REG - Braemar PLC - Interim Results
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RNS Number : 1941G Braemar PLC 05 November 2025
5 November 2025
BRAEMAR PLC
("Braemar", the "Company" and together with its subsidiaries the "Group")
UNAUDITED HALF YEAR RESULTS
For the six months ended 31 August 2025
FY26 board expectations unchanged, with H2 market conditions improving.
Robust delivery against a challenging H1 market backdrop.
Braemar Plc (LSE: BMS), a leading provider of expert investment, chartering
and risk management advice to the shipping and energy markets, announces its
unaudited half‐year results for the six months ended 31 August 2025 ("HY26"
or the "Period").
James Gundy, Group Chief Executive Officer, said:
"Improvements in chartering rates, increasing sale and purchase activity and a
strong forward order book in the second half of the financial year support the
board's confidence in maintaining our full year forecast, despite the
challenging global market headwinds we have faced in the first half.
We continue to benefit from our diversified business model and are pleased
with the progress we have made against our strategic priorities. We opened our
first office in Africa, launched our UK Organised Trading Facility and made
further key senior hires. The wider market remains fragmented, and
complementary acquisition opportunities are being actively evaluated".
Interim dividend
The board is confident in the Group's outlook and, in line with the updated
capital allocation framework announced in May 2025, is pleased to declare an
interim dividend of 2.5 pence per share(1).
H1 financial performance
Softer chartering rates, ongoing political volatility, and a weaker US dollar,
combined to impact the Group's financial performance in the Period.
· Diverse revenue streams delivering resilience in a challenging period
· Group revenue was £63.9m (HY25: £76.0m) down 16% (13% on a US$
basis), driven largely by a 29% and 17% average decline in Tanker and Dry
Cargo rates in the Period
· Risk advisory continued to grow, with revenues increasing by 9%
· Underlying operating profit(2) down 30% to £5.1m (HY25: £7.3m) and down 29%
to £5.6m (HY25: £7.9m) after adjusting for acquisition-related expenditure
· Net debt of £5.6m at 31 August 2025 including restricted cash, £7.4m
excluding restricted cash (HY25: net cash £3.3m and FY25: net debt £2.5m),
reflecting usual working capital profile and completion of £2m share buyback.
Returned to net cash at the end of October 2025
· Forward order book remains strong at $73.8m at 31 August 2025 (HY25: $80.9m)
Underlying(2) Statutory
( ) HY26 HY25 % change HY26 HY25 % change
Revenue £63.9m £76.0m (16%) £63.9m £76.0m (16%)
Operating profit £5.1m £7.3m (30%) £3.0m £4.6m (35%)
Profit before tax £3.8m £6.2m (39%) £0.9m £3.6m (74%)
Profit after tax £2.9m £4.6m (36%) £0.2m £2.1m (90%)
Underlying earnings per share (basic) 9.30p 14.55p (36%) 0.68p 6.83p (90%)
Dividend per share 2.5p 4.5p (44%) 2.5p 4.5p (44%)
H1 operational highlights
· Delivery against FY26 operational targets
· New South Africa office opened taking Braemar to 19 offices in 13
countries globally
· Experienced Global Head of Tanker Operations recruited and making
good progress on establishing a globalised post fixture team
· Progress on growth initiatives in Securities business
· UK Organised Trading Facility ("OTF") launched in May 2025,
providing an incremental growth opportunity
· EU OTF application well advanced
· Dubai International Finance Centre ("DIFC") application
progressing well
Outlook
· On track to meet the board's unchanged FY26 expectations
· Improving charter rates and positive outlook for H2, although
geopolitical uncertainty remains high
· Forward order book strengthened further: $81.2m at 30 September
2025 (28 February 2025: $82.2m)
· Risk advisory continues to perform well
· Confident in continued delivery against growth strategy
· Complementary acquisition opportunities being actively evaluated
· Solid progress is being made on achieving the year one
operational targets in support of the Group's five-year growth strategy
outlined in our strategic framework updated in May 2025
Notes
(1) The interim dividend will be paid on 13 January 2026 to shareholders on the
register at the close of business on 28 November 2025, with a corresponding
ex-dividend date of 27 November 2025. The last date for Dividend Reinvestment
Plan elections will be 18 December 2025
(2) Underlying results measures are before specific items, including acquisition
and disposal-related charges (see Note 5)
(3) Consensus at the time of this announcement: Revenue £132.5m (£131.1m -
£134.2m), Underlying operating profit (before acquisition-related
expenditure) £13.5m (£13.0m to £13.8m)
Results presentations
Braemar will host a briefing for analysts at 09.30 GMT today
at Braemar's offices at One Strand, Trafalgar Square, London, WC2N 5HR. For
further details, please contact the team at Houston
via braemar@houston.co.uk (mailto:braemar@houston.co.uk) .
Investor Webcast
Braemar will also host a webcast via the Investor Meet Company platform later
today, commencing at 14:00 GMT. The presentation is open to all existing and
potential shareholders. Questions can be submitted before the event via the
Investor Meet Company dashboard up until 09:00 GMT this morning, or at any
time during the live presentation.
Investors can sign up to Investor Meet Company for free and add to meet
BRAEMAR
PLC via: https://www.investormeetcompany.com/braemar-plc/register-investor
(https://www.investormeetcompany.com/braemar-plc/register-investor)
For further information, contact:
Braemar Plc
James Gundy, Group Chief Executive Officer Tel +44 (0) 20 3142 4100
Grant Foley, Group Chief Financial and Operating Officer
Rebecca-Joy Wekwete, Company Secretary
Houston
Kate Hoare / Charlie Barker / Ben Robinson Tel: +44 (0) 020 4529 0549
Braemar@houston.co.uk +44 (0) 77 3303 2695
Canaccord Genuity
Adam James / Harry Rees Tel +44 (0) 20 7523 8000
About Braemar Plc
Braemar provides expert advice in shipping investment, chartering, and risk
management to enable its clients to secure sustainable returns and mitigate
risk in the volatile world of shipping. Our experienced brokers work in tandem
with specialist professionals to form teams tailored to our customers' needs,
and provide an integrated service supported by a collaborative culture.
Braemar joined the Official List of the London Stock Exchange in November 1997
and trades under the symbol BMS.
For more information, including our investor presentation,
visit www.braemar.com (http://www.braemar.com/) and follow Braemar on
LinkedIn (https://www.linkedin.com/company/braemar-ltd) .
CHAIRMAN'S STATEMENT
Shipping is a cyclical industry. In the first half of the new financial year,
we have seen continued geopolitical volatility, disruptive tariffs, increased
sanctions, and a weaker US dollar than in recent periods. These factors,
amongst others, have combined to create an uncertain global shipping cycle and
have led to lower charter rates, longer voyage times and a lower overall
number of fixtures available.
It is within this context that I am extremely proud of the Group's performance
in HY26. The Period highlights the importance of the Group's strategy to build
a diversified business that can deliver sustainable revenues and profits
through both good and bad cycles. Given the market we faced in H1, with
Tankers and Dry Cargo rates approximately 29% and 17% lower respectively than
a year earlier, HY26's revenues of £63.9m and underlying operating profit
after adjusting for acquisition-related items of £5.6m was a solid
performance for the Group.
Pleasingly, the second half of the financial year has seen some improvement in
chartering rates, an increase in sale and purchase activity and a strong
forward order book, giving us confidence in the full year and the longer-term
outlook for the Group.
In May 2025, we announced our updated strategic framework with a number of
clear objectives, including reaching £200m of revenues by 2030. We remain on
track to achieve these objectives and are on target with our short-term FY26
deliverables. We have continued to invest in key areas across the business
that can support growth, including systems and people. I would like to take
this opportunity to thank all our talented and hardworking people for their
contribution, as well as our clients for their ongoing commitment.
Our share buyback of £2m was completed on 1 September 2025. In line with our
updated capital allocation framework, I am delighted that the board has
declared an interim dividend of 2.5 pence per share for the first half of the
year. The interim dividend will be paid on 13 January 2026 to all shareholders
on the register at the close of business on 28 November 2025. The last date
for Dividend Reinvestment Plan ("DRIP") elections will be 18 December 2025.
The DRIP is provided by Equiniti Financial Services Limited. The DRIP enables
the Company's shareholders to elect to have their cash dividend payments used
to purchase the Company's shares. More information can be found at
www.shareview.co.uk/info/drip
(https://protect-eu.mimecast.com/s/5b2ACoY7wtkpQ7mTVRfzr?domain=shareview.co.uk)
.
Nigel Payne
Chairman
4 November 2025
CHIEF EXECUTIVE OFFICER'S STATEMENT
The market challenges in the first half performance show the importance of
building a more diversified offering by product and geography, allowing
Braemar to be well positioned to deliver long-term sustainable revenue and
profit growth.
Diversified model providing resilience
We saw the benefit of recent investments in strengthening and expanding our
Chartering business, with Southport Maritime Inc. - an acquisition Braemar
made in FY23 - performing well and continuing to realise the benefits of being
part of a larger group, despite the impact of weakness in rates and ongoing
political uncertainty.
In Investment Advisory, a strong performance in our Corporate Finance
business, where revenues increased by almost half, partially offset a
reduction in Sale and Purchase activity which was also impacted by market
headwinds in the first half. More positively, we have seen an improvement in
chartering rates and sale and purchase activity going into the second half.
Our Risk Advisory (Securities) segment increased its revenue by 9% from the
prior year, supported by the launch of the Group's UK OTF, which went live in
May. We are also pleased with the progress of our EU OTF application. These
facilities provide expansion opportunities and our team are well placed to
capitalise, building on our established positions in coal, natural gas and
freight derivatives. In addition, our application to operate within the DIFC
is progressing well.
Delivering on our FY26 targets and investing in our growth platform
I am pleased with the progress we have made against the operational targets
for FY26 that we set out in May as part of our revised Strategic Framework.
Although the market for talent remains competitive, the Group has made a
number of senior hires. This included an experienced Global Head of Tanker
Operations as we focus on efficiencies and establish a globalised post fixture
team. In addition, as part of our ongoing focus on developing the next
generation of shipping industry leaders we were also delighted to welcome 17
trainees into the business as part of our trainee broker scheme.
We now have 19 offices in 13 countries following the opening of our South
Africa office in July 2025, with plans for further geographical expansion. We
continue to evaluate opportunities to acquire businesses that complement our
strategy, and our approach remains disciplined, ensuring that any acquisitions
are complementary and enhance our existing business.
In addition, we have continued to focus on building a platform for growth,
with further investment in compliance and technology, ensuring that as we grow
revenue through hiring and further acquisitions, we see the operational
leverage come through to growing our profits.
Confidence in our growth strategy
The longer-term projection for global trade remains positive and, with an
ageing fleet and limited capacity in the yards for newbuilding, the outlook
for the shipping industry remains positive. Supported by these market drivers,
we have a clear strategy to capitalise and continue our growth trajectory.
I am proud of how we have reshaped the business in recent years, diversifying
our revenue streams to build greater resilience and opportunity. We look to
the future with confidence.
James Gundy
Group Chief Executive Officer
4 November 2025
OPERATING AND FINANCIAL REVIEW
The Group presents three business segments: Investment Advisory, Chartering
and Risk Advisory.
Investment Advisory Sale and Purchase, Corporate Finance
Chartering Deep Sea Tankers, Specialised Tankers
Offshore, Dry Cargo
Risk Advisory Securities
Revenue HY26 HY25 Change
£m £m %
Investment Advisory 13.8 14.7 (6%)
Chartering 37.5 49.8 (25%)
Risk Advisory 12.6 11.5 9%
Total in sterling £63.9 £76.0 (16%)
Total in US dollars $82.6 $95.1 (13%)
Reconciliation of underlying profit before tax to reported profit before tax
for the Period
HY26 HY25
£m £m
Underlying operating profit 5.1 7.3
Specific items (2.1) (2.7)
Reported operating profit 3.0 4.6
Chartering performance in the Period was weaker than the prior period,
primarily driven by weaker rates across Tankers and Dry Cargo, as well as
longer voyage times. However, the Offshore desk continued to perform strongly,
with a 3% year-on-year revenue increase.
Investment Advisory performance was good, although slightly weaker, due to
lower Sale and Purchase revenues; these revenues can be lumpy, and it is
expected that Sale and Purchase revenues will be higher in H2 reflecting the
department's orders generated in the first half that will complete later in
the financial year. Corporate Finance revenues were 49% higher year-on-year.
Risk Advisory continued to grow, as we organically expanded our offering to
meet the risk management and trading requirements of our clients. Importantly,
the Group's UK OTF launched in May 2025, providing further growth opportunity
and the application to obtain an EU OTF continues to progress, as does the
application to operate within the DIFC.
As at 30 September 2025, the forward order book strengthened to $81.2m, from
$73.8m at 31 August (FY25: $82.2m).
Most of the Group's revenues are in US dollars. US dollar revenue decreased by
13%, whilst reported GBP revenue decreased by 16%, reflecting the weakening of
the US dollar in the Period.
SEGMENTAL PERFORMANCE
CHARTERING
HY26 HY25 Change %
£m £m
Revenue 37.5 49.8 (25%)
Underlying operating profit 4.0 6.1 (36%)
Tankers
Revenue from Deep Sea Tankers in HY26 was £17.4m, 32% lower due to rates
being significantly weaker than the prior period and longer lead times leading
to fewer fixtures. The Braemar Tanker Spot Earnings Index was on average 29%
lower than the same period last year. Revenue for Specialised Tankers in HY26
was £7.4m, £1.7m lower than the prior period. This decrease was also rates
driven; however, the desk has continued to grow geographically.
Offshore
Revenue for Offshore was £4.5m, a 3% improvement on HY25 as the oil and gas
sectors continue to remain strong, and vessel supply remains constrained.
Dry Cargo
Revenue for Dry Cargo was £8.1m, a 24% decrease on prior year. Rates were
markedly weaker throughout the Period with the Braemar Dry Index on average,
17% lower than the same period last year.
With the lower revenue, underlying operating profit was £4.0m, £2.2m (36%)
lower than the previous period.
INVESTMENT ADVISORY
HY26 HY25 Change %
£m £m
Revenue 13.8 14.7 (6%)
Underlying operating profit 2.4 2.4 2%
Sale and Purchase
Total revenue for Sale and Purchase in HY26 was £12.8m, a 9% decrease on the
prior period. During the Period, second-hand asset values continued to be
strong across all vessel types and newbuilding interest remained high.
Corporate Finance
Total revenue for Corporate Finance in HY26 was £1.0m, an increase of 49% on
the prior period as activity increased, completing a number of financing and
M&A transactions.
Overall, the underlying operating profit in the Investment Advisory segment
remained unchanged.
RISK ADVISORY (SECURITIES)
HY26 HY25 Change %
£m £m
Revenue 12.6 11.5 9%
Underlying operating profit 2.3 1.5 50%
Securities
Revenue for Securities was £12.6m, a 9% increase on HY25 as the division
continued to grow.
The Dry FFA desk performance was weaker than the prior year reflecting the
weaker rates and outlook, whilst the Group's Coal desk performed strongly .
The Natural Gas desk has continued to grow, expanding its clients and product
suite. Importantly, a further growth opportunity was provided by the Group's
UK OTF launched in May 2025. The Group continues to progress the application
to obtain approval for an EU OTF and the application to operate in the DIFC is
progressing well.
The Tanker FFA desk also grew year on year as geopolitical factors continued
to bring volatility to the market.
Operating profit at £2.3m, was £0.8m higher than the previous period as the
segment continues to invest for future growth.
Other operating
costs
Central costs HY26 HY25 Change %
£m £m
Central costs 3.6 2.8 30%
Central costs were up 30% in the Period partly due to some one-off
restructuring costs of £0.5m as the Group continues to focus on driving
efficiencies and operational excellence, and partly due to increased property
costs of £0.6m ahead of reletting office space. In addition, foreign exchange
losses of £0.3m were incurred due to a weakening of the US dollar in the
Period.
Specific items
HY26 HY25
£m £m
Operating costs 0.2 0.4
Acquisition related items 1.9 2.3
Other items 0.8 (0.1)
The Group has separately identified certain items that are not part of the
underlying trading of the Group. These specific items are material in both
size and/or nature, and the directors believe that they may distort the
understanding of the underlying performance of the business. Specific items
included within operating costs relate to the ongoing residual costs relating
to the internal investigation concluded in FY24, and HY25 costs mainly relate
to the impairment of a right-of-use asset relating to an unused portion of the
Group's leased office space in London following the termination of the related
subleases.
Acquisition related costs are primarily employment costs relating to the
treatment of the consideration for the acquisition of Southport Maritime Inc.
(USA) and post contractual costs relating to the Madrid team. Other items
include a loss on the fair value of forward foreign exchange contracts that no
longer qualified for hedge accounting treatment due to the hedge provider
being placed into administration. For further details, see Note 5.
Foreign exchange
Most of the Group's revenue is earned in US dollars. The US dollar exchange
rate relative to Sterling weakened from US$1.26:£1 at 28 February 2025
to US$1.35:£1 at 31 August 2025. At 31 August 2025, the Group held forward
currency contracts to sell US$71.6m at an average rate of US$1.27/£1.
The Group also has material liabilities in Euros; during the Period, the Euro
strengthened against Sterling from €1.21:£1 at 28 February 2025 to
€1.16:£1 at 31 August 2025.
Balance sheet
Net assets at 31 August 2025 were £83.7m (28 February 2025: £84.2m). A
review aimed at identifying any indicators of impairment in relation to
intangible assets was carried out and no indicators were identified.
Deferred tax assets decreased by £1.5m to £1.9m (28 February 2025: £3.4m)
due to the valuation of outstanding share awards and the movement in the
mark-to-market gain of the Group's forward currency contracts.
The pension surplus increased by £0.4m to £3.0m during the Period (28
February 2025: £2.5m) largely due to an increase in discount rates from 5.3%
at FY25 to 5.6%.
Trade and other receivables reduced by £3.9m to £37.0m (28 February 2025:
£40.9m), reflecting the reduced revenues in the Period.
Other long-term payables increased by £0.7m (28 February 2025: £0.5m)
largely due to the Group replacing future share awards with deferred cash
payments. The amount expected to be paid in more than one year is included as
a non-current liability.
Share capital reduced by £0.1m to £3.2m as a result of the share buyback
programme, announced on 29 May 2025 and completed on 1 September 2025.
Shares held in the Group's Employee Share Ownership Plan ("ESOP") decreased by
£2.0m from £4.3m at 28 February 2025 to £2.3m at 31 August 2025, due to
share awards vesting during the Period.
Borrowings and cash
At 31 August 2025, the Group held cash of £18.8m (28 February 2025:
£20.5m) and restricted cash of £1.9m in relation to the settlement of the
uncertain commission obligation (see note 15). At the end of the Period, the
Group had a net debt position of £5.6m including restricted cash, and £7.4m
excluding restricted cash (28 February 2025: net debt £2.5m), reflecting the
£2.0m share buyback programme and weaker trading in the Period.
The Group continues to hold a revolving credit facility with HSBC ("RCF").
Following credit approval of the additional £10.0m accordion facility in June
2025, the total available limit is £40.0m of which £26.2m was drawn down at
31 August 2025. The RCF expires in November 2027.
The operating cash flows of the Group exhibit seasonality with higher bonus
payments occurring in the first half of the financial year and it is,
therefore, normal for the second half of the year to generate higher operating
cash flows.
Dividend
The board has a clear capital allocation framework, as announced in May 2025,
and is pleased to declare an interim dividend of 2.5 pence (HY25: 4.5 pence),
which will be paid on 13 January 2026, reflecting the board's confidence in
the outlook for the Group.
Taxation
The total tax charge of £0.7m consists of a current tax charge of £0.7m and
a deferred tax charge of £nil. The total tax charge of £1.4m for the
comparative period comprises a current tax charge of £1.2m and a deferred tax
charge of £0.2m.
Current tax is charged at 23.0% on underlying profits for the six months ended
31 August 2025 (2024: 22.5%) representing the best estimate of the average
annual effective tax rate expected to apply for the full year, applied to the
pre-tax income of the six-month period. The annual effective tax rate in the
current period is broadly lower than the standard rate applicable due to the
impact of a lower rate in Singapore.
At 31 August 2025, the Group recognised a deferred tax asset of £1.9m (28
February 2025: £3.4m) and deferred tax liability of £0.3m (28 February 2025:
£0.4m). The reduction in the deferred tax asset is a result of the valuation
of outstanding share awards and the movement in the mark-to-market gain of the
Group's forward currency contracts at 31 August 2025. As a result of the
movements on deferred tax, a charge of £nil was recognised in the income
statement, with the balance of the movement recognised in equity. Deferred tax
assets arise primarily in the UK; the deferred tax credit is based on 25.0%
for the six months ended 31 August 2025 (2024: 25.0%). The amount of deferred
tax is based on the expected manner of realisation of the carrying amount of
assets and liabilities. The directors believe it is probable that there will
be sufficient taxable profits in the future to recover the deferred tax assets
in full.
Principal risks
The directors consider that the principal risks and uncertainties which could
have a material effect on the Group's performance identified on pages 43 to 47
of the 2025 Annual Report and Accounts are also applicable for the Period of
six months to 31 August 2025. These include risks associated with sanctions
and trade restrictions, integration risk, loss of key personnel and weak
organisational culture, compliance with laws and regulations, currency
fluctuations, cybercrime and data security, disruptive technology, environment
and climate change and geopolitical and macroeconomic risks.
The directors continue to monitor the risks associated with the conflicts in
Ukraine and the Middle East. The Group's compliance with sanctions related to
the conflict in Ukraine is not expected to have any material effect on trading
in the current financial year nor does the Group have any existing material
exposure.
Going concern
Following a detailed review, no material uncertainty has been identified, and
the interim condensed consolidated financial statements have been prepared on
a going concern basis. See Note 2.
Alternative Performance Measures ("APMs")
Braemar uses APMs as key financial indicators to assess the underlying
performance of the Group. Management considers the APMs used by the Group to
better reflect business performance and provide more useful information to
investors and other interested parties. Our APMs include underlying operating
profit, underlying profit before tax, underlying earnings per share and net
debt. Explanations of these terms and their calculation are shown in the
summary above and in detail in our Operating and Financial Review.
This document contains forward-looking statements, including statements
regarding the intentions, beliefs or current expectations of our directors,
officers and employees concerning, among other things, the Group's results of
operations, financial condition, liquidity, prospects, growth, strategies and
the business. These statements are based on current expectations and
assumptions and only relate to the date on which they are made. They 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 document,
could cause actual results to differ materially from those expressed or
implied in any forward-looking statement, including general business and
economic conditions globally, industry trends, competition, changes in
government and other regulation and policy, interest rates and currency
fluctuations, and political and economic uncertainty (including as a result of
global pandemics). 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 document 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.
Condensed Consolidated Income Statement
Unaudited Unaudited
Six months ended 31 Aug 2025 Six months ended 31 Aug 2024
Notes Underlying £'000 Specific items Total Underlying Specific Total
£'000 £'000 £'000 items £'000
£'000
Revenue 4 63,892 - 63,892 75,990 - 75,990
Operating expense:
Operating costs 5 (58,275) (228) (58,503) (68,032) (417) (68,449)
Acquisition-related expenditure 5 (497) (1,892) (2,389) (628) (2,308) (2,936)
Total operating expense (58,772) (2,120) (60,892) (68,660) (2,725) (71,385)
Operating profit/(loss) 5,120 (2,120) 3,000 7,330 (2,725) 4,605
Finance income 5 155 - 155 301 87 388
Finance costs 5 (1,473) (750) (2,223) (1,424) - (1,424)
Profit/(loss) before taxation 3,802 (2,870) 932 6,207 (2,638) 3,569
Taxation 6 (876) 158 (718) (1,638) 214 (1,424)
Profit/(loss) attributable to equity shareholders of the Company 2,926 (2,712) 214 4,569 (2,424) 2,145
Earnings per ordinary share
Basic 7 9.30p 0.68p 14.55p 6.83p
Diluted 7 8.11p 0.59p 12.79p 6.01p
Condensed Consolidated Statement of Comprehensive Income
For the six months ended 31 August 2025
Notes Unaudited Unaudited
31 Aug 2024
31 Aug 2025 £'000
£'000
Profit for the period 214 2,145
Other comprehensive income/(expense)
Items that will not be reclassified to profit or loss:
- Actuarial gain on employee benefit schemes - net of tax 14 351 312
Items that are or may be reclassified to profit or loss:
- Foreign exchange losses on retranslation of foreign operations 18 (1,232) (1,165)
- Investment hedge gain 18 267 144
- Cash flow hedging gain - net of tax 18 2,974 1,705
Other comprehensive income 2,360 996
Total comprehensive income attributable to equity shareholders of the Company 2,574 3,141
Condensed Consolidated Balance Sheet
Note Unaudited Audited
As at As at
31 Aug 2025 28 Feb 2025
£'000 £'000
Assets
Non-current assets
Goodwill 71,366 71,243
Other intangible assets 2,252 2,608
Property, plant and equipment 9,352 10,135
Other investments 13 1,720 1,720
Investment in associate 9 713 713
Derivative financial instruments 13 400 205
Deferred tax assets 1,893 3,368
Pension surplus 14 2,989 2,548
Other long-term receivables 10 1,361 1,768
92,046 94,308
Current assets
Trade and other receivables 11 36,977 40,887
Derivative financial instruments 13 2,820 192
Current tax receivable 1,125 1,554
Cash and cash equivalents 18,803 20,477
Restricted cash 1,869 -
61,594 63,110
Total assets 153,640 157,418
Liabilities
Current liabilities
Derivative financial instruments 13 - 592
Trade and other payables 28,897 34,732
Current tax payable 1,909 1,659
Provisions 15 2,279 2,433
Convertible loan notes 12 2,560 2,401
35,645 41,817
Non-current liabilities
Long-term borrowings 31,740 29,448
Deferred tax liabilities 334 358
Derivative financial instruments 13 - 116
Other long-term payables 1,161 498
Provisions 15 1,012 1,026
34,247 31,446
Total liabilities 69,892 73,263
Total assets less total liabilities 83,748 84,155
Equity
Share capital 16 3,207 3,292
ESOP reserve 17 (2,287) (4,334)
Other reserves 18 9,534 7,440
Retained earnings 73,294 77,757
Total equity 83,748 84,155
By order of the board
James Gundy Grant Foley
Group Chief Executive Officer Group Chief Financial and Operating Officer
4 November 2025
Condensed Consolidated Cash Flow Statement
For the six months ended 31 August 2025
Notes Unaudited Unaudited
31 Aug 2025 31 Aug 2024
£'000 £'000
Profit before tax 932 3,569
Adjustment for non-cash transactions included in profit before tax
Depreciation and amortisation charges 2,059 1,844
Impairment of ROU asset 5 - 377
Share-based-payment charge 735 3,075
Loss on disposal of PPE 2 -
Fair value loss on financial instruments charged to profit or loss 13 (208) -
Net finance cost 2,068 1,036
Foreign exchange differences 79 (115)
Cash settlement of share based payment
Operating payments adjustment
Cash settlement of share-based payment - (163)
Operating cash flow before changes in working capital 5,667 9,623
Decrease/(increase) in receivables 1,536 (3,242)
(Decrease)/increase in payables (4,819) 484
(Decrease)/increase in provisions (128) 24
Cash flows from operating activities 2,256 6,889
Interest received 152 269
Interest paid (1,362) (1,401)
Tax paid(1) (533) (2,211)
Tax received(1) 463 608
Net cash generated from operating activities 976 4,154
Cash flows from investing activities
Purchase of property, plant and equipment (484) (289)
Purchase of other intangible assets (13) (5)
Proceeds from disposal of Cory Brothers 13 1,695 1,666
Principal received on finance lease receivables - 240
Net cash generated from investing activities 1,198 1,612
(1) Tax paid and received in the prior period have been presented on a gross
basis to be consistent with the current year.
Notes Unaudited Unaudited
31 Aug 2025 31 Aug 2024
£'000 £'000
Cash flows from financing activities
Repayment of borrowings (1,000) (4,000)
Proceeds from borrowings 4,500 -
Repayment of principal under lease liabilities (1,383) (1,984)
Cash proceeds on release of shares from ESOP - 514
Dividends paid - (1,222)
Purchase of own shares for cancellation (1,762) -
Purchase of own shares (1,531) (367)
Net cash used in financing activities (1,176) (7,059)
Increase/(decrease) in cash and cash equivalents 998 (1,293)
Cash and cash equivalents at beginning of the period 20,477 27,951
Transfer to restricted cash (1,869) -
Foreign exchange loss (803) (625)
Cash and cash equivalents at end of the period 18,803 26,033
Condensed Consolidated Statement of Changes in Total Equity
Note Share ESOP reserve Other Retained earnings Total
capital £'000 reserves £'000 equity
£'000 £'000 £'000
At 1 March 2024 (Audited) 3,292 (7,140) 8,365 75,104 79,621
Profit for the period - - - 2,145 2,145
Actuarial gain on employee benefits schemes - net of tax - - - 312 312
Foreign exchange loss arising on translation of foreign operations - - (1,165) - (1,165)
Foreign exchange gain on net investment hedge - - 144 - 144
Gain on cash flow hedges - net of tax - - 1,705 - 1,705
Other comprehensive income - - 684 312 996
Total comprehensive income - - 684 2,457 3,141
Tax income on share awards - - - 391 391
Dividends paid 8 - - - (1,222) (1,222)
Acquisition of own shares 17 - (367) - - (367)
ESOP shares allocated 17 - 3,477 - (3,144) 333
Winding up of EBT 17 - 521 - (341) 180
Cash paid for share-based payments - - - (163) (163)
Share-based payments - - - 3,075 3,075
Transactions with owners - 3,631 - (1,404) 2,227
At 31 August 2024 (Unaudited) 3,292 (3,509) 9,049 76,157 84,989
At 1 March 2025 (Audited) 3,292 (4,334) 7,440 77,757 84,155
Profit for the period - - - 214 214
Actuarial gain on employee benefits schemes - net of tax - - - 351 351
Foreign exchange loss arising on translation of foreign operations - - (1,232) - (1,232)
Foreign exchange gain on net investment hedge - - 267 - 267
Gain on cash flow hedges - net of tax - - 2,974 - 2,974
Other comprehensive income - - 2,009 351 2,360
Total comprehensive income - - 2,009 565 2,574
Tax income on share awards - - - (423) (423)
Share repurchase and cancellation (85) - 85 (1,762) (1,762)
Acquisition of own shares 17 - (1,531) - - (1,531)
ESOP shares allocated 17 - 3,578 - (3,578) -
Share-based payments - - - 735 735
Transactions with owners (85) 2,047 85 (5,028) (2,981)
At 31 August 2025 (Unaudited) 3,207 (2,287) 9,534 73,294 83,748
Notes to the Condensed Consolidated Financial Statements (unaudited)
1 General information
Braemar Plc (the "Company") is a public limited company incorporated and
domiciled in England and Wales. These interim condensed consolidated financial
statements for the six months ended 31 August 2025 comprise the Company and
its subsidiaries (together referred to as the "Group"). The address of the
Company's registered office is One Strand, Trafalgar Square, London, WC2N 5HR,
United Kingdom. The interim condensed consolidated financial statements of the
Group were authorised for issue in accordance with a resolution of the
directors on 4 November 2025.
2 Basis of preparation and statement of compliance
The interim condensed consolidated financial statements for the six months
ended 31 August 2025 have been prepared in accordance with the Disclosure
Guidance and Transparency Rules of the Financial Conduct Authority and with
IAS 34, "Interim Financial Reporting", and also in accordance with the
measurement and recognition principles of UK adopted international accounting
standards.
These interim accounts and comparative figures for the half year ended 31
August 2024 and year ended 28 February 2025 do not constitute statutory
accounts for the purpose of section 434 of the Companies Act 2006. The
auditors have reported on the 2025 accounts, and these have been filed with
the Registrar of Companies; their report was unqualified, did not include a
reference to any matters to which the auditors drew attention by way of
emphasis, and did not contain a statement under section 498(2) or (3) of the
Companies Act 2006. The half year accounts as at and for the half years ending
31 August presented in these condensed consolidated interim financial
statements have been reviewed in accordance with International Standard on
Review Engagements (UK and Ireland) 2410 but have not been audited.
The interim condensed consolidated financial statements do not include all the
information and disclosures required in the annual financial statements and
should be read in conjunction with the Group's Annual Report for the year
ended 28 February 2025, which were prepared in accordance with UK-adopted
international accounting standards and in conformity with the requirements of
the Companies Act 2006.
These interim condensed consolidated financial statements have been prepared
on a going concern basis with a reasonable expectation that the Group has
adequate resources to continue in operational existence for at least 12 months
from the date of signing the interim condensed consolidated financial
statements. In reaching this conclusion the directors considered cash flow
forecasts that have been prepared in the light of current trading, the
continued impact of conflicts in Ukraine and the Middle East, as well as the
possibility of a global recession. The directors have considered the trading
and cash flows over the first six months of the year across the Group's
business, and the weaker chartering performance The directors consider that
the breadth of the Group's business model and the diversity of the broking
operation and the markets in which the Group now operates, gives some
protection to the business from volatility in any one shipping market. The
directors have also considered forward-looking market data in respect of the
shipping market. This includes the forward order book within the Chartering
and Investment Advisory segment.
The Group's revolving credit facility ("RCF") is for £40.0 million following
the approval of the additional £10.0 million accordion facility that was
approved in June 2025. During the year ending 28 February 2025, the Group
exercised an option to extend the facility by two years, 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 28 February 2025, 31 May 2025 and 31 August
2025 the Group met all financial covenant tests. Amounts can be rolled on a
monthly basis until the facility expires subject to certain conditions, and on
that basis the borrowings have been classified as non-current. The amounts
drawn under the RCF bear interest based on SONIA, SOFR and EURIBOR from
amounts drawn in sterling, US dollars and euros respectively, plus a credit
margin dependent on the Group's leverage ratio. As at 31 August 2025 the
Group's net debt (including restricted cash) was £5.6 million (at 28 February
2025: net debt £2.5 million) with available headroom in the £40.0 million
RCF of £13.8 million (at 28 February 2025: £7.1 million) (net cash is
calculated as cash less secured RCF).
The Group has updated its expected revenue, cost and cash forecasts in the
light of the weaker trading over the first half of the current financial year
and assessed the ability of the Group to operate both within the facility
covenants and the facility headroom. A number of downside sensitivities were
tested including reverse stress scenarios. The results of this exercise showed
that the Group could withstand revenue reductions of c.28% before it was
forecast that covenants would be breached or liquidity insufficient, after
taking into account reasonable cost mitigations and other cash management
measures within the control of the Group. The directors have considered these
revenue downside sensitivities and in light of the revenue performance in the
period and the prospects for the second half of the year have concluded that
it would be only a remote possibility that revenues would be impacted to this
extent over the assessed going concern period.
The directors consider revenue as the key assumption in the Group's forecasts
as the operating costs are largely fixed or made up of discretionary bonuses
which are directly linked to profitability.
To date, the ongoing geopolitical instability and global trade interruption
has not had a significant impact on the business but there remains uncertainty
over the current outlook. However, the directors are comfortable that under
the scenarios run, the Group could withstand a decline in revenue as described
above and continue to operate within the available banking facilities.
Accordingly, the Group continues to adopt the going concern basis in preparing
the condensed consolidated interim financial statements.
To date the current geo-political instability and global trade interruption
has not had a significant impact on the business but there remains uncertainty
over the current outlook. However, the directors are comfortable that under
the scenarios run, the Group could withstand a decline in revenue as described
and continue to operate within the available banking facilities.
Accordingly, the Group continues to adopt the going concern basis in preparing
the condensed consolidated interim financial statements.
Forward-looking statements
Certain statements in this interim report are forward-looking. Although the
Group believes that the expectations reflected in these forward-looking
statements are reasonable, we can give no assurance that these expectations
will prove to be correct. Because these statements involve risks and
uncertainties, actual results may differ materially from those expressed or
implied by these forward-looking statements. We undertake no obligation to
update any forward-looking statements whether as a result of new information,
future events or otherwise.
3 Accounting policies
The Group has applied the same accounting policies and methods of computation
in its interim condensed consolidated financial statements as in its annual
consolidated financial statements as at and for the year ended 28 February
2025, except as described below, and should be read in conjunction with the
2025 Annual Report.
Amendments to IFRS Accounting Standards
The following amendments to IFRS Accounting Standards have been applied for
the first time by the Group:
• IAS 21 - Lack of Exchangeability, which is effective from 1 January 2025
The adoption of the above has not had any material impact on the amounts
reported or the disclosures in these condensed half-yearly financial
statements.
Accounting estimates and critical judgements
The preparation of interim financial statements in conformity with IFRSs
requires management to make judgements, estimates and assumptions that affect
the application of accounting policies and the reported amounts of assets and
liabilities, income and expenses. Actual results may differ from these
estimates.
In preparing these interim condensed consolidated financial statements, the
significant judgements made by management in applying the Group's accounting
policies and the key sources of estimation uncertainty were consistent with
those that applied to the consolidated financial statements as at and for the
year ended 28 February 2025.
Seasonality
The Group's operating cash flows exhibit seasonality in that the majority of
bonus payments occur in the first half of the financial year. The Group's
revenues are not subject to significant seasonal variation.
4 Segmental information and revenue
a) 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 Review. The Group's main geographic markets comprise the UK,
Singapore, the US, Australia, Switzerland, Germany and the Rest of the World.
The Group's geographical markets are determined by the location of the Group's
assets and operations.
Central costs relate to board costs and other costs associated with the
Group's listing on the London Stock Exchange. All segments meet the
quantitative thresholds required by IFRS 8 as reportable segments.
Underlying operating profit is defined as operating profit for continuing
activities before specific items, including restructuring costs, gain/loss on
disposal of investments and acquisition and disposal-related items.
The segmental information provided to the board for reportable segments for
the six months ended 31 August 2025 is as follows:
Revenue Operating profit/(loss)
Six months ended Six months ended Six months ended Six months ended
31 Aug 2025
31 Aug 2024
31 Aug 2025
31 Aug 2024
£'000
£'000
£'000
£'000
Chartering 37,520 49,765 3,956 6,142
Investment advisory 13,822 14,751 2,439 2,396
Risk advisory 12,550 11,474 2,317 1,545
Trading segments revenue and operating profit 63,892 75,990 8,712 10,083
Central costs (3,592) (2,753)
Underlying operating profit 5,120 7,330
Specific items included in operating expenses (2,120) (2,725)
Operating profit 3,000 4,605
Net finance expense (2,068) (1,036)
Profit before taxation 932 3,569
Geographical segment - by origin
The Group manages its business segments on a global basis. The Group's main
geographical area of operation and also the home country of the Company is the
United Kingdom.
Geographical information determined by origin of invoice is set out below:
Revenue
Six months ended Six months ended
31 Aug 2025
31 Aug 2024
£'000
£'000
United Kingdom 37,285 41,311
Singapore 7,102 9,100
United States 8,655 11,165
Australia 4,436 4,938
Switzerland 743 1,025
Germany 992 507
Rest of the World 4,679 7,944
Total 63,892 75,990
b) 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.
Revenue
Six months ended Six months ended
31 Aug 2025
31 Aug 2024
£'000
£'000
Chartering
Deep Sea Tankers (incl. Projects) 17,441 25,660
Specialised Tankers & Gas 7,426 9,090
Dry Cargo 8,142 10,649
Offshore 4,511 4,366
Chartering sub-total 37,520 49,765
Shipping Investment Advisory
S&P 12,799 14,063
Corporate Finance 1,023 688
Shipping Investment Advisory sub-total 13,822 14,751
Shipping Risk Advisory
Securities (incl. GFI) 12,550 11,474
Shipping Risk Advisory sub-total 12,550 11,474
Total revenue 63,892 75,990
There is no single customer that makes up more than 10% of the Group's
revenues.
5 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. Further details of
the specific items as disclosed in the Group's Condensed Consolidated Income
Statement are set out below.
Six months ended Six months ended
31 Aug 2025
31 Aug 2024
£'000
£'000
Operating costs
- Impairment of ROU asset - (377)
- Investigation costs (228) (40)
(228) (417)
Acquisition-related items
- Madrid post-contractual obligation - (232)
- Amortisation of acquired intangible assets (150) (210)
- Consideration treated as an employee expense (1,742) (1,866)
(1,892) (2,308)
Other items
- Finance income - Gain on Naves derivative liability and foreign exchange - 87
gain
- Finance cost - foreign exchange and derivative gain on Naves liability (87) -
- Finance cost - hedge ineffectiveness (663) -
(750) 87
Total (2,870) (2,638)
Operating costs
Impairment of ROU asset
In the prior period, the Group recognised an extension to a lease of office
space with a corresponding increase in right-of-use asset and lease liability.
The Group had previously sub-let a segregated portion of the office space, but
had been unable to sub-let the office space for the period of the lease
extension. As a result, the Group recognised an impairment charge in relation
to the portion of the right-of-use asset relating to this unused office space.
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,
which the Group does not consider reflects the trading of the business in the
period and as a result is treated as a specific item. The total cost incurred
to date is £3.0 million.
The tax income on specific items including within other operating costs was
£0.1 million (2024: £0.1 million)
Acquisition-related items
Madrid post-contractual obligation
As a result of the recruitment of a team of brokers based in Madrid, service
agreements were entered into with employees. The recruitment of the broker
team in Madrid included the following key elements:
- The Group assumed a liability for a post-contractual payment to
the employees, which was fully vested on signing the contracts and subject to
ongoing adjustments.
- An upfront cash payment of £1.3 million with a further payment
of £1.3m paid in December 2023.
- Share awards to a total value of £1.1 million which vest evenly
in one, two and three years from December 2022
The upfront payments and share awards have a clawback mechanism which is
linked to the continued employment of the brokers over a three-year period
from December 2022. The costs associated with the upfront payments and share
awards are not considered by the Group to be specific items but are disclosed
as acquisition-related expenditure given their materiality and are being
amortised over three years to December 2025. In addition, certain brokers are
entitled to a payment on termination in return for a non-compete obligation.
The cost related to the post-contractual payment obligation is treated as a
specific item because there is no requirement to provide service.
Amortisation of acquired intangible assets
An amount of £0.2 million (2024: £0.2 million) relates to the amortisation
of acquired intangible assets, primarily in relation to intangible assets
recognised as a result of the acquisition of Southport Maritime Inc.
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 related to amounts linked to ongoing
employee service in connection with the acquisition of Southport was £1.7
million (2024: £1.9 million) in the six months to August 2025. The period of
required employee service is three years from the acquisition date.
The tax income on acquisition-related items was £0.3 million (2024: £nil)
Other specific items
Gain on Naves derivative liability and foreign exchange loss
The loss of £0.1 million (2024: £0.1m gain) in relation to Naves related
foreign exchange on convertible loan note liabilities and fair value gain on
the linked derivative is included as a specific item as it relates to the
acquisition of Naves and is not related to trading.
The tax charge on Other specific items was £0.2 million (2024: £0.1 million)
Hedge ineffectiveness
During the period, 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.
6 Taxation
The total tax charge of £0.7 million consists of a current tax charge of
£0.7 million and a deferred tax charge of £nil. The total tax charge of
£1.4 million for the comparative period comprises a current tax charge of
£1.2 million and a deferred tax charge of £0.2 million.
Current tax is charged at 23.02% on underlying profits for the six months
ended 31 August 2025 (2024: 22.54%) representing the best estimate of the
average annual effective tax rate expected to apply for the full year, applied
to the pre-tax income of the six-month period. The annual effective tax rate
in the current period is broadly lower than the standard rate applicable due
to the impact of a lower rate in Singapore.
At 31 August 2025, the Group recognised a deferred tax asset of £1.9 million
(28 February 2025: £3.4 million) and deferred tax liability of £0.3 million
(28 February 2025: £0.4 million). The reduction in the deferred tax asset is
a result of the valuation of outstanding share awards and the movement in the
mark-to-market gain of the Group's forward currency contracts at 31 August
2025. As a result of the movements on deferred tax, a charge of £nil was
recognised in the income statement, with the balance of the movement
recognised in equity. Deferred tax assets arise primarily in the UK, the
deferred tax credit is based on 25.0% for the six months ended 31 August 2025
(2024: 25.0%). The amount of deferred tax is based on the expected manner of
realisation of the carrying amount of assets and liabilities. The directors
believe it is probable that there will be sufficient taxable profits in the
future to recover the deferred tax assets in full.
7 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. As at 31 August 2025, the Employee Share
Ownership Plan ("ESOP") held 968,180 ordinary shares (28 February 2025:
1,583,460), which are not treated as outstanding for the purpose of
calculating earnings per share.
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 potential ordinary shares, being those options
granted to employees where the exercise price is less than the average market
price of the Company's ordinary shares during the period, and convertible loan
notes issued in respect of the Naves acquisition.
Total operations Six months ended Six months ended
31 Aug 2025
31 Aug 2024
£'000
£'000
Profit for the year attributable to shareholders 214 2,145
Pence Pence
Basic earnings per share 0.68 6.83
Effect of dilutive potential ordinary shares (0.09) (0.82)
Diluted earnings per share 0.59 6.01
Underlying operations Six months ended Six months ended
31 Aug 2025
31 Aug 2024
£'000
£'000
Underlying profit for the year attributable to shareholders 2,926 4,569
Pence Pence
Basic earnings per share 9.30 14.55
Effect of dilutive potential ordinary shares (1.19) (1.76)
Diluted earnings per share 8.11 12.79
A reconciliation by class of instrument in relation to dilutive potential
ordinary shares and their impact on earnings is set out below:
Six months ended Six months ended
31 Aug 2025
31 Aug 2024
Weighted average number of shares Underlying earnings Statutory earnings Weighted average number of shares Underlying earnings Statutory earnings
£'000 £'000 £'000 £'000
Used in basic earnings per share 31,447,479 2,926 214 31,412,468 4,569 2,145
Employee share awards 4,617,106 - - 4,299,483 - -
Used in diluted earnings per share 36,064,585 2,926 214 35,711,951 4,569 2,145
8 Dividends
The board has declared an interim dividend of 2.5 pence per share (2025: 4.5
pence per share), to be paid on 13 January 2026.
9 Investment in associate
Zuma Labs Limited
At 31 August 2025 the Group held 2,500 ordinary shares in Zuma Labs Limited
("Zuma") being 20% of Zuma's share capital (at 28 February 2025: 2,500
ordinary shares being 20% of share capital). Zuma Labs Limited is a private
company incorporated in England and Wales and its registered address is 128
City Road, London, United Kingdom, EC1V 2NX. Zuma Labs Limited has one share
class and each share carries one vote.
The Group has representation on the board of Zuma Labs Limited, and as a
result, the Group considers that it has the power to exercise significant
influence in Zuma Labs Limited and the investment in it has been accounted for
using the equity method.
10 Other long-term receivables
31 Aug 2025 28 Feb 2025
£'000
£'000
Security deposits 354 360
Prepayments 1,007 1,408
1,361 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.
11 Trade and other receivables
31 Aug 2025 28 Feb 2025
£'000
£'000
Trade receivables 26,827 28,871
Provision for impairment of trade receivables (3,571) (3,433)
Net trade receivables 23,256 25,438
Deferred consideration - 1,336
Contingent consideration - 654
Other receivables 5,484 5,078
Contract assets 1,700 1,270
Prepayments 6,537 7,111
Total 36,977 40,887
Included in other receivables in all periods are security deposits, VAT and
other sales tax receivables and employee loans.
Deferred consideration of £1.3 million and contingent consideration of £0.7
million relate to the earn-out payments receivable in respect of the disposal
of Cory Brothers in 2022 which was received in cash during the period.
The directors consider that the carrying amounts of trade receivables
approximate their fair value.
The provision for impairment of trade receivables consists of a lifetime
expected loss provision and any specific provisions. At 31 August 2025 the
lifetime expected loss provision for trade receivables and contract assets was
£0.6 million (28 February 2025: £0.6 million). The expected credit loss
rates applied at 31 August 2025 are consistent with those applied at 28
February 2025. The specific provisions against trade receivables as at 31
August 2025 were £3.0 million (28 February 2025: £2.8 million).
12 Convertible Loan Notes
Acquisition of Naves Corporate Finance GmbH
In September 2017, the Group acquired the entire share capital of Naves
Corporate Finance GmbH ("Naves"). Naves was an established and successful
business, headquartered in Hamburg, Germany, which advises national and
international clients on corporate finance related to the maritime industry
including restructuring advisory, corporate finance advisory, M&A, asset
brokerage, interim/pre-insolvency management and financial asset management
including loan servicing.
The acquisition agreement provided deferred amounts that would be payable to
management sellers, conditional on their ongoing service in the business. At
31 August 2025 no amounts are subject to future service conditions.
The following table shows amounts in the Group balance sheet relating to the
convertible loan notes issued on the acquisition of Naves.
As at As at
31 Aug 2025 28 Feb 2025
£'000 £'000
Current liabilities:
Convertible loan notes 2,560 2,401
Derivatives - 29
Total 2,560 2,430
The movement in the Naves-related balances in the Group Balance Sheet during
the period is explained by the items below:
£'000
Total Naves-related balances at 1 March 2025 2,430
Interest expense 79
Derivative fair value gain (29)
Cash paid (36)
Foreign exchange loss 116
Total Naves-related balances at 31 August 2025 2,560
As at 31 August 2025, there is one further scheduled payment of principal
required, with the final payment being in the full year ended 28 February
2026.
13 Financial instruments
There have been no substantive changes in the Group's exposure to financial
instrument risk other than as set out below in relation to one of the Group's
derivative counterparties. The Group's objectives, policies, and other
processes for managing those risks or the methods used to measure them in
previous periods have been applied consistently. The Group continues to apply
hedge accounting to derivative financial instruments that meet the criteria
set out in IFRS 9.
a) Financial instruments
i) Principal financial instruments
The principal financial instruments used by the Group, from which financial
instrument risk arises, are as follows:
- trade and other receivables;
- cash and cash equivalents;
- restricted cash;
- deferred consideration receivable;
- contingent consideration receivable;
- unlisted investments;
- trade and other payables;
- revolving credit facility;
- lease liabilities;
- derivative financial instruments; and
- convertible loan notes.
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.
Level 1 Level 2 Level 3 As at
£'000 £'000 £'000 31 Aug 2025
£'000
Financial assets
Unlisted investments - - 1,720 1,720
Derivative contracts - 3,220 - 3,220
Total - 3,220 1,720 4,940
Financial liabilities
Embedded derivative - - - -
Total - - - -
Level 1 Level 2 Level 3 As at
£'000 £'000 £'000 28 Feb 2025
£'000
Financial assets
Unlisted investments - - 1,720 1,720
Contingent consideration receivable - - 654 654
Derivative contracts - 397 - 397
Total - 397 2,374 2,771
Financial liabilities
Derivative contracts - 679 - 679
Embedded derivative - - 29 29
Total - 679 29 708
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.
Unlisted investment
The unlisted investments primarily relate to the Group's investment in the
London Tanker Brokers' Panel. 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 16%; and
- expected income from the investment.
An increase in the discount rate of 2% would result in an increased fair value
loss of £0.2 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.
Deferred and 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 in
2022. The SPA provides for a minimum guaranteed amount; this amount has been
classified as deferred consideration. The balance of the earnout consideration
is contingent on the future performance of the combined business up to a
maximum specified in the SPA; this has been classified as contingent
consideration.
The fair value of the contingent consideration has been calculated by
reference to management's expectation of the future profitability of the
combined business and discounted to present value using a discount rate of
5.51%. The valuation is most sensitive to the expectation of future
profitability. During the period, the Group received £2.0 million (2025:
£1.9 million) in relation to the third and final deferred and contingent
consideration payment. In the Cash Flow Statement, £1.7 million (2024: £1.7
million) is allocated to investing activities, £0.1 million (2024: £0.1
million) relates to interest received and £0.2 million (2024: £0.1 million)
is included in operating activities in relation to the gains made on the
revaluation of the contingent portion of the consideration receivable.
Forward currency contracts
During the period, 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 fair value of derivative contracts associated with this
counterparty are classified in level 3 of the fair value hierarchy given the
significance of the unobservable credit risk adjustment required to the
valuation. The fair value of the Group's other forward currency contracts is
determined from the present value of future cash flows based on the forward
exchange rates at the balance sheet date and have therefore been classified as
Level 2 in the fair value hierarchy.
The Group manages its exposure to US Dollar currency variations by spot and
forward currency sales and other derivative currency contracts. The following
table shows the notional values and average rates of forward contracts held at
the balance sheet date.
Notional Value Weighted average exchange rate Net balance sheet carrying value
US $'000 £/$ £'000
At 31 August 2025 71,600 1.27 3,220
At 28 February 2025 115,650 1.26 (282)
A gain of £1.9 million (2024: £0.9 million gain) has been recognised in the
condensed consolidated Income Statement in respect of forward contracts which
have matured in the period.
The maturity analysis of forward currency contracts is provided below:
31 Aug 2025 28 Feb 2025
£'000
£'000
Assets
Forward currency contracts maturing within 12 to 24 months 400 205
Forward currency contracts maturing within 12 months 2,820 192
Total assets 3,220 397
Liabilities
Forward currency contracts maturing within 12 to 24 months - (87)
Forward currency contracts maturing within 12 months - (592)
Total liabilities - (679)
Embedded derivative
The convertible loan notes 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 to be 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, which the valuation is most sensitive to, and the sterling to euro
exchange rate. The fair value has been determined using the Black-Scholes
valuation model. During the period, a gain of £30,000 (2024: £36,000 gain)
was recognised in net finance cost in the Income Statement.
Valuation processes
The Group's finance team and Group Chief Financial Officer are responsible for
fair value measurement of financial instruments and makes the decision as to
the valuation technique to be applied, along with the level of external
support required. The Group uses external specialists to value some of the
financial instruments included within Level 3 of the fair value hierarchy. The
results of those valuations are reviewed at each reporting date within the
finance team.
The following table provides a reconciliation of movements in Level 3
financial assets during the year:
Contingent consideration receivable Unlisted investments
£'000 £'000 Derivative
financial instruments
£'000
Fair value at 29 Feb 2024 1,082 1,633 -
Unrealised fair value gain/(loss) recognised in operating costs 128 87 -
Cash settlement (556) - -
Fair value at 28 Feb 2025 654 1,720 -
Transfer into level 3 - - 9
Gain subject to hedge accounting - - 1,300
Fair value gain/(loss) 9 - (663)
Cash settlement (663) - (646)
Fair value at 31 Aug 2025 - 1,720 -
Financial instruments not measured at fair value
The Group's financial assets and liabilities that are not measured at fair
value are held at amortised cost. Due to their short-term nature, the carrying
value of these financial instruments approximates their fair value. Their
carrying values are as follows:
Financial assets 31 Aug 2025 28 Feb 2025
£'000
£'000
Cash and cash equivalents 18,803 20,477
Restricted cash 1,869 -
Deferred consideration receivable - 1,336
Trade and other receivables 30,440 32,237
Total 51,112 54,050
During the period, an amount of cash and cash equivalents of £1.9 million has
been transferred to restricted cash, which will be used for the purposes of
settling the uncertain commission obligation (see Note 15).
Financial liabilities 31 Aug 2025 28 Feb 2025
£'000
£'000
Trade and other payables 5,782 6,095
Convertible loan notes 2,560 2,401
Loans and borrowings 26,239 22,936
Total 34,581 31,432
At 31 August 2025, trade and other payables of £28.9 million (at 28 February
2025: £34.7 million) were recognised on the Balance Sheet, which included
employee related payables of £19.5 million (at 28 February 2025: 26.1
million) which are not financial liabilities, and lease liabilities of £3.1
million (at 28 February 2025: £2.7 million) are not included in the table
above.
14 Pension surplus
Financial assets 31 Aug 2025 28 Feb 2025
£'000
£'000
Present value of funded obligations 9,534 9,904
Fair value of scheme assets, net of tax (12,523) (12,452)
Total surplus of defined benefit pension scheme (2,989) (2,548)
The following table sets out the sensitivity of the net defined pension
surplus to changes in key estimates.
Change in assumption Approximate increase in liabilities
£'000
Interest rate reduced by 0.5% pa 858
Inflation assumption increased by 0.5% p.a. 563
Increase in life expectancy of 1 year for each member 238
15 Provisions
Dilapidations Uncertain commission obligation Other Total
£'000
£'000
£'000
£'000
At 28 February 2025 1,062 2,003 394 3,459
Provided in the year 7 - - 7
Exchange differences (14) (135) (26) (175)
At 31 August 2025 1,055 1,868 368 3,291
Current 43 1,868 368 2,279
Non-current 1,012 - - 1,012
At 31 August 2025 1,055 1,868 368 3,291
Dilapidations relate to future obligations to make good certain office
premises upon expiration of the lease term. The provision is calculated with
reference to the location and square footage of the office.
Employee entitlements of £0.4 million 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 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.
The uncertain commission obligation relates to an historical unsettled
commission payable which was recorded in 2017 upon completion of a contract
originated in 2013. While the board cannot forecast with certainty the final
outcome in respect of this obligation, based on the Group's current
information and the account freezing order as announced on 11 June 2025, the
amount recognised is the current best estimate of the amount required to
settle the obligation at the balance sheet date, taking into account the risks
and uncertainties surrounding the obligation, including interpretation of
specific laws and likelihood of settlement.
16 Share capital and Share premium
Number of shares Ordinary shares Share premium
(thousands) £'000 £'000
At 1 March 2025 32,925 3,292 -
Shares cancelled (855) (85) -
At 31 August 2025 32,070 3,207 -
In May 2025, Braemar Plc ("the Company") commenced a share buyback programme
which ended in September 2025. All ordinary shares purchased under the
programme were immediately cancelled. As a result of the cancellation of
ordinary shares during the period, a capital redemption reserve of £0.1
million has been established. No ordinary shares have been issued in the six
months to 31 August 2025.
17 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
held shares in the Company. During the prior period, 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 by the ESOP. Shares allocated by the ESOP to
satisfy share awards issued by the Group are transferred to retained earnings
at cost on a FIFO basis.
£'000
At 1 March 2024 7,140
Shares acquired by the ESOP 367
Winding up of EBT shares (521)
ESOP shares allocated (3,477)
At 31 August 2024 3,509
Shares acquired by the ESOP 2,009
SOP shares allocated (1,184)
At 28 February 2025 4,334
Shares acquired by the ESOP 1,531
ESOP shares allocated (3,578)
At 31 August 2025 2,287
( )
As at 31 August 2025 the ESOP held 968,180 (28 February 2025: 1,583,460)
ordinary shares of 10 pence.
18 Other reserves
Capital Merger Foreign Hedging Total
redemption reserve currency reserve £'000
reserve £'000 translation £'000
£'000 reserve
£'000
At 1 March 2024 - 4,886 2,490 989 8,365
Cash flow hedges:
- Transfer to income statement - - - (854) (854)
- Fair value gains in the period - - - 3,128 3,128
Foreign exchange gain on net investment hedge - - 144 - 144
Foreign exchange loss arising on translation of foreign operations - - (1,165) - (1,165)
Deferred tax on items taken to equity - - - (569) (569)
At 31 August 2024 - 4,886 1,469 2,694 9,049
Cash flow hedges:
- Transfer to income statement - - - (646) (646)
- Fair value gains in the period - - - (3,229) (3,229)
Foreign exchange loss on net investment hedge - - (163) - (163)
Foreign exchange gain arising on translation of foreign operations - - 1,460 - 1,460
Deferred tax on items taken to equity - - - 969 969
At 28 February 2025 - 4,886 2,766 (212) 7,440
Cash flow hedges:
- Transfer to income statement - - - (1,855) (1,855)
- Fair value gains in the period - - - 5,821 5,821
Foreign exchange gain on net investment hedge - - 267 - 267
Foreign exchange loss arising on translation of foreign operations - - (1,232) - (1,232)
Deferred tax on items taken to equity - - - (992) (992)
Share cancellation 85 - - - 85
At 31 August 2025 85 4,886 1,801 2,762 9,534
All other reserves are attributable to the equity holders of the parent
company.
19 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 contingent liabilities expected to have a material adverse
financial impact on the Group's consolidated results or net assets.
20 Related party transactions
The Group's related parties are unchanged from those reported in the full year
financial statements for the year ended 28 February 2025. There have been no
significant related party transactions in the six months ended 31 August 2025.
For further information about the Group's related parties, please refer to the
Group's Annual Report 2025.
21 Events after the reporting date
There were no significant non-adjusting events between the reporting date and
the date these condensed interim financial statements were authorised for
issue other than as referred to in Note 8.
Statement of directors' responsibilities
We confirm that to the best of our knowledge:
· the condensed set of financial statements has been prepared in
accordance with UK-adopted IAS 34 Interim Financial Reporting; and
· the interim management report includes a fair review of the
information required by:
a) DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being
an indication of important events that have occurred during the first six
months of the financial year and their impact on the condensed set of
financial statements; and a description of the principal risks and
uncertainties for the remaining six months of the year; and
b) DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being
related party transactions that have taken place in the first six months of
the current financial year and that have materially affected the financial
position or performance of the entity during that period; and any changes in
the related party transactions described in the last annual report that could
do so.
By order of the board
James Gundy Grant Foley
Group Chief Executive Officer Group Chief Financial and Operating Officer
4 November 2025
INDEPENDENT REVIEW REPORT TO Braemar plc
Conclusion
Based on our review, nothing has come to our attention that causes us to
believe that the condensed set of financial statements in the half-yearly
financial report for the six months ended 31 August 2025 is not prepared, in
all material respects, in accordance with UK adopted International Accounting
Standard 34 and the Disclosure Guidance and Transparency Rules of the United
Kingdom's Financial Conduct Authority.
We have been engaged by the Company to review the condensed set of financial
statements in the half-yearly financial report for the six months ended 31
August 2025 which comprises the Condensed Consolidated Income Statement,
Condensed Consolidated Statement of Comprehensive Income, Condensed
Consolidated Balance Sheet, Condensed Consolidated Cash Flow Statement,
Condensed Statement of Changes in Total Equity, and unaudited Notes to the
Condensed Consolidated Financial Statements.
Basis for Conclusion
We conducted our review in accordance with the International Standard on
Review Engagements (UK) 2410, "Review of Interim Financial Information
Performed by the Independent Auditor of the Entity" ("ISRE (UK) 2410"). A
review of interim financial information consists of making enquiries,
primarily of persons responsible for financial and accounting matters, and
applying analytical and other review procedures. A review is substantially
less in scope than an audit conducted in accordance with International
Standards on Auditing (UK) and consequently does not enable us to obtain
assurance that we would become aware of all significant matters that might be
identified in an audit. Accordingly, we do not express an audit opinion.
As disclosed in Note 2, the annual financial statements of the Group are
prepared in accordance with UK adopted international accounting standards. The
condensed set of financial statements included in this half-yearly financial
report has been prepared in accordance with UK adopted International
Accounting Standard 34, "Interim Financial Reporting.
Conclusions Relating to Going Concern
Based on our review procedures, which are less extensive than those performed
in an audit as described in the Basis for conclusion section of this report,
nothing has come to our attention to suggest that the directors have
inappropriately adopted the going concern basis of accounting or that the
directors have identified material uncertainties relating to going concern
that are not appropriately disclosed.
This conclusion is based on the review procedures performed in accordance with
ISRE (UK) 2410, however future events or conditions may cause the Group to
cease to continue as a going concern.
Responsibilities of Directors
The directors are responsible for preparing the half-yearly financial report
in accordance with the
Disclosure Guidance and Transparency Rules of the United Kingdom's Financial
Conduct Authority.
In preparing the half-yearly financial report, the directors are responsible
for assessing the Group's ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the going concern
basis of accounting unless the directors either intend to liquidate the Group
or to cease operations, or have no realistic alternative but to do so.
Auditor's Responsibilities for the Review of the Financial Information
In reviewing the half-yearly report, we are responsible for expressing to the
Group a conclusion on the condensed consolidated set of financial statement in
the half-yearly financial report. Our conclusion, including our Conclusions
Relating to Going Concern, are based on procedures that are less extensive
than audit procedures, as described in the Basis for Conclusion paragraph of
this report.
Use of Our Report
Our report has been prepared in accordance with the terms of our engagement to
assist the Group in meeting the requirements of the Disclosure Guidance and
Transparency Rules of the United Kingdom's Financial Conduct Authority and for
no other purpose. No person is entitled to rely on this report unless such a
person is a person entitled to rely upon this report by virtue of and for the
purpose of our terms of engagement or has been expressly authorised to do so
by our prior written consent. Save as above, we do not accept responsibility
for this report to any other person or for any other purpose and we hereby
expressly disclaim any and all such liability.
BDO LLP
Chartered Accountants
London, UK
4 November 2025
BDO LLP is a limited liability partnership registered in England and Wales
(with registered number OC305127).
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