Braemar Plc Annual Report & Accounts 2025

Diversification

Growth

Optimisation

Braemar Plc

Annual Report & Accounts 2025

Strategic Report

1 Highlights

2 At a Glance

4 Investment Case

6 Chairman’s Statement

8 Market Overview

10 Business Model

12 Group Chief Executive Officer’s

Statement

14 Our Strategy

16 Key Performance Indicators

18 Operating Review

22 Financial Review

26 Section 172 Statement

28 ESG Report

30 Our Environmental Responsibilities

34 Task Force on Climate-related

Financial Disclosure Report

36 Our People

38 Social Impact

39 Governance

40 Non-Financial Information Statement

41 Principal Risks and Uncertainties

Governance

50 Corporate Governance Report

51 Letter from our Chairman

54 Board of Directors

56 Report of the Audit & Risk Committee

60 Report of the Nomination Committee

62 Directors’ Remuneration Report

64 Remuneration Policy

69 Annual Report on Remuneration

75 Directors’ Report

Financial Statements

79 Independent Auditor’s Report

87 Consolidated Income Statement

88 Consolidated Statement of

Comprehensive Income

89 Consolidated Balance Sheet

90 Consolidated Cash Flow Statement

91 Consolidated Statement of Changes

in Total Equity

92 Notes to the Financial Statements

146 Company Balance Sheet

147 Company Statement of Changes

in Total Equity

148 Notes to the Company Financial

Statements

160 Five-Year Financial Summary (Unaudited)

162 Contact Information

Our Mission

To be a trusted broker of

choice to the shipping and

energy markets, building

sustainable profits and

returns for our shareholders

with revenues in excess of

£200 million by FY30.

Braemar is a leading

provider of expert

investment, chartering and

risk management advice

to the shipping and energy

markets. Supporting our

clients across the complete

value chain in a dynamic and

evolving environment.

Average revenue per head

New office

Revenue

Underlying operating profit

Reported profit before tax

£141.9m

16.7m

9.2m

345,000

South Korea

Financial highlights

Robust financial performance

– Revenue of £141.9 million, 7% below the prior

year due to lower revenue from Chartering

in the second half partially offset by a strong

performance from Investment Advisory,

demonstrating the benefits of the Group’s

diversified business model

– Underlying operating profit (before acquisition-

related expenditure) of £16.7 million

(FY24: £18.1million)

– Underlying operating profit of £15.6 million, a

decrease of 6%, with costs continuing to be

wellcontrolled

– Reported profit before tax of £9.2 million, (FY24:

£7.5 million), with lower underlying operating profit

offset by lower specific items than the prior year

Balance sheet remains strong

– Net debt position of £2.5 million at 28 February 2025,

swiftly turning to a positive net cash position at

the start of the new financial year after timing of

certain working capital items

– Total dividends for the year of 7.0 pence per share

(FY24: 13.0 pence), with a final dividend of 2.5

pence per share proposed, in line with updated

Capital Allocation Framework (as set out below in

the Chairman’s statement and the financial review)

– Intention to commence an on-market share

buyback programme of up to £2.0 million,

reflecting the board’s belief that the Company’s

share price undervalues the business and

confidence in the cash generation capabilities

of the Group, also providing a positive

enhancement to future EPS. Total shareholder

returns maintained.

Outlook

– Strong forward order book maintained, standing

at $82.2 million as at 28 February 2025 (FY24:

$82.6 million)

– Tanker rates are recovering from the lows in H2

although macro conditions remain weaker at

the start to the year given increased geopolitical

uncertainty and a weaker USD

– Despite short-term uncertainty, market

fundamentals remain strong and the business is

well placed to take advantage of opportunities

that present themselves

– Launch of updated strategic framework, with

operational targets for FY26 and financial targets

for FY30, to support delivery of our ongoing

growth strategy by driving diversification,

consolidation and operational excellence.

Operational and strategic

highlights

Delivering resilience through diversification

– Average revenue per head remained strong at

£345,000, 8% down on the prior year reflecting

the weaker market conditions in the second half

– New office opened in South Korea and Container

Chartering desk launched

– UK Organised Trading Facility approved in May 2025

to support further growth in Risk Advisory

– Acquisition pipeline is strong

2025 £141.9m

2025 £16.7m

2025 £9.2m

2024 £152.8m

2024 £18.1m

20 24 £7.5 m

2023 £152.9m

2023 £20.1m

2023 £9.5m

1 Before acquisition-related expenditure

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 1

Our locations

Shipping never stops. We operate

24 hours a day, seven days a week

covering all of the world’s major

shipping hubs. Ensuring that we

support our clients around the

globe and provide them with

unique opportunities and insight,

where and whenever they need it.

Offices

Countries

Employees

411

Australia

Melbourne

Perth

Germany

Hamburg

Greece

Athens

India

Mumbai

New Delhi

At a glanceAt a glance

Specialists

People’s Rep. China

Shanghai

Singapore

South Korea

Seoul

Spain

Madrid

Switzerland

Geneva

Monaco

UAE

Dubai

United Kingdom

Aberdeen

London

USA

Connecticut

Florida

Houston

2 Braemar Plc | Annual Report & Accounts 2025

Who

We are a leading provider of expert

investment, chartering and risk

management advice to the shipping

and energy markets. Our integrated

teams deliver creative solutions and

tailored support to our customers

globally throughout the value chain,

placing Braemar at the forefront of

the shipbroking industry.

Who

How

What

Chartering

Investment Advisory

Risk Advisory

How

Shipping is a dynamic and

global industry. Through our

integrated teams around the

world, market insight and data,

we work collaboratively to

build solutions tailored to our

customers’ requirements.

What

Chartering

Our specialist teams have deep

sector knowledge and experience,

building long-term relationships

with charters and owners.

Leveraging this expertise and the

Group’s investment in technology

and data, our teams work to provide

the best solutions for our clients.

Investment Advisory

Our Corporate Finance teams work

with clients advising on transactions

and financings, drawing on

their expert knowledge and

understanding of the market.

Our Sale & Purchase teams

work with clients across the

vessel life-cycle, from newbuilding

to second-hand and recycling.

With evolving regulations and

environmental focus, we help our

clients navigate the complexities.

Risk Advisory

Our risk advisory business

specialises in providing securities

solutions that enable our clients

to protect and hedge their positions

in the volatile energy markets or

trade speculatively.

Monaco

UAE

Dubai

United Kingdom

Aberdeen

London

USA

Connecticut

Florida

Houston

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 3

Investment Case

Braemar is a dynamic, entrepreneurial business

with diversified operations across shipbroking and

energy markets. Leveraging its established market

positions, global footprint, and growth platform,

Braemar’s new financial ambition is to increase

revenue to at least £200 million with underlying

operating profit margin of over 15% by 2030.

This will be achieved through:

Growth

Scale

Opportunity

Returns

Driving operational

excellence

Braemar has a clear strategy

to deliver sustainable profitable

growth. Over recent years we have

invested in core areas including

finance, compliance, legal, human

resources and IT. These investments

will support growth and drive

efficiencies, improving our operating

profit margins moving forward.

See page 23 for more information

11%

FY25 underlying operating

profit margin

>15% FY30 target

Operational Excellence

By investing in smarter business intelligence tools we’ve been able

to drive better decision making and improve the speed and clarity of

financial reporting. Department heads now have deeper insight into team

performance, helping align activity with strategic goals. We’ve also sharpened

our understanding of costs and operational efficiencies, as well as our

tracking and review of KPIs. These changes are strengthening internal

oversight and driving improved accountability. It’s been exciting to see the

finance team become an integral business partner in both growth planning

and day-to-day operations across the business.

Employee Spotlight:

Rob Taylor (Head of Financial Planning & Analysis) and

Megan Norton (Financial Planning & Analysis Analyst)

4 Braemar Plc | Annual Report & Accounts 2025

Employee Spotlight:

Mizanur Rahman (Group IT Director)

£9.1m

Cashflow from

operating activities

A diversified

business model

Shipbroking is a volatile business

with everchanging market dynamics

bringing both challenge and

opportunity. As a leading broker

with 18 offices in 13 countries

and operations across Tankers,

Dry Cargo, Sale & Purchase,

Corporate Finance and Offshore

as well as a growing Securities

business specialising in energy

markets, Braemar is building a more

diversified revenue base and is

focused on further strengthening

the Group’s resilience.

Acquisition

opportunities

The shipbroking market is highly

fragmented with regulatory complexity

and compliance continuing to drive

a flight to quality. This presents a

significant opportunity for the Group

to move into new markets, as well as

enhance and build existing offerings.

The Group has successfully

completed acquisitions in recent

years and follows a highly disciplined

approach to acquisition investment,

looking for acquisition targets that

can accelerate their growth as part

of the Braemar platform, further

enhancing returns.

Attractive,

sustainable returns

for shareholders

Our updated Capital Allocation

Framework reflects a balance

between growth investment and

returning cash to investors. Our first

priority remains investing in talent to

grow the business, while remaining

laser focused on driving efficiencies

and improved margins. Second, we

will make acquisitions that allow

the Group to accelerate its growth

and meet our strict value enhancing

criteria. Third, we will return capital

to shareholders through dividends

and share buybacks.

See page 10 for more information See page 15 for more information See page 7 for more information

£16.6m

Revenue generated by

acquired businesses in FY25

+70%

Increase in revenue since FY21

>£200 million FY30 target

Operational Excellence

As Group IT Director, my focus has been on building a robust, modern technology

platform to support Braemar’s growth. Over the last two years, we’ve delivered

more than 50 projects across 18 offices, modernising systems, streamlining

infrastructure and improving broker productivity, which was completed ahead of

schedule and under budget, alongside significant cloud cost savings. To continue

safeguarding our operations and client relationships, we’ve also embarked on a

major cybersecurity overhaul, embedding robust security measures and fostering

a culture of resilience. This ensures our data, systems and global maritime

services remain protected against current and emerging threats. With unified

platforms, faster workflows and data-led decision making on the horizon,

technology is now seen as a strategic enabler. We’re not just supporting growth

– we’re helping drive it, securely and efficiently from the ground up.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 5

I am pleased to report a solid financial

performance for the Group this year.

The results demonstrate the benefits of

the extensive work we have done since

launching our strategy in FY21, building a

broader and more resilient business able

to generate shareholder returns across

the shipping cycle.

Braemar is a global business, with 411

dedicated staff members working

for the Group across 18 offices in 13

countries. During the year, the geopolitical

backdrop around the world became more

challenging, particularly in the second

half where global charter rates have

historically been stronger than the first

half. This resulted in our teams having to

deal with an uncertain environment and

increased regulation, particularly as a

consequence of conflicts and a complex

sanctions regime. Nevertheless, using

our depth and reach of relevant data, our

industry technology and insight, Braemar

staff have successfully supported our

clients to achieve their goals.

Despite these challenges, as we look

ahead, we remain confident in our growth

strategy and will continue to build an

increasingly more resilient business.

We are well placed to deal with the global

challenges and uncertainty that we face,

and to capitalise on opportunities to scale

our operations in the years ahead. This

underpins our confidence in achieving our

growth targets for FY30 outlined in our

new strategic framework.

Results for the year

Revenue for the year at £141.9 million

(FY24: £152.8 million), was 7% lower than

the prior year due a weaker performance

from Chartering as global charter rates,

notably in the Tanker and Dry Cargo

markets, came under pressure, particularly

in the second half of the financial year.

Underlying operating profit was £15.6

million, £1 million lower than FY24 with

the lower revenue partially offset by lower

operating costs, with costs continuing to

be well controlled.

Reported profit before tax at £9.2 million

was £1.7 million higher than the prior year,

due to lower specific non-recurring costs,

in particular the costs of the independent

internal investigation in FY24 (£2.6

million). Underlying earnings per share

were 31.30p (FY24: 36.62p) and reported

earnings per share 19.41p (FY24: 15.65p).

As at 28 February 2025, the Group had

a small net debt position of £2.5 million,

due to minor temporary adverse working

capital movements immediately prior

to year end. As expected, the Group

returned to a positive net cash position

in early March 2025.

We continued to strengthen our teams over

the course of the year and were delighted

to welcome a number of new colleagues

into the Group, as we invested further in

our platform for growth by adding to our

broking and operational teams.

Board

In March 2025, Tristram Simmonds, Group

Chief Operating Officer, left the Group.

Tristram joined the business following

the acquisition of Atlantic Brokers in 2018,

and on behalf of the board I would like to

thank him for his service and contribution

to the Group.

In recognition of his role now encompassing

a wider remit, I am delighted to announce

that Group Chief Financial Officer Grant

Foley will be promoted to Group Chief

Financial and Operating Officer with effect

from 1 June 2025. Grant leads all support

functions as well as Braemar’s Securities

business (subject to regulatory approval)

and has made a significant positive impact

on the Group since joining in August 2023.

I am confident that our executive team will

continue to execute our growth strategy

effectively and I look forward to working

with my colleagues in the coming year.

Strategy

We remain committed to delivering on

our strategic vision to position Braemar

as a trusted broker of choice to the global

shipping and energy markets. A key

part of that growth strategy is to further

strengthen our business lines through

investment in our high calibre teams and

making complementary acquisitions.

Chairman’s Statement

Our focus on building a resilient

and diversified business has

underpinned a solid financial

performance for this year.

Nigel Payne

Chairman

Diversification

Investment

Progress

6 Braemar Plc | Annual Report & Accounts 2025

However, during the financial year we saw

a set of circumstances that made this

particularly difficult to execute.

Firstly, the economics of talent

investment. Similar to the talent

economics that we saw in the

professional services industry post

COVID-19, at times during the year, the

cost of talent investment in our industry

reached levels that we regarded as

uneconomic. We therefore intentionally

chose not to participate in investment

during these periods, preferring to

retain staff and maintain a disciplined

approach to ensure that we can generate

sustainable returns for shareholders. I

am pleased to note that the economics

of talent investment have now stabilised

to what we regard as more attractive

levels and we are not burdened with

uneconomic decisions which could have

been made had we chosen to participate.

Secondly, the impact of the UK stock

market’s performance on our ability to

execute on transactions. According to

Calastone data, over the last 12 months

there has been just one month of positive

inflow of funds to UK equities in the

year and, indeed, for the quarter ending

31 March 2025, £3.48 billion was

withdrawn from the UK market, making it

the worst quarter on record. The impact

of this is that UK equity market liquidity

has generally been compromised, and we

have suffered from an undervalued share

price, creating a significant difference

in public and private market valuations

and impacting our ability to execute

transactions that would be accretive for

our shareholders. Once these harmonise,

we are well placed to execute on our

M&A strategy.

Despite the above challenges, we

continue to see significant growth

opportunities, organically in a more stable

talent market and inorganically as other

industry players see the benefits from

leveraging scale.

As we look ahead over the next five years,

the board is pleased to today announce

an updated strategic framework. This

sets out our near-term and medium-term

growth targets, built around clear strategic

pillars to deliver our ambition to become

a trusted broker of choice to the shipping

and energy markets with annual revenues

of at least £200 million by FY30.

Capital Allocation Framework

In support of the newly launched strategic

framework, the board today provides

an update on our intentions for future

uses of cash generated from operations.

The Group’s updated Capital Allocation

Framework reflects a balance between

growth investment and returning cash

to investors.

First, we will continue to invest in talent to

grow the business, while remaining focused

on driving efficiencies and improved margins.

Second, we will continue to look for

acquisitions that allow the Group to

accelerate its growth and meet our strict

value enhancing criteria.

Third, we will return capital to shareholders

through dividends and share buybacks, as

we grow the business.

Dividend

Since 2021, the Company has operated

a progressive dividend policy, and the

business has grown underlying operating

profits substantially from £8.9 million

in FY21 to £15.6 million this year. Total

dividends have grown by 160% from

5.0 pence per share in FY21 to 13.0 pence

per share in FY24.

Despite this, our share price has remained

broadly unchanged. In short, our progressive

dividend policy, despite the yield being

increasingly attractive, has not generated

increased equity value to shareholders.

With this in mind, while the Company will

continue to pay a dividend in line with our

updated Capital Allocation Framework, it

will reduce the dividend to a level that the

board believes remains attractive and will

use surplus capital to purchase (and then

cancel) its own Company shares. For this

year, cash saved from a reduced dividend

will support a share buyback programme

of up to £2 million. Reflecting this, the

board will recommend a final dividend for

the year ended 28 February 2025 of 2.5

pence for approval by shareholders at the

Company’s Annual General Meeting to be

held on 2 July 2025.

This final dividend, together with the

interim dividend of 4.5 pence already paid

on 13 January 2025, represents a total

dividend for the year of 7 pence. The final

dividend will be paid on 8 September 2025

to shareholders who are on the register at

the close of business on 1 August 2025,

with a corresponding ex-dividend date

of 31 July 2025. The last date for Dividend

Reinvestment Plan (“DRIP”) elections will be

15 August 2025.

Our people

Braemar’s assets are its people, and we

have continued to invest in our teams

throughout the year, opening a new

office in South Korea and establishing

presences in Connecticut (USA) and

Monaco as well as building out existing

desks. We have remained focused on

maintaining Braemar as an attractive

place to work, retaining existing talent and

hiring where it makes economic sense to

do so, benefiting all stakeholders.

Once again, I have been impressed by the

commitment and resilience of our staff and

on behalf of the board I would like to take

this opportunity to thank our people for

their dedication, hard work and focus.

Outlook

We have produced a solid financial

performance this year that demonstrates

our strategy is delivering. We will continue

to execute our strategy, focusing on

operational excellence, diversification

across our business and acquisition

opportunities.

Today, the global economy faces a

number of challenges, including ongoing

conflicts, a potential tariff-driven trade

war and more volatile foreign currency

markets. These are likely to have some

short-term impact as charterers and

owners adjust and manage an uncertain

environment. Shipping has always

adapted to change with new trade

patterns and routes, and we believe that

this will be no different.

Reflecting the wider geopolitical

uncertainty, chartering activity for the start

of the new financial year has been weaker

than the same period last year, while

Investment and Risk Advisory are at similar

levels. The forward order book remains

strong and there are early signs of some

improvement in Chartering revenues.

The board remains confident in the

long-term prospects for the Group.

The opportunity to significantly grow

the business remains compelling and

this market dynamic will likely provide

additional opportunities for non-organic

growth. With a clear strategy and strong

platform to support this we are focused

on generating revenue of at least £200

million with underlying operating profit

margins of over 15% by FY30.

Nigel Payne

Chairman

28 May 2025

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 7

Global seabourne trade

forecast to continue

to grow steadily,

outstripping GDP.

Underpinned by global

population growth and

the growing supportive

economics of developing

countries.

Structural shortage

of global fleet with

significant constraints

on newbuilding capacity,

further compounded by

long investment cycle for

newbuilding.

Braemar estimates there

is insufficient capacity to

replace more than 3 to 5%

of fleet per annum.

3-5%

Estimated insufficient

capacity to replace

more than 3 to 5% of

fleet per annum

Market Overview

Global trends

impacting our

business

Fundamental

Long-Term

Market Drivers

Short-Term

Market Dynamics

Global conflicts continue

to impact trade routes

particularly in the Red Sea.

In recent years this disruption

has underpinned an increase

in vessel tonne miles, which

are predicted to continue

to grow.

Implementation of US

trade tariffs and retaliatory

responses will bring

growing complexity to

supply chains and in

the longer term could

accelerate the rerouting

of global trade.

8 Braemar Plc | Annual Report & Accounts 2025

Evolving regulation

focused on

decarbonisation of

shipping industry will

drive replacement

offleet.

Growing need for vessels

to be powered by

alternative fuels driven

by tightening emissions

regulations.

Wider global energy

transition brings a

complex set of new wider

requirements for offshore

energy which shipping

will need to support.

Nearly 40% of all

Seabourne trade

today involves energy

transportation and the

growing focus on a

transition to offshore

and renewable energy

brings a complex set of

new requirements to

the sector.

Regulatory complexity

and compliance continue

to drive flight to scale.

Increasing regulation and

compliance requirements

continue to raise and

tighten the barriers to

entry and the demand for

operational excellence in

our markets.

Braemar’s growth strategy is

underpinned by a number of

fundamental long-term market

drivers. Maritime markets are

complex and volatile and while

short-term dynamics can at

first appear to be headwinds,

they can often present

opportunity to shipbroking

businesses.

Currency risk

The majority of the Group’s

revenues are in USD and

the Group uses hedging

instruments to manage

currency risk.

Cost of talent

Industry bonus culture

can create short-term risk,

particularly in times of

super-cycle, that requires

careful management.

Weather patterns can

cause disruption to trade

routes resulting in short-term

impact to rates.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 9

Longstanding heritage and reputation

for industry leadership

For over 40 years we have grown our

business to become one of the world’s

leading advisers in shipbroking,

chartering and risk management.

Client centric business model

Our global team draws on in-depth

specialist market knowledge across all

stages of the shipping life cycle to offer

our clients creative solutions and bespoke

support to navigate the volatile shipping

and energy markets.

Operational and technical expertise

We pride ourselves on drawing together

industry leading expertise and talent. This is

underpinned by ongoing investment in our

systems and technology, equipping our people

to deliver industry leading client service.

Scalable platform

Recent years have seen the Group build a

strong platform from which to both deliver

organic growth and act as a consolidator in

the fragmented shipbroking market.

Environmental responsibility

In an industry responsible for c.3% of the world’s

GHG emissions we recognise that we have an

important part to play in helping the industry

with the green transition and are committed to

facilitating climate-smart shipping.

Engaged and committed workforce

We invest heavily in our teams and talent

and are committed to developing our people,

operating competitive remuneration, equity

participation and providing a dynamic

environment for career progression.

Focused on driving sustainable returns

Through our ambitious growth strategy

we are building an increasingly resilient

business, designed to generate sustainable

returns for our shareholders with a

disciplined approach to capital allocation.

Resources & relationships

Business Model

What we do

Finance

Providing expertise in

debt financing to fund ship

purchases and newbuilds

Shipyard

Helping clients navigate

the design, contract

negotiation, and

construction phases

of ordering a new ship

Risk Management

Broking Forward Freight

Agreements to help clients

manage risk

Chartering

Investment Advisory

Risk Advisory

11.1bn tonnes

2024 estimated seaborne trade

£345,000

Average revenue per employee

10 Braemar Plc | Annual Report & Accounts 2025

Shareholders

Buy driving operational

excellence, deepening and

expanding our business

lines and ultimately growing

market share.

Employees

By continually improving

talent acquisition,

operational support

and career development

across our global network.

Clients

By enhancing our leading client

service offering to offer expert

advisory and creative solutions

to support our clients to

navigate market complexity.

The value we create

Ship Valuations

Providing independent

marketvaluations

Sale & Purchase

Bringing together sellers

and buyers to facilitate

the sale and purchase of

second-hand ships

Recycling

Working with clients

to enable the recycling

of a ship at the end of

its life

Research

Detailed analysis and reports

on shipping markets

Chartering

Bringing together shipowners

and charterers to facilitate

the transport of goods and to

support the offshore oil and

energy industry.

£345,000

Average revenue per employee

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 11

Group Chief Executive Officer’s Statement

I am pleased to announce that despite

weaker chartering conditions in the

second half we have produced another

solid financial performance.

In 2021, we laid out our strategic objective

to build a more resilient business that

could deliver sustainable profits through

the shipping cycle. I am pleased to

report underlying operating profit

(before acquisition-related items) of

£16.7 million for FY25, 88% higher than

FY21 (£8.9 million) and achieved through

the strategic focus of building a more

diversified revenue mix.

The deep knowledge and understanding

across our teams has come to the fore as

the markets we operate in have become

increasingly complex during the year. Our

clients have relied heavily on our expertise

to navigate the challenges posed by

ongoing conflicts and trade tensions,

and global fleets continued to age with

newbuild capacity remaining restricted.

The ‘Dark Fleet’ of vessels moving

sanctioned oil continued to grow in the

year and is now estimated to comprise

1,400 vessels. At the same time, the

sanctions regime has increased in its

complexity. We have continued to invest

in our compliance function throughout the

year, increasing headcount and using the

latest technology to further improve

our systems and processes.

Robust performance

Group revenue for the year at

£141.9million, was £10.9 million lower

than the prior year primarily driven by

weaker Chartering revenue being partially

offset by a stronger Investment Advisory

performance with Risk Advisory broadly

unchanged.

Chartering revenues were weaker, driven

by lower revenues in Tankers and Dry

Cargo, particularly in the second half.

This was partially offset by a strong

performance from Sale & Purchase

with increases in newbuilding and

second-hand transactions.

Costs continued to be well controlled,

with underlying operating costs of

£124.1million, £9.9 million lower than the

prior year, primarily due to lower staff

bonus costs in the year.

Revenue per head at £345,000

(FY24:£373,000) remained strong by

industry standards, although lower

than the prior year due to the weaker

revenueperformance.

Investing

We have continued to invest throughout

the year, opening our new office in South

Korea and establishing presences in

Connecticut (USA) and Monaco, obtaining

our Organised Trading Facility licence in

the UK shortly after the year end, applying

for our European Organised Trading

Facility, and hiring talented individuals in a

highly competitive market for talent.

I am very pleased to announce

that despite weaker chartering

conditions in the second half

we have produced another solid

financial performance.

James Gundy

Group Chief Executive Officer

Building

further

resilience

12 Braemar Plc | Annual Report & Accounts 2025

We have also completed an upgrade of

IT systems and continued to invest in our

support functions to ensure that we are well

set to support the growth of the business in

an increasingly complex environment.

During the year, we evaluated a number

of potential acquisition opportunities:

Market consolidation is an important

part of our strategy; however, we remain

patient and well-disciplined to ensure

that we execute on the right transactions

for the Group both financially and

strategically.

Strategy

Our strategy remains broadly unchanged;

however, we are pleased today to be

announcing the launch of a more detailed

strategic framework. This framework

articulates our growth ambition for the

next five years, provides further detail

on the strategic areas of focus through

which we will continue to drive growth,

and provides detail on the output and

targets against which we will measure our

performance in the coming years, as we

seek to grow revenues to at least £200

million by FY30.

There are three pillars to this framework

1. Diversification

2. Consolidation

3. Operational excellence

Within this framework we have clearly

defined objectives in the short and

medium term that will drive our progress.

Further details can be found on page 14.

Environment, Social & Governance

Braemar has a clear ESG framework in

place, with ongoing initiatives designed

to reduce environmental impact, protect

fragile ecosystems and create a more

diverse, representative workforce.

As a Group, we are committed to

minimising our environmental impact and

continuing to make progress in our efforts

to facilitate climate-smart shipping. We

have also committed to a series of future

initiatives to support our ESG aims and

remain on track to achieve our goals in

the 2025 calendar year.

Although shipping remains an efficient

form of transport, we are well placed

to advise our clients on how they can

reduce the environmental impact that

their vessels and charters have.

We have continued to hire from a broad

range of backgrounds and cultures and

with offices in 13 countries, Braemar has a

diverse and talented workforce.

Once again, I am very proud of the work

that has been done across all of our

offices to support a number of charities

and good causes, making a positive

impact to many.

Outlook

The strategy of diversifying the

Group’s revenues across Shipbroking

and Securities has delivered a robust

performance for the year. Through our

newly articulated strategic framework

and priorities, we will continue to build

upon this.

We enter FY26 with a strong forward

order book of $82.2 million, broadly

unchanged from the prior year. However,

although recent years have also

been characterised by an uncertain

geopolitical backdrop, FY26 has the

added complexities of potential tariffs,

trade wars, a weaker US dollar and an

increasingly complex sanctions regime.

Underlying operating profit (before

acquisition-related items) for FY26 is now

expected to be in the range of £13 million

to £14 million.

We remain focused on building a

business that can deliver shareholder

value throughout the shipping cycle and

our strategic framework provides clear

direction and a roadmap to get the Group

to £200 million of revenue by FY30.

While the short-term outlook in our

markets is uncertain, I am very excited

about the opportunities that the Group

has across all areas of the business

to grow revenues, profit and cash

generation.

I would like to take this opportunity to

thank our colleagues for their hard work

and dedication, as well as our clients and

partners for their ongoing support.

James Gundy

Group Chief Executive Officer

28 May 2025

Business Model & Strategy:

Nick Hargreaves & David Eaves (Australian Dry Cargo Office Heads)

Resilience through succession

As the largest shipbroker in Australia, Braemar’s Dry Cargo business

continues to be a key part of our global growth. With circa 1,000

transactions a year across Melbourne and Perth, our highly active offices

are proud to be leading a new generation of brokers who are driving

this success forward. Looking ahead, we’re focused on maintaining this

momentum by investing in our people, creating long-term career paths

and building on the strong foundations already in place.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 13

Employee Spotlight:

Michael Griffin and Marc Jarvis (Co-heads of Braemar Securities)

Our Strategy

Diversification

Consolidation

Operational

excellence

Our strategic focus is to become the trusted broker of choice

to the shipping and energy markets, delivering revenue of at

least £200 million by FY30.

Resilience through diversification

As co-heads of Braemar Securities, we’ve focused on

expanding our presence in the natural gas and financial LNG

markets. We were among the few to successfully establish

ourselves in the natural gas space – an area where many have

struggled to gain traction – and more recently, we’ve secured

a solid foothold in the JKM market. Alongside this commercial

success, we’ve invested heavily in infrastructure and we have

obtained an FCA approved Organised Trading Facility (“OTF”)

licence and are advancing with our EU OTF application. With

established positions in coal and freight derivatives from the

outset and with a young and agile team, we are ready for

cross-commodity expansion. This is an exciting period for our

Securities Business which has become a key pillar of Braemar’s

growth strategy to drive resilience and diversification and we

see a real opportunity for further growth.

14 Braemar Plc | Annual Report & Accounts 2025

Outputs

Year 1 operational targets

Capital Allocation

See page 14 for more information

Group revenues

by FY30

£200m+

Maintain a strong

balance sheet with

net debt <1.5X EBITDA

Hire 10

new brokers

See page 13 for more information

Risk advisory

revenues by FY30

£30m+

Expand into one

newjurisdiction

Invest in

strategic hires

Underlying operating

profit margin by FY30

15%+

Globalise

tanker operations

Enhancing M&A

Net debt

maintained below

<1.5X EBITDA

Complete

one transaction

Return surplus

capital to

shareholders

Data and technology

Continue to invest in data and

technology, enhancing access and

quality of information while using

technology to drive efficiencies.

Compliance

The regulatory environment that

we operate in is dynamic and

evolving, we will continue to invest in

compliance as the business grows

ensuring we continue to operate

compliantly at scale.

Support and operations

Invest in personnel and technology to

drive efficiencies globally. Delivering

best in class, scalable operations and

support teams to drive operating

margins.

Remuneration

Offer competitive remuneration

packages to attract and retain

talent, rewarding performance

at an individual and Group level.

See page 13 for more information

Operational

excellence

Targets

Companies that complement our

existing offering (by product or

geography) to accelerate revenue

growth and achieve cost synergies

through being part of Braemar.

Discipline

Apply strict criteria when reviewing

targets, ensuring returns that are

above the cost of capital.

Track record

Management has a successful

track record of driving consolidation,

with two acquisitions successfully

completed and integrated over the

past three years.

Consolidation

Build existing businesses

Continue to make strategic hires of

individuals and teams to strengthen

our existing business lines or move

into new areas to expand our client

offering.

Global expansion

Open new offices and build new

desks in existing locations.

Resilience

Further increase diversified revenue

mix providing protection and balance

against impact of macroeconomic

and market volatility.

Diversification

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 15

Underlying EPS Reported EPS

Full-year dividend

per share

-15% +24% -46%

Financial

Key Performance Indicators

Braemar delivered a robust financial performance

for FY25. First half performance was strong and an

improvement on the prior year: However, Chartering

performance in the second half was weaker resulting

in a 7%decrease in revenues for the year.

Once again, the benefits of a more diverse revenue mix are clear, with the fall in Chartering

revenue being partially offset by increased Investment Advisory revenues.

All KPIs relate to continuing operations.

Robust financial

performance

Revenue

per head

Underlying

operatingprofit

Cash generated

fromoperations

-7% -8% -6% +15%

2025 £141.9m

2024 £152.8m

2023 £152.9m

2025 £345k

2024 £373k

2023 £398k

2025 £15.6m

2024 £16.5m

2023 £20.1m

2025 £5.9m

2024 £5.2m

2023 £22.1m

2025 31.30p

2024 36.62p

2023 46.22p

2025 19.41p

2024 15.65p

2023 15.85p

2025 7p

2024 13p

2023 12p

16 Braemar Plc | Annual Report & Accounts 2025

Number of employees

(average across the year) Number of offices Number of countries

+1% 18 13

Operational

2025 411

2024 409

2023 384

2025 18

2024 16

2023 17

2025 13

2024 11

2023 12

Resilience through diversification

Previously, Braemar had no exposure

to broking LPG cargoes and I was

hired to bring my experience in this

specialist market to the gas desk.

One year later, we have opened

up a new revenue stream to

complement our more mainstream

shipbroking activities.

Our success has been underpinned

by the Braemar culture, with support,

trust and empowerment to build

something new. Looking ahead, we’re

focused on expanding the product

side of the business, increasing deal

flow and continuing to grow our

footprint in this space.

Strategy in Action:

Catriona Rosa (LPG Product Broker)

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 17

Operating Review

Chartering

Dry Cargo

FY 2025 (FY24: £22.1 million)

£21.0m

 5%

Dry cargo revenues decreased by 5%

to £21 million. Although dry bulk carrier

earnings began the 2025 financial

year strongly, all four main bulker sizes

experienced a slowdown by year-end.

Easing of the Panama Canal restrictions,

muted seasonal demand in the fourth

quarter especially from China and

ongoing fleet growth, all put downward

pressure on rates. For the first time

since 2008, the fourth quarter was the

lowest of the year for Capesize time

charter at $18,301/day compared with

$28,128/day in the same quarter a year

earlier. Vessel earnings in the smallest

dry bulk carrier sizes showed the most

resilience, although even the Handysize

underperformed the prior year towards

the end of the year hitting its lowest point

in February since 2020.

Chartering’s revenue decreased by 14% to

£89.4 million from £103.9 million in FY24,

representing 63% of Braemar’s total revenue.

Tankers

FY 2025 (FY24: £54.7 million)

£42.9m

 21%

Tanker revenues were 21% lower than

prior year with freight markets easing

during 2024. With reduced seasonal

demand in the fourth quarter particularly

from weaker Chinese imports, there was

a reduction in crude tanker earnings in

the second half of the year. While the

weakening of refining margins throughout

the year impacted the product tanker

market. The sanctioning by western

governments of tankers involved in

Russian and Iranian trades helped tighten

tanker supply towards the end the year,

partly offsetting the earnings reduction

for crude tankers. The ‘Dark Fleet’ has

continued to extend the economic

lifespan of older tankers and during

2024 shipbuilders delivered the fewest

new tankers so far this century.

Offshore Energy Services

FY 2025 (FY24: £7.9 million)

£9.0m

 14%

Offshore revenues grew to £9.0

million in the year, up 14% from the

prior year. Investment in new offshore

energy projects has boosted marine

activity. Supply constraints drove rate

improvements during the year, particularly

for longer-term fixtures. Additionally, an

increase in offshore sale and purchase

activity, along with growing interest in

newbuildings, has bolstered this year’s

performance. The desk’s forward book

has expanded further and remains strong,

with a positive outlook ahead.

While many shipping

markets continued to

perform well during the

first half of FY25, rates

weakened in the second half

of the financial year. The

usual Tanker rate increase

in the fourth quarter did not

materialise leading to softer

rates at the start of the

2025 calendar year.

Chartering’s Offshore market continued to perform well and

Investment Advisory saw robust results, with strong performances

across both newbuilding and second-hand.

Geopolitical events, sanctions and tariffs are creating some uncertainty

and may have a short-term impact, but we remain confident in the

medium-term outlook for shipping as it adapts to these challenges.

The global fleet continues to grow but at a slower pace. Reduced

shipyard capacity and market uncertainty have resulted in a

slowdown in new ship deliveries and shipowners are extending the

economic lifespan of older ships resulting in an ageing fleet. Once

the uncertainty starts to recede, we believe that we will start to see

activity increase once again.

We now present a summary of our three business segments:

– Chartering

– Investment Advisory

– Risk Advisory

18 Braemar Plc | Annual Report & Accounts 2025

Specialised Tankers

FY 2025 (FY24: £19.2 million)

£16.5m

 14%

*LNG and LPG & Petrochemicals are

subsets of Specialised Tankers

Specialised Tankers revenue decreased

to £16.5 million, 14% lower than the

prior year. The specialised market

faced uncertainty driven by geopolitical

instability, shifting trade routes, and

energy transitions. Ageing fleets and high

newbuild costs should limit oversupply

and support freight rates, but demand

remains unpredictable. Earnings softened

across all major chemical tanker

segments and this trend continued into

Q1 2025, though rates remain significantly

above pre-COVID levels. A number of key

hires were made across our five locations.

LNG

Record levels of newbuild LNG carriers

were delivered during the year, despite

ongoing delays in key infrastructure

projects to increase LNG production

capacity. The influx of new tonnage

coupled with limited demand growth

exerted downward pressure on spot rates.

With shipyards operating at full capacity

and lead times for new orders stretching

out to 2029, newbuild prices remained at

historically high levels. Owners continued

to face the challenge of securing new

tonnage in the short-term to meet

the anticipated increase in demand

once delayed LNG production projects

come online.

LPG & Petrochemicals

The LPG and Petrochemical desk

performed well over the last 12 months,

bolstered by our product broking section.

The desk has had success in securing

new accounts and has invested in further

talent hires to support future growth. The

gas market had a strong year, especially

in Chartering, with increased demand for

larger vessels due to projected growth

in LPG, Ethane, and Ammonia exports.

U.S. petrochemical exports boosted

employment in the sector and kept

shipping markets tight. However, the

smaller LPG and petrochemical market

was less active compared to the previous

year, with fewer available vessels due

to aging fleets, although freight rates

remained strong.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 19

Operating Review continued

Investment

Advisory

Corporate Finance

FY 2025 (FY24: £2.2 million)

£2.3m

 6%

Corporate Finance revenues at

£2.3 million increased marginally from the

previous financial year. Once again, the

year was characterised by shipowners

having significant equity with less reliance

on sourcing debt financing, especially for

second-hand tonnage. However, several

financings were arranged, especially

for Asian, European and Middle Eastern

clients whereby the debt capital was

sourced predominantly from APAC-

based lenders. Continued competition

among maritime financiers combined

with decreasing overall interest rates

has started to create more activity, in

particular for newbuilding projects.

In relation to M&A business, Corporate

Finance was able to successfully expand

into non-maritime sectors like real estate

and industrial production.

Sale & Purchase

FY 2025 (FY24: £23.5 million)

£27.9m

 18%

Sale & Purchase performed strongly with

revenue increasing by 18% to £27.9 million.

Second hand activity was split across

tankers, bulkers and containers with

strong asset values and a high volume

of transactions contributing to a strong

year. This strength was driven by

favourable charter market conditions

and a preference by some owners to

supplement fleet renewal plans with

second hand ships, given the long lead

times and higher costs associated with

newbuilds. The newbuilding order book

continued to grow throughout the year,

with orders placed in China, Korea and

Japan across various segments.

Investment Advisory’s

revenue increased by

17% to £30.2 million

(FY24: £25.7 million),

representing 21% of

the Group’s revenue.

Success through Growth and Leadership

Over the past year, we’ve focused

on building a stronger and more

resilient Sale & Purchase team by

investing in our people and creating

opportunities for growth. We’ve

expanded our global presence,

increased our headcount and

nurtured a culture of collaboration

which has enabled people to thrive.

By empowering brokers at all levels

and broadening our focus to include

more newbuild activity, we’ve

generated strong performance. We’re

now a more dynamic, entrepreneurial

team, driving long-term value for

the business.

Strategy in Action:

David Holland (Global Head of Sale & Purchase)

The strong newbuild market reflected

a mix of environmental compliance

pressure, limited yard space, strong

second-hand prices, and future demand

expectations, all encouraging shipowners

to invest in new tonnage despite higher

costs and extended delivery timelines.

Towards the end of the year, uncertainties

around tariff policy and rules on American

port calls has caused many clients to

pause investment projects, with the

Container markets being hit harder than

other sectors and Tankers and Bulkers

seemingly less affected.

20 Braemar Plc | Annual Report & Accounts 2025

Risk Advisory

Natural Gas Derivatives

The Gas market has experienced another

volatile year, driven by geopolitical

tensions. The performance of the Natural

Gas desk has been consistent with

last year, with a focus on building out

the regulatory foundations in order to

expand into both new markets and new

geographies. Having obtained a UK FCA

approved Organised Trading Facility

(“OTF”) licence shortly after the year-end

and with work already in progress to

secure a European OTF, the desk is well

positioned to grow in the coming years.

Oil Derivatives

Geopolitical tensions continued to drive

crude and oil product markets. Fueloil

derivatives trading remained focused on

Asia, though the team grewits market

share in Europe.

The customer base has expanded

beyond shipping-related hedging to

include banks, refiners, trading firms,

andhedge funds.

Tanker Derivatives

The Tanker FFA market continued to

be volatile yet again throughout the

year. Volumes were up 8.5% across FFA

routes. The ongoing geopolitical tensions,

spanning from Russia-Ukraine to Israel-

Gaza and the Trump presidency mean that

continued growth and volatility is expected

for the remainder of 2025. The Braemar

FFA desk is a joint venture with GFI and

remains the leading global facilitator in wet

freight and LPG FFAs and we will continue

to ensure we remain at the forefront of

market opportunity as it arises.

Dry Cargo Derivatives

Despite weaker-than-expected demand

growth, slower global economic

expansion, and elevated inventory

levels, persistent geopolitical tensions

have helped sustain average freight

rates throughout the sector. Despite the

reduction in trade volumes, the desk has

experienced growth in its client base and

a rising interest in its proprietary pricing

platform, braemarscreen.com, leading to

an increase in overall market share.

Coal

Once again, the Coal desk maintained

its position as the leading provider of

brokering services to the European-

delivered ARA market, which is used to

benchmark the key API2 instrument, the

most traded coal futures contract globally.

Risk Advisory’s revenue decreased by

3% to £22.3 million (FY24: £23.1 million),

representing 16% of total revenue.

Risk Advisory consists of Braemar’s Securities business, made

up of: Dry Cargo FFA, Coal, Natural Gas and Tanker FFA

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 21

Summary Income Statement FY25

– Underlying operating profit £15.6 million

(FY24: £16.5 million).

– Underlying operating profit

(before acquisition-related expenditure)

£16.7 million (FY24: £18.1 million).

– Underlying profit before tax £13.4 million

(FY24: £14.6 million)

– Statutory operating profit £11.2 million

(FY24: £9.0 million).

– Statutory profit before tax £9.2 million

(FY24: £7.5 million).

Underlying Statutory

FY25

£’000

FY24

£’000

% inc/

(Dec)

FY25

£’000

FY24

£’000

% inc/

(Dec)

Revenue 141,860 152,751 (7)% 141,860 152,751 (7)%

Operating profit 15,597 16,548 (6)% 11,173 9,044 24%

Profit before tax 13,433 14,608 (8)% 9,222 7,523 23%

Profit after tax 9,840 10,820 (9)% 6,102 4,624 32%

Earnings per share 31.30p 36.62p (15)% 19.41p 15.65p 24%

Financial Review

The Group delivered

a solid financial

performance for FY25.

While the first-half

performance showed

an improvement on the

prior year, the second-

half was significantly

weaker. The typical

increase in rates usually

seen in the second-half

did not materialise with

Tanker rates actually

weakening. This was

partially offset by a

stronger performance

from Investment

Advisory.

Underlying profit before tax at £13.4 million

was £1.2 million lower than the prior year,

due to the weaker revenue performance

and subsequently lower bonus costs.

At the year end, the Group had a net debt

position of £2.5 million due to adverse

temporary working capital movements,

however this returned to a net cash

position swiftly after year end.

Reflecting the Group’s updated Capital

Allocation Framework, the Group has

revised its dividend policy, and the board

is recommending a final dividend of 2.5

pence, making the full-year dividend 7

pence, a decrease of 46% on the prior

year (FY24: 13 pence). The cash saved

from the lower dividend will be used to

support a share buyback programme

of up to £2 million, maintaining total

shareholder returns.

Against a more challenging

second half, the focus on a more

diversified revenue base clearly

illustrates our growing resilience.

Grant Foley

Group Chief Financial Officer

Diversified

revenue

mix

31.30p

Underlying earnings

per share

22 Braemar Plc | Annual Report & Accounts 2025

FY25

£’000

FY24

£’000

Underlying operating profit before specific items 15,597 16,548

Specific items – Acquisition-related expenditure (3,711) (4,405)

Specific items – Other operating costs (928) (3,182)

Specific items – Other operating income 215 83

Operating profit 11,173 9,044

Revenue

Revenue from continuing operations was

7% lower than the prior year. Chartering

revenues were 14% lower at £89.4 million

(FY24: £103.9 million), primarily due to

weaker Tanker and Dry Cargo rates,

particularly in the second half. Investment

Advisory revenues were £30.2 million

(FY24: £25.7 million), an increase of 17%

with a strong performance from Sale &

Purchase. Risk Advisory was slightly lower

at £22.3 million (FY24: £23.1 million).

The majority of the Group’s revenue is

earned in US dollars and the exchange

rate moved from a low of $1.22/£1 to a

high of $1.34/£1 during the year. Total USD

revenues at $179 million were lower than

the prior year (FY24: $189 million).

At 28 February 2025, the Group held

forward currency contracts to sell $116

million at an average rate of US$1.26/£1.

Operating costs

Operating costs at £124.1 million were £9.9

million lower than the prior year (FY24:

£134.0 million). Staff costs were £9.9 million

lower than the prior year, offset by ongoing

investment in IT and increased professional

fees including in relation to establishing the

UK Organised Trade Facility to drive further

growth in Risk Advisory.

Central costs

Central costs increased by 10% to

£5.6 million (FY24: £5.0 million), primarily

due to increased investment in staff and

office costs.

Specific items

Alternative performance measures

(“APMs”)

Braemar uses APMs as key financial

indicators to assess the performance

of the Group. Management considers

that the APMs used by the Group help

to provide an alternate assessment of

business performance, by excluding items

which management does not believe

relate to business performance in the

period and provide useful information

to investors and other interested parties.

We have separated the impact of

individually material capital transactions,

such as acquisitions and disposals, from

ongoing trading activity to allow a focus

on ongoing operational performance. Our

APMs include underlying operating profit

and underlying earnings per share.

Items that are not considered to be part

of the ongoing trade of the Group have

been presented as specific. These items

are material in both size and/or nature

and we believe may distort understanding

of the underlying performance of the

business if not identified separately.

Details of these items can be found in

Note 2.2 to these Financial Statements.

Acquisition-related expenditure includes

£3.6 million in relation to the acquisition

of Southport Maritime Inc. (FY24: £3.6

million) and £0.7 million (FY24: £nil) within

other operating costs that relates to the

impairment of a right-of-use lease asset.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 23

Net finance costs

Net finance costs for the year increased

by £0.5 million to £2.0 million (FY24: £1.5

million). Interest payable on the Group’s

revolving credit facility reduced slightly to

£2.2 million from £2.4 million as the Group

maintained a lower average drawdown

through the year. This was offset by

finance income decreasing by £0.5 million

due to a £0.3 million gain on derivative

contracts in the prior year.

Balance sheet

Net assets at 28 February 2025 were

£84.2 million an increase of £4.5 million

from the prior year (FY24: £79.6 million).

The year saw an overall decrease in total

assets of £4.2 million, primarily due to an

increase in trade and other receivables

(£3.2 million) offset by a reduction in cash

(£7.5 million).

Total liabilities decreased by £8.7 million,

due to lower trade and other payables,

primarily due to a lower bonus accrual at

the year-end, given the weaker revenue

performance.

Borrowings and cash

At the Balance Sheet date, the Group

had a revolving credit facility with HSBC

of £30.0 million. The facility also provides

access to a global cash pooling facility

in the UK, USA, Germany and Singapore,

which enables efficient management of

liquidity between its main regional hubs.

At the end of the year, the Group had net

debt of £2.5 million (FY24: £1.0 million net

cash), lower than the previous year due

to lower cash receipts towards the end of

the financial year.

Retirement benefits

The Group has a defined benefit pension

scheme, which was closed to new

members during FY16. The scheme has a

surplus of £2.5 million (FY24: surplus £1.4

million), which is recorded on the Balance

Sheet as at 28 February 2025. The most

recent funding valuation was carried out

as at March 2023 and showed a surplus

of £0.3 million.

Taxation

The Group’s underlying effective tax rate

in FY25 was a charge of 27% (FY24: 26%),

slightly higher than the UK corporation tax

rate, reflecting the international operations

of the Group.

Capital management

The Group manages its capital structure

and adjusts it in response to changes

in economic conditions and its capital

needs. To maintain or adjust the capital

structure, the Group may adjust the

dividend payment to shareholders, return

capital to shareholders or issue new

shares and debt instruments. The Group

has a policy of maintaining positive cash

balances, whenever possible, which can

be supported by short-term use of its

revolving credit facility. This is drawn down

as required, to provide cover against

the peaks and troughs in our working

capital requirements.

ESOP Trust

During the year, the Company

requested that SG Kleinwort Hambros

Trust Company (CI) Ltd, as Trustee of the

Company’s ESOP Trust, purchase shares

in Braemar Plc. During the year, a total

of 880,344 shares in the Company were

purchased by the Trustee and 1,600,095

shares were released; as a result, at

28 February 2025, the ESOP held

1,583,460 shares (FY24: 2,303,211 shares).

The total cash outflow as a result of

these share purchases was £2.4 million

(FY24: £6.1 million).

Dividend

The directors are recommending for

approval at the AGM on 2 July 2025, a

final dividend of 2.5 pence per share,

to be paid on 8 September 2025. The

total dividend of 7.0 pence for the year

is covered 4.4 times by the underlying

earnings per share from operations of

31.30 pence. The total cash outflow in

respect of dividends paid during the year

ended 28 February 2025 was £5.5 million

(FY24: £2.4 million).

Going concern

With the trading cash flows generated

during the year, the Group remains in

a robust liquidity position. The Group

will maintain its prudent approach to

working capital forecasting and credit

controls. The Group’s revolving credit

facility was renewed during the financial

year, extending the term to November

2027 and provides the seasonal working

capital that is required. Accordingly, the

accounts have been prepared on a going

concernbasis.

Grant Foley

Group Chief Financial Officer

28 May 2025

Financial Review continued

Operational Excellence

Over the past year, my team’s focus

has been on ensuring Braemar has

the right processes and programmes

in place to support our growth as the

business continues to scale. This has

included strengthening our FX, cash

and tax management, as well as

payroll oversight.

We’ve streamlined operations and

reduced legacy risks following

acquisitions. As a result of these

actions, we’re driving real P&L

savings. These foundations are

critical as Braemar scales and invests

for the future.

Financial Review:

Sukh Chahal (Head of Tax & Treasury)

24 Braemar Plc | Annual Report & Accounts 2025

I am pleased to announce

that despite weaker chartering

conditions in the second half

we have produced another solid

financial performance.

Grant Foley

Group Chief Financial Officer

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 25

The board of directors confirm that, during the year ended 28 February 2025, they have discharged their duties to act in a way that

they believe promotes the long-term success of the Company for the benefit of its members as a whole, while having regard to the

matters set out in section 171 of the Companies Act 2006. This statement sets out how the directors have discharged these duties.

The table below sets out where information can be found about the board’s approach to each of the matters, including:

Duty to promote the success of the Company with regard to: For further details see:

(a) the likely consequences of any decision in the long-term; The Group’s purpose and strategy on pages 3 to 13

Principal decisions page 27

(b) the interests of the Company’s employees ESG report on pages 28 to 40

with suppliers, customers and others

ESG report on pages 28 to 40

(d) the impact of the Company’s operations on the community

and the environment

ESG report on pages 28 to 40

TCFD statement from pages 34 to 35

(e) the desirability of the Company maintaining a reputation

for high standards of business conduct

The Company’s values on page 53

Corporate governance report on pages 51 to 53

(f) the need to act fairly as between members of the Company Corporate governance report on page 53

The board has determined that the Company’s key stakeholders are its employees, clients, shareholders and banking partners.

The views of these stakeholders are considered by the board when principal decisions are taken. The board understands the

importance of effectively engaging with the Company’s key stakeholders, to better understand their views and interests, and to

better consider the potential impact of the directors’ decisions on them. Information on how the Company engaged with various

stakeholders during the year can be found in the ESG Report on pages 28 to 40 and the Corporate Governance Report on page 50

of this Annual Report.

The directors’ duties under Section 172 of the Companies Act 2006 are embedded in all the decisions that the board and its

Committees make, as are a range of other factors, including alignment with the board’s strategy and values. Detail is provided, on

the pages that follow, on the principal decisions taken by the board during the year and how key stakeholders and other matters

set out in section 172 were considered by the board in making these decisions. The overriding duty to promote the success of the

Company for the benefit of the Company’s members is considered in all decision making.

Principal decisions of the board:

Decision Section 172 and stakeholders

Approval of interim dividend of 4.5 pence and recommended a

final dividend of 2.5 pence per share for approval by shareholders

at the 2025 AGM.

• consequences of decisions in the long term

• interests of stakeholders: shareholders

• the need to act fairly as between members of the Company

Appointment of a sole corporate broker and new financial

PR advisers.

• consequences of decisions in the long term

• reputation for high standards of business conduct

• interests of all stakeholder groups

Investment in IT Uplift programme. • consequences of decisions in the long term

• reputation for high standards of business conduct

• interests of all stakeholder groups

Establishment of South Korea office in May 2024

(the Group now has 18 offices globally).

• consequences of decisions in the long term

• interests of all stakeholder groups

Launch of updated Strategic framework. • consequences of decisions in the long term

• interests of all stakeholder groups

Section 172 Statement

26 Braemar Plc | Annual Report & Accounts 2025

Board decision making

in action

Approval of interim dividend of

4.5 pence and recommended a

final dividend of 2.5 pence per share

for approval by shareholders at the

2025 Annual General Meeting.

In November 2024, the board approved

an interim dividend of 4.5 pence per share

in respect of the year ended 28 February

2025, which was paid on 13 January 2025

reflecting robust underlying performance

and the board’s confidence in the outlook

for the Company. When approving the

dividend, the board considered the level

of reserves and the Company’s capital

position, future investment and growth

opportunities and ability to generate

cash flows. As set out in the Strategic

Report on pages 1 to 49, the Group has

revised its dividend policy in line with the

updated strategic framework Capital

Allocation Framework to reflect what the

board considers to be the best use of the

Group’s capital. As a result, the board has

agreed to recommend a well-covered

final dividend of 2.5 pence per share

for approval at the forthcoming Annual

General Meeting on 2 July 2025. Together

with the interim dividend of 4.5 pence per

share, this equates to total dividends per

share for the year of 7 pence (FY24: 13

pence). The cash saved from the lower

dividend will be used to support a share

buyback programme, further details on

the share buyback programme can be

found in the Chairman’s Statement on

pages 6 to 7.

In approving the interim dividend and

recommending the final dividend, the

directors had regard to the interests of

shareholders and the impact on the

Company’s long-term growth strategy.

Appointment of a sole corporate

broker and new financial PR advisers

In August 2024, the board appointed

Canaccord Genuity Limited (“Canaccord”)

as the Group’s sole corporate broker.

Since their appointment, Canaccord

have been working to increase Braemar’s

engagement with investors and potential

investors. In early 2025, Houston Public

Relations Limited (“Houston”) were

appointed by the board to provide financial

PR and communications support. Houston

has been instrumental in the review and

launch of the updated strategic framework

in support of the Company’s growth

strategy. Houston has been leading

Braemar’s financial PR and supporting

Braemar with internal communications.

In making both appointments, the

directors had regard to the interests of all

stakeholders, the Company’s reputation for

high standards of business conduct and

the impact on the Company’s long-term

growth strategy.

Investment in IT Uplift programme

In 2024, the board approved

investmentspend for the IT Uplift

programme; in making this decision the

directors had regard to the interests of

all stakeholders and the impact on the

Company’s long-term growth strategy.

The aim of the programme was to build

a robust and modernising technology to

support the delivery of Braemar’s growth

strategy by modernising systems and

streamlining infrastructure.

As a key pillar of our strategic framework,

the board is focused on driving operational

excellence and the programme has helped

improve broker productivity and delivered

significant cloud cost savings. More detail

on the work to build a modern technology

platform can be found in the employee

spotlight of the Group IT Director on

page 5.

Establishment of South Korea office

in May 2024 (the Group now has 18

offices globally)

In May 2024, the Group opened an office

in Seoul, South Korea. Diversification is

one of Braemar’s three strategic pillars

and this diversification has delivered

resilience. As set out in the Group Chief

Executive Officer’s statement on pages

12 to 13, Braemar has continued to invest

by hiring talented individuals and the

South Korea office now has three brokers.

Maintaining Braemar as an attractive

place to work is a key area of focus and

hiring where it makes economic sense to

do so benefits all stakeholders.

Launch of updated strategic

framework

During FY25, the board undertook a review

of the Company’s strategic framework

and as set out more fully in the Strategic

Report (on pages 6, 7 and 13), the board

has launched an updated strategic

framework. The updated strategic

framework sets out clear operational

targets for FY26 and financial targets for

FY30 to support the delivery of Braemar’s

ongoing growth strategy through

driving diversification, consolidation and

operational excellence. The directors

had regard to the interests of all

stakeholder groups: employees,

clients and shareholders.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 27

Environmental, Social and Governance

(“ESG”) Report

At Braemar, we are

committed to being a

sustainable business,

delivering growth while

creating a positive

impact on society.

We are pleased that throughout the

year our strong performance stemming

from the investment we’ve made in our

people demonstrates that our strategy is

working.

We are a people focused Company,

without whom we would not have a

profitable and sustainable business. Our

people and their development is a key

part of our ESG strategy; to demonstrate

the importance we place on our people

and to ensure their continued growth and

success as part of our business.

As a business within an industry

responsible for between 2% to 4% of

the world’s greenhouse gas (“GHG”)

emissions, we recognise that we have

an important part to play in helping

the industry with the green transition.

We remain true to our ESG purpose

to facilitate climate-smart shipping

and discuss how we are doing that

throughout our report.

Managing the business ethically with

strong governance acts as a guiding

principle for Braemar and the Group

is committed to maintaining these

standards. Throughout the year, we

have strengthened our ESG governance

processes to include an ESG Committee

and a Conduct, Risk & Culture Committee

focused on risks impacting the Group.

Our ESG Strategy outlines how

we will deliver on our purpose to

facilitate climate-smart shipping.

This will help us navigate these

complex issues with clarity and

confidence. We are pleased

to outline our achievements

in this Report.

Grant Foley

Group Chief Financial Officer

and ESG executive sponsor

Delivering

on our

purpose

28 Braemar Plc | Annual Report & Accounts 2025

Purpose

We believe it takes expertise and experience to

secure sustainable returns and mitigate risk in

avolatile world

ESG

Objective

Facilitating climate-smart shipping

SDG

Commitments

People Profit Client Offering Value Chain

Giving our people’s

time, passion

and expertise to

benefit society and

the environment.

Giving a

percentage of our

profit to support

our ESG work.

Incorporating

climate-smart

expertise into our

client services.

Collaborating

with the maritime

industry to achieve

shared ESG goals.

ESG

Resources

Environment Social Governance

Reduce operational

emissions. Achieve net

zero emissions by 2050.

Protect 10,000km

marine biodiversity areas

by 2030.

Facilitate responsible

and sustainable shipping

within theindustry.

Activate global

programmes for bringing

diverse talent into the

workforce.

Think globally, act

locally to drive benefit

for our communities.

Collect data and report

on ESG metrics aligned

to strategy.

ESG

Goals

Our strategy

Here we demonstrate what is important to the business, our key objective and the goals to achieve it.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 29

Environmental, Social and Governance

(“ESG”) Report continued

Our environmental

responsibilities

2024 was a year of

significant progress for

the shipping industry.

The sector made great leaps in

technological advancements in the

space of vessel retrofits, achieving several

world’s first for ammonia as a marine fuel.

The Green Pioneer, a Platform Supply

Vessel (“PSV”) was the world’s first retrofit

of an ammonia dual fuel engine done in

Singapore and subsequently carried out

the world’s first shore-to-ship ammonia

fuel transfer in the first quarter of the

year. The NYK Sakigake, an LNG dual fuel

tugboat, was retrofitted for the use of

ammonia for fuel. Lastly, the NH3 Kraken,

a tugboat, was retrofitted with ammonia

fuel cells, marking the world’s first zero-

emissions vessel retrofit.

The EU Emissions Trading Scheme (“EU

ETS”) was officially put in force for all

vessels calling EU or European Economic

Area (“EEA”). Vessels that call an EU port

will have to surrender either 100% of all

emissions via European Union Allowances

(“EUAs”) for intra EU or EEA voyages

and 50% for all other EU or EEA related

voyages. The regulation is phased in

over three years with 2024 covering 40%

of emissions, 70% in 2025 and 100% in

2026. Additionally, the scope of emissions

for the EU ETS is expanded to include

GHGs like methane (CH4) and nitrous

oxide (N

O). In the same year, Turkey

announced that they will implement

a carbon pricing mechanism for the

maritime industry. The next few years will

see the implementation of several carbon

pricing mechanism for the shipping

industry or an expansion of scope of

existing carbon policies like the Carbon

Intensity Indicator (“CII”) to include GHGs.

30 Braemar Plc | Annual Report & Accounts 2025

3,000

2,500

2,000

1,500

1,000

500

2023

2024

2025

2026

2027

2028

2029

2030

2031

2032

2033

2034

2035

2036

2037

2038

2039

2040

2041

2042

2043

2044

2045

2046

2047

2048

2049

2050

The Marine Environment Protection

Committee (“MEPC”) at the latest

session, MEPC83 voted to push ahead

with the world’s first global carbon levy

programme for the maritime industry. The

GHG Fuel Intensity or GFI, will be put up

for a vote during an extraordinary MEPC

session in October 2025 and if approved,

will be put into force in 2027. The GFI,

adopts a two-tier levy model which will

levy carbon at USD100/t-CO

e (Tier 1)

and USD380/t-CO

e (Tier 2). Additionally,

the policy allows for compliance through

the trading of Surplus Units (“SUs”) which

can be earned through the use of low

carbon fuels or through Remedial Units

(“RUs”) through the International Maritime

Organization (“IMO”). During the April 2025

MEPC session, the short-term measures

were updated for 2030 targets increasing

the Z-factor reduction from 20% to 21.5%

signalling the broad ambition at the IMO

for maritime decarbonisation.

In lockstep with regulators, the industry

has concluded the world’s first green

freight tender led by the Zero Emissions

Maritime Buyer’s Alliance (“ZEMBA”) for

bio-LNG for container shipping. This

tender was won by Hapag Lloyd based

on the Singapore to Rotterdam service.

The vessels on the service will be fuelled

by bio-LNG supplied by Norway’s Gasum.

Building on the success of the first tender

awarded, ZEMBA have now started the

next tender focused on synthetic fuels

or e-fuels.

The maritime industry has made significant

process towards decarbonising the global

shipping fleet, and the upcoming slew of

carbon-related regulations will keep the

positive momentum.

Our direct impact

With Braemar’s position as a broker

we seek to facilitate climate-smart

shipping, aiming to mitigate risk and seek

opportunities to aid our clients in the

green transition, and collaborate within

the industry to do so. Our own impact

does not generate a large amount of

carbon emissions; however, we are

conscious of the responsibility we have in

supporting the industry to transition to a

lower emissions future and play our part

to lower own emissions.

Therefore, as a business we continue

to look for ways to reduce our carbon

footprint, which is a result of energy use

from our offices, employees working from

home and business travel. This year we

have delivered an IT upgrade programme

throughout the business, replacing old

inefficient desktop computers with new

efficient laptops. We expect these to

result in lower emissions over time. Client

relationships are of primary importance

and with that comes the need to travel

to meetings and events. We operate

responsible travel policies with all flights

taken in economy except those over six

hours long.

As in previous years, we have continued

to offset our reported footprint through

the purchase of carbon credits from the

Braemar Offset product via CHOOOSE.

The schemes that these carbon

credits invested in included wind power,

solar photovoltaic projects, conservation

initiatives and biomass/landfill gas projects.

Net zero targets

During the year the Group has developed

its net zero pathway to show reductions

targeted to meet net zero by 2050.

In alignment with the Science-Based

Targets initiative (“SBTi”) methodology,

the Group has set a 90% reduction target

to be achieved by 2050 or sooner. We

have calculated this target from our 2023

baseline data (2,520 tco

e).

The graph below shows our anticipated

pathway with actual emissions reductions

for the past year. The Group predicts that

it will see larger reductions in emissions

after the decarbonisation of the UK

National Grid (estimated at approximately

2040). In the meantime, we will maintain

efforts to reduce energy use through the

roll-out of more efficient IT stock and

reduce business travel emissions.

Streamlined Energy and Carbon

Reporting (“SECR”)

We measure and monitor our energy

and calculate our greenhouse gas

emissions based on the use of gas and

electricity in our offices, car usage for

business purposes and business travel,

as shown in the table below. The data

in this table represents the Group’s GHG

emissions and excludes associates and

the joint venture.

The Group’s total emissions have

decreased by 5.7% to 2377tCO

(FY24: 2520tCO

e). This is mainly due

to decreases in business travel and

electricity consumption.

In line with the SECR requirements, we

calculated, and report consistently each

year, our intensity ratio based on our

emissions per full-time equivalent (“FTE”)

employee, which we consider to be an

appropriate measure for our people-

based business.

Net zero trajectory to 2050

tCO

e Actual

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 31

Braemar Plc – Group energy usage and associated GHG emissions

SECR reporting year – 1 March 2024 to 28 February 2025

Year ended 28 February 2025 Prior year ended 29 February 2024

UK RoW Total UK RoW Total

Energy consumption (kWh)

Gas 0 37,810 37,810 0 39,610 39,610

Electricity 323,915 266,942 590,857 386,691 253,207 639,898

Mileage 1,659 133,480 135,139 788 184,804 185,592

Total energy consumption 325,574 438,232 763,806 387,479 47 7,62 1 865,099

GHG emissions (tCO

Scope 1

Emissions from combustion of gas 0.00 6.93 6.93 0.00 7.1 3 7.1 3

Emissions from combustion of fuel

for the purposes of owned transport 0.40 9.35 9.75 0.19 4.52 4.71

Scope 2

Emissions from purchased electricity

(location-based) 67.07 107. 28 174.35 80.07 108.75 188.82

Scope 3

Emissions from transportation and

distribution(“T&D”) of electricity 22.08 26.02 48.10 6.93 7.56 14.49

Emissions from employees working

from home 12.12 16.02 28.14 7.79 10.95 18.75

Emissions from business travel in rental

carsoremployee-owned vehicles 0.00 29.41 29.41 0.00 40.02 40.02

Emissions from flights 1,368.13 711.71 2,079.84 1,317.40 928.71 2,246.11

Total gross emissions 1,469.80 906.72 2,376.52 1,412.39 1 ,107.64 2,520.03

FTE 205 200 405 208 204 412

Carbon intensity per FTE (tCO2e/fte) 7.17 4.53 5.87 6.79 5.43 6.12

Scope 1 covers direct emissions from owned or

controlled sources.

Scope 2 covers indirect emissions from the

generation of purchased electricity, steam, heating

and cooling consumed by the Group.

Scope 3 includes the following indirect emissions

from the Group’s value chain most material to our

business: business travel, employees working from

home, and transmission and distribution of electricity.

Scope 3 emissions do not currently include

purchased goods and services, waste disposal,

investments or leased assets.

Our carbon footprint has been calculated using the

GHG Protocol Corporate Standard guidelines, using

the UK emission conversion factors produced for

2024 by the UK Department of Business, Energy and

Industrial Strategy (“BEIS”) and Department for the

Environment, Food and Rural Affairs (“DEFRA”). The

model used to calculate the Group’s GHG emissions

was developed by an independent consultant;

however, the data used to populate this model has

not been independently verified.

Scope 3

emission sources

Employees WFH = 48.10tCO

T&D = 28.14 tCO

Car mileage = 29.41 tCO

Flights = 2,079.84 tCO

Total Scope 3 = 2,185.49 tCO

Braemar Plc – Group energy usage

and associated GHG emissions

Scope 1 = 16.68 tCO

Scope 2 = 174.30 tCO

Scope 3 = 2,185.49 tCO

Total carbon footprint = 2,376.47 tCO

Environmental, Social and Governance

(“ESG”) Report continued

32 Braemar Plc | Annual Report & Accounts 2025

The Group is clear that its ESG purpose

is facilitating climate-smart shipping.

We do this by supporting our clients

in navigating both the risks and

opportunities associated with climate

change, the most pressing global issue

that the industry faces.

Primarily, this support focuses on advising

clients on the best alternative fuels for

their ships through highly bespoke case

studies. Other products include our End

of Life and recycling advisory services

to support ship owners to use greener

recycling practices, often changing their

practices towards those which are

not harmful to the local environment

and community.

Our green transition and research

teams provide analysis for our clients

on the transition to the green economy.

This area, however, is highly complex

and operates in uncertain political

and regulatory contexts. Worldwide

jurisdictions apply differing policies

causing added complexity for shipping.

There is much to do within this area

to change practices towards a low

carbon economy. The industry employs

approximately 8 million people worldwide

from seafarers to onshore crew. This

body of people require training to raise

awareness of the issues associated with

alternative fuels, such as ammonia, so

that the right fuel is chosen and used

safely. Braemar is playing its part in this

education by sharing knowledge and

imparting best practice at industry events

and global forums. We are firmly of the

view that decarbonisation has to be just

and equitable and for that to happen

collaboration is imperative.

Alongside our talented broking team,

during the reporting year the Group hired

a dedicated expert to advise clients on

the transition to the green economy. Joey

Ng, Global Head of Decarbonisation and

Fuel Transition, leads on this vital area

from our Singapore office.

Braemar Offset, our carbon footprint

calculation and offset partnership with

the CHOOOSE platform, is now in its third

year. Braemar Offset directly connects

our clients with impactful and verified

climate projects which helps them

play a proactive role in improving their

sustainability and positively accelerate

climate action.

Delivering on our purpose to facilitate climate-smart shipping

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 33

Task Force on Climate-related

Financial Disclosures Report

The following summary sets out how

the Group incorporates climate-related

risks and opportunities into the four

pillars, set out by the TCFD: Governance,

Strategy, Risk Management, and

Metrics and Targets:

This summary includes references to

other sections of this Annual Report

where further disclosures are provided.

of climate change on our business and

better understand the implications of

the financial risk of climate change.

While we are fully consistent with

Governance and Risk recommendations,

the disclosures for the Strategy and

Metrics recommendations are not yet fully

compliant; an explanation is given where

this applies. We are committed to building

towards a report which is fully consistent

with the TCFD-recommended disclosures

in future years.

The Group recognises that the

international shipping sector accounts

for approximately 2% to 4% of worldwide

GHG emissions which presents both risks

and opportunities for our business.

We seek to incorporate the Taskforce

on Climate-related Financial Disclosures

(“TCFD”) recommendations into our

strategic decision making going forward.

We are starting to analyse the impacts

Governance

Describe the board’s oversight of

climate-related risks and opportunities

Principal risks and uncertainties

on page 45

Audit & Risk Committee Report

on page 58

The board has overall responsibility and oversight of climate-related risks and opportunities. It is

informed by the Audit & Risk Committee of risks and opportunities in relation to climate change.

The Audit & Risk Committee reviews the impact of climate-change risks and opportunities and

incorporates these risks and opportunities into the Group’s Risk Management Framework.

The Risk Committee reports to the Audit & Risk Committee via the Group CFO, who has

executive responsibility for risk. Further details on the role and responsibilities of the Audit & Risk

Committee can be found on page 56.

Describe management’s role in assessing

and managing climate-related risks and

opportunities

Principal risks and uncertainties

on page 41 to 49

During FY25 the Group CFO, with the support of the Risk Committee and the ESG Committee,

had overall responsibility for assessing and managing climate-related risks and uncertainties.

With the support of external consultants and internal industry experts, the management team

is kept updated on climate change risks and opportunities throughout the year. To be fully

compliant with this disclosure, going forward, we will conduct a scenario analysis from which

management will discuss the likely climate risks and opportunities to decide those most material

to the business.

Strategy

Describe the climate-related risks

and opportunities the organisation

has identified over the short, medium

and long term

Principal risks and uncertainties

on page 45

The Risk Committee has considered the Group’s climate-related risks and opportunities and has

identified the following relevant timeframes:

Short term: 0–2 years.

Medium term: 3–10 years.

Long term: Beyond 10 years.

Environment and Climate Change has been identified as a principal risk, although it is not

expected to have an impact on financial performance in the short term.

The Group understands the risks and opportunities in relation to relevant legislation impacting the

shipping industry and is well positioned to support and realise the opportunities these present.

To be fully compliant in this area, further work is needed to outline these opportunities in greater

detail over the short, medium and long-term timeframes.

Describe the impact of climate-

related risks and opportunities on the

organisation’s businesses, strategy

and financial planning

Going forward, the Group will outline the impact of climate-related risks and opportunities on the

organisation’s business, strategy and financial planning to ensure full compliance.

The Risk Committee has been tasked with ensuring that the impacts of climate-related risks

and opportunities are assessed in the Group’s business, strategy and financial planning. We will

continue to develop this area throughout the year and provide updates in future reports.

Describe the resilience of the

organisation’s strategy, taking into

consideration different climate-related

scenarios, including a 2°C or lower

scenario

The Group has started to model climate-related scenarios and to assess the resilience of the

organisation’s strategy to these scenarios. It is considered that there is little or no negative impact

in the short term, and this is balanced with possible opportunities.

The Group incorporates various financial scenarios in its strategic modelling, including freight

rates, commodity prices, and foreign exchange rates. While the Company works towards being

compliant with this metric it is putting plans in place to address this during 2025.

Key: Compliant In progress

Environmental, Social and Governance

(“ESG”) Report continued

34 Braemar Plc | Annual Report & Accounts 2025

Risk Management

Describe the organisation’s processes

for identifying and assessing climate-

related risks

The Audit & Risk Committee has responsibility for identifying and monitoring climate-related risks

on an ongoing basis. Further detail on the risk management process can be found on pages 56

to 59.

Describe the organisation’s processes

for managing climate-related risks

The Audit & Risk Committee, with support from the Risk Committee, is responsible for identifying,

monitoring and managing climate-related risks. Further detail on the Audit & Risk Committee’s

responsibilities can be found on pages 56 to 59.

Describe how processes for identifying,

assessing and managing climate-related

risks are integrated into the organisation’s

overall risk management

Principal risks and uncertainties

on page 45

The processes described above are fully integrated into the Group’s overall risk management

processes.

Metrics and Targets

Disclose the metrics used by the

organisation to assess climate-related

risks and opportunities in line with its

strategy and risk management process

Work to develop a set of metrics to demonstrate how we will assess our climate-related risks will

be progressed in FY26. An update on this work will be published in future Annual Reports. These

metrics will be aligned to the Group’s specific climate-related risks as well as the Environment

pillar of the Group’s ESG Framework.

Disclose Scope 1, Scope 2, and, if

appropriate, Scope 3 greenhouse gas

(“GHG”) emissions, and the related risks

The Group has disclosed all mandatory Scope 1 and Scope 2 GHG emissions.

The Group has also disclosed material voluntary Scope 3 emissions, including the GHG

emissions due to employees working from home. No material risks to the Group have been

identified with regard to operational GHG emissions.

Describe the targets used by the

organisation to manage climate-related

risks and opportunities and performance

against targets

The Group has committed to reach net zero by 2050 in line with the UK’s objective for doing so.

The Group continues to offset its carbon footprint on an annual basis through our Braemar Offset

platform in partnership with CHOOOSE. During the year, the Group has outlined its net zero

targets to reach a 90% reduction in GHG emissions by 2050 from a 2024 baseline. These targets

are further outlined in the ESG section on pages 31 to 32.

In its ESG framework, the Group has committed to aligning its climate-related targets to certain

references in the United Nations Sustainable Development Goals (“SDGs”). The references that

are relevant to climate-related risks and opportunities are:

SDG 8.4 Improve Resource Efficiency in Consumption and Production.

The Group is developing targets to improve the energy-efficiency of its offices.

SDG 13.3 Improve education, awareness-raising and human and institutional capacity on climate

change mitigation, adaptation, impact reduction and early warning.

The Braemar view on climate-related financial risks and opportunities

As we journey through this process, we are becoming more aware of both the risks associated with climate change, in terms of the

physical and regulatory effects and, also, the opportunities this presents to a business like ours.

On the one hand, we know that climate change regulation will impact the selling and transportation of some of the goods that we

help our clients ship around the world, such as coal. Over time, some nations will ban this fossil fuel from entering their country, and

we expect a downturn of the amount needed transporting over the long term.

On the other hand, we are presented with opportunities to broker ships that directly support the transition to green energy as well

as for alternative goods needed for the green transition, the increase in the renewables markets and auxiliary services required to

facilitate that, and chartering voyages via zero shipping routes, among others. We currently operate an offset provision service via

Braemar Offset and are developing our services to support clients transition to alternative fuels.

Key:

Compliant In progress

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 35

People

During the year, a

key area of focus for

the People strategy

is the establishment

of a robust global

organisational structure

to support the Group’s

growth strategy,

international expansion

and talent mobility.

This work has been led by the Group

Head of HR, Emma Wright, who joined

the business in September 2023. Emma

brought extensive experience working in

organisations with a global presence.

Global presence and mobility

The Group has continued to strengthen

our presence across key markers and

Braemar’s global presence now includes

18 offices, as we continue to execute on

our growth strategy. A deliberate shift has

been made toward relocating permanent

staff to regions where they would have

previously travelled frequently, reducing

our carbon footprint. This initiative

supports our commitment to placing

the right skill sets in the right locations,

enhancing both operational efficiency and

sustainability, and distributes our expertise

across all global locations.

Values

Braemar continues to operate with a

strong foundation of working ethically,

lawfully, and with professional integrity.

Braemar’s approach goes beyond

results, incorporating its core values and

focusing on employee behaviours such

as operating with integrity, pride, learning

and resilience.

Organisation and structure review

Significant work has been undertaken

to update our organisational frameworks.

In the UK, all employment policies

have been reviewed and updated.

Simultaneously, local handbooks are

being developed to reflect the labour

laws and unique needs of each region

in which we operate.

Environmental, Social and Governance

(“ESG”) Report continued

People focused

Charting a course in shipbroking

After leaving University in 2022, Jay

explored several career paths but

none felt quite right. He knew that

he wanted to work in a client-facing

role and was fortunate enough to

get the opportunity to do some work

experience on the Sale & Purchase

desk, and from there, Jay was hooked.

After joining the Trainee Broker

scheme, Jay spent time in various

departments throughout the

Company including Tankers, Offshore

and Dry Cargo.

“Because of the rotations, I now

know the different desks, markets

and people, which helps me ask the

right questions and feel more part

of the Company.”

The experience gave him a wider

understanding of the Company and

he can now offer clients a more

holistic service by connecting them

with the right people on other desks.

‘Shipbroking is very global, ever-

changing, there’s dynamism and a

lot of variety, and there is always

something to learn.’

Now over a year into his time at

Braemar, Jay is proud of his progress,

the strong relationships he’s built, and

the positive feedback he’s received

from colleagues. He’s excited for what

lies ahead and sees shipbroking as a

long-term career.

“I don’t think I’ll ever hit an

intellectual ceiling here, I’ll always

be learning.”

Employee Spotlight:

Jay Parvin (Trainee Shipbroker)

36 Braemar Plc | Annual Report & Accounts 2025

Employee Spotlight:

Ben Johnson (Head of LPG & Petrochemicals)

Creating a cohesive employee

experience

Efforts are underway to create a more

unified employee experience worldwide.

We continue to review progression

pathways for employees by having clearer

job titles, well-defined responsibilities

and driving greater transparency and

consistency across teams. It is important

that our people regard Braemar as a

great place to work and this is evident

in the high number of employees with

long service with the Group, such as Ben

Johnson (Head of LPG & Petrochemicals).

Diversity

As at 28 February 2025, women

accounted for 25% of our global

workforce, unchanged from FY24.

At board level, we are proud to report

a more balanced gender composition,

with three women and three men.

Employee engagement

– employee voice

During FY25, the Group conducted an

employee engagement survey, the output

from this survey has been reviewed

by management with the HR function.

The action plans to address the survey

findings are being developed with input

from leaders across the business and will

include the launch of a global leadership

and management training for all leaders.

This training is designed to equip all

leaders across the business with the tools

they need to lead and contribute to the

Company’s growth strategy.

People focused

Leading with loyalty and experience

With over 30 years’ experience in

shipbroking, Ben Johnson leads the

LPG & Petrochemicals desk at Braemar

with the same energy and curiosity

that first brought him into the business.

He likes to keep busy, and at Braemar

found a role that’s done just that. His

professional life is underpinned by

loyalty, opportunity, and teamwork.

At Braemar, Ben has grown from the

“tea boy” to running a team of nine

in London — seven brokers and two

operations professionals. He takes

pride in the deals they’ve been able

to do, particularly those that are very

technical and in-depth, which are the

most rewarding.

“I’ve stayed at Braemar because of

the friendships and the opportunities

– it’s a place that’s allowed me to

grow professionally.”

The shipping industry has evolved

dramatically during his time, technology

now drives speed and responsiveness,

and the industry has professionalised

with more reporting and analytics. For

Ben, adaptability has been key. He’s

helped clients navigate big shifts: from

carbon reduction requirements,

through geopolitical upheavals like

the war in Ukraine, and new taxation

and regulations impacting global

supply chains.

“When things change, one

consequence is that it can open up

new and different opportunities.”

What’s stayed constant is Ben’s core

approach: professionalism, honesty,

and patience: “Everyone expects

everything instantaneously now –

any time of the day or night – and

you have to adapt to that”. Whether

dealing with varying personal or cultural

nuances, his emphasis on integrity and

clear communication underpins his

success.

His advice for aspiring brokers is clear:

“Have good manners, a strong work

ethic, and patience — and be ready

to put in the time.”

Talent attraction and retention

As a people-driven business, attracting

and retaining top talent remains one of

our key strategic priorities. The Trainee

Broker Programme features as a key

Employee support and training

To ensure consistency in the onboarding

and offboarding process, the HR Function

(with support from the Compliance

function) launched a comprehensive

induction programme in FY25. The

improved process includes structured

introductions to key support functions

and key contacts across the business,

tailored by department and location.

Health and well-being

Supporting employee well-being remains

a priority. We have introduced a health

cash plan that includes access to

services such as chiropractic care. In

addition, a new mental health pathway

and an employee assistance programme

have been rolled out to ensure holistic

support is available to all staff.

part of our organic growth strategy.

Following the success of our 2023

intake, an interim recruitment day was

held in March 2025, with eight new

trainees expected to join the Group

in September 2025. Over a six month

period, trainees will spend some time

with each desk across the business

and will be assigned a designated

mentor to support them through the

scheme and their development. As

we are committed to learning and

development, trainees are also offered

sponsorship to complete the Institute

of Chartered Shipbrokers diploma as

part the programme.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 37

Social

Impact

The Group encourages

employees to make a

positive impact.

In FY25, five employees from the Sale &

Purchase desk and one from Legal took

part in the 24 Peaks Challenge in support

of The Seafarers’ Charity. The team

trekked 24 peaks in record time (a total of

15 hours and 40 minutes), demonstrating

both endurance and commitment to a

cause closely aligned with our industry. In

total, they fundraised just under £10,000

which was matched by Braemar, allowing

for a total of £20,000 to be donated to

the charity.

Continuing a much-loved tradition, we

once again launched our ‘Advent Calendar

of Charities’ in December 2024. As in

previous years, the initiative saw £25,700

donated to charities that hold personal

significance for our employees. Each day,

through a random selection process, an

employee was chosen to nominate a

charity of their choice to receive £1,000

on their behalf. On Christmas eve, this

amount was increased to £2,000.

This initiative reflects our ongoing

commitment to charities that are

meaningful to our people, supporting a

wide range of causes, including: cancer

research, poverty alleviation, tackling

homelessness and wildlife conservation.

The organisations supported by this

initiative ranged from local community

organisations to international relief efforts.

Environmental, Social and Governance

(“ESG”) Report continued

Employees pictured following successful

completion of the 24 Peaks Challenge.

38 Braemar Plc | Annual Report & Accounts 2025

Governance

Throughout the year,

we have focused on

delivering operational

excellence (a key

component of our

strategic framework)

with a particular focus on

developing committees

to support conduct,

compliance and ESG.

This is integral to further building resilience

within the firm for the benefit of all

stakeholders, as well as upholding our risk

management and mitigation processes.

More detail on our corporate governance

arrangements and key governance

activities during the year can be found

in the Governance report on pages 50

to 78.

Elizabeth Gooch, independent non-

executive and senior independent director,

is responsible for oversight of our ESG

framework. Group Chief Financial Officer,

Grant Foley, is the ESG executive sponsor.

Environment, Social & Governance

(“ESG”) Committee

A new ESG Committee was established

during FY25 with a mandate to

strengthen Braemar’s ESG efforts in

alignment with the Company’s values.

The Committee’s focus areas in the

forthcoming year include: establishing key

charity partnerships, providing support

in the development and execution of

Braemar’s People strategy and ensuring

the Group is well positioned to meet

mandatory sustainability reporting

requirements. Chaired by the Group CFO

(the Committee’s membership comprises

dedicated ESG ‘Champions’ drawn from

various areas across the business.

The ESG Committee will provide

regular updates to the board and the

Executive Committee.

Last year we built further capacity and

capability within the Compliance function.

Investment in this area will continue

during 2025.

The mandatory training programme

starts at induction for new employees,

with all employees retrained on all key

compliance policies every six months,

these policies include: Anti-Bribery and

Corruption, Anti-Tax Evasion, Anti-Fraud,

Anti-Money Laundering/Know Your

Customer and Gifts and Entertainment.

Employees continue to be supported

by an externally provided telephone

line to report any incidents under our

Whistleblowing Policy, and by the Group’s

internal training programme. As part of

employee onboarding, new joiners must

complete our Governance Framework

training which covers all our key policies.

We are committed to protecting human

rights and ensuring there is no slavery

or human trafficking in our business or

supply chain. There is a clear statement

of our intent on our website

www.braemar.com.

Further details of the Group’s compliance

with the UK Corporate Governance

Code can be found in the Corporate

Governance Report on pages 50 to 78

of this Annual Report.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 39

Non-Financial

Information

Statement

Braemar presents its non-financial information

statement in compliance with sections 414CA and

414CB of the Companies Act 2006. We explain here

where you can find further information on how we

act responsibly in relation to our employees, wider

society and the environment.

Reporting requirement

Key policies and standards

(which include relevant due diligence requirements) Further information

Environmental matters – Health, safety and environmental Refer to the ESG Report on pages 28 to 39.

Our employees – Employee handbook

– Whistleblowing

– Health and safety

Refer to the ESG Report on pages 36 to 37.

Social matters Refer to the ESG Report on page 38.

Human rights – Anti-slavery

– GDPR

Refer to the ESG Report on page 39.

Anti-bribery

and corruption

– Anti-Bribery and Corruption

– Anti-Tax Evasion

– Anti-Fraud

– Anti-Money Laundering/Know Your Customer

– Entertainment, Meals and Gifts

Refer to the ESG Report on page 39.

Our business model For more information, refer to pages 10 to 11.

Principal risks –

riskmanagement

For more information, refer to pages 41 to 49.

Non-financial key

performance indicators

Refer to page 17 for the non-financial key

performance indicators.

40 Braemar Plc | Annual Report & Accounts 2025

Principal Risks

and Uncertainties

for the year ended 28 February 2025

Risk management

Effective risk management forms an

integral part of how we operate. It is

essential for delivering our strategic

objectives as well as protecting our

relationships and reputation.

The Group’s risk management

framework

Risk awareness is a key element of

Braemar’s organisational culture at all

levels and is key in managing risks to our

business, helping to ensure the process

of risk identification, assessment and

response is embedded within daily

operational and functional activities

across the Group.

The board is responsible for managing

the Group’s risks, overseeing the internal

control framework, and determining the

nature and extent of the principal risks

the Group is willing to take to achieve

its long-term objectives. The Group’s

risk management and internal control

frameworks are continually monitored

and reviewed by the board and the Audit

& Risk Committee, with support from the

Risk Committee. The board is committed

to maintaining the highest standards of

conduct in all aspects of its business,

but in considering the other matters set

out in Section 172 of the Companies Act

2006, the directors are mindful that the

approach must be balanced with both

employee interests and the Group’s need

to foster business relationships. Group

policies and procedures have been

designed to ensure that the level of risk to

which the Group is exposed is consistent

with the Group’s risk appetite and aligned

with the Group’s long-term strategy.

Reporting to the Chair of the Audit &

Risk Committee and administratively to

the Chief Financial Officer, the Head of

Internal Audit and Risk leads the Internal

Audit and Risk Management function.

Risk management process

The Group’s Risk management

framework incorporates both bottom-up

and top-down identification, evaluation,

and management of risks. Within our

framework:

– senior management has initial

responsibility for identifying, monitoring,

and updating business risks; while

– the management teams of group IT,

HR, Legal, Compliance and Finance

assess their respective functions for

operational and functional risks not

identified by senior management.

The Group’s risk management framework

is managed via an online system which

is accessible to the senior management

team and operational and functional

management teams globally. The

system’s functionality has allowed for

enhanced monitoring and reporting

automation. The system allows for:

– Group-wide real-time updating,

– Distribution and completion of

periodic internal control self-

assessment surveys,

– Ongoing monitoring of risks and

mitigation activities at Group,

operational, and functional levels, and

– Risk management reporting at Group,

regional, and company location levels.

The Group’s risk management framework

considers both the likelihood and the

impact of identified risks materialising.

Risks are mitigated, where possible, by

the implementation of control activities,

which are evaluated as part of the risk-

based internal audit plan to determine

their effectiveness in mitigating or

reducing risk to acceptable levels.

All identified risks are aggregated and

reviewed to assess their impact on the

Group’s strategic objectives and the

resources required to manage them

effectively. Principal risks are aggregated

together with associated issues or areas

of uncertainty. Inherent risks can be

significant, but our control processes

and management actions reduce the

risk level.

The risk management process evaluates

the timescale over which new or

emerging risks may occur. The risk

management process also considers

the potential impact and likelihood of

risks, as well as the timescale over which

risks may occur. The outcome of this

process is then reviewed with further

consideration and assessment provided

by the Risk Committee, the Audit & Risk

Committee, and the board.

Oversight and evaluation of the

effectiveness of Braemar’s risk

management framework is led by

the Group Chief Financial Officer,

supported by the Risk Committee whose

membership includes the Company

Secretary, Head of Internal Audit and

Risk and Head of Compliance, and

representatives of other functions and

locations of the business. The Risk

Committee monitors risks regularly,

taking into consideration the appetite,

tolerance, and potential impact for

specific risks on the Group.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 41

Principal Risks and Uncertainties continued

Group risk governance

Risk governance includes principal, operational and emerging risks

Executive Committee

– Identifies strategic risks.

– Assesses level of risk related to

achieving strategic objectives.

– Oversees execution and

implementation of mitigations into

strategic and operating plans.

Board of directors

– Reviews and approves risk management and internal control systems.

– Determines the nature and extent of principal risks.

– Monitors exposures to ensure their nature and extent are aligned with Braemar’s goals

and strategic objectives.

– Sets the tone for developing and embedding a risk-aware mindset into Braemar’s

organisational culture.

Operational and functional business areas

– Perform risk identification and assessment across operational and functional areas.

– Embed risk mitigation and internal controls monitoring across functional areas and regions.

– Embed risk awareness culture in day-to-day processes and operations.

Audit & Risk Committee

– Supports the board in monitoring risk

exposures against risk appetite.

– Reviews the effectiveness of Braemar’s

risk management and internal control

systems.

Risk Committee

– Supports the Audit & Risk Committee

in evaluating the effectiveness of

risk mitigation strategies and internal

controls implemented by management.

Top-down

Oversight, identification,

assessment, and mitigation

of risk at Group level.

Bottom-up

Identification, assessment

and mitigation of risk across

Braemar’s operational and

functional areas.

Principal risks

The principal risks which may impact the

Group’s ability to execute its strategic

objectives have remained unchanged

since 2024. The risks that follow, while

not exhaustive, are those principal risks

which we believe could have the greatest

impact on our business and have been

discussed at meetings of the board, the

Risk Committee and the Audit & Risk

Committee. The board reviews these risks

in the knowledge that currently unknown,

non-existent or immaterial risks could

turn out to be significant in the future

and confirms that a robust assessment

has been performed. The Audit & Risk

Committee reviews and approves

the principal risks and any related

mitigation plans.

In today’s increasingly complex and

volatile global environment, Braemar

recognises the heightened risks and

uncertainties that impact its operations.

Geopolitical and economic uncertainty,

economic fluctuations, and an evolving

regulatory landscape contributes to a

challenging risk management landscape.

We remain committed to proactively

identifying, assessing, and mitigating

these risks to ensure the resilience and

sustainability of our business.

Risk mitigation

As part of our risk management process,

the Group takes various measures to

mitigate risk throughout the year. These

measures include:

– Ongoing periodic review and updating

of policies and procedures, including

AML and KYC, to enhance/strengthen

the Group’s Governance Framework,

with ongoing monitoring of employee

training completion rates.

– A signature authorisation and

delegation of authority policy,

complemented by independent

assurance activities.

– Usage of common finance, HR and

operations systems across the Group

supported by our IT team.

– Strategic recruitment supported by

the Group HR team.

– Establishment of board-approved

Group budgets with ongoing

performance monitoring against

budgets/reforecasts and investigation

of significant variances.

– Regular reporting of treasury

management activity to the board by

the Group Chief Financial Officer.

– Ongoing monitoring of contractual risk

by the Group Legal team.

– Operation of the Group’s whistleblowing

procedure.

– Maintenance of appropriate

insurance cover.

– Continued investment in information

technology and cyber security to

strengthen security policies, technical

and operational controls, skilled

resources and up-to-date training

dedicated to the prevention of

cybercrime.

– Compliance systems and processes

used to manage the risk of financial

crime and sanctions breaches in an

increasingly complex environment.

Regular functional reporting of existing

department risks, emerging risks and the

status of ongoing mitigation measures.

42 Braemar Plc | Annual Report & Accounts 2025

Key:

Increased Decreased No change

Principal risks

The directors have carried out an assessment of the principal and emerging risks facing the Group. The most significant risks to

which the board considers the Group is exposed, based on the evaluation process described in the Group’s risk management

framework are set out below.

Risk Summary of impact Mitigating control and management actions

Net risk

change

Competition risk and market consolidation

Competition in the shipping

industry is becoming

increasingly intense,

and there is a growing

trend towards market

consolidation, and hiring

established brokers as

companies seek to gain

scale and reduce costs.

Loss of established brokers could

impact revenues. Increasing

consolidation could impact the

Group’s M&A strategy for growth.

• Maintain a geographically diverse and

balanced shipbroking and securities offering

to prevent overreliance on a single supplier,

location or revenue stream.

• Quarterly horizon-scanning exercises are

conducted by the leadership team to assess

emerging trends in the market and identify

areas of the business that could be targeted

by competitors.

Cybercrime/data security

Cybercrime could result in

loss of business assets or

disruption to the Group’s IT

systems and its business.

Lack of appropriate data

security could result in loss

of data.

Loss of service and associated loss

of revenue.

Reputational damage.

Potential for material losses

due to fraud or phishing.

• Developed a two-year Security & Resilience

Strategy with board-level approval.

Implementation of a robust set of risk controls

through adoption of the National Institute

of Standards & Technology (“NIST”) Cyber

Security Framework and ISO 27001 Standard.

• IT processes prioritise cyber security through

regular penetration testing, endpoint protection,

firewalls, a trusted third-party software-

defined wide area networking (“SD-WAN”)

solution, software patching, frequent complex

password changes, MFA, strict access control

procedures, and tested IT Disaster Recovery

Plans.

• Outsourced Security Operations Centre

(“SOC”) supporting the wider cyber security

control environment by providing 24x7

monitoring, enhanced threat detection and

response capabilities, reduced incident impact

through continuous monitoring, ensuring faster

remediation by centralising security operations.

Cyber due diligence for third-party risk to

evaluate the security posture of vendors and

identify vulnerabilities, prevent unauthorised

access, and mitigate exposure to cybercrime

through external attack vendors.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 43

Principal Risks and Uncertainties continued

Risk Summary of impact Mitigating control and management actions

Net risk

change

Geopolitical and macroeconomic

Braemar’s businesses are

reliant on global trade flows

and may be negatively

impacted by geopolitical

and/or macroeconomic

issues, such as changes in

crude oil price, restrictions

in global trade due to

pandemics sanctions,

and changes in supply

and demand.

A downturn in the world economy

could affect transaction volumes,

resulting in reduced revenue.

Changes in shipping rates and/or

changes in the demand or pricing

of commodities could affect global

supply activity.

Note:

The continued conflict between

Russia and Ukraine together

with the fast-changing global

sanctions regime has increased

the potential impact of risks

associated with both geopolitical

and/or macroeconomic issues and

compliance with relevant laws and

regulations.

Political change, ongoing regional

conflicts, increased trade tensions,

the uncertainty in US tariffs and

sanctions have heightened

geopolitical and macroeconomic

risks. These developments can

lead to increased volatility in

international markets, affecting

trade relationships, investment

decisions, and economic

stability worldwide.

• Diversification on a sector and geographic

basis reduces dependency on individual

business areas.

• Monthly performance review of each business

area in each region to ensure the Group is

appropriately resourced across its activities

and geographies.

• Ongoing management of costs based on

current and reasonably foreseeable market

conditions. The brokers’ bonus is based on

profits and is therefore responsive to market

swings.

• Enhanced KYC procedures and ongoing

monitoring of compliance with governance

policies, sanctions, and other legal / regulatory

requirements across the Group to help ensure

laws and regulations are not breached.

• The diverse service offering, led by experts

in their fields, means the Group is in the best

position to find new opportunities in volatile

market conditions and able to take advantage

of market turnarounds.

Compliance with laws and regulations

Braemar generates

revenues from a global

business that exposes the

Group to risks associated

with legal and regulatory

requirements.

Legal and regulatory breaches

could result in fines, and sanctions

being imposed on our business,

and the loss of Braemar’s ability to

continue operating.

Failure to meet all reporting

obligations could lead to

reputational damage which

could then lead to loss of revenue

and staff.

The associated risk relating to

the increasingly complex and

fast-moving sanctions regime is

identified as a separate standalone

principal risk, ‘Sanctions and

trade restrictions’.

• Group-wide training programme, to help

ensure employee awareness of, and

compliance with, all relevant legal and

regulatory obligations:

• Braemar corporate governance framework;

• Braemar risk management methodology;

• Compliance with our policies, including our

AML/KYC policies’ (enhanced) customer

due diligence requirements; and

• Enhanced KYC procedures and ongoing

monitoring of compliance with governance

policies and legal/regulatory requirements

across the Group to help ensure

requirements are not breached.

• A global network of legal advisers is used for

expert advice on complex and/or regional

matters, where applicable.

• For the Securities business, lexicons and

transcripts from communication monitoring

solutions are regularly reviewed to detect any

potential inappropriateness or wrongdoing.

• Gifts received and issued are recorded on

a Gifts Register which is reviewed by the

Compliance function against tiered approval

thresholds.

44 Braemar Plc | Annual Report & Accounts 2025

Risk Summary of impact Mitigating control and management actions

Net risk

change

Currency fluctuations

The Group is exposed

to foreign exchange risk

because a large proportion

of its revenue is generated

in US dollars while its

cost base is in multiple

currencies.

The increase in risk is driven

by heightened geopolitical

volatility

A change in exchange rates could

result in a financial gain or loss.

• The Group hedges in accordance with the

Hedging Strategy. Forward currency (US$)

contracts are entered into to mitigate the risk

of adverse currency movements.

• Hedging performance is regularly reported

into the Executive Committee, board and

other relevant governance structures.

Disruptive technology

Shipbroking is still

largely a business that is

transacted via personal

relationships dependent

on quality service. Hence

the risk of technological

change (including

artificial intelligence),

disintermediation and

increased customer

demands for enhanced

technological offerings

could render aspects of our

current services obsolete,

potentially resulting in loss

of customers.

Relationships could be devalued

and replaced by disruptive

technology platforms, resulting in

increased competition, consequent

price reductions, and loss

of revenue.

• Investment in technology through partnering

with best-in-class providers, such as

Zuma Labs.

• Quarterly horizon-scanning exercises are

conducted by the leadership team which aim

to identify emerging trends and disruptive

forces in this area while monitoring the

competitive landscape.

Environment and climate change

Seaborne transportation

is estimated to create

approximately 3% of the

world’s carbon emissions

and there will be increased

pressure to reduce that

in future years. Failure to

monitor and address the

risks associated with that

reduction process could

result in loss of revenue for

Braemar and its customers

and counterparties

The Groups profitability and liquidity

could be negatively impacted if

customers are lost as a result of

our not keeping pace with our

peers and industry best practice.

Non-compliance with regulations

or disclosure requirements could

result in fines or penalties.

Failure to appropriately monitor

and mitigate these risks could

lead to Braemar suffering serious

reputational damage.

Note:

Management does not expect

climate-related risks to have a

material impact on the Group’s

short-term financial performance.

• Investment in the offshore renewables market

and technology to allow the Group and its

clients to offset carbon emissions.

• Ongoing development and ESG strategy

which allows the Group to monitor and report

on environmental and climate-related risks.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 45

Risk Summary of impact Mitigating control and management actions

Net risk

change

Integration risk

Braemar’s shipbroking-

focused growth strategy

makes use of strategic hires

and acquisitions to increase

the size of the business.

Integrating and aligning

any new acquisition with

the Group poses various

challenges from an

operational and financial

perspective.

Inefficiencies and/or reduced

expected synergies realised after

integrating new acquisitions into

the Group and aligning them with

the respective Group strategies.

• Performance of new business is monitored

through regular dialogue with relevant

business leaders.

• Focus on alignment of systems, processes

and teams to optimise efficiencies and

support synergy realisation.

• Compliance and legal mechanisms are in

place to ensure the purchase meets any

relevant regulatory requirements and the

target company aligns appropriately with the

relevant Group values.

• Prioritisation of identified growth opportunities

to ensure resources are appropriately

allocated to opportunities with the best

potential return on investment.

People and culture

Braemar is a people-based

business and people are

vital to its success.

Inadequate policies and

reward structures could

incentivise negative

behaviours, create internal

conflict, lead to reputational

damage, and contribute to

failure in attracting and/or

retaining skilled personnel.

Failure to adapt to, or align

with, market expectations,

including the offering of

flexible or hybrid working

arrangements, could result

in the inability to attract and

retain skilled personnel.

Lack of appropriate

consideration of

environmental and wider

social issues could also

contribute to the inability

to attract and retain skilled

personnel.

Employee relations claims/litigation/

tribunals attribute to negative

behaviours or actions, increases

the potential for reputational

damage because of negative

publicity in the public domain.

Loss of key staff could result in

reduced revenue.

Strategic growth objectives

may not be achieved if Braemar

fails to attract and retain valued

employees.

• Review of HR policies, to ensure behavioural

expectations and employment practices for

managers and employees are clearly defined.

• Ongoing development of a culture of

engagement and professional development,

including implementation of performance

management objectives, clearly defined

pathways for career progression, and

succession planning at senior management

levels.

• Annual review of compensation with external

benchmarking helps to ensure remuneration

packages continue to be appropriate and

competitive.

Principal Risks and Uncertainties continued

46 Braemar Plc | Annual Report & Accounts 2025

Risk Summary of impact Mitigating control and management actions

Net risk

change

Sanctions and trade restrictions

Braemar operates in

a global landscape of

international and financial

sanctions with a variety

of associated compliance

requirements.

Conducting business with

sanctioned entities, through

sanctioned regions and facilitating

transport of sanctioned goods

will lead to non-compliance with

sanctioned regimes resulting

in financial penalties/fines and

reputational damage.

Note:

Increased scrutiny from regulatory

bodies and rising geopolitical and

macroeconomic issues, including

the continued Russia/Ukraine and

conflict, has increased the potential

impact of risks associated with

breaches of sanctions and trade

restriction requirements.

• KYC procedures performed by the Group

Compliance teams with support from the

Legal team and Braemar’s global network of

legal advisers.

• Through strategic and targeted recruitment,

increasing our in-house KYC and sanctions-

monitoring capabilities enhances our ability to

navigate the intricate landscape of sanctions

regulations and mitigate associated risks

within our business operations.

• Technology solutions used to optimise the

efficiency of sanctions screening performed.

• External assurance providers performing

internal audit reviews over the sanctions

process and validating the implementation

of recommendations previously raised to

management.

• Targeted training programme aimed at

management and senior desk heads to

further raise awareness of, and compliance

with, all relevant legal and regulatory

obligations.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 47

Internal audit

The Group’s internal audit function is

monitored and reviewed by the Audit

& Risk Committee, to ensure that the

Group’s risk management and internal

control processes are working effectively.

A detailed description of the Group’s

internal audit function can be found on

page 59 of this Annual Report.

Going concern

The Group generated net cash from

operating activities of £5.9 million in

the year, above the £5.2 million in the

prior year. Although the business had a

modest net debt position at the end of

the year of £2.5 million (FY24: £1.0 million

net cash), due to the timing of certain

working capital items. Given the ongoing

geopolitical uncertainty, the Group has

started the year slower than the prior

year, however, the fundamentals of the

business and industry remain strong and

the directors believe that the Group

is well positioned to manage its risks

going forward.

A more detailed analysis of the risks

facing the business is outlined in Note 1

(see page 148). The analysis concludes

that there is no material uncertainty

relating to going concern, based on

cash flow forecast for a 15-month period

from the signing of these accounts

to 31 August 2026. The directors have

a reasonable expectation that the

Company and Group have adequate

resources to continue to trade for at

least twelve months from the date of the

approval of these Financial Statements

and for this reason they continue to adopt

the going concern basis in preparing the

Financial Statements.

Principal Risks and Uncertainties continued

Viability statement

In accordance with the UK Corporate

Governance Code, the directors have

assessed the prospects of the Group

over a period of four years, which they

believe is an appropriate period based

on the Group’s current financial position,

banking facilities, budgets and forecasts,

strategy, principal risks, and exposure to

potentially volatile market forces.

In recent years, during the COVID

pandemic and delayed publication of

the FY23 annual report and accounts,

the Group’s bankers, HSBC, have been

highly supportive. The Group met all of its

financial covenant tests during the year

and is confident that it will continue to

do so.

The facilities with HSBC expire in

November 2027, and more detail can be

found in Note 1 to the FinancialStatements

on page 148 of this report. The viability

assessment has been carried out over a

four-year period from the balance sheet

date to 28 February 2029, by which time

new banking facilities will need to have

been concluded. It therefore assumes

that similar banking facilities will be made

available to the Group for the whole of

this time. The directors’ assessment

considers those current facility terms and

includes a review of the financial impact

of significant adverse scenarios.

In generating those scenarios,

consideration was also given to the

following risks to the business that have

been identified in this Report on pages 41

to 49 as new or increasing:

Competition risk and market

consolidation

Competition in the shipping industry

is becoming increasingly intense, and

there is a growing trend towards market

consolidation, as companies seek

to gain scale and reduce costs. Loss

of established brokers could impact

revenues. Increasing consolidation could

impact the Group’s M&A strategy for

growth. Quarterly horizon-scanning

exercises are conducted by the

leadership team to assess emerging

trends in the market and identify areas

of the business that could be targeted

by competitors.

Cybercrime and data security

Cybercrime could result in loss of

business assets or disruption to the

Group’s IT systems and its business.

Lack of appropriate data security could

result in loss of data. Loss of service and

associated loss of revenue. Reputational

damage. Potential for material losses

due to fraud or phishing. To address the

persistent threat of cyber-attacks, and

to enhance security measures already in

place, Braemar has developed a two-year

Security & Resilience Strategy with Board

level approval. Implementing a robust

set of risk controls through adoption

of the National Institute of Standards

& Technology (NIST) Cyber Security

Framework and ISO 27001 Standard.

Our Security Operations Centre (SOC)

supports the wider cyber security control

environment, providing 24x7 monitoring.

Geopolitical and macroeconomic

Braemar’s businesses are reliant on

global trade flows and as such may be

negatively impacted by geopolitical and/

or macroeconomic issues. A downturn

in the world economy could affect

transaction volumes, resulting in reduced

revenue. Changes in shipping rates and/

or changes in the demand or pricing of

commodities could affect global supply

activity. Political change, ongoing regional

conflicts, increased trade tensions, the

uncertainty in US tariffs and sanctions

have heightened geopolitical and

macroeconomic risks.

Currency fluctuations

The Group is exposed to foreign

exchange risk because a large proportion

of its revenue is generated in US

dollars while its cost base is in multiple

currencies. The increase in risk is driven

by heightened geopolitical volatility.

48 Braemar Plc | Annual Report & Accounts 2025

People and Culture

Braemar is a people-based business and

people are vital to its success. Inadequate

policies and reward structures could

incentivise negative behaviors, create

internal conflict, lead to reputational

damage, and contribute to failure

in attracting and/or retaining skilled

personnel.

Revenue was chosen as the main variable

in generating the adverse scenarios

as there are no costs of sale within

the business and the remaining costs

are largely fixed or made up of bonus

pools which will vary in line with the

levels of revenue. Set against those falls

in revenue is the likely effectiveness of

potential mitigations that are reasonably

believed to be available to the Group over

this period.

In considering these potential mitigations,

the board was mindful of its duties

under Section 172 of the Companies

Act 2006 and considered the potentially

competing interests of different

stakeholder groups and the potential

long-term consequences of the actions,

including the use of funds for employee

remuneration (and the role this plays in

the retention of staff), paying dividends,

making investments and repaying debt.

The assessment involves the production

of cash flow forecasts designed to

assess the ability of the Group to

operate both within the banking facility

covenants and liquidity headroom. The

main downside sensitivities used were

annual revenue reductions of 7.5% and

15% (both excluding forward order book)

from May 2025 to July 2026 and stabilised

thereafter. Under the 7.5% case the board

concluded that with only very minor cost-

saving or cash management mitigations

available to it, the Group could continue

to operate under the current banking

facilities over the period. Under the 15%

case certain additional cost saving and

cash mitigation actions were required to

allow the Group to continue to operate

within the current banking facilities, all of

which were within the board’s control.

The assessment also incorporated a

“reverse stress test” which was designed

to identify scenarios under which the

Group’s banking facilities would be

inadequate to continue as a going

concern despite using all the mitigating

options available. The result of this test

shows that all available mitigations would

be exhausted, and facilities breached if

there was approximately a 32% (excluding

forward order book) decrease in forecast

revenue from May 2025 through to July

2026.

The directors have concluded that whilst

future outcomes cannot be guaranteed

or predicted with certainty the revenue

and operating margin scenarios that

would lead to such a failure are highly

unlikely. They also noted that the facility

headroom in terms of liquidity remained

adequate even under the reverse

stress test conditions and that it was

the leverage covenant which would be

breached if revenue fell by more than

32% (excluding forward order book) and

then only during 2026.

There is no evidence indicating that

revenues will fall to levels indicated in this

test and that the likelihood is therefore

remote and that there is therefore no

material uncertainty in this regard, nor

any impact on the basis of preparation

of the Financial Statements. There is also

a reasonable expectation that the Group

will be able to continue in operation and

meet its liabilities as they fall due over the

next four financial years.

This Strategic Report was approved by

the board of directors on 28 May 2025.

Signed on behalf of the

board of directors by:

Grant Foley

Group Chief Financial Officer

28 May 2025

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 49

Corporate Governance Report

UK Corporate Governance Code

Compliance statement

The UK Corporate Governance Code

2018 (the “Code”) applied to the financial

year ended 28 February 2025; a copy of

the Code is available at www.frc.org.uk.

The directors report seeks to support

shareholders and investors to evaluate

how the Company has applied the

principles of the Code and complied

with the provisions of the Code during

FY25. The table below signposts the key

sections of the Annual Report.

Throughout the financial year ended

28 February 2025, the Company applied

all of the principles and fully complied with

all the provisions of the Code.

The board has noted that the Financial

Reporting Council published a revised

version of the Code on 22 January 2024.

These updated guidelines will become

effective for financial years commencing on

or after 1 January 2025 (with the exception

of provision 29); therefore, the Company will

report against the updated version of the

Code in the FY26 Annual Report.

AGM 2024

The board notes that although all

resolutions were passed with the

requisite majorities at the 2024 AGM,

the below resolutions received (from

those shareholders that voted)

more than 20% of votes against the

board’srecommendation:

Board ethnic diversityBoard composition

Chair 1

Executives 3

Non-executives 3

Board gender

Male 4

Female 3

White British 7

Board composition, gender balance and ethnicity

Corporate

Governance

All data as at 28 February 2025.

Tristram Simmonds stepped down as Group Chief Operating Officer and as a director of Braemar Plc on 7 March 2025. With his departure, the gender split on

the board is now 50% men and 50% women.

At the date of this report, work is still

ongoing to finalise this review, the

Remuneration Committee plans to

engage with shareholders on any

proposals and an update will be

provided in the FY26 Report. From the

work conducted as part of this review,

no elements of Braemar’s current

remuneration arrangements have been

found to be out of line with market

practice. The board and the Remuneration

Committee continue to encourage an

open and constructive dialogue directly

with its shareholders and continue to be

willing to engage with any shareholder on

any relevant topics should they so wish,

including all remuneration matters within

the Remuneration Committee’s remit.

– To approve the directors’ remuneration

report for the year ended

29 February 2024.

– To re-elect Elizabeth Gooch as a

director of the Company.

– To re-elect Nigel Payne as a director

of the Company.

– To re-elect Tristram Simmonds as

a director of the Company.

– To approve the rules of the Long-Term

Incentive Plan.

While the board is pleased that the

majority of shareholders voted in line

with the board’s recommendations, the

board sought to understand the reasons

behind shareholders voting decisions. The

Chairman and executive directors meet

with various shareholders throughout

the year. Each year, prior to awarding

any fixed or discretionary remuneration

awards, the Remuneration Committee

Chair takes and receives detailed written

benchmarked remuneration advice

from its independent remuneration

consultants. This is then discussed by

the Remuneration Committee and its

conclusions presented to the board; this

has been the case in each of the last

five years. Even though this took place

last year, following the AGM vote, the

Remuneration Committee commissioned

a further externally facilitated review of the

Company’s remuneration arrangements

and structures to ensure that these

remain appropriate for the Company’s

business model and are in the best

interests of all stakeholders.

Application of UK Corporate

Governance Code principles

Page

references

1. Board leadership and company

purpose continued

Chair’s introduction 51-53

Our board 54-55

Purpose, values and strategy 9-11, 15, 53

Culture 53

Board stakeholder engagement

and decision making

26-27, 53

Key performance indicators 16-17

Risk management 41-49

2. Division of responsibilities

Our board and governance

structure

51-53

Independence and time

commitments

Committee reports 56-74

Board and Committee meeting

attendance

51, 56, 60, 62

3. Composition, succession and evaluation

Nomination Committee report 60 to 61

4. Audit, risk and internal control

Audit & Risk Committee report 56 to 59

Directors’ responsibilities statement 77

Risk management 41-49, 56

Principal risks and emerging risks 41-49, 56

Going concern 24, 48, 58, 79

Viability statement 48

5. Remuneration

Directors’ remuneration report 62-74

50 Braemar Plc | Annual Report & Accounts 2025

Letter from our Chairman

Attended

Non-executive directors

Elizabeth Gooch 10/10

Joanne Lake 10/10

Nigel Payne 8/10

Cat Valentine 10/10

Executive directors

Grant Foley 10/10

James Gundy 10/10

Tris Simmonds 9/10

1 In Nigel’s absence, the meeting was

chaired by the chair of the Audit & Risk

Committee, Joanne Lake.

Dear shareholder

On behalf of the board of directors,

I am delighted to present the Corporate

Governance Report which details the

Company’s governance arrangements,

the focus of the board during FY25, how

the board and its Committees discharged

their responsibilities during the year

and how the board provides effective

leadership to ensure the Company’s long-

term sustainable growth and success.

The board is highly engaged in fulfilling

its role of leading the Company and

overseeing the governance arrangements

across the Group and continues to be

committed to maintaining a high standard

of corporate governance which supports

the execution of the Company’s long-

term strategy. Accordingly, the Company

reports under the Code and the board

is pleased to report that throughout the

financial year ended 28 February 2025,

the Company applied all of the principles

and fully complied with all the provisions

of the Code.

The board is actively working towards

meeting the requirements of the 2024

Corporate Governance Code (the “2024

Code”) and plans to report compliance

with the 2024 Code in the FY26 Annual

Report, with the exception of provision

29, where the board aims to report in the

FY27 Annual Report.

In my Statement, set out on pages 6 to 7,

I comment on the Group’s robust financial

performance in FY25 against a backdrop

of continued geopolitical and economic

uncertainty.

Braemar’s robust governance framework

is designed to support the Company’s

long-term strategy. The board and

its Committees provide independent

oversight and challenge to executive

management in the development and

execution of the strategy.

Governance is a key pillar of our

Environment, Social and Governance

(“ESG”) framework and a high standard

of corporate governance is essential for

the Group to succeed in delivering its

strategy and is integral to enhancing its

reputation and maintaining the trust of

its shareholders, clients, employees and

other stakeholders. More information on

our ESG framework can be found on

page 29 of this Annual Report.

This Corporate Governance Report, which

comprises the Compliance Statement

on page 50, this letter, the Audit & Risk

Committee Report on pages 56 to

59, the Nomination Committee Report

on pages 60 to 61, together with the

Directors’ Remuneration Report on pages

62 to 63, describes how the board and

its Committees operate and how the

Company has applied the Code during

the year ended 28 February 2025.

Below I highlight some of the governance

activities that took place during FY25:

Board oversight of strategy and

sustainable growth

During the year, a review of the Group’s

strategy was conducted. This review

culminated in the updated strategic

framework, details of which are included

in my Statement on pages 6 to 7 and

in the Strategic Report on page 9 to 11

and page 15. The board will continue to

oversee the execution of the Group’s

growth strategy and assess delivery

against the targets and strategic pillars

set out in the strategic framework.

Board composition and changes

The board consists of the non-executive

Chairman, the Group Chief Executive

Officer, the Group Chief Financial Officer

and three independent non-executive

directors. The Chairman leads the

board and is responsible for its overall

effectiveness in directing the Company,

taking into account the interests of

the Company’s various stakeholders.

The Group Chief Executive Officer

leads executive management in the

development and execution of strategy

and the management of all aspects

of the performance and operations of

the Company and its subsidiaries. The

directors believe that the Company

has a strong board who bring diverse

experience and personal skillsets; the

skills section in the director biographies

on pages 54 to 56 provides more detail

on the skills and experience that each

director brings to the board. An internal

board performance review, led by the

Company Secretary and Chairman, was

undertaken in FY25 which concluded that

the board continues to operate effectively

with each director contributing positively

to the board’s overall effectiveness. More

detail on the process and outcome of the

board performance review can be found

in the Nomination Committee report on

page 61.

The board and its Committees

support executive management

in the development, refinement

and execution of the Group’s

growth strategy.

Nigel Payne

Non-executive Chairman

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 51

Corporate Governance – Letter from our Chairman continued

As set out in my Statement on pages 6

to 7, Grant Foley will be promoted to

Group Chief Financial and Operating

Officer with effect from 1 June 2025.

Grant’s remit now includes: Finance,

Legal, Human Resources, Compliance,

Information Technology as well as

leading Braemar’s Securities business

(subject to regulatory approval). Group

Chief Operating Officer, Tristram (“Tris”)

Simmonds, stepped down from the

board on 7 March 2025. Following

Tristram’s departure, the Group Chief

Financial Officer Grant Foley’s role now

encompasses a wider remit with Grant

taking on responsibility for leading all

support functions as well as Braemar’s

Securities business (subject

to regulatoryapproval).

With respect to diversity on the board,

50% of the board directors are women

(43% as at the Balance Sheet date)

and Elizabeth Gooch is the senior

independent director. The board does

not have a director from an ethnic

minority background (as categorised

by the Office for National Statistics).

The non-executive directors, none of

whom have ever fulfilled an executive role

within the Company, are appointed for an

initial three-year term subject to annual

re-election at the Annual General Meeting

in accordance with the Code. There were

no new director appointments during

the year, however, the board’s approach

to director appointments remains

unchanged. Prior to making director

appointments, the board (supported by

the Nomination Committee) considers

other significant director appointments

toassess whether the candidate will

havesufficient time to undertake their

roleeffectively.

The board has reviewed the other

commitments of the non-executive

directors, and the board continues to

believe that all non-executive directors

have sufficient time to continue

undertaking their roles effectively.

The non-executive directors are

responsible for constructively challenging

and scrutinising the strategies and

performance of the executive directors

using their independence and the

perspectives gained from their extensive

experience, as well as having broader

oversight of the Group through the

work of the board and its Committees.

Biographies of current board members,

together with information on their

skills, experience and their external

appointments, are included in this

Corporate Governance Report. All

directors have access to the Company

Secretary for advice and guidance on all

governance matters to help ensure that

the board is able to discharge its duties

and function effectively and efficiently.

The Company Secretary ensures that the

board and its Committees receives the

financial and operational information they

require to enable them to appropriately

discharge their duties and responsibilities

and circulates papers electronically in

advance of meetings. Directors may

also seek independent advice at the

Company’s expense where needed.

The board met ten times during the year

(FY24: 18) and the attendance by each

ofthe directors is set out above.

Board Committees

The board has three standing

Committees: Audit & Risk, Nomination

and Remuneration. Each of the board

Committees is solely comprised of

independent non-executive directors.

The composition and responsibilities

of the board Committees are set out

in each of the Committee reports, on

pages 56 to 78 of this Annual Report.

The Remuneration Committee Report

on pages 62 to 74 of this Annual Report

is incorporated into this Corporate

Governance Report by reference.

The terms of reference for each of the

Committees can be found in the Investor

section of the Company’s website.

The Group also has an Executive

Committee to support the Group

Chief Executive Officer with the day-

to-day management of the Group

and the development and execution

of the Group’s strategy. The Executive

Committee comprises the executive

directors. The Group also has a Risk

Committee. The Risk Committee reports

to the Audit & Risk Committee on

matters including: the risk management

activities, risk appetite, emerging risks

and other changes to the risk matrix,

the work of the internal audit function,

and the day-to-day monitoring of the

Group’s risk management framework.

The Risk Committee is chaired by the

Group Chief Financial Officer and the

Chair of the Audit & Risk Committee

has a standing invitation to attend

meetings of the Risk Committee and

other colleagues are invited from time to

time to provide additional input on the

Group’s operations and potential risk

exposure where considered appropriate.

In FY25, a Conduct Risk & Culture

Committee was established to support

the Group in achieving its objectives

and responsibilities in identifying and

mitigating conduct risks, the Committee

is chaired by the Group Chief Financial

Officer and reports directly to the Audit

& Risk Committee.

Focus on risk management,

compliance and effective controls

The directors have a duty to the

Company’s shareholders to ensure

that the information presented to them

is fair, balanced, understandable, and

provides shareholders with the necessary

information to assess the Company’s

position, performance, business model

and strategy. Further details of the

directors’ responsibilities for preparing

the Company’s Financial Statements

are set out in the statement of directors’

responsibilities on page 77 of this

Annual Report.

In fulfilling its responsibilities, the board

has established procedures for identifying

and evaluating any risks associated

with its strategic objectives (including

both emerging and principal risks) and

considering how those risks can be

managed effectively.

52 Braemar Plc | Annual Report & Accounts 2025

The Audit & Risk Committee is

responsible for the independent review

and challenge of the adequacy and

effectiveness of the Company’s approach

to risk management and reports its

findings to the board. The Audit & Risk

Committee is supported by the Risk

Committee and the internal audit function

in this respect. More information on the

work of the Audit & Risk Committee and

the internal audit function can be found

in the Audit & Risk Committee Report on

pages 56 to 59 of this Annual Report,

and more information on the Company’s

risk management processes, including

a summary of the principal risks facing

the Group and the procedures in place

to identify emerging risks, is set out on

pages 41 to 49 of this Annual Report.

Promoting a healthy culture and values

The Company’s ESG framework

recognises the three pillars of

environmental, social, and governance

that have become the widespread

definition of ESG. As part of this

framework, Braemar remains committed

to providing its services to the highest

standards and operating ethically, lawfully

and with professional integrity at all times.

The framework enables the Company to

foster a culture and operating practices

that incorporate our values of integrity,

delivery and resilience. We believe that

this will support the Group with its

strategy to grow the Braemar brand in

an increasing number of global markets.

More information on our culture and

values, what action has been taken during

the year to ensure that policies, practices

and behaviour across the Group are

aligned with them, how we engage with,

invest in and reward our workforce, and

our commitment to diversity and inclusion

can all be found in the ESG Report on

pages 28 to 40 of this Annual Report.

Shareholder relations

The board recognises the importance

of maintaining effective communication

with key stakeholders of the Company’s

business and taking the interests of

those stakeholders into consideration in

its decision making. Key stakeholders of

the Company include its shareholders,

with whom the board seeks to engage

with regularly in order to fulfil its duties

under Section 172 of the Companies Act

2006. The Company follows an active

investor relations programme carried

out mostly through regular meetings of

the Group Chief Executive Officer and

the Group Chief Financial Officer with

existing and potential investors following

the announcements of the interim and

preliminary full-year results of the Group.

The Company has also organised various

opportunities and forums throughout the

year to enable existing and prospective

investors to hear more from the executive

directors on the business and its strategy.

From time to time, the non-executive

directors and the non-executive Chairman

also consult with the Company’s

major shareholders. Feedback from

the Company’s shareholders is also

received through the Group’s corporate

broker and corporate affairs team. In

accordance with legal and regulatory

requirements, the board ensures that

shareholders are kept updated on

material information, especially that of a

potentially price sensitive nature, as soon

as possible. Thisis done via regulatory

announcements to the market and made

available on the Company’s website.

The board encourages participation at its

AGM where each resolution is separately

put to the meeting for a vote. The board

notes that although all resolutions were

passed with the requisite majorities at

the 2024 AGM, five resolutions received

more than 20% of votes against the

board’s recommendation. Further detail

on the engagement with shareholders

to understand the reasons for their votes

against these resolutions is included

in the Code Compliance statement on

pages 50 to 53. The board continues

to encourage open and constructive

dialogue directly with its shareholders

and remains willing to engage with any

shareholder on any relevant topics.

Nigel Payne

Chairman

28 May 2025

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 53

54 Braemar Plc | Annual Report & Accounts 2025

Board of Directors

The board consists of the non-executive Chairman, the Group

Chief Executive Officer, the Group Chief Financial Officer and

three independent non-executive directors.

The Chairman leads the board and is responsible for its overall effectiveness in directing the

Company, taking into account the interests of the Company’s various stakeholders. The Group

Chief Executive Officer leads the executive and divisional management in the development

of strategy and the management of all aspects of the performance and operations of the

Company and its subsidiaries.

James Gundy

Group Chief

Executive Officer

Grant Foley

Group Chief

Financial Officer

Nigel Payne

Non-executive Chairman

Elizabeth Gooch, MBE

Non-executive director & senior

independent director (from 1 April 2022)

Joanne Lake

Non-executive director

Catriona Valentine

Non-executive director

Appointment date

1 January 2021

Appointment date

1 August 2023

Appointment date

1 May 2021

Appointment date

1 August 2021

Appointment date

1 March 2022

Appointment date

16 May 2023

Background and relevant experience

James has over 35 years’ shipbroking

experience specialising in Tankers, Long Term

Time Charter and Sale and Purchase/New

building projects. He joined the Company in

2014 as Chief Executive Officer of Shipbroking

following the merger of Braemar Plc and

ACM Shipping Group Plc, where James was

the Chief Executive Officer of ACM Shipping.

James was an integral part of the successful

integration of the two businesses which led

to his appointment as Group Chief Executive

Officer in January 2021.

Background and relevant experience

Grant is a chartered accountant and

has over 25 years’ experience in leading

public and private financial services and

technology businesses He joined the

Company from ClearScore. As Chief Financial

Officer at ClearScore, he drove significant

improvements across the finance function,

implementing new systems, processes and

reporting as the business scaled. Grant also

has additional transaction experience, and his

other roles have included CMC Markets Plc

where, as Group Chief Financial Officer and

Chief Operating Officer, he was instrumental

in the company’s successful IPO.

Background and relevant experience

Nigel joined the Company asnon-

executiveChairman in May 2021. Nigel has

a proven record of enhancing shareholder

value with over 30 years’ experience on

international public and private boards as

both an executive and non-executive director.

Nigel is a qualified chartered accountant.

Nigel served as the CEO of Sportingbet PLC,

one of the world’s largest internet gaming

companies at the time. He was previously

appointed non-executive chairman of AIM

listed EG Solutions PLC, Stride Gaming PLC,

Hangar8 PLC, ECSC PLC and Gateley PLC.

Background and relevant experience

Elizabeth has over 20 years’ experience

in governance, compliance and financial

reporting of publicly listed companies, having

founded and run EG Solutions plc. Elizabeth

works with Founders of UK Tech Startups and

Scaleups to help them grow, get investment

and scale their businesses. She is a non-

executive director, board adviser and mentor

to technology companies in a wide range

of sectors, including secure messaging,

cyber security, artificial intelligence, drones-

as-a-service, robotic process automation,

e-commerce and workforce management

Background and relevant experience

Joanne has over 35 years’ experience in

financial and professional services – both

in investment banking, with firms including

Panmure Gordon, Evolution Securities and

Williams de Broë, and in audit and business

advisory services with Price Waterhouse.

Joanne is a fellow of the Institute of Chartered

Accountants in England and Wales and a

member of its Corporate Finance Faculty and

is also a fellow of the Chartered Institute for

Securities and Investment.

Background and relevant experience

Catriona was appointed to the board in May

2023. She is a communications professional

with nearly 30 years’ experience advising

quoted and privately-owned companies on

investor and corporate communications.

She heads Rawlings Financial PR Limited, a

consultancy which she first founded in 2008.

External appointments

None.

External appointments

None.

External appointments

Non-executive chairman of Green Man

Gaming Ltd. Non-executive director of

JSE listed Sun International Ltd, AIM quoted

GetBusy plc and ASX listed Betr Entertainment

ltd.

External appointments

Non-executive Chair of Skyfarer Ltd

Non-executive director of OPX Software

Holdings Ltd, Turnkey Group (UK Holdings)

Limited, Cyber Q Group Holdings Ltd

External appointments

Non-executive Chair of Made Tech Group Plc.

Non-executive director of Gateley (Holdings)

Plc, Pollen Street Group Limited

External appointments

Director of Rawlings Financial PR Limited

Committee Memberships

None.

Committee Memberships

None.

Committee Memberships

Chair of the Nomination Committee.

Committee Memberships

Chair of the Remuneration Committee;

Member of the Audit & Risk and Nomination

Committees

Committee Memberships

Chair of the Audit & Risk Committee; Member

of the Remuneration and, Nomination

Committees

Committee Memberships

Member of the Audit & Risk

and Remuneration Committees

Skills

Shipbroking, leadership, mergers &

acquisitions, business development, sales,

marketing, investor relations, strategy

Skills

Finance, leadership, investor relations, mergers

& acquisitions, strategy compliance and

risk management

Skills

Leadership, strategy, business development,

mergers & acquisitions, investor relations,

finance and governance

Skills

Governance, compliance, financial reporting,

investor relations, equity fundraising

Skills

Capital markets, equity fundraising, mergers &

acquisitions, strategy and growth companies

Skills

Corporate communications, investor and

media relations, equity capital markets, and

organisational development

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 55

James Gundy

Group Chief

Executive Officer

Grant Foley

Group Chief

Financial Officer

Nigel Payne

Non-executive Chairman

Elizabeth Gooch, MBE

Non-executive director & senior

independent director (from 1 April 2022)

Joanne Lake

Non-executive director

Catriona Valentine

Non-executive director

Appointment date

1 January 2021

Appointment date

1 August 2023

Appointment date

1 May 2021

Appointment date

1 August 2021

Appointment date

1 March 2022

Appointment date

16 May 2023

Background and relevant experience

James has over 35 years’ shipbroking

experience specialising in Tankers, Long Term

Time Charter and Sale and Purchase/New

building projects. He joined the Company in

2014 as Chief Executive Officer of Shipbroking

following the merger of Braemar Plc and

ACM Shipping Group Plc, where James was

the Chief Executive Officer of ACM Shipping.

James was an integral part of the successful

integration of the two businesses which led

to his appointment as Group Chief Executive

Officer in January 2021.

Background and relevant experience

Grant is a chartered accountant and

has over 25 years’ experience in leading

public and private financial services and

technology businesses He joined the

Company from ClearScore. As Chief Financial

Officer at ClearScore, he drove significant

improvements across the finance function,

implementing new systems, processes and

reporting as the business scaled. Grant also

has additional transaction experience, and his

other roles have included CMC Markets Plc

where, as Group Chief Financial Officer and

Chief Operating Officer, he was instrumental

in the company’s successful IPO.

Background and relevant experience

Nigel joined the Company asnon-

executiveChairman in May 2021. Nigel has

a proven record of enhancing shareholder

value with over 30 years’ experience on

international public and private boards as

both an executive and non-executive director.

Nigel is a qualified chartered accountant.

Nigel served as the CEO of Sportingbet PLC,

one of the world’s largest internet gaming

companies at the time. He was previously

appointed non-executive chairman of AIM

listed EG Solutions PLC, Stride Gaming PLC,

Hangar8 PLC, ECSC PLC and Gateley PLC.

Background and relevant experience

Elizabeth has over 20 years’ experience

in governance, compliance and financial

reporting of publicly listed companies, having

founded and run EG Solutions plc. Elizabeth

works with Founders of UK Tech Startups and

Scaleups to help them grow, get investment

and scale their businesses. She is a non-

executive director, board adviser and mentor

to technology companies in a wide range

of sectors, including secure messaging,

cyber security, artificial intelligence, drones-

as-a-service, robotic process automation,

e-commerce and workforce management

Background and relevant experience

Joanne has over 35 years’ experience in

financial and professional services – both

in investment banking, with firms including

Panmure Gordon, Evolution Securities and

Williams de Broë, and in audit and business

advisory services with Price Waterhouse.

Joanne is a fellow of the Institute of Chartered

Accountants in England and Wales and a

member of its Corporate Finance Faculty and

is also a fellow of the Chartered Institute for

Securities and Investment.

Background and relevant experience

Catriona was appointed to the board in May

2023. She is a communications professional

with nearly 30 years’ experience advising

quoted and privately-owned companies on

investor and corporate communications.

She heads Rawlings Financial PR Limited, a

consultancy which she first founded in 2008.

External appointments

None.

External appointments

None.

External appointments

Non-executive chairman of Green Man

Gaming Ltd. Non-executive director of

JSE listed Sun International Ltd, AIM quoted

GetBusy plc and ASX listed Betr Entertainment

ltd.

External appointments

Non-executive Chair of Skyfarer Ltd

Non-executive director of OPX Software

Holdings Ltd, Turnkey Group (UK Holdings)

Limited, Cyber Q Group Holdings Ltd

External appointments

Non-executive Chair of Made Tech Group Plc.

Non-executive director of Gateley (Holdings)

Plc, Pollen Street Group Limited

External appointments

Director of Rawlings Financial PR Limited

Committee Memberships

None.

Committee Memberships

None.

Committee Memberships

Chair of the Nomination Committee.

Committee Memberships

Chair of the Remuneration Committee;

Member of the Audit & Risk and Nomination

Committees

Committee Memberships

Chair of the Audit & Risk Committee; Member

of the Remuneration and, Nomination

Committees

Committee Memberships

Member of the Audit & Risk

and Remuneration Committees

Skills

Shipbroking, leadership, mergers &

acquisitions, business development, sales,

marketing, investor relations, strategy

Skills

Finance, leadership, investor relations, mergers

& acquisitions, strategy compliance and

risk management

Skills

Leadership, strategy, business development,

mergers & acquisitions, investor relations,

finance and governance

Skills

Governance, compliance, financial reporting,

investor relations, equity fundraising

Skills

Capital markets, equity fundraising, mergers &

acquisitions, strategy and growth companies

Skills

Corporate communications, investor and

media relations, equity capital markets, and

organisational development

56 Braemar Plc | Annual Report & Accounts 2025

Report of the Audit & Risk Committee

I am pleased to present the

Audit & Risk Committee’s

report for the year ended

28February 2025.

Joanne Lake

Chair of the Audit & Risk Committee

Meeting attendance

Attended

Joanne Lake 7/ 7

Elizabeth Gooch 7/ 7

Catriona Valentine 7/ 7

The overall role of the

Audit & Risk Committee

(the “Committee”) during

the financial year was largely

unchanged from previous

years. The Committee’s remit

includes: financial reporting,

internal control and risk

management, compliance

and internal audit and

external audit.

The Committee comprises three

independent non-executive directors

and its terms of reference can be

found in the Investors section of the

Company’s website. The Committee is

chaired by non-executive director Joanne

Lake. Joanne is a highly experienced

chartered accountant with a strong

financial background and, with the

complementary skills of the other

members, continues to ensure that the

Committee has a sufficient level of both

financial and relevant sector experience.

The qualifications and experience of the

members of the Committee can be found

in the director biographies on pages 54

to 55 of this Annual Report.

Only members of the Committee have

the right to attend meetings; however,

standing invitations were extended to

the Chairman, Group Chief Executive

Officer, Group Chief Operating Officer,

Group Chief Financial Officer, Group

Financial Controller, Group Finance

Director, Company Secretary, Head of

Internal Audit and Risk Management and

representatives of the internal auditor and

external auditor. The Company Secretary

acted as secretary to the Committee. The

internal and external auditors attended

Committee meetings and periodically

met in private with the Committee

Chair to discuss matters relating to the

Committee’s remit and issues arising from

their work. The Committee held seven

meetings during the year, the attendance

of which is set out above.

The key function of the Committee

is to address the following specific

responsibilities, while adapting its activities

as appropriate to address changing

priorities within the business:

– Financial reporting: reviewing the

published half-year and annual Financial

Statements and reports, and any

other formal announcement relating

to the Group’s financial performance,

and advising the board on whether

such information represents a fair,

balanced and understandable

assessment of the Group’s position

and prospects; monitoring compliance

with relevant statutory reporting

and listing requirements; reviewing

and considering any changes in

accounting standards; and considering

the suitability of, and any changes to,

accounting policies used by the Group,

including the use of estimates

and judgements.

– Internal control and risk management:

reviewing the adequacy of the Group’s

internal controls; assisting the board

in conducting a robust assessment

of the Group’s emerging and principal

risks; and monitoring the scope and

effectiveness of the activities of the

Group’s internal audit activities in the

context of the Group’s overall risk

management framework. As part

of this responsibility, the Committee

receives reports and updates from

the Risk Committee and the Conduct

Risk & Culture Committee. The

Committee regularly reviews the

Group’s compliance policies and

procedures, including those relating

to sanctions, whistleblowing, the

prevention of bribery, corruption and

fraud, and the Group’s Know Your Client

(“KYC”)processes.

– Reviewing and monitoring the

effectiveness of the external audit

process and the independence of

the external auditor: conducting the

tender process to appoint an external

auditor and making recommendations

to the board on the appointment,

reappointment and removal of the

external auditor; planning with the

external auditor the half-year review and

full-year audit programme, including

agreement as to the nature and scope

of the external audit as well as the

terms of remuneration in the context

of the overall audit plan; monitoring the

ongoing effectiveness of the external

auditor; monitoring the objectiveness

and independence of the external

auditor; and approving and monitoring

any non-audit services undertaken by

the external auditor, together with the

level of non-audit fees.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 57

The following sections

describe the work of the

Committee during the year

ended 28 February 2025.

Review of Financial Statements

The Committee monitors the integrity

of the Company’s financial statements

and has reviewed the presentation of the

Group’s interim and annual results. As part

of this review, it considered matters raised

by the Group Chief Financial Officer,

together with reports presented by the

external auditor summarising the findings

of their annual audit and interim reviews.

The key areas of estimates and

judgements considered for the year

ended 28 February 2025 are:

– Impairment of goodwill

Determining whether goodwill is

impaired requires an estimation of the

value-in-use of the cash-generating

units to which these assets have

been allocated. The value-in-use

calculation estimates the present value

of future cash flows expected to arise

for the cash-generating unit. The key

estimates are therefore the selection

of suitable discount rates and the

estimation of future growth rates which

vary between cash-generating units

(”CGUs”) depending on the specific

risks and the anticipated economic

and market conditions related to each

cash-generating unit. Climate change

risk has been taken into account in

determining the underlying inputs used

in calculations used for impairment

reviews and is not considered to have

a material impact on the value-in-use

calculations.

The Committee considered the work

undertaken to support the discount

rate, the growth assumptions and the

potential impact of climate change

and is satisfied these estimates are

appropriate. The result of this work

indicated that the Group’s carrying

value of goodwill is supported by

the value-in-use estimates and no

impairments are required. This work

is described in Note 3.1 to the

Financial Statements.

– Share option vesting

The fair value determined at the grant

date of the equity-settled share-based

payments is expensed on a straight-

line basis over the vesting period,

based on the Group’s estimate of the

number of equity instruments that will

eventually vest. At each reporting date,

the Group revises its estimate of the

number of equity instruments expected

to vest as a result of the effect of non-

market-based vesting conditions.

The Committee is satisfied that the

processes to determine the effect of

non-market-based vesting conditions

are appropriate.

– Provision for impairment of trade

receivables and accrued income

The provision for impairment of trade

receivables and accrued income

represents management’s best

estimate at the Balance Sheet date.

Several judgements are made in the

calculation of the provision, primarily

the age of the invoice, the existence of

any disputes, recent historical payment

patterns and the debtor’s financial

position. Further details can be found in

Note 4.2 to the Financial Statements.

The Committee reviewed

management’s process for determining

the provision and was satisfied that the

judgements are appropriate.

– Valuation of defined benefit pension

scheme

The Group uses an independent

actuary to provide annual valuations

of the defined benefit pension

scheme. The actuary uses a number

of estimates in respect of the scheme

membership, the valuation of assets

and assumptions regarding discount

rates, inflation rates and mortality

rates. The membership details are

provided by an independent trustee

while the valuation of assets is verified

by an independent fund manager.

The discount rates, inflation rates

and mortality rates are reviewed by

management for reasonability. Further

details can be found in Note 5.1 to the

Financial Statements.

The Committee considered the review

work performed by management

in respect of the estimates made

by the independent actuary and

the information provided by the

independent trustee and is satisfied

with the process.

– Internal independent investigation

provision

In June 2023, the board commissioned

an internal independent investigation

into an historical transaction from 2013.

The investigation was overseen by an

Investigation Committee chaired by the

Group’s non-executive Chairman and

was conducted by an independent

specialist forensic accounting firm,

and independent external counsel.

The investigation was comprehensive

and complex and ultimately focused

on a review of several of transactions

between 2006 and 2013.

As a result of the investigation, the

Group continues to recognise a

provision of £2.0 million in relation to

the uncertain obligations connected

to a number of the transactions and

commission obligations reviewed as

part of the investigation. During the

year, £0.1 million was removed from

the provision. While the board cannot

forecast with certainty final outcomes

in respect of these obligations, based

on the Group’s current information,

the amount recognised is the current

best estimate of the amount required

to settle the obligations at the Balance

Sheet date, taking into account the

risks and uncertainties surrounding

the obligations, including interpretation

of specific laws and likelihood

of settlement.

– Measurement of right-of-use assets

and lease liabilities

The Group’s measurement of right-

of-use assets and lease liabilities

is impacted by management’s

assessment of whether it is reasonably

certain that a lease extension option

will be exercised, or that a lease

termination option will not be exercised.

The Group also considers the local

legal framework when making an

assessment of its ability to continue

to occupy premises. The Group has

several lease contracts that include

extension and termination options.

Management applies judgement in

evaluating whether it is reasonably

certain whether or not to exercise

the option to renew or terminate the

lease. That is, it considers all relevant

factors that create an economic

incentive for the Group to exercise

either the renewal or termination option.

For further detail see Note 3.6 to the

FinancialStatements.

The Committee has reviewed

management’s approach to the

assessment of the determined lease

term for sufficiently material leases and

is satisfied with the approach taken and

resulting lease term.

58 Braemar Plc | Annual Report & Accounts 2025

Report of the Audit & Risk Committee continued

Review of Financial Statements

continued

– Investments in subsidiaries

In the Company-only financial

statements, a review of impairment is

performed in relation to the Company’s

carrying value of its historical cost of

investment of subsidiary companies.

The impairment review considers the

performance of the trading entities

and their available resources to

determine whether any impairment

is deemed necessary.

The Committee considered the work

and approach taken by management

in determining whether there were any

indicators of impairment, and if there

were, the key inputs into management’s

calculations to support carrying

amounts. These key inputs were

generally consistent with those referred

to above in relation to the impairment

review for goodwill.

– Preference share asset

In the Company-only financial

statements, the Company’s investment

in the Corporate Finance sub-group is

largely held through an investment in

preference shares issued by a holding

company. Due to the terms of the

preference shares, under IFRS 9, they

are measured at fair value through

profit or loss. The key estimates are the

selection of suitable discount rates and

the estimation of future growth rates

for the Corporate Finance business,

as well as adjustments for excess

working capital held.

The Committee considered the work

undertaken to support the discount

rate, the growth assumptions and the

potential impact of climate change

and is satisfied these estimates are

appropriate.

Judgements

– Revenue recognition

IFRS 15 “Revenue from Contracts

with Customers” requires judgement

to determine whether revenue is

recognised at a “point in time” or

“over time”, as well as determining

the transfer of control for when

performance obligations are satisfied.

The Committee considered the work

done to validate the accuracy of

revenue transactions and is satisfied

that management’s judgement on

the timing of revenue recognition is

materially correct.

– Classification and recognition of

specific items

The Group excludes specific items

from its underlying earnings measure;

management judgement is required

as to what items qualify for this

classification. Each item reported as

specific is either directly related to

acquisitions or not deemed to be related

to the trading performance of the

business. Further details can be found

in Note 2.2 to the Financial Statements.

The Committee reviewed the items

for reasonableness and consistency

and is satisfied with management’s

classification.

– Recoverability of defined benefit

pension scheme net asset

The UK defined benefit scheme

continues to be in an actuarial surplus

position, net of tax, at 28 February 2025

(measured on an IAS 19 “Employee

Benefits” basis) of £2.5 million

(29 February 2024: £1.4 million). The

surplus has been recognised on the

basis that the Group has an unconditional

right to a refund, assuming the gradual

settlement of Scheme liabilities over time

until all members have left the Scheme.

The Committee reviewed the terms of

the scheme and the discount rate used

to estimate the value of the assets

and liabilities of the scheme and has

concluded that the recognition of the

surplus was reasonable.

– Climate-related risks

Management has considered the

impact of climate-related risks in

respect of impairment of goodwill, and

recoverability of receivables in particular

and does not consider that climate-

related risks have a material impact

on any key judgements, estimates

or assumptions in the consolidated

Financial Statements. The potential

impact of climate change has been

reviewed by the Risk Committee and has

been identified as an emerging risk for

the shipping and energy sectors within

which the Group operates, but not one

which is likely to have an impact on the

business in the short to medium term.

The Committee has also assessed the

short-to-medium-term impact relating

to climate change risks and it is not

expected that climate-related risks will

have a material impact on the Group’s

short-term financial performance.

–

– Going concern and viability

The Group has drawn up its accounts

on a going concern basis and the

directors have assessed the viability of

the Group over a four-year period. As in

previous years, a four-year timeframe is

still considered to be appropriate as this

is consistent with the Group’s long-term

strategic planning period.

The Committee received reports to

support these matters and considered

the assumptions made, the sources

of liquidity and funding, the risks and

sensitivities to the forecasts and

the stress tests used, including the

potential impact from the investigation.

The Committee concluded that the

application of the going concern basis

for the preparation of the Financial

Statements is appropriate. More detail

can be found in the Principal risks

and uncertainties section of this

Annual Report on pages 41 to 49.

External audit

BDO LLP was reappointed as external

auditor at the 2024 AGM for their seventh

year as auditor to the Group. The lead

audit partner at BDO LLP responsible for

the external audit is David Campbell, who

rotated in during the year as the new

audit partner in accordance with

the rotation requirements of the FRC’s

Ethical Standards.

The Group has a clear policy for the

approval of non-audit services. Any

services BDO provides that are not

part of the statutory year-end audit are

subject to a cap of 70% of the average

of the previous three consecutive years

of statutory audit fees. The external

auditor is only appointed to perform a

non-audit service when doing so would

not compromise their independence,

and when their skills and expertise make

them the most suitable supplier. The

Group policy for the approval of non-

audit services requires the Committee’s

prior approval of all non-audit services.

This year, fees for non-audit services

represent 10% of the total fee paid to

BDO LLP (FY24: 8%). The Committee also

continues to agree the scope and related

fee for the annual external audit. The

non-audit services performed during

the year related to the half-year review

and certain other audit related

regulatory certifications.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 59

The Committee additionally monitors

the independence of the external

audit function, as well as its objectivity

and effectiveness, through the annual

schedule of meetings (at which it

discusses the auditor’s reports and

performance), through inviting feedback

from those involved with the external

auditor’s work across the business, and

through additional meetings between

the Chair of the Committee and the

lead audit partner.

Review by the Financial Reporting

Council (“FRC”)

The external auditor was subject to a

review by the FRC’s Audit Quality Review

(“AQR”) team in respect of the audit

for the year ended 29 February 2024.

The Committee Chair shared the AQR

inspection report with the Committee and

also discussed the findings directly with

the audit partner. It was noted that no

key findings were raised, and a number

of good practice points were noted in the

AQR inspection report. The Committee

noted the scope of the review, together

with BDO’s proposed plan to address

the findings noted.

The Committee was satisfied with the

findings of the review and with BDO’s

response, and the BDO plan was

implemented as part of the audit for the

year ended 28 February 2025.

Internal audit

Internal audit is an independent

assurance function which supports

Braemar in improving its overall control

framework. The work of the internal audit

function supports Braemar to evaluate

and improve the design and effectiveness

of the risk management framework,

internal control, and governance

processes. The Audit & Risk Committee

defines the responsibility and scope of

the internal audit function and approves

its annual plan. The Head of Internal

Audit and Risk reports to the Chair of

the Committee.

The Audit & Risk Committee monitors

the delivery of the internal audit plan

throughout the year and provides

challenge to ensure that management

is sufficiently responsive to any

audit findings.

Business functions, processes and areas

forming part of the rolling three-year risk-

based Group internal audit plan are based

on assessment of risks to the business,

as described on pages 41 to 49 of this

Annual Report. The plan is reviewed

and updated at least annually to help

ensure key Group and new or emerging

risks receive appropriate and timely

audit focus. Updates or changes to the

audit plan, and internal audit reports, are

reviewed by the Audit & Risk Committee

during the year.

The Group’s operational and functional

management teams are engaged and

involved in the risk assessment process

and in the development of the internal

audit plan by way of the following activities:

– Risk Committee meetings to agree

and coordinate compliance, risk

management, and to provide input into

internal audit activity;

– submission of operational and financial

senior management confirmations that

the results of their respective business

areas are accurate, that stated levels

of debtors and accrued income are

recoverable, adequate provisions have

been made for uncollectible amounts,

and that the business complies with

the Group’s position on the UK Bribery

Act and there have been no breaches

of applicable sanctions;

– completion of semi-annual control self-

assessment questionnaires by all Group

entities to help ensure that adequate

controls are in place. Completed

questionnaires are reviewed and

discussed with senior management for

their respective business areas; and

– suggestions for internal audit activity

are sought from each business

area, and operational and functional

departments.

Audits conducted this year included

reviews on Treasury, Human Resources

and sanctions. As part of the board’s

preparations for compliance with the

2024 Code, a readiness assessment

against the requirements of the 2024

Code has been carried out and the

board will review the output of this to

support its compliance with the new

requirements. Management action plans

were developed and agreed with action

implementation dates for identified

control gaps or deficiencies. Progress

against agreed management actions

from audits is monitored through regular

updates to the Audit & Risk Committee.

Risk and internal control framework

During the year, the Audit & Risk

Committee continued its focus on review

and enhancement of the Group’s risk

and internal control framework. Braemar

is committed to the highest standards of

conduct in all aspects of its business. In

reviewing and improving this framework

of policies, processes and procedures,

the directors remained mindful of the

potentially competing interests of the

Company’s stakeholders, particularly the

need to balance cost, resource, and the

interests and perspectives of clients and

other market participants with the need

to maintain its reputation for integrity and

to comply with international laws and best

practice. This review, and the Audit & Risk

Committee’s ongoing responsibilities in

this area, saw the Audit & Risk Committee

involved in:

– reviewing the work of the Risk

Committee, particularly on matters such

as the regular reviews of the Group’s

emerging and principal risks and the

development of its enhanced risk

management framework;

– reviewing and improving the Group’s

framework of compliance policies

and procedures, including in relation

to sanctions, bribery and corruption,

conflicts of interest, know your

customer, entertainment, meals, gifts,

tax evasion, and whistleblowing;

– reviewing the design of a

comprehensive programme of

compliance training for all staff;

– reviewing the financial reporting

framework and improving the

processes for regular reporting of key

financial judgements and estimates,

as well as other elements of risk

management across the business;

– reviewing the Group’s IT cyber security

monitoring and planning programme;

– reviewing the Group’s insurance

coverage; and

– reviewing the Group’s foreign exposure

and hedging strategy.

More information on the Group’s

emerging and principal risks, including a

summary of the principal risks facing the

Group and how these are managed,

can be found on pages 41 to 59 of the

Annual Report.

Joanne Lake

On behalf of the Audit & Risk Committee

28 May 2025

60 Braemar Plc | Annual Report & Accounts 2025

The primary responsibilities

of the Nomination Committee

are to ensure that the board

and its committees have the

right composition, to lead the

process for appointments

to the board, and to ensure

that the Company has

appropriate plans in place for

succession to the board and

senior management roles.

The Committee’s terms of

reference can be found in

the Investors section of the

Company’s website.

Report of the Nomination Committee

Meeting attendance

Attended

Nigel Payne 2/2

Elizabeth Gooch 2/2

Joanne Lake 2/2

We are committed to ensuring

that the board has the right

balance of skills, knowledge and

experience to operate effectively

and promote the Company’s

long-term success.

Nigel Payne

Chair of the Nomination Committee

I chair the Nomination Committee and

it comprises three independent non-

executive directors. The Committee met

two times during the year (attendance at

the meetings is set out in this report) to

consider the board evaluation, succession

planning and board composition.

Board changes

The board’s composition is a matter the

Committee keeps under regular review

and although there were no board

changes during the year, the Group

Chief Operating Officer, Tristram (“Tris”)

Simmonds stepped down from his role

on the board on 7 March 2025 to explore

other opportunities. On behalf of the

board, we thank Tris for his contributions

and wish him well for the future. As set

out in my statement on pages 6 to 7 and

my introductory letter in the Corporate

Governance Report on pages 51 to 53,

Group Chief Financial Officer Grant Foley

will be promoted to Group Chief Financial

and Operating Officer with effect from 1

June 2025. Grant has made a significant

positive impact to the Group since his

appointment in August 2023; he leads all

support functions as well as Braemar’s

Securities business.

Succession planning

The Nomination Committee’s succession

planning has two key areas of focus:

firstly, to ensure that the board has the

right combination of skills, experience,

knowledge and independence; and

secondly, to ensure that the Company

has plans in place for orderly succession.

This includes the development of a

diverse talent pipeline for the Company’s

senior management and more broadly

across the Group. The Committee

manages the former through its rigorous

and formal approach to new board

appointments and regularly challenges

the directors to consider the size and

composition of the board and the

appropriate range of skills and balance

between executive and non-executive

directors through an annual evaluation

process. The Committee manages the

second area through the review of the

succession plans in place for senior

management across the Group. As

part of this, the Committee challenges

the executive directors and senior

management across the business

to present detailed insights into the

organisational structures and personnel

profiles of the businesses and how they

look to develop key talent and mitigate

succession risk. More information on how

the Company invests in the training and

development of its people can be found

in the ESG report on pages 36 to 37

of this Annual Report. Where necessary,

the Company also considers how

best to fill potential vacancies with

external candidates.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 61

In both of these areas, the Committee

ensures that the directors and senior

management remain mindful of the

Group’s approach to diversity. Braemar

recognises the importance of diversity in

all respects, including (but not limited to)

gender, skills, age, experience, ethnicity

and background. The Committee believes

that diversity and an inclusive culture are

important contributors to a company’s

ability to achieve its strategic objectives

and deliver long-term, sustainable success.

As at the date of this Report, approximately

17% (FY24: 17%) of the Group’s Executive

Committee and its members’ direct

reports are female and three of the six

board positions are occupied by female

board members.

Board evaluation

Throughout the year, the Committee

tracked progress against the actions

agreed as part of the FY24 board

evaluation. There has been a significant

improvement in board reporting with

additional metrics and KPIs being tracked

and shared with the board, with particular

input from the Group Financial Planning

& Analysis function (more detail on how

this function has been helping drive

better decision making can be found

on page 4). There was clear focus on

the growth strategy in FY25, which

culminated in the updated strategic

framework and Capital Allocation

Framework; further details on this can be

found in my Statement on page 7.

In early 2025, an internal board and

committee evaluation was carried out; the

Committee agreed that, on this occasion,

the board evaluation exercise could be

effective without the need for any external

facilitation. The board evaluation was

facilitated by the Company Secretary who

conducted detailed evaluation interviews

with each director. These interviews

covered all areas of the board’s role and

effectiveness as well as evaluating the

performance and contribution of each

director. The findings from this exercise

were then shared with the Committee

and the board to consider and agree

any appropriate actions. While the

review identified that the board and

its committees continued to operate

effectively, certain areas of focus and

improvement were highlighted.

Some of the specific actions that the

board and its Committees will be taking

during the forthcoming year include:

ensuring the board maintains appropriate

focus on the Company’s updated strategic

framework, continuing the ongoing

work to enhance the quality of board

reporting, continuing to improve employee

engagement and ensuring there is

appropriate focus on people and culture.

I continue to work with the other directors

and the Company Secretary to improve

the effectiveness of the board and

its Committees and we will report on

progress against actions in the FY26

Annual Report.

Nigel Payne

On behalf of the Nomination Committee

28 May 2025

62 Braemar Plc | Annual Report & Accounts 2025

Meeting attendance

Attended

Elizabeth Gooch 5/5

Joanne Lake 5/5

Catriona Valentine 5/5

On behalf of the board, I am

pleased to introduce the

Directors’ Remuneration

Report for the year ended

28 February 2025. As in past

years, the first section of this

introductory statement details

the work of the Committee

together with our remuneration

philosophy, which remains

unchanged. I will then go

on to describe how we paid

our executive directors in

the year in the context of

Company performance, and

to introduce the remuneration

items for which we are seeking

shareholder approval at our

2025 AGM.

The Remuneration Committee

and its work

The Remuneration Committee is

appointed by the board and comprises

three independent non-executive

directors. The Committee is chaired

by Elizabeth Gooch and its terms of

reference can be found in the Investors

section of the Company’s website. The

Committee’s main responsibilities are to:

– determine the policy and framework for

executive remuneration;

– set the remuneration for the executive

directors, the Chairman and the Group’s

senior management;

Directors’ Remuneration Report

On behalf of the board, I am

pleased to present the directors’

remuneration report for the year

ended 28 February 2025.

Elizabeth Gooch

Chair of the Remuneration

Committee

– review remuneration and related

policies for employees across the

Group; and

– approve the design of, and determine

targets for, performance-related

incentive schemes and/or equity

participation schemes across the Group.

In discharging these responsibilities, the

Committee may call for information and

advice from advisers inside and outside

the Group. During the year, the Committee

took advice from the Chairman, the

Group Chief Executive Officer, the

Group Chief Financial Officer and the

Company Secretary, who all attended

various meetings at the invitation of the

Committee, but did not participate in any

decision making, nor were they present

for any discussions, regarding or affecting

their own remuneration.

The Committee received independent

remuneration advice from FIT

Remuneration Consultants LLP (“FIT”) on

a range of matters within the Committee’s

remit, for which fees of £9,062 (excluding

VAT and disbursements and calculated

on a time-spent basis) were charged

during the year. FIT is a member of the

Remuneration Consultants Group and,

as such, voluntarily operates under

the Code of Conduct in relation to

executive remuneration consulting in the

UK. FIT was also engaged to provide

advice in relation to the operation of the

Company’s share plans. The Committee

believes that the FIT team continues

to provide objective and independent

advice. As set out in the UK Corporate

Governance Code Compliance

Statement on page 50, the Committee

commissioned an externally facilitated

review of the Company’s remuneration

arrangements and structures to ensure

that these remain appropriate for the

Company’s business model and are in the

best interests of all stakeholders.

At the date of this Report, work is

still ongoing to finalise this review,

the Committee plans to engage with

shareholders on any proposals and

an update will be provided in the

FY26Report.

Remuneration philosophy

The Committee’s approach to executive

remuneration remains unchanged. The

pay structures in our sector are atypical,

compared with executive pay at many

UK listed companies. They are, however,

proven to work to the benefit of Braemar,

as well as being accepted practice

across the shipbroking sector and other

commission-based businesses. The

board still considers that the business

is better served by the CEO leading the

shipbroking divisions.

The Committee is focused on retaining

strong executive leadership and

appropriately incentivising our executive

team to deliver shareholder value, while

remaining mindful of best practice and

market trends.. In FY25, the Committee

worked within the shareholder-approved

Policy to remunerate the executive

directors. Our remuneration philosophy is

based on five core principles:

– Market competitiveness: the success

of our business is entirely dependent

upon the experience and skills of our

employees and management team,

the specialist advice they offer, and the

relationships that they develop with

our clients. The structures, designs

and quantum of our remuneration

arrangements must be sufficient to allow

us to retain our team and compete in

highly competitive global talent markets.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 63

– Proportionality and alignment to

performance: we seek to pay no more

than is necessary and also ensure

that a substantial portion of executive

reward is aligned to both profitability

and delivery of strategy. In line with our

competitors, we operate profit-sharing

arrangements for those individuals

engaged in broking activities.

– Simplicity and transparency: our

executive remuneration structures

must be clear and understandable for

participants and other stakeholders.

– Alignment with shareholders: we align

long-term rewards with the long-term

value of our shares, through share

ownership guidelines and share-

basedremuneration.

– Alignment with culture and risk appetite:

we ensure that remuneration drives the

right behaviours to support our strategy

and reflects our values, including

the identification and mitigation of

any risks that could arise from our

incentiveplans.

Activity during the year

Five meetings were held during the year;

the attendance of which is set out above.

Our performance in FY25 and

our review of the Directors’

RemunerationPolicy

Wider context – our performance

inFY25

Performance and reward in FY25

Details of the Group’s performance in

FY25 are fully detailed in the Chairman’s

statement on pages 6 to 7 and the Group

Chief Executive Officer’s statement on

pages 12 to 13. The Group’s balanced

and diversified business model delivered

a robust overall trading performance for

FY25 with strong revenue and underlying

profit in a challenging environment.

The Committee, however, agreed that

no bonuses would be awarded to the

executive directors in respect of FY25.

The Committee regarded paying no

bonuses for FY25 as appropriate and

fully aligned to the Company’s use of pay

structures that reflect the shipbroking

sector. At Braemar, bonus outcomes

for the CEO are directly related to the

financial outcomes of our shipbroking

division, however, this can be reduced to

nil when appropriate to do so.

The performance conditions for our

2023 LTIP awards based on growth in

EPS measured across the three years to

28 February 2025 were not attained and

these awards have not vested.

Implementation of our Policy in FY26

Our intention is for our Directors’

Remuneration Policy to continue to apply

consistently in FY26. This will involve

thefollowing:

– Base salaries: Our Group Chief

Executive Officer’s base salary will

be increased by 5.2% to £500k with

effect from 1 June 2025. The Committee

noted that the Group Chief Executive

Officer’s salary had not been increased

since 2022 and the increase was less

than the average salary increases for

employees across the Group over

the last 3 years. In recognition of

his role now encompassing a wider

remit, Group Chief Financial Officer

Grant Foley will be promoted to Group

Chief Financial and Operating Officer

with effect from 1 June 2025. Grant

leads all support functions as well as

Braemar’s Securities business (subject

to regulatory approval). In recognition

of the significant positive impact he

has made since joining the Group and

to reflect the change in his role, Grant

Foley’s base salary will be increased to

£400k (up from £325k in FY25) with

effect from 1 June 2025.

– Annual Bonus: In line with continuing

Policy, executive directors who

participate in broking activities may

participate in the brokers’ bonus which

is driven by the profitability of the

broking desks and their contributions in

achieving those numbers.

– LTIPs: we will again operate our LTIP

plan in FY26, with both executive

directors receiving an LTIP award over

shares worth up to 100% of base salary.

Applying a consistent approach to our

pay arrangements provides clarity to our

executive directors and has led to our

CEO building a significant shareholding of

988,907 shares (541% of his FY25 salary

as at 28 February 2025) in the Company.

This provides clear alignment of interests

between our executive directors and

ourshareholders.

In early 2025, the base non-executive

director fees were reviewed and from

1 June 2025 will be increased by £2,500 to

£55k (£52,500 in FY25). There will be no

change to the Chairman’s fee in FY26.

Statement regarding 2024 AGM

remuneration votes

The Committee noted and considered

the voting outcomes for the resolution

to approve the Directors’ Remuneration

Report and the Long-Term Incentive

Planat our 2024 AGM.

The board considers that its remuneration

practices are in the best interests of all

the stakeholders of the business, and

that the Remuneration Committee has

discharged its duties properly. As set out

in the UK Corporate Governance Code

Compliance Statement on page 50, the

Remuneration Committee commissioned

an externally facilitated review of the

Company’s remuneration arrangements

and structures, and an update will be

provided in the FY26Report.

The board and the Remuneration

Committee encourage an open and

constructive dialogue directly with the

Company’s shareholders and continue to

be willing to engage with any shareholder

on any relevant topics, should they wish

to do so, including all remuneration topics

within the Committee’s remit. Accordingly,

if you would like to discuss any matter

from this Report, or remuneration

issues generally, please email the

Group Company Secretary at company.

secretary@braemar.com.

Format of the Report and matters to

be approved at our 2025 AGM

The remainder of this Report comprises

two sections:

1. A summary of our Directors’

Remuneration Policy which was

approved at the 2023 AGM. This is

included solely for information purposes

and the full Policy can be found within

the Company’s FY23 Annual Report,

which is available on the Company’s

website; and

2. The Annual Report on Remuneration,

which sets out the details of how our

Policy was implemented during FY25,

and the decisions taken in relation to

the prospective application of the policy

in FY26.

At the 2025 AGM, shareholders will

be asked to approve the Directors’

Remuneration Report (comprising both

the Annual Report on Remuneration and

this introductory.

The vote to approve the Directors’

Remuneration Report is the annual

advisory vote on such matters. We trust

that our shareholders will recognise the

robust year of performance delivered by

our executive team and vote in favour of

the resolution to approve the Directors’

Remuneration Report.

Elizabeth Gooch

On behalf of the Remuneration Committee

28 May 2025

64 Braemar Plc | Annual Report & Accounts 2025

The Remuneration Committee is not proposing to make any changes to the

Policy approved by shareholders at the 2023 AGM. The full Policy is contained

on pages 69 to 78 of the Company’s 2023 Annual Report and can be found on

our website at braemar.com/investors/.

Key extracts of the current Policy are shown below for information.

Policy table for executive directors

Base salary

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

To provide an

element of fixed

remuneration as

part of a market-

competitive

remuneration

package to attract

and retain the calibre

of talent required

to deliver the

Group’sstrategy

Base salaries are determined by the

Committee, taking into account:

– skills and experience of the individual;

– size, scope and complexity of the role;

– market competitiveness of the overall

remuneration package;

– performance of the individual andof the

Group as a whole; and

– pay and conditions elsewhere in

theGroup.

Base salaries are normally reviewed annually

with changes effective from thestart of the

financial year.

While there is no defined maximum,

salaryincreases are normally made

withreference to increases for the

wideremployee population.

The Committee retains discretion toaward

larger increases when considered

appropriate, to reflect, forexample:

– Where an executive director has had an

increase in responsibility

– Where an executive director has

been promoted or has had a change

inscope

– An individual’s development or

performance in role (e.g. to align a

newly appointed executive director’s

salary with the market over time).

– Where an executive director’s salary is

no longer market competitive (e.g. due

to an increase in size and complexity of

the business)

Increases may be implemented over

suchtime period as the Committee

deems appropriate.

None.

Benefits

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

To provide a market-

competitive benefits

package for the

nature andlocation

of the role.

Incorporates various cash/non-cash benefits

which are competitive in the relevant market,

and which may include such benefits as a

car (or car allowance), club membership,

healthcare, life assurance, income protection

insurance, and reimbursed business

expenses (including any tax liability).

Where relevant, other benefits on broadly

the same terms as provided to the wider

workforce or to reflect specific individual

circumstances, such as housing, relocation,

travel, or other expatriate allowances may

also be provided.

Any reasonable business-related expenses

can be reimbursed (and any tax thereon met

if determined to be a taxable benefit).

Executive directors may also participate in

the Company’s Save As You Earn (“SAYE”)

scheme on the same basis as other

employees and subject to statutory limits.

Benefit provision, for which there is no

prescribed monetary maximum, is set

atan appropriate level for the specific

nature and location of the role.

None.

Remuneration Policy

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 65

Pension

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

To provide a post-

retirement benefit

to attract and retain

talent.

The Committee may offer participation in

a defined contribution pension scheme or

provide a cash allowance.

The maximum contribution for any

executive director will be in line with

the level available for the majority of UK

employees at any given time (currently 5%

of salary).

None.

Annual bonus

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

To incentivise and

reward annual

performance aligned

with the long-

term objectives of

individuals and the

delivery of strategy.

Deferral into shares

strengthens long-

term alignment with

shareholders.

Executive directors are eligible to participate

in the annual bonus at the discretion of the

Committee each year.

Where executive directors undertake broking

activities, they may, at the discretion of the

Committee, be eligible to participate in the

brokers’ bonus arrangements.

The brokers’ bonus is non-contractual and

is currently calculated as a percentage of

profits from either personal and/or desk

revenues depending on the role fulfilled.

Where executive directors do not undertake

broking activities, they may participate in

an annual bonus for which appropriate

performance targets are set at the outset

ofthe year in accordance with this Policy.

Payout levels for all executive directors

aredetermined by the Committee after

year-end.

A portion of the annual bonus will be

deferred into shares under the Deferred

Bonus Plan (“DBP”), described in more

detailin the section below.

Clawback provisions will also apply,

as explained on page 74 of the 2023

Annual Report.

In line with market practice for the

Company’s peers, there is no cap on

individual brokers’ bonus awards. However,

the brokers’ bonus is funded by broking

profitability, and therefore any amount

is capped by the profits generated by

broking activities, as well as the profitability

and financial position of the Group as

awhole.

Where executive directors do not

undertake broking activities, the maximum

annual bonus opportunity is 100% of base

salary p.a.

Where executive directors

participate in the brokers’

bonus, this is currently

calculated as a percentage

of profits which, depending

on the individual’s role,

may reflect either personal

broking and/or desk

revenues.

However, the Committee

may also make a portion

of the brokers’ bonus

for executive directors

subject to the attainment

of specific non-financial or

personal metrics.

Where executive directors

do not participate in

the brokers’ bonus, the

performance measures

applied may be financial

or non-financial, corporate

or individual, and in

such proportions as the

Remuneration Committee

considers appropriate for

any financial year.

For all executive directors,

the Committee retains

discretion to override any

formulaic bonus outcome,

if it considers it appropriate

to do so, to take account

of overall or underlying

Group or personal

performance or such other

factors as it considers

relevant. The Committee

may also set “gateways” or

“underpins” for elements

of an executive director’s

bonus which must be

attained before that part of

the bonus is paid, should

the Committee consider

this appropriate.

66 Braemar Plc | Annual Report & Accounts 2025

Long-Term Incentive Plan (“LTIP”)

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

To provide a variable

element which

aligns the reward

of all executive

directors withlong-

term performance

delivered for

shareholders.

Awards are made under the 2024 Long-

Term Incentive Plan (“LTIP”) as approved

by shareholders at the 2024 Annual

General Meeting.

Awards vest subject to performance

measured over a period of at least

three years.

Vested awards are subject to an additional

holding period which, unless the Committee

determines otherwise, will run up to the fifth

anniversary of the date of grant.

All executive directors are eligible to

participate each year at the discretion

of the Committee.

The Committee retains the discretion

to override formulaic vesting outcomes

downward, if it considers it appropriate to do

so, to take account of overall or underlying

Group or personal performance or such

other factors as it considers relevant.

Awards are subject to clawback provisions,

as described in more detail on page 74 of

the 2023 Annual Report.

The usual maximum award opportunity

in respect of a financial year is 100% of

base salary.

However, in circumstances that the

Committee considers to be exceptional,

awards of up to 200% of base salary may

bemade.

Vesting is based on

the achievement

ofperformance targets

set in respect of key

performance measures

aligned to the strategy

and shareholder value

(currently underlying

earnings per share).

Up to 25% vests for

threshold performance.

The Committee retains

discretion to set alternative

measures and weightings

for awards over the life of

the Policy.

Targets for performance

measures are set

and assessed by the

Committee in its discretion.

Shareholding requirements

Purpose and link

to strategy

Operation Maximum

opportunity

Performance

measures

In-employment

shareholding

requirement.

To create greater

alignment between

executive directors

and shareholders

Executive directors are required to build

a shareholding of 100% of base salary.

Shares subject to unvested or vested but

unexercised awards under the DBP and

vested but unexercised LTIP awards may be

included, in all cases on a net of tax basis.

Executive directors will be required to retain

all of the shares (net of tax) that vest under

the DBP and the LTIP until the shareholding

requirement is met.

The Committee shall retain a discretion

to waive the requirements, in whole or in

part, in exceptional circumstances such as

critical illness or personal financial hardship

(including divorce).

Not applicable. Not applicable.

Post-employment

shareholding

requirement.

To ensure continued

alignment of the

long-term interests

of executive

directors and

shareholders post

cessation.

Executive directors are required to maintain

a shareholding equivalent to the in-

employment shareholding requirement

immediately prior to departure (or the actual

share and award holding on departure, if

lower) for two years post-cessation. Shares

subject to unvested awards under the DBP

and vested but unexercised LTIP awards

may be included, in both cases on a net of

tax basis.

The requirement will only apply to shares

vesting under DBP and LTIP awards made

from the 2020 AGM onwards and will not

apply to shares acquired either from awards

granted before this date or from shares

purchased directly by the executive director.

Not applicable. Not applicable.

Remuneration Policy continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 67

Bonus deferral

A portion of the annual bonus will be deferred into shares under the DBP, the latest plan rules for which were approved by the

Company’s shareholders at the 2021 AGM. Such awards will vest, unless the Committee determines otherwise, three years from the

date of grant, subject to continued employment with the Group.

For executive directors, the Company’s policy is to defer 10% of annual bonus outcomes each year under the DBP.

The Committee may determine that DBP awards are made in conjunction with the Company Share Option Plan (“CSOP”) to enable

UK tax resident individuals to benefit from the growth in value of the shares subject to the awards in a tax-efficient manner. In such

circumstances, when DBP awards are granted, a corresponding market value option will be granted under the terms of the CSOP,

the maximum aggregate face value of which may be up to £60,000. The options will vest on the same terms as and on the same

date as the corresponding DBP awards. Under the terms of a CSOP, no income tax or employee’s or employer’s National Insurance

contributions will be payable, on exercise, on the growth in value of the shares. The number of shares in respect of which the DBP

awards will vest will be reduced to take account of the gain in value, as at exercise, of the corresponding CSOP options. CSOP

awards would only be made in conjunction with the DBP as described above, and not on a stand-alone basis.

Policy table for the Chairman and non-executive directors

Purpose and

link to strategy

Operation Maximum

opportunity

To provide market-

appropriate fees to recruit

and retain individuals of

the calibre required to

deliver thestrategy.

The remuneration of the Chairman is determined by the Committee and

the remuneration of the non-executive directors is determined by the

board (excluding the non-executive directors).

Fees are normally reviewed on an annual basis.

Where the Chairman is a non-executive Chairman, they will receive

a single fee encompassing all duties. Where the Company has an

Executive Chairman, they may be eligible for additional elements in line

with the executive director policy table.

Non-executive directors receive a basic fee and may also receive

additional fees for Committee or other board duties.

Fees are payable in cash, although the Company may retain the right to

make payment in shares.

Expenses reasonably incurred in the performance of the role may be

reimbursed or paid for directly by the Company, as appropriate, including

any tax due on the benefits.

A non-executive Chairman and non-executive directors do not

participate in any of the Group’s bonus arrangements, share plans or

pension schemes.

While there is no maximum fee level,

fees are set considering:

– market practice for comparative

roles;

– the time commitment and duties

involved; and

– the requirement to attract and retain

thequality of individuals required by

theCompany.

68 Braemar Plc | Annual Report & Accounts 2025

Service contracts and letters of appointment

The policy for executive directors is for them to have rolling service contracts that provide for a notice period by either party (as set

out in the table below for current executive directors). The notice period may range between six and twelve months. The Company

may terminate the executive director’s contract by making a payment in lieu of notice of the unexpired notice period equivalent to

a value comprising salary, pension and contractual benefits. There is no provision in any of the service contracts of the executive

directors for any ex-gratia payments.

A non-executive Chairman and non-executive directors are appointed pursuant to a letter of appointment. The policy is that non-

executive directors are appointed for an initial term of three years which may be extended for further three-year periods on the

recommendation of the Nomination Committee and with the board’s agreement, subject to annual re-election at the AGM.

The non-executive directors’ letters of appointment are to be terminable on one month’s notice from either party.

Appointment date Notice period

Executive

Grant Foley 1 August 2023 6 months

James Gundy 10 November 2020 6 months

Non-executive

Elizabeth Gooch 21 July 2021 1 month

Joanne Lake 1 March 2022 1 month

Nigel Payne 6 April 2021 1 month

Catriona Valentine 16 May 2023 1 month

Remuneration Policy continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 69

Implementation of the Policy for FY26

This part of the Report sets out details of how the Remuneration Committee intends to apply the Directors’ Remuneration Policy

(the “Policy”) to the current executive directors in FY26.

Base salary

The base salaries for the current executive directors are shown below.

FY25

£’000

FY26

£’000 Change

James Gundy 475 500 5.2%

Grant Foley 325 400 23%

Benefits and pension

James Gundy and Grant Foley receive benefits and pension in line with the Policy.

Annual bonus

In line with continuing Policy, executive directors who participate in broking activities may participate in the brokers’ bonus which is

driven by the profitability of the broking desks and their contributions towards this. This bonus is non-contractual and is based on

profits generated through broking activities as described in the Policy.

A portion of the annual bonus awarded to the CEO and CFO will be deferred into shares under the DBP, and the deferral level will be

at 10% of bonus outcome.

The board believes annual bonus targets to be commercially sensitive and, consequently, does not publish details of them on a

prospective basis.

LTIP

The Committee proposes to grant LTIP awards to our executive directors for FY26 at normal policy levels of 100% of salary. All

awards will take the form of nil cost options to acquire ordinary shares of 10 pence each in the Company following a three-year

vesting period, subject to meeting the performance criteria set by the Committee and the rules of the LTIP. More detail on the

performance metrics and targets will be disclosed in the related announcement when the awards are made. Any vested awards will

be subject to a further two-year holding period.

Chairman and non-executive directors’ fees

During the year, the non-executive director (“NED”) base fees were reviewed and increased by £2,500 to £55,000 with effect from

1 June 2025. The Chairman’s fee will remain unchanged at £135,000 in FY26.

A summary of NED fees is set out in the table below.

FY25

£’000

FY26

£’000

Chairman fee 135 135

Non-executive director base fee 52.5 55

Audit & Risk Committee Chair fee 10 10

Remuneration Committee Chair fee 10 10

Committee membership fee

5 5

1 Catriona Valentine receives a Committee membership fee of £5,000 for her membership on the Remuneration and Audit & Risk Committees.

Implementation of the Policy in FY25

This section sets out details of the remuneration outcomes in respect of the year ended 28 February 2025. Those sections that

have been audited have been identified below.

Annual Report on Remuneration

70 Braemar Plc | Annual Report & Accounts 2025

Single total figure of remuneration for FY25 (audited)

The remuneration of the executive directors in respect of FY24 is shown in the table below (with the prior year comparative).

James Gundy Tristram Simmonds Grant Foley

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

FY25

£’000

FY24

£’000

Base salary 475.0 475.0 375.0 375.0 325.0 189.6

Benefits

2.6 2.7 4.5 3.2 4.5 1.8

Pension

23.8 23.8 18.8 18.8 16.3 9.5

Annual bonus

0.0 2,350 0.0 1,125 0.0 189.0

LTIP

0.0 0.0 0.0 0.0 0.0 0.0

Buy-out award

0.0 0.0 0.0 0.0 0.0 136.0

Total 501.4 2,851.5 398.3 1,522.0 345.8 525.9

Total fixed 501.4 501.5 398.3 3 97.0 345.8 200.9

Total variable 0.0 2,350 0.0 1,125.0 0.0 325.0

1 Benefits include private healthcare.

2 Pension includes the value of pension contributions to the Company’s defined contribution scheme (or an equivalent cash allowance) in respect of the relevant year.

3 Annual bonus represents the full value of the annual bonus awarded in respect of the relevant financial year, including the portion that is deferred into shares

pursuant to the DBP.

4 LTIP represents the value of the LTIP award that vests in respect of a performance period ending in the relevant financial year. The performance conditions for

our 2023 LTIP awards based on growth in EPS measured across the three years to 28 February 2025 were not attained and these awards have not vested.

5 Grant Foley received a cash payment of £136,000 which was a buy-out of the discounted value of his incentives from his previous employer, ClearScore, that

were forfeited on his departure to join the Company.

The fees of the non-executive directors in FY25 are shown in the table below.

Fixed fee

FY25

£’000

FY24

£’000

Elizabeth Gooch 62.5 60

Nigel Payne 135 135

Joanne Lake 62.5 60

Catriona Valentine 57.5 50

Payments to past directors and payments for loss of office (audited)

There were no payments to past directors during the year. Group Chief Operating Officer, Tristram Simmonds, stepped down

from the board on 7 March 2025. A summary of his leaving arrangements, which were in line with the Remuneration Policy, is set

out below:

– A payment in lieu of notice, representing six months and totalling £187,500, inclusive of basic salary and pension contribution

entitlement (to be paid in six instalments between March and August 2025).

– Loss of office (including settlement of obligations) payment of £400,000 to be paid in three instalments between March 2025 and

March 2026.

– All unvested share awards granted in 2023 and 2024 were lapsed in full; the full details of these awards are set out in the table on

page 70, which sets out the executive directors’ interests in incentive awards during the year.

LTIP award – granted during FY25 (audited)

The Committee granted LTIP awards to James Gundy, Tristram Simmonds and Grant Foley during the period at a level of 100%

of salary. The awards have performance criteria based on the Company’s growth in Earnings per Share (“EPS”), measured over a

three-year performance period ending on 28 February 2027. The underlying EPS measure will be adjusted to eliminate 50% of the

estimated impact of changes in foreign exchange rates over the performance period.

The performance targets require a three-year compound annual growth rate (“CAGR”) of 25% or more for full vesting (100% of

the award), with threshold vesting (25% vesting of the award) at 15% CAGR. For attaining three-year growth between these points,

vesting will be prorated on a straight-line basis.

Annual Report on Remuneration continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 71

Shareholding guidelines and share interests (audited)

Under the shareholding guidelines, executive directors are required to build and retain a shareholding in the Group at least equivalent

to 100% of their base salary.

Non-executive directors are not subject to a shareholding guideline. The following table sets out the shareholdings (including

by connected persons) of the directors in the Company as at 28 February 2025. This shows that James Gundy has met the

shareholding guideline. Grant Foley is yet to meet the shareholding guideline.

Number of shares

beneficially held at

28 February 2025

Shareholding as

a % of salary

Guideline met

Executive directors

James Gundy 988,907 531% Yes

Grant Foley 4,000 3% No

Tristram Simmonds 292,620 199% Yes

Non-executive directors

Nigel Payne 8,258

Elizabeth Gooch –

Joanne Lake 3,885

Catriona Valentine –

1 Shareholding as a percentage of salary is calculated using the base salary/fee and the average share price for the last three months of the year to 28 February 2025.

The table below provides details of the interests of the executive directors in incentive awards during the year.

Awards

held at

1 Mar 2024 Grant date

price on

grant £

Granted

Exercised/

released Lapsed

Awards

held at 28

Feb 2025

Exercise

price £

Exercisable

from

Exercisable

James Gundy

2018 LTIP 33,294 29 Oct 18 2.30 – 33,294 – – – 26 May 23 29 Oct 28

2019 LTIP 166,200 1 Jul 19 1.855 – 166,200 – – – 1 Jul 24 1 Jul 29

2020 LTIP 218,750 24 Jul 20 1.23 – – – 218,750 – 24 Jul 25 24 Jul 30

2021 DBP 169,925 8 Jun 21 2.66 – 169,925 – – – 8 Jun 24 8 Jun 24

2021 LTIP 300,884 14 Jun 21 2.91 – – 300,884 – – – –

2023 LTIP 164,360 16 Feb 23 3.14 – – – – – – –

2023 DBP 66,484 16 Feb 23 3.14 – – – 66,484 – 30 Jun 25 16 Feb 33

2024 LTIP 169,039 8 Dec 23 2.81 – – – 169,039 – 8 Dec 26 8 Dec 33

2024 DBP 104,982 8 Dec 23 2.81 – – – 104,982 – 9 Jul 26 8 Dec 33

2025 LTIP – 3 Jul 24 2.98 159,503 – – 159,503 – 3 Jul 27 3 Jul 34

2025 DBP – 3 Jul 24 2.98 78,912 – – 78,912 – 3 Jul 27 3 Jul 34

Tristram Simmonds

2023 LTIP 259,516 16 Feb 23 3.14 – – – 259,516 – 15 Feb 26 16 Feb 33

2023 DBP 14,505 16 Feb 23 3.14 – – – 14,505 – 30 Jun 25 16 Feb 33

2024 LTIP – 8 Dec 23 2.81 133,452 – – 133,452 – 8 Dec 26 8 Dec 33

2024 DBP – 8 Dec 23 2.81 44,484 – – 44,484 – 9 Jul 26 8 Dec 33

2025 LTIP – 3 Jul 24 2.98 125,923 – – 125,923 – 3 Jul 27 3 Jul 34

2025 DBP – 3 Jul 24 2.98 37,777 – – 37,777 – 3 Jul 27 3 Jul 34

Grant Foley

2024 LTIP – 8 Dec 23 2.81 67,467 – – 67,467 – 8 Dec 26 8 Dec 33

2025 LTIP – 3 Jul 24 2.98 109,134 – – 109,134 – 3 Jul 27 3 Jul 34

2025 DBP – 3 Jul 24 2.98 6,347 – – 6,347 – 3 Jul 27 3 Jul 34

1 Share price included is the market price on the date of grant. When calculating the number of awards to be made, the Company uses the middle market

quotations for the three trading days prior to grant.

72 Braemar Plc | Annual Report & Accounts 2025

The 2023, 2024 and 2025 LTIP awards are outstanding and have performance criteria based on the Company’s growth in EPS

measured over a three-year performance period as follows: the maximum possible opportunity will vest if growth in EPS is

equivalent to a CAGR of 25% or more per annum over the three-year performance period; if CAGR over the performance period

is less than 15% per annum, none of the awards will vest; if CAGR is 15% per annum, 25% of the award will vest; and if CAGR is

between 15% and 25% per annum, the vesting outcome will be calculated on a straight-line basis between 25% and 100%.

Percentage change in remuneration of the directors’ compared with average UK employees

The following table shows the year-on-year percentage change in the salary, benefits and annual bonus of the directors and

the employees of the Company for FY25 (and previous financial years from FY21). The Company considers that the Group’s UK

employees is the more representative comparator group, as the majority of the Group’s employees are not employed by the

Company itself, and as the Group Chief Executive Officer and the majority of the Group’s workforce are UK-based.

% Change in base salary % Change in benefits % Change in Annual Bonus

FY24

to FY25

FY23

to FY24

FY22

to FY23

FY21

to FY22

FY24

to FY25

FY23

to FY24

FY22

to FY23

FY21

to FY22

FY24

to FY25

FY23

to FY24

FY22

to FY23

FY21

to FY22

All UK Employees 8% 6% 12% 6% 34% 7% 49% 0% -9% -30% 104% 13%

All Plc Employees 5% 9% 7% 10% 21% 7% 13% -20% -96% -9% 66% 119%

James Gundy 0% 6% 6% 0% -3% 4% 0% 20% -100% -10% 51% 5%

Tristram

Simmonds

0% 12.5% 50% N/A 41% 19% 0% N/A -100% -10% 194% N/A

Grant Foley

0% N/A N/A N/A 0% N/A N/A N/A -100% N/A N/A N/A

Joanne Lake

4% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

Nigel Payne

0% 25% 0% N/A N/A N/A N/A N/A N/A N/A N/A N/A

Elizabeth Gooch

4% 0% 18% N/A N/A N/A N/A N/A N/A N/A N/A N/A

Catriona Valentine

15% N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A N/A

1 Tristram Simmonds joined the Board on 1 August 2021, so there is no prior year comparison in respect of FY21 to FY22.

2 Grant Foley joined the Board on 1 August 2023, so there is no prior year comparison in respect of FY23 to FY24 and earlier.

3 Joanne Lake joined the Board on 1 March 2022, so there is no prior year comparison in respect of FY22 to FY23 and earlier.

4 Nigel Payne joined the Board on 1 May 2021, so there is no prior year comparison in respect of FY21 to FY22.

5 Elizabeth Gooch joined the Board on 1 August 2021, so there is no prior year comparison in respect of FY21 to FY22.

6 Catriona Valentine joined the Board on 16 May 2023, so there is no prior year comparison in respect of FY23 to FY24 and earlier.

Annual Report on Remuneration continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 73

CEO pay ratio

The table below shows how the Group Chief Executive Officer’s single-figure remuneration for FY25 compares to the equivalent

single-figure remuneration for the Group’s UK employees ranked at the 25th, 50th and 75th percentile.

Year Method

25th

percentile

pay ratio

Median pay

ratio

75th

percentile

pay ratio

2025 Option A 09:01 06:01 03:01

2024 Option A 57:1 30:1 15:1

2023 Option A 74:1 40:1 18:1

2022 Option A 80:1 54:1 21:1

2021 Option A 21:1 13:1 5:1

2025

25th

percentile

pay £

Median

pay £

75th

percentile

pay £

Total pay and benefits 57,500 90,000 200,000

Salary element of total pay and benefits 51,500 80,000 130,000

The Company has again selected Option A as the method for calculating the CEO pay ratio. Option A calculates a single figure

for every UK-based employee in the year to 28 February 2025 and identifies the employees that fall at the 25th, 50th and 75th

percentiles. This method was chosen as it is considered the most accurate way of identifying the relevant employees and aligns

tohow the single figure table is calculated.

The Company has included the following elements of pay in its calculation: annual basic salary, allowances, bonuses, share

awards, employer’s pension contributions, and P11D benefits. These pay elements were separated into recurring and non-recurring

components. The recurring components were scaled relative to the proportion of the financial year worked by each individual

employee before being added to the non-recurring elements such as bonus and share awards.

This resulted in a single figure for each employee, from which the individuals at the 25th, 50th and 75th percentiles could be identified.

Relative importance of spend on pay

The table below shows total employee remuneration and distributions to shareholders paid in respect of FY25 and FY24 (and the

difference between the two).

FY25

£ million

FY24

£ million

Change

(%)

Total employee remuneration

96.4 105.6 -8.7%

Distributions to shareholders 2.2 4.1 -46%

1. Total employee remuneration as per Note 2.4, excluding employer social security costs.

74 Braemar Plc | Annual Report & Accounts 2025

Performance graph and table

The chart below shows the Total Shareholder Return of the Company against the FTSE All-Share Index over the last ten years.

The Committee believes the FTSE All-Share Index is the most appropriate index against which the Total Shareholder Return of the

Company should be measured.

100

150

200

Feb 2025Feb 2024Feb 2023Feb 2022Feb 2021Feb 2020Feb 2019Feb 2018Feb 2017Feb 2016Feb 2015

Indexed Total Return

Braemar Plc FTSE All-Share

Source: Datastream (an LSEG product).

The table below provides remuneration data for the role of the CEO for the current and each of the last ten financial years over the

equivalent period.

CEO

FY25

£’000

James

Gundy

FY24

£’000

James

Gundy

FY23

£’000

James

Gundy

FY22

£’000

James

Gundy

FY21

£’000

Ronald

Series/

James

Gundy

FY20

£’000

James

Kidwell/

Ronald

Series

FY19

£’000

James

Kidwell

FY18

£’000

James

Kidwell

FY17

£’000

James

Kidwell

FY16

£’000

James

Kidwell

Single total figure of remuneration 501.4 2,851.5 4,112 2,830 714 324 404 579 404 577

Annual bonus (% of maximum) N/A N/A 74% 49% 34% 10% 0% 50% 0% 60%

LTIP vesting (% of maximum) 0% 0% 100% 90% 18 0% 0% 0% 0% N/A

Statement of voting at AGM

The following table sets out the votes cast (including those cast by proxy) at the 2024 AGM in respect of the Committee’s Report for

the year ending 28 February 2024 and at the 2023 AGM in respect of the Directors’ Remuneration Policy.

Resolution

Votes for Votes against Total votes

cast

Votes

withheld

## % # %

Approval of Directors’ Remuneration Report for

year ending 29 February 2024 6,034,754 54.90 4,958,251 45.10 10,993,005 56,003

Approval of the Long-Term Incentive Plan 8,699,813 79.17 2,289,077 20.83 10,988,890 60,118

Approval of Directors’ Remuneration Policy 7,283,255 57.6 5 5,350,295 42.35 12,633,550 12,838

Elizabeth Gooch

On behalf of the Remuneration Committee

28 May 2025

Annual Report on Remuneration continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 75

This section contains additional information

that the Directors are required to include

within the Annual Report. Together with the

Strategic Report on pages 1 to 49, it forms

the Management Report for the purposes

of Disclosure Guidance and Transparency

Rule (“DTR”) 4.1.5. Other information that is

relevant to this Directors’ Report, and which is

incorporated by reference into this Directors’

Report, can be found elsewhere in this Annual

Report, asfollows:

– Results and decisions relating to dividends on pages 1 and 7.

– Important events during the year ended 28 February 2025 and

likely future developments in the business of the Company or

its subsidiaries on pages 6 to 7 and 26.

– Going concern on pages 24 and 48.

– Greenhouse gas emissions on page 32.

– Employee engagement and diversity on page 37.

– Engagement with clients and other key stakeholders on

pages 26 to 27 and 53.

– Corporate Governance Report on pages 50 to 74.

– Section 172 Statement on pages 26 to 27.

– Risk and compliance framework on pages 41 to 49.

– Principal decisions taken during the year on pages 26 to 27.

– ESG Report on pages 28 to 39.

– Non-Financial Information Statement on page 40.

Principal activity

Braemar Plc (registered number 02286034) is the ultimate

holding Company for the Group, a global provider of expert

investment, chartering, and risk management advice to the

shipping and energy markets.

Review of the business

A more detailed review of the business for the year is included

in the Chairman’s Statement, the Group Chief Executive Officer’s

Statement and the Financial Review.

Amendment of Articles of Association

The Company’s shareholders may amend the Company’s

Articles of Association by special resolution.

Directors’ Report for the year ended 28 February 2025

On behalf of the board, I

am delighted to present the

directors’ report for the year

ended 28 February 2025.

Rebecca-Joy Wekwete

Group Company Secretary

Branches outside the United Kingdom

The Group has branches and/or representative offices in

Australia, China, Germany, Greece, India, Republic of Korea,

Spain, Singapore, Switzerland, United Arab Emirates, and

theUSA.

Change of control – significant agreements

No person holds securities in the Company carrying special

rights with regard to control of the Company. The Company is

notaware of any agreements between holders of securities

that may result in restrictions in the transfer of securities or

votingrights.

The Convertible Loan Notes that are summarised below carry

certain accelerated conversion rights in the event of default

on financial commitments associated with the instruments or

business distress within the Group. The Convertible Loan Notes

shall automatically convert or be redeemed in the event that any

person or persons acting in concert holds more than 50% ofthe

issued share capital of the Group or an impairment charge

in excess of €50 million is reflected in the audited Financial

Statements of the Group.

There are a number of ordinary course of business agreements

that take effect, alter or terminate following a change of control

of the Company, but none of these are considered to have a

significant potential impact on the business of the Group as

awhole.

Convertible Loan Note Instruments

On 26 September 2017, the Company completed the acquisition

of Braemar Naves. A new class of convertible loan note

instruments (the “Convertible Loan Notes”) formed a core part of

the consideration for this transaction. The Company has issued

all of the Convertible Loan Notes to be issued in connection with

this acquisition, of which €2,928,956 (FY24: €3,627,956) worth

remain outstanding.

These Convertible Loan Notes are unsecured and unlisted. The

Convertible Loan Notes are denominated in euros and, as part of

the restructuring, it was agreed that they would carry a 5% per

annum coupon from September 2025, increasing from 3%. The

conversion prices were fixed at 390.3 pence for management

note holders. For more information on the Convertible Loan

Notes, please see Note 4.7 to the Financial Statements.

76 Braemar Plc | Annual Report & Accounts 2025

Political contributions

There were no political contributions during the year ended

28 February 2025 (FY24: £nil).

Share capital and voting rights

As at 28 February 2025, the Company’s total issued ordinary

share capital was 32,924,877 shares of 10 pence each

(29 February 2024: 32,924,877 shares). All of the Company’s

shares are fully paid up and quoted on the London Stock

Exchange plc’s Official List. The rights and obligations attaching

to the Company’s ordinary shares (as well as the powers of the

Company’s Directors and any rules relating to their appointment

and replacement) are set out in the Company’s Articles of

Association, copies of which can be found online at Companies

House, or by writing to the Company Secretary. There are

no restrictions on the voting rights or the transfer restrictions

attaching to the Company’s issued ordinary shares.

At the AGM held on 3 July 2024, shareholders passed a

resolution to renew the Directors’ authority to allot shares in

the Company. Further details are provided in the Notice of the

2024 AGM.

Share schemes

Details of long-term incentive schemes are provided in the

Directors’ Remuneration Report on page 66.

Purchase of own ordinary shares

The Company is authorised to make market purchases of the

Company’s ordinary shares pursuant to the authority granted by

its shareholders at the AGM held on 3 July 2024. This authority

will expire at the end of the 2025 AGM. The Company did not

use this authority in either the year ended 29 February 2024 or

the year ended 28 February 2025.

The Directors proposed that this authority be renewed at

the 2024 AGM in accordance with the Company’s Articles of

Association and this resolution was passed. In accordance

with the ABI Investor Protection Guidelines, the maximum

number of ordinary shares which may be acquired under such

authority is 10% of the Company’s issued ordinary shares.

The Directors will only make a purchase of shares using this

authority if it is expected to result in an increase in earnings

per share and will take into account other available investment

opportunities, appropriate gearing levels and the overall position

of the Company. Any shares purchased in accordance with this

authority will subsequently be cancelled.

Options and ESOP Trust

The total number of options to subscribe for shares in the

Company that were outstanding as at 28 February 2025 was

1,865,006, being 5.6% (FY24: 5.4%) of the issued share capital.

During the year ended 28 February 2025, 880,344 of the

Company’s ordinary shares were purchased by SG Kleinwort

Hambros Trust Company (CI) Ltd, as Trustee of the Company’s

ESOP Trust (FY24: 2,156,196). The Trustee had absolute discretion

and independence in respect of any trading decisions it made in

respect of these purchases. As at 28 February 2025, the ESOP

held 1,583,460 shares.

Directors and their interests

The directors of the Company as at the date of this Directors’

Report are shown onpages 75 to 78. Tristram Simmonds served

as a director of the Company during the year ended

28 February 2025 and stepped down from the board on

7 March 2025.

The directors’ beneficial interests in the ordinary shares and

share options of the Company as at 28 February 2025 are

disclosed in the Directors’ Remuneration Report on page 71.

There have not been any changes in such interests between

28 February 2025 and 1 May 2025. As at 28 February 2025,

the executive directors, in common with other employees of

the Group, also have an interest in 1,583,460 (FY24: 2,365,501)

ordinary 10 pence shares held by SG Kleinwort Hambros

Trust Company (CI) Ltd on behalf of the Employee Share

Ownership Plan.

The Directors held no material interest in any contract of

significance entered into by the Company or its subsidiaries

during the year ended 28 February 2025.

During the year, the Company maintained cover for its directors

and officers and those of its subsidiary companies under a

directors’ and officers’ liability insurance policy, as permitted by

the Companies Act 2006.

Significant shareholdings

As at 28 February 2025, the board had been notified of the

following shareholdings of 3% or more of the Company’s issued

share capital, in accordance with DTR 5. The Company has only

disclosed those interests of which it has been notified. It should be

noted that these holdings are likely to have changed since being

notified to the Company. However, notification of any change is not

required until the next applicable threshold is crossed. The working

vendors of Braemar Naves Corporate Finance GmbH currently hold

€2,928,956 of Convertible Loan Notes.

As at 28 February 2025, the Company was aware of the following

significant direct or indirect shareholdings of 3% or more:

Name

Number

of shares

Percentage

of issued

ordinary

share capital

Chase Nominees Limited 2,850,000 8.66%

Wealth Nominees Limited 1,904,106 5.78%

Rock (Nominees) Limited 1,867,838 5.67%

SG Kleinwort Hambros Trust

Company (CI) Limited as Trustee

of the Braemar Plc ESOP 1,583,460 4.81%

Interactive Investor Services

Nominees Limited 1,205,092 3.66%

Hargreaves Landsdown (Nominees)

Limited 1,129,087 3.43%

Barclays Director Investing Nominees

Limited 997,422 3.03%

James Gundy 988,907 3.00%

1 Percentages are shown as a percentage of the Company’s total voting rights

as at 28 February 2025.

Directors’ Report for the year ended 28 February 2025 continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 77

Financial instruments

The Group’s financial risk management objectives and policies

are set out in the Corporate Governance Report on pages 52,

56 to 60 and in the Strategic Report on pages 41 to 49.

Statement of Directors’ responsibilities

The directors are responsible for preparing this Annual

Report and the Group and Company Financial Statements in

accordance with applicable laws and regulations.

Company law requires the directors to prepare Group and

Company Financial Statements for each financial year. Under

such law, they are required to prepare the Group Financial

Statements in accordance with international accounting

standards in conformity with the Companies Act 2006. Under

the Financial Conduct Authority’s Disclosure Guidance and

Transparency Rules, Group Financial Statements are required

to be prepared in accordance with UK adopted IAS and the

requirements of the Companies Act 2006.

Under company law, the directors must not approve the Group

Financial Statements unless they are satisfied that they give

a true and fair view of the state of affairs of the Group and

the Company and of the profit or loss of the Group and the

Company for that period.

In preparing these Financial Statements, the directors are

required to:

– select suitable accounting policies in accordance with IAS 8

Accounting Policies, Changes in Accounting Estimates and

Errors and then apply them consistently;

– make judgements and accounting estimates that are

reasonable and prudent;

– present information, including accounting policies, in a

manner that provides relevant, reliable, comparable and

understandable information;

– provide additional disclosures when compliance with the

specific requirements in IFRSs is insufficient to enable users to

understand the impact of particular transactions, other events

and conditions on the Group’s financial position and financial

performance;

– in respect of the Group Financial Statements, state whether

UK adopted IAS and the requirements of the Companies Act

2006 have been followed, subject to any material departures

disclosed and explained in the Financial Statements;

– in respect of the Parent Company Financial Statements, state

whether UK Generally Accepted Accounting Practice and

in conformity with the Companies Act have been followed,

subject to any material departures disclosed and explained in

the Financial Statements; and

– prepare the Group and parent Financial Statements on the

going concern basis unless it is appropriate to presume that

the Company and the Group will not continue in business.

The directors are responsible for keeping adequate accounting

records that are sufficient to show and explain the Company’s

and Group’s transactions and disclose with reasonable accuracy

the financial position of the Company and the Group and enable

them to ensure that the Company and the Group Financial

Statements comply with Section 403 of the Companies Act

2006. They are responsible for such internal controls as they

determine is necessary to enable the preparation of Financial

Statements that are free from material misstatement, whether

due to fraud or error, and have general responsibility for taking

such steps as are reasonably open to them to safeguard the

assets of the Group and to prevent and detect fraud and

other irregularities.

Under applicable law and regulations, the directors are also

responsible for preparing a Strategic Report, Directors’ Report,

Directors’ Remuneration Report and corporate governance

statement that complies with that law and those regulations.

The directors are responsible for the maintenance and integrity

of the corporate and financial information included on the

Company’s website. Legislation in the UK governing the

preparation and dissemination of Financial Statements may

differ from legislation in other jurisdictions.

Responsibility statement of the directors in respect of the

Annual Report

Each of the directors, whose details can be found on pages 54

to 56, to the best of their knowledge confirm that the:

– consolidated Financial Statements, prepared in accordance

with UK adopted IAS and the requirements of the Companies

Act 2006, give a true and fair view of the assets, liabilities,

financial position and profit of the Parent Company and

undertakings included in the consolidation taken as a whole;

– Annual Report, including the Strategic Report and the

Directors’ Report, together includes a fair review of the

development and performance of the business and the

position of the Company and undertakings included in the

consolidation taken as a whole, together with a description of

the principal risks and uncertainties that they face;

– Annual Report and accounts, taken as a whole, is fair,

balanced and understandable and provides the information

necessary for shareholders to assess the Group’s position and

performance, business model and strategy.

Disclosure of information to the auditors

In accordance with Section 418 of the Companies Act 2006,

each person who is a director at the date of approval of this

Annual Report confirms that:

– so far as the director is aware, there is no relevant audit

information of which the Company’s auditor is unaware; and

– the director has taken all the steps that they ought to have

taken as a director to make themselves aware of any relevant

audit information and to establish that the Company’s auditor

is aware of that information.

78 Braemar Plc | Annual Report & Accounts 2025

Forward-looking statements

Where this Annual Report contains forward-looking statements,

these are based on current expectations and assumptions

and only relate to the date on which they are made. These

statements should be treated with caution due to the inherent

risks, uncertainties and assumptions underlying any such

forward-looking information. The Group cautions investors that

a number of factors, including matters referred to in this Annual

Report, could cause actual results to differ materially from those

expressed or implied in any forward-looking statement. Such

factors include, but are not limited to, those discussed on

pages 41 to 49 of this Annual Report.

Forward-looking statements in this Annual Report include

statements regarding the intentions, beliefs or current

expectations of our directors, officers and employees

concerning, among other things, the Group’s results, financial

condition, liquidity, prospects, growth, strategies and the

business. Neither the Group, nor any of the directors, officers or

employees, provides any representation, assurance or guarantee

that the occurrence of the events expressed or implied in any

forward-looking statements in this Annual Report will actually

occur. Undue reliance should not be placed on these forward-

looking statements. Other than in accordance with our legal

and regulatory obligations, the Group undertakes no obligation

to publicly update or revise any forward-looking statement,

whether as a result of new information, future events

or otherwise.

Appointment of the auditors

In accordance with Section 489 of the Companies Act 2006,

a resolution for the reappointment of BDO LLP as auditor of

the Company was proposed and passed at the AGM held on

3 July 2024.

Annual General Meeting

The Company’s 2025 Annual General Meeting (“AGM”) will be

held on Wednesday, 2 July 2025 at 11 a.m. at the Company’s

offices at One Strand, Trafalgar Square, London, WC2N 5HR.

Further details of the AGM will be set out in the 2025 AGM

notice of meeting.

This Directors’ Report was approved by the board of directors

on28 May 2025.

By order of the board

Rebecca-Joy Wekwete

Company Secretary

28 May 2025

Directors’ Report for the year ended 28 February 2025 continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 79

Independent auditor’s report

to the members of Braemar Plc

Opinion on the financial statements

In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as at 28 February 2025

and of the Group’s profit for the year then ended;

– the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards;

– the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted

Accounting Practice;

– the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

We have audited the financial statements of Braemar Plc (the ‘Parent Company’) and its subsidiaries (the ‘Group’) for the year ended

28 February 2025 which comprise the Consolidated Income Statement, the Consolidated Statement of Comprehensive Income,

the Consolidated Balance Sheet, the Consolidated Cash Flow Statement, the Consolidated Statement of Changes in Total Equity,

the Company Balance Sheet, the Company Statement of Changes in Total Equity and notes to the financial statements, including

material accounting policy information. The financial reporting framework that has been applied in the preparation of the Group

financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that

has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting

Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted

Accounting Practice).

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. 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 believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our

opinion. Our audit opinion is consistent with the additional report to the Audit and Risk committee.

Independence

Following the recommendation of the Audit and Risk committee, we were appointed by the Board of Directors on 2 October 2018

to audit the financial statements for the year ended 28 February 2019 and subsequent financial periods. The period of total

uninterrupted engagement is seven years, covering the years ended 28 February 2019 to 28 February 2025. We remain independent

of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial

statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other

ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided

to the Group or the Parent Company.

Conclusions relating to going concern

In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the

preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group and the Parent

Company’s ability to continue to adopt the going concern basis of accounting included:

– Evaluating the Directors’ going concern assessment and forecasts, including assessing the underlying base case cash flow

forecasts by obtaining supporting documents, including current forward order book, and considering other factors such as:

– geopolitical events;

– the overall shipping industry;

– impacts of tariffs;

– current economic matters; and

– climate-change;

– Evaluating the stress tests performed by the Directors, to determine whether they are appropriate based on our knowledge of the

business and industry and whether further stress tests should be performed;

– Reviewing the reverse stress test forecast to assess the point at which covenants would be breached or a liquidity event

triggered;

– Considering the Directors’ conclusion that the likelihood of the reverse stress case scenario materialising is remote and the ability

of the Directors to undertake further mitigating actions that are within their control should this be required;

– Assessing the Group’s covenant compliance calculations (actual at year end and forecast post year-end) with the terms of the

facility agreement; and

– Assessing the financial statement disclosures regarding going concern to determine whether they are complete and accurate.

Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that,

individually or collectively, may cast significant doubt on the Group and the Parent Company’s ability to continue as a going concern

for a period of at least twelve months from when the financial statements are authorised for issue.

In relation to the Parent Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material

to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered

it appropriate to adopt the going concern basis of accounting.

80 Braemar Plc | Annual Report & Accounts 2025

Independent auditor’s report continued

to the members of Braemar Plc

Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of

this report.

Overview

Key audit matters 2025 2024

1. Manipulation of revenue through adjustments posted in Navision that

do not originate from the Group’s core trading systems

2. Shipbroking revenue recognition on Sales and Purchase

(Second-hand and New Builds)

Shipbroking revenue recognition on Sales and Purchase (Second-hand

and New Builds), is no longer considered to be a key audit matter due

to the refined risk assessment in the current year.

✓

✗

✓

Materiality Group financial statements as a whole

£851,000 (2024: £917,000) based on 0.6% (2024: 0.6%) of revenue from continuing operations.

An overview of the scope of our audit

Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting

framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material

misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional

judgement to focus our audit procedures on the areas that posed the greatest risks to the group financial statements. We

continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the group risk of

material misstatement to an acceptable level, in order to provide a basis for our opinion.

Components in scope

From our risk assessment and planning procedures, we determined which of the Group’s components were likely to include risks of

material misstatement relevant to the Group’s financial statements. We then determined the type of procedures to be performed at

these components, and the extent to which component auditors were required to be involved.

As part of performing our Group audit, we have determined the components in scope as follows:

Audit procedures on entire financial information of the component – comprises the Parent Company and certain Group subsidiaries

in Singapore and the UK (2024: Parent Company and certain Group subsidiaries in Australia, Germany, Singapore, UK and USA).

Audit procedures on one or more account balances, classes of transactions or disclosures – comprises certain Group subsidiaries

in Australia, USA and the UK (2024 – Spain, UAE and UK).

In determining components, we have considered how components are organised within the Group, and the commonality of control

environments, legal and regulatory framework, and level of aggregation associated with individual entities. Whilst there is relative

commonality of controls across the Group, differences in jurisdictional risk, and the legal and regulatory frameworks under which the

entities operate, prevent the further amalgamation of components.

For components in scope, we used a combination of risk assessment procedures and further audit procedures to obtain sufficient

appropriate evidence. These further audit procedures included:

– procedures on the entire financial information of the component, including performing substantive procedures

– procedures on one or more classes of transactions, account balances or disclosures.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 81

Procedures performed at the component level

We performed procedures to respond to group risks of material misstatement at the component level that included the following.

Component Component Name Entity Group Audit Scope

1 Braemar Plc Braemar Plc Statutory audit and procedures on the entire

financial information of the component.

2 Braemar Shipbroking

Limited

Braemar Shipbroking Limited

- Athens branch

Braemar Shipbroking Limited

- Geneva branch

Braemar Shipbroking Limited

– China office

Statutory audit and procedures on the entire

financial information of the component.

3 Braemar Shipbroking

Pte Limited

Braemar Shipbroking Pte Limited

– China office

Statutory audit and procedures on the entire

financial information of the component.

4 Braemar Securities

Limited

Braemar Securities Limited Statutory audit and procedures on the entire

financial information of the component.

5 Braemar Shipbroking

(Dry Cargo) Limited

Braemar Shipbroking (Dry Cargo) Limited Procedures on one or more classes of

transactions, account balances or disclosures.

6 Braemar Shipbroking

Pty Limited

Braemar Shipbroking Pty Limited Procedures on one or more classes of

transactions, account balances or disclosures.

7 Southport Maritime Inc Southport Maritime Inc Procedures on one or more classes of

transactions, account balances or disclosures.

Procedures performed centrally

The group operates a centralised IT function that supports IT processes for certain components. This IT function is subject to

specified risk-focused audit procedures, predominantly assessing the design and implementation of the relevant IT general controls

and IT application controls.

Locations

The Group’s operations are spread over a number of different geographical locations. During the year, the group engagement team

visited the Singapore component and attended meetings with local management and component auditors. The component audit

teams visited and conducted procedures at the Group’s offices in the UK, Singapore and Australia.

In addition, our teams worked remotely, holding calls and video conferences with Group management and component

management for the in-scope components.

Working with other auditors

As Group auditor, we determined the components at which audit work was performed, together with the resources needed to

perform this work. These resources included component auditors, who formed part of the group engagement team as reported

above. As Group auditor we are solely responsible for expressing an opinion on the financial statements.

In working with these component auditors, we held discussions with component audit teams on the significant areas of the group

audit relevant to the components based on our assessment of the group risks of material misstatement. We issued our group audit

instructions to component auditors on the nature and extent of their participation and role in the group audit, and on the group risks

of material misstatement.

We directed, supervised and reviewed the component auditors’ work. This included holding meetings and calls during various

phases of the audit, reviewing component auditor working papers remotely and evaluating the appropriateness of the audit

procedures performed and the results thereof.

82 Braemar Plc | Annual Report & Accounts 2025

Independent auditor’s report continued

to the members of Braemar Plc

Climate change

Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements

included:

– Enquiries and challenge of management to understand the actions they have taken to identify climate-related risks and their

potential impacts on the financial statements and adequately disclose climate-related risks within the annual report;

– Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change

affects this particular sector; and

– Review of the minutes of Board and Audit and Risk Committee meetings and other papers related to climate change.

We challenged the extent to which climate-related considerations, including the expected cash flows from initiatives and

commitments have been reflected, where appropriate, in the Director’s going concern assessment and viability assessment.

We also assessed the consistency of management’s disclosures (including the disclosures in the Task Force on Climate-Related

Disclosures (‘TCFD’) section) with the financial statements and with our knowledge obtained from the audit.

Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters that were materially affected by

climate-related risks.

Key audit matters

Key audit matters are those matters that, in our professional judgement, 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, including those which had the greatest effect on: the overall audit strategy, the allocation of resources in the

audit, and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial

statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters.

Key audit matter How the scope of our audit addressed the key audit matter

Revenue

recognition:

Manipulation of

revenue through

adjustments

posted in Navision

that do not

originate from

the Group’s core

trading systems.

(See the accounting

policy in note 2)

Revenue for the Group could be subject to

manipulation from management when revenue

arises that does not originate from the Group’s core

trading systems. These journals are considered

higher risk as they do not relate to the standard

transactional processing of the business.

We have assessed this risk as one of the most

significant risks of material misstatement due to

the nature of entries that are made directly into the

accounting system.

For these reasons, we considered revenue

adjustments posted directly in Navision to be a key

audit matter.

Our procedures included:

• Use of computer assisted audit techniques to

reconcile financial information between Trigonal

(the Group’s shipbroking revenue system) &

Navision (the general ledger system) to identify

unmatched transactions; and

• Audit of unmatched transactions between

Trigonal and Navision, including postings relating

to:

– Co-broker/address commissions;

– Hedging FX differences;

– Accrued and deferred revenue for single

voyage revenue; and

– Other revenue that does not originate from the

Group’s core trading systems.

Evidence obtained to support the unmatched

transactions included agreements between

Braemar and third parties, third party discharge

documentation and cash receipts and payments.

Key observations

Based on the procedures above, we are satisfied

that adjustments relating to revenue in Navision

throughout the year and at year end are appropriate.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 83

Our application of materiality

We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements.

We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions

of reasonable users that are taken on the basis of the financial statements.

In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality

level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not

necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular

circumstances of their occurrence, when evaluating their effect on the financial statements as a whole.

Based on our professional judgement, we determined materiality for the financial statements as a whole and performance

materiality as follows:

Group Parent Company

Materiality £851,000 (2024: £917,000) £765,000 (2024: £810,000)

Basis for

determining

materiality

0.6% of revenue from continuing operations

(2024: 0.6% of revenue from continuing operations).

1% of total assets capped at 90% (2024: 90%)

of Group materiality.

Rationale for the

benchmark applied

We consider total Group revenue from continuing

operations to be the most appropriate benchmark

due to potential volatility in underlying profit before

tax, due in part to acquisition related expenses and

foreign exchange movements.

We consider total assets to be the most appropriate

benchmark as the Parent Company is a non-

trading holding company. This was capped at

90% of Group materiality (2024: 90%), given the

assessment of component aggregation risk.

Performance

materiality

£655,000 (2024: £596,000) £573,000 (2024: £533,000)

Basis for

determining

performance

materiality

77% (2024: 65%) of Materiality 75% (2024: 65%) of Materiality

Rationale for the

percentage applied

for performance

materiality

The level of performance materiality was set by the audit team with reference to the level of adjustments

identified in the prior year, level of sampling work required, the number of accounts subject to high degrees

of estimation and judgement and the number of components.

Component performance materiality

For the purposes of our Group audit opinion, we set performance materiality for each component of the Group (apart from the

Parent Company whose materiality and performance materiality are set out above) based on a percentage of between 30% and

65% (2024: 59% and 88%) of Group performance materiality, dependent on a number of factors including size of component

and our assessment of the risk of material misstatement of those components. Component performance materiality ranged from

£197,000 to £427,000 (2024: £351,000 to £526,000).

Reporting threshold

We agreed with the Audit and Risk Committee that we would report to them all individual audit differences in excess of £26,000

(2024: £18,000) for Group and £23,000 (2024: £16,000) for Parent Company. We also agreed to report differences below this

threshold that, in our view, warranted reporting on qualitative grounds.

84 Braemar Plc | Annual Report & Accounts 2025

Independent auditor’s report continued

to the members of Braemar Plc

Other information

The directors are responsible for the other information. The other information comprises the information included in the Annual

Report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover

the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance

conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is

materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears

to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to

determine whether this gives rise to a material misstatement in the financial statements themselves. 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.

Corporate governance statement

The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part

of the Corporate Governance Statement relating to the parent company’s compliance with the provisions of the UK Corporate

Governance Code specified for our review.

Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate

Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit.

Going concern and

longer-term viability

• The Directors’ statement with regards to the appropriateness of adopting the going concern basis of

accounting and any material uncertainties identified set out on page 48;

• The Directors’ explanation as to their assessment of the Group’s prospects, the period this assessment

covers and why the period is appropriate set out on page 48; and

• The Directors’ statement on whether they have a reasonable expectation that the group will be able to

continue in operation and meet its liabilities set out on page 48.

Other Code

provisions

• Directors’ statement on fair, balanced and understandable set out on page 77;

• Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set

out on page 42;

• The section of the annual report that describes the review of effectiveness of risk management and

internal control systems set out on page 59; and

• The section describing the work of the Audit and Risk committee set out on page 56-59.

Other Companies Act 2006 reporting

Based on the responsibilities described below and our work performed during the course of the audit, we are required by the

Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below.

Strategic report

and Directors’

report

In our opinion, based on the work undertaken in the course of the audit:

• the information given in the Strategic report and the Directors’ report for the financial year for which the

financial statements are prepared is consistent with the financial statements; and

• the Strategic report and the Directors’ report have been prepared in accordance with applicable legal

requirements.

In the light of the knowledge and understanding of the Group and Parent Company and its environment

obtained in the course of the audit, we have not identified material misstatements in the strategic report or

the Directors’ report.

Directors’

remuneration

In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in

accordance with the Companies Act 2006.

Matters on which

we are required

to report by

exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006

requires us to report to you if, in our opinion:

• adequate accounting records have not been kept by the Parent Company, or returns adequate for our

audit have not been received from branches not visited by us; or

• the Parent Company financial statements and the part of the Directors’ remuneration report to be audited

are not in agreement with the accounting records and returns; or

• certain disclosures of Directors’ remuneration specified by law are not made; or

• we have not received all the information and explanations we require for our audit.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 85

Responsibilities of Directors

As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the

financial statements and for being satisfied that they give a true and fair view, and for 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.

In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’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 Group or the Parent Company or to cease operations, or have no

realistic alternative but to do so.

Auditor’s responsibilities for the audit of the financial statements

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 opinion. Reasonable assurance is a

high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) 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.

Extent to which the audit was capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our

responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our

procedures are capable of detecting irregularities, including fraud is detailed below:

Non-compliance with laws and regulations

Based on:

– Our understanding of the Group and the industry in which it operates;

– Discussion with management, the Audit & Risk Committee, and in-house legal counsel; and

– Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations

we considered the significant laws and regulations to include, but not be limited to, the Companies Act 2006, the UK Listing Rules

of the Financial Conduct Authority, UK adopted international accounting standards for the Group and United Kingdom Generally

Accepted Accounting Practice for the Parent Company, Health and Safety legislations, the Bribery Act 2010 and tax legislations.

The Group is also subject to laws and regulations where the consequence of non-compliance could have a material effect on the

amount or disclosures in the financial statements, for example through the imposition of fines or litigations. We identified such laws

and regulations to include, but not be limited to, Health and Safety legislation and tax legislation.

Our procedures in respect of the above included:

– discussion with management, in-house legal counsel and the Audit and Risk Committee;

– review of minutes from board and Audit and Risk Committee meetings of those charged with governance to identify any

instances of non-compliance with laws and regulations as well as attending Audit and Risk Committee meetings;

– With the support of our internal tax specialists, we reviewed the Group’s tax computations against the requirements of the relevant

tax legislation and where applicable, reviewed correspondences with relevant taxation authorities; and

– review of the financial statement disclosures against the requirements of the applicable accounting framework.

Fraud

We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment

procedures included:

– Enquiry with management, the Audit and Risk Committee, and in-house legal counsel regarding any known or suspected

instances of fraud;

– Obtaining an understanding of the Group’s policies and procedures relating to:

– Detecting and responding to the risks of fraud; and

– Internal controls established to mitigate risks related to fraud.

– Review of minutes of meetings of those charged with governance, including Board and Audit and Risk Committee meetings,

for any known or suspected instances of fraud;

– Discussion amongst the engagement team as to how and where fraud might occur in the financial statements;

– Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material

misstatement due to fraud; and

– Considering remuneration incentive schemes and performance targets and the related financial statement areas impacted

by these.

86 Braemar Plc | Annual Report & Accounts 2025

Based on our risk assessment, we considered the areas most susceptible to fraud to be management override of controls through

inappropriate journal entries, including adjustments to revenue, and bias in key estimates and judgements.

Our procedures in respect of the above included:

– In addressing the risk of fraud including management override of controls we tested the appropriateness of journal entries made

throughout the year by applying specific risk criteria as well as journals throughout the year which did not match the risk criteria,

verified to supporting documents and obtained an understanding of the business rationale for each of the journal entries;

– We performed a detailed review of the Group’s year end adjusting and consolidation entries and investigated any that appeared

unusual as to nature or amount through inquiry with management and verified to supporting evidence where necessary;

– We assessed whether the judgements made and accounting estimates were indicative of a potential bias;

– We applied professional scepticism in our audit procedures and performed randomised procedures to include a level of

unpredictability; and

We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members,

including component auditors, who were deemed to have the appropriate competence and capabilities, and remained alert to any

indications of fraud or non-compliance with laws and regulations throughout the audit;

The component teams also considered the susceptibility of the financial statements due to fraud in respect of the relevant

components. Testing of management override was completed by the component teams through testing the appropriateness of

asample of journal entries in line with the journal testing procedures as detailed above and assessment of risk of management

biason the significant judgements and estimates as detailed in note 1.3. We also reviewed the result of their work performed in

thisregard.

Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the

risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud

may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations

in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and

transactions reflected in the financial statements, the less likely we are to become aware of it.

A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/

auditorsresponsibilities. This description forms part of our auditor’s report.

Use of our report

This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies

Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those matters we are

required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or

assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a body, for our audit work,

for this report, or for the opinions we have formed.

David Campbell (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

28 May 2025

BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127).

Independent auditor’s report continued

to the members of Braemar Plc

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 87

Consolidated Income Statement

For the year ended 28 February 2025

28 Feb 2025 29 Feb 2024

			Specific			Specific
		Underlying	items	Total	Underlying	items	Total
	Notes	£’000	£’000	£’000	£’000	£’000	£’000
Revenue	2.1	141 ,8 60	–	1 41, 86 0	15 2 ,751	–	1 52 ,7 51
Other operating income	2.2	–	2 15	2 15	–	83	83
Operating expense:
Operating costs	2.3, 2.2	(124,090)	(92 8)	(125,018)	(1 3 4 ,0 0 4)	(3 ,1 8 2)	(1 3 7, 1 8 6)
Acquisition-related expenditure	2.2	(1 ,1 3 4)	(3,711)	(4 , 8 4 5)	(1, 502)	(4 , 4 0 5)	(5 ,9 07)
Impairment of financial assets	2.3	(1 , 03 9)	–	(1 , 03 9)	(6 97)	–	(6 97)
Total operating expense		(126,263)	(4 , 6 3 9)	(1 30 ,9 02)	(13 6, 2 03)	( 7, 5 8 7)	(143,790)
Operating profit/(loss)		15 ,5 97	(4 ,424)	1 1 ,1 73	16 ,5 48	(7, 5 0 4)	9 ,04 4
Share of associate profit/(loss) for the year	3.4	–	–	–	1 2	–	1 2
Finance income	2.5, 2.2	55 3	213	766	87 1	41 9	1, 29 0
Finance costs	2.5, 2.2	(2 , 7 17)	–	(2 , 7 17)	(2,823)	–	(2,823)
Profit/(loss) before tax		13,433	(4 , 2 1 1)	9 ,222	1 4,6 08	( 7, 0 8 5)	7, 5 2 3
Taxation	2.7	(3 , 59 3)	47 3	(3 ,1 20)	(3 ,7 88)	8 89	(2 , 89 9)
Profit/(loss) for the year		9,84 0	(3 ,7 3 8)	6 ,1 02	1 0,820	(6, 196)	4 ,6 24
Profit/(loss) attributable to equity
shareholders of the Company		9 ,8 40	(3 ,7 3 8)	6 ,1 02	10,820	(6,196)	4 , 624
		Underlying		Total	Underlying		Total
Earnings per ordinary share
Basic	2.8	31.30p		19. 41p	36.62p		15. 65p
Diluted	2.8	2 6 . 74p		16.58p	29. 96p		12 .80p

The accompanying notes on pages 92-145 form an integral part of these Financial Statements.

88 Braemar Plc | Annual Report & Accounts 2025

Consolidated Statement of Comprehensive Income

For the year ended 28 February 2025

		28 Feb 2025	29 Feb 2024
	Notes	£’000	£’000
Profit for the year		6 ,1 02	4 , 624
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
– Actuarial gain on employee benefit schemes – net of tax	5.1	1 ,02 5	173
Items that may be reclassified to profit or loss:
– Foreign exchange differences on retranslation of foreign operations	6.4	2 95	(1 ,7 83)
– Net investment hedge	6.4	(19)	24 9
– Cash flow hedges – net of tax	6.4	(1 , 2 01)	1, 23 1
Other comprehensive income/(expense)		10 0	(1 3 0)
Total comprehensive income attributable to owners of the parent		6, 2 02	4,4 94

The accompanying notes on pages 92-145 form an integral part of these Financial Statements.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 89

Consolidated Balance Sheet

As at 28 February 2025

			As at	As at
		As at	29 Feb 2024	1 Mar 2023
		28 Feb 2025	£’000	£’000
	Notes	£’000	(restated)	(restated)
Assets
Non-current assets
Goodwill	3.1	7 1 , 243	7 1, 337	71,40 7
Other intangible assets	3.2	2 ,6 08	3 ,1 8 5	3,980
Property, plant and equipment	3.5, 3.6	1 0 ,1 35	5,5 82	5, 320
Other investments	3.3	1 ,7 20	1,633	1 ,780
Investment in associate	3.4	71 3	71 3	70 1
Derivative financial instruments	4.4	20 5	24 9	30
Deferred tax assets	2.7	3, 36 8	2,979	4,7 94
Pension surplus	5.1	2 , 54 8	1 ,414	1 ,1 2 0
Other long-term receivables	4.1	1 ,76 8	4,589	8 ,5 54
		94,30 8	9 1,6 81	9 7, 6 8 6
Current assets
Trade and other receivables	4.2	40, 887	3 7, 7 3 0	43 ,32 3
Derivative financial instruments	4.4	19 2	1 , 287	1 , 2 24
Current tax receivable	2.7	1 ,5 54	2 ,925	97 3
Cash and cash equivalents	4.5	2 0, 47 7	2 7, 9 5 1	3 4,7 35
		6 3 ,1 10	6 9,89 3	80 ,25 5
Total assets		1 5 7, 4 1 8	161, 57 4	1 7 7, 9 4 1
Liabilities
Current liabilities
Derivative financial instruments	4.4	59 2	3 15	1,4 47
Trade and other payables	4.3	34, 732	4 3 ,6 11	5 7, 3 1 0
Current tax payable	2.7	1 ,6 59	1 ,62 5	4 ,1 41
Provisions	7.1	2 , 43 3	3,080	2 ,575
Convertible loan notes	4.7	2 ,401	2, 978	3,001
		41 ,8 17	51, 609	6 8 , 4 74
Non-current liabilities
Long-term liabilities	4.6	2 9,4 48	29 ,81 9	29 ,91 9
Deferred tax liabilities	2.7	3 58	8	3 4 4
Derivative financial instruments	4.4	11 6	4 3	6 97
Trade and other payables		49 8	41 6	54 2
Provisions	7.1	1 ,02 6	58	73 4
Convertible loan notes	4.7	–	–	5 50
		31 ,4 46	30,3 4 4	32 ,786
Total liabilities		73 , 263	8 1,9 5 3	10 1 ,2 60
Total assets less total liabilities		8 4 ,1 5 5	79 ,62 1	76 ,68 1
Equity
Share capital	6.1	3, 2 92	3,292	3,292
Share premium	6.1	–	–	53,7 96
ESOP reserve	6.3	(4 , 3 3 4)	(7,140)	(1 0,6 07)
Other reserves	6.4	7, 4 4 0	8,365	28 ,81 9
Retained earnings		7 7, 7 5 7	75,104	1 ,38 1
Total equity		8 4 ,1 5 5	79 ,62 1	76 ,68 1

The Financial Statements on pages 87-145 were approved by the board of directors on 28 May 2025 and were signed on its behalf by:

James Gundy Grant Foley

Group Chief Executive Officer Group Chief Financial Officer

Registered number: 02286034

90 Braemar Plc | Annual Report & Accounts 2025

Consolidated Cash Flow Statement

For the year ended 28 February 2025

		28 Feb 2025	29 Feb 2024
	Notes	£’000	£’000
Profit before tax		9,222	7, 5 2 3
Adjustment for:
Depreciation and amortisation charges	3.2, 3.5	3, 81 2	3,805
Impairment of ROU asset	3.6	74 3	–
Share scheme charges	2.2	5,563	6 ,4 42
Loss on disposal of property, plant and equipment		3	–
Net foreign exchange loss/(gain) with no cash impact		23 2	497
Gain relating to disposal of Cory Brothers	2.2, 4.9	(1 2 8)	(8 3)
Fair value loss on unlisted investments	2.2	(87)	1 47
Net finance cost	2.5	1 ,9 51	1 ,5 33
Share of (profit)/loss in associate from continuing and discontinued operations	3.4	–	(1 2)
Fair value movement on financial instruments charged to profit or loss		–	89
Operating cash flows not included in profit:
Cash settlement of share-based payment		(1 63)	(52)
Contribution to defined benefit scheme	5.1	–	(37)
Operating cash flow before changes in working capital		21, 148	19, 852
(Increase)/decrease in receivables		(2 ,1 5 3)	6 ,252
Decrease in payables		(9,854)	(1 2 ,1 42)
Increase/(decrease) in provisions		5	(13 8)
Cash flows from operating activities		9,1 4 6	13,824
Interest received		42 7	5 08
Interest paid		(2,610)	(2 ,67 7)
Tax paid 1		(3 ,0 28)	(7, 1 0 3)
Tax received 1		2,006	63 0
Net cash generated from operating activities		5 ,9 41	5 ,1 8 2
Cash flows from investing activities
Purchase of property, plant and equipment	3.5	(61 5)	(5 03)
Purchase of other intangible assets	3.2	–	(32)
Proceeds related to disposal of Cory Brothers	4.9	1,666	1 ,3 97
Principal received on finance lease receivables	3.6	24 0	6 26
Net cash generated from investing activities		1 , 291	1 ,4 88
			–
Cash flows from financing activities			–
Repayment of RCF loan facility		(4,000)	(5 ,0 9 8)
Proceeds from RCF loan facility		–	4 ,50 0
Repayment of principal under lease liabilities	3.6	(3 ,1 0 6)	(3 ,1 4 3)
Cash proceeds on exercise of share awards settled by release of shares from ESOP		514	82 6
Dividends paid	6.2	(5 ,4 97)	(2 ,4 4 0)
Purchase of own shares	6.3	(2 , 376)	(6 ,1 25)
Settlement of convertible loan notes	4.7	(58 4)	(5 98)
Net cash used in financing activities		(1 5 ,0 4 9)	(12 ,07 8)
(Decrease)/increase in cash and cash equivalents		(7 ,817)	(5, 4 08)
Cash and cash equivalents at beginning of the year	4.5	2 7, 9 5 1	34, 735
Foreign exchange differences		34 3	(1, 37 6)
Cash and cash equivalents at the end of the year	4.5	2 0, 47 7	2 7, 9 5 1

1 In the prior year, tax received of £0 .6 million was offset against tax paid and presented as a net amount of £6 .5 million. Due to an increase in the amount of tax

refunded in the current year, tax paid and tax received have been presented separately in the current year, and the prior year presentation has been similarly

updated to aid comparability.

The accompanying notes on pages 92-145 form an integral part of these Financial Statements.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 91

Consolidated Statement of Changes in Total Equity

For the year ended 28 February 2025

						Retained
		Share	Share	ESOP	Other	(deficit)/
		capital	premium	reserve	reserves	earnings	Total equity
	Notes	£’000	£’000	£’000	£’000	£’000	£’000
At 1 March 2023		3,292	53,796	(10 ,607)	28 ,81 9	1,38 1	76 ,68 1
Profit for the year		–	–	–	–	4 ,6 24	4 ,6 24
Actuarial gain on employee benefits
schemes – net of tax		–	–	–	–	173	173
Foreign exchange differences		–	–	–	(1 ,7 83)	–	(1 ,78 3)
Net investment hedge		–	–	–	24 9	–	24 9
Cash flow hedges – net of tax		–	–	–	1,23 1	–	1,231
Other comprehensive income		–	–	–	(3 03)	173	(1 3 0)
Total comprehensive income		–	–	–	(3 03)	4 ,797	4,4 94
Tax on share awards	2.7	–	–	–	–	(205)	(20 5)
Dividends	6.2	–	–	–	–	(2 ,4 4 0)	(2 ,4 4 0)
Capital reduction			(53,796)		(20,151)	73 ,9 47	–
Acquisition of own shares	6.4	–	–	(6 ,1 25)	–	–	(6 ,1 2 5)
ESOP shares allocated	6.3	–	–	9,59 2	–	(8 , 766)	826
Cash paid for share-based payments	6.3	–	–	–	–	(5 2)	(52)
Share-based payments	5.2	–	–	–	–	6,4 42	6 ,442
		–	(53,7 96)	3 ,467	(2 0, 1 51)	6 8,92 6	(1 , 5 5 4)
At 29 February 2024		3, 292	–	(7, 1 4 0)	8,365	75 ,1 0 4	79 ,621
Profit for the year		–	–	–	–	6 ,1 0 2	6 ,1 0 2
Actuarial gain on employee benefits
schemes – net of tax		–	–	–	–	1,0 25	1 ,02 5
Foreign exchange differences		–	–	–	29 5	–	2 95
Net investment hedge		–	–	–	(19)	–	(1 9)
Cash flow hedges – net of tax		–	–	–	(1 , 2 01)	–	(1 , 2 01)
Other comprehensive income		–	–	–	(9 25)	1,02 5	100
Total comprehensive income		–	–	–	(9 2 5)	7, 1 2 7	6, 202
Tax on share awards	2.7	–	–	–	–	29 1	29 1
Dividends	6.2	–	–	–	–	(5, 497)	(5, 497)
Acquisition of own shares	6.3	–	–	(2 , 376)	–	–	(2 , 376)
ESOP shares allocated	6.3	–	–	4 ,66 1	–	(4 , 3 2 7)	3 34
Disposal of EBT shares		–	–	5 21	–	(341)	1 80
Cash paid for share-based payments	5.2	–	–	–	–	(16 3)	(16 3)
Share-based payments	5.2	–	–	–	–	5,563	5,56 3
		–	–	2 ,80 6	–	(4 , 4 74)	(1 , 66 8)
At 28 February 2025		3, 292	–	(4 , 3 3 4)	7, 4 4 0	7 7, 7 5 7	8 4 ,1 5 5

The accompanying notes on pages 92-145 form an integral part of these Financial Statements.

92 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements

General information

Braemar plc (the “Company”) is a public company limited by shares incorporated in the United Kingdom under the Companies Act.

The Company is registered in England and Wales and its registered address is 1 Strand, Trafalgar Square, London, United Kingdom,

WC2N 5HR . The consolidated Financial Statements of the Company as at and for the year ended 28 February 2025 comprise the

Company and its subsidiaries (together referred to as the “Group”).

The Group Financial Statements of Braemar Plc for the year ended 28 February 2025 were authorised for issue in accordance with

a resolution of the directors on 28 May 2025.

1 Basis of preparation

1.1 Basis of preparation and forward-looking statements

The Consolidated Financial Statements have been prepared in accordance with UK-adopted international accounting standards and

with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards.

The Financial Statements have been prepared under the historic cost convention except for items measured at fair value as set out

in the accounting policies below.

The consolidated Financial Statements incorporate the Financial Statements of Braemar Plc and all its subsidiaries made up to

28 February each year or 29 February in a leap year.

Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its

involvement with an entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries sold

or acquired during the year are included in the accounts up to, or from, the date that control exists. All intercompany balances and

transactions have been eliminated in full.

Certain statements in this Annual Report are forward-looking. Although the Group believes that the expectations reflected in these

forward-looking statements are reasonable, it gives no assurance that these expectations will prove to have been correct. These

forward-looking statements involve risks and uncertainties, so actual results may differ materially from those expressed or implied by

these forward-looking statements.

The Group Financial Statements are presented in sterling and all values are rounded to the nearest thousand sterling (£’000) except

where otherwise indicated.

New standards, amendments and interpretations effective for the financial year beginning 1 March 2024

The following amendments to IFRS Accounting Standards have been applied for the first time by the Group:

– Amendments to IAS 1 “Classification of Liabilities as Current or Non-Current”

– Amendments to IAS 1 “Non-current Liabilities with Covenants”

– Amendments to IFRS 16 “Lease Liability in a Sale and Leaseback (Amendments)”

– Amendments to IFRS 7 and IAS 7 “Supplier Finance Arrangements”

During the year, the Group has applied “Classification of Liabilities as Current or Non-current and Non-current liabilities with

covenants – Amendments to IAS 1.” The amendments clarified that liabilities are classified as either current or non-current,

depending on the rights that exist at the end of the reporting period. Classification is unaffected by the entity’s expectations or

events after the reporting date.

The amendments also clarify what IAS 1 means when it refers to the ‘settlement’ of a liability. Terms of a liability that could, at the

option of the counterparty, result in its settlement by the transfer of the entity’s own equity instrument can only be ignored for the

purpose of classifying the liability as current or non-current if the entity classifies the option as an equity instrument. However,

conversion options that are classified as a liability must be considered when determining the current/non-current classification.

Under the Group’s previous accounting policy, a financial liability with an equity conversion feature was classified as current or non-

current disregarding the impact of the equity conversion option. The Group’s accounting policy has now changed such that equity

conversion options which are not accounted for as an equity instrument separately from the liability component of a compound

financial instrument are taken into account in determining the classification of a liability as current or non-current. The impact of the

change in accounting policy at February 2024 is to reclassify £2.3 million of Convertible Loan Notes previously classified as non-

current, to be classified as current liabilities (February 2023: £2.3 million). There has been no impact to profit or loss, cash flows or

retained earnings as a result of the change in accounting policy.

Other than this, the adoption of the above has not had any material impact on the amounts reported or the disclosures in these

Financial Statements.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 93

New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 March 2024

and not early adopted

There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are

effective in future accounting periods that the Group has decided not to adopt early.

The following amendments are effective in future periods and have not been early adopted by the Group:

– Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates” titled Lack of Exchangeability

– IFRS 18 “Presentation and Disclosures in Financial Statements”

– IFRS 19 “Subsidiaries without Public Accountability: Disclosures”

IFRS 18 introduces new requirements to:

– present specified categories and defined subtotals in the statement of profit or loss

– provide disclosures on management-defined performance measures (“MPMs”) in the notes to the financial statements

– improve aggregation and disaggregation.

Except for IFRS 18, the adoption of these standards and amendments is not expected to have a material impact on the Financial

Statements of the Group in future periods.

The Company has elected to prepare its Parent Company Financial Statements in accordance with Financial Reporting Standard 101

Reduced Disclosure Framework (“FRS 101”).

1.2 Going concern

The Group and Company Financial Statements have been prepared on a going concern basis. In reaching this conclusion regarding

the going concern assumption, the directors considered cash flow forecasts to 31 August 2026 which is more than twelve months

from the date of signing of these Financial Statements.

A set of cash flow forecasts (“the base case”) have been prepared by management to cover the going concern period and reviewed

by the directors based on revenue and cost forecasts considered reasonable in the light of work done on budgets for the current year

and the current shipping markets. In putting together these forecasts, particular attention was paid to the following factors:

– Expected market demand, the impact on market rates and the Group’s forward order book.

– The Group’s compliance with sanctions put in place as a result of the conflict in the Ukraine has meant additional work reviewing

compliance obligations on a regular basis as the laws have been amended but did not have a material effect on trading in FY25,

nor is it expected to have an impact in FY26.

– The level of likely cost inflation, particularly around salaries.

– Adverse movement in foreign exchange rates, particularly USD that can have an impact on revenues. The Group has a hedging

programme in place to partially mitigate this impact.

– The impact that trade tariffs and a potential trade war could have on performance.

– Geopolitical tensions can cause volatility in shipping markets, but, if anything, that uncertainty can give rise to additional

opportunities for the business to support the industry and clients further. There is therefore no expectation that the current global

political tensions will have an adverse impact on trading in FY26.

– The impact of climate change is not expected to have any material impact on the business in the short term and indeed could

lead to additional opportunities.

The directors have considered trading performance during the current year and have concluded that none of these factors are

currently likely to have a significantly adverse impact on the Group’s future cash flows.

At 28 February 2025 the Group had net debt of £2.5 million (2024: £1.0 million net cash). As at 30 April 2025 the Group had net bank

cash of £4.6 million.

		30 April	28 Feb	29 Feb
		2025	2025	2024
	Notes	£m	£m	£m
Secured revolving credit facilities	4.6	(21.8)	(22.9)	(27.0)
Cash	4.5	26.4	20.4	28.0
Net cash/(debt)		4.6	(2.5)	1.0

The Group’s revolving credit facility (“RCF”) is for £30.0 million plus an accordion limit of £10.0 million and had an initial termination

date of November 2025. During the year, the Group exercised an option to extend the facility by two years which was approved

by the lender, extending the term to November 2027. Drawdown of the accordion facility is subject to additional credit approval.

The RCF agreement has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At 31 May 2024, 31 August 2024,

30 November 2024 and 28 February 2025 the Group met all financial covenant tests. In addition, there is a further requirement to

provide HSBC with the Group’s audited financial statements within six months of the year-end.

94 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

1 Basis of preparation continued

1.2 Going concern continued

The cash flow forecasts in the base case assessed the ability of the Group to operate both within the banking covenants and

the facility headroom, including a number of downside sensitivities on budgeted revenue, including a reverse stress test scenario.

The directors consider revenue as the key assumption in the Group’s budget. The cost base is largely fixed or made up of

discretionary bonuses, which are directly linked to profitability. Based on two flex scenarios; a revenue decrease of 7.5% and a

revenue decrease of 15% (both excluding forward order book) from the base case, only very minor mitigations were necessary

to meet banking covenants.

A reverse stress test was also performed to ascertain the point at which the covenants would be breached in respect of the key

assumption of budgeted revenue decline. This test indicated that the business, alongside certain mitigating actions which are fully

in control of the directors, would be capable of withstanding a reduction of approximately 32% (excluding forward order book) in

budgeted revenue from the base case assumptions from May 2025 through to July 2026. In light of current trading, forecasts and the

Group’s performance over FY25, the directors assessed this downturn in revenue and concluded the likelihood of such a reduction

remote, especially in the light of the forward order book of $82.2 million at the end of February 2025 ($31 million of which is for the

financial year ending February 2026), such that it does not impact the basis of preparation of the Financial Statements and there is no

material uncertainty in this regard.

1.3 Use of estimates and critical judgements

The preparation of the Group’s Financial Statements requires management to make judgements, estimates and assumptions that

affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting

date. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations

of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these

estimates and assumptions. Key estimates are those that the Group has made in the process of applying the Group’s accounting

policies and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the

next financial year. Critical judgements are those that the Group makes, apart from those involving estimations, that the directors

have made in the process of applying the Group’s accounting policies and that have the most significant effect on the amounts

recognised in the Financial Statements.

The following table provides a summary of the Group’s key estimates and critical judgements, along with the location of more

detailed information relating to those judgements.

	Judgements
	excluding
Judgement applied to	estimates	Estimates	Location of further information
Revenue recognition	Yes		Note 2a – Revenue Recognition
Classification and recognition of specific items	Yes		Note 2.2 – Specific items
Impairment of goodwill		Yes	Note 3.1 – Goodwill
Lease term		Yes	Note 3.6 – Leases
Provision for impairment of trade receivables and contract assets		Yes	Note 4.2 – Trade and other receivables
Recoverability and valuation of defined benefit
pension scheme	Yes	Yes	Note 5.1 – Long-term employee benefits
Share option vesting		Yes	Note 5.2 – Share-based payments
Uncertain commission obligations		Yes	Note 7.1 – Provisions

There have been no material transactions in the current or the prior year requiring significant judgement to be applied, and, as a result,

acquisition accounting for business combinations is no longer considered by the Group to be a significant estimate or judgement.

Climate-related risks and opportunities

Management has considered the impact of climate-related risks in respect of impairment of goodwill, recoverability of receivables

and the recoverability of deferred tax assets in particular and does not consider that climate-related risks have a material impact on

any key judgements, estimates or assumptions in the consolidated Financial Statements.

In the prior year, climate change was assessed as part of ongoing discussions of key and emerging risks for the Group and

the shipping and energy sectors within which it operates. Consideration of the potential short to medium-term impact of the

Environment and Climate Change risk resulted in its inclusion as a Group Principal Risk.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 95

1.4 Material accounting policies

The accounting policies applied by the Group in relation to specific transactions and balances are disclosed in the note to which

they relate. The following section includes those accounting policies which apply pervasively across the Financial Statements and to

avoid repetition are disclosed in this note.

a) Business combinations

The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments

or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the:

– fair values of the assets acquired;

– liabilities incurred to the former owners of the acquired business;

– equity interests issued by the Group;

– fair value of any asset or liability resulting from a contingent consideration arrangement; and

– fair value of any pre-existing equity interest in the subsidiary.

Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions,

measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity

on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest’s proportionate share of the acquired

entity’s net identifiable assets.

Acquisition-related costs are expensed as incurred.

The excess of the consideration transferred; amount of any non-controlling interest in the acquired entity; and acquisition-date

fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded

as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is

recognised directly in profit or loss as a gain on purchase.

Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present

value as at the date of exchange. The discount rate used is the entity’s incremental borrowing rate, being the rate at which a similar

borrowing could be obtained from an independent financier under comparable terms and conditions.

Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently

remeasured to fair value, with changes in fair value recognised in profit or loss.

If the business combination is achieved in stages, the acquisition date carrying value of the acquirer’s previously held equity

interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are

recognised in profit or loss.

Due to the nature of the Group’s business, amounts paid or shares issued to sellers are often linked to their continued employment.

An assessment is performed to determine whether the amounts are part of the exchange for the acquiree, or should be treated as a

transaction separate from the business combination. Transactions that are separate from the business combination are accounted for in

accordance with the relevant IFRSs which generally results in the amounts being treated as a post-combination remuneration expense.

b) Foreign currencies

Transactions and balances

Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the date of the transaction. Foreign

exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates

of monetary assets and liabilities denominated in foreign currencies are recognised in the Income Statement.

In order to hedge its exposure to certain foreign exchange risks, the Group enters into derivative financial instrument contracts,

mainly forward foreign currency exchange contracts which are designated as cash flow hedges (see Note 4.4). For a qualifying

hedge relationship, the fair value gain or loss on the hedging instrument is recognised as part of revenue when the underlying

transaction is recognised in accordance with the Group’s revenue recognition policy.

Translation to presentation currency

The presentational currency of the Group is sterling. Assets and liabilities of overseas subsidiaries, branches and associates are

translated from their functional currency into sterling at the exchange rates ruling at the Balance Sheet date. Trading results are

translated at the average rates for the period. Exchange differences arising on the consolidation of the net assets of overseas

subsidiaries are recognised through other comprehensive income (“OCI”) in the foreign currency translation reserve (see Note 6.4).

On disposal of a business, the cumulative exchange differences previously recognised in the foreign currency translation reserve

relating to that business are transferred to the Income Statement as part of the gain or loss on disposal. The Group finances

overseas investments partly through the use of foreign currency borrowings in order to provide a net investment hedge over the

foreign currency risk that arises on translation of its foreign currency subsidiaries. For effective hedge relationships, the gain or loss

on the hedging instrument is recognised in equity through other comprehensive income.

96 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

1 Basis of preparation continued

1.4 Material accounting policies continued

c) Impairment

The carrying amount of the Group’s assets, other than financial assets within the scope of IFRS 9 and deferred tax assets, are

reviewed for impairment as described below. If any indication of impairment exists, the asset’s recoverable amount is estimated.

The recoverable amount is determined based on the higher of value-in-use calculations and fair value less costs to sell, which

requires the use of estimates. An impairment loss is recognised in the Income Statement whenever the carrying amount of the

assets exceeds its recoverable amount.

Goodwill is reviewed for impairment at least annually. Impairments are recognised immediately in the Income Statement. Goodwill

is allocated to cash-generating units for the purposes of impairment testing.

The carrying value of intangible assets with a finite life is reviewed for impairment whenever events or changes in circumstances

indicate that the carrying value may not be recoverable. The carrying values of other intangible assets are reviewed for impairment

at least annually or when there is an indication that they may be impaired.

Right-of-use assets are reviewed for impairment to account for any loss when events or changes in circumstances indicate the

carrying value may not be fully recoverable.

Where there is objective evidence that the investment in an associate has been impaired, the carrying amount of the investment is

tested for impairment in the same way as other non-financial assets.

Where an impairment loss subsequently reverses, the carrying amount of the assets, with the exception of goodwill, is increased

to the revised estimate of its recoverable amount. This cannot exceed the carrying amount prior to the impairment charge.

An impairment recognised in the Income Statement in respect of goodwill is not subsequently reversed.

d) Contingent assets

Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable.

2 Performance-related information

Revenue recognition

Key judgement

Revenue recognition

IFRS 15 “Revenue from Contracts with Customers” requires judgement to determine whether revenue is recognised at a “point in

time” or “over time” as well as determining the transfer of control for when performance obligations are satisfied.

For Chartering, in relation to single voyages, the Group has defined the performance obligation to be satisfied at the point in

time where the negotiated contract between counterparties has been successfully completed, being the discharge of cargoes,

and therefore revenue is recognised at this point in time. This is a critical judgement since revenue recognition would differ if the

performance obligations were deemed to be satisfied over a time period, or at a different point in time. For time charters, the

performance obligation is to provide operational support and act on behalf of the principal over the course of hire. As a result,

the Group believes the performance obligation is satisfied over the period of hire and revenue is recognised accordingly.

Revenue is recognised in accordance with satisfaction of performance obligations. Revenue of the Group consists of:

i) Chartering desks – The Group acts as a broker for several types of shipping transactions, each of which gives rise to an

entitlement to commission:

Deep Sea Tankers, Specialised Tankers and Gas, Dry Cargo and Offshore:

– for single voyage chartering, the contractual terms are governed by a standard charterparty contract in which the broker’s

performance obligation is satisfied when the cargo has been discharged according to the contractual terms; and

– for time charters, the commission is specified in the hire agreement and the performance obligation is spread over the

term of the charter at specified intervals in accordance with the charter party terms.

ii) Risk Advisory desks

Securities:

– for income derived from commodity broking, the commission is recognised when a binding contractual arrangement is

entered into between the two parties, at which point, the Group has fulfilled its performance obligation.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 97

iii) Investment Advisory

Financial:

– income comprises retainer fees and success fees generated by corporate finance-related activities. Revenue is recognised

in accordance with the terms agreed in individual client terms of engagement. Recurring monthly retainers allow customers

to benefit from services when required, and as such, are generally recognised in the month of invoice. Success fees are

recognised at the point when the performance obligations of the particular engagement are fulfilled.

Sale and Purchase:

– in the case of second-hand sale and purchase contracts, the broker’s performance obligation is satisfied when the principals

in the transaction complete on the sale/purchase and the title of the vessel passes from the seller to the buyer;

– with regard to newbuilding contracts, the commission is recognised when contractual stage payments are made by the

purchaser of a vessel to a shipyard which in turn reflects the performance of services over the life of the contract; and

– for income derived from providing ship and fleet valuations, the Group recognises income when a valuation certificate is

provided to the client and the service is invoiced.

Dividend income from investments is recognised when the right to receive payment is established.

2.1 Business segments

Based on the way in which information is presented to the Group’s Chief Operating Decision Maker, the Group’s operating segments

are Chartering, Investment Advisory and Risk Advisory. The Chief Operating Decision Maker is considered to be the Group’s board

of directors. These three segments are managed separately on the basis of the nature of the services offered to clients and

differences in the regulatory environment applicable to each segment.

The table below shows the make-up of the Group’s segments by underlying component.

Segment	Chartering
Component	Deep Sea Tankers
	Specialised Tankers
	Offshore
	Dry Cargo
Segment	Investment Advisory
Component	Corporate Finance
	Sale and Purchase
Segment	Risk Advisory
Component	Securities

Each of Chartering, Investment Advisory and Risk Advisory are managed separately, and the nature of the services offered to clients

is distinct between the segments. The Chartering segment includes the Group’s shipbroking business, Risk Advisory includes the

Group’s regulated securities business and Investment Advisory focuses on transactional services.

The segmental analysis is consistent with the way the Group manages itself and with the format of the Group’s internal financial

reporting. The board considers the business from both service line and geographic perspectives. A description of each of the lines

of service is provided in the Operating and Financial Review. The Group’s main geographic markets comprise the UK, Singapore, the

US, Australia, Switzerland, Germany and the Rest of the World. The Group’s geographical markets are determined by the location of

the Group’s assets and operations.

Central costs relate to board costs and other costs associated with the Group’s listing on the London Stock Exchange. All segments

meet the quantitative thresholds required by IFRS 8 as reportable segments.

Underlying operating profit is defined as operating profit for continuing activities before specific items, including restructuring costs,

gain/loss on disposal of investments and acquisition and disposal-related items.

98 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

2 Performance-related information continued

2.1 Business segments continued

The segmental information provided to the board for reportable segments for the year ended 28 February 2025 is as follows:

	Revenue		Operating profit
	2025	2024	2025	2024
	£’000	£’000	£’000	£’000
Chartering	89,352	103,945	11,552	13,630
Investment Advisory	30,167	25,696	6,107	3,872
Risk Advisory	22,341	23,110	3,493	4,086
Trading segments revenue/results	141,860	152,751	21,152	21,588
Central costs			(5,555)	(5,040)
Underlying operating profit			15,597	16,548
Specific items included in operating profit			(4,424)	(7,504)
Operating profit			11,173	9,044
Share of associate’s profit/(loss) for the year			–	12
Net finance expense			(1,951)	(1,533)
Profit before taxation			9,222	7,523

Geographical segment – by origin of invoice

The Group manages its business segments on a global basis. The operation’s main geographical area and also the home country of

the Company is the United Kingdom.

Geographical information determined by origin of invoice is set out below:

	Revenue
	2025	2024
	£’000	£’000
United Kingdom	77,294	81,088
Singapore	18,404	19,885
Australia	10,220	9,556
Switzerland	1,781	5,863
United States	19,441	20,479
Germany	1,646	1,287
Rest of the World	13,074	14,593
Total	141,860	152,751

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 99

Revenue analysis

The Group disaggregates revenue in line with the segmental information presented above and also by desk. Revenue analysed by

desk is provided below.

	2025	2024
	£’000	£’000
Tankers	42,928	54,656
Specialised Tankers	16,487	19,239
Dry Cargo	20,954	22,139
Offshore	8,983	7,911
Chartering total	89,352	103,945
Sales and Purchase	27,895	23,543
Corporate Finance	2,272	2,153
Investment Advisory total	30,167	25,696
Securities	22,341	23,110
Risk Advisory total	22,341	23,110
Total continuing operations	141,860	152,751

All revenue arises from the rendering of services. There is no single customer that contributes greater than 10% of the Group’s

revenue.

Remaining performance obligations

The Group enters into some contracts which are for a duration longer than twelve months and where the Group has outstanding

performance obligations on which revenue has not yet been recognised at the Balance Sheet date. The amount of revenue that will

be recognised in future periods on these contracts when those remaining performance obligations are satisfied is set out below:

Forward order book

	Within		More than
	12 months	1–2 years	2 years	Total
2025	£’000	£’000	£’000	£’000
Chartering	17,869	6,012	6,954	30,835
Sales and Purchase	13,292	10,875	10,297	34,464
Total	31,161	16,887	17,251	65,299

	Within		More than
	12 months	1–2 years	2 years	Total
2024	£’000	£’000	£’000	£’000
Chartering	18,686	4,904	8,925	32,515
Sales and Purchase	11,562	9,567	11,683	32,812
Total	30,248	14,471	20,608	65,327

2.2 Specific items

Specific items are significant items considered material in size or nature (including acquisition and disposal-related gains and

losses) as well as items which are not considered to be part of the trading performance of the business in the current year. These

are disclosed separately to enable a full understanding of the Group’s ongoing financial performance, but may not be comparable

with disclosures provided by other companies. The Group’s adjusted performance measures are reviewed by the Group’s Chief

Operating Decision Maker and are used as the basis to determine the discretionary bonus pools and measure earnings per share

performance related to targets for awards under the Group’s Long Term Incentive Plan.

100 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

2 Performance-related information continued

2.2 Specific items continued

Key judgement

Classification and recognition of specific items

In reporting financial information, the Group presents Alternative Performance Measures (“APMs”) which are not defined or

specified under the requirements of International Financial Reporting Standards (“IFRS”). The Group believes that these APMs,

which are not considered to be a substitute for or superior to IFRS measures, provide stakeholders with additional helpful

information and enable an alternative comparison of performance over time.

The Group excludes specific items from its underlying earnings measures. Management judgement is required as to which

items qualify for this classification. There can also be judgement as to the point at which costs should be recognised and the

amount to record to ensure that the understanding of the underlying performance is not distorted. Further details of the Group’s

specific items are included in the note below.

	2025	2024
	£’000	£’000
Other operating income:
– Gain on investment measured at fair value through profit or loss	87	–
– Gain on revaluation of Cory contingent consideration receivable	128	83
	215	83
Operating costs:
– Impairment of ROU asset	(743)	–
– Investigation costs	(185)	(2,616)
– Board change costs	–	(190)
– Unlawful dividend rectification	–	(229)
– Loss on investment measured at fair value through profit or loss	–	(147)
	(928)	(3,182)
Acquisition-related items:
– Consideration treated as an employment expense	(3,580)	(3,580)
– Madrid post-contractual obligation	281	(376)
– Amortisation of acquired intangible assets	(412)	(449)
	(3,711)	(4,405)
Other items:
– Finance income – foreign exchange and derivative gain on Naves liability	213	333
– Finance income – Cory Brothers earnout deferred consideration receivable	–	86
	213	419
Total	(4,211)	( 7,0 8 5)

Other operating income

In the current year, other operating income includes the fair value gain of £0.1 million (2024: £0.1 million loss) on the revaluation of the

Group’s investment in London Tanker Brokers’ Panel. Consistent with the previous fair value movements being included as a specific

item, the Group has treated the current year gain as a specific item as it does not relate to the trading performance of the business

in the year.

Revaluation of the contingent receivable due in respect of the Cory Brothers disposal resulted in a gain of £0.1 million

(2024: £0.1 million gain). See Note 4.9 for further details.

The tax charge on specific items included within other operating income was £nil (2024: £nil).

Operating costs

Impairment of ROU asset

During the year, the Group recognised an extension to a lease of office space with a corresponding increase in right-of-use asset

and lease liability. The Group had previously sublet a segregated portion of the office space, but does not expect to be able to

sublet the office space for the full period of the lease extension. As a result, the Group recognised an impairment charge in relation

to the portion of the right-of-use asset relating to the unused office space. As this cost does not relate to the performance of the

business, it is treated as a specific item.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 101

Investigation costs

During the preparation of the 2023 Annual Report, the board instigated an investigation into a transaction which originated in 2013

and involved payments being made through to 2017. The investigation engaged multiple external specialist firms and resulted in

a significant cost to the business of £2.6 million in the year to 29 February 2024 which the Group does not consider reflects the

trading of the business in the year and as a result is treated as a specific item. A smaller residual amount of £0.2m in relation to

ongoing legal support has been incurred in the current year. No significant further costs are expected in FY26.

Board change costs

In the prior year, the Group appointed a new Chief Financial Officer with effect from 1 August 2023 to replace Nick Stone who left on

31 July 2023. The recruitment costs incurred of £0.2 million are not considered part of the trading performance of the business and

so are treated as specific items.

Unlawful dividend rectification

In the prior year, following the identification of the payment of historic unlawful dividends, the Group incurred costs of £0.2 million

in relation to their rectification, which are not expected to recur, are not considered part of the trading performance of the business

and so are treated as specific items.

Loss on investment measured at fair value through profit or loss

In the prior year, operating costs includes the fair value loss on the revaluation of the Group’s investment in London Tanker Brokers’

Panel. Consistent with the previous revaluation gain being included as a specific item, the Group has treated the loss as a specific

item as it does not relate to the trading performance of the business in the year.

The tax income on specific items included within operating costs was £0.2 million (2024: £0.7million).

Acquisition-related items

Consideration treated as an employment expense

Following the acquisition of Southport Maritime Inc. in December 2022, due to the requirement for ongoing employee service,

the upfront cash payment of £6.0 million and IFRS 2 charge related to share awards made to the sellers and existing employees

of Southport are treated as a post-combination remuneration expense. The total expense for the year related to amounts linked

to ongoing employee service in connection with the acquisition of Southport was £3.6 million (2024: £3.6 million). The period of

required employee service is three years from the acquisition date.

Madrid post-contractual obligation

As a result of the recruitment of a team of brokers based in Madrid, service agreements were entered into with employees.

The recruitment of the broker team in Madrid included the following key elements:

– The Group assumed a liability of £0.3 million for a post-contractual payment to the employees, which was fully vested on signing

the contracts.

– An upfront cash payment of £1.3 million with a further payment of £1.3 million made in December 2023.

– Share awards to a total value of £1.1 million which vest evenly in one, two and three years from December 2022

The upfront payments and share awards have a claw back mechanism which is linked to the continued employment of the

brokers over a three-year period from December 2022. The costs associated with the upfront payments and share awards are

not considered by the Group to be specific items as they relate to the recruitment of brokers and not a business combination,

but are disclosed as acquisition-related expenditure given their size and are amortised over three years to December 2025. In

addition, certain brokers are entitled to a payment on termination in return for a non-compete obligation. The cost related to the

post-contractual payment obligation is treated as a specific item because there is no requirement to provide service. The Group

recognised a gain of £0.3 million during the year in relation to this obligation (2024: £0.4 million charge).

Amortisation of acquired intangible assets

An amount of £0.4 million (2024: £0.4 million) relates to the amortisation of acquired intangible assets, primarily in relation to

intangible assets recognised as a result of the acquisition of Southport Inc in FY23.

The tax income on acquisition-related items was £0.1 million (2024: £0.1 million). The tax effect of expenses not deductible for tax

was £0.8 million (2024: £1 million).

Other items

Foreign exchange and derivative movement on Naves liability

The foreign exchange gain and fair value gain on the Naves-related liabilities and derivative of £0.2 million (2024: £0.3 million) is

included as a specific item as it relates to the acquisition of Naves and is not related to trading.

Cory Brothers earnout deferred consideration receivable

Due to its decreasing size, the unwinding of the discounting of the deferred receivable due in respect of the Cory Brothers disposal

is no longer treated as a specific item (2024: £0.1 million). See Note 4.9 for further information.

The tax credit on specific items included within other items was £0.2 million (2024: £nil). The tax effect of income not taxable was

£0.2 million.

102 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

2 Performance-related information continued

2.3 Operating profit

Operating profit represents the results from operations before finance income and costs, share of profit/(loss) in associate and

taxation.

This is stated after charging/(crediting):

		2025	2024
	Notes	£’000	£’000
Staff costs	2.4	98,424	109,557
Other staff costs – acquisition related	2.4	4,453	3,239
Depreciation of property, plant and equipment	3.5	3,227	3,127
Amortisation of computer software intangible assets	3.2	173	229
Impairment of financial assets	4.2	1,039	697
Auditor’s remuneration	2.6	1,354	1,794
Other professional costs		3,860	5,627
Office costs		2,166	2,145
IT and communication costs		4,411	4,175
Insurance		1,463	1,083
Net foreign exchange losses		857	1,118

2.4 Staff costs

a) Staff costs for the Group during the year (including directors)

			2024
		2025	£’000
	Notes	£’000	(restated)
Salaries, wages and short-term employee benefits 2		84,456	93,644
Other staff costs – acquisition related 1	2.2	4,453	3,239
Other pension costs	5.1	1,967	2,247
Social security costs 2		6,438	7, 224
Share-based payments	6.3	5,563	6,442
Total		102,877	112,796

1 The acquisition related staff costs relate to upfront cash payments made in connection with the acquisition of Southport Maritime Inc. and the upfront payments

made on the acquisition of Madrid Shipping Advisors SL, which are both treated as a remuneration expense. For further details on the upfront payments, see

Note 2.2.

2 The FY24 amounts in relation to salaries, wages and short-term employee benefits and social security costs have been restated to move £3.8 million of social

security costs previously included within salaries, wages and short-term employee benefits to be included in the social security costs line item.

The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’

Remuneration Report on pages 62-74. The directors’ remuneration is borne by Braemar Plc.

b) Average number of employees

	2025	2024
	number	number
Chartering	248	266
Risk Advisory	33	31
Investment Advisory	55	49
Central	75	63
Total	411	409

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 103

c) Key management compensation

The remuneration of key management, which the Group considers to be the directors, is set out below. Further information about

the remuneration of individual directors is provided in the Directors’ Remuneration Report on pages 62-74.

	2025	2024
	£’000	£’000
Salaries, short-term employee benefits and fees	1,187	4,954
Other pension costs	59	85
Termination benefits	–	131
Share-based payments	349	548
Total	1,595	5,718

Pension costs relate to contributions made to a defined contribution pension scheme on behalf of three (2024: four) members of

key management.

2.5 Finance income and costs

The tables below provide a breakdown of the key components of finance income and finance costs.

		2025	2024
	Note	£’000	£’000
Finance income:
– Interest on bank deposits	4.5	358	464
– Interest on lease receivables	3.6	1	16
– Interest income on the net defined benefit asset	5.1	109	85
– Gain on derivative instruments not eligible for hedge accounting	4.4	–	273
– Foreign exchange gain on non-GBP denominated credit facilities	4.6	46	33
– Gain on Naves related derivative instruments and liability	4.7	213	333
– Interest on Cory earnout deferred consideration receivable	4.4	39	86
Total finance income		766	1,290
Finance costs:
– Interest payable on revolving credit and overdraft facilities	4.6	(2,240)	(2,407)
– Interest payable on convertible loan notes	4.7	(201)	(227)
Subtotal finance costs before interest on lease liabilities		(2,441)	(2,634)
– Interest on lease liabilities	3.6	(276)	(189)
Total finance costs		(2,717)	(2,823)
Finance costs – net		(1,951)	(1,533)

2.6 Auditor’s remuneration

A more detailed analysis of the auditor’s services is provided below:

	2025	2024
	£’000	£’000
Audit services:
– Fees payable to the Company’s auditor for the audit of the Company’s Financial Statements	702	625
Fees payable to the Group’s auditor and its associates for other services:
– The audit of the Group’s subsidiaries pursuant to legislation	521	1,029
– Other services – interim review and reporting accountant services	131	140
	1,354	1,794

All fees paid to the auditor were charged to operating profit in both years. Included in the FY24 audit fees disclosed above is an amount

of £0.4 million in relation to incremental audit cost related to the investigation work undertaken. See Note 2.2 for further detail.

104 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

2 Performance-related information continued

2.7 Taxation

The taxation expense represents the sum of the current and deferred tax.

Tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Income Statement

because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are

never taxable or deductible. The Group and Company’s liability for current tax is calculated using rates that have been enacted or

substantively enacted by the Balance Sheet date.

Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of

assets and liabilities and their carrying amounts in the consolidated Financial Statements. However, deferred tax liabilities are not

recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from the

initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects

neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred

income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting

period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is

settled. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities

and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the

entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability

simultaneously.

Current and deferred tax are recognised in the Income Statement, except to the extent that it relates to items recognised in other

comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in

equity, respectively.

a) Analysis of charge in year

	2025	2024
	£’000	£’000
Current tax
UK corporation tax charged to the Income Statement	831	1,015
UK adjustment in respect of previous years	(6)	(340)
Overseas tax on profits in the year	1,810	2,668
Overseas adjustment in respect of previous years	33	(425)
Total current tax	2,668	2,918
Deferred tax
UK current year origination and reversal of temporary differences	269	(97)
Due to change in rate of tax	–	(2)
UK adjustment in respect of previous years	–	(28)
Overseas current year origination and reversal of temporary differences	183	110
Overseas adjustment in respect of previous years	–	(2)
Total deferred tax	452	(19)
Taxation	3,120	2,899

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 105

	2025	2024
Reconciliation between expected and actual tax charge	£’000	£’000
Profit before tax from continuing operations	9,222	7,523
Profit before tax at standard rate of UK corporation tax of 25% (2024: 24.49%)	2,305	1,842
Utilisation of deferred tax asset at lower effective tax rate	–	(2)
Net expenses not deductible for tax purposes	1,649	1,827
Utilisation of previously unrecognised losses	(33)	(36)
(Losses)/profit on overseas branch	(241)	115
Tax calculated at domestic rates applicable to profits in overseas subsidiaries	(696)	(565)
Share scheme movements	98	446
Unrecognised deferred tax on losses 1	11	67
Prior year adjustments 1	27	(795)
Total tax charge for the year	3,120	2,899

1 The Group has £0.2 million of unrecognised deferred tax asset relating to £0.8 million of losses. The expiry date of operating losses carried forward is dependent

upon the law of the various territories in which losses arise. As at 28 February 2025 the losses have no expiry.

Included within the total tax charge is £0.5 million credit (2024: £0.8 million) in respect of specific items disclosed separately on the

face of the Income Statement. See Note 2.2.

The Group’s future tax charge will be sensitive to the geographic mix of profits earned, the tax rates in force and changes to the tax

rules in jurisdictions that the Group operates in.

b) Amounts recognised in OCI

	2025	2024
	£’000	£’000
Items that will not be reclassified to profit or loss
Actuarial gain in respect of defined benefit pension scheme	1,025	173
Sub-total	1,025	173
Items that will be reclassified to profit or loss
Cash flow hedge	(1,601)	1,641
Deferred tax charge on cash flow hedge	400	(410)
Sub-total	(1,201)	1,231
Total tax recognised in OCI	400	(410)
Total amounts recognised in OCI	(176)	1,404

Within the UK current year origination and reversal of temporary differences there is no amount (2024: £nil) in respect of deferred tax

on the actuarial gain on the Group’s defined benefit pension scheme.

106 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

2 Performance-related information continued

2.7 Taxation continued

c) Deferred tax asset

	Accelerated
	capital	Trading		Other	Employee
Deferred tax asset	allowances	losses	Bonuses	provisions	benefits	Total
At 1 March 2023	–	–	1,423	621	2,750	4,794
(Charge)/credit to Income Statement	86	215	(502)	(116)	–	(317)
Charge to other comprehensive income	–	–	–	(410)	–	(410)
Charge to equity	–	–	–	–	(1,047)	(1,047)
Exchange translation differences	–	–	(66)	25	–	(41)
At 29 February 2024	86	215	855	120	1,703	2,979
(Charge)/credit to Income Statement	(42)	108	(122)	148	(194)	(102)
(Charge)/credit to other comprehensive income	–	–	–	400	–	400
(Charge)/credit to equity	–	–	–	–	133	133
Exchange translation differences	–	(10)	(15)	(17)	–	(42)
At 28 February 2025	44	313	718	651	1,642	3,368

d) Deferred tax liability

	As at	As at
	28 Feb	29 Feb
	2025	2024
Analysis of the deferred tax liabilities	£’000	£’000
Temporary differences	(358)	(8)
Balance at end of year	(358)	(8)

	As at	As at
	28 Feb	29 Feb
	2025	2024
The movement in the deferred tax liability	£’000	£’000
Balance at beginning of year	(8)	(344)
Current year origination and reversal of temporary differences	(350)	336
Balance at end of year	(358)	(8)

e) The movement in the net deferred tax asset

	2025	2024
	£’000	£’000
Balance at beginning of year	2,971	4,450
Movement to Income Statement:
Adjustments in respect of prior years	–	30
Arising on bonuses	(535)	(502)
Arising on other	83	491
Total movement to Income Statement	(452)	19
Movement to other comprehensive income:
Related deferred tax asset	400	(410)
Exchange translation differences	(42)	(41)
Movement to equity	133	(1,047)
Total movement to equity and other comprehensive income	491	(1,498)
Balance at end of year	3,010	2,971

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 107

A deferred net tax asset of £3.0 million (2024: £3.0 million) has been recognised as the directors believe that it is probable that there

will be sufficient taxable profits in the future to recover the asset in full.

No deferred tax has been provided in respect of temporary differences associated with investments in subsidiaries and interests in

joint ventures where the Group is in a position to control the timing of the reversal of the temporary differences and it is probable

that such differences will not reverse in the foreseeable future. The aggregate amount of temporary differences associated with

investments in subsidiaries, for which a deferred tax liability has not been recognised, is approximately £nil (2024: £nil).

2.8 Earnings per share

Basic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average

number of ordinary shares outstanding during the year, excluding ordinary shares held by the Employee Share Ownership Plan and

ordinary shares held by the ACM Employee Benefit Trust which are not treated as outstanding.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all

dilutive potential ordinary shares. The Group has dilutive ordinary shares, being those options granted to employees where the

expected consideration is less than the average market price of the Company’s ordinary shares during the period that they are

outstanding, and convertible loan notes issued in respect of the acquisition of Naves.

	2025	2024
Total operations	£’000	£’000
Profit for the year attributable to shareholders	6,102	4,624
	Pence	Pence
Basic earnings per share	19.41	15.65
Effect of dilutive share options	(2.83)	(2.85)
Diluted earnings per share	16.58	12.80

	2025	2025
Underlying operations	£’000	£’000
Underlying profit for the year attributable to shareholders	9,840	10,820
	Pence	Pence
Basic earnings per share	31.30	36.62
Effect of dilutive share options	(4.56)	(6.66)
Diluted earnings per share	26.74	29.96

A reconciliation by class of instrument in relation to potential dilutive ordinary shares and their impact on earnings is set out below:

		2025				2024
	Weighted				Weighted
	average	Underlying	Statutory		average	Underlying	Statutory
	number of	earnings	earnings		number of	earnings	earnings
	shares	£’000	£’000		shares	£’000	£’000
Used in basic earnings per share	31,435,065	9,840	6,102	2 9,5	47,8 10	10,820	4,624
RSP, DBP and LTIP	5,361,377	–	–		6,565,016	–	–
Convertible loan notes	–	–	–		–	–	–
Used in diluted earnings per share	36,796,442	9,840	6,102		36,112,826	10,820	4,624

108 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

3 Balance sheet non-current assets

3.1 Goodwill

Business combinations are accounted for using the acquisition method. The goodwill recognised as an asset by the Group is stated

at cost less any accumulated impairment losses.

On the acquisition of a business, fair values are attributed to the net assets (including any identifiable intangible assets) acquired.

The excess of the consideration transferred, any non-controlling interest recognised and the fair value of any previous equity interest

in the acquired entity over the fair value of net identifiable assets acquired is recorded as goodwill. Acquisition-related costs are

recognised in the Income Statement as incurred in accordance with IFRS 3.

In relation to acquisitions where the fair value of assets acquired exceeds the fair value of the consideration, the excess fair value is

recognised immediately in the Income Statement as a gain on purchase.

On the disposal of a business, goodwill relating to that business remaining on the Balance Sheet is included in the determination of

the profit or loss on disposal. As permitted by IFRS 1, goodwill on acquisitions arising prior to 1 March 2004 has been retained at prior

amounts and is tested annually for impairment.

Key estimate

Impairment of goodwill

Goodwill is tested for impairment on an annual basis, and the Group will also test for impairment at other times if there is an

indication that an impairment may exist. Determining whether goodwill is impaired requires an estimation of the value-in-use of

the cash-generating units to which these assets have been allocated. The value-in-use calculation estimates the present value

of future cash flows expected to arise for the cash-generating units. The key estimates are therefore the selection of suitable

discount rates and the estimation of future growth rates which vary between cash-generating units depending on the specific

risks and the anticipated economic and market conditions related to each cash-generating unit.

As part of determining the value in use of each CGU group, Management has considered the potential impact of climate

change on the business performance over the next five years, and the terminal growth rates. While there is considerable

uncertainty relating to the longer term and quantifying the impact on a range of outcomes, management considers that

environmental-related incremental costs are expected to have a relatively low impact. Recognising that there are extreme

but unlikely scenarios, the Group considers that while exposed to physical risks associated with climate change (such as

flooding, heatwaves, sea level rises and increased precipitation) the estimated impact of these on the Group is not deemed

material. In addition, the Group is exposed to transitional risks which might arise, for example, from government policy, customer

expectations, material costs and increased stakeholder concern. The transitional risks could result in financial impacts such

as higher environmentally focused levies (e.g. carbon pricing). While the Group is exposed to the potential financial impacts

associated with transitional risks, based on information currently available, these are not deemed to have a significant impact.

The key assumptions and the sensitivity of them to the carrying values are provided in the note below.

	£’000
Cost
At 28 February 2023	88,116
Exchange adjustments	(300)
At 29 February 2024	87,816
Exchange adjustments	(409)
At 28 February 2025	87,407
Accumulated impairment
At 28 February 2023	16,709
Exchange adjustments	(230)
At 29 February 2024	16,479
Exchange adjustments	(315)
At 28 February 2025	16,164
Net book value at 28 February 2025	71,243
Net book value at 29 February 2024	71,337

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 109

All goodwill is allocated to cash-generating units. The allocation of goodwill to groups of cash-generating units is as follows:

	2025	2024
	£’000	£’000
Chartering	68,696	68,696
Corporate Finance (part of Investment Advisory segment)	2,547	2,641
	71,243	71,337

These groups of cash-generating units represent the lowest level within the Group at which goodwill is monitored for internal

management purposes.

All goodwill is denominated in the Group’s reporting currency, with the exception of the Corporate Finance Division which is

denominated in euros. Goodwill denominated in foreign currencies is revalued at the Balance Sheet date. The exchange adjustment

for the year ended 28 February 2025 was a loss of £0.1 million (2024: loss of £0.1 million).

The Group is required to test, on an annual basis, whether goodwill has suffered any impairment. The recoverable amount is

determined based on value-in-use calculations. The use of this method requires the estimation of future cash flows and the

determination of a discount rate in order to calculate the present value of the cash flows.

The key assumptions on which the value-in-use calculations are based relate to (i) business performance over the next five years,

(ii) long-term growth rates beyond 2030 and (iii) discount rates applied.

i) Business performance over the next five years – The estimated cash flows were based on the approved annual budget for the

next financial year and projections for the following four years which are based on management’s estimates of revenue growth

and cost inflation which reflect past experience and management’s expectation of future events given the specific risks and

economic and market conditions of each cash-generating unit. The assumptions behind these projections are consistent with

the viability statement. Cash flows have been used over a period of five years as management believes this reflects a reasonable

time horizon for management to monitor the trends in the business.

ii) Long-term growth rates – This is the average growth rate used to extrapolate cash flows beyond the budget period.

iii) Discount rates – The post-tax discount rate was determined based on a weighted average cost of capital (“WACC”) and

adjusted for CGU-specific risk factors specific to the CGU group.

The effect on cash flows of climate change was considered but assessed to have no material impact at this time. Management

does not believe that climate-related risks nor the potential impact of climate change on the Group’s operations would materially

affect the recoverability of goodwill in either of the cash-generating units.

The results of the impairment tests are as follows:

a) Chartering

The key assumptions and resulting net present values are as follows:

Chartering	2025	2024
Post-tax discount rate	11.36%	11.86%
Equivalent pre-tax discount rate	11.82%	12.40%
Revenue (decline)/growth in year 1	(1.6)%	0.0%
Average revenue growth rate years 2-5	3.0%	3.0%
Operating profit margin years 1-5	11.4% – 12.1%	13.8% – 14.4%
Long-term growth rate	1.7%	1.7%

At 28 February 2025, the net present value of the Chartering segment is significantly higher than the carrying value of the goodwill

in respect of this cash-generating unit. At the Balance Sheet date, management concluded that there were no reasonably possible

changes in the key assumptions used in the impairment review that would reduce headroom to £nil or result in an impairment.

110 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.1 Goodwill continued

b) Corporate Finance

Revenues for the Corporate Finance Division are challenging to forecast because of the highly variable nature of success fees.

Management forecasts over the five-year forecast period consider recent performance and reflect management’s best estimate

of success fee taken into account of volatility of the success fee. Growth rates used in the value-in-use test reflect this variability

and were based on the best estimate of management.

Corporate Finance	2025	2024
Post-tax discount rate	13.19%	13.84%
Equivalent pre-tax discount rate	13.69%	14.45%
Revenue growth in year 1 1	9.4%	29.0%
Average revenue growth rate years 2-5	5.0%	5.0%
Operating profit margin years 1-5	21.3% – 24.2%	12.3% – 15.9%
Long-term growth rate	1.7%	1.7%

1 Year-on-year growth in the prior year in relation to year 1 was 29%, which reflected recovery of revenue after lower than historically achieved performance in

FY24.

Sensitivity to impairment for Corporate Finance

To test the sensitivity of the results of the impairment review, the calculations have been re-performed, flexing the three key

assumptions:

– revenue growth rate from years 2 to 5;

– post-tax discount rate; and

– revenue outperforms or underperforms forecast in year 1 with subsequent revenue growth in line with the above assumptions in

years 2 to 5.

The recoverable amount of the Group’s goodwill relating to Corporate Finance exceeds its carrying value by £2.0 million. The below

table presents the net variance in the calculated value in use of Corporate Finance under each scenario:

	Change in			Change in post-tax		Year 1 revenue outperforms
	revenue growth		discount rate			or underperforms forecast
	+1%	-1%	+2%	-2%	+15%	-15%
	£’000	£’000	£’000	£’000	£’000	£’000
Corporate Finance	310	(302)	(663)	944	1,391	(1,391)

Further, the break-even points of the impairment review which would result in an impairment when flexing these three key

assumptions are as below:

	Change in assumption Increase/(decrease)
Revenue growth rate from year 2 to 5	( 7.4%)
Post-tax discount rate	9.8%
Revenue underperforms forecast in year 1	(22.1%)

While the break-even disclosure above relates to specific discrete inputs to management’s value-in-use calculation, a combination

of smaller changes in assumptions results in larger reductions of the value-in-use. For example, if 0% revenue growth was assumed

in year 1 along with revenue growth in years 2 to 5 reduced to 1%, while maintaining a terminal growth rate, this would result in

an impairment.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 111

3.2 Other intangible assets

Computer software

The Group capitalises computer software at cost. It is amortised on a straight-line basis over its estimated useful life of up to

four years.

Other intangible assets

Intangible assets acquired as part of a business combination are stated in the Balance Sheet at their fair value at the date

of acquisition less accumulated amortisation and any provision for impairment. The amortisation of the carrying value of the

capitalised customer relationships is charged to the Income Statement over an estimated useful life, which is up to twelve years.

The amortisation in respect of capitalised brand assets is expensed to the Income Statement over an estimated useful life, which is

between three and twelve years.

		Other
	Computer	intangible
	software	assets	Total
	£’000	£’000	£’000
Cost
At 28 February 2023 (restated) 1	3,609	4,618	8,227
Additions	32	–	32
Disposals	–	(245)	(245)
Exchange rate adjustments	(3)	(171)	(174)
At 29 February 2024	3,638	4,202	7,840
Disposals 2	(45)	293	248
Exchange rate adjustments	(4)	15	11
At 28 February 2025	3,589	4,510	8,099
Amortisation
At 28 February 2023 (restated) 1	3,113	1,134	4,247
Charge for the year	229	449	678
Disposal	–	(245)	(245)
Exchange adjustments	(1)	(24)	(25)
At 29 February 2024	3,341	1,314	4,655
Charge for the year	173	412	585
Disposal 2	(44)	293	249
Exchange adjustments	(3)	5	2
At 28 February 2025	3,467	2,024	5,491
Net book value at 28 February 2025	122	2,486	2,608
Net book value at 29 February 2024	297	2,888	3,185

1 Following a review of the gross cost and gross accumulated amortisation and impairment amounts, the Group has restated the opening gross cost and gross

amortisation and impairment amount to decrease both by £2.0 million in relation to disposals in prior years. There is no impact on the Group’s Income Statement

or movements reported in the current or prior year.

2 The positive amount in the disposal line relates to an immaterial correction of an amount of £0.3 million incorrectly disclosed as a disposal in the prior year.

Other intangible assets brought forward from the prior year relate to forward books of income acquired in acquisitions which are

amortised over the period that the income is recognised; customer relationships which are amortised over a period of up to twelve

years; and brand which is amortised over a period of up to ten years.

At 28 February 2025, the Group had no contractual commitments for the acquisition of computer software or other intangible assets

(2024: £nil).

112 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.3 Investments

In accordance with IFRS 9, the Group’s investments in unlisted equity investments are measured at fair value through profit or loss as

the Group has not elected to recognise fair value gains and losses through other comprehensive income.

	2025	2024
	£’000	£’000
Unlisted investments	1,720	1,633
Movement in unlisted investments	£’000	£’000
Opening balance	1,633	1,780
Fair value gain/(loss)	87	(147)
Closing balance	1,720	1,633

A list of subsidiary undertakings is included in Note 7.3. The Financial Statements of the principal subsidiary undertakings are

prepared to 28 February 2025.

The Group’s unlisted investments include 1,000 (2024: 1,000) ordinary £1 shares in London Tanker Brokers’ Panel Limited. The

investment is carried at fair value of £1.4 million, see Note 4.4 for further details.

3.4 Investment in associate

Investments

Investments in associates and joint ventures where the Group has joint control or significant influence are accounted for under

the equity method. Investments in associates are initially recognised in the Consolidated Balance Sheet at cost. Subsequently,

associates are accounted for under the equity method, where the Group’s share of post-acquisition profits and losses and other

comprehensive income is recognised in the Income Statement and Statement of Comprehensive Income.

Profits and losses arising on transactions between the Group and its associates are recognised only to the extent of unrelated

investors’ interests in the associate. The investor’s share in the associate’s profits and losses arising from these transactions is

eliminated against the carrying value of the associate.

Where the Group’s share of the associate’s identifiable net assets is greater than the cost of investment, a gain on purchase is

recognised in the Income Statement and the carrying value of the investment in the Consolidated Balance Sheet is increased.

When the Group disposes of shares in associates or joint ventures, the Group recognises a profit or loss on disposal based on

the net proceeds less the weighted average cost of the shares disposed of. On disposal, the Group reclassifies foreign exchange

amounts previously recognised in other comprehensive income relating to that reduction in ownership interest if that gain or loss

would be required to be reclassified to profit or loss on the disposal of the related assets or liabilities.

The most recent Financial Statements of an associate are used for accounting purposes unless it is impractical to do so. Where

the Group and an associate have non-coterminous reporting dates, the associate’s full-year accounts will be used for the purposes

of the Group’s reporting at 29 February with adjustments made for any significant transactions or events.

Investments where the Group has no significant influence are held at fair value, with movements in fair value recorded in profit

and loss.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 113

Zuma Labs Limited

Zuma Labs Limited is a private company incorporated in England and Wales and its registered address is Kemp House, 128 City Road,

London, United Kingdom, EC1V 2NX. Zuma Labs Limited has one share class and each share carries one vote.

At 28 February 2025, the Group’s shareholding was 2,500 shares, which equates to 20.0% of Zuma Labs Limited’s share capital and

20.0% of voting rights (2024: 2,500 shares, 20% of share capital and 20% of voting rights). The Group has representation on the

board of Zuma Labs Limited, and, as a result, the Group considers that it has the power to exercise significant influence in Zuma

Labs Limited and the investment in it has been accounted for using the equity method.

A purchase price allocation exercise was undertaken to measure the fair value of the net assets on the date at which Zuma Labs

Limited became an associate, and also at each date at which further shares were subscribed for. Based on the purchase price

allocation exercise, the difference between the cost of the investment and the Group’s share of the net fair value of Zuma Labs

Limited’s identifiable assets and liabilities is accounted for as goodwill. Amortisation of that goodwill is not permitted.

IAS 28 requires the most recent financial statements of an associate are used for accounting purposes, and that coterminous

information should be used unless it is impractical to do so. Zuma Labs Limited has a year-end of 31 March with the latest statutory

accounts available being for the year ended 31 March 2024. Management accounts up to 28 February 2025 have been made

available, so for practical reasons Zuma Labs Limited’s management accounts for the period ended 28 February 2025 have been

used for the purposes of the Group’s full-year reporting at 28 February. Zuma Labs Limited will prepare its next set of Financial

Statements for the year ended 31 March 2025. At 28 February 2025 Zuma Labs Limited had no contingent liabilities.

There are no indicators that the carrying value of the Group’s investment in Zuma Labs Limited at 28 February 2025 is impaired.

The movements in the investment in the associate are provided below.

	Zuma
	£’000
At 28 February 2023	701
Share of loss in associate	12
At 29 February 2024	713
Share of profit in associate	–
At 28 February 2025	713

114 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.5 Property, plant and equipment

Property, plant and equipment are shown at historical cost less accumulated depreciation and any provision for impairment.

Included in each category are right-of-use assets where the Group is a lessee. Land and buildings primarily includes right-of-use

assets and leasehold improvements.

Depreciation is provided at rates calculated to write off the cost, less estimated residual value of each asset, on a straight-line basis

over its expected useful life as follows:

Land and buildings – over the lease term

Computer equipment – four years

Fixtures and equipment – four years or the lease term for right-of-use assets

	Land and		Fixtures and
	buildings	Computers	equipment	Total
	£’000	£’000	£’000	£’000
Cost
At 28 February 2023	13,232	2,010	2,011	17, 25 3
Additions at cost	3,052	240	281	3,573
Disposals	(3)	(101)	(45)	(149)
Exchange differences	(279)	(28)	(55)	(362)
At 29 February 2024	16,002	2,121	2,192	20,315
Additions at cost	8,048	427	60	8,535
Disposals	(160)	(154)	(55)	(369)
Exchange differences	13	(3)	(6)	4
At 28 February 2025	23,903	2,391	2,191	28,485
Accumulated depreciation and impairment
At 28 February 2023	9,058	1,406	1,469	11,933
Charge for the year	2,662	246	219	3,127
Reclassification	(6)	–	6	–
Disposals	(3)	(91)	(45)	(139)
Exchange differences	(126)	(21)	(41)	(188)
At 29 February 2024	11,585	1,540	1,608	14,733
Charge for the year	2,653	361	213	3,227
Disposals	(159)	(150)	(55)	(364)
Impairment	743	–	–	743
Exchange differences	20	(5)	(4)	11
At 28 February 2025	14,842	1,746	1,762	18,350
Net book value at 28 February 2025	9,061	645	429	10,135
Net book value at 29 February 2024	4,417	581	584	5,582

At 28 February 2025, the Group had no contractual commitments for the acquisition of property, plant and equipment (2024: £nil).

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 115

3.6 Leases

Key estimate

Lease term

The Group determines the lease term as the non-cancellable period of the lease, together with any periods covered by an

option to extend the lease if it is reasonably certain to be exercised, or any period covered by an option to terminate the lease, if

it is reasonably certain not to be exercised. The Group also considers the local legal framework when making an assessment of

its ability to continue to occupy premises. The Group has several lease contracts that include extension and termination options.

Management applies judgement in evaluating whether it is reasonably certain whether or not to exercise the option to renew

or terminate the lease. That is, it considers all relevant factors that create an economic incentive for the Group to exercise either

the renewal or termination option. After the commencement date, the Group reassesses the lease term if there is a significant

event or change in circumstances that is within its control and affects its ability to exercise or not to exercise the option to

renew or to terminate the lease.

During the year, the Group increased its right-of-use assets and corresponding lease liabilities by £7.6 million, primarily relating

to its continued use of office space, reflecting its best estimate of the of the lease terms. Undiscounted potential future cash

outflows of £8.1 million have not been included in the lease liability because it is not reasonably certain that the leases will be

extended (or not terminated).

The Group as a lessee

The Group has various lease arrangements for properties, and other equipment. At inception of a lease contract, the Group

assesses whether the contract conveys the right to control the use of an identified asset for a certain period of time and whether

it obtains substantially all the economic benefits from the use of that asset, in exchange for consideration. The Group recognises a

lease liability and a corresponding right-of-use asset with respect to all lease arrangements in which it is a lessee, except low-value

leases and short-term leases of twelve months or less, costs for which are recognised as an operating expense within the Income

Statement on a straight-line basis.

A right-of-use asset is capitalised on the Balance Sheet at cost, comprising the amount of the initial measurement of the lease

liability and lease payments made at or before the commencement date, plus any initial direct costs incurred in addition to an

estimate of costs to remove or restore the underlying asset. Where a lease incentive is receivable, the amount is offset against the

right-of-use asset at inception. Right-of-use assets are depreciated using the straight-line method over the shorter of the estimated

life of the asset or the lease term.

The lease liability is initially measured at the present value of future lease payments. Interest expense is charged to the Consolidated

Income Statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the

liability. The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the lessee’s

incremental borrowing rate is used, being the rate that the lessee would have to pay to borrow the funds necessary to obtain an

asset of similar value in a similar economic environment with similar terms and conditions. Generally, the interest rate implicit in the

lease is not readily determinable, as such the incremental borrowing rate is used to discount future lease payments.

For the Group, lease payments generally comprise the following:

– Fixed payments, less any lease incentives receivable;

– Variable payments that are based on an index or rate; and

– Payments to be made under extension options which are reasonably certain to be exercised.

Lease payments made are apportioned between an interest charge and a capital repayment amount which are disclosed within

the financing activities and the operating activities sections of the Consolidated Statement of Cash Flows respectively. When an

adjustment to lease payments based on an index takes effect, the liability is remeasured with a corresponding adjustment to the

right-of-use asset.

Contracts entered into by the Group have a wide range of terms and conditions but generally do not impose any additional

covenants. Several of the Group’s contracts include indexation adjustments to lease payments in future periods which are not

reflected in the measurement of the lease liabilities at 28 February 2025. Many of the contracts entered into by the Group include

extension or termination options which provide the Group with additional operational flexibility. If the Group considers it reasonably

certain that an extension option will be exercised or a termination option not exercised, the additional period is included in the lease

term.

A modification to a lease which changes the lease payment amount (e.g. due to a renegotiation or market rent review) or amends

the term of the lease, results in a reassessment of the lease liability with a corresponding adjustment to the right-of-use asset.

116 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.6 Leases continued

The Group as a lessor

The Group classifies leases as either operating or finance leases based on the substance of the arrangement. At commencement

of a finance lease, a receivable is recognised at an amount equal to the Group’s net investment in the lease. Finance income is

recognised reflecting a constant periodic rate of return on the net investment in the lease. Lease payments from operating leases

are recognised as income on a straight-line basis.

Right-of-use assets

The Group leases a number of properties in the jurisdictions from which it operates. In some jurisdictions it is customary for lease

contracts to provide for payments to increase each year by inflation and in other property leases the periodic rent is fixed over the

lease term. The Group also leases certain items of plant and equipment which are typically motor vehicles. These contracts normally

comprise only fixed payments over the lease term.

	Land and	Fixtures and
	buildings	equipment	Total
	£’000	£’000	£’000
At 28 February 2023	3,585	54	3,639
Additions	2,898	172	3,070
Reclassification	6	(6)	–
Depreciation	(2,249)	(71)	(2,320)
Exchange differences	(145)	(1)	(146)
At 29 February 2024	4,095	148	4,243
Additions	7,570	38	7,608
Depreciation	(2,407)	(81)	(2,488)
Impairment	(743)	–	(743)
Disposals	(2)	–	(2)
Exchange differences	(7)	(1)	(8)
At 28 February 2025	8,506	104	8,610

Lease liabilities

	Total
	£’000
At 28 February 2023	5,027
Additions	3,021
Interest expense	189
Lease payments	(3,332)
Exchange differences	(127)
At 29 February 2024	4,778
Additions	7,608
Interest expense	276
Lease payments	(3,382)
Exchange differences	(35)
At 28 February 2025	9,245

The total cash outflow for leases is £3,382,000 (2024: £3,332,000), of which £276,000 (2024: £189,000) represents payment of

interest.

Contractual payments by maturity are provided in Note 4.4 (f).

During the year, the financial effect of revising lease terms arising from the effect of exercising extension and termination options

was £nil (2024: increase of £375,000) in the recognised lease liabilities. As at 28 February 2025, undiscounted potential future cash

outflows of £8.1 million (2024: £2.9 million) have not been included in the lease liability because it is not reasonably certain that the

leases will be extended (or not terminated).

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 117

Lease receivables

	Gross	Provision	Net
	£’000	£’000	£’000
At 28 February 2023	866	(12)	854
Interest income	16	–	16
Lease payments	(642)	–	(642)
Movement in provision	–	12	12
At 29 February 2024	240	–	240
Interest income	1	–	1
Lease payments	(241)	–	(241)
At 28 February 2025	–	–	–

	2025	2024
	£’000	£’000
Short-term lease expense	(232)	(222)
Short-term lease income	128	102

4 Balance sheet – Operating assets and liabilities

4.1 Other long-term receivables

For the accounting policy and further details on deferred and contingent consideration receivable, see Note 4.9. The accounting

policy for finance lease receivables is set out in Note 3.6.

	2025	2024
	£’000	£’000
Deferred consideration	–	1,304
Contingent consideration	–	532
Security deposits	360	304
Prepayments	1,408	2,449
	1,768	4,589

In FY24, deferred consideration of £1.3 million and contingent consideration of £0.5 million relates to the earnout payments

receivable in respect of the disposal of Cory Brothers; further detail is provided in Note 4.9. Prepayments includes the non-current

element of the claw-back provision on joining and retention incentives paid to certain employees. The receivable is amortised over

the claw-back period, and therefore is expected to be recovered in greater than twelve months.

4.2 Trade and other receivables

Trade receivables and contract assets

Trade receivables and contract assets are initially recognised at fair value (less transaction costs) and subsequently measured at

amortised cost.

At the Balance Sheet date, there may be amounts where invoices have not been raised but performance obligations have been

satisfied, and these are recognised as contract assets.

Specific provision for impairment is made where there is evidence that the balances will not be recovered in full. An impairment

provision for expected credit losses is made for trade receivables and contract assets using the simplified approach. A provision

matrix is used to calculate an expected credit loss as a percentage of carrying value by age. The percentages are determined

based on historical credit loss experience as well as forward-looking information. Impairment provisions are made for other

receivables based on lifetime expected credit losses using a model that considers forward-looking information and significant

increases in credit risk.

Trade and other receivables are non-interest bearing and generally on terms payable within 30 to 90 days.

Other items

For the accounting policy and further details on deferred and contingent consideration receivable, see Note 4.9. The accounting

policy for finance lease receivables is set out in Note 3.6.

118 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.2 Trade and other receivables continued

Key estimate

Provision for impairment of trade receivables and contract assets

Trade receivables and contract assets are amounts due from customers in the ordinary course of business. Trade receivables

and contract assets are classified as current assets if collection is due within one year or less (or in the normal operating cycle

of the business if longer). If not, they are presented as non-current assets.

The provision for impairment of trade receivables and contract assets represents management’s best estimate at the Balance

Sheet date. A number of judgements are made in the calculation of the provision, primarily the age of the invoice, the existence

of any disputes, recent historical payment patterns and the debtor’s financial position.

When measuring expected credit losses, the Group uses reasonable and supportable forward-looking information, which is

based on assumptions for the future movement of different economic drivers and how these drivers will affect each other.

Probability of default constitutes a key input in measuring expected credit losses. Probability of default is an estimate of the

likelihood of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of

future market conditions. The expected loss rates applied to receivables are provided in this note.

	2025	2024
	£’000	£’000
Trade receivables	28,871	26,964
Provision for impairment of trade receivables	(3,433)	(2,837)
Net trade receivables	25,438	24,127
Deferred consideration	1,336	1,316
Contingent consideration	654	550
Other receivables	5,078	3,949
Finance lease receivables	–	240
Contract assets	1,270	1,517
Prepayments	7,111	6,031
Total	40,887	37,730

Deferred consideration and contingent consideration relate to the earnout payments receivable in respect of the disposal of Cory

Brothers; further detail is provided in Note 4.9.

Included in other receivables in both years are VAT and other sales tax receivables and employee loans. In the prior year, security

deposits are also included.

Prepayments includes an asset of £2.2 million (2024: £3.5 million) in respect of the current portion of the claw-back provision on

joining incentives paid to certain employees which are being charged to the Income Statement in accordance with the claw-back

provisions of the underlying contracts. The receivable is amortised over the claw-back period.

The movement in the asset between years is due to the invoicing of all prior year assets and the accrual of amounts relating to the

current year.

The total receivables balance is denominated in the following currencies:

	2025	2024
	£’000	£’000
US dollars	31,359	28,690
Sterling	6,632	6,675
Other	2,896	2,365
Total	40,887	37,730

The directors consider that the carrying amounts of trade receivables approximate to their fair value.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 119

Trade receivables are non-interest bearing and are generally on terms payable within 30–90 days; terms associated with the

settlement of the Group’s trade receivables vary across the Group. Specific debts are provided for where recovery is deemed

uncertain, which will be assessed on a case-by-case basis whenever debts are older than the due date, but always when debts

are older than usual for the industry in which each business in the Group operates.

As at 28 February 2025, trade receivables of £2.3 million (2024: £2.3 million) which were over twelve months old were treated as

credit impaired and have been provided for. No provision (2024: £nil) has been made for specific trade receivables which are less

than twelve months overdue.

The Group applies the IFRS 9 simplified approach to measuring expected credit losses using a lifetime expected credit loss

provision for trade receivables and contract assets. To measure expected credit losses on a collective basis, trade receivables and

contract assets are grouped based on similar credit risk and ageing. The contract assets have similar risk characteristics to the trade

receivables for similar types of contracts.

The expected loss rates are based on the Group’s historical credit losses and rates are then adjusted for current and forward-

looking information on macroeconomic factors affecting the Group’s customers. Trade receivables and contract assets are written

off where there is no reasonable expectation of recovery. Indicators that there is no reasonable expectation of recovery include,

among others, the failure of a debtor to engage in a repayment plan with the Group, and a failure to make contractual payments

for a period of greater than 365 days past due.

The ageing profile of trade receivables and the lifetime expected credit loss for provisions and contract assets is as follows:

					Total
					provision for
					impairment
	Trade	Expected	Group	ECL	of trade
	receivables	loss rate	provision	provision	receivables
2025	£’000	%	£’000	£’000	£’000
Up to 3 months	20,138	0.018	–	365	365
3 to 6 months	2,787	0.020	–	56	56
6 to 12 months	3,002	0.050	–	150	150
Over 12 months	2,944	0.968	2,849	–	2,849
Trade receivables	28,871	0.118	2,849	571	3,420
Contract assets	1,270	0.010	–	13	13
Total	30,141	0.114	2,849	584	3,433

					Total
					provision for
					impairment
	Trade	Expected	Group	ECL	of trade
	receivables	loss rate	provision	provision	receivables
2024	£’000	%	£’000	£’000	£’000
Up to 3 months	18,685	0.015	–	282	282
3 to 6 months	3,922	0.024	–	96	96
6 to 12 months	1,905	0.052	–	98	98
Over 12 months	2,452	0.954	2,286	53	2,339
Trade receivables	26,964	0.104	2,286	529	2,815
Contract assets	1,517	0.014	–	22	22
Total	28,481	0.100	2,286	551	2,837

120 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.2 Trade and other receivables continued

Movements on the provision for impairment of trade receivables and contract assets were as follows:

	2025	2024
	£’000	£’000
At 1 March	2,837	3,725
Impairment charge	1,039	697
Receivables written off during the year as uncollectible	(443)	(1,585)
At 28/29 February	3,433	2,837

Amounts receivable written off in the year relate to previously fully provided for amounts.

Contract assets

The Group’s contract assets related to accrued income which has not yet been invoiced at the Balance Sheet date. Significant

changes in contract assets during the period are analysed as follows:

	2025	2024
	£’000	£’000
At 1 March	1,517	3,388
Contract assets converted to receivables on completion	(1,434)	(3,292)
Contract assets arising on new contracts in-year	1,187	1,421
At 28/29 February	1,270	1,517

4.3 Trade and other payables

Commissions payable to co-brokers are recognised in trade payables due within one year on the earlier of the date of invoicing or

the date of receipt of cash. The accounting policy for lease liabilities is set out in Note 3.6.

	2025	2024
Current liabilities	£’000	£’000
Trade payables	3,646	2,214
Lease liabilities	2,733	1,925
Other taxation and social security	374	560
Other payables	1,375	1,974
Contract liabilities	533	334
Accruals	26,071	36,604
Total	34,732	43,611

Accruals primarily includes accrued bonuses and other general accruals.

The directors consider that the carrying amounts of trade payables approximate to their fair value.

4.4 Financial instruments and risk management

The Group is exposed through its operations to the following financial risks:

– Currency risk;

– Interest rate risk;

– Credit risk; and

– Liquidity risk.

In common with all other businesses, the Group is exposed to risks that arise from its use of financial instruments. This note

describes the Group’s objectives, policies and processes for managing those risks and the methods used to measure them.

Further quantitative information in respect of these risks is presented throughout the Financial Statements.

There have been no substantive changes in the Group’s exposure to financial instrument risks, its objectives, policies, and other

processes for managing those risks or the methods used to measure them from previous periods.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 121

a) Financial instruments

i) Principal financial instruments

The principal financial instruments used by the Group, from which financial risks arise, are as follows:

– Trade and other receivables;

– Cash and cash equivalents;

– Deferred consideration receivable;

– Contingent consideration receivable;

– Unlisted investments;

– Trade and other payables;

– Revolving credit facility;

– Lease liabilities; and

– Derivative financial instruments.

ii) Financial instruments by category

Financial instruments measured at fair value

The Group’s financial assets and liabilities measured at fair value through profit and loss, including their fair value hierarchy, are as

follows. Fair value is the amount at which a financial instrument could be exchanged in an arm’s length transaction, other than in a

forced or liquidated sale.

				As at 28 Feb
	Level 1	Level 2	Level 3	2025
	£’000	£’000	£’000	£’000
Financial assets:
Unlisted investment	–	–	1,720	1,720
Contingent consideration receivable	–	–	654	654
Derivative contracts 1	–	397	–	397
Total	–	397	2,374	2,771
Financial liabilities:
Derivative contracts 1	–	679	–	679
Embedded derivative	–	–	29	29
Total	–	679	29	708

				As at 29 Feb
	Level 1	Level 2	Level 3	2024
	£’000	£’000	£’000	£’000
Financial assets:
Unlisted investment	–	–	1,633	1,633
Contingent consideration receivable	–	–	1,082	1,082
Derivative contracts 1	–	1,536	–	1,536
Total	–	1,536	2,715	4,251
Financial liabilities:
Derivative contracts 1	–	218	–	218
Embedded derivative	–	–	140	140
Total	–	218	140	358

1 Currency forwards with a fair value of £0.2 million (2024: £1.3 million) maturing within twelve months have been shown as current assets. Currency forwards

with a fair value of £0.2 million (2024: £0.2 million) maturing in greater than twelve months of the Balance Sheet date have been shown as non-current assets.

Liabilities include currency forwards with a fair value of £0.6 million (2024: £0.2 million) maturing within twelve months shown as current liabilities and currency

forwards with a fair value of £0.1 million (2024: £0.0 million) maturing in greater than twelve months of the Balance Sheet date shown as non-current liabilities.

Fair value hierarchy

The level in the fair value hierarchy within which the financial asset or liability is categorised is determined on the basis of the lowest

level input that is significant to the fair value measurement.

Financial assets and liabilities are classified in their entirety into one of three levels:

– Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

– Level 2: Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or

indirectly.

– Level 3: Inputs for the asset or liability that are not based on observable market data.

122 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

Valuation processes

The Group’s finance team and Group Chief Financial Officer are responsible for fair value measurement of financial instruments and

makes the decision as to the valuation technique to be applied, along with the level of external support required. The Group uses

external specialists to value some of the financial instruments included within Level 3 of the fair value hierarchy. The results of those

valuations are reviewed at each reporting date within the finance team.

The following table provides a reconciliation of movements in Level 3 financial assets during the year:

	Contingent
	consideration	Unlisted
	receivable	investments
	£’000	£’000
Fair value at 28 Feb 2023	1,407	–
Transfer into Level 3	–	1,780
Unrealised fair value gain/(loss) recognised in operating costs	83	(147)
Cash settlement	(408)	–
Fair value at 29 Feb 2024	1,082	1,633
Unrealised fair value gain/(loss) recognised in operating costs	128	87
Cash settlement	(556)	–
Fair value at 28 Feb 2025	654	1,720

Unlisted investments

The unlisted investment primarily relates to the Group’s investment in the London Tanker Brokers’ Panel, see Note 3.3. In FY23, the

investment was carried at fair value, based on the value of the most recent comparable transaction and was therefore classified

as Level 2 in the fair value hierarchy. Due to the time which has passed since the most recent comparable market transaction,

the Group has valued the investment in the current year based on an income approach which has resulted in the fair value being

deemed to be in Level 3 of the fair value hierarchy. The Group’s policy is that the beginning of the financial year is considered the

date of transfer between levels in the fair value hierarchy. The significant unobservable inputs into the valuation are:

– a discount rate of 16.0% (2024: 16.4%); and

– expected income from the investment.

An increase in the discount rate of 2% would result in an increased fair value loss of £0.2 million recognised in the Income

Statement, while a decrease in the discount rate of 2% would result in a gain of £0.2 million recognised in the Income Statement.

A 10% increase/decrease in expected income would result in a £0.1 million gain/loss.

Contingent consideration receivable

The fair value of the contingent consideration receivable includes unobservable inputs and are therefore classified as Level 3. The

contingent consideration receivable relates to the disposal of the Logistics Division whereby the Group is entitled to three future

cash payments. The SPA provides for a minimum guaranteed amount in each of the three years; this amount has been classified

as deferred consideration. The balance of the earnout consideration is contingent on the future performance of the combined

business up to a maximum specified in the SPA; this has been classified as contingent consideration. The fair value of the

contingent consideration has been calculated by reference to management’s expectation of the future profitability of the combined

business and discounted to present value using a discount rate of 5.51% (2024: 5.29%). The discount rate takes into account the

credit risk of Vertom Agencies BV. See Note 4.9 for further details.

Derivative contracts

Contracts with derivative counterparties are based on ISDA Master Agreements. Under the terms of these arrangements, only in

certain situations will the net amounts owing/receivable to a single counterparty be considered outstanding. The Group does not

have the present legal ability to set off these amounts and so they are not offset in the Balance Sheet. Of the derivative assets and

derivative liabilities recognised in the Balance Sheet, an amount of £0.4 million (2024: £0.2 million) would be set off under enforceable

master netting agreements.

Forward currency contracts

The fair value of the forward currency contracts are based on prices quoted by the counterparty within these contracts versus the

market rate at the Balance Sheet date and have therefore been classified as Level 2 in the fair value hierarchy. See the currency risk

section for further details.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 123

Embedded derivative

The convertible loan note instruments issued on the acquisition of Naves contain an embedded derivative, being a euro liability

of principal and interest. The equity value of the underlying derivative is not considered closely related to the debt host, therefore

the loan note is considered to be a financial liability host with an embedded derivative convertible feature which is required to be

separated from the host. The fair value of the embedded derivative includes unobservable inputs and is therefore classified as Level

3. The key assumptions underpinning the fair value of the embedded derivative relate to the expected future share price of the

Group and the GBP:EUR exchange rate. The fair value has been determined using a Black-Scholes valuation model.

A gain of £111,000 (2024: £244,000 gain) has been recognised in the Income Statement in respect of the fair value movement of the

embedded derivative from 1 March 2024 to 28 February 2025.

Financial instruments not measured at fair value

The Group’s financial assets and liabilities that are not measured at fair value are measured at amortised cost. Due to their short-

term nature or frequent repricing, the carrying value of these financial instruments approximates their fair value. Their carrying values

are as follows:

	2025	2024
Financial assets	£’000	£’000
Cash and cash equivalents	20,477	27,951
Deferred consideration receivable	1,336	2,620
Trade and other receivables	32,237	30,159
Total	54,050	60,730

	2025	2024
Financial liabilities	£’000	£’000
Trade and other payables	6,095	4,851
Convertible loan notes	2,401	2,978
Long-term borrowings	22,936	26,966
Total	31,432	34,795

Deferred consideration receivable

The initial fair value of the deferred consideration receivable was determined by discounting the guaranteed minimum amounts as

per the SPA to present value using a discount rate of 2.39% and it is subsequently measured at amortised cost.

b) Currency risk

Currency risk arises when Group entities enter into transactions denominated in a currency other than their functional currency.

The Group’s policy is, where possible, to allow Group entities to settle liabilities denominated in their functional currency with the

cash generated from operations in that currency. The Group’s currency risk exposure arises mainly as a result of the majority of its

earnings being denominated in US dollars while the majority of its costs are denominated in sterling. There is also some currency

exposure related to convertible loan notes and deferred consideration denominated in euros and from the carrying values of its

overseas subsidiaries being denominated in foreign currencies.

The Group manages its transactional exposures to foreign currency risks using forward exchange contracts and currency options.

The Group is primarily exposed to fluctuations in US dollar to sterling exchange rates on foreign currency sales and hedges a

proportion of those expected cash flows out to 17 months. The principal source of hedge ineffectiveness is the risk of changes

in timing of the forecast transaction or that they do not occur, which is addressed by only hedging a proportion of future foreign

currency sales. There were no hedged transactions forecast in the current year which did not occur (2024: £nil).

The Group’s results, which are reported in sterling, are exposed to changes in foreign currency exchange rates across a number of

different currencies with the most significant exposures relating to the US dollar. The Group is exposed to the underlying translational

movements which remain outside the control of the Group. The Group’s translational exposures to foreign currency risks relate

to both the translation of income and expenses and net assets of overseas subsidiaries which are converted into sterling on

consolidation. The Group finances overseas investments partly through the use of foreign currency borrowings in order to provide a

net investment hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries.

The Group continues to apply hedge accounting to hedging instruments that meet the criteria set out in IFRS 9.

124 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

c) Hedge accounting

Derivatives are initially recognised at fair value and are subsequently remeasured at their fair value at each Balance Sheet date with

gains and losses recognised immediately in the Income Statement unless hedge accounting is applied. Recognition of the resulting

gain or loss depends on whether the derivative is designated as a hedging instrument and, if it is, the nature of the item being

hedged. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised immediately in the

Income Statement within finance costs or income.

To qualify for hedge accounting, the terms of the hedge must be clearly documented at inception and there must be an

expectation that the derivative will be highly effective in offsetting changes in the cash flow of the hedged risk. Hedge effectiveness

is tested throughout the life of the hedge and if at any point it is concluded that the relationship can no longer be expected to

remain highly effective in achieving its objective, the hedge relationship is terminated.

The fair value of derivative contracts is based either directly or indirectly on market prices at the Balance Sheet date.

Financial assets and liabilities are classified in accordance with the fair value hierarchy specified by IFRS 13. See Note 4.4.

Cash flow hedge accounting

Cash flow hedges are used to hedge the variability in cash flows of highly probable forecast transactions caused by changes in

foreign currency exchange rates and interest rates. Where a derivative financial instrument is designated in a cash flow hedge

relationship with a highly probable forecast transaction, the effective part of any change in fair value arising is deferred in the cash

flow hedging reserve within equity, via the Statement of Comprehensive Income. The Group designates a portion, being the first

US dollar amounts in a particular period, of forecast revenue transactions in cash flow hedges and reports any gain or loss as part

of revenue when the revenue is recognised. The gain or loss relating to the ineffective part is recognised in the Income Statement

within net finance expense. Amounts deferred in the cash flow hedging reserve are reclassified to the Income Statement in the

periods when the hedged item is recognised in the Income Statement.

If a hedging instrument expires or is sold but the hedged forecast transaction is still expected to occur, the cumulative gain or

loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the

hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised

immediately in the Income Statement.

The critical terms of the hedging instruments match the hedged transactions in relation to currency, timing and amounts, meaning

there is a clear economic relationship between the hedging instrument and hedged item as required under IFRS 9. Thereby,

management qualitatively demonstrates that the hedging instrument and the hedged items will move equally in the opposite

direction.

A gain of £1,500,000 (2024: £2,231,000 gain) in relation to effective hedges has been recognised in the Income Statement in respect

of derivative contracts which have matured in the period. No ineffectiveness in relation to hedge accounting has been recognised in

the period.

Forward currency contracts	2025	2024
Carrying amount of asset	£397,427	£1,535,990
Carrying amount of liability	£(679,140)	£(217,622)
Total notional amount	US $115,650,000	US $118,950,000
Maturity dates	March 2025 to	March 2024 to
	September 2026	July 2025
Hedge ratio	1:1	1:1
Change in fair value of outstanding hedging instruments since inception of the hedge	£(281,714)	£1,318,368
Change in value of hedged item used to determine hedge ineffectiveness	£281,714	£(1,318,368)
Weighted average strike rate for outstanding hedging instruments	1.26	1.25

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 125

Net investment hedge accounting

The Group uses its US dollar denominated borrowings as a hedge against the translation exposure on the Group’s net investment in

overseas companies. The Group designates the spot rate of the loans as the hedging instrument. There was no ineffectiveness to

be recognised on hedges of net investments in foreign operations. Where the hedge is fully effective at hedging the variability in the

net assets of such companies caused by changes in exchange rates, the changes in value of the borrowings are recognised in the

translation reserve within equity, via the Statement of Comprehensive Income. The ineffective part of any change in value caused

by changes in exchange rates is recognised in the Income Statement within finance income or costs. The effective portion will be

recycled into the Income Statement on the sale of the foreign operation.

The table below provides further information on the Group’s net investment hedging relationships:

	2025	2024
	£’000	£’000
Hedge ratio	1:1	1:1
Change in value of hedging instruments due to foreign currency movements since 1 March	(19)	249
Change in value of the hedged item used to determine hedge effectiveness	19	(249)

The balances and movements into and out of the foreign currency translation reserve are shown in the Consolidated Statement

of Comprehensive Income and the Consolidated Statement of Changes in Equity respectively. The amount in the foreign currency

translation reserve in relation to hedge accounting is a gain of £0.1 million (2024: £0.1 million gain) and is split as follows:

– continuing net investment hedges gain of £0.1 million (2024: £0.1 million gain); and

– hedging relationships for which hedge accounting is no longer applied, £nil (2024: £nil).

The effect on equity and profit before tax if the US dollar or the euro strengthened/(weakened) by 10% against sterling, with all other

variables being equal, is as follows:

	Profit or loss		Equity, net of tax
	+10%	–10%	+10%	–10%
	strengthening	weakening	strengthening	weakening
	£’000	£’000	£’000	£’000
28 February 2025
US dollars	1,247	(1,020)	(6,762)	5,533
Euros	255	(209)	255	(209)
Total	1,502	(1,229)	(6,507)	5,324
29 February 2024
US dollars	1,621	(1,621)	(9,474)	7,100
Euros	40	(40)	40	(40)
Total	1,661	(1,661)	(9,434)	7,060

d) Interest rate risk

The Group is exposed to interest rate risk from borrowings at floating rates. The Group minimises its short-term exposure to interest

rate risk on its cash and cash equivalents by pooling cash balances across the Group’s entities.

The Group has not entered into any financial instruments to fix or hedge the interest rates applied to its bank borrowings

and overdrafts.

The following table sets out the carrying amount, by maturity, of the Group’s financial instruments which are exposed to interest

rate risk:

		2025	2024
	Note	£’000	£’000
Floating rate:
Within one year
Cash and cash equivalents	4.5	20,472	27,941
Long-term borrowings	4.6	(23,210)	(27, 237)
		(2,738)	704

126 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

Cash balances are generally held on overnight deposits at floating rates depending on cash requirements and the prevailing market

rates for the amount of funds deposited. The other financial instruments of the Group are non-interest bearing.

The effect on equity and profit before tax of a 1% increase/(decrease) in the interest rate, all other variables being equal, is as follows:

		Profit or loss		Equity, net of tax
	+1% increase	–1% decrease	+1% increase	–1% decrease
	£’000	£’000	£’000	£’000
28 February 2025
Cash and cash equivalents	251	(251)	251	(251)
Long-term borrowings	(233)	233	(233)	233
Total	18	(18)	18	(18)
29 February 2024
Cash and cash equivalents	308	(308)	308	(308)
Long-term borrowings	(266)	266	(266)	266
Total	42	(42)	42	(42)

e) Credit risk

The maximum exposure to credit risk at the end of the reporting period is the carrying amount of each class of financial assets.

Concentrations of credit risk with respect to trade receivables are limited due to the diversity of the Group’s customer base. The

directors believe there is no further credit risk provision required in excess of normal provisions for doubtful receivables, estimated

by management based on prior experience and their assessment of the current economic environment. The Group seeks to trade

only with creditworthy parties and carries out credit checks where appropriate. The maximum exposure is the carrying amount as

disclosed in Note 4.4.

f) Liquidity risk

Liquidity risk arises from the Group’s management of working capital and the finance charges and principal repayments on its debt

instruments. It is the risk that the Group will encounter difficulty in meeting its financial obligations as they fall due.

The Group’s policy is to ensure that it will always have sufficient cash to allow it to meet its liabilities when they become due.

Management receives rolling 13-week cash flow projections on a weekly basis to ensure the Group has sufficient liquidity.

The board receives rolling twelve-month cash flow projections on a monthly basis as well as information regarding cash balances.

At the end of the financial year, these projections indicated that the Group expected to have sufficient liquid resources to meet its

obligations under all reasonably expected circumstances.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 127

The following table sets out the undiscounted contractual amounts due, in relation to the Group’s financial liabilities which exposes

the Group to liquidity risk:

		Between				Total	Total
	Up to 3	3 and 12	Between 1	Between 2	Over	contractual	carrying
	months	months	and 2 years	and 5 years	5 years	amount	amount
At 28 February 2025	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Trade and other payables	5,750	364	–	–	–	6,114	6,095
Loans and borrowings	367	1,102	1,469	24,228	–	27,166	22,936
Lease liabilities	761	2,362	3,371	3,589	6	10,089	9,245
Convertible loan notes	36	2,454	–	–	–	2,490	2,401
Total	6,914	6,282	4,840	27,817	6	45,859	40,677
Forward currency contracts							679
Gross outflows	7,348	46,032	25,618	–	–	78,998
Gross inflows	(7, 288)	(45,474)	(25,715)	–	–	(78,477)
Net outflow from derivative contracts	60	558	(97)	–	–	521

		Between					Total	Total
	Up to 3	3 and 12		Between 1	Between 2	Over	contractual	carrying
	months	months		and 2 years	and 5 years	5 years	amount	amount
At 29 February 2024	£’000	£’000		£’000	£’000	£’000	£’000	£’000
Trade and other payables	4,245	606		–	–	–	4,851	4,851
Loans and borrowings	487	1,460		28,586	–	–	30,533	26,966
Lease liabilities	846	1,253		1,013	2,062	44	5,218	4,778
Convertible loan notes	46	47		3,190	–	–	3,283	2,978
Total	5,624	3,366		32,789	2,062	44	43,885	39,573
Forward currency contracts								218
Gross outflows	1,779	7,9	4 6	1,818	–	–	11,543
Gross inflows	(1,769)		( 7,784)	(1,775)	–	–	(11,328)
Net outflow from derivative contracts	10		162	43	–	–	215

Loans and borrowings have been represented to show the expected interest payments payable on the revolving credit facility in

addition to the repayment of the loan.

g) Capital management

The Group manages its capital structure so as to maintain investor and market confidence and to provide returns to shareholders

that will support the future development of the business. The Group makes adjustments to the capital structure if required in

response to changes in economic conditions. The Group considers its capital as consisting of ordinary shares and retained

earnings. To maintain or adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to

shareholders or issue new shares.

The Group has a policy of maintaining positive cash balances and also has a revolving credit facility which it draws down as required

to provide cover against the cyclical nature of the shipping industry.

The board monitors underlying business performance to determine the ongoing use of capital, namely executive and staff

incentive schemes (and whether to fund this through cash or share incentives); acquisition appraisals ahead of potential business

combinations; investment in property, plant and equipment; and the level of dividends.

No changes were made in the objectives, policies or processes during the years ended 28 February 2025 and 29 February 2024.

128 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.5 Cash and cash equivalents

Cash and cash equivalents included in the Balance Sheet comprise cash in hand, short-term deposits with an original maturity of

three months or less and restricted cash.

Cash and cash equivalents included in the Cash Flow Statement include cash and short-term deposits. Bank overdrafts are included

in the Balance Sheet within short-term borrowings.

	2025	2024
	£’000	£’000
Cash at bank and cash in hand	20,477	27,951
Total	20,477	27,951

Cash and cash equivalents largely comprise bank balances denominated in sterling, US dollars, euros and other currencies for the

purpose of settling current liabilities.

Cash includes an amount of £6.0 million (2024: £4.6 million) held in the bank accounts of regulated entities where there is a

requirement to hold a certain amount of cash at any one time in order to cover future obligations. No charge or other restriction of

use is held over this cash.

The directors consider that the carrying amounts of these assets approximate to their fair value.

4.6 Long-term liabilities

Arrangement costs for loan facilities are capitalised and amortised over the life of the debt at a constant rate. Finance costs are

charged to the Income Statement, based on the effective interest rate of the associated external borrowings and debt instruments.

Modification of terms of financial liabilities

When the terms of an existing financial liability are modified, management will consider both quantitative and qualitative factors

to assess whether the modification is substantial. In the case that the modification of the terms of existing financial liability is

considered to be substantial, the modification shall be accounted for as an extinguishment of that financial liability and the

recognition of a new financial liability. If the modification is not considered substantial, then the existing financial liability is remeasured

in accordance with its original classification and any gain or loss is recognised immediately in the Income Statement.

	2025	2024
	£’000	£’000
Long-term borrowings
Secured revolving credit facilities	22,936	26,966
Lease liabilities	6,512	2,853
Total	29,448	29,819

The Group’s revolving credit facility (“RCF”) is for £30.0 million plus an accordion limit of £10.0 million and had an initial termination

date of November 2025. During the year, the Group exercised an option to extend the facility by two years which was approved by

the lender, extending the term to November 2027. Drawdown of the accordion facility is subject to additional credit approval. The

RCF agreement has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At 31 May 2024, 31 August 2024,

30 November 2024 and 28 February 2025, the Group met all financial covenant tests. Amounts can be rolled on a monthly basis

until the facility expires subject to certain conditions, and on that basis the borrowings have been classified as non-current. The

amounts drawn under the RCF bear interest based on SONIA, SOFR and EURIBOR from amounts drawn in sterling, US dollars

and euros respectively, plus a credit margin dependent on the Group’s leverage ratio. As at 28 February 2025, the Group’s net

debt was £2.5 million (29 February 2024: £1.0 million net cash) with available headroom in the £30.0 million RCF of £6.8 million

(at 29 February 2024: £2.8 million) (net cash is calculated as cash less secured RCF). All revolving credit facilities are drawn by

Braemar Plc and appear in the accounts of the Company.

The directors consider that the fair value of the revolving credit facility liability is equivalent to its carrying amount.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 129

4.7 Convertible loan notes

The convertible loan notes are considered to be a financial liability host with an embedded derivative convertible feature which is

required to be separated from the host. The Group has an accounting choice to record the instrument in its entirety at fair value

through profit and loss but has not chosen to apply this treatment. Instead, the financial liability host is recognised as a euro liability

initially recognised at fair value and prospectively accounted for applying the effective interest rate method. As the loan notes are

denominated in euros, the conversion feature does not meet the definition of an equity instrument. As a result, it is treated as a

separated embedded derivative and is recognised at fair value through profit and loss. Where there are conversion options that can

be exercised within one year the liability is recognised as current.

In September 2017, the Group acquired the entire share capital of Naves Corporate Finance GmbH (“Naves”). Naves is an established

and successful business, headquartered in Hamburg, Germany, which advises national and international clients on corporate finance

related to the maritime industry, including restructuring advisory, corporate finance advisory, M&A, asset brokerage, interim/pre-

insolvency management and financial asset management including loan servicing.

The acquisition agreement provided for consideration of £16.0 million (€18.4 million) payable as follows:

i) at completion in cash of £7.3 million (€8.3 million), in shares of £1.3 million (€1.5 million) and in convertible loan notes of £6.4 million

(€7.4 million); and

ii) deferred consideration in cash of £0.5 million (€0.6 million) and convertible loan notes of £0.5 million (€0.6 million), payable in

instalments over the three years after the acquisition.

The acquisition agreement also provided deferred amounts that would be payable to management sellers, conditional on their

ongoing service in the business. IFRS 3 states that amounts paid to former owners which are conditional on ongoing service are for

the benefit of the acquirer and not for the benefit of former owners. Consideration linked to the ongoing service of former owners is

treated as remuneration for post-combination services and classified as acquisition-related expenditure under specific items in the

Income Statement.

The deferred amounts payable to management sellers comprised:

i) deferred cash of £1.3 million (€1.5 million) and deferred convertible loan notes of £4.3 million (€4.9 million) conditional only on the

individual management seller’s continued service payable in instalments over the five years after the acquisition; and

ii) deferred convertible loan notes of up to £9.4 million (€11.0 million) conditional on the individual management seller’s continued

service and the post-acquisition Naves’ EBIT in the three years post-acquisition. By February 2021, there was no contingency

remaining and the total amount paid was £4.6 million (€5.3 million).

Following the issuance of new convertible loan notes in the prior year, at 28 February 2025 no amounts are subject to future service

conditions.

Convertible instruments

The Group issued convertible loan notes in connection with its acquisition of Naves in September 2017.

These convertible loan note instruments are unsecured, unlisted and non-transferable. The notes are euro denominated and carry

a 3% per annum coupon. Each tranche is redeemable on or after two years from the date of issue by the Group or by the individual

holder. The conversion prices were fixed at 390.3 pence for management sellers.

The convertible loan note instruments carry certain accelerated conversion rights in the event of default on financial commitments

associated with the instruments or business distress within the Group. The loan notes shall automatically convert or be redeemed

in the event that any person or persons acting in concert hold more than 50% of the issued share capital of the Group or an

impairment charge in excess of £43.9 million (€50.0 million) is reflected in the audited Financial Statements of the Group.

The embedded derivatives within the convertible loan notes are valued using Level 3 hierarchy techniques under IFRS 13. See Note 4.4.

The total value of convertible loan note liabilities, including linked derivatives, is £2.4 million (2024: £3.1 million). The following table

shows amounts in the Group balance sheet relating to the convertible loan notes issued on the acquisition of Naves.

		2024
	2025	£’000
Represented in the Group Balance Sheet	£’000	(restated 1 )
Current liabilities:
Convertible loan notes	2,401	2,978
Derivatives	29	140
	2,430	3,118

1 Restatement for the adoption of ‘Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1’.

For further details, see Note 1.1.

130 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.7 Convertible loan notes continued

The movement in the Naves-related balances in the Group Balance Sheet during the year is explained by the items below:

	2025	2024
	£’000	£’000
Total Naves-related balances at start of year	3,118	3,935
Finance expense	201	227
Derivative (gain)/loss	(111)	(244)
Foreign exchange movements	(102)	(89)
Cash paid	(676)	(711)
Total movements	(688)	(817)
Total Naves-related balances at year-end	2,430	3,118

The current year cash paid includes interest of £0.1 million (2024: £0.1 million).

The loan notes have the following maturities:

	Accounting value		Nominal value
	2025	2024	2025	2024
	£’000	£’000	€’000	€’000
Due at the reporting date
30-Sep-24	–	568	–	699
30-Sep-25	2,401	2,410	2,929	2,929
	2,401	2,978	2,929	3,628
Derivatives thereon	29	140
Total liabilities on loan notes	2,430	3,118

Note that current liabilities in respect of the loan notes differs from the amounts shown above maturing within one year due to

interest payable within one year on non-current loans and the outstanding current liability to deliver cash and shares in respect of

matured loan notes.

4.8 Reconciliation of liabilities from financing activities

	RCF	Convertible	Lease
	borrowings	loan notes	liabilities	Total
	£’000	£’000	£’000	£’000
At 1 March 2024	26,966	2,978	4,778	34,722
Cash flows	(4,000)	(584)	(3,106)	(7,690)
Non-cash flows:
– Interest accruing in the period	121	109	–	230
– Fees paid reported as operating cash flows	(123)	–	–	(123)
– New leases	–	–	7,608	7,608
– Effects of foreign exchange	(28)	(102)	(35)	(165)
At 28 February 2025	22,936	2,401	9,245	34,582
Current portion	–	2,401	2,733	5,134

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 131

	RCF	Convertible	Lease
	borrowings	loan notes	liabilities	Total
	£’000	£’000	£’000	£’000
At 1 March 2023	27, 8 1 5	3,551	5,027	36,393
Cash flows	(598)	(598)	(3,143)	(4,339)
Non-cash flows:
– Interest accruing in the period	153	114	–	267
– Fees paid reported as operating cash flows	(122)	–	–	(122)
– New leases	–	–	3,021	3,021
– Effects of foreign exchange	(282)	(89)	(127)	(498)
At 29 February 2024	26,966	2,978	4,778	34,722
Current portion	–	632	1,925	2,557

4.9 Deferred and contingent consideration receivable

Contingent consideration receivable is initially recognised at fair value and is subsequently remeasured at its fair value at each

Balance Sheet date. The resulting gain or loss is recognised immediately in the Income Statement. Contingent consideration

receivable is classified as Level 3 in accordance with the fair value hierarchy specified by IFRS 13. Deferred consideration is initially

measured at its fair value and subsequently measured at amortised cost less provision for impairment.

On 28 February 2022, the Group sold Cory Brothers to Vertom Agencies BV for maximum consideration of £15.5 million. Initial

cash proceeds of £6.5 million were received on completion of the transaction, and three contractual “earnout” payments will be

made, being an agreed percentage of the future gross profits of the combined VertomCory business over three subsequent

twelve-month earnout periods. The remaining earnout payments are subject to a minimum of £1.3 million and a combined maximum

of £3.2 million.

The minimum earnout consideration has been classified as deferred consideration receivable. The minimum amount is specified

in the SPA and is therefore not an estimate; however, an estimate of a discount rate is necessary to discount the deferred

consideration receivable. A discount rate of 2.39% was used to calculate the net present value; this was based on the credit risk of

Vertom Agencies BV following a credit check performed by management. Deferred consideration receivable is initially recognised at

fair value and subsequently measured at amortised cost.

The balance of the earnout consideration, up to the maximum specified in the SPA has been classified as contingent consideration

receivable because it is contingent on the future profitability of the combined business. The fair value of the contingent

consideration receivable involves two critical estimates: the future profitability of the combined business and the discount rate

used to calculate the net present value. The future profitability forecasts are based on a business plan prepared by the combined

VertomCory business. Contingent consideration receivable is initially recognised at fair value and subsequently measures at fair

value through profit and loss.

The fair value of the contingent consideration is calculated using the forecast gross profit for the combined VertomCory business

for each earnout period, applying the agreed percentage, deducting the minimum payment and discounting the forecast contingent

cashflows. The valuation of the contingent consideration involves two estimates: the future profitability of the combined business

and the discount rate used to calculate the net present value. The future profitability forecasts are based on a business plan

prepared by the combined VertomCory business and was reviewed by management as part of the financial due diligence process.

A discount rate of 5.51% (2024: 5.45%) was used to calculate the net present value; this was based on the credit risk of Vertom

Agencies BV.

Fair value of Cory Brothers deferred and contingent consideration receivable

The agreed minimum earnout payment is presented as deferred consideration and measured at amortised cost, using a discount

rate of 2.39% determined on initial measurement. The uncertain element of each earnout payment is measured at fair value through

profit or loss and presented as contingent consideration.

Deferred and contingent consideration are included in other long-term receivables (see Note 4.1) and current other receivables

(see Note 4.2). The amortised cost of the deferred consideration is £1.3 million (2024: £2.6 million). The fair value of the contingent

consideration is £0.7 million (2024: £1.1 million).

During the year, the Group received £1.8 million (2024: £1.5 million) which is included in the Group Cash Flow Statement with

£1.7 million (2024: £1.4 million) allocated to investing activities and £0.1 million (2024: £0.1 million) to interest received in relation to the

deferred consideration payment.

132 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

5 Employee remuneration schemes

5.1 Long-term employee benefits

Key estimate

Valuation of defined benefit pension scheme

The Group uses an independent actuary to provide annual valuations of the defined benefit pension scheme. The actuary uses

a number of estimates in respect of the scheme membership, the valuation of assets and assumptions regarding discount rates,

inflation rates and mortality rates.

The membership details are provided by an independent trustee while the valuation of assets is verified by an independent fund

manager. The discount rates, inflation rates and mortality rates are reviewed by management at each reporting date.

The Company is aware of a UK High Court legal ruling in June 2023 between Virgin Media Limited and NTL Pension Trustees II Limited,

which decided that certain historical rule amendments were invalid if they were not accompanied by actuarial certifications. The

ruling was subject to appeal and in July 2024 the Court of Appeal confirmed the UK High Court legal ruling from 2023. The Company,

together with the pension scheme trustees, is in the process of assessing the possible impact of this ruling. If there is an impact to the

Group’s scheme, there is currently much uncertainty as to how the ruling should be reflected by the Group in its accounts , and as a

result, it is not possible at present to estimate the impact, if any, from the ruling. It is expected that further legal cases will be required to

settle some of the uncertainties that remain. No adjustments have been made to the defined benefit asset recognised in the Financial

Statements in relation to this ruling.

Critical judgement

Recoverability of defined benefit pension scheme net asset

The free-standing tax charge on the net pension asset reduced from 35% at 29 February 2024 to 25% from 6 April 2024. This

measure was substantively enacted on 11 March 2024 resulting in an increase to the present value of the defined benefit asset, along

with an increase in the discount rate from 5.0% at 29 February 2024 to 5.3% at 28 February 2025. The UK defined benefit scheme

continues to be in an actuarial surplus position at 28 February 2025 (measured on an IAS 19 “Employee Benefits” basis) of £2.5 million

(29 February 2024: £1.4 million). The surplus has been recognised on the basis that the Group has an unconditional right to a refund,

assuming the gradual settlement of Scheme liabilities over time until all members have left the Scheme. The surplus will be subject to

a tax charge on its recovery which the Group does not believe meets the definition of an income tax under IAS 12, and, as a result, the

surplus has been presented net of the expected taxes payable of £0.9 million (2024: £0.8 million), at a rate of 25% (2024: 35%).

The Group has the following long-term employee benefits:

i) Defined contribution schemes

The Group operates a number of defined contribution schemes. Pension costs charged against profits in respect of these

schemes represent the amount of the contributions payable to the schemes in respect of the accounting period. The assets of

the schemes are held separately from those of the Group within independently administered funds. The Group has no further

payment obligations once the contributions have been paid.

ii) Defined benefit schemes

The Group operates a defined benefit scheme, the ACM Staff Pension Scheme, with assets held separately from the Group. The cost

of providing benefits under the scheme is determined using the projected unit credit actuarial valuation method which measures the

liability based on service completed and allowing for projected future salary increases and discounted at an appropriate rate.

The current service cost, which is the increase in the present value of the retirement benefit obligation resulting from employee

service in the current year, and gains and losses on settlements and curtailments, are included within operating profit in the

Income Statement. The unwinding of the discount rate on the scheme liabilities which is shown as a net finance cost and past

service costs are presented and recognised immediately in the Income Statement.

The pension asset or liability recognised on the Balance Sheet in respect of this scheme represents the difference between the

present value of the Group’s obligations under the scheme and the fair value of the scheme’s assets. Actuarial gains or losses

and return on plan assets net of tax, excluding interest, are recognised in the period in which they arise within the Statement of

Comprehensive Income.

When the defined benefit plan is in a surplus, the asset is recognised at the lower of the surplus and the asset ceiling, less any

associated costs, such as taxes payable.

iii) Other long-term benefits

The current service cost of other long-term benefits resulting from employee services in the current year is included within the

Income Statement. The unwinding of any discounting on the liabilities is shown in net finance costs.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 133

The Group operates a defined benefit scheme in the UK. A full actuarial valuation was carried out as at 31 March 2023 and updated

by the IAS 19 valuation as at 28 February 2025. All valuations have been carried out by a qualified independent actuary.

The Group’s obligations in respect of the funded defined benefit scheme at 28 February 2025 were as follows:

	2025	2024
	£’000	£’000
Present value of funded obligations	9,904	10,609
Fair value of scheme assets, net of tax	(12,452)	(12,023)
Total surplus of defined benefit pension scheme	(2,548)	(1,414)

Funded defined benefit scheme

The Group sponsors a funded defined benefit scheme (the ACM Staff Pension Scheme) for qualifying UK employees. The

Scheme is administered by a separate board of Trustees which is legally separate from the Group. The Trustees are composed

of representatives of both the employer and employees. The Trustees are required by law to act in the interest of all relevant

beneficiaries and are responsible for the investment policy with regard to the trust assets and the day-to-day administration of

benefits.

Under the Scheme, employees are entitled to annual pensions on retirement at age 60 of 1/60th of final pensionable salary for

each year of service. Pensionable salary is defined as basic salary plus the average of the previous three years’ bonuses (capped at

three times basic salary). Pensionable salaries for members who joined after 1 June 1989 are also subject to an earnings cap. Other

benefits are payable, for example those provided on death.

The scheme was closed to future accrual and from 1 February 2016, post-retirement benefits are provided to these employees

through a separate defined contribution arrangement.

Profile of the Scheme

The defined benefit obligation includes benefits for current employees, former employees, and current pensioners. Broadly, around

50% of the liabilities are attributable to deferred pensions for current and former employees, with the remaining 50% to current

pensioners.

The Scheme duration is an indicator of the weighted average time until benefit payments are made. For the Scheme as a whole,

the duration is around 14 years (2024: 15 years).

Funding implications

UK legislation requires that pension schemes are funded prudently. The most recent funding valuation of the Scheme was carried

out by a qualified actuary as at 31 March 2023 and showed a surplus of £0.3 million.

Risks associated with the Scheme

The Scheme exposes the Group to a number of risks, the most significant of which are:

Asset volatility

The liabilities are calculated using a discount rate set with reference to corporate bond yields; if assets underperform this yield, this

will create a deficit. The Scheme holds a significant proportion of growth assets which, though expected to outperform corporate

bonds in the long term, create volatility and risk in the short term. The allocation to growth assets is monitored to ensure it remains

appropriate given the Scheme’s long-term objectives.

Changes in bond yields

An increase in corporate bond yields will decrease the value placed on the Scheme’s liabilities for accounting purposes, although

this will be partially offset by a decrease in the value of the Scheme’s bond holdings.

Inflation risk

A proportion of the Scheme’s benefit obligations are linked to inflation and higher inflation will lead to higher liabilities (although, in

most cases, caps on the level of inflationary increases are in place to protect against extreme inflation). The majority of the assets

are either unaffected by or only loosely correlated with inflation, meaning that an increase in inflation will also increase the deficit.

Life expectancy

The majority of the Scheme’s obligations are to provide benefits for the life of the member, so increases in life expectancy will result

in an increase in scheme liabilities.

The Company and Trustees have agreed a long-term strategy for reducing investment risk as and when appropriate. This includes

moving assets to match pensioner liabilities when members reach retirement.

The Trustees insure certain benefits payable on death before retirement.

134 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

5 Employee remuneration schemes continued

5.1 Long-term employee benefits continued

The principal assumptions used for updating the latest valuation of the Scheme were:

	2025	2024
	(% p.a.)	(% p.a.)
Discount rate	5.3	5.0
CPI inflation	2.6	2.6
Pension and deferred pension increases:
CPI capped at 2.5% p.a.	2.3	2.1
CPI capped at 5.0% p.a.	2.6	3.0

	2025	2024
	Years	Years
Life expectancy from age 60 for:
Current 60-year-old male	25.6	25.6
Current 60-year-old female	28.1	28.0
Post-retirement mortality		S2 PXA, CMI 2023/2022 (min 1.25%)
Early retirement		No allowance for early retirement
Withdrawals from active service		No allowance
Cash commutation		80% of members assumed to take maximum lump sum (2024: 80%)

All members are assumed to retire at age 60.

The Scheme’s assets are split by type of asset in the following table.

	2025	2024
Scheme assets	£’000	£’000
Scheme assets are comprised as follows:
UK equities	–	359
Overseas equities	1,387	4,387
High yield debt	45	986
Cash	395	1,031
Inflation-linked bonds	1,057	1,142
Corporate bonds	2,187	2,793
Government bonds	728	1,726
Diversified growth funds	7,503	360
Total	13,302	12,784

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 135

The Pension Scheme assets do not include any ordinary shares issued by the Company. All assets are held through pooled

investment vehicles.

	2025	2024
Expense recognised in the Income Statement (included in operating costs)	£’000	£’000
Interest income on net asset/liability	(109)	(85)
Income recognised in Income Statement	(109)	(85)
Remeasurements in other comprehensive expense:
(Gain)/loss on assets in excess of that recognised in net interest	(277)	(201)
Actuarial gains due to changes in financial assumptions	(693)	(179)
Actuarial loss/(gain) due to changes in demographic assumptions	27	127
Actuarial (gain)/loss due to liability experience	(171)	(77)
Expected tax charge on recovery of assets	89	157
Gain recognised in other comprehensive income	(1,025)	(173)
Total amount recognised in Income Statement and other comprehensive expense	(1,134)	(258)

Changes to the present value of the defined benefit obligation are analysed as follows:

	2025	2024
	£’000	£’000
Opening defined benefit obligation	10,609	10,558
Interest expense	530	517
Actuarial gains due to changes in financial assumptions	(693)	(179)
Actuarial loss/(gain) due to changes in demographic assumptions	27	127
Actuarial (gain)/loss due to liability experience	(171)	(76)
Net benefit payments from scheme	(398)	(338)
Closing value at 28 February (2024: 29 February)	9,904	10,609

Changes in the fair value of plan assets are analysed as follows:

	2025	2024
	£’000	£’000
Opening fair value at 1 March	12,023	11,678
Interest income	639	602
Fair value gain/(loss) on assets	277	201
Contributions by employers	–	37
Net benefit payments from scheme	(398)	(338)
Expected tax charge on recovery of assets	(89)	(157)
Closing value at 28 February (2024: 29 February)	12,452	12,023

The Group does not expect to make any contributions to the scheme in the next twelve months.

	2025	2024
Actual return on Scheme assets	£’000	£’000
Interest income on plan assets	639	602
Remeasurement gain/(loss) on assets	277	201
Actual return on assets	916	803

136 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

5 Employee remuneration schemes continued

5.1 Long-term employee benefits continued

Sensitivity analysis

The table below illustrates the sensitivity of the Scheme liabilities at 28 February 2025 to changes in the principal assumptions. The

sensitivities assume that all other assumptions remain unchanged and the calculations are approximate (full calculations could lead

to a different result).

	Approximate	Approximate
	increase in	increase in
	liabilities	liabilities
Change in assumption	%	£’000
Interest rate reduced by 0.5% p.a.	9.0	891
Inflation assumption increased by 0.5% p.a. 1	5.9	584
Increase in life expectancy of one year for all members reaching 60	2.5	248

1 The inflation assumption sensitivity applies to both the assumed rate of increase in the CPI and the RPI, and includes the impact on the rate of increases to

pensions, both before and after retirement.

Defined contribution schemes

There are a number of defined contribution schemes in the Group, the principal scheme being the Braemar Pension Scheme,

which is open to all UK employees. Cash contributions paid into the defined contribution schemes are accounted for as an Income

Statement expense as they are incurred. The total charge for the year in respect of this and other defined contribution schemes

amounted to £1,967,000 (2024: £2,247,000) which was in respect of continuing operations.

Contributions of £190,000 were due to these schemes at 28 February 2025 (2024: £180,000).

The assets of these schemes are held separately from those of the Group in funds under the control of the Trustees.

5.2 Share-based payments

The Group operates a number of equity-settled share-based payment schemes.

No awards may be granted under the schemes set out below which would result in the total number of shares issued or remaining

issuable under all of the schemes (or any other Group share schemes), in the ten-year period ending on the date of grant of the

option, exceeding 10% of the Company’s issued share capital (calculated at the date of grant of the relevant option).

All of the Group’s share schemes are accounted for as equity-settled share-based payments because they only entitle the

employee to receive equity instrument issued by the Parent Company. The Group may provide a net settlement feature, whereby it

withholds the number of equity instruments equal to the monetary value of the employee’s tax obligation arising from the exercise

(or vesting) of the award if the total number of shares that otherwise would have been issued to the employee. The Group has no

contractual obligation to provide a net settlement option, and therefore the award is still accounted for as an equity-settled award in

full and the value of the shares foregone by the employee is accounted for as a deduction from equity. Occasionally the Group, at its

discretion, might repurchase vested equity instruments. In accordance with IFRS 2, such payments to employees are accounted for

as a deduction from equity, except to the extent the payment exceeds the fair value of the equity instruments repurchased.

The net cost of the shares acquired for the shares held by the ESOP and the EBT are a deduction from shareholders’ funds and

represent a reduction in distributable reserves. Note 6.3 provides detail on the ESOP and the EBT and movements in shares to be

issued.

Key estimate

Share option vesting

The fair value determined at the grant date of the equity-settled share-based payments is typically expensed on a straight-

line basis over the vesting period, based on the Group’s estimate of the number of equity instruments that will eventually vest.

At each reporting date, the Group revises its estimate of the number of equity instruments expected to vest as a result of the

effect of non-market-based vesting conditions. The impact of the revision of the original estimates, if any, is recognised in

the Income Statement such that the cumulative expense reflects the revised estimate, with a corresponding adjustment to

reserves.

A 5% decrease in the forfeiture assumption during FY25 would result in an additional charge of £0.5 million (2024: £0.5 million)

to the Income Statement, while a 5% increase in the forfeiture assumption during FY25 would result in a reduced charge of

£0.7 million (2024: £0.6 million). While the Group believes that a change in estimate of 5% or greater for all awards in any one

year is unlikely, due to the fact that the value of awards are not uniform between employees, the Group believes that there is

a significant risk that a revision to the forfeiture estimate could result in a material impact to the Income Statement in the next

financial year depending on the profile of leavers.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 137

Deferred Bonus Plan (“DBP”)

The Company adopted a Deferred Bonus Plan in May 2020 (the “2020 DBP”), pursuant to which future discretionary bonus awards

will be granted to staff including executive directors. Awards under the New DBP may be linked to an option granted under the new

Braemar Company Share Option Plan 2020, which was also adopted by the Company in May 2020 (the “2020 CSOP”). Where an

employee receives a linked award under the 2020 DBP, if the Company’s share price rises over the vesting period, the 2020 CSOP

award can be exercised with the value of shares delivered on the vesting of the 2020 DBP award being reduced by the exercise

gain on the 2020 CSOP award. Awards under the 2020 DBP and the 2020 CSOP may be settled by the issue of new shares of by

way of transfer of shares from the ESOP. Historical practice has been to settle via the transfer of shares from the ESOP and it is the

current intention to continue to operate in this manner.

The number of awards granted under the Deferred Bonus Plan each year is related to the profits generated in the previous year. The cost

of the award is therefore expensed from the beginning of that profit period until the vesting date which is usually three years after the

date of award and is subject to continued employment. Awards made to new joiners are expensed over the period from date of joining to

date of vesting. Their fair value is estimated based on the share price at the time of grant less the expected dividend to be paid during the

vesting period. The number of awards which are expected to vest is estimated by management based on levels of expected forfeitures.

Restricted Share Plan (“RSP”)

During the year ended 28 February 2015, the Company established a Restricted Share Plan (“RSP”). This scheme was set up to grant

awards to certain key staff to try to retain them following the merger between Braemar and ACM Shipping Group Plc, but it can also

be used where the Remuneration Committee considers it necessary to secure the recruitment of a particular individual. Executive

directors of the Company are not eligible to participate in the RSP. RSP awards are made in the form of a nil cost option and there

are no performance criteria other than continued employment. Their fair value is estimated based on the share price at the time

of grant less the expected dividend to be paid during the vesting period. The number of awards which are expected to vest is

estimated by management based on levels of expected forfeitures.

Long Term Incentive Plan (“LTIP”)

The Company also operates an LTIP, which was approved by shareholders and adopted in 2014. LTIP awards under this plan take

the form of a conditional right to receive shares at £nil cost. The awards normally vest over three years and are typically subject to a

performance condition such as earnings per share (“EPS”) or Total Shareholder Return (“TSR”), a market-based condition.

The fair value of awards with the EPS condition are non-market conditions and their fair value is estimated based on the share price

at the time of grant less the expected dividend to be paid during the vesting period. The fair value of awards containing market

conditions is determined using Monte Carlo simulation models. The number of awards which are expected to vest is estimated by

management based on levels of expected forfeitures and the expected outcome of the EPS condition. For awards subject to market

conditions, no adjustment is made to reflect the likelihood of the market condition being met nor the actual number of awards which

lapse as a result of the condition not being met.

The Company operates a variety of share-based payment schemes which are listed below.

a) Deferred Bonus Plan

Details of the share awards in issue and the movements in the year are given below:

		Number at				Number at
		1 March				28 February	Exercise price
Share scheme		2024	Granted	Exercised	Forfeited	2025	(pence)	Exercisable
Jun-21		1,112,889	–	(1,035,102)	(72,608)	5,179	nil	June 2024
Nov-21		239,415	–	(225,607)	(13,808)	–	nil	November 2024
Sep-22		879,844	–	–	(111,210)	768,634	nil	June 2025
Jan-23		347,718	–	–	(6,175)	341,543	nil	June 2025
Feb-23		121,944	–	–	–	121,944	nil	June 2025
Dec-23 1	,6	47,204	259,240	–	(282,073)	1,624,371	nil	July 2026
Jul-24		–	2,066,840	–	(15,111)	2,051,729	nil	July 2027
Total		4,349,014	2,326,080	(1,260,709)	(500,985)	4,913,400

The weighted average share price on exercise for awards exercised during the year was £2.89 (2024: £2.82). The weighted average

share price at grant date for awards granted during the year was £2.97 (2024: £2.75).

Under the DBP, sufficient shares to satisfy each award are bought over the course of the vesting period and held in an employee

trust (“ESOP”) until vesting. As at 28 February 2025, the ESOP held 1,583,460 ordinary shares (2024: 2,303,211). The ESOP holding is

in line with expectations of how many shares will be needed to satisfy the current awards under this scheme. This amount is net of

expected lapses in the scheme and the fact that recipients typically forego sufficient shares in order to satisfy the associated tax

liability that arises on their vesting.

138 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

5 Employee remuneration schemes continued

5.2 Share-based payments continued

b) Restricted Share Plan

Details of the RSP share awards in issue and the movements in the year are given below:

	Number at				Number at
	1 March				28 February
Share scheme	2024	Granted	Exercised	Lapsed	2025	Exercisable between
July 2014	6,250	–	(6,250)	–	–	Jul 17 – Jul 24
August 2015	12,500	–	(12,500)	–	–	Aug 18 – Aug 25
Total	18,750	–	(18,750)	–	–

The weighted average share price on exercise for awards exercised during the year was £2.98 (2024: £2.71).

The fair value of the £nil cost options is approximated to the share price at the time of grant less the expected dividend to be paid

during the vesting period.

The value of the awards is expensed over the period from the date of grant to the vesting date or, if used as a recruitment incentive,

from the date of joining to the vesting date. The awards are satisfied by the issue of new shares.

c) Long-Term Incentive Plan (“LTIP”)

The Company also has LTIP awards, which allow for the form of a conditional right to receive shares at £nil cost. The awards

normally vest over three years and are subject to various performance conditions based on earnings per share (“EPS”) or segmental

operating profit.

Details of the LTIP share awards in issue and the movements in the year are given below:

	Number at					Number at
	1 March					28 February
Share scheme	2024	Granted	Exercised	Lapsed	Forfeited	2025	Exercisable between
LTIP 2018	33,294	–	(33,294)	–	–	–	May 23 – Oct 28
LTIP 2019	166,200	–	(166,200)	–	–	–	Jul 24 – Jul 29
LTIP 2020	375,000	–	–	–	–	375,000	Jul 25 – Jul 30
LTIP 2021	300,884	–	–	(300,884)	–	–	Jun 26 – Jun 31
LTIP 2022 (granted FY23)	545,848	–	–	–	(51,903)	493,945	Jul 27 – Jul 32
LTIP 2023	369,958	–	–	–	–	369,958	Dec 28 – Dec 33
LTIP 2024		394,560	–	–	–	394,560	Jul 29 – Jul 34
Total	1,791,184	394,560	(199,494)	(300,884)	(51,903)	1,633,463

The weighted average share price at grant date for awards granted during the year was £2.97 (2024: £2.75). The weighted average

share price on exercise for awards exercised during the year was £2.46 (2024: None exercised)

The fair value of the LTIP 2021 award which has a TSR-based vesting condition has been calculated using a Monte Carlo simulation.

The fair value of the other LTIPs is determined based on the share price at the time of grant less the expected dividend to be paid

during the vesting period calculated using the market consensus dividend yield.

The value of the awards is recognised as an expense over the period from the date of grant to the vesting date. The awards are

satisfied by the issue of new shares.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 139

d) Other share-based payments

On 5 December 2022, 253,434 shares were awarded as a joining incentive to certain employees of Madrid Shipping Advisors SL

and on 16 December 2022, 1,016,121 shares were issued to the former owners of Southport as part of the acquisition. In addition, on

the acquisition of Southport, a further 872,821 shares were awarded to key employees of Southport. The fair value of the awards is

determined based on the share price at the time of grant less the expected dividend to be paid during the three-year vesting period

calculated using the market consensus dividend yield.

The value of the awards is recognised as an expense over the period from the date of grant to the vesting date. The Southport

Maritime Inc. awards will be satisfied by the issue of new shares.

	Number at					Number at
	1 March					28 February
Share award	2024	Granted	Exercised	Lapsed	Forfeited	2025	Vesting
Southport Maritime Inc.	1,888,942	–	–	–	–	1,888,942	Dec 25
Madrid Shipping Advisors SL	253,434	–	(168,956)	–	–	84,478	Dec 2023 – Dec 2025

6 Share capital and other reserves

6.1 Share capital

	Ordinary shares		Ordinary shares
	2025	2024	2025	2024
	Number	Number	£’000	£’000
Authorised
Ordinary shares of 10 pence each	34,903,000	34,903,000	3,490	3,490

	Ordinary shares		Ordinary shares		Share premium
	2025	2024	2025	2024	2025	2024
	Number	Number	£’000	£’000	£’000	£’000
Issued
Fully paid ordinary shares of 10 pence each As at start of year	32,924,877	32,924,877	3,292	3,292	–	53,796
Capital reduction	–	–	–	–	–	(53,796)
As at end of year	32,924,877	32,924,877	3,292	3,292	–	–

No shares remained unpaid at 28 February 2025 or 29 February 2024. The Company has one class of ordinary shares which carry

no right to fixed income.

6.2 Dividends

Amounts recognised as distributions to equity holders in the year:

	2025	2024
	£’000	£’000
Ordinary shares of 10 pence each Final dividend of 9.0 pence per share for the year ended 29 February 2024 paid on 9 September 2024
(2024: 8.0 pence per share paid on 9 February 2024)	2,862	2,440
Interim dividend of 4.0 pence per share paid on 2 April 2024	1,222	–
Interim dividend of 4.5 pence per share paid on 13 January 2025	1,413	–
	5,497	2,440

The right to receive dividends on the shares held in the ESOP has been waived (see Note 6.3). The dividend saving through the

waiver is £0.1 million (2024: £0.2 million).

For the year ended 28 February 2025, a final ordinary dividend of 2. 5 pence per share has been proposed totalling £0.8 million.

140 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

6 Share capital and other reserves continued

6.3 ESOP reserve

An Employee Share Ownership Plan (“ESOP”) was established on 23 January 1995. The ESOP has been set up to purchase shares

in the Company. These shares, once purchased, are held in trust by the Trustee of the ESOP, SG Kleinwort Hambros Trust Company

(CI) Limited, for the benefit of the employees. Additionally, an Employee Benefit Trust (“EBT”) previously run by ACM Shipping Group

plc also holds shares in the Company. During the year, the Group completed the process of winding up the EBT with the shares held

being sold in the market.

The ESOP reserve represents a deduction from shareholders’ funds and a reduction in distributable reserves. The deduction equals

the net purchase cost of the shares held in trust by the ESOP. Shares allocated by the ESOP to satisfy share awards issued by the

Group are released at cost on a first in, first out basis.

Group and Company	£’000
At 28 February 2023	10,607
Shares acquired by the ESOP	6,125
ESOP shares allocated	(9,592)
At 29 February 2024	7,140
Disposal of EBT shares	(521)
Shares acquired by the ESOP	2,376
ESOP shares allocated	(4,661)
At 28 February 2025	4,334

As at 28 February 2025, the ESOP held 1,583,460 (2024: 2,303,211) ordinary shares of 10 pence each. The funding of the purchase

has been provided by the Company in the form of a gift and the Trustees have contracted with the Company to waive the ESOP’s

right to receive dividends. The fees charged by the Trustees for the operation of the ESOP are paid by the Company and charged to

the Income Statement as they fall due.

As part of the acquisition of ACM Shipping Group plc in July 2014, the Company issued 125,621 shares into an Employee Benefit Trust

(“EBT”) previously run by ACM Shipping Group plc. At 29 February 2024, the ACM EBT held 62,290 ordinary shares of 10 pence each,

which were sold during the period.

The total cost to the Company of shares held in the ESOP at 28 February 2025 was £4.3 million (2024: £7.1 million) including stamp

duty associated with the purchases. The shares owned by the ESOP had a market value at 28 February 2025 of £4.2million

(2024: £6.3 million). The distribution of these shares is determined by the Remuneration Committee.

1,600,095 shares (2024: 3,440,115) have been released to employees during the year. The shares acquired by the ESOP during the

year had an aggregate cost of £2.4 million (2024: £6.1 million).

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 141

6.4 Other reserves

			Foreign
	Capital		currency
	redemption	Merger	translation	Hedging
	reserve	reserve	reserve	reserve	Total
	£’000	£’000	£’000	£’000	£’000
At 28 February 2023	396	24,641	4,024	(242)	28,819
Cash flow hedges:
– Transfer to income statement	–	–	–	(2,231)	(2,231)
– Fair value gain/losses in the period	–	–	–	3,872	3,872
Investment hedge	–	–	249	–	249
Exchange differences	–	–	(1,783)	–	(1,783)
Capital reduction	(396)	(19,755)	–	–	(20,151)
Deferred tax on items taken to equity	–	–	–	(410)	(410)
At 29 February 2024	–	4,886	2,490	989	8,365
Cash flow hedges:
– Transfer to income statement	–	–	–	(1,500)	(1,500)
– Fair value gain/losses in the period	–	–	–	(101)	(101)
Investment hedge	–	–	(19)	–	(19)
Exchange differences	–	–	295	–	295
Deferred tax on items taken to equity	–	–	–	400	400
At 28 February 2025	–	4,886	2,766	(212)	7,440

The capital redemption reserve arose on previous share buy-backs by the Company. The merger reserve arose on transactions

where the Company issued shares pursuant to an arrangement to acquire more than a 90% interest in another company and no

share premium was recorded. The merger reserve arose principally in 2001 in relation to the acquisitions of Braemar Shipbrokers

Limited and Braemar Tankers Limited. Further additions have arisen in respect of Naves and Atlantic Brokers. The amounts in the

merger reserve are unrealised profits relating to the corresponding assets acquired by the Company on the issue of shares. These

profits may become realised on the disposal or write-down of these assets. Following the Capital Reduction in FY24 (see Note 6.2),

the merger reserve was reduced by £19.8 million and the capital redemption reserve was reduced to £nil.

The hedging reserve comprises the effective portion of the cumulative net change in fair value of cash flow hedging instruments

relating to hedged transactions that have not yet occurred of £0.3 million liability (2024: £1.3 million asset). The deferred tax

movement recognised in equity in the year was a gain of £0.4 million (2024: £0.4 million loss).

142 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

7 Other supporting notes

7.1 Provisions

Provisions are recognised when the Group has a present obligation (legal or otherwise) as a result of a past event and it is probable

that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be

made of the amount of the obligation. If material, the provisions are discounted using an appropriate current post-tax interest rate.

Short-term provisions for long service leave expected to be settled wholly within twelve months of the reporting date are measured

at the amounts expected to be paid when the liabilities are settled.

The provision for long service leave not expected to be settled within twelve months of the reporting date is measured at the

present value of expected future payments to be made in respect of services provided by employees up to the reporting date.

Consideration is given to expected future wage and salary levels, experience of employee departures and periods of service.

Expected future payments are discounted using market yields at the reporting date on corporate bonds with terms to maturity

and currency that match, as closely as possible, the estimated future cash outflows.

Key estimate

Uncertain commission obligations

In June 2023, the board commissioned an independent internal investigation into an historical transaction originating in 2013. The

investigation was overseen by an Investigation Committee chaired by the Group’s non-executive Chairman and was conducted

by an independent specialist forensic accounting firm, and independent external counsel. The investigation was comprehensive

and complex and ultimately encompassed several transactions between 2006 and 2013 which required further investigation.

As a result of the investigation, the Group recognised a provision of £2.0 million in relation to the uncertain obligations connected

to a number of the transactions and commission obligations identified as part of the investigation. Of the £2.0 million, £1.7 million

relates to an historical unsettled commission payable which was recorded in 2017 upon completion of the relevant contracts

which originated in 2013. This balance was reclassified from trade payables to provisions in a prior year. During the prior year,

£0.2 million was added to the provision following the return of previously paid amounts connected to the uncertain commission

obligation and a further adjustment to reduce the provision by £0.1 million was made in the current year. While the board cannot

forecast with certainty final outcomes in respect of these obligations, based on the Group’s current information, the amount

recognised is the current best estimate of the amount required to settle the obligations at the balance sheet date, taking into

account the risks and uncertainties surrounding the obligations, including interpretation of specific laws and the likelihood of

settlement.

As the ultimate potential obligations and outcomes are uncertain in relation to the transactions subject to the internal

investigation, there remains a risk that the final outcomes could materially impact the recognised balance within the next or in

future financial years. It is impracticable to provide sensitivity estimates of potential downside variances at this time.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 143

		Uncertain
		commission
	Dilapidations	obligation	Other	Total
	£’000	£’000	£’000	£’000
At 28 February 2023	592	1,964	753	3,309
Provided in the year	20	–	–	20
Provision added in year	–	209	–	209
Utilised in the year	–	–	(134)	(134)
Reversal of provision in the year	–	–	(154)	(154)
Exchange differences	(7)	(79)	(26)	(112)
At 29 February 2024	605	2,094	439	3,138
Provided in the year	455	–	164	619
Utilised in the year	–	–	(208)	(208)
Reversal of provision in the year	–	(88)	–	(88)
Exchange differences	2	(3)	(1)	(2)
At 28 February 2025	1,062	2,003	394	3,459
Current	36	2,003	394	2,433
Non-current	1,026	–	–	1,026
At 28 February 2025	1,062	2,003	394	3,459

Dilapidations relate to future obligations to make good certain office premises upon expiration of the lease term. The provision is

calculated with reference to the location and square footage of the office.

Employee entitlements of £0.4 million is included in other, which relate to statutory long service leave in Braemar Shipbroking Pty

Limited. This is based on the principle that each Australian employee is entitled to eight weeks of leave over and above any annual

leave on completion of ten years’ continuous service. The provision is calculated with reference to the number of employees who

have at least seven years of continuous service.

7.2 Contingent liabilities

From time to time the Group may be engaged in litigation in the ordinary course of business. The Group carries professional

indemnity insurance. There are currently no liabilities expected to have a material adverse financial impact on the Group’s

consolidated results or net assets.

144 Braemar Plc | Annual Report & Accounts 2025

Notes to the Financial Statements continued

7 Other supporting notes continued

7.3 Related party transactions

During the period, the Group entered into the following transactions with joint ventures and investments:

Transactions with wholly owned subsidiaries

Transactions between the Company and its subsidiaries, which are related parties, have been eliminated on consolidation and are

not disclosed in this Note.

A list of the Group’s subsidiary undertakings is included in the following table. Unless otherwise indicated, all shareholdings owned

directly or indirectly by the Company represent 100% of the issued share capital of the subsidiary and the share capital comprises

ordinary shares. All entities primarily operate in their country of incorporation.

Subsidiaries

					Proportion
					of shares
Entity name	Principal activity	Country of incorporation	Registration number		held (%)
Braemar Shipping Group Limited *, 1	Holding company	England & Wales	05990315		100 ‡
Braemar Securities Holdings Limited *, 1	Holding company	England & Wales	10010995		100 ‡
Braemar Financial Holdings Limited *, 1	Holding company	England & Wales	10917096		100 ‡
Braemar Shipbrokers Limited 1	Dormant	England & Wales	01674710		100 ‡
Seascope Capital Services Limited 1	Dormant	England & Wales	03592796		100 ‡
Braemar Shipping Services Limited 1	Dormant	England & Wales	02360525		100 ‡
Braemar Developments Limited 1	Dormant	England & Wales	02186790		100 ‡
Braemar Tankers Limited 1	Dormant	England & Wales	02001027		100 ‡
Braemar Shipbroking Group Limited *, 1	Holding company	England & Wales	01611096		100
Braemar Shipbroking Limited 1	Shipbroking	England & Wales	01020997		100
Braemar Shipbroking (Dry Cargo) Limited *, 1	Shipbroking	England & Wales	07223509		100
A.C.M. Shipping USA Limited *, 1	Shipbroking	England & Wales	08391132		100
Braemar Valuations Limited *, 1	Valuations	England & Wales	03439765		100
Braemar Securities Limited 1	Futures broker	England & Wales	07899358		100
Braemar Corporate Finance Limited *, 1	Corporate finance	England & Wales	02710842		100
ACM Shipping CIS Limited 1	Dormant	England & Wales	06934055		100
Braemar Maritime Limited 1	Dormant	England & Wales	03321899		100
Braemar Burness Maritime Limited 1	Dormant	England & Wales	03674230		100
Burness Marine (Gas) Limited 1	Dormant	England & Wales	01081837		100
Braemar Pension Trustees Limited 1	Dormant	England & Wales	05502209		100
Braemar Holdings (USA) Inc 2	Holding company	United States	FEIN 81-1568938		100 ‡
Braemar Shipbroking (USA) Inc 2	Shipbroking	United States	46-2641490		100
Braemar Technical Services (USA) Inc 2	Energy loss adjuster	United States	76-0036958		100
Southport Maritime Inc 3	Shipbroking	United States	65-0342509		100 ‡
Braemar ACM Shipbroking LLP 4	Shipbroking	United States	1099337		100
Madrid Shipping Advisors S.L. 5	Shipbroking	Spain	B10866028		100 ‡
Braemar Corporate Finance GmbH 6	Corporate finance	Germany	HRB 114161		100
Braemar Financial Holdings Germany GmbH 6	Holding company	Germany	HRB 146089		100
Braemar Shipbroking DMCC 7	Shipbroking	United Arab Emirates	DMCC-749556		100
Braemar Shipbroking Pte Limited 8	Shipbroking	Singapore	200602547M		100
Braemar Corporate Finance Pte Limited 8	Corporate finance	Singapore	2018347	60K	100
Braemar Shipbroking Pty Limited 9	Shipbroking	Australia	ACN 000862 993 /		100
			ABN 35 000 862 993
Braemar Seascope Italia SRL 10	Shipbroking	Italy	01268770458		100
Braemar Seascope (Shanghai) Limited 11	Shipbroking	China	913100005588064761		100
Braemar ACM Shipbroking India Private
Limited 12	Shipbroking	India	U63090DL2003PTC120257		49.9 #
ACM Shipping India Limited 13	Dormant	India	U93090MH2006FLC164019		100
Braemar Korea Co., Ltd 14	Shipbroking	South Korea		110111-8911277	100
Braemar South Africa Proprietary Limited 15	Shipbroking	South Africa		K2024843151	100

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 145

* Subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the audit of individual accounts by virtue of section 479A of the

Companies Act 2006 for the financial year ended 28 February 2025. The Company has provided a guarantee of all outstanding liabilities to which these

subsidiaries were subject as at 28 February 2025 in accordance with section 479C of the Companies Act 2006.

‡ Investment held directly by Braemar plc.

# The Group has a 49.9% legal ownership of Braemar ACM Shipbroking India Private Limited, but has a 100% economic interest and control of the entity through

other contractual arrangements.

The registered addresses and country of incorporation are as follows:

1 One Strand, Trafalgar Square, London WC2N 5HR

2 211 East 7th Street, Suite 620, Austin, Texas, USA, 78701-3218

3 2401 PGA Boulevard, Suite 236, Palm Beach Gardens, Florida 33410, US

4 24 Grassy Plain Street – Ste 4, Bethel, CT 06801-1700, US

5 Paseo de la Castellana 149, 8

Izq., 28019 Madrid

6 Domstrasse 17, 20095 Hamburg, Germany

7 Gold Tower, Level 15 Unit 14 D&E, JLT area, Dubai, UAE

8 80 Robinson Rd, #24-01/02, Singapore 068898

9 Level 3, 70 City Road, South Bank, Melbourne, Victoria 3006, Australia

10 Piazza 2 Giugno No 14, 54033 Carrara, Italy

11 Suite 2009, Building C Luneng International Center, No.211, GuoYoa Road, Pudong District, Shanghai, 200126, China

12 2nd Floor, Building No. 22, Pushp Vihar, Commercial Complex, Madangir, New Delhi – 110 062, India

13 Office No. 1004, 10th Floor, Dalamal House, 206-Jamanalal Bajaj Road, Nariman Point, Mumbai-400021, India

14 Gyeonggi Building, 9 Namdaemun-ro 10-gil, Jung-gu, Seoul

15 Unit 63 Victoria Junction, Green Point, Cape Town, Western Cape 8001, South Africa

7.4 Events after the reporting date

A proposed final dividend for the year ended 28 February 2025 of 2.5 pence per share, totalling £0.8 million, has been recommended

by the directors. This is subject to shareholder approval. There were no other adjusting or significant non-adjusting events between

the reporting date and the date these Financial Statements were authorised for issue.

146 Braemar Plc | Annual Report & Accounts 2025

Company Balance Sheet

As at 28 February 2025

Note

As at

28 Feb

2025

£’000

As at

29 Feb

2024

(restated)

£’000

Assets

Non-current assets

Intangible assets 5 97 217

Property, plant and equipment 6 5,774 723

Investments 8 127,288 126,865

Deferred tax assets 9 746 734

Derivative financial instruments 15 54 291

Other long-term receivables 10 10,370 15,141

144,329 143,971

Current assets

Other receivables 11 7,751 3,617

Derivative financial instruments 15 298 294

Cash and cash equivalents 12 879 2,712

8,928 6,623

Total assets 153,257 150,594

Liabilities

Current liabilities

Other payables 13 37,910 57,14 5

Convertible loan notes 15 2,401 3,002

Derivative liabilities 15 327 434

Provisions 16 – 417

40,638 60,998

Non-current liabilities

Other payables 13 91 518

Long-term liabilities 14 27,198 26,975

Derivative liabilities 15 54 291

Provisions 16 800 –

28,143 27,78 4

Total liabilities 68,781 88,782

Total assets less total liabilities 84,476 61,812

Equity

Share capital 17 3,292 3,292

ESOP reserve 19 (4,334) ( 7,14 0)

Other reserves 20 3,611 3,611

Retained earnings 81,907 62,049

Total equity 84,476 61,812

In accordance with the exemptions allowed by Section 408 of the Companies Act 2006, the Company has not presented its own

profit and loss account. The profit for the Parent Company for the year was £24 ,018 , 000 (2024: profit of £9,026,000) and has been

dealt with in the Financial Statements of the Company.

The accompanying notes on pages 148-159 form an integral part of these Financial Statements.

The Financial Statements of Braemar Plc on pages 146-159 were approved by the board of directors on 28 May 2025 and were

signed on its behalf by:

James Gundy Grant Foley

Group Chief Executive Officer Group Chief Financial Officer Registered number: 02286034

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 147

Company Statement of Changes in Total Equity

For the year ended 28 February 2025

Note

Share capital

£’000

premium

£’000

ESOP reserve

£’000

Other

reserves

£’000

Retained

earnings/

(deficit)

£’000

Total equity

£’000

At 1 March 2023 3,292 53,796 (10,607) 23,762 (16,140) 54,103

Profit for the year – – – – 9,026 9,026

Dividends paid 4 – – – – (2,440) (2,440)

Capital reduction 17, 20 – (53,796) – (20,151) 73,947 –

Own shares acquired 19 – – (6,125) – – (6,125)

Issue of shares held by ESOP 19 – – 9,592 – (8,766) 826

Share-based payments – – – – 6,442 6,442

Cash paid for share-based

payments – – – – (52) (52)

Tax on share awards – – – – 32 32

At 29 February 2024 3,292 – (7,140) 3,611 62,049 61,812

Profit for the year – – – – 24,018 24,018

Dividends paid 4 – – – – (5,497) (5,497)

Own shares acquired 19 – – (2,376) – – (2,376)

Issue of shares held by ESOP 19 – – 4,661 – (4,327) 334

Disposal of EBT shares 521 – – 521

Share-based payments – – – – 5,563 5,563

Cash paid for share-based

payments – – – – (163) (163)

Tax on share awards – – – – 264 264

At 28 February 2025 3,292 – (4,334) 3,611 81,907 84,476

The accompanying notes on pages 148-159 form an integral part of these Financial Statements.

148 Braemar Plc | Annual Report & Accounts 2025

Notes to the Company Financial Statements

General information

The separate Financial Statements of Braemar Plc for the year ended 28 February 2025 were authorised for issue in accordance

with a resolution of the directors on 28 May 2025. Braemar Plc is a public limited company incorporated in England and Wales, and

its principal activity is a holding company for the shipbroking and securities businesses.

The term “Company” refers to Braemar Plc.

1 Material accounting policies

a) Basis of preparation

The Company Financial Statements have been prepared in accordance with United Kingdom Generally Accepted Practice, including

Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice).

No Income Statement is presented for Braemar Plc as permitted by Section 408 of the Companies Act 2006.

The Financial Statements have been prepared under the historic cost convention except for items measured at fair value as set out

in the accounting policies below and have been prepared on a going concern basis.

The Company Financial Statements are presented in sterling and all values are rounded to the nearest thousand sterling (£’000)

except where otherwise indicated.

FRS 101

The Financial Statements of the Company have been prepared in accordance with FRS 101 “Reduced Disclosure Framework”.

The Company has applied the exemptions available under FRS 101 in respect of the following disclosures:

– a cash flow statement and related notes;

– certain information as per IAS 1 Presentation of Financial Statements;

– comparative period reconciliations for share capital;

– disclosures in respect of transactions with wholly owned subsidiaries;

– disclosures in respect of capital management;

– the effects of new but not yet effective IFRSs; and

– disclosures in respect of the compensation of key management personnel.

As the Consolidated Financial Statements of the Group on pages 87-145 include the equivalent disclosures, the Company has also

taken the exemptions under FRS 101 available in respect of the following disclosures:

– IFRS 2 “Share-based Payment” in respect of Group-settled share-based payments;

– certain disclosures required by IFRS 13 “Fair Value Measurement”; and

– the disclosures required by IFRS 7 “Financial Instrument Disclosures”.

b) Going concern

The Company Financial Statements have been prepared on a going concern basis. In reaching this conclusion regarding the going

concern assumption, the directors considered cash flow forecasts for a period of greater than twelve months from the date of

signing of these Financial Statements. The going concern assumption for the Company is considered together with the going

concern assumption for the Group. See Note 1 to the Consolidated Financial Statements for more detail.

c) Use of estimates and critical judgements

The preparation of the Company’s Financial Statements requires management to make judgements, estimates and assumptions

that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the

reporting date. Estimates and judgements are continually evaluated based on historical experience and other factors, including

expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ

from these estimates and assumptions.

The following table provides a summary of the Company’s significant estimates and judgements, along with the location of more

detailed information relating to those judgements.

Judgement applied to

Judgements

excluding estimates Estimates Location of further information

Investments in subsidiaries Yes Note 8 – Investments

Preference share assets Yes Yes Note 10 – Other long-term receivables

Provision for impairment of amounts

due from subsidiaries

Yes Note 10 – Other long-term receivables

Lease term Yes Note 3.6 – Leases, in the Consolidated Financial Statements

Share option vesting Yes Note 5.2 – Share-based payments to the Consolidated

Financial Statements

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 149

d) Accounting policies

The Company’s accounting policies are the same as the accounting policies of the consolidated Group described on pages 92-145

except for the policies described in the respective notes below.

2 Profit/loss for the year

As permitted by Section 408 of the Companies Act 2006, the Company has elected not to present its own statement of

comprehensive income (including the profit and loss account) for the year.

The auditor’s remuneration for audit services to the Company is disclosed in Note 2.6 to the Consolidated Financial Statements.

All fees paid to the auditor were charged to operating loss/profit in both years.

3 Staff costs

Staff costs for the Company during the year (including directors) are provided in the table below.

2025

£’000

2024

£’000

Salaries, wages and short-term employee benefits 2,337 2,445

Other pension costs 84 70

Social security costs 298 272

Share-based payments 403 548

3,122 3,335

The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’

Remuneration Report on pages 62-74.

The average number of full-time employees of the Company was six (2024: seven)

4 Dividends

Amounts recognised as distributions to equity holders in the year are detailed in Note 6.2 to the Consolidated Financial Statements.

5 Intangible assets

Computer

software

£’000

Cost

At 29 February 2024 (restated)

1,879

Disposal (44)

At 28 February 2025 1,835

Accumulated amortisation and impairment

At 29 February 2024 (restated)

1,662

Charge for the year 120

Disposal (44)

At 28 February 2025 1,738

Net book value at 28 February 2025 97

Net book value at 29 February 2024 217

1 Following a review of the gross cost and gross accumulated amortisation and impairment amounts, the Company has restated the opening gross cost and

gross amortisation and impairment amount to increase both by £0.8 million in relation to incorrect disposals in prior years for which the gross amounts had been

reduced. There is no impact on the Company’s profit or loss or movements in investments in the current and prior years.

At 28 February 2025, the Company had no contractual commitments for the acquisition of computer software (2024: £nil).

150 Braemar Plc | Annual Report & Accounts 2025

Notes to the Company Financial Statements continued

6 Property, plant and equipment

Land and

buildings

£’000

Computers

£’000

Fixtures and

equipment

£’000

Total

£’000

Cost

At 29 February 2024 6,827 234 28 7,089

Additions at cost 7,280 1 1 7, 282

At 28 February 2025 14,107 235 29 14,371

Accumulated depreciation and impairment

At 29 February 2024 6,206 142 18 6,366

Charge for the year 1,427 59 2 1,488

Impairment 743 – – 743

At 28 February 2025 8,376 201 20 8,597

Net book value at 28 February 2025 5,731 34 9 5,774

Net book value at 29 February 2024 621 92 10 723

The land and buildings category includes land and buildings held under leases and leasehold improvements. For further details

of right-of-use assets included within property, plant and equipment, see Note 7. At 28 February 2025, the Company had no

contractual commitments for the acquisition of property, plant and equipment (2024: £nil).

7 Leases

The Company as a lessee

The Company primarily leases property in relation to offices. At inception of a lease contract, the Company assesses whether the

contract conveys the right to control the use of an identified asset for a certain period of time and whether it obtains substantially

all the economic benefits from the use of that asset, in exchange for consideration. The Company recognises a lease liability and a

corresponding right-of-use asset with respect to all lease arrangements in which it is a lessee, except low-value leases and short-

term leases of twelve months or less, costs for which are recognised as an operating expense within the income statement on a

straight-line basis.

A right-of-use asset is capitalised on the Balance Sheet at cost and included within property, plant and equipment. The cost

comprises the amount of the initial measurement of the lease liability and lease payments made at or before the commencement

date, plus any initial direct costs incurred in addition to an estimate of costs to remove or restore the underlying asset. Where a lease

incentive is receivable, the amount is offset against the right-of-use asset at inception. Right-of-use assets are depreciated using

the straight-line method over the shorter of the estimated life of the asset or the lease term.

The lease liability is initially measured at the present value of future lease payments. Interest expense is charged to the income

statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability.

The lease payments are discounted using the interest rate implicit in the lease. If that rate cannot be determined, the Company’s

incremental borrowing rate is used, being the rate that the Company would have to pay to borrow the funds necessary to obtain an

asset of similar value in a similar economic environment with similar terms and conditions. Generally, the interest rate implicit in the

lease is not readily determinable, as such the incremental borrowing rate is used to discount future lease payments.

For the Company, lease payments generally comprise the following:

– Fixed payments, less any lease incentives receivable; and

– Payments to be made under extension options which are reasonably certain to be exercised.

Contracts entered into by the Company have a wide range of terms and conditions but generally do not impose any additional

covenants. Contracts entered into by the Company include extension or termination options which provide the Company with

additional operational flexibility. If the Company considers it reasonably certain that an extension option will be exercised or a

termination option not exercised, the additional period is included in the lease term.

A modification to a lease which changes the lease payment amount (e.g. due to a renegotiation or market rent review) or amends

the term of the lease results in a reassessment of the lease liability with a corresponding adjustment to the right-of-use asset.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 151

Right-of-use assets

Land and

buildings

£’000

Fixtures and

equipment

£’000

Total

£’000

At 28 February 2023 1,748 – 1,748

Additions – 11 11

Amortisation (1,165) – (1,165)

At 29 February 2024 583 11 594

Additions 7,023 – 7,023

Amortisation (1,389) (2) (1,391)

Impairment (743) – (743)

At 28 February 2025 5,474 9 5,483

Lease liabilities

Total

£’000

At 28 February 2023 3,026

Additions 11

Interest expense 57

Lease payments (2,154)

At 29 February 2024 940

Additions 7,023

Interest expense 101

Lease payments (2,145)

At 28 February 2025 5,919

Lease liabilities

Up to 3

months

£’000

Between

3 and 12

months

£’000

Between 1

and 2 years

£’000

Between 2

and 5 years

£’000

Over

5 years

£’000

Total

£’000

Unearned

interest

£’000

Net payable

£’000

At 28 February 2025 368 1,550 2,356 2,197 – 6,471 (552) 5,919

At 29 February 2024 468 469 3 6 – 946 (6) 940

The Company as a lessor

The Company classifies leases as either operating or finance leases based on the substance of the arrangement. At

commencement of a finance lease, a receivable is recognised at an amount equal to the Company’s net investment in the lease.

Finance income is recognised reflecting a constant periodic rate of return on the net investment in the lease. Lease payments from

operating leases are recognised as income on a straight-line basis.

Lease receivables

Gross

£’000

Provision

£’000

Net

£’000

At 28 February 2023 867 (9) 858

Interest received 16 – 16

Lease payments (643) – (643)

Movement in provision – 9 9

At 29 February 2024 240 – 240

Interest received 1 – 1

Lease payments (241) – (241)

At 28 February 2025 – – –

There was no short-term lease expense, no short-term lease income and no low-value lease expense in the year (2024: £nil).

152 Braemar Plc | Annual Report & Accounts 2025

Notes to the Company Financial Statements continued

8 Investments

Key estimate

Investments in subsidiaries

The Company recognises provisions for impairment of investments in subsidiaries based on management’s judgement of

whether or not there is an indication of impairment at the Balance Sheet date. A judgement is made based on the net assets,

cash balance and future trading performance of the subsidiary.

Investments

Investments in subsidiaries, associates and joint ventures are held at cost less accumulated impairment. Where there is objective

evidence that the investment in subsidiaries, associates and joint ventures has been impaired, the carrying amount of the investment

is tested for impairment in the same way as other non-financial assets.

For share awards granted to employees of subsidiary companies, the IFRS 2 charge is recognised as an increase of the Company’s

investment in the relevant subsidiaries.

Investments where the Company has no significant influence are held at fair value, with movements in fair value recorded in profit

and loss.

Subsidiaries

£’000

Unlisted

investments

£’000

Total

£’000

Cost

At 1 March 2023 118,989 1,500 120,489

Additions 1,579 – 1,579

Fair value loss – (147) (147)

Share-based payments 5,894 – 5,894

At 29 February 2024 126,462 1,353 127,815

Additions 80 – 80

Fair value gain – 86 86

Share-based payments 257 – 257

At 28 February 2025 126,799 1,439 128,238

Impairment

At 1 March 2023, 29 February 2024 and 28 February 2025 950 – 950

Net book value at 28 February 2025 125,849 1,439 127, 288

Net book value at 29 February 2024 125,512 1,353 126,865

Additions in the prior year represent a further investment made in respect of Madrid Shipping Advisors S.L. of £1.6 million. The

payments are subject to claw-back conditions linked to continuous employment within the Group which are treated as a cost of

investment by the Company, but treated as prepayments for future service in the Group accounts.

The Company invested £0.3 million (2024: £5.9 million) in the subsidiaries of the Group in respect of share-based payment charges

incurred in the year.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 153

The carrying value of the Company’s investments in subsidiary undertakings are reviewed for indicators of impairment on an

annual basis. In the event impairment indicators are identified, the recoverable amount is determined based on a value-in-use

calculation which requires the determination of appropriate assumptions in relation to cash flows over a forecast period, the long-

term growth rate to be applied beyond this period and the risk-adjusted discount rate used to discount the estimated cash flows

to present value. There are no indicators of impairment in relation to the Company’s investments measured at cost less

accumulated impairment.

The Company’s principal investment in Braemar Financial Holdings Limited is held as preference shares; see Note 10 for further

information.

A list of subsidiary undertakings is included in Note 7.3 of the Consolidated Financial Statements.

The Financial Statements of the principal subsidiary undertakings are prepared to 28 February 2025.

Unlisted investments

The Company’s unlisted investments include 1,000 (2024: 1,000) ordinary £1 shares in London Tanker Brokers’ Panel. In the prior year,

the investment was carried at fair value, based on the value of the most recent comparable transaction and was therefore classified

as Level 2 in the fair value hierarchy. Due to the time which has passed since the most recent comparable market transaction, the

Company has valued the investment in the current year based on an income approach which has resulted in the fair value being

deemed to be in Level 3 of the fair value hierarchy. The Company’s policy is that the beginning of the financial year is considered the

date of transfer between levels in the fair value hierarchy. The significant unobservable input into the valuation are:

– a discount rate of 16%, and

– expected income from the investment.

An increase in the discount rate of 2% would result in an increased fair value loss of £0.2m recognised in the Income Statement,

while a decrease in the discount rate of 2% would result in a gain of £0.2m recognised in the Income Statement. A 10% increase/

decrease in expected income would result in a £0.1m gain/loss.

The following table provides a reconciliation of movements in Level 3 financial assets during the year:

Unlisted

investment

£’000

Opening fair value 1,353

Unrealised fair value loss recognised in operating costs 86

Total 1,439

9 Deferred tax

The movement in the net deferred tax asset

Accelerated

capital

allowances

Employee

benefits

Total

£’000

Balance at 1 March 2024 (23) 757 734

Credit for the year to profit or loss 14 (199) (185)

Credit for the year to reserves – 197 197

Balance at 28 February 2025 (9) 755 746

A deferred tax asset of £0.7 million (2024: £0.7 million) has been recognised as the directors believe that it is probable that there will

be sufficient taxable profits in the UK tax group in the future to recover the asset in full.

154 Braemar Plc | Annual Report & Accounts 2025

Notes to the Company Financial Statements continued

10 Other long-term receivables

Key estimate

Preference share assets

The Company holds investments in preference shares issued by a subsidiary at fair value through profit and loss and are

classified as Level 3 in the IFRS 13 fair value hierarchy. The preference shares are not traded in any market and there are no

similar assets in quoted markets. Therefore, the Company performs a valuation based on the present value of future cashflows

using unobservable (“Level 3”) inputs. The Company develops unobservable inputs using the best information available in the

circumstances, which include the Group’s forecasts of cash flows for the underlying businesses of the holding company issuing

the preference shares using a risk-adjusted discount rate. See also accounting policies Note 1 (d).

The key estimates are therefore the selection of suitable discount rates and the estimation of future growth rates which vary

between cash-generating units depending on the specific risks and the anticipated economic and market conditions related to

each cash-generating unit. The discount rates and growth rates are consistent with those applied to the same business in the

Group’s assessment of the impairment of goodwill. See Note 3.1 in the Consolidated Financial Statements for a description of

the approach used by management to determine these key values and the sensitivity analysis on the impairment.

In addition, management makes adjustments for expected working capital requirements with any surplus net current assets

being included in the valuation of the issued preference shares. The estimate of working capital requirement is based on

historical experience as well as forecasts relating to the sub-group.

Provision for impairment of amounts due from subsidiaries

The provision for impairment of amounts due from subsidiaries represents management’s best estimate at the Balance Sheet

date. A number of judgements are made in the calculation of the provision, primarily based on the net assets, cash balance and

expected future trading performance of the subsidiary.

The application of IFRS 9 “Financial Instruments” results in an additional provision for expected credit losses. When measuring

expected credit losses, the Company uses reasonable and supportable forward-looking information, which is based on

assumptions for the future movement of different economic drivers and how these drivers will affect each other. Probability

of default constitutes a key input in measuring expected credit losses. Probability of default is an estimate of the likelihood

of default over a given time horizon, the calculation of which includes historical data, assumptions and expectations of future

market conditions.

Key judgement

Classification of financial assets

The Company holds investments in preference shares issued by a subsidiary. The preference shares do not provide a

contractual right to unpaid amounts in the event of a bankruptcy of the issuer and, therefore, in the judgement of the directors,

the returns do not meet the conditions of being solely payments of principal and interest and are required to be held at fair value

through profit and loss. The valuation of these shares is considered in the use of estimates and critical judgements above.

The preference shares are recognised as amounts due from subsidiaries receivable after more than one year.

Amounts due from subsidiaries

The expected credit losses on amounts due from subsidiaries is assessed under the general approach with reference to changes

in credit quality since initial recognition. An amount due from a subsidiary is considered to be in default and credit impaired when

there is evidence that the subsidiary is in significant financial difficulty such that it will have insufficient liquid assets to repay the loan.

The assessment of a significant increase in credit risk is performed qualitatively by reference to the borrower’s expected cash flows,

liquid asset position and considers the impact of the wider Group’s support.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 155

Preference shares measured at fair value

The fair value of the investment in preference shares is based on the value-in-use of the Corporate Finance Division (see Note 3.1 in

the Consolidated Financial Statements), with adjustments to determine a fair value, principally an adjustment for net debt in relation

to balances not forming part of working capital of the entity.

Note

2025

£’000

2024

£’000

Amounts due from subsidiary undertakings

Preference shares measured at fair value 8,206 7,0 9 5

Other amounts due from subsidiary undertakings 2,392 6,453

Provision for impairment of other amounts due from subsidiary undertakings (228) (249)

Net amounts due from subsidiary undertakings 10,370 13,299

Deferred consideration – 1,304

Contingent consideration – 532

Prepayment – 6

Other long-term receivables 10,370 15,141

In FY24, deferred consideration of £1.3 million and contingent consideration of £0.5 million relates to the non-current element of the

earnout payments receivable in respect of the disposal of Cory Brothers. The deferred consideration relates to the minimum earnout

payments accounted for on an amortised cost basis. The contingent consideration represents the variable element of the earnout

payments which are contingent on the future gross profit of the newly formed VertomCory agency business, which are recognised

at fair value through profit or loss. Note 4.9 in the Consolidated Financial Statements provides further detail.

See Note 7 for a maturity analysis which reconciles the long-term finance lease receivables to the undiscounted lease receipts and

unearned finance income.

11 Other receivables

Amounts due from subsidiaries

The expected credit losses on amounts due from subsidiaries is assessed under the general approach with reference to changes

in credit quality since initial recognition. An amount due from a subsidiary is considered to be in default and credit impaired when

there is evidence that the subsidiary is in significant financial difficulty such that it will have insufficient liquid assets to repay the loan.

The assessment of a significant increase in credit risk is performed qualitatively by reference to the borrower’s expected cash flows,

liquid asset position and considers the impact of the wider Group’s support.

2025

£’000

2024

£’000

Amounts due from subsidiary undertakings 4,341 806

Deferred consideration 1,336 1,316

Contingent consideration 654 550

Other receivables 691 456

Finance lease receivables – 240

Prepayments 729 249

Total 7,751 3,617

Deferred consideration of £1.3 million and contingent consideration of £0.7 million relates to the current element of the earnout

payments receivable in respect of the disposal of Cory Brothers.

The total receivables balance (including long-term receivables) is denominated in the following currencies.

2025

£’000

2024

£’000

Sterling 9,625 11,654

USD 290 9

Euro 8,206 7,095

Total 18,121 18,758

The Company has no trade receivables (2024: £nil). Amounts due from subsidiary undertakings are interest-free, unsecured and

repayable on demand. The Company provides for impairment using a lifetime expected credit loss provision for amounts due from

subsidiary undertakings.

156 Braemar Plc | Annual Report & Accounts 2025

Notes to the Company Financial Statements continued

12 Cash and cash equivalents

2025

£’000

2024

£’000

Cash at bank 879 2,712

Cash and cash equivalents largely comprise bank balances denominated in sterling, US dollars, euros and other currencies for the

purpose of settling current liabilities.

The directors consider that the carrying amounts of these assets approximate to their fair value.

13 Other payables

Current liabilities

2025

£’000

2024

£’000

Lease liabilities 1,657 931

Amounts owed to subsidiary undertakings payable within one year 34,727 55,341

Other payables 583 133

Accruals 943 740

Total 37,910 5 7,145

Amounts owed to subsidiary undertakings payable within one year are interest-free and unsecured and repayable on demand.

Non-current liabilities

2025

£’000

2024

£’000

Amounts owed to subsidiary undertakings payable after more than one year – 220

Other long-term payables 91 298

Total 91 518

14 Long-term liabilities

Long-term liabilities

2025

£’000

2024

£’000

Lease liabilities 4,262 9

Secured revolving credit facilities 22,936 26,966

Total 27,198 26,975

The Company has a revolving credit facility (“RCF”) with HSBC. For further details see “Note 4.6 Long-term liabilities” in the Group’s

Financial Statements. Amounts can be rolled on a monthly basis until the facility expires subject to certain conditions, and on that

basis the borrowings have been classified as non-current. The amounts drawn under the RCF bear interest based on SONIA, SOFR

and EURIBOR from amounts drawn in sterling, US dollars and euros respectively, plus a credit margin dependent on the Group’s

leverage ratio.

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 157

15 Convertible loan notes and derivative financial instruments

The Company issued convertible loan notes as part of the acquisition of Naves Corporate Finance GmbH (further details of the

acquisition are provided in Note 4.7 to the Consolidated Financial Statements). The convertible loan notes have been valued at

amortised cost with a derivative liability recognised in respect of the equity conversion feature.

2025

£’000

2024

£’000

(restated

)

Assets

Derivative assets maturing after more than one year 54 291

Derivative assets maturing within one year 298 294

Total assets 352 585

Liabilities

Issued convertible loan notes maturing – current 2,401 3,002

Derivative liabilities – current 327 434

Derivative liabilities – non-current 54 291

Total liabilities 2,782 3,727

Financial instruments in relation to the acquisition of Naves

The following table shows amounts in the Company balance sheet relating to the convertible loan notes issued on the acquisition

of Naves. The amounts shown in the table below differ from the similar amounts disclosed in Note 4.7 to the Group’s Consolidated

Financial Statements primarily due to the difference in accounting arising from the employment condition relating to certain of the

instruments issued, which results in different effective interest rates applying at the Group and Company level. At 28 February 2025,

there are no unsatisfied ongoing employment conditions.

2025

£’000

2024

£’000

(restated

)

Current liabilities

Convertible loan notes 2,401 3,002

Derivatives 29 140

2,430 3,142

1 Restatement for the adoption of “Classification of Liabilities as Current or Non-current and Non-current liabilities with covenants – Amendments to IAS 1”.

Forfurther details, see Note 1.1 to the Consolidated Financial Statements.

16 Provisions

Dilapidations

£’000

At 1 March 2024 417

Addition to provision in the year 383

At 28 February 2025 800

The Company holds a dilapidations provision of £0.8 million (2024: £0.4 million) which is classified as a non-current liability.

Dilapidations relate to future obligations to make good certain office premises upon expiration of the lease term. The provision is

calculated with reference to the location and square footage of the office.

158 Braemar Plc | Annual Report & Accounts 2025

17 Share capital and share premium

The Company has one class of ordinary shares which carry no right to fixed income. Note 6.1 to the Consolidated Financial

Statements provides detail on authorised share capital and movements in issued share capital.

18 Share-based payments

The Company operates a number of equity-settled share-based payment schemes for the benefit of the Group’s employees.

No awards may be granted under the schemes set out below which would result in the total number of shares issued or remaining

issuable under all of the schemes, in the ten-year period ending on the date of grant of the option, exceeding 10% of the Company’s

issued share capital (calculated at the date of grant of the relevant option).

All of the Company’s share schemes are accounted for as equity settled share-based payments because they only entitle the

employee to receive equity instrument issued by the Company. For further details relating to share awards issued by the Company

see Note 5.2 to the Consolidated Financial Statements.

19 ESOP reserve

An Employee Share Ownership Plan (“ESOP”) was established on 23 January 1995. The ESOP has been set up to purchase shares

in the Company. These shares, once purchased, are held in trust by the Trustee of the ESOP, SG Kleinwort Hambros Trust Company

(CI) Limited, for the benefit of the employees. Additionally, an Employee Benefit Trust (“EBT”) previously run by ACM Shipping Group

plc also holds shares in the Company. The ESOP is accounted for within the Company accounts.

The net cost of the shares acquired for the shares held by the ESOP are a deduction from shareholders’ funds and represent a

reduction in distributable reserves. During the year, the shares held by the EBT were disposed of. For further details, see Note 6.3 to the

Consolidated Financial Statements which provides more information on the ESOP and the EBT and movements in shares to be issued.

20 Other reserves

Merger reserve

The merger reserve arises on transactions where the Company issues shares pursuant to an arrangement to acquire more than an

90% interest in another company and no share premium is recorded. The amounts in merger reserve are unrealised profits relating

to the corresponding assets acquired by the Company on the issue of shares. These profits may become realised on the disposal

or write-down of these assets.

The merger reserve arose principally in 2001 in relation to the acquisitions of Braemar Shipbrokers Limited and Braemar Tankers

Limited. Further additions have arisen in respect of Naves and Atlantic Brokers.

Capital redemption reserve

The capital redemption reserve arose on previous share buy-backs by the Company. The merger reserve arose on transactions

where the Company issued shares pursuant to an arrangement to acquire more than a 90% interest in another company and no

share premium was recorded.

Capital

redemption

reserve

£’000

Merger

reserve

£’000

Total

£’000

At 1 March 2023 396 23,366 23,762

Capital reduction (396) (19,755) (20,151)

At 29 February 2024 and 28 February 2025 – 3,611 3,611

In the prior year, following the Capital Reduction (see Note 4 to the Consolidated Financial Statements), the merger reserve was

reduced by £19.8 million and the capital redemption reserve was reduced to £nil.

Notes to the Company Financial Statements continued

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 159

21 Contingent liabilities and commitments

From time to time the Company may be engaged in litigation in the ordinary course of business. The Company carries professional

indemnity insurance. There are currently no liabilities expected to have a material adverse financial impact on the Company’s results

or net assets.

The Company has issued guarantees to certain subsidiaries in order to exempt them from audit for the year ended 28 February 2025.

See Note 7.3 of the Consolidated Financial Statements.

22 Related party transactions

The Company has applied the disclosure exemption of FRS 101 in respect of transactions with wholly owned subsidiaries.

A list of the Company’s subsidiary undertakings is provided in Note 7.3 in the Consolidated Financial Statements.

23 Events after the reporting date

A proposed final dividend for the year ended 28 February 2025 of 2.5 pence per share, totalling £0.8 million, has been recommended

by the directors. This is subject to shareholder approval. There were no other adjusting or significant non-adjusting events between

the reporting date and the date of authorisation.

160 Braemar Plc | Annual Report & Accounts 2025

Five-year financial summary (unaudited)

Consolidated Income Statement

Continuing operations

12 months to

28 Feb 2025

£’000

12 months to

29 Feb 2024

£’000

12 months to

28 Feb 2023

£’000

12 months to

28 Feb 2022

£’000

12 months to

28 Feb2021

£’000

Group revenue 141,860 152,751 152,911 101,310 83,695

Other operating expenses (126,263) (136,203) (132,836) (91,250) (75,976)

Specific items (net) (4,424) (7,50 4) (8,406) (514) (1,097)

Total operating expenses, net of other incomes (130,687) (143,707) (141,242) (91,764) (77,073)

Operating profit/(loss) 11,173 9,044 11,669 9,546 6,622

Gain on revaluation of investment – – – 172 –

Net interest expense (1,951) (1,533) (2,195) (1,156) (1,486)

Share of associate profit for the period – 12 (23) (19) –

Profit before taxation 9,222 7,523 9,451 8,543 5,136

Taxation (3,120) (2,899) (4,855) (1,839) (1,574)

Gain/(loss) for the year from discontinued operations – – – 7, 215 970

Profit/(loss) after taxation 6,102 4,624 4,596 13,919 4,532

Dividends

Interim 1,413 1,222 1,172 610 –

Final proposed 784 2,862 2,440 2,254 1,495

2,197 4,084 3,612 2,864 1,495

Earnings per ordinary share – pence

Basic – underlying from continuing operations 31.30p 36.62p 46.22p 23.06p 15.60p

Diluted – underlying from continuing operations 26.74p 29.96p 38.52p 18.79p 12.91p

Strategic Report Governance Financial Statements

Braemar Plc | Annual Report & Accounts 2025 161

Five-year financial summary (unaudited)

Consolidated Balance Sheet

As at

28 Feb 2025

£’000

As at

29 Feb 2024

£’000

(restated)

As at

28 Feb 2023

£’000

(restated)

As at

28 Feb 2022

£’000

As at

28 Feb 2021

£’000

Assets

Non-current assets

Goodwill 71,243 71,337 71,407 79,891 83,955

Other intangible assets 2,608 3,185 3,980 997 2,129

Property, plant and equipment 10,135 5,582 5,320 7,078 9,841

Other investments 1,720 1,633 1,780 1,780 1,962

Investment in associate 713 713 701 724 3,763

Derivative financial instruments 205 249 30 8 200

Deferred tax assets 3,368 2,979 4,794 3,713 2,900

Pension surplus 2,548 1,414 1,120 – –

Other long-term receivables 1,768 4,589 8,554 5,636 1,888

94,308 91,681 97,686 99,827 106,638

Current assets

Trade and other receivables 40,887 37,73 0 43,323 35,792 33,416

Financial assets – – – – 746

Derivative financial instruments 192 1,287 1,224 54 1,573

Current tax receivable 1,554 2,925 973 – –

Assets held for sale – – – – 436

Cash and cash equivalents 20,477 2 7,951 34,735 13,964 14,111

63,110 69,893 80,255 49,810 50,282

Total assets 157,418 161,574 1 7 7,9 41 149,637 156,920

Liabilities

Current liabilities

Derivative financial instruments 592 315 1,447 688 –

Trade and other payables 34,732 43,611 57,310 39,183 47,83 3

Current tax payable 1,659 1,625 4,141 1,608 1,318

Provisions 2,433 3,080 2,575 486 307

Convertible loan notes 2,401 2,978 3,001 1,416 4,461

Liabilities directly associated with assets classified as held

for sale – – – – 125

41,817 51,609 68,474 43,381 54,044

Non-current liabilities

Long-term borrowings 29,448 29,819 29,919 28,331 31,634

Deferred tax liabilities 358 8 344 – 174

Derivative financial instruments 116 43 697 335 56

Trade and other payables 1,026 58 542 – –

Provisions 498 416 734 797 690

Convertible loan notes – – 550 2,755 2,681

Deferred consideration – – – 495 882

Pension deficit – – – 2,052 3,819

31,446 30,344 32,786 34,765 39,936

Total liabilities 73,263 81,953 101,260 78,146 93,980

Total assets less total liabilities 84,155 79,621 76,681 71,491 62,940

Equity

Share capital 3,292 3,292 3,292 3,221 3,174

Share premium – – 53,796 53,030 52,510

ESOP reserve (4,334) ( 7,14 0) (10,607) (6,771) (1,362)

Other reserves 7,440 8,365 28,819 26,130 27,100

Retained earnings 7 7,757 75,104 1,381 (4,119) (18,482)

Total equity 84,155 79,621 76,681 71,491 62,940

162 Braemar Plc | Annual Report & Accounts 2025

Contact information

Registered office

Braemar Plc

One Strand

Trafalgar Square

London

WC2N 5HR

Company number: 02286034

Telephone: +44 (0)20 3142 4100

Web address:

www.braemar.com

Principal offices

Shipbroking

One Strand

Trafalgar Square

London

WC2N 5HR

80 Robinson Road

#24-01/02

Singapore

068898

Level 3, 70 City Road

South Bank

Melbourne

Victoria 3006

Australia

Corporate Finance

Domstraße 17

20095 Hamburg

Germany

www.braemar.com

Printed by a CarbonNeutral® Company certified to ISO 14001 environmental

management system.

Printed on material from well-managed, FSC® certified forests and other controlled

sources.

100% of the inks used are HP Indigo ElectroInk which complies with RoHS legislation

and meets the chemical requirements of the Nordic Ecolabel (Nordic Swan) for

printing companies, 95% of press chemicals are recycled for further use and, on

average 99% of any waste associated with this production will be recycled and the

remaining 1% used to generate energy.

The paper is Carbon Balanced with World Land Trust, an international conservation

charity, who offset carbon emissions through the purchase and preservation of

high conservation value land. Through protecting standing forests under threat of

clearance, carbon is locked-in that would otherwise be released.

Braemar Plc

One Strand

Trafalgar Square

London

WC2N 5HR

Braemar Plc Annual Report & Accounts 2025