,034
Financial liabilities
at amortised cost
- Debt securities - 54,878,857 - 54,878,857 53,875,714
Total - 54,878,857 - 54,878,857 53,875,714
Fair value measurement at end of
the reporting period using:
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Fair value of financial assets and financial liabilities (continued)
Holding company
56
33 Financial risk management
The group's activities are exposed to a variety of financial risks including foreign currency, liquidity,
interest rate risk and credit risk. The group's management seeks to minimize its potential adverse
effects of financial risks on the group's financial performance.
The exposures to risk and the way risks arise, together with the group's and the company’s
objectives, policies and processes for managing and measuring these risks are disclosed in more
detail below.
The objectives, policies and processes for managing financial risks and the methods used to
measure such risks are subject to continual improvement and development.
Where applicable, any significant changes in the company’s exposure to financial risks or the
manner in which the company manages and measures these risks are disclosed below.
Where possible, the company and the group aim to reduce and control risk concentrations.
Concentrations of financial risk arise when financial instruments with similar characteristics are
influenced in the same way by changes in economic or other factors. The amount of the risk
exposure associated with financial instruments sharing similar characteristics is disclosed in more
detail in the notes to the financial statements.
Credit risk
Financial assets which potentially subject the company and group to concentrations of credit risk
consist principally of loans receivable, trade receivables, and cash at bank which are measured at
amortised cost.
In terms of IFRS 9, the Group and the Company apply an ECL model as apposed to an incurred
loss model. Credit risk with respect to trade receivables is limited due to credit control
procedures. There is significant credit risk concentration in respect of two customers, who
comprise 67% of the group's trade receivables as of end of 2023. 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
impairm ent losses, represents the company’s maximum exposure to credit risk.
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
57
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33
Financial risk management (continued)
Credit risk (continued)
The tables below detail, by credit risk rating grades, the gross carrying amount of financial assets and
the exposure to financial guarantee contracts.
Group
Holding
2023 2022 2023 2022
12m ECL
12m ECL
12m ECL
12m ECL
€ € € €
Bank balances
External rating grades
AA- to A- 316,374 356,457 96,952 278,455
BBB- 68,174 86,180 68,174 86,180
Unrated 6,478 387,294 143 378,994
Gross/net carrying amount
391,026 829,931 165,269 743,629
Cash at bank is placed with reliable financial institutions. The credit rating of the major financial
institutions, representing 98% (2022: 53%) of the total cash at bank at the end of the reporting period
using Fitch credit rating symbols was AA- to BBB- (2022 – AA- to BBB-). The remaining cash and at
bank balance is held with financial institutions which are unrated.
Group
Holding
2023 2022 2023 2022
12m ECL
12m ECL
12m ECL
12m ECL
€ € € €
Loans to related parties
Internal rating grades
Performing (i) 50,169,906 32,272,167 78,193,694 56,890,034
Gross/net carrying amount 50,169,906 32,272,167 78,193,694 56,890,034
i) Performing - The counterparty has a low risk of default and does not have any past due amounts (12m
ECL).
58
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33
Financial risk management (continued)
Credit risk (continued)
Group
12m
ECL
Lifetime
ECL (not
credit
impaired)
Lifetime
ECL (credit
impared but
not POCI)
Total
2023 € € € €
Financial guarantee contracts
Internal rating grades
Performing (i)
- - - -
Maximum exposure as at 31 December 2023 - - - -
Group
12m
ECL
Lifetime
ECL (not
credit
impaired)
Lifetime
ECL (credit
impared but
not POCI)
Total
2022 € € € €
Financial guarantee contracts
Internal rating grades
Performing (i)
178,572 - - 178,572
Maximum exposure as at 31 December 2022
178,572 - - 178,572
Group
2023 2022
Lifetime
ECL (not
credit
impaired)
Lifetime ECL
(not credit
impaired)
€ €
Trade receivables tested individually
Internal rating grades
Performing (i)
2,767,063 2,199,163
Gross / net carrying amount at 31 December
2,767,063 2,199,163
i) Performing - The amounts are not credit-impaired. Lifetime ECLs apply under the simplified model.
67% (2022: 63%) of the Group's trade receivables as at year-end arises from two customers operating in the
shipping industry.
59
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33 Financial risk management (continued)
Credit risk (continued)
Provision matrix
The table below details the risk profile of trade receivables based on the Group’s provision matrix.
Days past due - simplified approach
Not past due
< 45 45 - 90 > 90 Total
€ € € € €
2023
Trade receivables tested collectively
Estimated total gross carrying
amount at default
946,977 287,033 50,265 78,279 1,362,554
Lifetime ECL at 31 December 2023
(27,094)
Net carrying amount at 31
December 2023
1,335,460
Days past due - simplified approach
Not past due < 45 45 - 90 > 90 Total
€ € € € €
2022
Trade receivables tested collectively
Estimated total gross carrying
amount at default
907,310 241,076 31,498 130,867 1,310,751
Lifetime ECL at 31 December 2022
(33,523)
Net carrying amount at 31
December 2022
1,277,228
The following table shows the movement in lifetime ECLs that has been recognised for trade receivables in accordance with
the simplified approach set out in IFRS 9:
Lifetime ECL
Lifetime ECL
(not credit-impaired)
(credit-impaired but not POCI)
Trade
receivables no
SFC (Collective)
Trade
receivables no
SFC (Individual)
Trade
receivables no
SFC (Collective)
Trade
receivables no
SFC (Individual)
€ € € €
Opening balance at 1 January 2023
33,523 - - -
Reversal during the year
(6,429) - - -
Closing balance 31 December 2023
27,094 - - -
Opening balance at 1 January 2022
66,012 - - -
Reversal during the year
(32,489) - - -
Closing balance 31 December 2022
33,523
- - -
60
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33 Financial risk management (continued)
Currency risk
Foreign currency transactions arise when the group buys or sells goods or services whose price is denominated in a
foreign currency, borrows or lends funds when the amount payable or receivable are denominated in a foreign currency,
acquires or disposes of assets or incurs or settles a liabilities denominated in a foreign currency. Foreign currency
transactions comprise mainly transactions in USD. The risk arising from foreign currency transactions is managed by
regular monitoring of the relevant exchange rates and directors’ reaction to material movements thereto.
The group is exposed to foreign currency risk arising from the below financial assets:
Foreign currency risk
USD and USD pegged
currencies
2023 2022
Trade and other receivables
1,670,804 1,241,404
Balance sheet exposure
1,670,804 1,241,404
The EUR/USD spot-rate as at 31 December 2023 is 1.105 (2022: 1.0666). A reasonably possible strengthening/
(weakening) of the Euro against the USD at 31 December would have affected the measurement of financial instruments
denominated in a foreign currency and affected equity and profit or loss by the amounts shown below. This analysis
assumes that all other variables, in particular interest rates, remain constant.
Group and Holding
Changes in
USD rate
(basis points)
Profit or loss Equity
€ €
2023
+100
137,458 137,458
-100
(151,204) (151,204)
2022
+100
105,808 105,808
-100
(116,389) (116,389)
Interest rate risk
The company and group has taken out bank and debt securities to finance its operations as disclosed in notes 23 and 27.
The carrying amount of the debt securities amounts to € 36,312,778 (2022: € 53,875,714). 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 € 4,431,907
(2022: € 3,374,521) earn 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 financial statements.
Sensitivity analysis on cash with a floating interest rate is disclosed below
The carrying amounts of the company’s financial instruments carrying a rate of interest at the end of the reporting period
are disclosed in the notes to the financial statements.
The following table demonstrates the sensitivity analysis in relation to cash flow interest rate risk to a reasonably possible
change in interest rates, with all other variables held constant, of the Group's and Company's profit before tax. The Group
and Company consider the reasonably possible changes in interest rates to be a change in 100 basis points.
Increase or
decrease
(basis
points)
Group Holding
€ €
2023
+100 (40,409) 1,653
-100 40,409 (1,653)
2022
+100 (25,446) 7,436
-100 25,446 (7,436)
61
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
33
Financial risk management (continued)
Liquidity risk
The Group has a net current liability position as at 31 December 2023 of € 3,700,403 (2022: net current asset position of €
14,991,691), which primarily arises from the repayment of the 5.3% bonds which mature in June 2024.
The company monitors and manages its risk to a shortage of funds by maintaining sufficient cash, by matching the maturity of
both its financial assets and financial liabilities and by monitoring the availability of raising funds to meet commitments associated
with financial instruments.
The following maturity analysis for financial liabilities shows the remaining contractual maturities using the contractual
undiscounted cash flows on the basis of the earliest date on which the group and company can be required to pay. The analysis
includes both interest and principal cash flows. Fixed rate instruments pertain to bond securities in issue and bank loans. Non-
interest bearing are the trade and other payables, excluding accrued interest.
Group
Within 1
year
2 years 3 years 4 years
5 years and
over
Total
Carrying
Amount
€ € € € € € €
2023
Non-derivative
financial liabilities
Non-interest bearing 1,688,313 175,459 135,431 - - 1,999,203 1,999,203
Fixed rate
instruments
20,599,830 1,846,490 1,846,490 1,846,490 46,162,250 72,301,550 54,566,027
Variable rate
instruments
3,168,758 1,281,497 - - - 4,450,255 4,431,907
Lease liabilities 754,964 754,964 1,544,174 163,064 3,162,050 6,379,216 4,937,768
Other loans - 60,236 - - -
60,236
60,236
26,211,865 4,118,646 3,526,095 2,009,554 49,324,300 85,190,460 65,995,141
2022
Non-derivative
financial liabilities
Non-interest bearing 1,793,155 - - - - 1,793,155 1,793,155
Fixed rate
instruments
6,177,408 19,852,910 1,846,490 1,846,490 47,338,751 77,062,049 58,253,728
Lease liabilities 3,337,826 163,064 163,064 163,064 3,325,114 7,152,132 5,604,049
Financial guarantee
contracts
178,572 - - - - 178,572 -
11,486,961 20,015,974 2,009,554 2,009,554 50,663,865 86,185,908 65,650,932
Undrawn facilities are described in note 23.
62
33
On demand
or within 5 years Carrying
1 year 2 years 3 years 4 years and over Total Amount
€ € € € € € €
2023
Non-derivative
financial
liabilities
Non-interest bearing 82,694 - - - - 82,694 82,694
Fixed rate instruments 20,599,830 1,846,490 1,846,490 1,846,490 46,162,250 72,301,550 53,965,108
20,682,524 1,846,490 1,846,490 1,846,490 46,162,250 72,384,244 54,047,802
2022
Non-derivative
financial
liabilities
Non-interest bearing 460,680 - - - - 460,680 460,680
Fixed rate instruments 2,783,731 19,852,910 1,846,490 1,846,490 47,338,751 73,668,372 53,875,714
3,244,411 19,852,910 1,846,490 1,846,490 47,338,751 74,129,052 54,336,394
2022 Cashflows
Exchange offer
(see Note 27)
Issuance of
new bond
(see Note 27)
Amortisation
of bond issue
costs
2023
€ € € € € €
Lease liability 5,604,049 (666,281) - - - 4,937,768
Bank loans 42,016 1,415,886 - - - 1,457,902
Bank overdraft 3,332,505 (358,500) - - - 2,974,005
Debt securities in issue 53,875,714 - - - 89,394 53,965,108
62,854,284 391,105 - - 89,394 63,334,783
2021 Cashflows
Exchange offer
(see Note 27)
Issuance of
new bond
(see Note 27)
Amortisation
of bond issue
costs
2022
€ € € € € €
Lease liability 6,303,746 (699,697) - - - 5,604,049
Bank loans 348,953 (306,937) - - - 42,016
Bank overdraft 5,413,996 (2,081,491) - - - 3,332,505
Debt securities in issue 34,788,672 - (17,316,200) 36,259,811 143,431 53,875,714
46,855,367 (3,088,125) (17,316,200) 36,259,811 143,431 62,854,284
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
Financial risk management (continued)
Holding company
Reconciliation of liabilities arising from financing activities
Fixed rate instrument amounting to € 46,162,250 under 5 years and over contractual maturity pertains to funds which need to be repaid in 2032, remaining pertains
to interest due each year until 2032. Further details on the bond issue are disclosed in Note 27.
Liquidity risk (continued)
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 € 1,457,902, other liabilities amounting to € 1,098,177 and debt
securities amounting to € 36,312,778, as included in notes 23, 24 and 27 respectively, and items presented within equity net of cash at bank
balances.
The company’s directors manage the company’s capital structure and make adjustments to it, in light of changes in economic conditions. The
capital structure is reviewed on an ongoing basis. Based on recommendations of the directors, the company balances its overall capital structure
through the payment of dividends, the issue of new debt or the redemption of existing debt.
The company's overall strategy remains unchanged from the prior year.
63
Mariner Finance p.l.c
Notes to the financial statements
31 December 2023
34
Capital Commitments
In the current year, the Group, through one of its subsidiaries, had future payment commitments for
capital expenditure contracted for at the end of the reporting year, but not yet incurred in the
amount of € 2,225,593 (2022: nil), as further disclosed in note 24.
35
Post balance sheet events
From the last day of the reporting period until the date of signing of these financial statements,
there have been no events which would require adjustments or disclosures in the financial
statements.
64
Independent auditor’s report
to the members of
Mariner Finance plc
Deloitte Audit Limited is a limited liability company registered in Malta with registered office at Deloitte Place, Triq L-Intornjatur, Central Business District, CBD
3050, Malta. Deloitte Audit Limited forms part of
Deloitte Malta. Deloitte Malta consists of (i) Deloitte, a civil partnership regulated in terms of the laws of Malta,
constituted between limited liability companies, operating at Deloitte Place, Triq L
-Intornjatur, Zone 3, Central Business District, Birkirkara CBD 3050, Malta and (ii)
the affiliated
operating entities: Deloitte Advisory and Technology Limited (C23487), Deloitte Audit Limited (C51312), Deloitte Corporate Services Limited
(C103276) and Deloitte Tax Services Limited (C51320), all limited liability companies registered in Malta with regi
stered offices at Deloitte Place, Triq L-Intornjatur,
Zone 3, Central Business District, Birkirkara CBD 3050, Malta. Deloitte Corporate Services Limited is authorised to act as a
Company Service Provider by the Malta
Financial Services Authority. Deloitte
Audit Limited is authorised to provide audit services in Malta in terms of the Accountancy Profession Act. Deloitte Malta is an
affiliate of Deloitte Central Mediterranean S.r.l., a company limited by guarantee registered in Italy with registered number
09599600963 and its registered office
at Via Tortona no. 25, 20144, Milan, Italy. For further details, please visit www.deloitte.com/mt/about.
Deloitte Central Mediterranean S.r.l. is the affiliate for the territories of Italy, Greece and Malta of Deloitte
NSE LLP, a UK limited liability partnership and member
firm of Deloitte Touche Tohmatsu Limited, a UK private company limited by guarantee (“DTTL”). DTTL and each of its member fir
ms are legally separate and
independent entities. DTTL, Deloitte NSE LLP and
Deloitte Central Mediterranean S.r.l. do not provide services to clients. Please see www.deloitte.com/about to
learn more about our global network of member firms.
For information, contact Deloitte Malta.
65
Deloitte Audit Limited
Deloitte Place,
Triq L-Intornjatur,
Central Business District,
CBD 3050
Malta
Tel: +356 2343 2000, 2134 5000
Fax: +356 2133 2606
info@deloitte.com.mt
www.deloitte.com/mt
Company Ref No: C51312
VAT Reg No: MT2013 6121
Exemption number: EXO2155
Report on the audit of the financial statements
Opinion
We have audited the individual financial statements of Mariner Finance plc (the Company) and the consolidated
financial statements of the Company and its subsidiaries (together, the Group), set out on pages 11 to 64, which
comprise the statements of financial position of the Company and the Group as at 31 December 202 3, and the
statements of profit or loss and other comprehensive income, statements of changes in equity and statements of
cash flows of the Company and the Group for the year then ended, and notes to the financial statements, including
material accounting policy information.
In our opinion, the accompanying financial statements give a true and fair view of the financial position of the
Company and the Group as at 31 December 2023, and of the Company’s and the Group’s financial performance and
cash flows for the year then ended in accordance with IFRS Accounting Standards as issued by the International
Accounting Standards Board (IFRSs) as adopted by the European Union and have been properly prepared in
accordance with the requirements of the Maltese Companies Act (Cap. 386).
Basis for Opinion
We conducted our audit in accordance with International Standards on Auditing (ISAs). Our responsibilities under
those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial Statements
section of our report. We are independent of the Company and the Group in accordance with the International Ethics
Standards Board for Accountants’ International Code of Ethics for Professional Accountants including International
Independence Standards (IESBA Code), as applicable to audits of financial statements of public interest entities,
together with the Accountancy Profession (Code of Ethics for Warrant Holders) Directive (Maltese Code) that are
relevant to our audit of the financial statements of public entities in Malta. We have also fulfilled our other ethical
responsibilities in accordance with the IESBA Code and the Maltese Code. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion. In conducting our audit, we have
remained independent of the Company and the Group and have not provided any of the non-audit services
prohibited by article 18A(1) of the Maltese Accountancy Profession Act (Cap. 281).
Key Audit Matters
Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
financial statements of the current period and include the most significant assessed risks of material misstatement
(whether or not due to fraud) that we identified. The key audit matters described below were addressed in the
context of our audit of the individual and consolidated financial statements as a whole, and in forming our opinion
thereon, and we do not provide a separate opinion on these matters.
Independent auditor’s report
to the members of
Mariner Finance plc
66
Valuation of building in Riga, Latvia with a carrying value of Eur4.38m in the individual and consolidated financial
statements
The Company and the Group account for investment property at fair value. Included in investment property is a
building in Riga, Latvia with a recognised fair value as at 31 December 2023 amounting to Eur4.38m. The
establishment of the fair value of this investment property is significant to our audit because the recognised fair value
is material to both the individual financial statements of the Company and the consolidated financial statements of
the Group.
The latest valuation report was made by an independent external valuer dated 25 January 2023. Based on the
analysis done by the management of the Group at the end of the reporting period, the directors are of the opinion
that the fair value of the property has not altered significantly since the date of the valuation, and hence this remains
to be an appropriate estimate of the fair value as at 31 December 2023. In determining the fair value of this
investment property two different methods of valuing the investment property were used: the market approach
whereby the independent external valuer compared the selling price of similar properties in the same location where
this investment property is located, and the income approach whereby the independent external valuer estimated
potential net income from rent using occupancy rates based on market and historical trends. This process is highly
judgmental and is based on discounted future cash flows using assumptions such as discount rates and future
increases in fair market rents, as well as a comparison with current prices paid in actual market transactions for the
sale of comparable properties and adjusted by the independent external valuer for any dissimilar characteristics
between the Company’s and Group’s building in Riga, Latvia and the comparable properties.
Our audit response with respect to the valuation of the building in Riga, Latvia as at 31 December 2023 included the
following:
• Evaluating the design and implementation of key controls over the Company and the Group's valuation process;
• Assessing the competence, capability and objectivity of the independent external valuer appointed by the
directors;
• Reviewing the underlying basis of valuation applied by the directors and their independent external valuer to
assess whether the valuation approach was consistent with IFRS and industry norms;
• Involving internal valuation specialists to review the directors’ and their independent external valuer’s assessment
of fair value in order to determine whether this assessment falls within an acceptable range, which included
performing sensitivity analyses and reviewing the appropriateness of the underlying key assumptions and factors
used by the directors and their independent external valuer in their assessment.
The Company’s and the Group’s disclosures about fair value are included in Note 17, which explains the manner in
which the fair value of the investment property was determined by the directors.
We assessed the adequacy of the Company’s and the Group’s disclosures about those assumptions to which the
outcome of the valuation is most sensitive, that is, those that have the most significant effect on the determination of
the fair value of the investment property.
Valuation of warehousing, storage and administration land & buildings with a carrying value of Eur 39m in the
consolidated financial statements
The Group accounts for its land and buildings at their revalued amount, being the fair value as at the date of the
revaluation less any subsequent accumulated depreciation and any accumulated impairment losses. Included in the
Group’s land and buildings are warehousing, storage and administration land and buildings with a carrying value as at
31 December 2023 amounting to Eur39 m. The establishment of the fair value of these land and buildings is significant
to our audit because the recognised revalued amount is material to the consolidated financial statements.
Independent auditor’s report
to the members of
Mariner Finance plc
67
The latest valuation report was made by independent external valuer dated 14 February 2023. This process is highly
judgmental and is based on discounted future cash flows using assumptions such as discount rates, utilisation rates
and projected cash flows, which are affected by expected future market or economic conditions. Based on the
analysis done by the management of the Group at the end of the reporting period, the directors are of the opinion
that the fair value of the Group’s warehousing, storage and administration land and buildings has not altered
significantly since the date of the valuation, and hence this remains to be an appropriate estimate of the fair value as
at 31 December 2023.
Our audit response with respect to the valuation of the Group’s warehousing, storage and administration land and
buildings as at 31 December 2023 included the following:
• Evaluating the design and implementation of key controls over the Group's valuation process;
• Assessing the competence, capability and objectivity of the independent external valuer appointed by the
directors;
• Reviewing the underlying basis of valuation applied by the directors and their independent external valuer to
assess whether the valuation approach was consistent with IFRS and industry norms;
• Involving internal valuation specialists to review the directors’ and their independent external valuer’s assessment
of fair value, in order to determine whether this assessment falls within an acceptable range, which included
performing sensitivity analyses and reviewing the appropriateness of the underlying key assumptions and factors
used by the directors and their independent external valuer in their assessment.
The Group’s disclosures about fair value are included in Note 15, which explains the manner in which the fair value of
the land and buildings was determined by the directors.
We assessed the adequacy of the Group’s disclosures about those assumptions to which the outcome of the
valuation is most sensitive, that is, those that have the most significant effect on the determination of the fair value
of the land and buildings.
Other information
The directors are responsible for the other information. The other information comprises the Company information,
the Directors’ Report, the Statement of Directors’ responsibilities and the Corporate Governance Statement, which
we obtained prior to the date of this auditor’s report.
However, the other information does not include the individual and consolidated financial statements, our auditor’s
report and the relevant tagging applied in accordance with the requirements of the European Single Electronic
Format, as defined in our Report on Other Legal and Regulatory Requirements.
Except for our opinions on the Directors’ Report in accordance with the Maltese Companies Act (Cap. 386) and on the
Corporate Governance Statement in accordance with the Capital Markets Rules issued by the Malta Financial Services
Authority, our opinion on the financial statements does not cover the other information and we do not express any
form of assurance conclusion thereon.
Independent auditor’s report
to the members of
Mariner Finance plc
68
In connection with our audit of the financial statements, our responsibility is to read the other information identified
above and, in doing so, consider whether the other information is materially inconsistent with the financial
statements or our knowledge obtained in the audit or otherwise appears to be materially misstated.
If, based on the work we have performed, we conclude that there is a material misstatement of this other
information, we are required to report that fact. We have nothing to report in this regard.
With respect to the Directors’ Report, we also considered whether the Directors’ Report includes the disclosure
requirements of Article 177 of the Maltese Companies Act (Cap. 386), and the statement required by Rule 5.62 of the
Capital Markets Rules on the Company’s and the Group’s ability to continue as a going concern.
In accordance with the requirements of sub-article 179(3) of the Maltese Companies Act (Cap. 386) in relation to the
Directors’ Report on pages 2 to 5, in our opinion, based on the work undertaken in the course of the audit:
• the information given in the Directors’ Report for the financial year for which the individual and consolidated
financial statements are prepared is consistent with those financial statements; and
• the Directors’ Report has been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Company, the Group and their environment obtained in the
course of the audit, we have not identified any material misstatements in the Directors’ Report.
Responsibilities of the Directors and the Audit Committee for the financial statements
As explained more fully in the Statement of Directors’ Responsibilities on page 6, the directors are responsible for the
preparation of financial statements that give a true and fair view in accordance with IFRSs as adopted by the
European Union and the requirements of the Maltese Companies Act (Cap. 386), and for such internal control as they
determine is necessary to enable the preparation of financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are responsible for assessing the Company’s and the Group’s
ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless the directors either intend to liquidate the Company and the Group or to cease
operations, or have no realistic alternative but to do so.
The directors have delegated the responsibility for overseeing the Company’s and the Group’s financial reporting
process to the Audit Committee.
Auditor’s responsibilities for the audit of the financial statements
This report, including the opinions set out herein, has been prepared for the Company’s members as a body in
accordance with articles 179, 179A and 179B of the Maltese Companies Act (Cap. 386).
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinions in
accordance with articles 179, 179A and 179B of the Maltese Companies Act (Cap. 386). Reasonable assurance is a
high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs will always detect a
material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if,
individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
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In terms of article 179A(4) of the Maltese Companies Act (Cap. 386), the scope of our audit does not include
assurance on the future viability of the Company and the Group or on the efficiency or effectiveness with which the
directors have conducted or will conduct the affairs of the Company and the Group. The financial position of the
Company and/or the Group may improve, deteriorate, or otherwise be subject to change as a consequence of
decisions taken, or to be taken, by the management thereof, or may be impacted by events occurring after the date
of this opinion, including, but not limited to, events of force majeure.
As such, our audit report on the Company’s and the Group’s historical financial statements is not intended to
facilitate or enable, nor is it suitable for, reliance by any person, in the creation of any projections or predictions, with
respect to the future financial health and viability of the Company and the Group, and cannot therefore be utilised or
relied upon for the purpose of decisions regarding investment in, or otherwise dealing with (including but not limited
to the extension of credit), the Company and the Group. Any decision-making in this respect should be formulated on
the basis of a separate analysis, specifically intended to evaluate the prospects of the Company and the Group and to
identify any facts or circumstances that may be materially relevant thereto.
As part of an audit in accordance with ISAs, we exercise professional judgment and maintain professional scepticism
throughout the audit. We also:
• Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material
misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal control.
• Obtain an understanding of internal control relevant to the audit in order to design audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness
of the Company’s and the Group’s internal control.
• Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by the directors.
• Conclude on the appropriateness of the directors’ use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that
may cast significant doubt on the Company’s and the Group’s ability to continue as a going concern. If we
conclude that a material uncertainty exists, we are required to draw attention in our auditor’s report to the
related disclosures in the financial statements or, if such disclosures are inadequate, to modify our opinion.
Our conclusions are based on the audit evidence obtained up to the date of our auditor’s report. However,
future events or conditions may cause the Company and the Group to cease to continue as a going concern.
Accordingly, in terms of generally accepted auditing standards, the absence of any reference to a material
uncertainty about the Company’s and the Group’s ability to continue as a going concern in our auditor’s
report should not be viewed as a guarantee as to the Company’s and the Group’s ability to continue as a
going concern.
• Evaluate the overall presentation, structure and content of the financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.
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• Obtain sufficient appropriate audit evidence regarding the financial information of the Companies or
business activities within the Group to express an opinion on the consolidated financial statements. We are
responsible for the direction, supervision and performance of the group audit. We remain solely responsible
for our audit opinion.
For the avoidance of doubt, any conclusions concerning the adequacy of the capital structure of the Company,
including the formulation of a view as to the manner in which financial risk is distributed between shareholders
and/or creditors cannot be reached on the basis of these financial statements alone and must necessarily be based
on a broader analysis supported by additional information.
We communicate with the Audit Committee regarding, among other matters, the planned scope and timing of the
audit and significant audit findings, including any significant deficiencies in internal control that we identify during
our audit.
We also provide the Audit Committee with a statement that we have complied with relevant ethical requirements
regarding independence, and to communicate with them all relationships and other matters that may reasonably be
thought to bear on our independence, and where applicable, related safeguards.
From the matters communicated with the Audit Committee, we determine those matters that were of most
significance in the audit of the individual and consolidated financial statements of the current period and are
therefore the key audit matters. We des cribe these matters in our auditor’s report unless law or regulation precludes
public disclosure about the matter or when, in extremely rare circumstances, we determine that a matter should not
be communicated in our report because the adverse consequences of doing so would reasonably be expected to
outweigh the public interest benefits of such communication.
Report on other legal and regulatory requirements
Report on compliance of the Annual Financial Report with the requirements of the European Single Electronic
Format Regulatory Technical Standard as specified in the Commission Delegated Regulation (EU) 2019/815 (the
"ESEF RTS”)
Pursuant to Capital Markets Rule 5.55.6 issued by the Malta Financial Services Authority, we have undertaken a
reasonable assurance engagement in accordance with the requirements of the Accountancy Profession (European
Single Electronic Format) Assurance Directive issued by the Accountancy Board in terms of the Accountancy
Profession Act (Cap. 281), hereinafter referred to as the “ESEF Directive 6”, on the annual financial report of the
Company and the Group for the year ended 31 December 2023, prepared in a single electronic reporting format.
Solely for the purposes of our reasonable assurance report on the compliance of the annual financial report with the
requirements of the ESEF RTS, the “Annual Financial Report” comprises the Directors’ Report, the Statement of
Directors’ responsibilities, the Corporate Governance Statement, the annual financial statements, the prescribed
disclosures of material contracts, company information, and the Independent auditor’s report, as set out in Capital
Markets Rules 5.55.
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Responsibilities of the Directors for the Annual Financial Report
The directors are responsible for:
• the preparation and publication of the Annual Financial Report, including the consolidated financial statements
and the relevant tagging requirements therein, as required by Capital Markets Rule 5.56A, in accordance with
the requirements of the ESEF RTS,
• designing, implementing, and maintaining internal controls relevant to the preparation of the Annual Financial
Report that is free from material non-compliance with the requirements of the ESEF RTS, whether due to fraud
or error,
and consequently, for ensuring the accurate transfer of the information in the Annual Financial Report into a single
electronic reporting format.
Auditor’s responsibilities for the Reasonable Assurance Engagement
Our responsibility is to obtain reasonable assurance about whether the Annual Financial Report, including the
consolidated financial statements and the relevant electronic tags therein comply, in all material respects, with the
ESEF RTS, based on the evidence we have obtained. We conducted our reasonable assurance engagement in
accordance with the requirements of ESEF Directive 6.
The nature, timing and extent of procedures we performed, including the assessment of the risks of material non-
compliance with the requirements of the ESEF RTS, whether due to fraud or error, were based on our professional
judgement and included:
• Obtaining an understanding of the Company’s and the Group’s internal controls relevant to the financial
reporting process, including the preparation of the Annual Financial Report, in accordance with the requirements
of the ESEF RTS, but not for the purpose of expressing an assurance opinion on the effectiveness of these
controls.
• Obtaining the Annual Financial Report and performing validations to determine whether the Annual Financial
Report has been prepared in accordance with the requirements of the technical specifications of the ESEF RTS.
• Examining the information in the Annual Financial Report to determine whether all the required tags therein
have been applied and evaluating the appropriateness, in all material respects, of the use of such tags in
accordance with the requirements of the ESEF RTS.
We believe that the evidence we have obtained is sufficient and appropriate to provide a basis for our reasonable
assurance opinion.
Reasonable Assurance Opinion
In our opinion, the Annual Financial Report for the year ended 31 December 2023 has been prepared, in all material
respects, in accordance with the requirements of the ESEF RTS.
This reasonable assurance opinion only covers the transfer of the information in Annual Financial Report into a single
electronic reporting format as required by the ESEF RTS, and therefore does not cover the information contained in
the Annual Financial Report.
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Report on Corporate Governance Statement
Pursuant to Rule 5.94 of the Capital Markets Rules issued by the Malta Financial Services Authority, the directors are
required to include in the Company’s Annual Financial Report a Corporate Governance Statement explaining the
extent to which they have adopted the Code of Principles of Good Corporate Governance set out in Appendix 5.1 to
Chapter 5 of the Capital Markets Rules, and the effective measures that they have taken to ensure compliance with
those principles. The Corporate Governance Statement is to contain at least the information set out in Rule 5.97 of
the Capital Markets Rules.
Our responsibility is laid down by Rule 5.98 of the Capital Markets Rules, which requires us to include a report to
shareholders on the Corporate Governance Statement in the Company’s Annual Financial Report.
We read the Corporate Governance Statement and consider the implications for our report if we become aware of
any information therein that is materially inconsistent with the financial statements or our knowledge obtained in the
audit, or that otherwise appears to be materially misstated. We also review whether the Corporate Governance
Statement contains at least the information set out in Rule 5.97 of the Capital Markets Rules.
We are not required to, and we do not, consider whether the directors’ statements on internal control cover all risks
and controls, or form an opinion on the effectiveness of the company’s corporate governance procedures or its risk
and control procedures.
In our opinion, the Corporate Governance Statement set out on pages 7 to 10 has been properly prepared in
accordance with the requirements of Rules 5.94 and 5.97 of the Capital Markets Rules.
Matters on which we are required to report by exception under the Companies Act
Under the Companies Act (Cap. 386), we have responsibilities to report to you if in our opinion:
• Proper accounting records have not been kept;
• Proper returns adequate for our audit have not been received from branches not visited by us;
• The financial statements are not in agreement with the accounting records and returns; or
• We have been unable to obtain all the information and explanations which, to the best of our knowledge
and belief, are necessary for the purpose of our audit.
We have nothing to report to you in respect of these responsibilities.
Auditor tenure
We were appointed by the members of the Company to act as statutory auditor of the Company and the Group on 28
April 2015 for the financial year ended 31 December 2014, following the Company’s debt listing in July 2014, and
were subsequently reappointed as statutory auditors by the members of the Company on an annual basis. The period
of total uninterrupted engagement as statutory auditor including previous reappointments of the firm since the
Company became a public interest entity, calculated as per the clarification set out in guidelines issued by the
Committee of European Auditing Oversight Bodies in December 2019, is 10 financial years.
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Consistency of the audit report with the additional report to the Audit Committee
Our audit opinion is consistent with the additional report to the Audit Committee in accordance with the provisions
of Article 11 of the EU Audit Regulation No. 537/2014.
The audit was drawn up on 25 April 2024.
Antoine Carabott as Director
in the name and on behalf of
Deloitte Audit Limited
Registered auditor
Central Business District, Birkirkara, Malta