Company Number: 02286034

Braemar Plc

Annual Report &

Accounts 2026

Investing for

the future

Braemar is a leading provider

ofexpert chartering, investment

and risk management advice to

the shipping and energy markets.

Wesupport our clients across the

complete value chain in a dynamic

and evolving environment.

Our mission

To be the 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.

Strategic Report

1 Highlights

2 At a Glance

5 Investment Case

6 Chairman’s Statement

8 Market Overview

10 Business Model

12 Group Chief Executive Officer’s

Statement

16 Group Chief Executive Officer

Transition Q&A

18 Our Strategy

20 Key Performance Indicators

22 Operating Review

26 Financial Review

31 Principal Risks and Uncertainties

40 Environmental, Social and Governance

(“ESG”) Report

41 Our ESG Strategy

42 Our Environmental Responsibilities

46 Task Force on Climate-related

Financial Disclosures Report

48 Investing in our People

52 Social Impact

53 Governance

54 Section 172 Statement

56 Non-Financial Information Statement

Governance

58 Corporate Governance Report

59 Chairman’s Introduction

62 Board of Directors

64 Report of the Audit and Risk Committee

68 Report of the Nomination Committee

70 Directors’ Remuneration Report

74 Remuneration Policy

84 Annual Report on Remuneration

91 Directors’ Report

Financial Statements

95 Independent Auditor’s Report

104 Consolidated Income Statement

105 Consolidated Statement of

Comprehensive Income

106 Consolidated Balance Sheet

107 Consolidated Cash Flow Statement

108 Consolidated Statement of Changes

in Total Equity

109 Notes to the Financial Statements

166 Company Balance Sheet

167 Company Statement of Changes in

Total Equity

168 Notes to the Company Financial

Statements

181 Five-year Financial Summary

(Unaudited)

183 Contact Information

Highlights

Financial highlights

Group revenue

£135.6m

2025: £141.9m

Underlying operating profit

£13.2m

2025: £16.7m

More on page 25

What we do

Braemar Plc Annual Report & Accounts 2026

Australia

Melbourne

Perth

South Africa

Cape Town

Germany

Hamburg

Greece

Athens

India

Mumbai

New Delhi

People’s Rep.

China

Shanghai

Singapore

South Korea

Seoul

Spain

Madrid

Switzerland

Geneva

Monaco

UAE

Dubai

United Kingdom

Aberdeen

London

USA

Connecticut

Florida

Houston

Our locations

Shipping never stops. We operate 24 hours a day, seven days a

week, covering all of the world’s major shipping hubs. We ensure

that we support our clients around the globe and provide them

with unique opportunities and insight, wherever and whenever

they need it.

Strategic Report Governance Financial Statements

Employee Spotlight…

Edward Molyneux, Global Head of Offshore Energy Services

Employee Spotlight… Ed Chapman, Head of Business Transformation

and PMO and Shellina Sharma, Business Analyst

Focus on our People

As business analysts, we help

ensure brokers and operators

have the technology to help

them meet client needs.

Over the past four years, we

have focused on building a clear

understanding of how our business

operates day to day, and where

targeted change can deliver the

most value. We began by mapping

workflows across all desks, giving us

a consistent view of how information

moves through the organisation and

where inefficiencies exist. From that

foundation, we have supported the

introduction of new systems

and the modernisation of our

technology environment.

This has helped reduce manual effort

across key processes, improve data

quality, and free up our brokers and

operators to focus on serving clients.

With these fundamentals now

in place, we are well positioned

for the next phase of innovation.

Thisincludes applying AI to

streamlineworkflowsand support

ourteams indeliveringgreater

valuetoclients.

Offshore Energy Services

(“OES”) is a unique division

within Braemar, working

across all offshore sectors

and all shipbroking

disciplines.

As global head of OES, my role is

twofold. I remain an active broker,

focused on executing deals and

driving revenue. I also lead the

growth and development of the

team across Houston, Aberdeen,

London and Singapore, and

establish new revenue streams.

Over the past few years, we’ve

diversified deliberately and strategically,

enabling us to outperform competitors

across multiple regions. These

strategic changes have delivered

strong results, with the past 12 months

marking our second consecutive

record year of revenue growth.

Building on this momentum, we

are continuing to invest in our

people and capabilities. We look

forward to welcoming a number

of exciting new hires who will

strengthen our global expertise

and support the ongoing growth

and success of the business.

Braemar Plc Annual Report & Accounts 2026

Investment case: A resilient, diversified business model

with clear growth opportunities.

The Group provides specialist shipbroking services across the global

shipping and energy markets. Its performance is supported by

long-standing client relationships, experienced brokers and a broad

presence across sectors, services and geographies. This diversification

helps reduce reliance on any single market and provides a degree of

protection against geopolitical uncertainty and cyclical volatility.

The Group operates a capital-light model, supported by a strong balance sheet and disciplined

investment in people, technology, data and analytics. These investments help improve service quality,

support broker productivity and strengthen the Group’s competitive position. With experienced

leadership, financial flexibility and opportunities to grow in fragmented markets, the Group is well

placed to deliver sustainable growth and long-term shareholdervalue.

INVESTMENT:

Focused investment underpins

long-termvaluecreation

The Group invests selectively to

maintain and strengthen its competitive

position. Its capital-light model and

strong balance sheet allow it to invest

in people, technology, proprietary

data and analytics while preserving

financialflexibility.

Investment in these areas supports

the quality, speed and consistency

of the Group’s service to clients.

It also helps deepen client relationships,

improve operational efficiency and

provide brokers with better market insight.

Thisdisciplined approach enables the

Group to remain agile, scalable and

financially prudent while supporting

sustainable shareholder returns.

See page 26, Financial Review,

for more information

OPPORTUNITY:

Diversification and consolidation

create scalable growth opportunities

The Group is well positioned to pursue

growth through further diversification

and disciplined consolidation.

Shipbroking remains a fragmented

market, creating opportunities to

acquire or partner with businesses

that add scale, capability, specialist

knowledge or geographic reach.

The Group also has opportunities to

expand into adjacent sectors, services

and geographies in which its client

relationships, market knowledge and

operating platform can be applied

effectively. Supported by experienced

leadership and strong governance, the

board believes the Group has a clear

pathway to sustainable growth and

long-term shareholder value creation.

See page 62, Board of Directors,

for more information

RESILIENCE:

Diversification and

structural demand

moderate the

impact of macro

headwinds and

position for growth

The Group’s resilience is

supported by its role in global

seaborne trade and by the

breadth of its activities across

shipping and energy markets.

Demand for energy security,

fleet renewal and regulatory

compliance continues to create

a need for specialist market

knowledge and trusted execution.

The Group’s diversified earnings

base, spanning sectors, clients

and geographies, helps reduce

exposure to individual market

cycles. Its experienced brokers,

strong client relationships and

consistent delivery standards

support performance through

changing market conditions.

Together, these attributes provide

a stable platform from which the

Group can manage volatility and

pursue growth.

See page 8, Market Overview,

for more information

Strategic Report Governance Financial Statements

Chairman’s Statement

I am pleased to present Braemar’s Annual Report for the financial

year ended 28February 2026, a year in which the Group’s diversified

operating model, once again, demonstrated its strength, by reducing

our exposure to volatility in any single market segment and enabling

resilient performance through shifting market conditions.

I am delighted to report that we

have made good progress against

these objectives during the year and,

notwithstanding ongoing geopolitical

uncertainty, maintained a clear focus on

disciplined execution. The Group has

strengthened its platform further and is

well positioned to achieve sustainable

future growth.

Overview of the year

The macroeconomic environment during

the year was challenging, marked by

volatility in energy markets, ongoing

geopolitical uncertainty and an evolving

regulatory environment. Nevertheless, the

Group delivered a solid operational and

financial performance. Its financial results

are in line with the board’s expectations,

underscoring the resilience of the Group’s

diversified business model and the

enduring strength of our client relationships.

As anticipated, the second half of

the year delivered a notably stronger

performance than the first, reflecting

improved market conditions and

demonstrating the Group’s ability to

successfully balance and optimise its

exposure across chartering, investment

advisory and risk management activities.

Revenue for the year was £135.6 million

(FY25: £141.9 million), and underlying

operating profit (before acquisition-

related expenditure) was £13.2 million

(FY25: £16.7 million).

Net debt at year-end remained consistent

at £2.9 million (FY25: £2.5 million) with the

Group returning to a net cash positive

position during March 2026.

FY26 has validated

the board’s strategy.

Disciplined execution

and operational delivery

continue to unlock

new opportunities and

reinforce confidence in

the Group’s future.

Nigel Payne, Chairman

FY26 marked the commencement of

operations under our updated strategic

framework, which is underpinned by a

commitment to operational excellence,

diversifying our revenue streams and

disciplined market consolidation. This

framework was announced in May 2025

and provides a clear statement of our

ambitions to grow, amongst other things,

to at least £200 million of revenue by

FY30, as well as one-year operational

targets to mark our progress.

Braemar Plc Annual Report & Accounts 2026

Underlying profit before tax

£10.1m

Underlying earnings per share

24.23p

Operational and strategic progress

In FY26 we were pleased to see the

board’s objectives set out in our strategic

framework immediately start to translate

into operational and strategic results.

These results included:

– Opening Braemar’s first office in

Africa, establishing a new jurisdictional

footprint and supporting our ambition

to expand our influence across

emerging markets;

– Enhancing our Risk Advisory business

through the launch of a UK Organised

Trading Facility, enabling greater

operational depth and market access;

– Strengthening leadership capability

with a number of key senior hires

across the Group; and

– Completing a £2 million share buyback

programme, reflecting the board’s

confidence in Braemar’s intrinsic value

and long-term growth trajectory.

In addition, the board continues to

actively evaluate complementary

acquisition opportunities that support

the Group’s objective. Through these

evaluations, a rigorous and highly

selective due diligence process is

applied, and a transaction will only

proceed through to completion if there

is a clear strategic alignment and

confidence in long-term value creation.

Middle East conflict

The escalation of conflict across the

Middle East, and the effective closure

of the Strait of Hormuz has resulted in

the most significant disruption to global

shipping since the 2021 Suez blockage.

A significant proportion of the world’s oil

and gas products pass through the Strait

and this closure has led to increased

energy prices and freight rates globally.

For Braemar, this backdrop presents both

uncertainty and opportunities for growth.

Periods of geopolitical disruption tend to

reward resilient, well-invested platforms

with strong operational execution and

diversified revenue streams. Braemar’s

operating model and disciplined

investment in talent and systems,

position the firm well to navigate current

geopolitical challenges effectively.

Board changes

In February 2026, James Gundy

announced his intention to step down

as Group Chief Executive Officer (“Group

CEO”) and as a director of the Company

at the Annual General Meeting on 2 July

2026 (“AGM”). Following the AGM, James

will continue with the business, focusing

on his shipbroking activities, where he

has over 40 years’ experience.

I am pleased to confirm that the board

appointed Grant Foley, currently Group

Chief Financial and Operating Officer

(CEO designate), to succeed James as

Group CEO with effect from 2 July 2026.

I would like to extend my sincere

thanks to James for his leadership and

contribution over the past five years.

During his tenure, he has reshaped

Braemar, profitably divested non-core

operations, eliminated a significant debt

burden and built a more diversified

and resilient shipbroking business. I am

delighted that, after stepping down,

James will remain with the Group to

continue serving his broking clients.

Grant joined the Company in 2023 and

since that time, it has been clear that

he has all the operational, financial and

strategic skills to be the natural choice to

succeed James. The board is confident

that his extensive operational experience

and knowledge of the business mean

that Grant is ideally placed to lead the

Group in the next stage of its growth.

The search for a new Chief Financial

Officer is progressing well, and I expect

to give an update in due course.

Dividend

The board will recommend a final

dividend for the year ended 28February

2026 of 4.5 pence for approval by

shareholders at the Company’s AGM.

This payment is in line with our updated

Capital Allocation Framework announced

in May 2025 and designed to reflect a

balance between growth investment and

returning cash to shareholders.

The final dividend, together with the

interim dividend of 2.5 pence paid on

13January 2026, represents a total

dividend of 7.0 pence, in line with last

year’s total payment. The final dividend

will be paid on 7 September 2026 to

shareholders who are on the register at

the close of business on 31 July 2026,

with a corresponding ex-dividend date of

30 July 2026. The last date for Dividend

Reinvestment Plan (“DRIP”) elections will

be 14 August 2026.

Outlook

As we enter FY27, we do so with a

reinforced operational foundation, a clear

long-term plan and a strong pipeline of

opportunities. These elements position

us well to advance towards our ambition

of becoming the trusted broker of choice

for the shipping and energy markets,

delivering annual revenues of at least

£200m by FY30, with a 15% underlying

operating profit margin and balance sheet

leverage under 1.5x EBITDA.

We look to the future with increasing

confidence.

Acknowledgements

On behalf of the board, I would like to

thank our colleagues across the Group

for their hard work, professionalism

and commitment throughout the year.

Their contribution has been central to

navigating a complex market landscape

while delivering on our long-term

strategic goals. I would also like to

express our appreciation to our clients

and shareholders for their continued

trust and support.

Braemar’s future remains bright. With

a proven model, a global footprint, a

clear strategic path and an energised

workforce, we are well placed to

strengthen our position in the shipping

and energy markets in the years ahead.

Nigel Payne

Chairman

20 May 2026

Strategic Report Governance Financial Statements

Market Overview

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 may at first appear to be headwinds, they

often present opportunity to shipbroking businesses.

Global trends

influencing our

business

Fundamental long-term market drivers

Global seaborne trade

isforecast to continue

togrowsteadily.

This is underpinned by global

population growth and the

growing supportive economics

ofdevelopingcountries.

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 seaborne trade 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.

Nearly

40%

of all seaborne trade today

involves energy transportation

Braemar Plc Annual Report & Accounts 2026

Fundamental long-term market drivers

Evolving regulation focused

on the decarbonisation of

the shipping industry will,

drive replacement offleet.

There is a growing need for vessels

to be powered by alternative fuels

driven by tightening emissions

regulations.

Global conflicts continued to impact trade routes

Disruption caused by conflicts has seen changes in routes and

an increase in vessel tonne miles.

Tariffs and trade tensions bring increased

complexity to supply chains

Likely to lead to shifting trade patterns as markets respond.

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.

Short-term market dynamics

Confidence in FY30

targets is supported

by positive long term

market drivers.

Strategic Report Governance Financial Statements

Resources and relationships

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

The Group has built a strong platform,

over recent years, from which to 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 in our teams and talent and

are committed to developing our people,

providing competitive remuneration,

combined with equity participation,

and offering 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.

Business Model

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

What we do

Braemar Plc Annual Report & Accounts 2026

Recycling

Working with clients

to enable the

recycling of a ship

at the end of its life

Ship Valuations

Providing independent

marketvaluations

Research

Detailed analysis and reports

on shipping markets

11.9bn tonnes

2025 estimated seaborne trade

£350,000

Average revenue per employee

Sale and

Purchase

Bringing together sellers

and buyers to facilitate

the sale and purchase

of second-hand ships

Chartering

Bringing together shipowners

and charterers to facilitate

the transport of goods and to

support the offshore oil and

energy industry

Shareholders

Driving operational excellence,

deepening and expanding our

business lines and ultimately

growing market share.

Clients

Enhancing our leading client

service offering to provide expert

advisory and creative solutions

to support our clients to navigate

market complexity.

Employees

Continually improving talent

acquisition, operational support

and career development across

our global network.

The value we create

Strategic Report Governance Financial Statements

I am very proud

of what we have

achieved during my

tenure as Group CEO.

The Group is well

positioned to grow

further and meet our

FY30 targets.

James Gundy, Group Chief Executive Officer

As I approach the end of my tenure as

Group CEO, I find myself reflecting not

only on the past five and a half years in

this role, but on a longer journey — from

my time as CEO of ACM, through the

merger with Braemar in 2014, and my

subsequent role as CEO of Shipbroking

within the Group. Each of those chapters

shaped my thinking and gave me the

clarity of vision that has guided the

transformation of Braemar into the

business it is today.

When I stepped into the Group CEO

role, I had three clear priorities: to reduce

debt, to return the business to its core

foundations in shipbroking, and to build

out selectively into complementary

areas where we had genuine expertise

and competitive advantage. We were

disciplined — growing only where we

truly understood the market and could

add real value for clients.

After more than five years as Group CEO, the time is right for me

to transition into a new chapter within the business and return

my full focus to broking and serving our clients.

Group Chief Executive Officer’s Statement

Over the course of my tenure we have

meaningfully expanded our global

footprint, entering new geographies

and growing our presence in markets

that are strategically important to our

clients. Our expansion into the United

States, and the acquisition of Southport

in particular, has been a significant

milestone — that location is central to

a key part of our client base and has

opened doors to new sectors within the

shipbroking space.

One of my longest-held ambitions was

to move Braemar into the securities and

derivatives space. The acquisition of

Atlantic Securities in 2017 — a regulated

business focused on physical coal and

swaps — provided exactly the platform

we needed. From that foundation we

have built out across multiple desks,

focusing on sectors that complement

our shipbroking heritage.

BraemarSecurities is now a core and

growing part of the Group, and I have

considerable confidence in its

futuretrajectory.

I am immensely proud of how the

business has evolved and performed

during this period. Revenue has grown

by 62%, underlying operating profit has

increased by 71%, and net debt has

been materially reduced. These are not

just financial metrics — they reflect the

sustained effort of an exceptional team

and the strength of the strategy we have

pursued together.

FY26 has been a year of resilient delivery,

demonstrating once again that the

diversification strategy was the right one.

We enter the next phase of our journey

with a strong platform firmly in place,

and I am highly confident in Braemar’s

prospects and the opportunities that

lieahead.

Braemar Plc Annual Report & Accounts 2026

It has been a privilege to work alongside

such an exceptional team. During my

tenure, the Group has navigated periods

of rapid growth, global uncertainty,

and significant change. Throughout

this time the resilience, integrity and

commitment of our people have been

one of our greatest strengths. Together

we have expanded our market presence,

advanced our strategic priorities, and

established firm foundations for long-

term, sustainable growth and success.

Through diversification, an expanded

global reach, and a culture in which

talent can thrive and clients are fully

supported, Braemar is now a more

resilient and sustainable business. These

achievements reflect a truly collective

effort, driven by a sense of shared

purpose and aligned values.

I would like to thank all our employees

for their dedication and professionalism,

our clients for their trust, and our

shareholders and partners for their

unwavering support. I am also grateful to

the board for its guidance, insight, and

constructive challenge throughout my

time as Group CEO.

The Group enters its next chapter from

a position of strength. Grant Foley brings

exceptional capability to the Group CEO

role, and having worked closely with him

for the past three years, I am confident

that the business is in excellent hands. I

have no doubt that Braemar will continue

to evolve, innovate, and deliver long-term

value for all stakeholders.

While I am stepping down from the

Group CEO role, I am returning my full

focus to what I have always loved most

— broking. It is the work that drew me to

this industry and, if I am honest, the work

I never really stopped doing. My belief in

this organisation, and my commitment

to its people and its future, remain as

strong as ever.

Robust performance

FY26 was a year of disciplined execution,

with Braemar making good operational

progress in support of the growth

objectives set out in our strategic

framework in May 2025. All this was

achieved against a challenging and

volatile macroeconomic environment

backdrop, with the year characterised

by the resilience of our performance as

we continued to invest in our growth

platform and capitalise on opportunities.

Market conditions remained complex,

shaped by geopolitical uncertainty,

disrupted trade flows, and an evolving

regulatory landscape. The escalation of

conflict affecting Red Sea and Middle

East shipping routes significantly

reshaped tonne mile demand, voyage

economics, and freight risk dynamics,

underscoring the importance and value

of high-quality advisory insight and risk

management expertise.

Against this backdrop, the Group

delivered a resilient performance, with

momentum building through the second

half of the year.

For FY26, the Group delivered revenue

of £135.6 million (FY25: £141.9million), a

decrease of 4%, in line with expectations

and primarily reflecting reduced

chartering rates. This was partly offset

by strong performances in Sale and

Purchase and Risk Advisory. Chartering

rates improved during the second half

of the year although overall US dollar

revenues were at similar levels. This

leaves the business well positioned for

improved performanceahead.

Underlying operating profit (before

acquisition related costs) of £13.2

million (FY25: £16.7 million) was £3.5

million lower year on year, reflecting the

reduced revenue. Operating expenditure

remained well controlled during the year

while continuing to support targeted

investment in both senior revenue-

generating roles and operational

infrastructure. We strengthened our

compliance capability and implemented

enhanced technology solutions to

further support our brokers and improve

efficiency across the business.

Strong progress

onstrategicpriorities

Our growth strategy is built around

threepillars:

Consolidation

Diversification

Operational excellence

During the year, the Group made good

progress executing our strategy, further

enhancing resilience, deepening client

engagement, and strengthening the

platform required to achieve our FY30

ambitions, including reaching annual

revenues of at least £200 million and

15% underlying operating profit margin.

Our diversified business model

continued to perform as intended,

effectively balancing exposure across

physical chartering, investment advisory,

and risk management activities, with

the Group well positioned to capitalise

on organic and acquisitional growth

opportunities as they arise.

Group revenue

£135.6m

2025: £141.9m

Revenue growth target

£200m

by FY30

Strategic Report Governance Financial Statements

Strategic pillars in action

Operational excellence

Operational excellence remains a core

enabler of the Group’s sustainable

growth strategy. During the year further

progress was made in strengthening

governance, systems and processes

across the business, alongside

continued investment in technology,

data, and infrastructure. These initiatives,

together with ongoing focus on

regulatory compliance, are enhancing

scalability, resilience and the quality of

decision making across the Group.

Cost discipline remained a clear priority,

particularly during softer market conditions

in the first half of the year. Targeted

investment in talent also continued.

Collectively these actions underpinned

accelerating second-half momentum

and positioned the Group to enter FY27

with improved operational readiness, a

strong platform for continued growth

and the ability to capture opportunities

as they arise.

Diversification

Diversification remains integral to

Braemar’s ability to deliver consistent

performance across shipping and

market cycles, supporting earnings

resilience while providing multiple

avenues for growth. During FY26, the

Group continued to benefit from the

breadth of its activities across Chartering,

Investment Advisory and Risk Advisory.

Risk Advisory further expanded its

contribution, supported by the launch

of our UK Organised Trading Facility and

Cross Commodities desk during the

year with a further desk expected to be

launched in FY27.

Geographic diversification also

advanced during the year, with the

opening of the Group’s first office in

Africa, extending Braemar’s jurisdictional

footprint. This geographic expansion

strengthens local market access,

enhances client coverage and further

positions the Group to capitalise on

long-term growth opportunities across

key emerging markets.

Consolidation

In line with our strategy, we continue

to actively evaluate complementary

acquisition opportunities during the year.

Our approach remains highly disciplined

with a clear focus on strategic fit,

cultural alignment, and shareholder

value creation. While a limited number

of opportunities advanced through

enhanced due diligence, the Group

remained steadfast in applying its

rigorous investment framework and will

not proceed where a transaction does

not fully meet return and risk thresholds.

This approach reflects our commitment

to prudent capital allocation, maintaining

strategic focus and creating sustainable

value for shareholders.

Furthermore, the Group remained

focused on consolidating its operating

platform with continued investment

in consistency, governance, and

collaboration. During the year we further

embedded a more integrated operating

model, enhancing alignment across

physical broking, advisory and risk

management teams. This integration

is enabling deeper client relationships,

more efficient capital and risk oversight

and clearer accountability across

regions and business lines. Importantly,

these enhancements have been

achieved while preserving the Group’s

entrepreneurial culture, underpinned by a

disciplined and robust control framework

that supports sustainable growth.

Group Chief Executive Officer’s Statement continued

As the Group enters FY27,

it does so from a position

of increased resilience,

supported by a strengthened

operating platform, and a

clear strategic framework

focused on operational

excellence, diversification,

andconsolidation.

Braemar Plc Annual Report & Accounts 2026

Sustainability and

responsible business

Sustainability considerations are playing

an increasingly important role in client

decision making, particularly across

asset investment, fleet renewal, and risk

management. We are well positioned

to support clients as they respond to

regulatory change, evolving emissions

requirements, and energy transition-

related investment decisions. This is

reflected in growing demand for advisory

services across Sale and Purchase,

Corporate Finance and Risk Advisory,

reinforcing the relevance of the Group’s

diversified expertise in a changing

market environment.

Internally, the Group remains focused

onstrong governance, responsible

business practices, and disciplined

capital allocation, supporting long-term

value creation for shareholders.

Outlook

While geopolitical and macroeconomic

uncertainty continues, the structural

drivers underpinning demand for

Braemar’s diversified services remain

strong. Ongoing disruption to global

trade patterns, increasing regulatory

complexity and heightened market

volatility continue to reinforce the

importance of specialist advice and

sophisticated risk management

solutions. This underpins sustained

demand for the Group’s capabilities.

As the Group enters FY27, it does so

from a position of increased strength,

supported by continued investment in our

operating platform, improving momentum,

a strong forward order book and clear

strategic objectives to support sustainable

future growth. As a result, the business is

well positioned to capture opportunities

across market cycles and support the

board’s confidence of achieving our FY30

growth ambitions to establish Braemar

as the trusted broker of choice in global

shipping and energy markets, generating

at least £200 million revenue with a 15%

underlying operating profit margin.

I would like to thank our clients for their

continued trust, our colleagues for

their commitment and professionalism

throughout FY26, and our shareholders

for their ongoing support. With a resilient

operating model, a strong forward order

book, M&A opportunities being evaluated

and a clear long-term strategy, Braemar

is well positioned to navigate future

challenges, invest selectively and deliver

sustainable value over the long term.

I am excited by the opportunities for the

Group under Grant’s leadership, and look

forward to contributing to the business in

the years ahead.

James Gundy

Group Chief Executive Officer

20 May 2026

Strategic Report Governance Financial Statements

1515

Group Chief Executive Officer Transition Q&A

James Gundy, Group Chief Executive Officer

and Grant Foley, Group Chief Financial and

Operating Officer (CEO Designate)

Braemar is in a strong position, and having

worked closely with Grant since he joined

Braemar in 2023, I am confident that he

cansuccessfully lead Braemar through

itsnextchapter.

Braemar Plc Annual Report & Accounts 2026

James, as you present your

final Annual Results as CEO,

of what are you most proud since

you took the helm five years ago?

From the start I had a very clear

vision of what we needed to do to

continue to grow, namely, by focusing on

Braemar’s core strengths in shipbroking

while strategically diversifying our

revenue streams by adding

complementary offers. Launching

Braemar’s Risk Advisory business was

agreat example of that, taking us into

ahigher-margin area where there was

natural crossover with existing clients.

It hasn’t always been a smooth journey,

which is the nature of this business, but

I’m proud to be stepping back from my

CEO role with the business in a much

stronger shape than when I stepped up.

The debt pile I inherited has gone, we’ve

worked through legacy issues that are

now behind us, and we have a resilient

and diversified model with a clear

growth strategy that stands us in good

stead going forward. Crucially our team

is stronger than ever, many of whom I

brought into the business, and I have

full confidence that they will continue to

drive this great business forward.

So why are you stepping

back now?

When I took over as Group CEO I’d

already been a CEO within the

business for 15 years, first as CEO of

ACM and then of shipbroking. So after

20 years, with the business in a great

place, now feels like a natural time. Our

performance in the past year is a good

demonstration of why diversifying the

business was so important and what it’s

achieved. Despite another year of volatile

markets, we delivered a resilient

performance and made strong progress

against our strategic goals. I’m also

delighted to be handing over to Grant,

who has been central to developing our

growth strategy and understands

Braemar’s culture having been at the

business for almost three years as CFO

and more recently also COO.

What will your day-to-day

role be now?

As we reported, I’m not leaving the

business, but stepping back to

focus my energy on shipbroking and

specifically my shipbroking clients.

What does Braemar’s culture

mean to you?

For me, Braemar has always been

about the people, working together

collaboratively, leading by example.

There’s a shared ambition for the

business to do well, while individuals are

encouraged and nurtured to grow and

fulfil their potential.

Was that people-led culture

part of what attracted you to

Braemar, Grant?

Yes, undoubtedly. I was impressed

with the quality of the people from

day one, who have been incredibly

resilient. There are many talented

individuals across the business and

there’s a clear sense that they want todo

well for Braemar and themselves. That is

borne out of the supportive culture we

have, with senior management very

open, available andhands-on.

What are you excited about

looking ahead?

The key reason I joined the business

was the significant growth

opportunities I saw for Braemar. I could

see James and the Board had achieved

a huge amount with the way they’d

simplified the business and disposed of

non-core assets. With my background

inregulated financial services the

opportunity with the Risk Advisory

business was very interesting and in the

past three years I’ve seen the growth

platform develop further, with a set of

corporate functions now in place to

support our next phase of growth.

Wehave a clear growth plan to achieve

our targets of reaching £200 million

revenue and 15% underlying operating

margin by FY30, and I’m excited about

the talent and drive we have across the

business to getus there.

Under James’ leadership, the business has been

transformed and I am delighted to lead the Group

through the next stage of growth, working with our

talented colleagues to deliver our FY30 targets.

Grant Foley, Group Chief Financial and Operating Officer (CEO Designate)

Strategic Report Governance Financial Statements

Our Strategy

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.

Maintain a strong

balance sheet with

net debt <1.5X EBITDA

Invest in

strategic hires

Enhancing

M&A

Return surplus

capital to

shareholders

Capital allocation

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 aim to attract and retain

talent, rewarding performance

at an individual and Group level.

More on page 14

Diversification

Braemar Plc Annual Report & Accounts 2026

Group revenues

by FY30

£200m+

Risk Advisory revenues

by FY30

£30m+

Underlying operating

profit margin by FY30

15%+

Net debt

maintainedbelow

<1.5X

EBITDA

Outputs

New brokers hired

Progress: 16 brokers hired in the year across all parts of

the business.

Expand

Into a new jurisdiction

Progress: The Group opened its first African office in

Cape Town South Africa, expanding its geographic and

strategic reach.

Globalise

Tanker operations

Progress: Headcount reduced with claims centralised

into two centres of excellence in Europe and Asia.

Inaddition, 24/7 coverage implemented to improve

service and response times.

Complete 1

Complementary Transaction

Progress: The Group maintained a disciplined

approach to M&A during the year, carefully evaluating

complementary acquisition opportunities capable of

delivering sustainable value for shareholders. A select

number progressed to due diligence, and although no

transaction completed in the year, the Group remains

well-positioned to capitalise on the right opportunity.

New brokers hired

Ambition: Maintain the momentum and hire a further

10brokers.

New Desk

Ambition: Establish a new desk in the Risk Advisory

business to continue to expand the Group’s offering.

Integration

Ambition: Embed AI across the business to improve

operational efficiency and productivity.

Complete 1

Complementary Transaction

Ambition: Complete a complementary acquisition

maintaining strategic focus and discipline tocreate

shareholder value.

Year 2 targetsYear 1 targets and progress

Strategic Report Governance Financial Statements

Financial highlights

Key Performance Indicators

As rates and activity improved across the business, Braemar

delivered a resilient financial performance, clearly demonstrating

the importance of its diversified revenue base to deliver sustainable

performance. Second half performance was notablystronger as

rates and activity improved across the business.

Revenue

Underlying operating profit

(before acquisition related expenditure)

Reported EPS

FY26 £135.6m

FY25 £141.9m

FY24 £152.8m

FY26 £13.2m

FY25 £16.7m

FY24 £18.1m

FY26 7.24p

FY25 19.41p

FY24 15.65p

Underlying operating profit

FY26 £12.4m

FY25 £15.6m

FY24 £16.5m

Revenue per head

Cash generated

fromoperations

Underlying EPS

Full-year dividend per share

FY26 £350k

FY25 £345k

FY24 £373k

FY26 £12.1m

FY25 £5.9m

FY24 £5.2m

FY26 24.23p

FY25 31.30p

FY24 36.62p

FY26 7.0 p

F Y2 5 7.0p

FY24 13.0p

All KPIs relate to continuing operations.

Braemar Plc Annual Report & Accounts 2026

Building on the combination of our respected

shipbroking heritage and our cutting-edge

technology, Braemar is growing in a unique way.

Internally there is a strong focus on the leadership team putting

the time and effort into developing and mentoring our juniors,

as well as promoting a motivated, inclusive and collaborative

culture. In my eight years here, collaboration across the business

as a global unit and our “One-Braemar” approach is something

which makes us stands out from our competitors.

Our Houston office has had a great year, and Dubai is also

performing well, but the real success has been our break

into the ANZ market, which is now firmly established, gaining

momentum and in profit.

We have a strong market position with growth ambitions to

match that should make for an exciting 12 months.

Operational highlights

Number of employees

(average across the year)

Number of offices

Number of countries

FY26 388

FY25 411

FY24 409

FY26 19

FY25 18

FY24 16

FY26 14

FY25 13

FY24 11

Employee Spotlight…

Paul Osgood, Head

of Specialised Tankers

Strategic Report Governance Financial Statements

Dry Cargo

Operating Review

Braemar demonstrated resilience through its diversified revenue

streams, with its global, advisory-led platform driving second-half

momentum. Having invested across the Group, Braemar has entered

FY27 with compelling opportunities ahead.

Braemar’s global platform and integrated chartering capability underpinned a resilient performance amid shifting trade patterns

and market disruption. Chartering revenue declined year-on-year reflecting weaker rates in the first half and some internal

restructuring, with the business now strengthened and positioned for growth. Throughout this period client relationships

remained strong and rates saw some improvement in the second half. The business enters the new financial year on a

strongfooting and is well positioned for growth.

Chartering

Revenue decreased by 16% to £74.7 million (FY25: £89.4 million), primarily

reflecting weaker chartering rates in the first half.

Tankers

Despite growth in longer distance trades supporting

demand for larger vessel classes, earnings across

the dry cargo sector remained constrained

by uneven demand for key commodities and

continued pressure from vessel supply. Market

conditions varied significantly, by region and cargo,

with headline rates often masking underlying

volatility, with activity levels improving in the second

half of the year. In this environment clients prioritised

income stability and operational flexibility over short-

term rate optimisation.

Braemar’s Dry Cargo teams were active across

all major vessel segments, supporting clients

with both transaction execution and broader

chartering strategy. Demand was strongest for

advisory services relating to shipment timing,

route optimisation and contract structuring

rather than purely price-driven fixtures. Selective

opportunities emerged during the year,

particularly within the minor bulks segment, where

cargoes linked to cleaner energy transition and

infrastructure development performed well.

The tanker market remained volatile during the

year, with a notable improvement during the

second half. Ongoing international sanctions,

shifts in global oil trade flows and evolving

supply dynamics continued to reshape voyage

economics and increase operational complexity

across the sector. Against this backdrop

clients placed growing emphasis on regulatory

compliance, operational flexibility and risk

management alongside freight rate considerations.

Throughout the year, Braemar’s tanker teams

supported clients across both spot and

longer-term chartering activity. By combining timely

market insight with effective execution support, the

teams helped optimise commercial outcomes and

manage risk in a challenging trading environment,

reinforcing Braemar’s role as a trusted adviser amid

changing market conditions.

Braemar Plc Annual Report & Accounts 2026

Specialised Products

Offshore Energy Services

Strong offshore investment momentum in recent years

has driven a sharp uplift in demand across the sector. With

limited vessels built over the past decade, fleet supply

remains constrained, underpinning very high utilisation

levels and robust day rate pricing. This imbalance has also

supported a buoyant second-hand market with asset values

rising across both modern and legacy tonnage.

Newbuild activity has been highly selective, focused primarily

on subsea construction vessels and specialised wind

support assets. In contrast, Offshore Support Vessel ordering

has remained muted reflecting disciplined capital allocation

and the ongoing requirement for long term contract visibility

to secure financing. As a result, clients continue to adopt

flexible, returns-driven contracting strategies, prioritising

capital efficiency.

Specialised Products comprises of

Specialised Tankers, Liquid Petroleum

Gas (“LPG”), Petrochemicals and Liquid

Natural Gas (“LNG”).

Specialised Tankers

Fleet growth and moderating demand

weighed on earnings across the year,

although sanctions-related longer

routings supported vessel utilisation

in certain trades. Market conditions

promoted a more selective approach

from clients with increased focus on

vessel suitability, regulatory compliance

and contractual complexity.

Against this backdrop Braemar’s

Specialised Tankers team delivered

advisory-led chartering solutions,

supporting clients with both near-term

execution and longer-term commercial

planning and helping manage risk in a

complex operating environment.

LNG

The LNG Tanker market remained

challenging, reflecting continued

vessel oversupply following

significant fleet deliveries and

delayed growth in liquefaction

capacity. Charter rates averaged at

historically low levels for much of

the year, despite a brief seasonal

improvement during the winter

period. Conditions began to stabilise

towards the end of the year with

early signs of recovery emerging.

Braemar’s LNG team provided

advisory and execution support

across spot, term and project-related

charters assisting clients in

navigating a difficult market

while positioning for an eventual

improvement in market conditions.

LPG and Petrochemicals

LPG and Petrochemicals markets

were more balanced though trading

conditions remained complex. Trade

flows continued to be influenced

by regional pricing differentials,

infrastructure constraints and margin

volatility. Clients focused on managing

logistical risk carefully while retaining

flexibility in vessel coverage.

Braemar’s LPG and Petrochemicals

team supported clients through

route optimisation, tailored contract

structures and flexible coverage

solutions, with activity strengthening

in the second half.

Strategic Report Governance Financial Statements

Operating Review continued

Investment

Advisory

Investment Advisory’s revenue increased by 6% to £32.1 million

(FY25: £30.2 million) as Sale and Purchase activity remained strong.

Corporate Finance

Sale and Purchase

Corporate Finance activity

reflected a selective transactional

environment during the year,

shaped by geopolitical uncertainty,

tighter financing conditions and

fluctuating asset valuations

which collectively extended

decision-making timelines. Inthis

context, clients focused on balance

sheet resilience, strategic flexibility

and long-termpositioning.

Braemar advised on a range of

mandates including M&A, minority

investments, restructurings

and bespoke capital solutions.

Engagement levels were strongest

where independent advice was

required on capital structure,

refinancing and portfolio review.

While public market activity

remained subdued, private

capital continued to provide

support, particularly within

specialist shipping and energy

transitionsectors.

Second-hand activity remained

robust during the year, supported

by firm earnings, elevated asset

values and ongoing fleet renewal.

Transaction volumes were strongest

in the bulk carrier and tanker

markets, with improved momentum

also evident in the containership

sector. Market uncertainty in the first

half of the year led some clients to

defer decision-making, with activity

accelerating in the second half as

visibility improved. Elevated pricing

levels placed increased emphasis

on valuation discipline, timing and

execution quality. Against this

backdrop Braemar supported clients

through targeted market advice,

valuation insight and consistent

transaction execution, enabling

both buyers and sellers to transact

effectively despite changing market

sentiment and price sensitivity.

Newbuilding activity remained

elevated with contracting

concentrated in the tanker and gas

sectors. High asset prices, extended

shipyard lead times and ongoing

regulatory uncertainty around future

emissions standards continued to

shape investment decisions and

added complexity to the contracting

environment. Alternative-fuel

considerations were central to

investment decisions and newbuilding

strategies, with LNG dual-fuel

propulsion the preferred option.

Braemar worked closely with clients

to navigate technical, regulatory

and commercial considerations

underpinning newbuild investment

through the provision of market

intelligence, comparative analysis and

strategic advice, supporting informed

capital allocation and risk-adjusted

investment decisions across an

evolving market landscape, consistent

with its advisory-led approach.

Braemar Plc Annual Report & Accounts 2026

Dry Cargo Derivatives

Coal

Tanker Derivatives

Natural Gas Derivatives

Cross Commodities

Ongoing volatility in dry bulk

markets drove strong demand

for freight hedging and trading

activity, as clients sought greater

earnings visibility and balance

sheet protection. While near-

term risk management remained

a consistent source of revenue,

activity increasingly shifted towards

more structured, longer-dated

hedging solutions aligned with

underlying physical exposure.

Braemar’s integrated model,

combining physical dry cargo

broking with derivatives expertise,

provides differentiated market

insight and execution capability.

This positioning supported deeper

client engagement and reinforced

the Group’s role in delivering

scalable, sophisticated risk

management solutions.

Tanker Derivatives, the Group’s joint

operation with GFI, remains one of

the leading facilitators of liquidity in

wet freight and LPG FFAs.

Market conditions, shaped by

sanctions, evolving trade flows and

capacity constraints, supported

sustained client engagement

throughout the year. The business

delivered a strong performance,

driven by higher participation and

volumes and supported by close

alignment with the physical tanker

broking platform.

Volatility across global gas markets

sustained robust demand for active

and structured risk management

solutions. Clients increasingly

adopted more complex hedging

strategies to manage risk across

both physical and financial exposures.

Braemar’s Natural Gas desk continued

to expand its advisory and analytical

capabilities, with a focus on structured

solutions and scenario-driven analysis.

Ongoing investment in coverage

and analytics positions the business

to capture growth in a market of

increasing strategic importance both

for clients and in the context of the

broader energy transition.

The Cross Commodities desk

was established to address rising

demand from clients managing risk

across interconnected freight, fuel

and energy markets.

Leveraging the breadth of Braemar’s

Risk Advisory platform, the desk

provides coordinated multi-market

access through a single point of

execution. Early progress has been

encouraging, with strong client

engagement, and the platform

is well placed to scale as cross-

commodity risk management

becomes an increasingly important

driver of client activity.

Risk

Advisory

Risk Advisory’s revenue increased by 29% to £28.8 million

(FY25:£22.3 million) reflecting increased volatility and demand

forrisk management solutions.

The Risk Advisory business

delivered a strong performance

during the year, benefiting from

elevated market volatility and

continued growth in client demand

for structured risk management

solutions. The Group’s integrated

physical and financial model,

combined with leading positions

in core markets, supports resilient

revenue generation and positions

the business to capture further

growth as market complexity and

hedging requirements increase.

Coal markets continued to

generate significant trading activity,

with regional dislocations and

price volatility underpinning liquidity

despite the longer-term structural

transition in global energy markets.

Braemar’s Coal desk delivered a

strong performance, supported by

its leading position in the European

delivered Amsterdam-Rotterdam-

Antwerp market. The desk remains

a key contributor to market liquidity

and price formation, leveraging

deep physical market knowledge

alongside financial execution.

Integration with the Group’s freight

and commodity advisory further

enhances client relevance and

supports consistent flow generation.

Strategic Report Governance Financial Statements

The Group continued to invest selectively in talent and its operating

platform during the Period, with trading momentum improving in the

second half as chartering rates and activity improved.

Revenue

Revenue from continuing operations

declined 4% year on year, reflecting

softer conditions in chartering markets,

particularly in the first half of the financial

year. This impact was partially mitigated

by strong performances in Sale and

Purchase and Risk Advisory underlining

the benefits of the Group’s diversified,

advisory-led model and its increasing

resilience. The Group continued to

invest selectively in its operating

platform during the period and trading

momentum improved during the second

half as chartering rates strengthened.

Overall, second half revenues were 11%

higher than the first half.

Foreign exchange exposure continues

to be actively managed. At 28February

2026, the Group held forward currency

contracts to sell $75.9 million at an

average rate of US$1.30/£1.

At 28February 2026, the Group’s forward

order book stood at $72.5 million (FY25:

$82.2 million) with $37.6 million contracted

to convert within the next 12 months,

providing meaningful near-term revenue

visibility. The reduction from the prior

year primarily reflects a lower Chartering

forward book, partly offset by a robust

Sale and Purchase pipeline. This forward

order book provides a sound foundation

for the board’s confidence in the Group’s

near-term trading outlook and supports

expectations for FY27.

Grant Foley, Group Chief Financial and Operating Officer

(CEO designate)

Chartering revenues declined 16%

to £74.7 million (FY25: £89.4 million)

reflecting weaker market conditions

and the restructuring of the Tanker and

Dry Cargo broking desks. Investment

Advisory revenues increased by 6% to

£32.1 million (FY25: £30.2 million), driven

by a strong performance in Sale and

Purchase. Risk Advisory saw strong

growth with revenues increasing 29%

to £28.8 million (FY25: £22.3 million),

further demonstrating the value of the

Group’sdiversification.

The majority of the Group’s revenues are

denominated in US dollars. During the

year, sterling strengthened against the

US dollar moving from $1.26 at the start

of the year to $1.35 at the end of the year,

which had an adverse translation impact

on reported revenues. Total revenues at

$177 million were modestly lower than the

prior year (FY25: $179 million).

Braemar Plc Annual Report & Accounts 2026

Financial Review

The Group delivered

a resilient financial

performance, clearly

demonstrating the benefits

of its diversified business

model in delivering

sustainable revenues in

more challenging market

conditions.

Operating costs

Underlying operating costs were £121.4

million, a reduction of £2.7 million

compared with the prior year (FY25:

£124.1million). While the Group continued

to invest in people and technology to

support its strategic priorities, overall

expenditure declined largely due to lower

bonus costs reflecting reduced financial

performance for the year.

Central costs

Central costs increased to £7.2 million

(FY25: £5.6 million) reflecting the full-

year impact of the Group’s London

headquarters at One Strand as

previously sublet space was vacated

by occupying tenants, investment in

senior leadership and governance and

further enhancements to the Group’s

compliance and control infrastructure.

These investments strengthen the

Group’s operating platform and support

long term scalability.

Specific items

The Group uses Alternative Performance

Measures (“APMs”) as key financial

indicators to assess underlying

performance. Management considers

that these APMs provide a useful

complement to statutory measures

by excluding items that do not relate

to underlying trading performance for

the period. This approach is to assist

investors and other stakeholders in

evaluating the ongoing performance of

the Group.

Items that are not considered part of the

Group’s underlying trade are presented

separately as specific items, where

their size and/or nature could otherwise

distort interpretations of operating

performance. Further details are set out

in Note 2.2 to these Financial Statements.

Operating profit and profit

beforetax

The Group delivered underlying profit

(before acquisition-related expenditure)

of £13.2 million, 21% lower than the

prior year, and underlying profit before

tax of £10.1 million, a 25% reduction

compared with the prior year. This

outcome primarily reflects the impact of

lower revenues from weaker chartering

markets, particularly during the first half

of the year. Costs discipline remained

strong throughout the period and the

business generated strong operating

cash flow of £12.1 million

(FY25: £5.9 million).

The Group enters FY27 with a strong

forward order book and a clear strategic

framework designed to build and support

sustainable and resilient performance.

FY26

£’000

FY25

£’000

Underlying operating profit before specific items andacquisition-related expenditure 13,180 16,731

Acquisition-related expenditure (757) (1,134)

Underlying operating profit before specific items 12,423 15,597

Specific items – Acquisition-related expenditure (3,952) (3,711)

Specific items – Other operating costs (782) (928)

Specific items – Other operating income – 215

Operating profit 7,689 11,173

Acquisition-related expenditure includes the final charge of £2.9 million associated with the acquisition of Southport Maritime

Inc. (FY25: £3.6 million). Other operating costs include £0.4 million (FY25: £0.7 million) relating to the impairment of a right-of-use

leaseasset.

Strategic Report Governance Financial Statements

Underlying earnings per share

24.23p

Strategic Report Governance Financial Statements

Net finance costs

Net finance costs for the year increased

by £1.3 million to £3.3 million (FY25:

£2.0 million). This increase reflects a

£0.7 million fair value loss on forward

currency contracts not designated for

hedge accounting (FY25: £nil), lower

interest income on bank deposits of

£0.2 million and a £0.4 million increase

in foreign exchange losses on financing

liabilities compared with the prior year.

Interest payable on the Group’s revolving

credit facility at £2.2 million was in line

withFY25.

During the year, one of the Group’s

forward exchange contract counterparties

entered administration. Hedge accounting

was discontinued from the point of

identification, giving rise to the fair value

loss of £0.7 million recognised within the

finance costs. This has been treated as

a specific item as it does not reflect the

Group’s underlying hedging strategy.

Taxation

The Group’s underlying effective tax

rate in FY26 was 24.8% (FY25: 26.7%)

reflecting the global nature of the

Group’s operations.

Dividend

Reflecting the board’s confidence in the

Group’s cash generation, balance sheet

and medium-term prospects whilst

also being mindful of disciplined capital

allocation, the board has recommended

a final dividend of 4.5 pence (FY25:

2.5 pence) per share. Subject to

shareholder approval at the AGM on

2July 2026, the dividend will be paid on

7September2026.

The total dividend of 7.0 pence for the

year (FY25: 7.0 pence) is covered 3.5

times by the underlying earnings per

share from operations of 24.23 pence.

The total cash outflow in respect of

dividends paid during the year ended

28February 2026 was £1.6 million (FY25:

£5.5 million), and the Group completed

its £2 million share buyback programme

during the year.

Balance sheet

Net assets at 28February 2026 were

£82.4 million, a decrease of £1.8 million

compared with the prior year (FY25:

£84.2 million). Total assets reduced by

£2.0 million over the period, reflecting

lower trade and other receivables

(£1.7million), property, plant and

equipment (£1.3million) and deferred tax

assets (£1.2million). These movements

were partially offset by increases in cash

balances (£2.9 million) and derivative

assets (£1.8 million).

Total liabilities decreased marginally by

£0.2 million. This primarily reflected the

repayment of the Group’s convertible

loan notes (£2.4 million) and utilisation

of the uncertain commission obligation

provision (£1.9 million), offset by

increased trade and other payables

(£2.6million) consistent with the timing

of activity towards the year end.

Goodwill of £71.4 million was tested

for impairment during the year with no

impairment identified. The Chartering

segment demonstrated headroom of

£7.7 million, providing a strong degree

of comfort. The Corporate Finance

cash-generating unit carries more limited

headroom of £0.4 million, reflecting the

inherently highly variable nature of M&A

success fees in the current market

environment. The board remains focused

on strengthening the Corporate Finance

pipeline to support the sustainable long-

term value of this business.

Borrowings and cash

At the Balance Sheet date, the Group

had access to a £40 million revolving

credit facility with HSBC. The facility

also includes a global cash pooling

arrangement in the UK, USA, Germany

and Singapore supporting efficient

liquidity management across the Group’s

core operating regions. Net debt at the

end of the year, comprising £26.3million

of revolving credit facilities and

£23.4million of cash, was £2.9million

(FY25: £2.5 million), in line with the

Group’s usual working capital cycle.

Cash flow

The Group generated net cash from

operations of £12.1 million in FY26 (FY25:

£5.9 million), reflecting strong profit

conversion and a working capital inflow

of £2.2 million (FY25: £12.0 million outflow)

as receivables and payables were actively

managed. Cash deployment across

financing activities totalled £9.7 million,

comprising the £2.0 million share buyback,

£4.1 million of ESOP share purchases

to support employee participation, £1.6

million of dividends and the final £2.6

million settlement of the Naves convertible

loan notes. Capital expenditure remained

disciplined at £1.4 million.

ESOP Trust

During the year, the Group purchased

1.8 million shares for the ESOP

(£4.1 million) to satisfy commitments

under its DBP and LTIP employee share

schemes. Together with the £2.0 million

buyback programme, total capital

deployed in share-related activity was

£6.1 million in FY26.

At year end, the ESOP Trust held

1,080,697 shares, which management

expects to be sufficient to meet

anticipated near-term vesting

requirements. Full details of the

schemes are provided in Note 6.3.

Braemar Plc Annual Report & Accounts 2026

Financial Review continued

Retirement benefits

The Group’s defined benefit pension

scheme, which was closed to new

members during FY16, recorded a surplus

of £3.5 million at 28February 2026 (FY25:

surplus £2.5 million). This surplus has

been recognised on the balance sheet.

The most recent funding valuation was

carried out as at March 2023 and showed

a surplus of £0.3 million.

Capital management

Capital allocation decisions are made

in the context of the Group’s FY30

ambition to deliver annual revenues of

at least £200 million. The board remains

committed to funding organic and

selective inorganic growth opportunities,

maintaining balance sheet discipline and

returning cash to shareholders in line

with the Capital Allocation Framework,

while preserving the financial flexibility to

invest in the operating platform during

the next phase of growth.

The Group actively manages its capital

structure in response to changes in

economic conditions and business

requirements. This may include

adjustments to shareholder distributions,

capital returns or the issuance of equity

and debt instruments where appropriate.

The Group seeks to maintain positive

cash balances where possible, supported

by the prudent and flexible use of

its revolving credit facility to manage

seasonal working capital requirements.

Going concern

Based on the trading cash flows

generated during the year and the

Group’s available liquidity, the board

considers the Group to be in a robust

liquidity position. The Group will

continue to apply a prudent approach

to working capital forecasting and credit

management. The revolving credit

facility, which expires in November 2027,

provides sufficient headroom to support

seasonal working capital requirements.

Accordingly, the accounts have been

prepared on a going concern basis.

Leadership transition

As announced on 17 February 2026, I will

transition from the role of Group Chief

Financial and Operating Officer and CEO

designate to Group Chief Executive Officer

following the AGM on 2 July 2026.

Since joining Braemar almost three years

ago, the focus has been on building

a finance function that is resilient, well

governed and capable of supporting

the Group through a range of market

conditions. I am confident that the

financial reporting infrastructure, risk

management framework and treasury

capabilities now in place provide a strong

and disciplined foundation for the next

phase of the Group’s development.

I would also like to acknowledge

the strength, professionalism and

commitment of the wider finance

team. They have played a central role in

navigating a period of market volatility

while continuing to raise standards across

financial control, governance and insight.

I have full confidence in the team to

maintain this momentum and support the

Group effectively under new leadership.

The board has commenced the process

to appoint my successor as Group Chief

Financial Officer and an announcement

regarding the appointment will be made

in due course.

Grant Foley

Group Chief Financial and

Operating Officer (CEOdesignate)

20 May 2026

Strategic Report Governance Financial Statements

Our finance team is a

diverse group with different

professional and academic

backgrounds, and many of us

are studying while working

— myself included, as I’m

currently progressing through

my ACCA qualification with

Braemar’s support.

For me, Braemar stands out because

of its people. The talent, knowledge,

and willingness to support one another

is exceptional. I’ve been fortunate

to receive mentorship not just from

my managers, but from colleagues

across the business — something I’m

incredibly grateful for.

The past year has been a busy

but very rewarding period for

the finance team. We’ve made

significant strides in strengthening

our processes and controls.

One of the biggest initiatives for the

next 12 months is the implementation

of a new accounting system. It’s

exciting to be part of a project that will

modernise and support the business

for years to come.

Employee Spotlight…

Angelika Klos, Assistant Financial Controller

Focus on our People

I’m responsible for

compliance across both our

shipbroking and securities

businesses across the Group.

Compliance has never been more

important, with a complex sanctions

environment, ever changing rules and

business demands.

I am very proud of what the team has

achieved during the year (including

being nominated/shortlisted for a

number of ICA awards).

We are currently focusing on AI-

driven compliance solutions that will

revolutionise our onboarding process

for clients, ensuring it happens at

speed while also enhancing the quality

of our data and compliance control.

The Compliance Apprenticeship

Scheme also launched this year, with

one apprentice and one more joining

soon, we’re focusing on developing

their skills and bringing people into

theindustry.

Employee Spotlight…

Ben Rogan, Global Head of Compliance

Braemar Plc Annual Report & Accounts 2026

Principal Risks and Uncertainties

for the year ended 28February 2026

The risks faced by the Group are reviewed throughout the

year against an increasingly complex backdrop of geopolitical

uncertainty, regulatory change and technological developments.

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 and

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 and

Risk Committee and administratively

to the Chief Financial and Operating

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 have 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 and

Risk Committee, and the board.

Oversight and evaluation of the

effectiveness of Braemar’s risk

management framework is led by the

Group Chief Financial and Operating

Officer, supported by the Risk

Committee whose membership includes

the Company Secretary, Head of Internal

Audit and Risk, 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

Principal Risks and Uncertainties continued

Group Risk Governance

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.

Audit and 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

and Risk Committee

in evaluating the

effectiveness of risk

mitigation strategies

and internal controls

implemented by

management.

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

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

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

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

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.

Risk governance includes principal, operational and emerging risks

Principal Risks

The principal risks which may impact the

Group’s ability to execute its strategic

objectives have remained unchanged

since 2025. The risks that follow, whilst

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 and 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 and

Risk Committee review, 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 our operations.

Geopolitical instability, economic

fluctuations, and evolving regulatory

landscapes contribute 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 Know Your Client (“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 and

Operating 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.

Braemar Plc Annual Report & Accounts 2026

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 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 over-reliance on a single broker,

location or revenue stream.

– Quarterly horizon-scanning exercises are

conducted by the executive leadership team

which assesses emerging trends in the

market and identifies areas of the business

that could be targeted by competitors.

– Annual review of compensation and reward

with external benchmarking helps to ensure

remuneration packages continue to be

appropriate and competitive, supporting

theattraction and retention of high-

performing brokers.

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 and

Resilience Strategy with board-level approval.

Implementation of a robust set of risk controls

through adoption of the National Institute of

Standards and Technology (“NIST”) Cyber

Security Framework and ISO 27001 Standard

– IT processes prioritise cybersecurity through

regular penetration testing, endpoint protection,

and a trusted third-party software-defined

wide area networking (“SD-WAN") solution,

software patching, frequent complex password

changes, multi-factor authentication (“MFA"),

strict access control procedures, and tested

IT Disaster Recovery Plans.

– Mandatory security awareness training is

delivered to all employees to reinforce cyber

risk awareness, promote secure behaviours,

and reduce the likelihood of phishing and

other cyber-enabled attacks.

– Outsourced Security Operations Centre

(“SOC”) supporting the wider cyber security

control environment by providing continuous

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

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 as such 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,

disruption to key shipping routes,

and/or changes in the demand

or pricing of commodities could

affect global supply activity.

Note:

Conflict in Russia, Ukraine and

the Middle East, associated

disruption to shipping volumes,

and an increasingly complex global

sanctions regime, have heightened

geopolitical and macroeconomic

risks, and the challenge of

regulatorycompliance.

Political change, ongoing

regionalconflicts, increased

tradetensions, 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, 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 restriction”.

– 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

– Compliance with relevant laws and regulations,

including anti-bribery and corruption regulations.

– 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 advisors 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

function against tiered approval thresholds.

Braemar Plc Annual Report & Accounts 2026

Key

Increased Decreased No change

Risk Summary of impact Mitigating control and management actions

Net risk

change

Currency fluctuations (incl. market volatility)

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.

– Quarterly horizon-scanning exercises are

conducted by the leadership team which aim

to identify emerging trends and disruptive

forces in this area whilst 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 Group’s profit/loss 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

Principal Risks and Uncertainties continued

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.

Inappropriate recognition and/or

consolidation of newly acquired

net assets and profits could

undermine the reliability of the

Group’s financial statements.

– Performance of new business is monitored

through regular dialogue with relevant

business leaders.

– Focus on alignment of systems, processes and

teams to optimise efficiencies, support synergy

realisation and actively retain key leadership and

team members through structured integration

planning and engagement.

– Compliance and legal mechanisms 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, structure 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 or tribunals attributed to

negative behaviours or actions

increases the potential for

reputational damage because

of negative publicity in the

publicdomain.

Loss of key staff or teams

couldresult in reduced revenue.

Strategic growth objectives

may not be achieved if Braemar

fails to attract and retain

valuedemployees.

– Regular review and update of HR policies, to

ensure behavioural expectations, standards

of conduct, and employment practices for

managers and employees are clearly defined

and consistently applied.

– Ongoing development of an engaged

and high-performance culture, supported

by structured performance objectives,

defined career development pathways, and

succession planning for senior management

and other critical roles.

– Regular review of structures within the

business to ensure that they remain well

structured and competitive.

– Annual review of compensation and reward

structures, including external market

benchmarking, to help ensure remuneration

remains appropriate, competitive and

supportive of attracting and retaining high-

performing brokers and key team members.

Braemar Plc Annual Report & Accounts 2026

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,

such as the conflict in Russia,

Ukraine and the Middle East,

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advisors.

– 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 sanction 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.

Key

Increased Decreased No change

Strategic Report Governance Financial Statements

Principal Risks and Uncertainties continued

Going concern

The Group generated net cash from

operating activities of £12.1 million in the

year, above the £5.9 million in the prior

year. The business had a modest net

debt position at the end of the year of

£2.9 million (FY25: £2.5 million net debt),

due to the timing of certain working

capital items. The Group has started the

year in line with expectations although

there remains significant geopolitical

uncertainty, 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 109). 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 2027. 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.

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.

The Group’s bankers, HSBC, remain

highly supportive and 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 110 of this report.

The viability assessment has been

carried out over a four-year period

from the balance sheet date to

28February 2030, 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

33 to 37.

Competition risk and market

consolidation

Competition in the shipping industry

remains 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

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 24/7 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

conflicts, increased trade tensions 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.

Braemar Plc Annual Report & Accounts 2026

People, structure 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.

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% from May 2026 to July 2027 and

stabilised thereafter. Under the 7.5%

cases 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 31% decrease

in forecast revenue from May 2026

through to July 2027.

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

31% and then only during 2027.

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.

Strategic Report Governance Financial Statements

Environmental, Social and Governance

(“ESG”) Report

Managing the business ethically with

a strong governance framework acts

as a guiding principle for Braemar and

the Group is committed to maintaining

these standards to meet operational

excellence. Throughout the year, we

have strengthened our ESG governance

processes to include an ESG Committee.

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 3% 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.

Our ESG strategy outlines

how we will deliver on

our purpose to facilitate

climate-smart shipping.

This acts as our North

Star and helps us navigate

these complex issues with

clarity and confidence.

We are pleased to outline

our achievements here.

Grant Foley Group Chief Financial

andOperating Officer (CEO designate)

andESG Executive Sponsor

We are pleased that throughout the

year our good performance stemming

from the investment we have made

in our people led to operational

excellence – a clear demonstration

that our strategy is working.

We are a people-focused Company,

without whom we would not have a

profitable and sustainable business.

At Braemar, we are committed to being a sustainable

business, delivering growth whilst creating a positive

impact on society.

Braemar Plc Annual Report & Accounts 2026

ESG Goals

Purpose and ESG Objective

ESG Resources

SDG Commitments

Our ESG Strategy

Through our ESG Strategy we demonstrate what is important

tothebusiness, our key objective and the goals to achieve it.

Environment

Reduce operational emissions.

Achieve net zero emissions by 2050.

Protect 10,000km

of marine

biodiversity areas by 2030.

Facilitate responsible and sustainable

shipping within theindustry.

Social

Deliver One Braemar.

Activate global programmes for

bringing diverse talent into the

workforce.

Think globally, act locally to drive

benefit for our communities.

Governance

Collect data and report on

ESG metrics aligned to strategy.

People

Giving our people’s time,

passion and expertise to

benefit society and the

environment.

Profit

Giving a part of our

profittosupport

ourESGwork.

Client offering

Incorporating climate-

smart expertise into our

client services.

Value chain

Collaborating with the

maritime industry to

achieve shared ESG goals.

We believe it takes expertise and experience to secure

sustainable returns and mitigate risk in avolatile world

Our objective is to facilitate climate-smart shipping

Governance Financial Statements

Strategic Report

Environmental, Social

and Governance (“ESG”) Report

continued

Environment

Along with the MEPC session, the IMO will

hold their 21st session of the Intersessional

Working Group (“ISWG”) progressing

on elements like the Life Cycle Analysis

(“LCA”). It remains to be seen whether

those countries calling for higher carbon

levies or those wanting increased use of

transitional fuels will dominate.

While the IMO grapples with these

differing views, 2026 will be the year

where several key regulations are set

for review or see an expansion of

their scope. The IMO Carbon Intensity

Indicator (“CII”) is set for the next

review to determine the appropriate CII

reduction (Z) factors to be used and

could set the tone of the IMO ambition.

In parallel, the EU Emissions Trading

Scheme (“ETS”) will be subjected to its

first review in 2026 and concurrently

be expanded to include greenhouse

gases (“GHG”) into the calculation of

therequired EU Allowances (“EUAs”).

The international shipping

policycontext

Our work, clients and key stakeholders

operate within the wider international

shipping policy context. Environmental

issues have continued to progress

through 2025.

The International Maritime Organisation

(“IMO”) is set to restart talks on the IMO

Net Zero Framework (“NZF”) this year.

The policy, which includes a technical fuel

standard and an economic measure, was

first tabled and approved in April 2025 to

be voted and adopted subsequently in

an extraordinary session in October 2025.

However, due to various challenges, the

IMO member states decided to postpone

the vote by 12 months.

In April 2026, the Maritime Environment

Protection Committee (“MEPC”) held

their 84th session, or MEPC 84, to

continue multilateral talks.

Our Environmental Responsibilities

Braemar Plc Annual Report & Accounts 2026

Braemar Plc – Group energy usage and associated GHG emissions

Scope

Organisation Emissions (tCO

2024/2025 2025/2026

Year on Year

% Change

Scope 1 16.68 16.36 (1.90)%

Scope 2 (location-based) 174.35 145.76 (16.40)%

Scope 2 (market-based) 271.37 250.75 ( 7.60)%

Scope 3 (location-based) 2,185.49 1,972.91 (9.73)%

Scope 3 (market-based) 2,201.42 1,988.97 (9.65)%

Scope 1+2+3 location-based 2,376.52 2,135.03 (10.16)%

Scope 1+2+3 market-based 2,489.46 2,256.08 (9.38)%

The industry in the meantime, has

continued to push ahead with green

initiatives, albeit at a slower pace.

The Zero Emissions Maritime Buyers

Association (“ZEMBA”) has concluded

its e-fuel tender which was awarded

to Hapag Lloyd and the North Sea

Container Line, representing one of the

earliest green freight contracts linked

to a Renewable Fuel or Non-Biological

Origin (“RFNBO”).

The availability of green marine fuels

continues to grow with new offtake

contracts and new bunkering locations

for alternative fuels being developed – the

first UK Biomethanol bunkering service

launched in collaboration with Methanex

and Exolum covering supply, terminal and

refuelling service respectively in the port

of Immingham is a good example. Ørsted

will be the first to utilise this service

for its North Sea offshore wind farm

maintenance vessels supporting the

UK’s clean energy ambitions.

Direct environmental impact

As a broker, our position is to facilitate

climate-smart shipping. Using this as

our purpose we aim to mitigate risk and

seek opportunities to aid our clients

in the green transition and collaborate

within the industry to do so.

Our own operational emissions are

low, 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 our own emissions.

Part of our ESG Strategy is to continue

to look for ways to reduce our carbon

footprint, which is a result of energy

use from our offices, business travel

and employees working from home.

We have set a net zero target to reduce

our Scope 1, 2 and material Scope 3

emissions by 2050 from a 2023 baseline.

Since 2023, we have reduced our

emissions by 15.3%.

Client relationships are at the heart of

Braemar’s business 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 carbon footprint

through the purchase of carbon credits

from the Braemar Offset product via

CHOOOSE. The schemes that these

carbon credits have invested in include:

wind power, solar photovoltaic projects,

conservation initiatives and biomass/

landfill gas projects.

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 10% to 2,135 tCO

(location-based) (FY25: 2,376 tCO

e).

This is mainly due to decreases in

business travel, especially flights taken

for meetings with clients, and also a

small decrease in electricity emissions.

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.

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

which are deemed the most material

to our business following a materiality

analysis:

– business travel,

– employees working from home,

– transmission and distribution of

electricity.

Scope 3 emissions do not currently

include purchased goods and services.

Our carbon footprint has been

calculated using the GHG Protocol

Corporate Standard guidelines,

using the UK emission conversion

factors produced for 2025 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.

Strategic Report Governance Financial Statements

Business travel: air = 88.73%

Electricity = 6.82%

Homeworking: 1.02%

Business travel: road = 0.84%

Gas = 0.31%

Transmission of electricity = 2.26%

Emissions byactivity

Environmental, Social and Governance

(“ESG”) Report continued

Braemar Plc – Group energy usage and associated GHG emissions

SECR reporting year – 1 March 2025 to 28February 2026

Year ended 28February 2026 Prior year ended 28February 2025

UK RoW Total UK RoW Total

Energy consumption (kWh)

Gas 0 36,540 36,540 0 37,8 10 37,810

Electricity 298,678 239,621 538,299 323,915 266,942 590,857

Mileage 4,723 85,078 89,801 1,659 133,480 135,139

Total energy consumption 303,401 361,239 664,640 325,574 438,232 763,806

GHG emissions (tCO

Scope 1

Emissions from combustion of gas 0.00 6.69 6.69 0.00 6.93 6.93

Emissions from combustion of fuel

for the purposes of owned transport 0.00 9.67 9.67 0.40 9.35 9.75

Scope 2

Emissions from purchased electricity

(location-based) 52.87 92.89 145.76 67.07 1 07. 28 174.35

Scope 3

Emissions from transportation and

distribution(“T&D”) of electricity 20.43 27.86 48.29 22.08 26.02 48.10

Emissions from employees working

from home 12.25 9.58 21.83 12.12 16.02 28.14

Emissions from business travel in rental

carsoremployee-owned vehicles 1.45 6.87 8.32 0.00 29.41 29.41

Emissions from flights 812.63 1,081.84 1,894.47 1,368.13 711.71 2,079.84

Total gross emissions 899.63 1,235.41 2,135.04 1,469.80 906.72 2,376.52

FTE 199 187 386 205 200 405

Carbon intensity per FTE (tCO

e/FTE) 4.52 6.61 5.53 7.17 4.53 5.87

Braemar Plc Annual Report & Accounts 2026

Delivering on our purpose to facilitate climate-smart shipping

The Group has a clear ESG purpose

to facilitate 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 the

shipping industry. There is much to do

within this area to change practices

towards a low-carbon economy. The

industry employs approximately eight

million people worldwide from seafarers

to onshore crew. This group 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.

Braemar Offset, our carbon footprint

calculation and offset partnership with

the CHOOOSE platform, is now in its

fourth 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

accelerating climate action.

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

Net zero trajectory to 2050

tCO

Actual

Governance Financial Statements

Strategic Report

Environmental, Social and Governance

(“ESG”) Report continued

Task Force on Climate-related

Financial Disclosures Report

The Group recognises that the international shipping sector accounts for approximately 3% of worldwide greenhouse gas emissions

which presents both risks and opportunities for our business.

We are committed to building towards a report which is fully consistent with the TCFD-recommended disclosures in future years.

However, we are not yet fully compliant with the TCFD recommendations. We are continuing to analyse the impacts of climate

change on our business and better understand the implications of the financial risk of climate change. While we are fully compliant

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.

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.

Governance

Describe the board’s oversight of

climate-related risks and opportunities

Principal risks and uncertainties on pages 31 to 39

Audit and Risk Committee Report on Pages 64 to 67

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

It is informed by the Audit and Risk Committee of risks and opportunities in relation to

climatechange.

The Audit and 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 and Risk Committee via the Group Chief Financial

andOperating Officer (“CFOO”), who has executive responsibility for risk. Further details on

theroles and responsibilities of these two committees can be found on page 64 to 67.

Describe management’s role in

assessingand managing climate-

relatedrisks and opportunities

Principal risks and uncertainties on pages 31 to 39

During FY26, the CFOO, 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.

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 35

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 businesses, 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 businesses, strategy and financial planning.

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

Key: Compliant In progress

Braemar Plc Annual Report & Accounts 2026

Strategy continued

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. The board considers that there is little or no negative

impact in the short term, balanced with possible opportunities.

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

rates, commodity prices, and foreign exchange rates. 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.

Risk Management

Describe the organisation’s processes

for identifying and assessing climate-

related risks

The Audit and 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 64 to 67.

Describe the organisation’s processes

for managing climate-related risks

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

identifying, monitoring and managing climate-related risks. Further detail on the Audit and

Risk Committee’s responsibilities can be found on pages 64 to 67.

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 pages 31 to 37

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 FY27. 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.

Please see the Group’s Scope 1, 2 and 3 inventory on page 44.

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 has set a target to reach a 90% reduction in Scope 1,2 and material Scope 3

GHG emissions by 2050 from a 2023 baseline. The Group has achieved a 15.3% reduction to

date. These targets are further outlined in the ESG section on page 50.

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.

Strategic Report Governance Financial Statements

Our people are at the heart of our business and this year we have strengthened

the foundations of our People strategy, with the appointment of Alison Franklin

as our Chief People Officer – a signal of our commitment to building people

capability with the same focus we apply to our commercial strategy.

People and relationships are central

to our business and a key driver of

performance. In 2025, we invested in

building out the strategy and structures

needed to attract, develop and retain

high-performing talent across our

global platform – while maintaining the

discipline and focus that characterises

our approach to growth. By establishing

the right organisational structures,

we can deliver a globally consistent

and inclusive employee experience,

while reinforcing a people-centred

culture that supports retention

anddifferentiation.

Social

The global nature of our business

underpins everything we do, and

ensuring we have the right people

andskills in the right locations remains

a constant priority. We continued

to support international mobility

during the year, enabling career

developmentacross our offices

andourglobal network.

In 2025, we focused our People strategy

on five priority areas: developing our

leadership capabilities, evolving our

approach to performance and reward,

expanding learning and development

opportunities, strengthening talent

acquisition and retention, and

enhancing people operations to offer

an attractive and consistent employee

experienceglobally.

Investing in our People

Environmental, Social

and Governance

(“ESG”) Report continued

Braemar Plc Annual Report & Accounts 2026

What first struck me was the quality

of the people and the strength of the

business – deep market expertise,

long-standing client relationships, and

a culture built on trust earned over

decades. The business was ready for a

dedicated people strategy to take that

platform further.

My career has focused on building

people functions in fast-moving,

high-performance financial markets

businesses, including broking and private

equity. I understand the culture of these

markets and what theydemand.

For me, it’s simple: in shipbroking, your

people are your business. My job is to

make sure Braemar is an employer of

choice, where talented people can build

long careers. The significant growth

in applications for our trainee broker

programme suggests the market is

starting to recognise that.

Shipbroking attracts a particular

kind of person: entrepreneurial and

tenacious – people who understand

that trust, reputation and relationships

are everything. That energy is already

here at Braemar and it’s something

special. I want to make sure our culture

reflects it: that people feel supported,

know what’s expected of them, take

pride in what they do, and have genuine

opportunities to grow.

Developing and investing in our

people strategy is not separate from

the growth strategy – it is the growth

strategy. The trust our brokers earn

from clients to execute complex

transactions is fundamental to

performance. If we’re not investing in

the people who build and maintain

those relationships, we’re not

protectingthe business.

For our people, that investment means

clear development opportunities and

strong leadership support. For clients,

it means confidence that our people

understand their market, bring deep

expertise and are here for the long

term. And for investors, it’s evidence

that we are building the foundations

needed to support sustainable growth.

The opportunity to build something

that lasts is what drew me to Braemar.

When Braemar approached me, a

friend, who knows this industry well,

told me it was somewhere I could

make a real impact. Six months in, I

can already see a difference, and that’s

exactly why I’m here.

Employee Spotlight

Alison Franklin,

Chief People Officer

Developing and

investingin our people

I joined Braemar in October 2025 as

Chief People Officer, responsible for

how we attract, develop, reward our

people and create an environment

where they can do their best work.

Governance Financial Statements

Strategic Report

Environmental, Social and

Governance (“ESG”) Report

continued

Grace Lin Feng, Head of Sale

and Purchase, Singapore

A long and successful

career in shipping

Grace joined Braemar’s London office

in October 2005. Two decades later,

she is one of the firm’s most respected,

successful and longest-serving Sale

and Purchase/Newbuild brokers.

After graduating from Shanghai

Maritime University, Grace began

her career in the shipping division

of Sinochem, one of China’s largest

trading companies. In early 2002, she

was offered the opportunity to work

for Sinochem in the UK, where she

relocated with her family. In 2005, she

joined Braemar London’s Sale and

Purchase desk, beginning her journey

as a junior Newbuilding broker.

At the outset, she had little idea what

the role would involve. However, with

guidance from Braemar’s senior

leaders at the time, she completed her

first newbuild deal within a year – a

milestone that generally takes junior

brokers three or more years to achieve.

She attributes that early success

mostly to good timing – starting out in

a period when the shipping market was

particularly strong – and to being in the

right place at the right time. Her natural

ability to build relationships, her talkative

and engaging personality and her strong

work ethic no doubt played a major role.

Grace describes her career in

shipbroking saying, “It’s been a hard

journey, this is not just a job for a salary;

you have to have it in your heart.”

A defining strength throughout her career

has been her ability to bridge Eastern and

Western business cultures, which enables

her to navigate complex negotiations

and build long-standing relationships

across the markets she serves. In 2018,

she relocated to Singapore to work more

closely with clients in the region.

Known for her commitment, Grace is

often the last to leave the office. She

works weekends and finds it difficult

to fully switch off even on holiday –

something she considers typical of

her generation of brokers. Regular

swimming and Pilates help her balance

the demands of the role.

What Grace has built over 20 years

with Braemar is more than a client list,

but a hard-won professional reputation.

Gaining the respect of clients who

trust her judgement, and value her

experience is, she believes, what

ultimately wins work and develops

lasting partnerships. She currently

serves as the “godmother” of two ships,

on invitation by their owners whose

deals she has brokered – a reflection of

their trust and support for her.

Grace has witnessed profound changes

in the industry over the decades, and

often reflects that “time has passed so

quickly”. As one of the few women in

a traditionally male-dominated sector,

she has built her standing through

friendship, respect, and consistently

outstanding results.

Organisational development

Our organisational development work

centres on leadership capability,

succession planning, culture and values.

The priority this year was to clarify what

effective leadership looks like at Braemar

– and to build the structures and

succession depth needed to sustain our

performance as the business grows.

Performance and reward

Shipbroking is a highly competitive

market for talent so attracting,

incentivising and retaining top

performers is critical to our success.

We are developing a refreshed global

framework that aligns reward more

directly with performance, strengthens

retention of key individuals and reinforces

our high-performance culture.

Learning and development

We are investing in capability building

across the firm, beginning with leadership

and management development for our

most senior people.

Management training delivered during

the year covered management

styles, performance management,

employment and people practices,

and company culture. It also informed

a more structured approach to future

development priorities.

An area of particular focus is the renewal

of our Trainee Broker programme which

remains one of our most important

pipelines for future talent. Applications

increased significantly this year, reflecting

stronger market positioning and

growing awareness of Braemar as a

destination for early career brokers. We

will expand the programme globally to

broaden access, attract a more diverse

intake, and strengthen the pipeline of

emergingtalent.

Employee Spotlight

Braemar Plc Annual Report & Accounts 2026

Max Sinclair, Tanker Broker

From London to

Singapore – accelerating

a broking career

Career development at Braemar is

not defined by a fixed path, but by

recognising potential, placing trust in

people, and creating opportunities for

them to grow.

Max Sinclair’s journey reflects this

approach. After studying history at

university and considering a career in

corporate law, he was drawn instead

to shipping’s people-focused nature,

international scope, and entrepreneurial

freedom – despite having no prior

connections to the industry.

Joining Braemar as a trainee broker in

London, Max quickly immersed himself in

the fast-paced world of shipbroking. Just

three and a half years into his career, he

was offered the opportunity to relocate

to Singapore to work on the Tanker desk

during a period of change. He accepted

immediately, recognising both the

opportunity and the trust placed in him

at an early stage in his career.

Now the lead tanker broker in

Singapore, Max manages clients

while working closely with colleagues

in London. The role requires a high

degree of accountability, and he sees

the move as a significant vote of

confidence in his abilities.

Max attributes his success to date

to learning directly from experienced

brokers and developing his own style.

“It’s important to be your own person,”

he notes, highlighting the importance

of commercial acumen, tenacity,

resilience and strong communication

ina relationship-driven role.

His day typically begins with analysing

overnight activity and world events,

before shifting to client engagement

as London hours begin. Success, he

believes, depends on understanding

different client needs and building

genuine relationships, which are skills

developed through watching and

asking questions – not from a book or a

lecture. “Shipbroking is not the standard

9-5 – we work hard and get to do a lot

of fun stuff while building relationships

with clients.”

The move to Singapore has accelerated

Max’s career development, exposing

him to new markets, cultures

and responsibilities. Despite the

geographical distance he feels

supported by regular communication

from colleagues and leadership.

Max is particularly proud of

progressing from trainee to leading

a desk internationally in such a short

amount of time.

Employee Spotlight

Talent acquisition

We continued to recruit selectively

across the business – from experienced

brokers to the eight new trainees who

joined in September 2025, as well as

apprentices in a number of teams. Our

approach balances bringing in proven

capability at senior levels with building

the next generation from within.

We are working to strengthen Braemar’s

profile as an employer of choice in our

market. Our long-serving people are an

important part of that story – and we are

working to complement that continuity

with a sharper proposition for the talent

we are looking to attract.

People operations and

employee experience

We are building a more consistent

experience for our people globally –

ensuring that wherever someone is

based they have clear access to the

processes, policies and support they

need throughout their careers.

Employee feedback continues to

shape our priorities. Survey results have

driven near-term improvements and

are informing a broader programme

ofculture and engagement work.

Equality and inclusion

Equity, diversity and inclusion run as

a thread through each area of our

People strategy – from how we hire and

promote, to how we develop people and

reward performance. We are focused on

strengthening fairness and broadening

access to opportunity at all levels of

theorganisation.

As at 28February 2026, women

accounted for 24% of our global

workforce (25% in FY25). At board level,

we are proud to report a more balanced

gender composition, with three women

and three men.

Governance Financial Statements

Strategic Report

Social

Impact

Investing in our

communities

In the past year, our people have come

together to give their time, energy and

resources to fundraise and volunteer for

charities that matter to us.

The maritime sector relies on the

wellbeing of its people, and as a leading

shipbroker we recognise our responsibility

to support that. In the UK, we continue

to support The Seafarers’ Charity and

in FY26, this included sponsoring the

inaugural “Waves of Influence” celebrating

women in maritime and supporting

seafaring families. The event raised

over £50,000 to support families from

seafaring backgrounds facing crisis.

Founded in 1917, the charity funds research,

advocacy and frontline welfare projects to

improve the financial resilience, health and

wellbeing, working lives, safety and social

justice of seafarers worldwide – causes

that sit at the heart of our industry.

We donated over £40,000 to more than

30 charities during the year. This included

sponsoring events such as Mercy Ships’

Cargo Day Gala in Geneva to celebrate

their mission of transforming lives through

the provision of hospital ships.

We continued to sponsor events and

match employee fundraising donations

for charities worldwide, including

Sailors’ Society, which operates a global

helpline and crisis response network for

seafarers and their families, and Ronald

McDonald House Charities in Singapore,

which supports families of seriously ill

children. We also matched sponsorship

raised by employees participating in

events such as marathons.

Environmental, Social and Governance

(“ESG”) Report continued

Braemar Plc Annual Report & Accounts 2026

Governance

These efforts reflect a broader

commitment to ensuring that the

organisation’s governance structures

remain robust, transparent, and aligned

with evolving regulatory expectations.

A key priority has been the

modernisation and consolidation

of core policies. Over the year, a

number of policies were reviewed and

refreshed, including whistleblowing,

fraud prevention, and business ethics.

The updated Whistleblowing policy,

formally approved by the Audit and Risk

Committee, reinforces our commitment

to fostering a culture in which employees

feel empowered to raise concerns safely

andconfidently.

To aid the policy implementation, these

updates have been accompanied by

company-wide training initiatives with high

completion rates, aimed at strengthening

awareness and understanding of key

compliance requirements.

This includes targeted training on

whistleblowing procedures to help

embed ethical standards consistently

across the business.

We have also focused on the oversight

of governance through increased

engagement at board and senior

leadership level. ESG considerations

are now more regularly incorporated

into board discussions, with structured

reporting ensuring that key topics are

reviewed on a consistent basis. During

the year, the Group onboarded a new

Chief People Officer, Alison Franklin, and

with that the role of senior leadership

in driving governance outcomes has

been strengthened, with greater visibility

of people, culture, and compliance

matters now at the highest levels of the

organisation. The board comprises three

women and three men. Elizabeth Gooch,

independent non-executive and senior

independent director, is responsible for

oversight of our ESG framework.

During the reporting period, Braemar strengthened its governance framework

through a comprehensive programme of policy enhancement, increased

oversight, and a renewed focus on ethical business practices.

An ESG Committee has been established

to support the coordination and oversight

of sustainability-related initiatives. This

structure will enable effective cross-

functional collaboration while ensuring

that ESG priorities are aligned with

broader business strategy. These

developments demonstrate a clear

progression toward a more integrated

and proactive governanceframework.

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 58 to 63

of this Annual Report.

We believe that a high

standard of corporate

governance is essential

forthe Group to succeed

in delivering its strategy.

Governance Financial Statements

Strategic Report

The board of directors confirms that, during the year ended 28February 2026, the directors 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, while having regard to the

matters set out in section 172 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 1, 2, 5 and 18-19

Principal decisions on page 55

(b) the interests of the Company’s employees ESG Report on pages 40 to 53

with suppliers, customers and others

ESG Report on pages 40 to 53

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

and the environment

ESG Report on pages 40 to 53

TCFD statement on pages 46 to 47

(e) the desirability of the Company maintaining a reputation

for high standards of business conduct

The Company’s values on page 61

Corporate Governance Report on pages 58 to 63

(f) the need to act fairly as between members of the Company Corporate Governance Report on pages 58 to 63

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 40 to 53 and the Corporate Governance Report on pages

58 to 63 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 2.5 pence and recommended a

final dividend of 4.5 pence per share for approval by shareholders

at the 2026 AGM.

• consequences of decisions in the long term

• interests of stakeholders: shareholders

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

Establishment of South Africa office in July 2025. • consequences of decisions in the long term

• interests of all stakeholder groups

Appointment of new Group CEO. • consequences of decisions in the long term

• interests of all stakeholder groups

Section 172 Statement

Braemar Plc Annual Report & Accounts 2026

Board decision making

in action

Approval of interim dividend of

2.5pence and recommended

a final dividend of 4.5 pence

per share for approval by

shareholders at the 2026

AnnualGeneral Meeting

In November 2025, the board approved

an interim dividend of 2.5 pence per

share in respect of the year ended

28February 2026, which was paid

on 13January 2026 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 6 to 7 of the 2025

Annual Report, the Group revised its

dividend policy in line with the updated

strategic 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 4.5 pence per

share for approval at the forthcoming

Annual General Meeting on 2 July 2026.

Together with the interim dividend of

2.5pence per share, this equates to

total dividends per share for the year of

7pence (FY25: 7 pence).

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.

Establishment of first African

office in South Africa in July 2025

In July 2025, the Group opened an

office in Cape Town, South Africa.

Diversification is one of Braemar’s three

strategic pillars and this diversification

strategy has delivered resilience. The

South Africa office now has three brokers,

offers tanker chartering services and

is led by highly experienced 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. This

latest office opening marks a significant

step towards the targets announced

under Braemar’s strategic framework in

May 2025. The framework supports the

delivery of the Group’s ongoing growth

strategy by driving operational excellence,

diversification and consolidation, with

operational targets for FY26 and financial

targets for FY30, including expansion into

one new jurisdiction by FY26.

Appointment of new Group CEO

On 17 February 2026, Braemar announced

that Group Chief Financial and Operating

Officer, Grant Foley, would succeed

JamesGundy as Group Chief Executive

Officer at the Company’s 2026 AGM.

After stepping down from the board,

James will remain with the business

ensuring a smooth transition and will

focus on his shipbroking activities and

continue to serve his broking clients.

In approving this appointment, the

directors had regard to the interests

of all stakeholders and the impact on

the Company’s long-term strategy.

Grant joined the Company in 2023,

initially as the Group’s Chief Financial

and Operating Officer, bringing with

him a wealth of commercial and

transactional expertise, gained in senior

finance and operational roles, in both

the public and private sectors. Grant

was quickly elevated to Group Chief

Financial and Operating Officer, where

he has been instrumental in helping

grow the business alongside James.

Inmaking this appointment, the directors

were confident that Grant’s extensive

operational experience and knowledge

of the business meant that he was

ideally placed to the lead the Group

inthe next stage of its growth.

This Strategic Report was approved by

the board of directors on 20 May 2026.

Signed on behalf of the

boardofdirectors by:

Grant Foley

Group Chief Financial

andOperating Officer

20 May 2026

Strategic Report Governance Financial Statements

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 40 to 53.

Our

employees

– Employee handbook

– Whistleblowing

– Health and safety

Refer to the ESG Report on pages 40 to 53

Social

matters

Refer to the ESG Report on page 52.

Human

rights

– Anti-slavery

– GDPR

Refer to the ESG Report on page 53.

Anti-bribery

and corruption

– Anti-Bribery and Corruption

– Anti-Tax Evasion

– Anti-Fraud

– Anti-Money Laundering/Know Your Customer

– Entertainment, Meals and Gifts

Principal risks and uncertainties on page 34.

Audit & Risk Committee Report on pages

64and 67.

Our business

model

For more information, refer to pages 10 to 11.

Principal risks –

riskmanagement

For more information, refer to pages 31 to 39.

Non-financial key

performance indicators

Refer to page 21 for the non-financial key

performance indicators.

Braemar Plc Annual Report & Accounts 2026

Employee Spotlight... Clinton and Bryn, Head of Tankers, South Africa

Despite a challenging

year with the wider

macroeconomic situation,

the desk has embraced and

navigated these challenges

really well and increased its

output whilst investing in its

people and their careers.

We’ve focused on bringing the right

people into the business and building

our presence in a dynamic space

which I’m pleased to say has paid

off. What’s great about Braemar is

its established physical presence,

respected market name and clear

evidence of tech innovation across the

business and this is something which

stands it apart from its competitors.

Looking forward I am focused on

improving our market share and taking

some of the opportunities out there

for ourselves, whilst nurturing the

junior talent we have onboard, and

developing our securities business.

Employee Spotlight…

Adam Mason, Head of Dry FFAs Securities

Opening Braemar’s first

African office in Cape Town

has been hugely exciting,

building on the brand’s well-

known heritage, and taking

its expertise and knowledge

out to the local market.

We’ve been on an education mission,

and using the in-depth analysis and

reporting from our wider teams,

have been focused on leveraging

our established relationships and

informing people about Braemar’s

distinctive offer.

We’ve started in South Africa but

there are real opportunities with new

markets opening up and we are in a

prime position to get involved from

the beginning, but with the backing

of a global and well-respected

company behind us. There will also

be opportunities as the world adapts

to macroeconomic headwinds, and

trade routes are changing. As a broker

your commodity is your information,

and the analysis and detail we’ve

been able to share with clients

through Braemar’s expert analysis

and data has been invaluable.

Focus on our People

Governance Financial Statements

Strategic Report

Compliance statement

The UK Corporate Governance Code

2024 (the “Code”) applied to the financial

year ended 28February 2026. Provision

29 of the Code will apply to the financial

year ending 28February 2027. Acopy of

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

The Corporate Governance 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 FY26. The table below

signposts the key sections of the

AnnualReport.

Throughout the financial year ended

28February 2026, the Company applied

all of the principles and fully complied

with all the provisions of the Code.

AGM 2025

The board notes that although all

resolutions were passed with the

requisite majorities at the 2025 AGM,

the resolution to re-elect James Gundy

as a director of the Company received

(from those shareholders that voted)

more than 20% of votes against the

board’s recommendation. 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 Nomination Committee continued

to believe that Group CEO, James

Gundy, was the right person to continue

to lead the business notwithstanding

the votes against his re-election. The

Chairman and executive directors meet

with various shareholders throughout

the year. The board continues 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.

Corporate Governance Report

UK Corporate Governance Code

All data as at 28February 2026.

Board composition,

gender balance

and ethnicity

Application of UK Corporate Governance Code principles Page references

1. Board leadership and Company purpose

Chair’s introduction 59 to 61

Our board 62 to 63

Purpose, values and strategy 1, 2, 5, 18 and 61

Culture 61

Board stakeholder engagement and decision making 54 to 55 and 60 to 61

Key performance indicators 20 and 21

Risk management 31 to 39

2. Division of responsibilities

Our board and governance structure 60 to 63

Independence and time commitments 60

Committee reports 64 to 91

Board and Committee meeting attendance 60, 64, 68 and 71

3. Composition, succession and evaluation

Nomination Committee report 68 and 69

4. Audit, risk and internal control

Audit and Risk Committee report 64 to 67

Directors’ responsibilities statement 93 and 94

Risk management 31 to 39 and 67

Principal risks and emerging risks 31 to 39

Going concern 29, 38, 66, 110 and 168

Viability statement 38

5. Remuneration

Directors’ remuneration report 70 to 90

Directors’ remuneration policy 74 to 83

Board composition

CEO, CFO, Senior Independent

Director and Chair 3 Male and 1 Female

Executives 2 Male

Board gender

Male 3

Female 3

Board ethnic diversity

White British 6

Braemar Plc Annual Report & Accounts 2026

Nigel Payne, Chairman

Letter from

our Chairman

As Chairman of

BraemarPlc, I am

pleasedto introduce

this year’s Corporate

Governance Report.

The board and its

Committees support

executive management

in the development,

refinement and

execution of the Group’s

growth strategy.

Dear shareholder

This report outlines Braemar’s approach

to governance, the board’s focus during

FY26 and how the board provides

effective leadership to ensure the long-

term sustainable growth and success

of Braemar.

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. The board has been actively

working to meet the requirements of the

UK Corporate Governance Code 2024

(“the Code”) which applies to financial

reporting years beginning on or after

1 January 2025. Accordingly, for the

financial year ended 28February 2026,

we report under the Code.

The board is pleased to report that

throughout the financial year ended

28February 2026, the Company applied

all of the principles and fully complied

with all the provisions of the Code.

In my Statement, set out on pages

6to7, I comment on the Group’s robust

financial performance in FY26 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 critical

oversight and challenge to executive

management in the development,

refinement 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

pages 40 to 53 of this Annual Report.

This Corporate Governance Report,

which comprises the Compliance

Statement on page 58, this letter, the

Audit and Risk Committee Report

on pages 64 to 67, the Nomination

Committee Report on pages 68

to 69, together with the Directors’

Remuneration Report on pages 70

to 90, describes how the board and

its Committees operate and how the

Company has applied the Code during

the year ended 28February 2026.

Chairman’s Introduction

Governance Financial StatementsStrategic Report Governance

Below I highlight some of the

governance activities that took place

during FY26:

Board oversight of strategy

execution and sustainable growth

During FY25, a review of the Group’s

strategy was conducted. This review

culminated in the updated strategic

framework, details of which are set out

on page 18. During FY26, the board

continued to oversee the execution

of the Group’s growth strategy and

assess delivery against the various

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 and

Operating 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. Executive management

is responsible for 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 with diverse experience

and personal skillsets; the skills section

in the director biographies on pages

62 to 63 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. Throughout FY26,

the board reviewed progress against

the actions agreed in FY25 and agreed

that a full performance review would be

conducted in FY27 given the changes in

executive management.

As set out in my Statement on pages

6 to 7, Grant Foley will succeed James

Gundy as Group Chief Executive Officer

at the Company’s Annual General

Meeting (“AGM”) to be held on 2 July

2026. James Gundy will step down as

Group CEO and as a director of the

Company at the AGM, after which James

will remain with the business and focus

on his shipbroking activities. As noted

in our FY25 annual report, previous

Group Chief Operating Officer, Tristram

Simmonds, stepped down from the

board on 7March 2025.

The search for a replacement Group

Chief Financial Officer remains in

progress at the date of this Annual

Report, and an announcement will be

made at the appropriate time.

With respect to diversity on the board,

50% of the board directors are women

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 duties 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 receive 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 seven times during the

year (FY25: seven) and the attendance

by each of the directors is set out below.

Meeting attendance

Board member Attended

Non-executive directors

Elizabeth Gooch

7/ 7

Joanne Lake 7/ 7

Nigel Payne 7/ 7

Catriona Valentine 7/ 7

Executive directors

Grant Foley

7/ 7

James Gundy 7/ 7

Tristram Simmonds 0/0

Board Committees

The board has three standing

Committees: Audit and 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 64 to 90 of this Annual Report.

The Remuneration Committee Report

on pages 70 to 90 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.

Corporate Governance Report continued

Braemar Plc Annual Report & Accounts 2026

The Group also has a Risk Committee.

The Risk Committee reports to the

Audit and 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 and Operating Officer; the Chair

of the Audit and 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.

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 pages 93 to 94 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. The Audit and

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 and Risk Committee is supported

by the Risk Committee and the internal

audit function in this respect. More

information on the work of the Audit and

Risk Committee and the internal audit

function can be found in the Audit and

Risk Committee Report on pages 64 to

67 of this Annual Report. 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 31 to 39 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 40 to 53 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 and Operating

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 2025 AGM, one resolution 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 this resolution is included

in the Code Compliance statement

on page58. 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

20 May 2026

Strategic Report Governance Financial Statements

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

Chief Executive Officer, the Group Chief Financial and Operating

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

and Operating Officer

(Group CEO designate)

Nigel Payne

Non-executive

Chairman of the Board

Appointment date

1 January 2021

Background and

relevantexperience

James has over 40 years’ shipbroking

experience specialising in Tankers,

Long-term Time Charter and Sale

and Purchase/Newbuilding 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.

External appointments

None.

Skills

Shipbroking, leadership, mergers and

acquisitions, business development,

sales, marketing, investor relations

and strategy.

Appointment date

1 August 2023

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 where

as Chief Financial Officer 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. On

17 February 2026, the board announced

that Grant Foley would succeed James

Gundy as Group CEO at the Company’s

AGM to be held on 2 July 2026.

External appointments

None.

Skills

Finance, leadership, investor relations,

mergers and acquisitions, strategy

compliance and risk management.

Appointment date

1 May 2021

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, Gateley Holdings

PLC and Ascot Betting and Gaming Ltd.

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.

Skills

Leadership, strategy, business

development, mergers and acquisitions,

investor relations, finance and governance.

NRA N RA N RA

Board of Directors

Braemar Plc Annual Report & Accounts 2026

Elizabeth Gooch, MBE

Non-executive director and

senior independent director

(from 1 April 2022)

Joanne Lake

Non-executive

director

Catriona Valentine

Non-executive

director

Appointment date

1 August 2021

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 now 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 growth

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.

External appointments

Non-executive Chair of Skyfarer Ltd,

and Bots For That Ltd.

Skills

Governance, compliance, financial

reporting, investor relations and equity

fundraising.

Appointment date

1 March 2022

Background and

relevantexperience

Joanne has over 40 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.

External appointments

Non-executive Chair of Made Tech

GroupPlc. Non-executive director of

Gateley (Holdings) Plc, Pollen Street

Group Limited.

Skills

Capital markets, equity fundraising,

mergers and acquisitions, strategy and

growth companies.

Appointment date

16 May 2023

Background and

relevantexperience

Catriona was appointed to the board

in May 2023. A corporate and financial

communications professional, she

specialises in reputation management,

crisis and issues management, and

investor relations. With over 30 years’

experience in UK equities and capital

markets, Cat’s transactional experience

is considerable, having advised AIM and

Main Market growth company leadership

teams through MA strategy execution,

crisis and other special situations, sale

exits and hostile takeovers.

She is currently owner and director of

Rawlings Financial PR Limited, having

previously held executive board positions

at two well-known independent City

communications agencies.

External appointments

Director of Rawlings Financial PR Limited.

Skills

Corporate communications,

investor andmedia relations, equity

capital markets and organisational

development.

Committee Memberships

Audit and Risk Committee

Nomination Committee

Remuneration Committee Chair of Committee

RA N RA N RA N

Strategic Report Governance Financial Statements

Report of the Audit and Risk Committee

On behalf of the

board, I am pleased

to present the Audit

and Risk Committee

Report for the year

ended 28February

2026.

Joanne Lake,

Chair of the

Audit and Risk Committee

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 financial experience.

The qualifications and experience of the

members of the Committee can be found

in the director biographies on pages 62 to

63 of this Annual Report.

Only members of the Committee have

the right to attend meetings; however,

standing invitations were extended to

the Group Chief Executive Officer, Group

Chief Financial and Operating Officer,

Group Finance Director, Group Financial

Controller, Company Secretary and

representatives of the internal auditor and

external auditor. The Company Secretary

acted as secretary to the Committee.

Representatives of 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 eight meetings during

the year, the attendance of which is set

out on this page.

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. 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 a

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.

Meeting attendance

Committee member Attended

Joanne Lake 8/8

Elizabeth Gooch 8/8

Catriona Valentine 8/8

The role of the Audit and Risk Committee (the “Committee”) during the financial year was largely

consistent with that of 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.

Braemar Plc Annual Report & Accounts 2026

The following sections describe the work

of the Committee during the year ended

28February 2026.

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

and Operating Officer, together with

reports presented by the external auditor

summarising the findings of their annual

audit and half-year reviews.

The key areas of estimates and

judgements considered for the year

ended 28February 2026 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 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. Due

to lower headroom in the current year,

the Audit Committee has reviewed the

sensitivity of the value-in-use calculations

to changes in key estimates, and has

noted that there are reasonably possible

changes in assumptions that could result

in an impairment being recognised.

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 reasonableness.

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

transactions between 2006 and 2013.

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 reviewed as

part of the investigation. During the year,

the provision was utilised, and based on

the Group’s current information, the board

believes that no further provision is required.

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.

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.

Strategic Report Governance Financial Statements

Report of the Audit and Risk Committee continued

The Committee considered the work

and approach taken by management

in determining whether there were any

indicators of impairment. The work

performed by management showed

that there were indicators of impairment

in certain of the Company’s subsidiary

holdings. As a result, an impairment

review was performed in relation to

those investments. The key inputs were

generally consistent with those referred

to above in relation to the impairment

review for goodwill. The review resulted

in recognition of an impairment of £3.1

million to the Company’s investment

in Braemar Madrid S.L. Similar to the

work performed on the Goodwill review,

the Audit Committee has reviewed

the sensitivity of the value-in-use

calculations to changes in key estimates,

and has noted that there are reasonably

possible changes in assumptions

that could result in an impairment

beingrecognised.

Further information is provided in Note 8

to the Company Financial Statements.

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 pension scheme

continues to be in an actuarial surplus

position, net of tax, at 28February 2026

(measured on an IAS 19 “Employee

Benefits” basis) of £3.5 million (28February

2026: £2.5 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

31to 39.

External audit

BDO LLP was reappointed as external

auditor at the 2025 AGM for their eighth

year as auditor to the Group. The lead

audit partner at BDO LLP responsible

for the external audit is, for his second

year, David Campbell. During FY24,

a tender for the external audit was

conducted; three firms were invited to

participate, including BDO LLP. Following

this tender process, the Audit and Risk

Committee recommended that BDO

LLP be reappointed as the Group’s

externalauditor.

The Group has a clear policy for the

approval of non-audit services. Any

services BDO LLP 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 (which includes

fees related to the half-year review)

represent 12% of the total fee paid to BDO

LLP (FY25: 10%). 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.

Braemar Plc Annual Report & Accounts 2026

In addition, the Committee 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.

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

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 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 31 to 39 of this

Annual Report. The plan is reviewed and

updated at least annually to help ensure

key risks and any 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

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 of key security controls, Australian

financial controls, MI reporting and a

Failure to Prevent Fraud (a new offence

introduced by the Economic Crime

and Corporate Transparency Act 2023)

readiness assessment. As part of the

board’s preparations for compliance with

Provision 29 of the 2024 UK Corporate

Governance Code (“2024 Code”),

areadiness assessment against the

requirements of the 2024 Code continued

throughout FY26 and the board continues

to review the output of this to support its

compliance. Management action plans

have been 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 Committee.

Risk and internal

controlframework

During the year, the 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 Committee’s

ongoing responsibilities in this area, saw

the Audit and 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, KYC,

entertainment, meals, gifts, tax evasion,

and whistleblowing;

– reviewing the design and ongoing

implementation 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 31 to 39 of the Annual Report.

Joanne Lake

On behalf of the Audit

andRiskCommittee

20 May 2026

Strategic Report Governance Financial Statements

Report of the Nomination Committee

On behalf of

the board, I am

pleased to present

the Nomination

Committee Report

for the year ended

28February 2026.

Nigel Payne,

Chair of the

Nomination Committee

I chair the Nomination Committee and

it comprises three independent non-

executive directors. The Committee met

once during the year (attendance at

the meeting is set out in this report) to

consider board composition, succession

planning and the board evaluation.

Board changes

The board’s composition and balance

are matters the Committee keeps under

regular review. The previous Group

Chief Operating Officer, Tristram (“Tris”)

Simmonds stepped down from his

role on the board on 7 March 2025 to

explore other opportunities. As set out

in my statement on pages 6 to 7 and

my introductory letter in the Corporate

Governance Report on page 60, Group

Chief Financial and Operating Officer

Grant Foley will be promoted to Group

Chief Executive Officer with effect

from 2 July 2026, at which point James

Gundy will step down from his role as

Group Chief Executive Officer and as a

director of the board. Thereafter, James

will remain with the business ensuring

an orderly transition and to focus on his

shipbroking activities. The search for

a replacement Group Chief Financial

Officer remains in progress and the

Company will make an announcement

atthe appropriate time.

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 the board 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. In October 2025, the

Group appointed a highly experienced

Chief People Officer (“CPO”) to lead the

HR/People strategy. Part of the CPO’s

remit includes reviewing Braemar’s

leadership structure and ensuring this

structure is well suited to the delivery

of the Company’s growth strategy.

The CPO has also been working with

senior management to strengthen

and add further structure to Braemar’s

succession arrangements.

Meeting attendance

Committee member Attended

Nigel Payne 1/1

Elizabeth Gooch 1/1

Joanne Lake 1/1

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.

Braemar Plc Annual Report & Accounts 2026

More information on how the Company

invests in the training and development

of its people can be found in the ESG

Report on pages 40 to 53 of this Annual

Report. Where necessary, the Company

also considers how best to fill potential

vacancies with external candidates. 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 Annual

Report, approximately 14% (FY25: 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 FY25 board

evaluation and agreed that a full

performance review would be conducted

in FY27 given the changes in executive

management.

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 and Analysis

function. There was a clear focus on

the growth strategy and strategic

framework in FY26 and this was reflected

in the board reporting. The internal audit

function also carried out an internal audit

of management information reporting

during the year which resulted in a positive

opinion with only two low-rated findings

being raised. This review provided further

assurance to the board on the significant

improvement in management information.

Another key area of focus following the

FY25 board evaluation was the need

to improve employee engagement

and ensure there is appropriate focus

on people and culture; there has been

significant improvement in this regard.

As noted above, a CPO was appointed

in October 2025 and her focus has been

on developing Braemar’s HR/People

strategy; various workstreams are already

well underway as part of this, and further

details on this can be found in the ESG

Report on pages 40 to 53. In addition, the

board now receives a regular report from

the CPO at each board meeting ensuring

that People issues are given appropriate

attention by the board.

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

20 May 2026

Governance

Financial StatementsStrategic Report

Directors’ Remuneration Report

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;

– 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 and Operating

Officer, and the Company Secretary, all

of whom attended various meetings at

the invitation of the Committee. They did

not, however, 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 £12,902 (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.

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

other 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 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 FY26, 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;

On behalf of the board, I am pleased to introduce the Directors’ Remuneration Report for the year

ended 28February 2026 (“FY26”). 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 2026 AGM. This year this includes the three-yearly renewal of our

Directors’ Remuneration Policy (“Policy”).

On behalf of

the board, I am

pleased to present

the Directors’

Remuneration Report

for the year ended

28February 2026.

Elizabeth Gooch,

Chair of the Remuneration

Committee

Braemar Plc Annual Report & Accounts 2026

– Proportionality and alignment to

performance: we seek to pay no

more than is necessary and ensure

that a substantial portion of executive

reward is aligned to profitability and the

delivery of the Group’s growth 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; and

– 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 may arise from our incentive plans.

Activity during the year

Six meetings were held during the year;

the attendance of which is set outbelow.

Meeting attendance

Committee member Attended

Elizabeth Gooch 6/6

Joanne Lake 6/6

Catriona Valentine 6/6

Our performance in FY26 and

our review of the Directors’

RemunerationPolicy

Performance and reward in FY26

Despite the challenging macroeconomic

environment in FY26, the Group

delivered a solid operational and financial

performance. Details of the Group’s

performance in FY26 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 14.

Progress was made on a number of

objectives within our updated strategic

framework, announced in May 2025.

These initiatives are important as they will

drive future performance.

The Committee agreed that a bonus

of £1.143m be awarded to the Group

Chief Executive Officer, James Gundy

in respect of FY26. As James leads the

shipbroking division, his bonus outcomes

are partly related to the financial

outcomes of our shipbroking division (and

specifically profits from a percentage of

either personal and/or desk revenues)

(FY25: £nil).

To recognise his contribution to and

leadership of strategic initiatives

undertaken in FY26, the Committee

decided to award a bonus of £400,000

(100% of salary) to our Group Chief

Financial and Operating Officer, Grant

Foley. This also included an element

related to the performance of Braemar

Securities within which the brokers’ bonus

arrangements were applied.

The performance conditions for our

2023 LTIP awards, based on growth in

EPS measured across the three years to

28February 2026, were not attained and

these awards have not vested.

Board transition

On 17 February 2026, we announced

that James Gundy would step down as

our Group Chief Executive Officer, and

as a director of the Company, at the

Annual General Meeting to be held on

2 July 2026, after which he will remain

with the business and focus on his

shipbrokingactivities.

Grant Foley, currently the Group’s Chief

Financial and Operating Officer, will

succeed James as the Group Chief

Executive Officer from that date.

An update on the search for a

replacement Group Chief Financial

Officer will be made in due course.

Strategic Report Governance Financial Statements

Directors’ Remuneration Report continued

Review and renewal of our Directors’ Remuneration Policy

The significant changes within our executive team, summarised above, have had a material impact on the Committee’s approach

to the review of our Directors’ Remuneration Policy which was undertaken in FY26 in preparation for the three-yearly renewal of

thePolicy.

The approach which we have taken, towards the pay-related aspects of this transition of leadership, and will seek to implement

through our new Directors’ Remuneration Policy is summarised below.

Summary of our remuneration approach

forJamesGundy as Group CEO

Summary of proposed remuneration approach for

Grant Foley following appointment as Group CEO

Summary of proposed FY27 remuneration package

for Grant Foley as Group CEO

James was both our Group CEO, a leading

shipbroking professional (direct fee-earning)

and leader of the shipbroking business

• James’ fixed pay reflected his role as a

Group CEO

• James’ main performance incentive

arrangement is via annual participation

in the “brokers’ bonus plan”, which is

directly linked to the performance of the

shipbroking business (and profits from

either personal and/or desk revenues),

and operates consistently with the

norms and practices of the shipbroking

industry, including being uncapped

• Year-on-year participation in the brokers’

bonus plan (in which an element is

always deferred) allowed James to

build a significant shareholding in the

company (equivalent to c.3.1% of total

issued share capital)

• James also participated in a traditional

LTIP plan each year as Group CEO

(annual share awards worth 100%

of base salary; EPS pre-vesting

performance conditions over 3 years).

• Within James’ overall package, the

LTIP played a less significant role than

(1) the brokers’ bonus in providing

appropriate incentivisation, and (2)

James’ acquired long-term shareholding,

in terms of providing direct alignment to

shareholder experience

Grant will be the Group CEO.

We propose the following package

which reflects his role as a Group CEO

and acknowledges his other leadership

roles in the context of the wider

shipbroking industry, in which incentive

opportunities for business leaders are

higher than typical market norms:

Accordingly, for Grant it is proposed that:

• Grant’s annual bonus as Group CEO

will be a broadly PLC-style bonus, with

a cap on annual maximum values and

with performance metrics based on a

scorecard of financial and non-financial

metrics for the Group; and

• Our current LTIP be replaced with a

“restricted shares” style plan. This is

to ensure Grant’s straightforward and

direct alignment with our shareholders

from his appointment as Group CEO

and to give him the opportunity to

build a meaningful shareholding in

theCompany.

Fixed pay

• Base salary of £500,000 p.a. (aligned

to that for James Gundy as our

GroupCEO)

• Pension – 5% level aligned with

the majority of firm-wide UK

contributionlevels

• Benefits – continuing levels from

Group Chief Financial and Operating

Officerrole.

Annual bonus

• Maximum annual bonus of 200% of

base salary p.a.

• On-target bonus of 100% base

salaryp.a.

• Bonuses above on-target level only

available for delivery of stretching

Groupperformance targets

• Annual scorecard of financial and

non-financial metrics

• Part deferral of outcomes as at present

(10% of all annual bonus outcomes

deferred in shares for three years)

Long-term share plan

• Restricted shares-style plan. Awards

vest after three years with a further

two-year holding period

• Normal annual award of up to 100%

base salary

• Initial award of 200% base salary in

2026: purpose is to establish material,

straightforward and direct shareholder

alignment from appointment as

GroupCEO

In terms of the proposed quantum of the FY27 package for Grant Foley, the illustration below shows the proposed total on-

target remuneration for Grant Foley as our Group CEO compared with the total on-target remuneration of our current Group CEO

JamesGundy (taking the average of the last three paid bonuses under the brokers’ bonus as an “on-target” outcome for brokers’

bonus participation). For Grant, we show the total on-target remuneration position for both an on-going annual share award (up to

100% of base salary) and the initial FY27 share award (200% of base salary).

Braemar Plc Annual Report & Accounts 2026

CEO ongoing

CEO initial year

Former CEO

Basic salary Pension/benefits Annual bonus LTI

£0 £500 £1,000 £1,500 £2,000 £3,000£2,500 £3,500

Implementation of our Policy

in FY27

The proposed implementation of our

Directors’ Remuneration Policy for our

Executive Directors in FY27 is

summarised above.

In early 2026, the base non-executive

director fees were reviewed and from

1 March 2026 were increased by £1,500

to £56,500 (£55,000 in FY26). This

increase is in line with the salary

increases awarded to the majority of

employees across the UK. The

Remuneration Committee Chair fee and

the Audit & Risk Committee Chair fee

were reviewed and increased from

£10,000 to £15,000. There will be no

change to the Chairman’s fee in FY27.

Format of the Directors’

Remuneration Report and

matters to be approved at our

2026 AGM

The remainder of this Directors’

Remuneration Report comprises

twosections:

1. Our Directors’ Remuneration Policy

which will be presented for approval by

our shareholders at the 2026 AGM; and

2. The Annual Report on Remuneration,

which sets out the details of how

our current Policy was implemented

during FY26, and the decisions

taken in relation to the prospective

application our proposed new Policy

in FY27. As is normal, shareholders will

be asked to approve the Directors’

Remuneration Report (comprising both

the Annual Report on Remuneration

and this introductory statement) at the

2026AGM.

At the 2026 AGM, shareholders will also

be asked to approve the establishment

of the Braemar Restricted Share Plan

which is to be operated in conjunction

with the proposed new Directors’

Remuneration Policy.

We trust that our shareholders will

continue to support the direction which

we propose to take for remuneration for

our executive team and vote in favour

of all three of the remuneration related

resolutions at our 2026 AGM.

The proposals for our new Group CEO

package (as expressed in the new

Directors’ Remuneration Policy) are,

we believe necessary to retain Grant,

to incentivise him appropriately in the

context of our industry and to weight his

reward package significantly towards

equity-based pay and to ensure direct

alignment with the experience of our

shareholders. Taken together, the

Committee views our proposals as

clearly in our shareholders’ best interests.

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.

Elizabeth Gooch

On behalf of the

RemunerationCommittee

20 May 2026

On-target total remuneration for Grant Foley

Strategic Report Governance Financial Statements

Remuneration Policy

This part of the Report sets out the Directors’ Remuneration Policy

(the“Policy”) as determined by the Remuneration Committee. The Policy

willbe submitted to the 2026 AGM for shareholder approval.

If approved by shareholders, the Policy will formally take effect from the date of the 2026 AGM and will apply for three years

beginning with the date of its approval, unless a new policy is presented in the interim.

How the Policy was determined and changes from the 2023 Policy

In preparing the Policy for approval at the 2026 AGM, the Committee has approved a number of changes. These principally reflect

the changes in our executive directors in FY27 as detailed in the Remuneration Committee Chair’s introductory statement to the

Directors’ Remuneration Report. In summary:

– Grant Foley will become our new Group CEO from our 2026 AGM. Grant’s package as our Group CEO will reflect structures

normally established for UK PLC executive directors, albeit with these further reflecting pay practices within the shipbroking

industry

– James Gundy will remain our Group CEO until the 2026 AGM, and accordingly our Policy must retain the “brokers’ bonus”

structure in which James participates (including for the part of the FY27 financial year when James will be our Group CEO). It will

accordingly remain within the Policy for the three year Policy period, although the implementation of the Policy for Grant (as the

sole executive director) will be as described

– We will establish a new Restricted Shares Plan to replace the current LTIP

The Committee is satisfied that all of the proposed changes in the Policy continue to align with our remuneration philosophy, as set

on pages 70 to 71.

Policy table for executive directors

Base salary

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

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 where 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);

and

– 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. No material changes.

Braemar Plc Annual Report & Accounts 2026

Benefits

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

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).

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. No material changes.

Pension

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

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. No material changes.

Strategic Report Governance Financial Statements

Annual bonus

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

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79.

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

200% of base salary p.a.

On-target annual bonus

for executive directors who

do not undertake broking

activities will be 100% of

base salary p.a. and bonuses

above on-target outcomes

will only be earned for

delivery of stretching Group

performance targets.

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.

Participation in the

Brokers’ Bonus for

those executive

directors who

undertake broking

activities remains

available.

Where executive

directors do not

undertake broking

activities, they will

participate in a

normal executive

directors’ annual

bonus, with a range

of performance

measures set

annually and for

which (from FY27)

the maximum annual

bonus opportunity is

200% of base salary

(with on-target at

100% base salary).

Remuneration Policy continued

Braemar Plc Annual Report & Accounts 2026

Long-term incentive – Restricted Shares Plan (“RSP”)

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

To provide a

straightforward

and retentive

element of

remuneration

which aligns

the reward of all

executive directors

with the long-term

experience of

shareholders.

Incentivises long-

term decision

making as the basis

for sustainable

growth.

Awards will be made under a

new 2026 Restricted Shares

Plan (“RSP”) to be approved

by shareholders at the 2026

Annual General Meeting.

RSP awards are discretionary

and will normally vest subject

to continued employment

and the satisfaction of the

underpin after no less than

three years.

Vested RSP awards are

subject to an additional two-

year holding period.

All awards are subject to the

discretions contained in the

relevant plan rules.

Awards are subject to malus

and clawback provisions, as

described in more detail on

page 79.

The usual maximum award

opportunity in respect of a

financial year is up to 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. This will

include the first awards to be

made after the Group CEO's

appointment in 2026.

RSP awards are not subject

to performance measures

but vesting is subject to

the achievement of an

underpin normally reviewed

over the three financial

years commencing with the

financial year in which awards

are granted.

In assessing the underpin, in

normal circumstances the

Committee may consider the

Group’s overall performance,

including financial and non-

financial performance over

the course of the vesting

period and any material risk/

regulatory failures identified.

Specifically, it will seek

evidence of positive progress

against the Group’s financial

and strategic objectives

asfollows:

– Financial health of the

business, considering

various financial metrics.

– Strategic priorities.

– Stakeholder experience.

In considering these factors,

the Committee will assess

performance in the round,

with the expectation of full

vesting unless there has been

a lack of material progress

towards a stated objective,

or it has identified material

underperformance over

the period. The Committee

may scale back the awards

(including to zero) if it is not

satisfied that the underpin

has been met, and there is no

threshold level of vesting.

Replacement of prior

LTIP plan with the

new RSP.

Strategic Report Governance Financial Statements

Shareholding requirements

Purpose and

link to strategy

Operation Maximum

opportunity

Performance

measures

Changes from

priorPolicy

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 awards under

other plans (including the

RSP) 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 RSP

or other share plans until the

shareholding requirement

ismet.

The Committee shall retain

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. No material changes.

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 awards under the

RSP or other share plans may

be included, in both cases on

a net of tax basis.

The requirement will not apply

to shares purchased directly

by the executive director.

Not applicable. Not applicable. No material changes.

Discretions retained by the Committee in operating the incentive plans

The Committee operates the Company’s various incentive plans according to their respective rules and in accordance with HMRC

rules where relevant. To ensure the efficient administration of these plans, the Committee may apply certain operational discretions

including those described below.

Awards under any of the Company’s share plans referred to in this Directors’ Remuneration Report may:

– be granted (if at all) at such times and within the limits of the plans and policy as conditional share awards or nil-cost options or

in such other form that the Committee determines has broadly the same economic effect;

– have any performance conditions (including underpin requirements for the RSP) applicable to them amended or substituted by the

Committee if an event occurs which causes the Committee to determine an amended or substituted performance condition would

be more appropriate and not materially less difficult to satisfy. Any such changes to performance conditions would be explained

in the subsequent Directors’ Remuneration Report and, if appropriate, be the subject of consultation with the Company’s major

shareholders. This ability to amend or substitute performance conditions will also apply to the annual bonus plan;

Remuneration Policy continued

Braemar Plc Annual Report & Accounts 2026

– incorporate the right to receive an amount (in cash or additional shares) equal to the value of dividends which would have been

paid on the shares under an award that vests up to the time of vesting (or where the award is subject to a holding period). This

amount may be calculated assuming that the dividends have been reinvested in the Company’s shares on a cumulative basis;

– be settled in cash at the Committee’s discretion and in exceptional cases (for example where there are tax or regulatory issues

which make it impracticable to settle in shares, to enable the Company to cash settle part of the award to cover any tax

withholding requirements or on a change of control at the request of the acquirer); and

– be adjusted in the event of any variation of the Company’s share capital or any demerger, delisting, special dividend or other

event that may affect the Company’s share price.

Furthermore, operational discretions are also retained as described in the policy table above and in respect of:

– determining the extent of vesting on the assessment of performance;

– determining “good leaver” status, the extent of vesting and related determinations in the case of share-based plans or the

annual bonus;

– determining the extent of vesting and/or exchanges under share-based plans in the event of a change of control and other

material corporate events;

– approving arrangements to meet tax withholding obligations and in respect of exercise periods and processes;

– weighting of performance measures and setting targets for the annual bonus from year to year; and

– in the case of DBP awards only (other than the Company Share Option Plan (“CSOP”) element) the redesignation of conditional

awards to nil-cost options and vice versa.

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, after 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 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.

Malus and clawback

Under the DBP and the new RSP, the Committee may reduce the number of shares subject to unvested awards and/or impose

further conditions on unvested awards (effectively “malus”) and/or require payments in cash or shares be made in certain

circumstances which include:

– a material misstatement or restatement of any financial results of the Company;

– a material failure of risk management by the Company or a relevant business unit;

– serious reputational or financial damage to the Company or a relevant business unit as a result of the participant’s misconduct

or failure of supervision;

– the discovery of facts that could have led to the dismissal of the participant prior to the vesting of the award;

– the discovery that any calculation or information used in relation to the award was based on error or inaccurate or misleading

information that has caused the Company to suffer corporate failure; or

– such other exceptional circumstances as the Committee considers relevant.

These terms may also apply in the case of the cash element of the annual bonus.

The relevant recovery periods are until the time of vesting of the relevant award in the case of DBP awards and at any time prior

to the second anniversary of vesting or payment of the award (as relevant) in the case of awards made under the RSP and in the

case of the cash element of an annual bonus.

Strategic Report Governance Financial Statements

Performance measures and target setting

As set out in the policy table, 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. A portion may also be subject to non-financial

orpersonalmetrics.

The annual bonus where executive directors do not participate in the Brokers’ Bonus is typically based largely on the financial

performance of the Group during the year. When setting the financial performance targets each year, the Committee considers

a number of factors including the board’s business plan. Targets will be appropriately stretching and aligned to delivery of the

Group’s business plan and strategy.

Existing remuneration arrangements

The Committee reserves the right to make any remuneration payments and/or payments for loss of office (including exercising

any discretion available to it in connection with such payments) notwithstanding that they are not in line with the Policy where

the terms of the payment were agreed either (i) before this new Policy comes into effect, provided that the terms of the payment

were consistent with the shareholder-approved Directors’ Remuneration Policy in force at the time they were agreed; or (ii) at a

time when the relevant individual was not a director of the Company and, in the opinion of the Committee, the payment was not

in consideration for the individual becoming a director of the Company. For these purposes, “payments” includes the Committee

satisfying awards of variable remuneration and, in relation to an award over shares, the terms of the payment are “agreed” at the

time the award is granted.

Illustration of the Remuneration Policy

An illustration of the application of the Remuneration Policy for FY27 is set out below. The charts below give an indication of the

level of remuneration that would be received by the executive director in accordance with the Directors’ Remuneration Policy in

the first year of its operation. For Grant Foley this is based on an assumed full-year remuneration package that will apply from his

appointment to Group CEO from 2 July 2026.

Fixed pay Annual bonus Long-term incentive

Minimum

performance

Fixed elements of remuneration

only (being FY27 salaries of

£500,000 for both James Gundy

and Grant Foley; 5% employer

pension contributions; plus an

estimate for 2026/27 benefits).

No annual bonus award. No vesting.

Performance in line

withexpectations

For James Gundy, the average

of the last three years’ Brokers’

Bonuses in which such bonuses

were paid.

For Grant Foley, annual bonus of

100% of base salary.

For James Gundy, assumed 25%

vesting of LTIP award.

For Grant Foley, full vesting of

200% base salary RSP awarded

in FY27 (100% base salary

thereafter).

Maximum

performance

For James Gundy, the on-target

bonus plus 50%.

For Grant Foley, annual bonus of

200% of base salary.

For James Gundy, full vesting of

100% base salary LTIP award.

For Grant Foley, as for

performance in line with

expectations.

Maximum

performance plus

50%share price

growth

As for maximum performance

plus hypothetical share price

growth of 50%.

Remuneration Policy continued

Braemar Plc Annual Report & Accounts 2026

77%

76%

12%

11% 6%

17%

72%

19%

100%

26%

20%

17%

25%

40%

33%

49%

40%

33%

12%

11%

4% £2,801

£528

£530

£2,030

£2,530

£3,030

£4,250

£4,500

Minimum

On-target

Maximum

Max with

growth

Max with

growth

Fixed Annual bonus Long-term incentive Share price growth

James Gundy

Grant Foley

£0£’000 £1,000 £2,000 £3,000 £4,000 £5,000

External appointments

The Committee recognises that executive directors may be invited to become non-executive directors in other companies

(including at the request of the Company). Such additional external appointments should not be undertaken without the prior

approval of the board. The Committee will consider whether a director should be permitted to retain any fees paid for such service

on a case-by-case basis.

Policy table for the Chairman and non-executive directors

Purpose and

link to strategy

Operation Maximum

opportunity

Changes

from prior

Policy

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;

– the requirement to attract

and retain the quality of

individuals required by the

Company.

In exceptional circumstances,

if there is a temporary yet

material increase in the time

commitments for non-

executive directors, the board

may pay extra fees on a

pro-rata basis to recognise the

additional workload.

No material

changes.

Strategic Report Governance Financial Statements

Approach to recruitment remuneration

In respect of the appointment of a new executive director, the overall approach of the Committee would be to provide

remuneration arrangements sufficient to facilitate the appointment of individuals of sufficient calibre to lead the business and

deliver the strategy, whilst seeking to pay no more than it considers necessary to secure the required talent.

The Committee would normally seek, as far as practicable, to align the remuneration package with that set out in the policy table

for executive directors. Base salary would be set at an appropriately competitive level to reflect skills and experience and, where

considered appropriate, may be set at a level which allows future above-average salary progression to reflect performance in role.

If the individual was UK based, pension contributions or a cash allowance in lieu of pension would be payable at a rate not greater

than that available to the majority of the UK workforce. Currently this is 5% of salary. Participation in the annual bonus and the LTIP

would be in line with the structure and maximum opportunities set out in the policy table, other than as referred to below.

Where an individual forfeits remuneration arrangements with a previous employer as a result of appointment to the Company,

the Committee may offer compensatory payments or awards to buy out the awards forfeited and so facilitate recruitment. Such

payments or awards could include cash as well as performance and non-performance-related share awards, and would be in

such form as the Committee considers appropriate considering all relevant factors such as the form, expected value, anticipated

vesting and timing of the forfeited remuneration. There is no limit on the value of such buy-out awards, but the Committee’s

intention is that the value awarded would be no higher than the estimated value forfeited. Such awards may be made under the

Company’s existing annual bonus and DBP plans and the new RSP plan or under arrangements established under 9.3.2 of the

Listing Rules.

Where an executive director is appointed from within the Group, any legacy arrangements may be honoured in line with the original

terms and conditions. Similarly, if an executive director is appointed following an acquisition of or merger with another company,

the Committee may determine that legacy terms and conditions are honoured.

The remuneration package for a newly appointed Chairman or non-executive director would be in line with the structure set out in

the policy table for the Chairman and non-executive directors.

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.

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

Braemar Plc Annual Report & Accounts 2026

Loss of office payment policy

In the event that the employment of an executive director is terminated, any compensation payable will be determined in

accordance with the terms of the service contract as well as the rules of any share or incentive plans.

In the event of termination, the following will normally apply:

Payment in lieu of notice As set out above in the previous section, the Company may terminate employment by making a payment in lieu of

notice of the unexpired notice period which shall comprise base salary, pension entitlements and other contractual

entitlements (or an amount in lieu of them).

Annual bonus There is no automatic entitlement in respect of the year of cessation, although the Committee retains the

discretion to make an award for good leavers, taking into account the circumstances of departure. Any such

award would remain subject to performance and the maximum opportunity would normally be reduced pro-rata

to reflect the period of the year worked.

DBP awards If cessation of employment is by reason of death, ill-health, injury or disability (certified to the satisfaction of the

Committee), retirement, redundancy or the employing entity no longer being part of the Group, unvested DBP

awards shall vest in full (subject to the normal reduction if the corresponding CSOP option is exercised) on the

original vesting date, unless the Committee decides to accelerate vesting.

If cessation of employment is for any other reason, then the Committee retains discretion to apply good leaver

treatment. To the extent the Committee does not exercise this discretion, unvested and vested but unexercised

DBP awards will lapse in full.

RSP awards If cessation of employment is by reason of death, injury, disability or ill-health (certified to the satisfaction of the

Committee), the employing entity no longer being part of the Group or at the discretion of the Committee any

other reason, unvested awards will continue and vest on the normal vesting date, unless the Committee decides to

accelerate vesting.

In these circumstances (i) a potential reduction pursuant to the applicable underpin condition remains relevant; and

(ii) unless the Committee determines otherwise, a reduction to the unvested awards applies by reference to time in

service during the associated normal vesting period.

For all other reasons, unvested awards will lapse on cessation.

Vested but unexercised awards held on cessation ordinarily remain exercisable for a limited period.

Post-vesting holding periods ordinarily continue to apply for retained awards.

In the event that a buy-out award is made on recruitment, then the relevant leaver provisions would be determined at the time of

the award.

The Committee reserves the right to make any other payments in connection with a director’s cessation of office or employment

where the payments are made in good faith, in discharge of an existing legal obligation (or by way of damages for breach of such

an obligation) or by way of settlement of any claim arising in connection with the cessation of a director’s office or employment.

Any such payments may include, but are not limited to, paying any fees for outplacement assistance and/or the director’s legal

and/or professional advice fees in connection with their cessation of office or employment.

Remuneration arrangements across the Group

The Group operates in a number of different sectors and geographies and therefore remuneration practices vary widely across

the employee population. Differences in remuneration practices for executive directors, senior management and other employees

in the Group generally reflect differences in market practice taking into account role, seniority and geographical location. The

Committee is also mindful of the importance of executive remuneration being aligned and proportionate with wider remuneration

practices and policies at all levels across the Group.

Remuneration arrangements must be capable of attracting, retaining and engaging the calibre of talent needed to deliver the

strategy in the specific talent markets in which the Group competes. The involvement of employees in the Group’s performance

is encouraged through participation in incentive plans, appropriate for the markets in which the Group operates. In particular, our

shipbrokers, including any relevant executive directors, may participate in commission-based profit-sharing arrangements which

reflect market practice in industry peers. Alignment with shareholders through share ownership is widely encouraged through

participation in share-based incentive schemes.

When making decisions in respect of the executive director remuneration arrangements, the Committee takes into consideration the

pay and conditions for employees throughout the Group, including levels of salary increase and the operation of key incentive plans.

Engagement with shareholders

The Committee remains committed to and encourages open and constructive dialogue directly with shareholders. The Committee

monitors investors’ views, best practice developments and market trends on executive remuneration. The Company encourages

shareholders to contact the Committee Chair with any questions regarding the Policy. Shareholders also have the opportunity to

engage with the Committee at the Company’s Annual General Meetings.

Strategic Report Governance Financial Statements

Annual Report on Remuneration

Implementation of the Policy for FY27

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

Remuneration Policy to executive directors in FY27.

Base salary

The base salaries for the current executive directors are shown below. From the 2026 AGM, Grant Foley will replace James Gundy

as our Group CEO.

FY26

£’000

FY26 until

2026 AGM

£’000

FY27 from

2026 AGM

£’000 Change

James Gundy 500 500 N/A nil

Grant Foley 400 400 500 25%

Benefits and pension

James Gundy (until the 2026 AGM) and Grant Foley receive benefits and pension in line with the Policy.

Annual bonus

In FY27, Grant Foley will participate in the new bonus arrangement described in the Policy. The applicable performance metrics for

FY27 will be a mix of financial and non-financial performance measures appropriately determined by the Committee.

The board believes annual bonus targets for the metrics described above to be commercially sensitive and, consequently, does not

publish details of them on a prospective basis. The performance metrics for the FY27 annual bonus and the related targets will be

appropriately disclosed in our FY27 Directors’ Remuneration Report, taking into account normal commercial sensitivity requirements.

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

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. For the period in which James Gundy is our Group

CEO in FY27, James will participate in the brokers’ bonus plan.

A portion of all annual bonuses awarded to executive directors in FY27 will be deferred into shares under the DBP, and the deferral

level will be at 10% of bonus outcomes.

Long-term incentive – Restricted Shares Plan

Subject to approval of the proposed Policy and the proposed new RSP plan by shareholders at the 2026 AGM, the Committee

proposes to grant RSP awards to Grant Foley (Group CEO from the 2026 AGM) for FY27. As summarised in the Remuneration

Committee Chair’s introductory statement to the Directors’ Remuneration Report, the proposed FY27 RSP award to Grant Foley

as our Group CEO will be in respect of shares equal to 200% of base salary.

The current Group CEO, James Gundy, will not participate in the RSP in FY27. If a new CFO is appointed during FY27, it may be

appropriate to include that individual within the RSP.

All RSP 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 underpin performance assessment by the Committee. All vested RSP 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 £1,500 to £56,500 with effect from

1March 2026. The Remuneration Committee Chair fee and the Audit and Risk Committee Chair fee were reviewed and increased

from £10,000 to £15,000. The Chairman’s fee will remain unchanged at £135,000 in FY27.

Braemar Plc Annual Report & Accounts 2026

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

FY26

£’000

FY27

£’000

Chairman fee 135 135

Non-executive director base fee 55 56.5

Audit and Risk Committee Chair fee 10 15

Remuneration Committee Chair fee 10 15

Committee membership fee

5 5

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

Implementation of the Policy in FY26

This section sets out details of the remuneration outcomes in respect of the year ended 28February 2026. Those sections that

have been audited have been identified below.

Single total figure of remuneration for FY26 (audited)

The remuneration of the executive directors in respect of FY26 is shown in the table below (with the prior year comparative).

James Gundy Tristram Simmonds

Grant Foley

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

FY26

£’000

FY25

£’000

Base salary 493.8 475.0 7. 2 375.0 381.2 325.0

Payment in lieu of notice – – 194.7 – – –

Payment for loss of office – – 400 – – –

Benefits

3.9 2.6 – 4.5 4.5 4.5

Pension

23.8 23.8 – 18.8 23.1 16.3

Annual bonus

1,143 0.0 – 0.0 400 0.0

LTIP

0.0 0.0 – 0.0 0.0 0.0

Total 1,664.5 501.4 601.9 398.3 808.8 345.8

Total fixed 521.5 501.4 601.9 398.3 408.8 345.8

Total variable 1,143 0.0 0.0 0.0 400 0.0

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 2026 were not attained and these awards have not vested.

5 Tristram Simmonds stepped down from the board on 7 March 2025 and accordingly the amounts shown for Tristram Simmonds base salary for FY26

represent salary for the period from 1 March 2025 to 7 March 2025 only.

The fees of the non-executive directors in FY26 are shown in the table below.

Fixed fee

FY26

£’000

FY25

£’000

Elizabeth Gooch 65 62.5

Nigel Payne 135 135

Joanne Lake 65 62.5

Catriona Valentine 60 57.5

Strategic Report Governance Financial Statements

Annual Report on Remuneration continued

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

During the year, our former 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 £194,712, inclusive of basic salary and pension contribution

entitlement was paid in six instalments between March and August 2025.

– Loss of office payment of £400,000 was 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 87, which sets out the executive directors’ interests in incentive awards during the year.

LTIP award – granted during FY26 (audited)

The Committee granted LTIP awards to James Gundy 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 2028. 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.

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 2026. 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 2026

Shareholding as

a % of salary

Guideline met

Executive directors

James Gundy

1,024,033 447% Yes

Grant Foley 4,000 0.22% No

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2026.

Braemar Plc Annual Report & Accounts 2026

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

Awards

held at

1 Mar 2025 Grant date

price on

grant £

Granted

Exercised/

released Lapsed

Awards

held at 28

Feb 2026

Exercise

price £

Exercisable

from

Exercisable

James Gundy

2020 LTIP

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

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

2023 DBP 66,484 16 Feb 23 3.14 – 66,484 – – – – –

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

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

2026 LTIP – 2 Jul 25 2.16 231,128 – – 231,128 – 2 Jul 28 2 Jul 35

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

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

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

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

Grant Foley

2024 LTIP

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

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

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

2026 LTIP – 2 Jul 25 2.16 184,902 – – 184,902 – 2 Jul 28 2 Jul 35

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.

The 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%. The performance

conditions for our 2023 LTIP awards, based on growth in EPS measured across the three years to 28February 2026, were not

attained and these awards have not vested.

Strategic Report Governance Financial Statements

Annual Report on Remuneration continued

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

FY25

to FY26

FY24

to FY25

FY23

to FY24

FY22

to FY23

FY25

to FY26

FY24

to FY25

FY23

to FY24

FY22

to FY23

FY25

to FY26

FY24

to FY25

FY23

to FY24

FY22

to FY23

All UK

Employees

9% 8% 6% 12% 19% 8% 6% 12% 10% 8% 6% 12%

All Plc

Employees

10% 5% 9% 7% 25% 5% 9% 7% -96% 5% 9% 7%

James Gundy

5% 0% 6% 6% 59% 0% 6% 6% N/A

0% 6% 6%

Tristram

Simmonds

-98.1% 0% 12.5% 50% N/A 0% 12.5% 50% N/A 0% 12.5% 50%

Grant Foley

23% 0% N/A N/A 10% 0% N/A N/A N/A 0% N/A N/A

Joanne Lake

5% 4% 0% N/A N/A 4% 0% N/A N/A 4% 0% N/A

Nigel Payne

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

Elizabeth

Gooch

5% 4% 0% 18% N/A 4% 0% 18% N/A 4% 0% 18%

Catriona

Valentine

4% 15% N/A N/A N/A 15% N/A N/A N/A 15% N/A N/A

1 James Gundy joined the board on 1 January 2021.

2 Tristram Simmonds left the board on 7 March 2025.

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

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

5 Nigel Payne joined the board on 1 May 2021, so there is no prior year comparison in respect of FY21 to FY22 and earlier.

6 Elizabeth Gooch joined the board on 1 August 2021, so there is no prior year comparison in respect of FY21 to FY22 and earlier.

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

8 No percentage change is shown as the comparative amount was nil.

Braemar Plc Annual Report & Accounts 2026

Group 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

2026 Option A 30:1 18:1 8:01

2025 Option A 9:1 6:1 3:1

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

2026

25th

percentile

pay £

Median

pay £

75th

percentile

pay £

Total pay and benefits 55,000 91,598 220,000

Salary element of total pay and benefits 55,000 75,000 220,000

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

figure for every UK-based employee in the year to 28February 2026 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 chart below shows total employee remuneration and distributions to shareholders paid in respect of FY26 and FY25 (and the

difference between the two).

FY26

£ million

FY25

£ million

Change

(%)

Total employee remuneration 92.7 96.4 -4%

Distributions to shareholders 4.2 2.2 92%

Strategic Report Governance Financial Statements

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.

Source: Datastream (an LSEG product).

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

over the equivalent period.

Group CEO

FY26

£’000

James

Gundy

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

Single total figure of remuneration 1,670.7 501.4 2,851.5 4,112 2,830 714 324 404 579 404

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

LTIP vesting (% of maximum) 0% 0% 0% 100% 90% 18 0% 0% 0% 0%

Statement of voting at AGM

The following table sets out the votes cast (including those cast by proxy) at the 2025 AGM in respect of the Committee’s Report

for the year ending 28February 2025 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 28February 2025

9,682,739 85.10 1,695,406 14.90 11,378,145 25,907

Approval of Directors’ Remuneration Policy (2023 AGM) 6,034,754 54.90 4,958,251 45.10 10,993,005 56,003

Elizabeth Gooch

On behalf of the Remuneration Committee

20 May 2026

Indexed Total Return

Braemar Plc FTSE All-Share

100

150

200

250

300

Feb 2026Feb2025Feb 2024Feb 2023Feb 2022Feb 2021Feb 2020Feb 2019Feb 2018Feb 2017Feb 2016

Annual Report on Remuneration continued

Braemar Plc Annual Report & Accounts 2026

Directors’ Report

On behalf of the

board, I am pleased

to present the

Directors’ Report

for the year ended

28February 2026.

Rebecca-Joy Wekwete,

Company Secretary

– Results and decisions relating to

dividends on page 7.

– Important events during the year

ended 28February 2026 and likely

future developments in the business

of the Company or its subsidiaries

onpages 6 to 7 and 56.

– Going concern on pages 29 and

38to39.

– Greenhouse gas emissions on

page44.

– Employee engagement and diversity

on pages 50 to 51.

– Engagement with clients and other

key stakeholders on pages 10 to 13, 61.

– Corporate Governance Report on

pages 58 to 90.

– Section 172 Statement on pages

54to55.

– Risk and compliance framework on

pages 31 to 39.

– Principal decisions taken during the

year on page 55.

– ESG Report on pages 40 to 53.

– Non-Financial Information Statement

on page 56.

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.

Branches outside the

United Kingdom

The Group has branches and/or

representative offices in Australia, China,

Germany, Greece, India, Republic of Korea,

South Africa, 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.

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.

Political contributions

There were no political contributions

during the year ended 28February 2026

(FY25: £nil).

Charitable donations

We donated £40,205 to more than

30 charities during the year ended

28February 2026 (FY25: £23,650).

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 56, 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:

Strategic Report Governance Financial Statements

Share capital and voting rights

As at 28February 2026, the Company’s

total issued ordinary share capital was

33,067,603 shares of 10 pence each

(28February 2025: 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 2 July 2025,

shareholders passed a resolution to

renew the directors’ authority to allot

shares in the Company. Further details are

provided in the Notice of the 2025 AGM.

Share schemes

Details of long-term incentive

schemes are provided in the Directors’

Remuneration Report on page 77.

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 2 July 2025. This authority will

expire at the end of the 2026 AGM. During

the year, pursuant to the Share Buyback

Programme announced on 29May 2025,

the Company purchased and immediately

cancelled 873,395shares.

The directors proposed that this

authority be renewed at the 2025 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 2026 was

1,139,923, being 3.4% (FY25: 5.6%) of the

issued share capital.

During the year ended 28February 2026,

1,821,982 (FY25: 880,344) of the Company’s

ordinary shares were purchased by JTC

Trust Company (CI) Ltd (formerly SG

Kleinwort Hambros Trust Company (CI)

Ltd), as Trustee of the Company’s ESOP

Trust. The Trustee had absolute discretion

and independence in respect of any

trading decisions it made in respect of

these purchases. As at 28February 2026,

the ESOP held 1,080,697shares.

Directors and their interests

The directors of the Company as at the

date of this Directors’ Report are shown

onpages 62 to 63.

The directors’ beneficial interests in the

ordinary shares and share options of the

Company as at 28February 2026 are

disclosed in the Directors’ Remuneration

Report on page 86. There have not

been any changes in such interests

between 28February 2026 and 19May

2026. As at 28February 2026, the

executive directors, in common with

other employees of the Group, also have

an interest in 1,080,697 (FY25: 1,583,460)

ordinary 10 pence shares held by JTC

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 2026.

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 2026, 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.

Directors’ Report continued

Braemar Plc Annual Report & Accounts 2026

As at 28February 2026, 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

James Gundy 1,024,033 3.1%

JTC Trust Company (CI) Ltd as Trustee of the Braemar Plc ESOP 1,080,697 3.3%

Aurora Nominees Limited 1,245,215 3.8%

Rock (Nominees) Limited 1,335,392 4.0%

Interactive Brokers LLC 1,383,783 4.2%

Wealth Nominees Limited 1,959,482 5.9%

Chase Nominees Limited 3,030,526 9.2%

1 Percentages are shown as a percentage of the Company’s total voting rights as at 28February 2026.

Financial instruments

The Group’s financial risk management

objectives and policies are set out in the

Corporate Governance Report on pages

60 and 64 to 67 and in the Strategic

Report on pages 31 to 39.

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 in conformity with the

Companies Act has been followed,

subject to any material departures

disclosed and explained in the

Financial Statements; and

– prepare the Group and Parent

Company 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

Report that complies with that law

andthoseregulations.

Strategic Report Governance Financial Statements

Directors’ Report continued

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 62 to 63, 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.

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 31 to 39 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 2 July 2025.

Annual General Meeting

The Company’s 2026 Annual General

Meeting (“AGM”) will be held on

Thursday, 2 July 2026 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 2026 AGM Notice of Meeting.

This Directors’ Report was approved by

the board of directors on 20 May 2026.

By order of the board

Rebecca-Joy Wekwete

Company Secretary

20 May 2026

Braemar Plc Annual Report & Accounts 2026

Independent Auditor’s Report

to the members of Braemar plc

Report on the audit of the financial statements

Opinion

In our opinion:

– the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 28 February 2026

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

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

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

Accounting Practice; and

– 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 ‘Company’) and its subsidiaries (the ‘Group’) for the year ended

28February 2026 which comprise of the following:

Group Company

Consolidated Income Statement

Consolidated statement of comprehensive income

Consolidated balance sheet Company balance sheet

Consolidated cash flow statement

Consolidated statement of changes in total equity Company statement of changes in total equity

Notes 1 to 7 to the consolidated financial statements Notes 1 to 23 to the company financial statements

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

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.

Independence

We remain independent of the Group and the 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 the FRC’s

Ethical Standard were not provided to the Group and the Company and we remain independent of the Group and the Company in

conducting our audit.

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 Company’s

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

– Evaluating the Directors’ going concern assessment and forecasts, including checking the mathematical accuracy of the

forecasts and assessing the underlying base case cash flow forecasts by obtaining supporting documents, including current

forward order book, and considering other factors such as:

– Geo-political events;

– The overall shipping industry;

– Impacts of tariffs;

– Current economic matters;

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

the facility agreement; and,

– Climate-change.

Strategic Report Governance Financial Statements

– 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

– 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 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. However, because not all future

events or conditions can be predicted, this statement is not a guarantee as to the Group and the Company’s ability to continue as

a going concern.

In relation to the Group’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 in preparing the financial statements.

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 2026 2025

Risk of Revenue Manipulation through Adjustments in Navision and

OneStream that do not originate from the Group’s core trading systems.

✓ ✓

Materiality Group financial statements as a whole

£1,017,000 (2025: £851,000) based on 0.75% (2025: 0.6%) of Revenue.

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. 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.

The Group is comprised of 37 active entities, with revenue from business units arising from Chartering, Risk Advisory and

Investment Advisory activities. There are no significant sub-consolidations at component level and the control environment across

the group is generally centralised.

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 Company and certain Group subsidiaries in

Singapore and the UK (2025: Company and certain Group subsidiaries in Singapore and the UK).

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

subsidiaries in Australia, USA and the UAE (2025: Australia, USA & the 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

Independent Auditor’s Report continued

to the members of Braemar plc

Braemar Plc Annual Report & Accounts 2026

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 Statutory audit and procedures on the entire

financial information of the component.

Braemar Shipbroking Limited –

Athens branch

Braemar Shipbroking Limited –

Geneva branch

Braemar Shipbroking Limited –

China office

3 Braemar Shipbroking Pte

Limited (Singapore)

Braemar Shipbroking Pte Limited Statutory audit and procedures on the entire

financial information of the component.

Braemar Shipbroking Pte Limited –

China office

4 Braemar Securities Limited Braemar Securities Limited Statutory audit and procedures on the entire

financial information of the component.

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

transactions, account balances or disclosures

6 Braemar Shipbroking Pty

Limited (Australia)

Braemar Shipbroking Pty Limited Procedures on one or more classes of

transactions, account balances or disclosures

7 Braemar ACM Shipbroking

DMCC Limited

Braemar ACM Shipbroking

DMCCLtd

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 the testing of the relevant IT general controls and IT application controls.

Changes from the prior year

There were no significant changes in scope from the prior year.

Number of components

2026 2025

Audit procedures on entire financial information of the component (2025: Audit procedures on entire

financial information of the component) 4 4

Audit procedures on one or more account balances, classes of transactions or disclosures (2025: Audit

procedures on one or more account balances, classes of transactions or disclosures) 3 3

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 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 documentation remotely, and evaluating the appropriateness of the audit

procedures performed and the results thereof.

Strategic Report Governance Financial Statements

How Climate change affected the scope of our audit

The Group has determined that climate change does not currently have a material impact on its operations. Our work on the

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

– Enquiries and challenge of management and those charged with governance 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 meetings of Directors of the Board and the Audit & Risk Committee and other papers related to climate

change and performed a risk assessment as to how the impact of the Group’s commitment as set out in pages 46 and 47 may

affect the financial statements and our audit.

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

commitments have been reflected, where appropriate, in the Directors’ going concern assessment and viability assessment and

inmanagement’s judgements and estimates in relation to impairment of goodwill, parent company investments, and recoverability

of receivables.

The management disclosures on pages 46 and 47 form part of the Other Information. Our responsibilities in relation to these

disclosures are described in the relevant section of this report and our procedures on these disclosures therefore consisted solely

of considering whether they are materially inconsistent with the financial statements or our knowledge obtained from the audit or

otherwise appear to be materially misstated.

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.

Except for the matter described below, we have determined that there are no other key audit matters to be communicated in

ourreport.

Key audit matter How the scope of our audit responded to the risk

Revenue

recognition:

Revenue

manipulation

through

adjustments in

Navision and

OneStream 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.

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 and

consolidation system.

For these reasons, we

considered revenue adjustments

posted directly in Navision

and OneStream to be a key

audit matter. Navision is noted

to be the Group’s primary

business system, supporting

the recording, processing and

reporting of financial transactions;

OneStream is used as the Group’s

consolidation system, which

allows management to collect

and combine financial information

reported by individual subsidiaries

, apply consolidation adjustments,

and prepare the Group’s

consolidated financial results.

While revenue data originating from trading systems is also subject

to risk, the completeness and accuracy of such data are assessed

through substantive procedures designed to test the reliability of the

system generated information.

Our procedures included:

• Use of computer assisted audit techniques to reconcile financial

information between Trigonal (the Group’s shipbroking revenue

system) and Navision;

• Substantively tested a sample of transactions between Trigonal and

Navision by obtaining supporting documentation, including postings

relating to:

– Co-broker commissions;

– Hedging FX differences;

– Accrued and deferred revenue for single voyage and time charter

revenue; and

– Other revenue that does not originate from the Group’s core

trading systems.

• Substantive testing of Navision revenue journals meeting specific

high-risk criteria, by obtaining supporting documentation and

challenging management on rationale for journal processing.

• Substantive testing of other revenue related adjustments on

consolidation, by obtaining supporting documentation and

challenging management on rationale for adjustment processing.

Key observations

From the evidence obtained, we are satisfied that adjustments relating

to revenue in Navision both throughout the year and at year end are

appropriate; and no adjustments have been identified in OneStream.

Independent Auditor’s Report continued

to the members of Braemar plc

Braemar Plc Annual Report & Accounts 2026

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 financial statements Company financial statements

Materiality £1,017,000 (2025: £851,000) £915,000 (2025: £765,000)

Basis for determining

materiality

0.75% (2025: 0.6%) of Group Revenue 1% (2025: 1%) of Total assets,

capped at 90% (2025: 90%) of

Group materiality

Rationale for the

benchmarkapplied

We consider total Group revenue to be the most appropriate

benchmark due to volatility in underlying profit before tax, due in part

to acquisition related expenses and foreign exchange movements.

Our methodology allows us to determine percentages applied to

the benchmark by considering factors such:

• The extent to which financial statements are used in investment

decisions by investors and prospective investors;

• Interest of other users and stakeholders;

• Public interest in the financial statements; and,

• Our knowledge of the entity and the users of its

financialstatements.

These were reassessed in the current year, and we are satisfied

that 0.75% appropriately reflects the risks and shareholder interests

relevant to the Group.

We consider total assets to be

the most appropriate benchmark

as the Company is a non-

trading holding company. This

was capped at 90% of Group

materiality (2025: 90%), given

the assessment of component

aggregation risk.

Performance materiality £762,000 (2025: £655,000) £645,000 (2025: £573,000)

Basis for determining

performance materiality

75% (2025: 77%) of Materiality 75% (2025: 75%) 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

Company whose materiality and performance materiality are set out above, based on a percentage of between 37.5% and 55%

(2025: 30% and 65% ) 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 £215,000

to £466,000 (2025: £197,000 to £427,000).

Reporting threshold

We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £38,000 (2025:

£26,000). We also agreed to report differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Other information

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

Report & Accounts’ 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.

Strategic Report Governance Financial Statements

Corporate governance statement

The UK Listing Rules sourcebook requires 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 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 38;

• 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 38; 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 38.

Other Code

provisions

• Directors’ statement on fair, balanced and understandable set out on page 93;

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

on page 32;

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

control systems set out on page 67; and

• The section describing the work of the audit committee set out on pages 64 to 67.

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.

In our opinion,

based on the

work undertaken

in the course of

the audit:

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 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.

Corporate

governance

statement

In our opinion, based on the work undertaken in the course of the audit the information about internal control

and risk management systems in relation to financial reporting processes and about share capital structures,

given in compliance with rules 7.2.5 and 7.2.6 in the Disclosure Guidance and Transparency Rules sourcebook

made by the Financial Conduct Authority (the FCA Rules), is consistent with the financial statements and has

been prepared in accordance with applicable legal requirements.

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

obtained in the course of the audit, we have not identified material misstatements in this information.

In our opinion, based on the work undertaken in the course of the audit, the information about the Company’s

corporate governance code and practices, and about its administrative, management and supervisory bodies

and their committees comply with rules 7.2.2, 7.2.3 and 7.2.7 of the FCA Rules.

We have nothing to report arising from our responsibility to report if a corporate governance statement has

not been prepared by the Company.

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 Company, or returns adequate for our audit have

not been received from branches not visited by us; or

• the 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.

Independent Auditor’s Report continued

to the members of Braemar plc

100

Braemar Plc Annual Report & Accounts 2026

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 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 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.

However, the primary responsibility for the prevention and detection of fraud rests with both those charged with governance of the

Company and management.

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:

– 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:

we considered the significant laws and regulations to be including, but not limited to:

– The Companies Act (2006);

– The UK Listing Rules of the Financial Conduct Authority;

– UK Adopted International Accounting standards for the Group & United Kingdom Generally Accepted Accounting Practice for

the Company;

– Health & Safety regulations;

– The Bribery Act (2010); and,

– Tax legislation.

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 be health and safety legislation and tax legislation.

Our procedures in respect of the above included:

– Enquires of management, in-house legal counsel, and the Audit & Risk Committee whether there were any litigations and claims;

– Review of minutes of meetings of those charged with governance (including Directors of the Board and the Audit & Risk

Committee) for any instances of non-compliance with laws and regulations;

– Review of financial statement disclosures against the requirements of the applicable accounting framework, and agreeing to

supporting documentation;

– Review of Group tax computations against the requirements of relevant tax legislation, and where applicable, reviewed

correspondence with relevant taxation authorities, via the involvement of tax specialists in the audit; and,

– Review of legal expenditure accounts to understand the nature of expenditure incurred.

101

Strategic Report Governance Financial Statements

Fraud

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

procedures included:

– Enquiry with management, in-house legal counsel, in-house compliance counsel and the Audit & Risk Committee 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 Directors of the Board & the Audit & Risk

Committee) 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.

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.

Our procedures in respect of the above included:

– Testing a sample of Navision journal entries throughout the year that met defined risk criteria, by agreeing to supporting

documentation and evidence for the business rationale;

– Testing of other revenue related adjustments on consolidation, by obtaining supporting documentation and rationale for

adjustment processing;

– Assessing significant judgements & estimates made by management for bias; and,

– Applying professional scepticism in our audit procedures and performing randomised procedures to include a level of

unpredictability.

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

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

indications of fraud or non-compliance with laws and regulations throughout the audit. For component auditors, 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.

Independent Auditor’s Report continued

to the members of Braemar plc

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Braemar Plc Annual Report & Accounts 2026

Other matters which we are required to address

We were appointed by the shareholders at the AGM in 2025 to audit the financial statements for the period

ended28February2026.

Our total uninterrupted period of engagement is eight years, covering the periods ended 28February 2019 to 28February 2026.

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

Use of our report

This report is made solely to the 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 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 Company and the Company’s members as a body, for our audit work, for this report, or for

the opinions we have formed.

In due course, as required by the Financial Conduct Authority Disclosure Guidance and Transparency Rule 4.1.15R – 4.1.18R, these

financial statements will form part of the Electronic Format Annual Financial Report filed on the National Storage Mechanism of the

FCA in accordance with DTR 4.1.15R – DTR 4.1.18R. This auditor’s report provides no assurance over whether the Electronic Format

Annual Financial Report has been prepared in compliance with DTR 4.1.15R – DTR 4.1.18R.

David Campbell (Senior Statutory Auditor)

For and on behalf of BDO LLP, Statutory Auditor

London, UK

20 May 2026

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

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Strategic Report Governance Financial Statements

Consolidated Income Statement

For the year ended 28February 2026

			28 Feb 2026			28 Feb 2025
			Specific			Specific
		Underlying	items	Total	Underlying	items	Total
	Notes	£’000	£’000	£’000	£’000	£’000	£’000
Revenue	2.1	135,6 14	–	135,614	1 41 ,8 60	–	141 ,8 60
Other operating income	2.2	–	–	–	–	2 1 5	21 5
Operating expense:
Operating costs	2.3, 2.2	(1 2 1 , 3 5 5)	(78 2)	(1 2 2 ,1 3 7)	(1 24 , 0 9 0)	(9 2 8)	(125, 018)
Acquisition-related expenditure	2.2	(75 7)	(3 , 9 5 2)	(4 , 7 0 9)	(1 ,1 3 4)	(3 ,7 1 1)	(4 , 8 4 5)
Impairment of financial assets	2.3, 2.2	(1 , 07 9)	–	(1 , 07 9)	(1 ,0 3 9)	–	(1 ,0 3 9)
Total operating expense		(1 2 3 ,1 9 1)	(4 , 7 3 4)	(1 2 7, 9 2 5)	(126 ,26 3)	(4 ,6 3 9)	(1 30 ,9 02)
Operating profit/(loss)		12 ,4 23	(4 , 7 3 4)	7, 6 8 9	1 5 , 597	(4 , 42 4)	1 1 ,1 7 3
Gain on disposal of associate	3.4	2 17	–	217	–	–	–
Finance income	2.5, 2.2	3 2 2	–	32 2	5 5 3	21 3	76 6
Finance costs	2.5, 2.2	(2 , 8 2 3)	(7 74)	(3,5 97)	(2,7 17)	–	(2 ,7 17)
Profit/(loss) before tax		1 0 ,1 3 9	(5,508)	4 ,63 1	13,433	(4 , 2 1 1)	9 ,222
Taxation	2.7	(2 , 51 5)	161	(2,354)	(3, 5 9 3)	473	(3 ,1 20)
Profit/(loss) for the year		7, 6 2 4	(5 , 3 47)	2 , 2 7 7	9, 84 0	(3, 73 8)	6 ,1 0 2
Profit/(loss) attributable to equity
shareholders of the Company		7, 6 2 4	(5 , 3 47)	2 , 2 7 7	9,8 4 0	(3, 73 8)	6 ,1 0 2
		Underlying		Total	Underlying		Total
Earnings per ordinary share
Basic	2.8	24.23p		7. 2 4p	3 1 .3 0p		19. 41p
Diluted	2.8	21 .28p		6.36p	26.7 4p		16.58p

The accompanying notes on pages 109–165 form an integral part of these Financial Statements.

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Braemar Plc Annual Report & Accounts 2026

Consolidated Statement of Comprehensive Income

For the year ended 28February 2026

		28 Feb 2026	28 Feb 2025
	Notes	£’000	£’000
Profit for the year		2 , 2 7 7	6 ,1 0 2
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	78 0	1 ,0 25
Items that may be reclassified to profit or loss:
– Foreign exchange differences on retranslation of foreign operations	6.4	(1 , 2 5 5)	2 9 5
– Reclassification of foreign currency loss on strike off of foreign operation		58	–
– Net investment hedge	6.4	2 6 3	(1 9)
– Cash flow hedges – net of tax	6.4	1,885	(1, 2 0 1)
Other comprehensive income		1 ,73 1	10 0
Total comprehensive income attributable to owners of the parent		4,0 0 8	6 , 20 2

The accompanying notes on pages 109–165 form an integral part of these Financial Statements.

105

Strategic Report Governance Financial Statements

Consolidated Balance Sheet

As at 28February 2026

		As at	As at
		28 Feb 2026	28 Feb 2025
	Notes	£’000	£’000
Assets
Non-current assets
Goodwill	3.1	7 1,401	7 1 , 24 3
Other intangible assets	3.2	2 ,0 50	2 ,6 0 8
Property, plant and equipment	3.5, 3.6	8 , 82 3	10, 135
Other investments	3.3	1 , 44 3	1 ,7 20
Investment in associate	3.4	–	7 13
Derivative financial instruments	4.4	–	20 5
Deferred tax assets	2.7	2 ,1 3 1	3,368
Pension surplus	5.1	3,508	2 ,5 4 8
Other long-term receivables	4.1	72 0	1 , 76 8
		9 0, 076	94 ,3 08
Current assets
Trade and other receivables	4.2	39, 21 2	4 0, 887
Derivative financial instruments	4.4	2 ,02 7	19 2
Current tax receivable		73 3	1 ,5 5 4
Cash and cash equivalents	4.5	2 3 ,3 63	2 0,47 7
		65,335	63, 110
Total assets		155,411	1 5 7, 4 1 8
Liabilities
Current liabilities
Derivative financial instruments	4.4	51	59 2
Trade and other payables	4.3	37 ,329	3 4 ,732
Current tax payable	2.7	1 ,385	1 ,6 59
Provisions	7.1	52 5	2,4 33
Convertible loan notes	4.7	–	2, 40 1
		39,290	41, 8 17
Non-current liabilities
Long-term liabilities	4.6	30 ,729	2 9,4 4 8
Deferred tax liabilities	2.7	188	3 5 8
Derivative financial instruments	4.4	–	116
Trade and other payables	4.3	1, 798	4 98
Provisions	7.1	1 ,04 9	1 ,0 26
		3 3 ,76 4	31,446
Total liabilities		7 3,0 5 4	73,263
Total assets less total liabilities		8 2 , 357	8 4 ,1 5 5
Equity
Share capital	6.1	3 ,3 07	3,292
ESOP reserve	6.3	(2,505)	(4 , 3 3 4)
Other reserves	6.4	8 , 478	7, 4 4 0
Retained earnings		73 ,07 7	7 7, 7 5 7
Total equity		82 ,3 57	8 4 ,1 5 5

The Financial Statements on pages 104–165 were approved by the board of directors on 20 May 2026 and were signed on its

behalf by:

James Gundy Grant Foley

Group Chief Executive Officer Group Chief Financial and Operating Officer

Registered number: 02286034

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Braemar Plc Annual Report & Accounts 2026

Consolidated Cash Flow Statement

For the year ended 28February 2026

		28 Feb 2026	28 Feb 2025
	Notes	£’000	£’000
Profit before tax		4 ,63 1	9,222
Adjustment for:
Depreciation and amortisation charges	3.2, 3.5	4 ,1 2 0	3,8 1 2
Impairment of assets	3.5, 3.6	411	74 3
Share scheme charges	2.2	2 ,3 87	5,5 63
Loss on disposal of property, plant and equipment	3.5, 3.6	17	3
Net foreign exchange loss with no cash impact		10 8	232
Fair value gain on financial instruments charged to profit or loss	2.2	(3 9 4)	(1 2 8)
Fair value gain on unlisted investments	3.3	(2)	(87)
Net finance cost	2.2, 2.5	3 , 275	1 , 9 51
Gain on disposal of associate	3.4	(21 7)	–
Operating cash flows not included in profit:
Cash settlement of share-based payment		–	(1 6 3)
Operating cash flow before changes in working capital		14,336	2 1 ,1 4 8
Decrease/(increase) in receivables		379	(2 ,1 5 3)
Increase/(decrease) in payables		3,6 30	(9, 8 5 4)
(Decrease)/increase in provisions		(1 , 8 4 6)	5
Cash flows from operating activities		16,499	9 ,1 4 6
Interest received		206	427
Interest paid		(2,654)	(2 ,6 1 0)
Tax paid		(2 , 3 8 4)	(3 ,0 2 8)
Tax received		444	2,006
Net cash generated from operating activities		12 ,111	5,9 41
Cash flows from investing activities
Purchase of property, plant and equipment	3.5	(1 , 3 9 8)	(6 1 5)
Purchase of other intangible assets	3.2	(1 3)	–
Proceeds related to disposal of Cory Brothers	4.9	1 ,69 5	1,666
Proceeds from disposal of investment in associate	3.4	92 9	–
Principal received on finance lease receivables	3.6	–	24 0
Net cash generated from investing activities		1, 213	1, 291
Cash flows from financing activities
Repayment of RCF loan facility		(1,000)	(4 ,000)
Proceeds from RCF loan facility		4,500	–
Repayment of principal under lease liabilities	3.6	(2 , 9 1 3)	(3, 106)
Cash proceeds on exercise of share awards settled by release of shares from ESOP		–	51 4
Dividends paid	6.2	(1 , 5 5 3)	(5 , 4 97)
Purchase of own shares for cancellation	6.1	(2 , 02 2)	–
Purchase of own shares	6.3	(4 , 1 4 1)	(2 , 376)
Settlement of convertible loan notes	4.7	(2 , 5 5 9)	(5 8 4)
Net cash used in financing activities		(9, 6 8 8)	(15, 049)
Increase/(decrease) in cash and cash equivalents		3 ,63 6	( 7, 8 1 7 )
Cash and cash equivalents at beginning of the year	4.5	2 0 , 47 7	2 7, 9 5 1
Foreign exchange differences		(7 5 0)	343
Cash and cash equivalents at the end of the year	4.5	23,363	20, 47 7

The accompanying notes on pages 109–165 form an integral part of these Financial Statements.

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Strategic Report Governance Financial Statements

Consolidated Statement of Changes in Total Equity

For the year ended 28February 2026

					Retained
		Share	ESOP	Other	(deficit)/
		capital	reserve	reserves	earnings	Total equity
	Notes	£’000	£’000	£’000	£’000	£’000
At 1 March 2024		3,292	(7, 1 4 0)	8,36 5	75, 104	79,6 2 1
Profit for the year		–	–	–	6 ,1 0 2	6 ,1 0 2
Actuarial gain on employee benefits schemes –
net of tax		–	–	–	1,0 2 5	1 ,0 25
Foreign exchange differences		–	–	29 5	–	29 5
Net investment hedge		–	–	(1 9)	–	(1 9)
Cash flow hedges – net of tax		–	–	(1, 2 01)	–	(1 , 20 1)
Other comprehensive income		–	–	(9 25)	1 ,0 25	10 0
Total comprehensive income		–	–	(9 25)	7, 1 2 7	6 , 20 2
Tax on share awards	2.7	–	–	–	29 1	291
Dividends	6.2	–	–	–	(5 ,4 97)	(5 ,4 97)
Acquisition of own shares		–	(2 ,3 76)	–	–	(2 , 37 6)
ESOP shares allocated	6.3	–	4 ,66 1	–	(4 , 3 2 7)	33 4
Disposal of EBT shares	6.3	–	52 1	–	(3 4 1)	18 0
Cash paid for share-based payments	6.3	–	–	–	(1 6 3)	(1 6 3)
Share-based payments	5.2	–	–	–	5 ,56 3	5 ,5 63
		–	2 ,80 6	–	(4 , 4 74)	(1 ,6 6 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
Profit for the year		–	–	–	2 , 27 7	2 , 27 7
Actuarial gain on employee benefits schemes –
net of tax		–	–	–	78 0	780
Foreign exchange differences		–	–	(1 , 2 5 5)	–	(1 , 2 5 5)
Reclassification of foreign currency loss on strike
off of foreign operation		–	–	58	–	58
Net investment hedge		–	–	26 3	–	2 63
Cash flow hedges – net of tax		–	–	1 ,885	–	1,885
Other comprehensive income		–	–	95 1	780	1 , 731
Total comprehensive income		–	–	951	3,0 57	4 ,00 8
Tax on share awards	2.7	–	–	–	(4 7 7)	(4 7 7)
Dividends	6.2	–	–	–	(1 , 55 3)	(1 , 5 5 3)
Share repurchase and cancellation	6.1	(87)	–	8 7	(2 ,0 2 2)	(2 ,0 2 2)
New shares issued	6.1	102	–	–	(1 0 2)	–
Acquisition of own shares	6.3	–	(4 , 1 4 1)	–	–	(4 ,1 4 1)
ESOP shares allocated	6.3	–	5 , 970	–	(5 , 970)	–
Share-based payments	5.2	–	–	–	2, 3 87	2 , 38 7
		15	1,829	87	(7 ,737)	(5 , 8 0 6)
At 28February 2026		3, 3 07	(2,505)	8, 47 8	73 ,07 7	82 , 357

The accompanying notes on pages 109-165 form an integral part of these Financial Statements.

108

Braemar Plc Annual Report & Accounts 2026

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

2006. 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 2026

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 2026 were authorised for issue in accordance with

a resolution of the directors on 20 May 2026.

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 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 2025

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

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

The adoption of the above has not had any material impact on the amounts reported or the disclosures in these Financial Statements.

New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 March 2025

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

– Annual Improvements 2024 to IFRS Accounting Standards

– Amendments to IFRS 9 and IFRS 7 “Contracts Referencing Nature-dependent Electricity”

– Amendments to IFRS 9 and IFRS 7 “Amendments to the Classification and Measurement of Financial Instruments”

– Amendments to IAS 21 “The Effects of Changes in Foreign Exchange Rates: Translation to a Hyperinflationary

Presentation Currency”

– IFRS 18 “Presentation and Disclosures in Financial Statements”

– IFRS 19 “Subsidiaries without Public Accountability: Disclosures”

– Amendments to 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.

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Strategic Report Governance Financial Statements

1 Basis of preparation continued

1.1 Basis of preparation and forward-looking statements continued

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. Management is currently in the process of assessing the detailed implications of

applying IFRS 18 to the Group’s Consolidated Financial Statements. Although this process is ongoing, the following changes are

expected:

– Additional totals or sub-totals will be required in the Income Statement,

– The Income Statement line items which foreign exchange gains and losses and derivative gains or losses are included might

change,

– Additional new disclosures in relation to management-defined performance measures are required, and

– Changes to the presentation of the cash flow statement in relation to interest paid, which will be included within the financing

category and interest received which will be included within the investing category.

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 2027 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 conflicts in Ukraine and the Middle East 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 FY26, nor is it expected to have an impact in FY27.

– 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 a prolonged Middle East conflict and closure of the Strait of Hormuz 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 FY27.

– 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 2026, the Group had net debt of £2.9 million (2025: £2.5 million net debt). As at 30 April 2026, the Group net cash

of £7.0 million.

		30 April	28 Feb	28 Feb
		2026	2026	2025
	Notes	£m	£m	£m
Secured revolving credit facilities	4.6	(23.3)	(26.3)	(22.9)
Cash	4.5	30.3	23.4	20.4
Net cash/(debt)		7.0	(2.9)	(2.5)

The Group’s revolving credit facility (“RCF”) is for £40.0 million which has increased by £10 million following approval of the

accordion facility of £10.0 million. In the prior 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. The RCF agreement has an EBITDA leverage covenant of 2.5x

and a minimum interest cover of 4x. At 31 May 2025, 31 August 2025, 30 November 2025 and 28 February 2026, 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.

Notes to the Financial Statements continued

110

Braemar Plc Annual Report & Accounts 2026

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% 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 31% in budgeted revenue from the

base case assumptions from May 2026 through to July 2027. In light of current trading, forecasts and the Group’s performance

over FY26, 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 $72.5 million at the end of February 2026 ($37.6 million of which is for the financial year

ending February 2027), 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 2 – 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	Yes	Yes	Note 5.1 – Long-term employee benefits
pension scheme
Share option vesting		Yes	Note 5.2 – Share-based payments

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.

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.

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Strategic Report Governance Financial Statements

1 Basis of preparation continued

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.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

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.

e) Joint arrangements

The Group has a 50% interest in its joint operation with GFI, an operating division within BGC Group Inc., which conducts wet

freight derivative broking, operating from the Company’s registered address, 1 Strand, Trafalgar Square, London, United Kingdom,

WC2N 5HR. The Group recognises its share of revenues and costs in the respective Income Statement line items as reported by

the Group.

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.

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2 Performance-related information continued

Revenue recognition continued

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	Component
Chartering	Deep Sea Tankers
	Specialised Tankers
	Offshore
	Dry Cargo
Investment Advisory	Corporate Finance
	Sale and Purchase
Risk Advisory	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 Reviews. 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.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

The segmental information provided to the board for reportable segments for the year ended 28 February 2026 is as follows:

	Revenue		Operating profit
	2026	2025	2026	2025
	£’000	£’000	£’000	£’000
Chartering	74,713	89,352	8,344	11,552
Investment Advisory	32,126	30,167	6,332	6,107
Risk Advisory	28,775	22,341	4,929	3,493
Trading segments revenue/results	135,614	141,860	19,605	21,152
Central costs			(7,182)	(5,555)
Underlying operating profit			12,423	15,597
Specific items included in operating profit			(4,734)	(4,424)
Operating profit			7,689	11,173
Gain on disposal of associate			217	–
Net finance expense			(3,275)	(1,951)
Profit before taxation			4,631	9,222

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
	2026	2025
	£’000	£’000
United Kingdom	80,351	7 7, 2 94
Singapore	15,597	18,404
Australia	9,383	10,220
Switzerland	1,288	1,781
United States	18,649	19,441
Germany	1,540	1,646
Rest of the World	8,806	13,074
Total	135,614	141,860

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Strategic Report Governance Financial Statements

2 Performance-related information continued

2.1 Business segments continued

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.

	2026	2025
	£’000	£’000
Tankers	33,358	42,928
Specialised Tankers	14,854	16,487
Dry Cargo	17,581	20,954
Offshore	8,920	8,983
Chartering total	74,713	89,352
Sale and Purchase	30,459	27,8 95
Corporate Finance	1,667	2,272
Investment Advisory total	32,126	30,167
Securities	28,775	22,341
Risk Advisory total	28,775	22,341
Total continuing operations	135,614	141,860

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
2026	£’000	£’000	£’000	£’000
Chartering	16,004	3,691	4,421	24,116
Sale and Purchase	11,884	10,413	7,399	29,696
Total	27,888	14,104	11,820	53,812

	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
Sale and Purchase	13,292	10,875	10,297	34,464
Total	31,161	16,887	17, 251	65,299

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.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

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 required 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.

	2026	2025
	£’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
	–	215
Operating costs:
– Impairment of ROU asset	(401)	(743)
– Investigation costs	(381)	(185)
	(782)	(928)
Acquisition–related items:
– Consideration treated as an employment expense	(2,855)	(3,580)
– Madrid post-contractual obligation	(110)	281
– Corporate transaction costs	(689)	–
– Amortisation of acquired intangible assets	(298)	(412)
	(3,952)	(3,711)
Other items:
– Finance income – foreign exchange and derivative gain on Naves liability	–	213
– Finance costs – foreign exchange and derivative gain on Naves liability	(111)	–
– Finance costs – hedge ineffectiveness	(663)	–
	(774)	213
Total	(5,508)	(4,211)

Other operating income

In the prior year, other operating income includes the fair value gain of £0.1 million 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 gain as a specific item as it does not relate to the trading performance of the business.

Revaluation of the contingent receivable due in respect of the Cory Brothers disposal resulted in a gain of £0.1 million. See Note 4.9

for further details.

The tax charge on specific items included within other operating income was £nil (2025: £nil).

117

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

2 Performance-related information continued

2.2 Specific items continued

Operating costs

Impairment of ROU asset

The Group had previously sublet a segregated portion of its office space, but does not expect to be able to sublet the office

space for the full period of the head lease. As a result, the Group prepared a value-in-use calculation to determine the recoverable

amount and recognised an impairment charge in relation to the portion of the right-of-use asset relating to the unused office

space which is included in central costs. As this cost does not relate to the performance of the business, it is treated as a

specific item.

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. Smaller residual amounts of £0.4 million in relation to

ongoing legal support have been incurred in the current year. The total cost incurred to date is £3.2 million.

The tax income on specific items included within operating costs was £0.3 million (2025: £0.2 million).

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 £2.9 million (2025: £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. 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 cost

of £0.1 million during the year in relation to this obligation (2025: £0.3 million gain).

Corporate transaction costs

During the year, the Group incurred costs of £0.7 million primarily in relation to professional advisor fees relating to the ongoing

review of potential acquisition targets and the loss on strike off of certain subsidiary undertakings.

Amortisation of acquired intangible assets

An amount of £0.3 million (2025: £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 (2025: £0.1 million). The tax effect of expenses not deductible for tax

was £0.7 million (2025: £0.8 million).

Other items

Foreign exchange and derivative movement on Naves liability

The foreign exchange loss on the Naves-related liabilities and derivative of £0.1 million (2025: £0.2 million gain) is included as a

specific item as it relates to the acquisition of Naves and is not related to trading. During the year, the final tranche of convertible

loan notes was settled, and as such, there will be no further specific item related to the Naves liability from FY27 onwards.

Hedge ineffectiveness

During the year, one of the Group’s counterparties to its forward foreign exchange contracts was placed into administration. From

the date that the Group determined there to be a significant increase in credit risk, such that it dominated the fair value changes

of the derivatives, the Group discontinued hedge accounting. The net fair value loss on outstanding derivative contracts with this

counterparty from this date is presented as a specific item as hedge accounting is not permitted under IFRS 9 and the Group

does not consider the loss to be reflective of the Group’s underlying hedging strategy and business performance.

The tax charge on specific items included within other items was £0.2 million (2025: £0.2 million credit). The tax effect of income

not taxable was £0.4 million (2025: £0.2 million).

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Braemar Plc Annual Report & Accounts 2026

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):

		2026	2025
	Notes	£’000	£’000
Staff costs	2.4	100,046	102,877
Depreciation of property, plant and equipment	3.5	3,721	3,227
Amortisation of computer software intangible assets	3.2	101	173
Impairment of financial assets	4.2	1,079	1,039
Auditor’s remuneration	2.6	1,160	1,354
Other professional costs		4,437	3,860
Office costs		2,810	2,166
IT and communication costs		4,129	4,411
Insurance		1,013	1,463
Net foreign exchange losses		302	857

2.4 Staff costs

a) Staff costs for the Group during the year (including directors)

		2026	2025
	Notes	£’000	£’000
Salaries, wages and short-term employee benefits		88,279	88,909
Other pension costs	5.1	2,048	1,967
Social security costs		7,332	6,438
Share-based payments	5.2	2,387	5,563
Total		100,046	102,877

The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’

Remuneration Report on pages 70–90. The directors’ remuneration is borne by Braemar Plc.

b) Average number of employees

	2026	2025
	number	number
Chartering	232	248
Risk Advisory	30	33
Investment Advisory	56	55
Central	70	75
Total	388	411

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Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

2 Performance-related information continued

2.4 Staff costs continued

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 70–90.

	2026	2025
	£’000	£’000
Salaries, short-term employee benefits and fees	2,986	1,187
Other pension costs	12	59
Termination benefits	400	–
Share-based payments	188	349
Total	3,586	1,595

Pension costs relate to contributions made to a defined contribution pension scheme on behalf of one (2025: two) 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.

		2026	2025
	Note	£’000	£’000
Finance income:
– Interest on bank deposits	4.5	111	358
– Interest on lease receivables	3.6	–	1
– Interest on Cory earnout deferred consideration receivable	4.4	31	39
Interest income applying the effective interest method		142	398
– Interest income on the net defined benefit asset	5.1	180	109
– Foreign exchange gain on non-GBP denominated credit facilities	4.6	–	46
– Gain on Naves-related derivative instruments and liability	4.7	–	213
Total finance income		322	766
Finance costs:
– Interest payable on revolving credit and overdraft facilities	4.6	(2,179)	(2,240)
– Interest on lease liabilities	3.6	(474)	(276)
– Interest payable on convertible loan notes	4.7	(93)	(201)
Interest expense applying the effective interest method		(2,746)	(2,717)
– Loss on derivative instruments not eligible for hedge accounting		(663)	–
– Foreign exchange loss on non-GBP denominated credit facilities		(77)	–
– Loss on Naves-related derivative instruments and liability		(111)	–
Total finance costs		(3,597)	(2,717)
Finance costs – net		(3,275)	(1,951)

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Braemar Plc Annual Report & Accounts 2026

2.6 Auditor’s remuneration

A more detailed analysis of the auditor’s services is provided below:

	2026	2025
	£’000	£’000
Audit services:
– Fees payable to the Company’s auditor for the audit of the Company’s Financial Statements	652	702
Fees payable to the Group’s auditor and its associates for other services:
– The audit of the Group’s subsidiaries pursuant to legislation	363	521
– Other services – interim review and reporting accountant services	145	131
	1,160	1,354

All fees paid to the auditor were charged to operating profit in both years.

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.

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Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

2 Performance-related information continued

2.7 Taxation continued

a) Analysis of charge in year

	2026	2025
	£’000	£’000
Current tax
UK corporation tax charged to the Income Statement	830	831
UK adjustment in respect of previous years	(290)	(6)
Overseas tax on profits in the year	2,210	1,810
Overseas adjustment in respect of previous years	(227)	33
Total current tax	2,523	2,668
Deferred tax
UK current year origination and reversal of temporary differences	385	269
UK adjustment in respect of previous years	2	–
Overseas current year origination and reversal of temporary differences	(556)	183
Overseas adjustment in respect of previous years	–	–
Total deferred tax	(169)	452
Taxation	2,354	3,120

	2026	2025
Reconciliation between expected and actual tax charge	£’000	£’000
Profit before tax from continuing operations	4,631	9,222
Profit before tax at standard rate of UK corporation tax of 25% (2025: 25%)	1,158	2,305
Tangible fixed assets	58	–
Net expenses not deductible for tax purposes	1,757	1,649
Utilisation of previously unrecognised losses	(27)	(33)
(Losses)/profit on overseas branch	(112)	(241)
Tax calculated at domestic rates applicable to profits in overseas subsidiaries	(604)	(696)
Share scheme movements	555	98
Unrecognised deferred tax on losses 1	82	11
Prior year adjustments	(513)	27
Total tax charge for the year	2,354	3,120

1 The Group has £0.3 million of unrecognised deferred tax asset relating to £1.1 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 2026, the losses have no expiry.

Included within the total tax charge is £0.2 million credit (2025: £0.5 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.

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Braemar Plc Annual Report & Accounts 2026

b) Amounts recognised in OCI

	2026	2025
	£’000	£’000
Items that will not be reclassified to profit or loss
Actuarial gain in respect of defined benefit pension scheme	780	1,025
Sub-total	780	1,025
Items that will be reclassified to profit or loss
Cash flow hedge	2,535	(1,601)
Deferred tax charge on cash flow hedge	(650)	400
Sub-total	1,885	(1,201)
Total amounts recognised in OCI	2,665	(176)

Within the UK current year origination and reversal of temporary differences, there is no amount (2025: £nil) in respect of deferred

tax on the actuarial gain on the Group’s defined benefit pension scheme.

c) Deferred tax asset

	Accelerated
	capital	Trading		Other	Employee
	allowances	losses	Bonuses	provisions	benefits	Total
Deferred tax asset	£’000	£’000	£’000	£’000	£’000	£’000
At 1 March 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
(Charge)/credit to Income Statement	(309)	208	335	30	(239)	25
(Charge)/credit to other comprehensive income	–	–	–	(650)	–	(650)
(Charge)/credit to equity	–	–	–	–	(519)	(519)
Exchange translation differences	–	(16)	(45)	(32)	–	(93)
At 28 February 2026	(265)	505	1,008	(1)	884	2,131

d) Deferred tax liability

	As at	As at
	28 Feb 2026	28 Feb 2025
Analysis of the deferred tax liability	£’000	£’000
Temporary differences	(188)	(358)
Balance at end of year	(188)	(358)

	As at	As at
	28 Feb 2026	28 Feb 2025
The movement in the deferred tax liability	£’000	£’000
Balance at beginning of year	(358)	(8)
Current year origination and reversal of temporary differences	144	(350)
Exchange differences	26	–
Balance at end of year	(188)	(358)

123

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

2 Performance-related information continued

2.7 Taxation continued

e) The movement in the net deferred tax asset

	2026	2025
	£’000	£’000
Balance at beginning of year	3,010	2,971
Movement to Income Statement:
Adjustments in respect of prior years	2	–
Arising on bonuses	529	(535)
Arising on other	(123)	83
Arising on employee benefits	(239)	–
Total movement to Income Statement	169	(452)
Movement to other comprehensive income:
Related deferred tax asset	(650)	400
Exchange translation differences	(67)	(42)
Movement to equity	(519)	133
Total movement to equity and other comprehensive income	(1,236)	491
Balance at end of year	1,943	3,010

A deferred net tax asset of £1.9 million (2025: £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 (2025: £nil).

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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.

	2026	2025
Total operations	£’000	£’000
Profit for the year attributable to shareholders	2,277	6,102

	Pence	Pence
Basic earnings per share	7.24	19.41
Effect of dilutive share options	(0.88)	(2.83)
Diluted earnings per share	6.36	16.58

	2026	2025
Underlying operations	£’000	£’000
Underlying profit for the year attributable to shareholders	7,624	9,840

	Pence	Pence
Basic earnings per share	24.23	31.30
Effect of dilutive share options	(2.95)	(4.56)
Diluted earnings per share	21.28	26.74

A reconciliation by class of instrument in relation to potential dilutive ordinary shares and their impact on earnings is set out below:

		2026			2025
	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	31,468,164	7,624	2,277	31,435,065	9,840	6,102
RSP, DBP and LTIP	4,360,433	–	–	5,361,377	–	–
Used in diluted earnings per share	35,828,597	7,624	2,277	36,796,442	9,840	6,102

125

Strategic Report Governance Financial Statements

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.

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Braemar Plc Annual Report & Accounts 2026

	£’000
Cost
At 29 February 2024	87,816
Exchange adjustments	(409)
At 28 February 2025	87,407
Exchange adjustments	686
At 28 February 2026	88,093
Accumulated impairment
At 29 February 2024	16,479
Exchange adjustments	(315)
At 28 February 2025	16,164
Exchange adjustments	528
At 28 February 2026	16,692
Net book value at 28 February 2026	71,401
Net book value at 28 February 2025	71,243

All goodwill is allocated to cash-generating units. The allocation of goodwill to groups of cash-generating units is as follows:

	2026	2025
	£’000	£’000
Chartering	68,696	68,696
Corporate Finance (part of Investment Advisory segment)	2,705	2,547
Total goodwill	71,401	71,243

These groups of cash-generating units represent the lowest level within the Group at which goodwill is monitored for internal

management purposes.

127

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.1 Goodwill continued

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 2026 was a gain of £0.2 million (2025: 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 2031; 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:

Chartering

The key assumptions and resulting net present values are as follows:

Chartering	2026	2025
Pre-tax discount rate	14.3%	11.8%
Revenue growth/(decline) in year 1	1.1%	(1.6)%
Average revenue growth rate years 2-5	3.0%	3.0%
Operating profit margin years 1-5	10.3% – 10.7%	11.4% – 12.1%
Long-term growth rate	1.7%	1.7%

At 28 February 2026, the net present value of the Chartering segment is higher than the carrying value of the goodwill and other

assets in respect of this cash-generating unit. At the Balance Sheet date, management concluded that there is no impairment.

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Braemar Plc Annual Report & Accounts 2026

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 with volatility of the success fee taken into account. Growth rates used in the value-in-use test reflect this variability

and were based on the best estimate of management.

Corporate Finance	2026	2025
Pre-tax discount rate	17.5%	13.7%
Revenue growth in year 1	2.0%	9.4%
Average revenue growth rate years 2-5	5.0%	5.0%
Operating profit margin years 1-5	19.1% – 24.4%	21.3% – 24.2%
Long-term growth rate	1.7%	1.7%

At 28 February 2026, the net present value of the Corporate Finance CGUs is higher than the carrying value of the goodwill and other

assets in respect of the cash-generating units. At the Balance Sheet date, management concluded that there is no impairment.

Sensitivity to impairment

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;

– pre-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.

In addition, because the majority of the Group’s revenue is denominated in US dollars, a change in foreign currency exchange

rate could have a significant impact on the determined value. The sensitivity of a change in exchange rates is also modelled by

reference to the impact of changes in revenue performance. The recoverable amount of the Group’s goodwill relating to Chartering

exceeds its carrying value by £7.7 million. The below table presents the net variance in the calculated value in use of Chartering

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
Chartering	6,199	(6,038)	(10,729)	14,798	2 7,79 1	(27,791)

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 assumptions
	Increase/(decrease)
Revenue growth rate from years 2 to 5	(1.3%)
Discount rate	1.4%
Revenue underperforms forecast in year 1	(4.2%)

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Strategic Report Governance Financial Statements

3 Balance sheet non-current assets continued

3.1 Goodwill continued

The recoverable amount of the Group’s goodwill relating to Corporate Finance exceeds its carrying value by £0.4 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	196	(191)	(371)	480	924	(924)

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 assumptions
	Increase/(decrease)
Revenue growth rate from years 2 to 5	(2.1%)
Discount rate	2.1%
Revenue underperforms forecast in year 1	(6.4%)

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.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

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 29 February 2024	3,638	4,202	7,84 0
Disposals 1	(45)	293	248
Exchange rate adjustments	(4)	15	11
At 28 February 2025	3,589	4,510	8,099
Addition	13	–	13
Disposals	(1,073)	–	(1,073)
Exchange rate adjustments	4	(210)	(206)
At 28 February 2026	2,533	4,300	6,833
Amortisation
At 29 February 2024	3,341	1,314	4,655
Charge for the year	173	412	585
Disposals 1	(44)	293	249
Exchange adjustments	(3)	5	2
At 28 February 2025	3,467	2,024	5,491
Charge for the year	101	298	399
Disposal	(1,063)	–	(1,063)
Exchange adjustments	5	(49)	(44)
At 28 February 2026	2,510	2,273	4,783
Net book value at 28 February 2026	23	2,027	2,050
Net book value at 28 February 2025	122	2,486	2,608

1 The positive amount in the prior year 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 2026, the Group had no contractual commitments for the acquisition of computer software or other intangible

assets (2025: £nil).

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Strategic Report Governance Financial Statements

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.

	2026	2025
	£’000	£’000
Unlisted investments	1,443	1,720
Movement in unlisted investments	£’000	£’000
Opening balance	1,720	1,633
Balance sheet transfer	(279)	–
Fair value gain	2	87
Closing balance	1,443	1,720

A list of subsidiary undertakings is included in Note 7.3. The Financial Statements of the principal subsidiary undertakings are

prepared to 28 February 2026.

The Group’s unlisted investments include 1,000 (2025: 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 28 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.

Notes to the Financial Statements continued

132

Braemar Plc Annual Report & Accounts 2026

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.

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 2025. For practical reasons Zuma Labs Limited’s management accounts for

the period have been used.

At 28 February 2025, the Group’s shareholding was 2,500 shares, which equated to 20.0% of Zuma Labs Limited’s share capital

and 20.0% of voting rights. The Group had representation on the board of Zuma Labs Limited, and, as a result, the Group

considered that it had the power to exercise significant influence in Zuma Labs Limited and the investment in it was accounted for

using the equity method.

On 8 January 2026, the Group disposed of its investment in Zuma Labs Limited for $1.25 million (£0.9 million) resulting in a gain on

disposal of £0.2 million, which was recognised in the Consolidated Income Statement.

The movements in the investment in the associate are provided below:

	Zuma
	£’000
At 29 February 2024	713
Share of loss in associate	–
At 28 February 2025	713
Disposal of interest in associate	(713)
At 28 February 2026	–

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

133

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

3 Balance sheet non-current assets continued

3.5 Property, plant and equipment continued

	Land and		Fixtures and
	buildings	Computers	equipment	Total
	£’000	£’000	£’000	£’000
Cost
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
Reclassification	49	52	(101)	–
Additions at cost	1,903	341	829	3,073
Disposals	(722)	(1,063)	(85)	(1,870)
Exchange differences	(455)	(29)	(60)	(544)
At 28 February 2026	24,678	1,692	2,774	29,144
Accumulated depreciation and impairment
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
Charge for the year	3,227	307	187	3,721
Disposals	(670)	(1,062)	(80)	(1,812)
Reclassification	16	9	(25)	–
Impairment	391	–	–	391
Exchange differences	(274)	(14)	(41)	(329)
At 28 February 2026	17,532	986	1,803	20,321
Net book value at 28 February 2026	7,146	706	971	8,823
Net book value at 28 February 2025	9,061	645	429	10,135

At 28 February 2026, the Group had no contractual commitments for the acquisition of property, plant and equipment (2025: £nil).

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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 assessment of whether it is reasonably certain that the Group will exercise an extension option or not exercise a

termination option is made at the commencement of the lease. This estimate is reassessed only if there is a significant event

or significant change in circumstance that is within the control of the Group and affects whether the Group is reasonably

certain to exercise the extension option or not exercise the termination option, not included in the lease term.

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.

During the prior 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 £8.2 million have not been included in lease liabilities 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 2026. 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.

135

Strategic Report Governance Financial Statements

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 29 February 2024	4,095	148	4,243
Additions	7,570	38	7,6 08
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
Additions	1,572	103	1,675
Depreciation	(2,965)	(65)	(3,030)
Impairment	(321)	–	(321)
Disposals	(51)	(6)	(57)
Exchange differences	(167)	1	(166)
At 28 February 2026	6,574	137	6,711

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Braemar Plc Annual Report & Accounts 2026

Lease liabilities

	Total
	£’000
At 29 February 2024	4,778
Additions	7,60 8
Interest expense	276
Lease payments	(3,382)
Exchange differences	(35)
At 28 February 2025	9,245
Additions	1,663
Disposal	(41)
Interest expense	474
Lease payments	(3,387)
Exchange differences	6
At 28 February 2026	7,960

The total cash outflow for leases is £3,387,000 (2025: £3,382,000), of which £474,000 (2025: £276,000) represents payment

of interest.

Contractual payments by maturity are provided in Note 4.4 (f).

During the year, the financial effect of revising the lease term of the Group’s leases subject to exercising extension and termination

options was £33,000 (2025: £nil) in the recognised lease liabilities. As at 28 February 2026, undiscounted potential future cash

outflows of £8.2 million (2025: £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).

Lease receivables

	Gross	Provision	Net
	£’000	£’000	£’000
At 29 February 2024	240	–	240
Interest income	1	–	1
Lease payments	(241)	–	(241)
At 28 February 2025 and 28 February 2026	–	–	–

	2026	2025
	£’000	£’000
Short-term lease expense	(146)	(232)
Short-term lease income	99	128

137

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities

4.1 Other long-term receivables

The following table sets out the assets of the Group expected to be recovered in greater than twelve months.

	2026	2025
	£’000	£’000
Security deposits	362	360
Prepayments	358	1,408
	720	1,768

Prepayments includes the non-current element of the clawback provision on joining and retention incentives paid to certain

employees. The receivable is amortised over the clawback 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 that do not have a significant financing component are initially recognised at their

transaction price 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.

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.

A 2% increase in the expected credit loss rate across all past due time bands would result in an increase to the provision of

£0.6 million (2025: £0.5 million) and a decrease of 2% would result in a decrease in the provision of £0.4 million (£0.5 million).

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Braemar Plc Annual Report & Accounts 2026

	2026	2025
	£’000	£’000
Trade receivables	29,925	28,871
Provision for impairment of trade receivables	(4,059)	(3,433)
Net trade receivables	25,866	25,438
Deferred consideration	–	1,336
Contingent consideration	–	654
Other receivables 1	7,094	5,078
Finance lease receivables	–	–
Contract assets	1,356	1,270
Prepayments	4,896	7,111
Total	39,212	40,887

1 Other receivables is net of an impairment provision of £171,000 (2025: £113,000 provision which is included in Provision for impairment of trade receivables).

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 are amounts in relation to the Group’s 50% in interest in its joint operation with GFI, an operating

division within BGC Group Inc., which conducts wet freight derivative broking. VAT and other sales tax receivables and employee

loans are also included in other receivables.

Prepayments include an asset of £1.7 million (2025: £2.2 million) in respect of the current portion of the clawback provision on

joining incentives paid to certain employees which are being charged to the Income Statement in accordance with the clawback

provisions of the underlying contracts. The receivable is amortised over the clawback period.

The directors consider that the carrying amounts of trade receivables approximate to their fair value.

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 2026, trade receivables of £3.2 million (2025: £2.8 million) which were over twelve months old were treated as

credit impaired and have been provided for. A £0.2 million provision (2025: £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.

Based on the Group’s historical experience, debtors that reach more than twelve months past due are generally considered credit

impaired. 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, amongst 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.

139

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.2 Trade and other receivables continued

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
2026	£’000	%	£’000	£’000	£’000
Up to 3 months	20,976	0.5	–	96	96
3 to 6 months	3,102	3.8	–	117	117
6 to 12 months	2,621	23.3	208	404	612
Over 12 months	3,226	100	3,226	–	3,226
Trade receivables	29,925	13.5	3,434	617	4,051
Contract assets	1,356	0.6	–	8	8
Total	31,281	13.0	3,434	625	4,059

					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	1.8	–	365	365
3 to 6 months	2,787	2.0	–	56	56
6 to 12 months	3,002	5.0	–	150	150
Over 12 months	2,944	96.8	2,849	–	2,849
Trade receivables	28,871	11.8	2,849	571	3,420
Contract assets	1,270	1.0	–	13	13
Total	30,141	11.4	2,849	584	3,433

Movements on the provision for impairment of trade receivables and contract assets were as follows:

	2026	2025
	£’000	£’000
At 1 March	3,433	2,837
Impairment charge	1,079	1,039
Receivables written off during the year as uncollectible	(142)	(445)
Reclassification of other provisions	(171)	–
Foreign exchange (gain)/loss	(140)	2
At 28 February	4,059	3,433

Amounts receivable written off in the year relate to previously fully provided for amounts.

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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:

	2026	2025
	£’000	£’000
At 1 March	1,270	1,517
Contract assets converted to receivables on invoicing	(1,216)	(1,434)
Contract assets arising on new contracts in year	1,302	1,187
At 28 February	1,356	1,270

The movement in the asset between years is due to the invoicing of prior year assets and the accrual of amounts relating to the

current year.

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.

	2026	2025
Current liabilities	£’000	£’000
Trade payables	4,113	3,646
Lease liabilities	3,555	2,733
Other taxation and social security	366	374
Other payables	830	1,375
Contract liabilities	675	533
Accruals	27,790	26,071
Total	37,329	34,732

Accruals primarily includes accrued bonuses and other specific accruals.

The directors consider that the carrying amounts of trade payables approximate to their fair value.

	2026	2025
Non-current liabilities	£’000	£’000
Deferred bonus accrual	1,601	–
Other payables	197	498
Total	1,798	498

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.

141

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

Financial instruments

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
	Level 1	Level 2	Level 3	28 Feb 2026
	£’000	£’000	£’000	£’000
Financial assets:
Unlisted investment	–	–	1,443	1,443
Derivative contracts 1	–	2,027	–	2,027
Total	–	2,027	1,443	3,470
Financial liabilities:
Derivative contracts 1	–	51	–	51
Total	–	51	–	51

				As at
	Level 1	Level 2	Level 3	28 Feb 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

1 Currency forwards with a fair value of £2.0 million (2025: £0.2 million) maturing within twelve months have been shown as current assets. Currency forwards with a fair

value of £nil (2025: £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 £0.1 million (2025: £0.6 million) maturing within twelve months shown as current liabilities and currency forwards with a fair value of £nil

(2025: £0.1 million) maturing in greater than twelve months of the Balance Sheet date shown as non-current liabilities.

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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.

Valuation processes

The Group’s finance team and Group Chief Financial Officer are responsible for fair value measurement of financial instruments and

make 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 29 February 2024	1,082	1,633
Transfer into Level 3	–	–
Fair value gain recognised in operating costs	128	87
Cash settlement	(556)	–
Fair value at 28 February 2025	654	1,720
Balance sheet transfer	–	(281)
Fair value gain recognised in operating costs	9	4
Cash settlement	(663)	–
Fair value at 28 February 2026	–	1,443

Unlisted investments

The unlisted investment primarily relates to the Group’s investment in the London Tanker Brokers’ Panel; see Note 3.3. The Group

has valued the investment 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 14.8% (2025: 16.0%); and

– expected income from the investment.

An increase in the discount rate of 2% would result in a 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 is therefore classified as Level 3.

The contingent consideration receivable relates to the disposal of the Logistics Division. The SPA provides for a minimum

guaranteed amount in each of the three years following disposal; this amount is 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 is classified as contingent consideration. The prior year 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%. The discount rate takes into account the credit risk of Vertom Agencies BV.

See Note 4.9 for further details.

143

Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

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 £0.1 million (2025: £0.4 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.

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 £29,000 (2025: £111,000 gain) has been recognised in the Income Statement in respect of the fair value movement of the

embedded derivative from 1 March 2025 to 28 February 2026. On settlement of the outstanding convertible loan notes during the

year, the embedded derivative has also been extinguished.

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:

	2026	2025
Financial assets	£’000	£’000
Cash and cash equivalents	23,363	20,477
Deferred consideration receivable	–	1,336
Trade and other receivables	34,384	32,237
Total	57,747	54,050

	2026	2025
Financial liabilities	£’000	£’000
Trade and other payables	6,518	6,095
Convertible loan notes	–	2,401
Long-term borrowings	26,324	22,936
Total	32,842	31,432

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.

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 12 months (2025: 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 (2025: £nil).

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Braemar Plc Annual Report & Accounts 2026

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.

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 £3.4 million (2025: £1.5 million 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	2026	2025
Carrying amount of asset	£2,027,006	£397,427
Carrying amount of liability	£(51,225)	£(679,140)
Total notional amount	US$75,900,000	US$115,650,000
Maturity dates	March 2026 to	March 2025 to
	February 2027	September 2026
Hedge ratio	1:1	1:1
Change in fair value of outstanding hedging instruments since inception of the hedge	£1,975,781	£(281,714)
Change in value of hedged item used to determine hedge ineffectiveness	£(1,975,781)	£281,714
Weighted average strike rate for outstanding hedging instruments	1.30	1.26

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Strategic Report Governance Financial Statements

Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

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:

	2026	2025
	£’000	£’000
Hedge ratio	1:1	1:1
Change in value of hedging instruments due to foreign currency movements since 1 March	263	(19)
Change in value of the hedged item used to determine hedge effectiveness	(263)	19

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 £0.4 million (2025: £0.1 million gain) and is split as follows:

– continuing net investment hedges gain of £0.4 million (2025: £0.1 million gain); and

– hedging relationships for which hedge accounting is no longer applied, £nil (2025: £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 2026
US dollars	1,934	(1,582)	(2,653)	3,020
Euros	423	(346)	423	(346)
Total	2,357	(1,928)	(2,230)	2,674
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

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Braemar Plc Annual Report & Accounts 2026

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:

		2026	2025
	Note	£’000	£’000
Floating rate:
Within one year
Cash and cash equivalents	4.5	23,362	20,472
Long-term borrowings	4.6	(26,524)	(23,210)
		(3,162)	(2,738)

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%	–1%	+1%	–1%
	increase	decrease	increase	decrease
	£’000	£’000	£’000	£’000
28 February 2026
Cash and cash equivalents	217	(217)	217	(217)
Long-term borrowings	(254)	254	(254)	254
Total	(37)	37	(37)	37
28 February 2025
Cash and cash equivalents	251	(251)	251	(251)
Long-term borrowings	(233)	233	(233)	233
Total	18	(18)	18	(18)

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.

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.

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Notes to the Financial Statements continued

4 Balance sheet – Operating assets and liabilities continued

4.4 Financial instruments and risk management continued

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	Between	Between		Total	Total
	Up to	3 and 12	1 and 2	2 and 5	Over	contractual	carrying
	3 months	months	years	years	5 years	amount	amount
At 28 February 2026	£’000	£’000	£’000	£’000	£’000	£’000	£’000
Trade and other payables	6,466	52	–	–	–	6,518	6,518
Loans and borrowings	374	1,121	27,560	–	–	29,055	26,324
Lease liabilities	915	2,919	3,465	1,040	139	8,478	7,960
Total	7,755	4,092	31,025	1,040	139	44,051	40,802
Forward currency contracts							51
Gross outflows	–	20,473	–	–	–	20,473
Gross inflows	–	(20,444)	–	–	–	(20,444)
Net outflow from derivative contracts	–	29	–	–	–	29

		Between				Total
	Up to	3 and 12	Between	Between	Over	contractual	Total carrying
	3 months	months	1 and 2	2 and 5	5 years	amount	amount
At 28 February 2025	£’000	£’000	years £’000	years £’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	–	2 7,166	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, 34 8	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

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 2026 and 28 February 2025.

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Braemar Plc Annual Report & Accounts 2026

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.

	2026	2025
	£’000	£’000
Cash at bank and cash in hand	23,363	20,477
Total	23,363	20,477

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 £7.1 million (2025: £6.0 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 is 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. During the year

the Group exercised its option and received approval for the accordion facility as set out below.

	2026	2025
	£’000	£’000
Long-term borrowings
Secured revolving credit facilities	26,324	22,936
Lease liabilities	4,405	6,512
Total	30,729	29,448

The Group’s revolving credit facility (“RCF”) is for £40.0 million which has increased by £10 million following approval of the

accordion facility of £10.0 million. In the prior 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. The RCF agreement has an EBITDA leverage covenant of 2.5x

and a minimum interest cover of 4x. At 31 May 2025, 31 August 2025, 30 November 2025 and 28 February 2026 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. 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 2026, the Group’s net debt was £2.9 million (28 February 2025: £2.5 million net debt)

with available headroom in the £40.0 million RCF of £13.5 million (at 28 February 2025: £6.8 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.

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4 Balance sheet – Operating assets and liabilities continued

4.7 Convertible loan notes

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 and 450.3 pence for non-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 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.

The embedded derivatives within the convertible loan notes are valued using Level 3 hierarchy techniques under IFRS 13.

See Note 4.4.

The final convertible loan notes were settled in the year and the Group has no outstanding balance at the end of February 2026

(2025: £2.4 million). The following table shows amounts in the Group balance sheet relating to the convertible loan notes issued on

the acquisition of Naves.

	2026	2025
Represented in the Group Balance Sheet	£’000	£’000
Current liabilities:
Convertible loan notes	–	2,401
Derivatives	–	29
	–	2,430

The movement in the Naves-related balances in the Group Balance Sheet during the year is explained by the items below:

	2026	2025
	£’000	£’000
Total Naves-related balances at start of year	2,430	3,118
Finance expense	93	201
Derivative gain	(29)	(111)
Foreign exchange loss/(gain)	140	(102)
Cash paid	(2,634)	(676)
Total movements	(2,430)	(688)
Total Naves-related balances at year-end	–	2,430

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

The current year cash paid includes interest of £0.1 million (2025: £0.1 million).

The loan notes have the following maturities:

	Accounting value		Nominal value
	2026	2025	2026	2025
	£’000	£’000	£’000	£’000
Due at the reporting date
30 September 2025	–	2,401	–	2,929
	–	2,401	–	2,929
Derivatives thereon	–	29
Total liabilities on loan notes	–	2,430

4.8

Reconciliation of liabilities from financing activities

	RCF	Convertible	Lease
	borrowings	loan notes	liabilities	Total
	£’000	£’000	£’000	£’000
At 1 March 2025	22,936	2,401	9,245	34,582
Cash flows	3,500	(2,559)	(2,913)	(1,972)
Non-cash flows:
– Interest accruing in the period	111	18	–	129
– Fees paid reported as operating cash flows	(37)	–	–	(37)
– New leases	–	–	1,663	1,663
– Lease terminations	–	–	(41)	(41)
– Effects of foreign exchange	(186)	140	6	(40)
At 28 February 2026	26,324	–	7,960	34,284
Current portion	–	–	3,555	3,555

	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	7,60 8
– 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

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Strategic Report Governance Financial Statements

4 Balance sheet – Operating assets and liabilities continued

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 were due,

being an agreed percentage of the future gross profits of the combined VertomCory business over three subsequent twelve-

month earnout periods.

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

measured 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% was used in 2025 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 current other receivables (see Note 4.2). The amortised cost of the deferred

consideration in 2025 was £1.3 million. The fair value of the contingent consideration was £0.7 million. During the year, the Group

received £2.0 million (2025: £1.8 million) which is included in the Group Cash Flow Statement with £1.7 million (2025: £1.7 million)

allocated to investing activities, £0.2 million (2025: £nil) allocated to operating activities due to changes in fair value, and £0.1 million

(2025: £0.1 million) to interest received in relation to the deferred consideration payment. No further payments are due in relation to

the sale of Cory Brothers.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

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 Group 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. In July 2024, the Court of Appeal handed down a judgment which potentially has implications for the validity

of amendments made by pension schemes that were contracted out on a salary-related basis between 6 April 1997 and

the abolition of contracting-out in 2016. The Government in September 2025, recognising that schemes and sponsoring

employers need clarity around scheme liabilities, proposed legislation to give affected pension schemes the ability to

retrospectively obtain written actuarial confirmation that historic benefit changes met the necessary standards. The Group

has not made any allowance for the possible impact of the ruling as it is currently unclear whether any additional liabilities

might arise, and if they were to arise, how they would be reliably measured. The Group is continuing to review scheme

amendments to decide whether any subsequent actions are required and will continue to monitor developments.

Critical judgement

Recoverability of defined benefit pension scheme net asset

The present value of the defined benefit asset increased largely due to gains in fair value of assets and an increase in the

discount rate from 5.3% at 28 February 2025 to 5.5% at 28 February 2026. The UK defined benefit scheme continues to

be in an actuarial surplus position at 28 February 2026 (measured on an IAS 19 “Employee Benefits” basis) of £3.5 million

(28 February 2025: £2.5 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 £1.2 million (2025: £0.9 million),

at a rate of 25% (2025: 25%).

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 (the “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.

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5 Employee remuneration schemes continued

5.1 Long-term employee benefits continued

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.

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 2026. 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 2026 were as follows:

	2026	2025
	£’000	£’000
Present value of funded obligations	9,910	9,904
Fair value of Scheme assets, net of tax	(13,418)	(12,452)
Total surplus of defined benefit pension scheme	(3,508)	(2,548)

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 (2025: 14 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.

Notes to the Financial Statements continued

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Braemar Plc Annual Report & Accounts 2026

The Trustees insure certain benefits payable on death before retirement.

The principal assumptions used for updating the latest valuation of the Scheme were:

	2026	2025
	(% p.a.)	(% p.a.)
Discount rate	5.5	5.3
CPI inflation	2.5	2.6
Pension and deferred pension increases:
CPI capped at 2.5% p.a.	2.3	2.3
CPI capped at 5.0% p.a.	2.5	2.6

	2026	2025
	Years	Years
Life expectancy from age 60 for:
Current 60-year-old male	26.1	25.6
Current 60-year-old female	28.7	28.1
Post-retirement mortality		S2 PXA, CMI 2024 (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 (2025: 80%)

All members are assumed to retire at age 60.

The Scheme’s assets are split by type of asset in the following table.

	2026	2025
Scheme assets (before expected tax charge on recovery)	£’000	£’000
Scheme assets are comprised as follows:
Overseas equities	966	1,387
High-yield debt	–	45
Cash	360	395
Inflation-linked bonds	1,089	1,057
Corporate bonds	2,393	2,187
Government bonds	770	728
Diversified growth funds	9,010	7,503
Total	14,588	13,302

The Pension Scheme assets do not include any ordinary shares issued by the Company. All assets are held through pooled

investment vehicles.

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5 Employee remuneration schemes continued

5.1 Long-term employee benefits continued

	2026	2025
Expense recognised in the Income Statement (included in operating costs)	£’000	£’000
Interest income on net asset/liability	(180)	(109)
Income recognised in Income Statement	(180)	(109)
Remeasurements in other comprehensive expense:
Gain on assets in excess of that recognised in net interest	(982)	(277)
Actuarial gains due to changes in financial assumptions	(353)	(693)
Actuarial loss due to changes in demographic assumptions	158	27
Actuarial loss/(gain) due to liability experience	77	(171)
Expected tax charge on recovery of assets	320	89
Gain recognised in other comprehensive income	(780)	(1,025)
Total amount recognised in Income Statement and other comprehensive expense	(960)	(1,134)

Changes to the present value of the defined benefit obligation are analysed as follows:

	2026	2025
	£’000	£’000
Opening defined benefit obligation	9,904	10,609
Interest expense	525	530
Actuarial gains due to changes in financial assumptions	(353)	(693)
Actuarial loss/(gain) due to changes in demographic assumptions	158	27
Actuarial (gain)/loss due to liability experience	77	(171)
Net benefit payments from Scheme	(401)	(398)
Closing value at 28 February	9,910	9,904

Changes in the fair value of plan assets are analysed as follows:

	2026	2025
	£’000	£’000
Opening fair value at 1 March	12,452	12,023
Interest income	705	639
Fair value gain/(loss) on assets	982	277
Contributions by employers	–	–
Net benefit payments from Scheme	(401)	(398)
Expected tax charge on recovery of assets	(320)	(89)
Closing value at 28 February	13,418	12,452

Notes to the Financial Statements continued

156

Braemar Plc Annual Report & Accounts 2026

The Group does not expect to make any contributions to the Scheme in the next twelve months.

	2026	2025
Actual return on Scheme assets	£’000	£’000
Interest income on plan assets	705	639
Remeasurement gain/(loss) on assets	982	277
Actual return on assets	1,687	916

Sensitivity analysis

The table below illustrates the sensitivity of the Scheme liabilities at 28 February 2026 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	892
Inflation assumption increased by 0.5% p.a. 1	5.9	585
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 £2,048,000 (2025: £1,967,000) which was in respect of continuing operations.

Contributions of £212,927 were due to these schemes at 28 February 2026 (2025: £190,000).

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 instruments 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 of 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.

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5 Employee remuneration schemes continued

5.2 Share-based payments continued

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 FY26 would result in an additional charge of £0.4 million (2025: £0.5

million) to the Income Statement, while a 5% increase in the forfeiture assumption during FY26 would result in a reduced

charge of £0.4 million (2025: £0.7 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.

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 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.

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.

Notes to the Financial Statements continued

158

Braemar Plc Annual Report & Accounts 2026

The Company operates a variety of share-based payment schemes which are listed below.

Deferred Bonus Plan

Details of the share awards in issue and the movements in the year are given below:

	Number at				Number at	Exercise
Share	1 March				28 February	price
scheme	2025	Granted	Exercised	Forfeited	2026	(pence)	Exercisable
Jun–21	5,179	–	(5,005)	(174)	–	nil	Jun 2025
Sep–22	768,634	–	(67 7,8 17 )	(90,817)	–	nil	Jun 2025
Jan–23	341,543	–	(338,138)	(3,405)	–	nil	Jun 2025
Feb–23	121,944	–	(107,4 39)	(14,505)	–	nil	Jun 2025
Dec–23	1,624,371	–	(140,455)	(242,943)	1,240,973	nil	Jul 2024 – Jul 2026
Jul–24	2,051,729	–	–	(722,731)	1,328,998	nil	Jul 2027
Feb–25	–	132,873	(6,825)	–	126,048	nil	Feb 2028
Nov–25	–	105,000	–	–	105,000	nil	Aug 28 – Nov 28
Dec–25	–	27,7 78	–	–	27,778	nil	Dec 2028
Total	4,913,400	265,651	(1,275,679)	(1,074,575)	2,828,797

The weighted average share price on exercise for awards exercised during the year was £2.11 (2025: £2.89). The weighted average

share price at grant date for awards granted during the year was £2.48 (2025: £2.97).

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 2026, the ESOP held 1,080,697 ordinary shares (2025: 1,583,460). The ESOP holding

is in line with expectations of how many shares will be needed, along with the time to acquire them, 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.

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
Share	Number at					28 February
scheme	1 March 2025	Granted	Exercised	Lapsed	Forfeited	2026	Exercisable between
LTIP 2020	375,000	–	(156,250)	–	–	218,750	Jul 25 – Jul 30
LTIP 2022 (granted FY23)	493,945	–	–	(234,429)	(259,516)	–	Jul 27 – Jul 32
LTIP 2023	369,958	–	–	–	(133,452)	236,506	Dec 28 – Dec 33
LTIP 2024	394,560	–	–	–	(125,923)	268,637	Jul 29 – Jul 34
LTIP 2025	–	416,030	–	–	–	416,030	Jul 30 – Jul 35
Total	1,633,463	416,030	(156,250)	(234,429)	(518,891)	1,139,923

The weighted average share price at grant date for awards granted during the year was £2.20 (2025: £2.97). The weighted

average share price on exercise for awards exercised during the year was £2.43 (2025: £2.46).

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.

159

Strategic Report Governance Financial Statements

5 Employee remuneration schemes continued

5.2 Share-based payments continued

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					28 February
Share award	1 March 2025	Granted	Exercised	Lapsed	Forfeited	2026	Vesting
Southport Maritime Inc.	1,888,942	–	(1,888,942)	–	–	–	Dec 25
Madrid Shipping Advisors SL	84,478	–	(84,478)	–	–	–	Dec 23 – Dec 25

6 Share capital and other reserves

6.1 Share capital

	Ordinary shares		Ordinary shares
	2026	2025	2026	2025
	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
	2026	2025	2026	2025	2026	2025
	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	–	–
Shares cancelled	(873,395)	–	(87)	–	–	–
Shares issued and fully paid (see below)	1,016,121	–	102	–	–	–
As at end of year	33,067,603	32,924,877	3,307	3,292	–	–

During the year, the Company purchased 873,395 shares from the market and immediately cancelled them. The total consideration

paid for the shares was £2.0 million. No shares remained unpaid at 28 February 2026 or 28 February 2025. The Company has one

class of ordinary shares which carry no right to fixed income.

Notes to the Financial Statements continued

160

Braemar Plc Annual Report & Accounts 2026

6.2 Dividends

Amounts recognised as distributions to equity holders in the year:

	2026	2025
	£’000	£’000
Ordinary shares of 10 pence each Final dividend of 2.5 pence per share for the year ended 28 February 2025 paid on 8 September 2025
(2025: 9.0 pence per share for the year ended 29 February 2024 paid on 9 September 2024)	787	2,862
Interim dividend of 2.5 pence per share paid on 13 January 2026	766
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
	1,553	5,497

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 was £0.1 million (2025: £0.1 million).

For the year ended 28 February 2026, a final ordinary dividend of 4 .5 pence per share has been proposed totalling £1.4 million.

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 prior 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 29 February 2024	7,14 0
Disposal of EBT shares	(521)
Shares acquired by the ESOP	2,376
ESOP shares allocated	(4,661)
At 28 February 2025	4,334
Shares acquired by the ESOP	4,141
ESOP shares allocated	(5,970)
At 28 February 2026	2,505

As at 28 February 2026, the ESOP held 1,080,697 (2025: 1,583,460) 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.

The total cost to the Company of shares held in the ESOP at 28 February 2026 was £2.5 million (2025: £4.3 million) including stamp

duty associated with the purchases. The shares owned by the ESOP had a market value at 28 February 2026 of £2.3 million (2025:

£4.2 million). The distribution of these shares is determined by the Remuneration Committee.

2,299,745 shares (2025: 1,600,095) have been released to employees during the year. The shares acquired by the ESOP during the

year had an aggregate cost of £4.1 million (2025: £2.4 million).

161

Strategic Report Governance Financial Statements

6 Share capital and other reserves continued

6.4 Other reserves

			Foreign
	Capital		currency
	redemption	Merger	translation	Hedging
	reserve	reserve	reserve	reserve	Total
	£’000	£’000	£’000	£’000	£’000
At 29 February 2024	–	4,886	2,490	989	8,365
Cash flow hedges:
– Transfer to income statement	–	–	–	(1,500)	(1,500)
– Fair value gains/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
Cash flow hedges:
– Transfer to income statement	–	–	–	(3,376)	(3,376)
– Fair value gains/losses in the period	–	–	–	5,911	5,911
Share repurchase and cancellation	87	–	–	–	87
Investment hedge	–	–	263	–	263
Exchange differences	–	–	(1,255)	–	(1,255)
Recycling foreign currency translation reserve for Company
strike off	–	–	58	–	58
Deferred tax on items taken to equity	–	–	–	(650)	(650)
At 28 February 2026	87	4,886	1,832	1,673	8,478

The capital redemption reserve arose on share buy-backs and cancellation of those shares 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 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.

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. The deferred tax movement recognised in equity in the year was a loss

of £0.7 million (2025: £0.4 million gain).

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.

Notes to the Financial Statements continued

162

Braemar Plc Annual Report & Accounts 2026

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. An adjustment to reduce the

provision by £0.1 million was made in the prior year and the full amount of the provision was utilised during 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 board believes that no further provision is required.

		Uncertain
		commission
	Dilapidations	obligation	Other	Total
	£’000	£’000	£’000	£’000
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
Provided in the year	44	–	128	172
Utilised in the year	(9)	(1,907)	–	(1,916)
Reversal of provision in the year	(6)	–	–	(6)
Exchange differences	(14)	(96)	(25)	(135)
At 28 February 2026	1,077	–	497	1,574
Current	28	–	497	525
Non-current	1,049	–	–	1,049
At 28 February 2026	1,077	–	497	1,574

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 £0.5 million (2025: £0.4 million) are 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.

163

Strategic Report Governance Financial Statements

7 Other supporting notes continued

7.3 Related party transactions

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
				held
Entity name	Principal activity	Country of incorporation	Registration number	(%)
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 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
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 Madrid S.L. 4	Shipbroking	Spain	B10866028	100 ‡
Braemar Securities España S.A.U 4	Futures broker	Spain	21827993	100
Braemar Corporate Finance GmbH 5	Corporate finance	Germany	HRB 114161	100
Braemar Financial Holdings Germany GmbH 5	Holding company	Germany	HRB 146089	100
Braemar Shipbroking FZCO 6	Shipbroking	United Arab Emirates	DMCC-749556	100
Braemar Securities (DIFC) Limited 6	Futures broker	United Arab Emirates	11227	100
Braemar Shipbroking Pte Limited 7	Shipbroking	Singapore	200602547M	100
Braemar Corporate Finance Pte Limited 7	Corporate finance	Singapore	201834760K	100
			ACN 000862 993/
Braemar Shipbroking Pty Limited 8	Shipbroking	Australia	ABN 35 000 862 993	100
Braemar Seascope Italia SRL 9	Shipbroking	Italy	01268770458	100
Braemar ACM Shipbroking India
Private Limited 10	Shipbroking	India	U63090DL2003PTC120257	49.9 #
Braemar ACM Shipping India Limited 11	Dormant	India	U93090MH2006FLC164019	100
Braemar Korea Co., Ltd 12	Shipbroking	South Korea	110111-8911277	100
Braemar South Africa Proprietary Limited 13	Shipbroking	South Africa	K2024843151	100

Notes to the Financial Statements continued

164

Braemar Plc Annual Report & Accounts 2026

* 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 2026. The Company has provided a guarantee of all outstanding liabilities to which these subsidiaries were subject as at

28 February 2026 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 Paseo de la Castellana 149, 8

Izq., 28019 Madrid

5 Ballindamm 6, 20095 Hamburg, Deutschland

6 Gold Tower, Level 15 Unit 14 D&E, JLT area, Dubai, UAE

7 80 Robinson Rd, #24-01/02, Singapore 068898

8 Level 3, 70 City Road, South Bank, Melbourne, Victoria 3006, Australia

9 Piazza 2 Giugno No 14, 54033 Carrara, Italy

10 2nd Floor, Building No. 22, Pushp Vihar, Commercial Complex, Madangir, New Delhi – 110 062, India

11 Office No. 1004, 10th Floor, Dalamal House, 206-Jamanalal Bajaj Road, Nariman Point, Mumbai-400021, India

12 Gyeonggi Building, 9 Namdaemun-ro 10-gil, Jung-gu, Seoul

13 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 2026 of 4.5 pence per share, totalling £1.4 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.

165

Strategic Report Governance Financial Statements

Company Balance Sheet

As at 28February 2026

Note

As at

28 Feb

2026

£’000

As at

28 Feb

2025

£’000

Assets

Non-current assets

Intangible assets 5 – 97

Property, plant and equipment 6 3,838 5,7 74

Investments 8 124,306 1 27, 288

Deferred tax assets 9 149 746

Derivative financial instruments 15 – 54

Other long-term receivables 10 6,868 10,370

135,161 144,329

Current assets

Other receivables 11 3,847 7,751

Derivative financial instruments 15 956 298

Cash and cash equivalents 12 2,506 879

7,309 8,928

Total assets 142,470 153,257

Liabilities

Current liabilities

Other payables 13 25,643 37,910

Convertible loan notes 15 – 2,401

Derivative liabilities 15 956 327

26,599 40,638

Non-current liabilities

Other payables 13 53 91

Long-term liabilities 14 28,447 27,1 98

Derivative liabilities 15 – 54

Provisions 16 820 800

29,320 28,143

Total liabilities 55,919 68,781

Total assets less total liabilities 86,551 84,476

Equity

Share capital 17 3,307 3,292

ESOP reserve 19 (2,505) (4,334)

Other reserves 20 3,698 3,611

Retained earnings 82,051 81,907

Total equity 86,551 84,476

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 £7 ,713, 000 (2025: profit of £2 4, 018 , 000) and has been

dealt with in the Financial Statements of the Company.

The accompanying notes on pages 168–180 form an integral part of these Financial Statements.

The Financial Statements of Braemar Plc on pages 166–180 were approved by the board of directors on 20 May 2026 and were

signed on its behalf by:

James Gundy Grant Foley

Group Chief Executive Officer Group Chief Financial and Operating Officer

Registered number: 02286034

166

Braemar Plc Annual Report & Accounts 2026

Note

capital

£’000

premium

£’000

ESOP

reserve

£’000

Other

reserves

£’000

Retained

earnings/

(deficit)

£’000

Total

equity

£’000

At 1 March 2024 3,292 – (7,14 0) 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)

Release 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

Profit for the year – – – – 7,713 7,713

Dividends paid 4 – – – – (1,553) (1,553)

Share repurchase and cancellation 20 (87) – – 87 (2,022) (2,022)

New share issued 17 102 – – – (102) –

Own shares acquired 19 – – (4,141) – – (4,141)

Release of shares held by ESOP 19 – – 5,970 – (5,970) –

Share-based payments – – – – 2,387 2,387

Tax on share awards – – – – (309) (309)

At 28February 2026 3,307 – (2,505) 3,698 82,051 86,551

The accompanying notes on pages 168–180 form an integral part of these Financial Statements.

Company Statement of Changes in Total Equity

For the year ended 28February 2026

167

Strategic Report Governance Financial Statements

Notes to the Company Financial Statements

General information

The separate Financial Statements of Braemar Plc for the year ended 28February 2026 were authorised for issue in accordance

with a resolution of the directors on 20 May 2026. Braemar Plc is a public limited company incorporated in England and Wales, and

its principal activity is a holding company for the Braemar Group of companies.

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 historical 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 104–165 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”.

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.

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.

168

Braemar Plc Annual Report & Accounts 2026

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

Lease term Yes Note 3.6 – Leases, in the Consolidated Financial Statements

Share option vesting Yes Note 5.2 – Share-based payments, in the Consolidated

Financial Statements

Accounting policies

The Company’s accounting policies are the same as the accounting policies of the consolidated Group described

onpages109–165 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 profit in both years.

3 Staff costs

Staff costs for the Company during the year (including directors) are provided in the table below.

2026

£’000

2025

£’000

Salaries, wages and short-term employee benefits 2,645 2,337

Other pension costs 107 84

Social security costs 383 298

Share-based payments 188 403

3,323 3,122

The numbers above include remuneration and pension entitlements for each director. Details are included in the Directors’

Remuneration Report on pages 70–90.

The average number of full-time employees of the Company was six (2025: six).

169

Strategic Report Governance Financial Statements

Notes to the Company Financial Statements continued

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 28February 2025 1,835

Disposals (998)

At 28February 2026 837

Accumulated amortisation and impairment

At 28February 2025 1,738

Charge for the year 87

Disposals (988)

At 28February 2026 837

Net book value at 28February 2026 –

Net book value at 28February 2025 97

6 Property, plant and equipment

Land and

buildings

£’000

Computers

£’000

Fixtures and

equipment

£’000

Total

£’000

Cost

At 28February 2025 14,107 235 29 14,371

Additions at cost 212 – 202 414

Disposals – (127) – (127)

At 28February 2026 14,319 108 231 14,658

Accumulated depreciation and impairment

At 28February 2025 8,376 201 20 8,597

Charge for the year 1,981 30 18 2,029

Disposals – (127) – (127)

Impairment 321 – – 321

At 28February 2026 10,678 104 38 10,820

Net book value at 28February 2026 3,641 4 193 3,838

Net book value at 28February 2025 5,731 34 9 5,774

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.

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Braemar Plc Annual Report & Accounts 2026

7 Leases

Right-of-use assets

Land and

buildings

£’000

Fixtures and

equipment

£’000

Total

£’000

At 29 February 2024 583 11 594

Additions 7,0 23 – 7,0 23

Amortisation (1,389) (2) (1,391)

Impairment (743) – (743)

At 28February 2025 5,474 9 5,483

Consideration price change (11) – (11)

Amortisation (1,822) (2) (1,824)

Impairment (321) – (321)

At 28February 2026 3,320 7 3,327

Lease liabilities

Total

£’000

At 29 February 2024 940

Additions 7,02 3

Interest expense 101

Lease payments (2,145)

At 28February 2025 5,919

Consideration price change (11)

Interest expense 307

Lease payments (1,910)

At 28February 2026 4,305

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 2026 587 1,761 2,201 1 – 4,550 (245) 4,305

At 28February 2025 368 1,550 2,356 2,197 – 6,471 (552) 5,919

171

Strategic Report Governance Financial Statements

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.

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.

Following the annual review of indicators of impairment, given in particular the Company’s decreased market capitalisation

compared with the prior year and lower headroom in the Group’s value in use versus the Chartering business assets,

management deemed there to be an indicator of impairment in certain of the Company’s subsidiaries. As a result, a value-in-

use exercise was performed for those subsidiaries.

Largely due to poor performance in the current year and corresponding reductions in revenue outlook for the entity, the

value-in-use calculation performed in relation to Braemar Madrid S.L. has resulted in the Company recognising an impairment

loss of £3.1 million in relation to its investment in that entity. The key assumptions applied in that calculation are set out below:

2026

Pre-tax discount rate 12.8%

Revenue growth/(decline) in year 1 0.0%

Average revenue growth rate years 2-5 3.0%

Operating profit margin years 1-5 3.1% – 3.4%

Long-term growth rate 1.7%

Change in revenue growth

Change in post-tax

discountrate

Year 1 revenue outperforms or

underperforms forecast

+1%

£’000

-1%

£’000

+2%

£’000

-2%

£’000

+15%

£’000

-15%

£’000

Impact on valuation 161 (157) (143) 206 712 (712)

The value-in-use calculation performed in relation to the Company’s investment in the Group’s main holding company,

Braemar Shipping Group Limited, showed headroom of £4.4 million resulting in no impairment being required. In addition,

because the majority of the Group’s revenue is denominated in US dollars, a change in foreign currency exchange rate

could have a significant impact on the determined value. The sensitivity of a change in exchange rates is also modelled by

reference to the impact of changes in revenue performance. The key assumptions used in the value-in-use calculation are

set out below:

2026

Pre-tax discount rate 13.7% – 16.0%

Revenue growth/(decline) in year 1 (1.0)% – (3.1)%

Average revenue growth rate years 2-5 3.0%

Operating profit margin years 1-5 6.1% – 18.0%

Long-term growth rate 1.7%

172

Braemar Plc Annual Report & Accounts 2026

Change in

revenue growth

Change in post-tax

discountrate

Year 1 revenue outperforms or

underperforms forecast

+1%

£’000

-1%

£’000

+2%

£’000

-2%

£’000

+15%

£’000

-15%

£’000

Impact on valuation 8,143 ( 7,93 1) (14,674) 20,261 36,437 (36,437)

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 (0.5%)

Discount rate 0.5%

Revenue underperforms forecast in year 1 (1.8%)

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 where no recharge is made to those subsidiaries. Where the Company immediately recharges

the IFRS 2 charge to the subsidiary, there is no overall increase in the recorded investment in that subsidiary undertaking.

Investments where the Company has no significant influence are held at fair value, with movements in fair value recorded in profit

and loss.

173

Strategic Report Governance Financial Statements

8 Investments continued

Subsidiaries

£’000

Unlisted

investments

£’000

Total

£’000

Cost

At 1 March 2024 126,462 1,353 1 27,8 15

Additions 80 – 80

Fair value gain – 86 86

Share-based payments 257 – 257

At 28February 2025 126,799 1,439 128,238

Additions – – –

Fair value gain – 2 2

Share-based payments 133 – 133

At 28February 2026 126,932 1,441 128,373

Impairment

At 1 March 2024 and 28February 2025 950 – 950

Impairment 3,117 – 3,117

At 28February 2026 4,067 – 4,067

Net book value at 28February 2026 122,865 1,441 124,306

Net book value at 28February 2025 125,849 1,439 127, 288

The Company invested £0.1 million (2025: £0.3 million) in the subsidiaries of the Group in respect of share-based payment charges

incurred in the year.

The Company’s principal investment in Braemar Financial Holdings Limited is held as preference shares; see Note 10 for further

information. Following the end of the year, Braemar Financial Holdings Limited completed a capital reduction, reducing the entire

amount of its issued preference share capital. The Company continues to own 100% of the issued share capital of Braemar

Financial Holdings Limited, and as such, there is no overall economic change to the Company’s interest.

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 2026.

Unlisted investments

The Company’s unlisted investments include 1,000 (2025: 1,000) ordinary £1 shares in London Tanker Brokers’ Panel. The Company

has valued the investment 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 14.8% (2025: 16.0%); and

– expected income from the investment.

An increase in the discount rate of 2% would result in a 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.

Notes to the Company Financial Statements continued

174

Braemar Plc Annual Report & Accounts 2026

The following table provides a reconciliation of movements in Level 3 financial assets during the year:

Unlisted

investment

£’000

Opening fair value 1,439

Unrealised fair value gain recognised in profit or loss 2

Total 1,441

9 Deferred tax

The movement in the net deferred tax asset

Accelerated

capital

allowances

£’000

Employee

benefits

£’000

Total

£’000

Balance at 1 March 2025 (9) 755 746

Credit/(charge) for the year to profit or loss (185) (61) (246)

Credit/(charge) for the year to reserves – (351) (351)

Balance at 28February 2026 (194) 343 149

A deferred tax asset of £0.1 million (2025: £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.

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

cash flows 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.

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.

175

Strategic Report Governance Financial Statements

10 Other long-term receivables continued

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.

2026

£’000

2025

£’000

Amounts due from subsidiary undertakings:

Preference shares measured at fair value 6,868 8,206

Other amounts due from subsidiary undertakings – 2,392

Provision for impairment of other amounts due from subsidiary undertakings – (228)

Net amounts due from subsidiary undertakings 6,868 10,370

Other long-term receivables 6,868 10,370

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.

2026

£’000

2025

£’000

Amounts due from subsidiary undertakings 2,871 4,341

Deferred consideration – 1,336

Contingent consideration – 654

Other receivables 611 691

Prepayments 365 729

Total 3,847 7,751

In FY25, deferred consideration of £1.3 million and contingent consideration of £0.7 million relate to the prior year 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.

2026

£’000

2025

£’000

Sterling 2,181 9,625

USD 1,666 290

Euro 6,868 8,206

Total 10,715 18,121

The Company has no trade receivables (2025: £nil). Amounts due from subsidiary undertakings are interest-free, unsecured and

repayable on demand. The Company provides for impairment using an expected credit loss provision for amounts due from

subsidiary undertakings.

Notes to the Company Financial Statements continued

176

Braemar Plc Annual Report & Accounts 2026

12 Cash and cash equivalents

2026

£’000

2025

£’000

Cash at bank 2,506 879

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

2026

£’000

2025

£’000

Lease liabilities 2,182 1,657

Amounts owed to subsidiary undertakings payable within one year 22,187 34,727

Other payables 247 583

Accruals 1,027 943

Total 25,643 37,9 10

Amounts owed to subsidiary undertakings payable within one year are interest-free, unsecured and repayable on demand.

Non-current liabilities

2026

£’000

2025

£’000

Amounts owed to subsidiary undertakings payable after more than one year – –

Other long-term payables 53 91

Total 53 91

14 Long-term liabilities

Long-term liabilities

2026

£’000

2025

£’000

Lease liabilities 2,123 4,262

Secured revolving credit facilities 26,324 22,936

Total 28,447 27,19 8

The Company has a revolving credit facility (“RCF”) with HSBC. For further details see Note 4.6 Long-term liabilities in the Group’s

Consolidated 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.

177

Strategic Report Governance Financial Statements

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.

2026

£’000

2025

£’000

Assets

Derivative assets maturing after more than one year – 54

Derivative assets maturing within one year 956 298

Total assets 956 352

Liabilities

Issued convertible loan notes – current – 2,401

Derivative liabilities – current 956 327

Derivative liabilities – non-current – 54

Total liabilities 956 2,782

When the Company enters into derivative contracts, it enters into matching contracts with subsidiary companies. In the current

year, the derivative financial liabilities relate to derivative contracts with subsidiaries which match the terms of the external

derivatives. In the prior year, an amount of £0.2 million of derivative financial assets are held with subsidiaries and £0.2 million of

derivative financial liabilities are held with subsidiaries.

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 2026,

there are no unsatisfied ongoing employment conditions.

2026

£’000

2025

£’000

Current liabilities

Convertible loan notes – 2,401

Derivatives – 29

– 2,430

16 Provisions

Dilapidations

£’000

At 1 March 2025 800

Addition to provision in the year 20

At 28February 2026 820

The Company holds a dilapidations provision of £0.8 million (2025: £0.8 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.

Notes to the Company Financial Statements continued

178

Braemar Plc Annual Report & Accounts 2026

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 instruments 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. For further details, see Note 6.3 to the Consolidated Financial Statements which provides more

information on the ESOP 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 share buy-backs by the Company. For further information see Note 6.4 to the

Consolidated Financial Statements.

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 28February 2025 – 3,611 3,611

Share repurchase and cancellation 87 – 87

At 28February 2026 87 3,611 3,698

179

Strategic Report Governance Financial Statements

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 2026.

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 2026 of 4.5 pence per share, totalling £1.4 million, has been

recommended by the directors. This is subject to shareholder approval. In March 2026, Braemar Financial Holdings Limited

completed a capital reduction; see Note 8 Investments for further information.

There were no other adjusting or significant non-adjusting events between the reporting date and the date of authorisation.

Notes to the Company Financial Statements continued

180

Braemar Plc Annual Report & Accounts 2026

Five-year Financial Summary (Unaudited)

Consolidated Income Statement

Continuing operations

12 months to

28 Feb 2026

£’000

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

Group revenue 135,614 141,860 152,751 152,911 101,310

Other operating expenses (123,191) (126,263) (136,203) (132,836) (91,250)

Specific items (net) (4,734) (4,424) (7,50 4) (8,406) (514)

Total operating expenses, net of other incomes (127,925) (130,687) (143,707) (141,242) (91,764)

Operating profit/(loss) 7,689 11,173 9,044 11,669 9,546

Gain on revaluation of investment – – – – 172

Net interest expense (3,275) (1,951) (1,533) (2,195) (1,156)

Gain on disposal of associate/share of associate profit

fortheperiod 217 – 12 (23) (19)

Profit before taxation 4,631 9,222 7,523 9,451 8,543

Taxation (2,354) (3,120) (2,899) (4,855) (1,839)

Gain/(loss) for the year from discontinued operations – – – – 7, 2 15

Profit/(loss) after taxation 2,277 6,102 4,624 4,596 13,919

Dividends

Interim 766 1,413 1,222 1,172 610

Final proposed 1,439 787 2,862 2,440 2,254

2,205 2,200 4,084 3,612 2,864

Earnings per ordinary share – pence

Basic – underlying from continuing operations 24.23p 31.30p 36.62p 46.22p 23.06p

Diluted – underlying from continuing operations 21.28p 26.74p 29.96p 38.52p 18.79p

181

Strategic Report Governance Financial Statements

As at

28 Feb 2026

£’000

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

Assets

Non-current assets

Goodwill 71,401 71,243 71,337 71,407 79,891

Other intangible assets 2,050 2,608 3,185 3,980 997

Property, plant and equipment 8,823 10,135 5,582 5,320 7,078

Other investments 1,443 1,720 1,633 1,780 1,780

Investment in associate – 713 713 701 724

Derivative financial instruments – 205 249 30 8

Deferred tax assets 2,131 3,368 2,979 4,794 3,713

Pension surplus 3,508 2,548 1,414 1,120 –

Other long-term receivables 720 1,768 4,589 8,554 5,636

90,076 94,308 91,681 97,686 99,827

Current assets

Trade and other receivables 39,212 40,887 37,730 43,323 35,792

Financial assets – – – – –

Derivative financial instruments 2,027 192 1,287 1,224 54

Current tax receivable 733 1,554 2,925 973 –

Assets held for sale – – – – –

Cash and cash equivalents 23,363 20,477 27,951 34,735 13,964

65,335 63,110 69,893 80,255 49,810

Total assets 155,411 157,418 161,574 17 7,9 41 149,637

Liabilities

Current liabilities

Derivative financial instruments 51 592 315 1,447 688

Trade and other payables 37,329 34,732 43,611 57,31 0 39,183

Current tax payable 1,385 1,659 1,625 4,141 1,608

Provisions 525 2,433 3,080 2,575 486

Convertible loan notes – 2,401 2,978 3,001 1,416

Liabilities directly associated with assets classified as held

forsale – – – – –

39,290 41,817 51,609 68,474 43,381

Non-current liabilities

Long-term borrowings 30,729 29,448 29,819 29,919 28,331

Deferred tax liabilities 188 358 8 344 –

Derivative financial instruments – 116 43 697 335

Trade and other payables 1,049 1,026 58 542 –

Provisions 1,798 498 416 734 797

Convertible loan notes – – – 550 2,755

Deferred consideration – – – – 495

Pension deficit – – – – 2,052

33,764 31,446 30,344 32,786 34,765

Total liabilities 73,054 73,263 81,953 101,260 78,146

Total assets less total liabilities 82,357 84,155 79,621 76,681 71,491

Equity

Share capital 3,307 3,292 3,292 3,292 3,221

Share premium – – – 53,796 53,030

ESOP reserve (2,505) (4,334) ( 7,14 0) (10,607) (6,771)

Other reserves 8,478 7,4 4 0 8,365 28,819 26,130

Retained earnings 73,077 7 7,757 75,104 1,381 (4,119)

Total equity 82,357 84,155 79,621 76,681 71,491

Five-year Financial Summary (Unaudited)

Consolidated Balance Sheet

182

Braemar Plc Annual Report & Accounts 2026

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

Ballindamm 6, 20095

Hamburg,

Deutschland

www.braemar.com

183

Strategic Report Governance Financial Statements

Braemar Plc

One Strand

Trafalgar Square

London

WC2N 5HR

Braemar Plc Annual Report & Accounts 2026