Unaudited Half Year Results

On track to deliver full year market expectations; increased dividend reflects the board’s confidence in the outlook and our FY30 targets, which are unchanged

Braemar Plc (LSE: BMS), a leading provider of expert chartering, investment and risk management advice to the shipping and energy markets, announces its unaudited results for the six months ended 31 August 2026 (“HY27” or the “period”).

Grant Foley, Group CEO of Braemar, commented:

“These are my first results as Group CEO and Braemar has delivered a strong first half. Revenue was up 16% with growth across all three segments (Chartering, Investment Advisory and Risk Advisory). Disruption to shipping through the Strait of Hormuz lifted rates and asset values and the diversified platform we have built over recent years meant our desks could support our clients. Stronger markets accelerated our growth investment; positioning the business to deliver sustainable future profits.

“In the first half we invested £1.4m in senior broking hires and a new power desk, as well as expanding our trainee programme. Establishing the power desk meets one of our FY27 targets and we are pleased to be attracting strong, proven talent with seven senior brokers hired so far against a full year target of ten brokers. We expect these hires and the power desk to generate increasing revenues in the coming periods.

“Risk Advisory, our regulated securities business, shows what the platform can do. It now accounts for around a fifth of Group revenue, and every new desk within the division sits on the same regulatory, compliance and execution infrastructure. As new hires mature on an established cost base, underlying margins will improve, which supports our target of a 15% underlying operating margin by FY30.

“With a recently renewed and increased revolving credit facility and strong cash generation, we have the capacity to make complementary acquisitions that meet our strict evaluation criteria. We are actively evaluating opportunities and will only complete the right deal. Trading since the period end has continued to be strong, including a further strengthening of the Forward Order Book, and the full year remains in line with expectations. The increase to our interim dividend reflects the Board’s confidence in the Group’s prospects as we build towards £200m of revenue by FY30.”

Financial Performance[1]

* Underlying results measures above are before specific items, including some acquisition-related expenditure and corporate costs

** n/m: not meaningful

Financial Highlights

Growth across the Group:

Revenue up 16% to £74.3m (HY26: £63.9m) as the diversified business model capitalises on a strong rate environment and global presence

All three segments grew revenue: Chartering up 18% to £44.4m, Investment Advisory up 10% to £15.1m and Risk Advisory up 17% to £14.7m

Underlying operating profit (before acquisition-related expenditure) up 7% to £6.0m (HY26: £5.6m), after charging £1.4m of strategic investment to drive future growth

Reported operating profit of £5.6m (HY26: £3.0m), up 85%

Stronger balance sheet:

Net cash generated from operating activities of £8.4m (HY26: £1.0m)

Zero net debt at 31 August 2026 (FY26: £2.9m; HY26: £5.6m)

Revolving credit facility with HSBC renewed and increased for three years, with an option to extend by a further two years: providing capacity for acquisitions where appropriate

Operational Highlights

Progress against the FY27 targets set out with the FY26 results:

“Hire 10 new brokers”: 7 senior brokers hired in the first half

“Establish 1 new desk in Risk Advisory”: Power desk established in the first half

“Embed AI across the business”: In progress – adding the right skills to our technology team, with delivery focused on the second half

“Complete 1 complementary acquisition”: Opportunities under active evaluation, with no change to the Group’s disciplined return and risk thresholds

Over 1,400 applications to the graduate programme, with seven trainees joining under a new structured training programme

New executive leadership in place, with Grant Foley as Group CEO and Richard Heading as Group CFO, together with the appointment of Camilla Hume as Group Strategy Director to support the Group’s acquisition strategy. Executive leadership further strengthened with Stephen Danby appointed Global Head of Tankers and James Palmer appointed Director of Projects

Interim Dividend

The board has declared an increased interim dividend of 2.75 pence per share (HY26: 2.5 pence) in line with the capital allocation framework announced in May 2025 reflecting the continued confidence in Braemar’s future prospects.

Outlook

Full year trading expected to be in line with market expectations1

Trading since the period end has been in line with the board’s expectations

Forward order book of $73.6m at 31 August 2026 (FY26: $72.5m; HY26: $73.8m), increasing to $80.7m at 30 September 2026

Capacity for disciplined acquisitions

Improved working capital and strong operating cash flow, with zero net debt and the increased revolving credit facility give the Group capacity to pursue acquisitions that are complementary by product or geography and are earnings accretive

FY30 targets unchanged

The board remains confident in building a £200m revenue business with a 15% underlying operating margin by FY30

1 Company compiled consensus for the year ending 28 February 2027 prior to the release of this announcement: revenue £142.7m (£138.0m - £147.6m); underlying operating profit (before acquisition-related expenditure) £14.2m

Analyst Presentation

Management 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.

Investor Webcast

Braemar will also host a webcast via the Investor Meet Company platform on 5 November 2026, commencing at 10:30 GMT. The presentation is open to all existing and potential shareholders. Questions can be submitted pre-event via the Investor Meet Company dashboard up until 09:00 GMT this morning, 4 November 2026, 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:

The results presentation will be available on the Company’s website (www.braemar.com)

CHAIRMAN’S STATEMENT

I am delighted to report a strong first half for Braemar. Revenue rose 16% to £74.3m (HY26: £63.9m) and underlying operating profit before acquisition-related expenditure rose 7% to £6.0m (HY26: £5.6m), after making important strategic investments to drive future growth.

Shipping is a cyclical industry. A year ago, I reported on a difficult first half in which our diversified model cushioned the impact on the Group’s earnings. Pleasingly, this time I can report the other side of that story. Markets were stronger and revenue in all three of our segments grew, with the Group well positioned to take advantage of the conditions.

Management has a clear focus on growth and, against the backdrop of strong markets, has invested in senior hires, established a new power desk in our securities business, and expanded our trainee programme. That is investment in growth: building sustainable revenue through the cycle and delivering against the objectives we set ourselves at the start of the year as part of our strategic framework.

Our balance sheet has strengthened further, with the Group ending the period with zero net debt (HY26: £5.6m). This puts us in a good position to support further growth, including through acquisition, where the right opportunities arise.

These are the first set of results under our new executive leadership, and I am delighted with the way the team has taken on its responsibilities. Grant Foley succeeded James Gundy, as Group Chief Executive Officer, at the AGM on 2 July 2026. James led the Group with great distinction from January 2021 and oversaw its development into the diversified business it is today. He remains with Braemar, focused on his shipbroking activities, and on behalf of the board I would like to thank him for his contribution. We were also delighted to welcome Richard Heading, who joined as Group Chief Financial Officer on 29 June 2026, bringing a strong pedigree of financial and commercial leadership experience.

There have been further changes to the board in the period, with Richard Prince joining the board as a non-executive director on 27 May 2026, bringing over 30 years’ experience across shipping and oil markets to the board. Cat Valentine did not seek re-election at the AGM, and I would like to thank her for her contribution to Braemar.

In line with the capital allocation framework announced in May 2025, I am pleased to confirm that the board has declared an increased interim dividend of 2.75 pence per share (HY26: 2.5 pence), reflecting its continued confidence in Braemar’s future prospects. In May 2025 we set out a clear plan to build a £200m revenue business with a 15% underlying operating margin by FY30. The board remains fully committed to that plan and these interim results demonstrate that we are on track to deliver. Furthermore, with a strong and expanding forward order book, the board is confident that the Group will deliver in line with market expectations for the full year.

I would like to thank all our people, whose talent and commitment lies behind these results, and our clients for their continued support. We look to the second half and beyond with real confidence.

Nigel Payne

Chairman

CHIEF EXECUTIVE OFFICER’S STATEMENT

I am pleased to report a strong first half in my first results as Group Chief Executive. Revenue grew 16% to £74.3m (HY26: £63.9m), and underlying operating profit before acquisition-related expenditure grew 7% to £6.0m (HY26: £5.6m). Our focus is on driving sustainable, profitable growth and during the first six months of the year we took advantage of strong market conditions to invest in the people and initiatives to support that aim. Underlying operating profit is stated after £1.4m of strategic investment made in the period. Excluding the impact of that new investment, the underlying operating margin increased to 10.0% from 8.8% in the prior year.

Building growth that lasts

Market conditions were supportive during the period. Disruption to shipping through the Strait of Hormuz increased volatility across shipping and energy markets and lifted average chartering rates and asset values. Higher rates were partly offset by lower volumes, as traffic through the Strait fell sharply and trade moved to alternative routes. Our global footprint meant we could follow that trade and continue to support our clients. Every chartering desk grew revenue, led by Tankers, and Sale & Purchase also had a strong half.

Our strategy is to build a diversified platform that grows through the cycle, adding brokers and desks and widening our reach by product and geography. A strong first half has provided us with the opportunity to invest in that platform from a position of strength and that is what we have done. Over recent years we have built an infrastructure that can support a growing business with strong operational leverage and, as we add brokers and desks, we expect to see further improvement in the operating margin with a target of 15% underlying operating margin by FY30.

Investing for the next stage of growth

The strategic investments made in the first half comprised senior broking hires and the establishment of a power desk in our Risk Advisory division. We have also expanded our trainee programme. As expected, these costs come ahead of the revenue they will generate. However, they represent clear growth investment and we expect the senior hires and the power desk to generate increasing revenues in the coming periods.

With our FY26 results in May we set four operational targets for FY27 and have made good progress in the first half:

“Hire 10 new brokers”: 7 senior brokers hired in the first half

“Establish 1 new desk in Risk Advisory”: Power desk established in the first half significantly enhancing our offering as an energy and commodities broker

“Embed AI across the business”: In progress – adding the right skills to our technology team, with delivery focused on the second half

“Complete 1 complementary acquisition”: Opportunities under active evaluation, with no change to the Group’s disciplined return and risk thresholds

Braemar’s collaborative culture and globally diversified offering make it an appealing place to work and attract talent. I am delighted that one of the new hires in the period was a senior Tanker Director, the second senior Tanker Director to return since November 2025.

As well as existing talent, we must develop the next generation and our trainee programme received over 1,400 applications, with seven trainees joining the Group. Our latest cohort is being supported by a new structured training programme delivered by senior brokers, including a series of desk rotations, learning sessions and market insight discussions. Each trainee is assigned a mentor and given a clear career pathway tailored to their market. We intend to grow the cohort and expand the programme both across the business and into other geographies, building a pipeline of talent that reflects the global nature of our business and markets.

Risk Advisory: the platform at work

Risk Advisory, which comprises the Group’s regulated Securities businesses, clearly illustrates the importance and success of investing and building a scalable platform. It now accounts for a fifth of Group revenue, up from 4% in FY21, and has considerable scope for further growth.

The business operates desks in dry cargo derivatives, coal, tanker derivatives through our joint operation with GFI, natural gas, cross commodities and now power. It holds a leading position in the European delivered ARA coal market, and our UK Organised Trading Facility (“OTF”) has operated since May 2025. Each new desk is added to the same regulatory, compliance and execution infrastructure, ensuring new hires and desks quickly contribute to overall Group performance. Our application for an EU OTF is progressing well and once approved, will extend the same infrastructure into new markets.

Balance sheet, capital allocation and acquisitions

We continue to allocate capital in line with the framework published in May 2025: net debt maintained below 1.5x EBITDA, investment in talent, acquisitions to accelerate growth, and returns to shareholders.

Net cash generated from operating activities was £8.4m (HY26: £1.0m) and the Group had zero net debt at 31 August 2026 (FY26: £2.9m; HY26: £5.6m). Total cash increased by £7.0m to £30.4m, with cash generated from operations growing strongly to £11.5m (HY26: £2.3m).

In early October, we renewed and increased our revolving credit facility with HSBC for three years with an option to extend by a further two years. The new, larger facility is £40.0m with a further £10.0m accordion. Together with our strong cash generation, this gives us the capacity to make strategic acquisitions where they meet our strict evaluation criteria.

Acquisitions are an important part of our path to £200m. We are continuously looking for teams and businesses that complement our offering by product or geography and are earnings accretive. However, we maintain a disciplined approach and will not do a deal for the sake of it. Since 2022 we have completed and integrated two acquisitions and in FY26 we took a number of opportunities into due diligence, however, they did not complete as they did not fully meet our return and risk thresholds. That discipline will not change.

Leadership

During the first half we have further strengthened the executive team that will deliver our FY30 plan.

Richard Heading joined as Group Chief Financial Officer in June, our Chief People Officer, Alison Franklin, has been in place since October 2025. We also appointed Camilla Hume, an experienced investment banker, as our first Group Strategy Director.

Within the business, Stephen Danby has been appointed Global Head of Tankers and James Palmer joined as Director of Projects. We have the people in place to deliver our growth plans and will continue to add talent as the business grows. I would like to thank James Gundy for his support through my transition to take over as CEO, all our people for their hard work and commitment in the first half and our clients and shareholders for their continued support.

Outlook

We enter the second half with a strengthened team, having made investments in people and desks that we expect to deliver profitable growth, and a balance sheet with capacity to pursue our acquisition strategy. Trading since the period-end continues to be strong, in line with the board’s expectations. Our forward order book increased to $80.7m at the end of September and the board remains confident that the Group will deliver in line with market expectations for the full year.

Our ambition is unchanged: to build a £200m revenue business with a 15% underlying operating margin by FY30. In the first half our desks captured the benefit of stronger markets, and we used that strength to invest ahead of the additional revenue it will generate. The investments we are making now are designed to keep the business growing whatever the market brings. Through our considered strategy, we are putting the building blocks in place for sustainable long-term growth and increased shareholder value.

Grant Foley

Group Chief Executive Officer

Operating and Financial Review

The Group presents three business segments: Chartering, Investment Advisory and Risk Advisory.

Reconciliation of underlying operating profit to reported operating profit

Group revenue increased by 16% to £74.3m (HY26: £63.9m), and by 21% on a US dollar basis to $99.6m (HY26: $82.6m). Underlying operating profit, before acquisition-related expenditure, increased by 7% to £6.0m (HY26: £5.6m), after £1.4m of strategic investment made in the period. After deducting the £0.5m of acquisition-related expenditure from HY26 underlying results (HY27: £nil), operating profit increased by 17% from £5.1m. Reported operating profit increased 85% to £5.6m (HY26: £3.0m) as specific items fell to £0.4m (HY26: £2.1m) following the end of the Southport Maritime Inc. post-acquisition service period.

Revenue growth was driven by a strong rate environment. Increased volatility across shipping and energy markets lifted average rates in Chartering and underpinned demand for the Group’s advisory and risk management services.

Chartering revenue increased by 18%, driven by significantly higher average commissions as rates rose sharply, particularly in Tankers. Investment Advisory benefited from strong second-hand values and strong newbuilding contracting, with Sale and Purchase revenue up 15%. Risk Advisory grew 17%, led by the Tanker Derivatives, Natural Gas and Coal desks as volatility in freight and energy markets increased client hedging and trading activity.

All three segments grew revenue and underlying operating profit in the period.

As at 31 August 2026, the forward order book remained strong at $73.6m, broadly level with 31 August 2025 ($73.8m) and 28 February 2026 ($72.5m). It covers commissions to be earned in future periods up to 2039. As at 30 September 2026, the forward order book had strengthened further to $80.7m.

Segmental performance

Chartering

Tankers

Revenue from Deep Sea Tankers in HY27 was 27% higher than in HY26.

Disruption in the Strait of Hormuz drove a sharp increase in crude tanker rates in March and April, and the desk’s average commission per fixture peaked in April. Rates eased through May and June as activity in the Gulf decreased and vessel supply increased, before strengthening again following the breakdown of the ceasefire in July.

Revenue for Specialised Products was 15% higher than in HY26. Specialised Tankers, LPG and Petrochemicals, and LNG all grew year-on-year as longer voyages, reduced spot tonnage availability and vessels trapped in, or waiting outside, the Gulf drove a sharp rise in freight rates, along with bunker prices increasing freight universally across all markets.

Offshore

Revenue for Offshore was 10% higher than in HY26. Market fundamentals remain strong across the sector, with a limited orderbook keeping both charter rates and asset values at robust levels.

Dry Cargo

Dry Cargo revenue increased 8% versus HY26. Markets strengthened across all four main vessel sizes, led by Capesizes, as stronger commodity demand, limited fleet growth and port delays tightened supply.

Underlying operating profit for the Chartering segment was £4.3m, £0.3m (9%) higher than the previous period. Profit grew more slowly than revenue, reflecting the cost of senior broker hires made as part of the Group’s strategic investment.

Investment Advisory

Sale and Purchase

Total revenue for Sale and Purchase in HY27 was 15% higher than in HY26. Disruption in the tanker market fed directly into second-hand values, with five-year-old VLCC values rising above newbuilding prices and the largest gains seen in older tonnage. Second-hand bulker values also rose across all sizes and ages. Newbuilding contracting ran at a near-record pace, led by tankers. Sale and Purchase accounts for the largest proportion of the forward order book, which supports revenue in the second half and beyond.

Corporate Finance

Total revenue for Corporate Finance in HY27 was 59% lower than in HY26, mainly reflecting reduced demand for financing advisory services, as owners with strong balance sheets and ready access to competitively priced bank debt had less need for alternative financing solutions.

Underlying operating profit in the Investment Advisory segment increased by 16% to £2.8m (HY26: £2.4m), ahead of revenue growth of 10%.

Risk Advisory

Risk Advisory comprises the Group’s regulated Securities business. In the period it established a new power desk, meeting the FY27 target to establish a new Risk Advisory desk.

In the first half, Risk Advisory revenue grew 17% to £14.7m (HY26: £12.6m) and segment underlying operating profit grew 12% to £2.6m (HY26: £2.3m), after absorbing the cost of establishing the power desk. This continues a strong growth trajectory: in FY26 Risk Advisory revenue rose 29% to £28.8m and segment underlying operating profit rose from £3.5m to £4.9m. Its share of Group revenue has grown from 4% in FY21 to 21% in FY26.

The Tanker Derivatives desk, the Group’s joint operation with GFI, grew strongly as record freight volatility increased hedging and trading activity. Revenue was highest in March and April and moderated over the summer. The Natural Gas desk continued to grow, as the disruption to Qatari LNG supply and below-average European storage levels kept gas markets volatile. The Coal desk performed strongly, supported by gas-to-coal switching in Asia and Europe. The Dry Derivatives desk was broadly flat year-on-year.

Other operating costs

Central costs increased slightly by 4% to £3.7m (HY26: £3.6m), as investment continued to be prioritised towards brokers.

Specific items

The Group has separately identified certain items that are not part of the underlying trading of the Group. These specific items are material in size and/or nature, and the directors believe that they may distort the understanding of the underlying performance of the business.

Acquisition-related items of £0.3m comprise primarily £0.2m of corporate transaction costs, mainly professional adviser fees on the review of potential acquisition targets and the loss on the strike-off of certain subsidiary undertakings, and £0.1m of amortisation of acquired intangible assets, primarily relating to Southport Maritime Inc.

The post-combination remuneration expense relating to the acquisition of Southport Maritime Inc. (HY26: £1.7m) ended when the three-year service period expired in December 2025. Other items of £0.8m in the prior period related to hedge ineffectiveness following the failure of a hedging counterparty and Naves convertible loan notes which were settled in FY26. 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 moved from US$1.3481:£1 at 28 February 2026 to US$1.3544:£1 at 31 August 2026. The revaluation of foreign currency balances gave rise to a £0.5m loss in the period, compared with £nil in HY26. At 31 August 2026, the Group held forward currency contracts to sell US$66.7m at an average rate of US$1.32/£1 (28 February 2026: US$75.9m at US$1.30/£1).

Balance sheet

Net assets at 31 August 2026 were £83.3m (28 February 2026: £82.4m).

Trade and other receivables decreased by £0.5m to £38.7m (28 February 2026: £39.2m). Lower gross trade receivables were partly offset by higher contract assets.

Current trade and other payables increased by £3.8m to £41.1m (28 February 2026: £37.3m), including employee-related payables of £31.3m (28 February 2026: £27.8m), which reflect higher bonus accruals in line with the stronger trading performance.

Borrowings and cash

At 31 August 2026, the Group held cash of £30.4m (28 February 2026: £23.4m) and borrowings under its revolving credit facility of £30.4m (28 February 2026: £26.3m), giving a net debt position of £nil (28 February 2026: net debt £2.9m).

Cash generated from operations was £11.5m (HY26: £2.3m), and net cash generated from operating activities, after interest and tax, was £8.4m (HY26: £1.0m), reflecting the stronger trading performance and an increase in payables, despite the usual first-half outflow from the payment of final bonuses earned in respect of FY26. Tax paid in the period was £2.1m (HY26: £0.5m). Other cash outflows included the purchase of shares by the ESOP of £3.2m and lease payments of £1.7m. The Group drew down £9.0m and repaid £5.0m under the RCF during the period.

Most bonus payments are made in the first half of the financial year, so 31 August is typically the low point of the Group’s cash cycle. Eliminating net debt at the half year, compared with net debt of £5.6m at 31 August 2025 (including restricted cash), reflects the strength of cash generation in the period.

On 6 October 2026, the Group renewed and increased its revolving credit facility with HSBC (“RCF”) for a three-year term, with the option to extend by a further two years. The renewed facility is for £40.0m, with an additional £10.0m accordion. The Group met all financial covenant tests at 28 February 2026, 31 May 2026 and 31 August 2026.

Profit before tax and earnings per share

Underlying profit before tax increased by 34% to £5.1m (HY26: £3.8m), reflecting the higher operating profit and lower net finance costs. Reported profit before tax was £4.7m (HY26: £0.9m). Underlying basic earnings per share increased by 28% to 11.89p (HY26: 9.30p), and basic earnings per share was 11.03p (HY26: 0.68p).

Dividend

The board has declared an increased interim dividend of 2.75 pence per share (HY26: 2.5 pence). The interim dividend will be paid on 13 January 2027 to shareholders on the register at the close of business on 27 November 2026, with a corresponding ex-dividend date of 26 November 2026. The last date for Dividend Reinvestment Plan (“DRIP”) elections will be 18 December 2026. The DRIP is provided by Equiniti Financial Services Limited and 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 https://shareview.co.uk/shareholderservices/dividendreinvestments/

Taxation

The total tax charge was £1.1m (HY26: £0.7m), comprising a current tax charge of £1.2m and a deferred tax credit of £0.1m.

Total tax is charged at 25.6% on underlying profits for the six months ended 31 August 2026 (HY26: 23.0%), 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 in line with the standard rate applicable.

Deferred tax assets increased to £2.6m (28 February 2026: £2.1m), reflecting the valuation of outstanding share awards and the movement in the mark-to-market of the Group’s forward currency contracts. 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 33 to 37 of the 2026 Annual Report and Accounts, are also applicable for the six months to 31 August 2026. These include risks associated with competition and market consolidation, cybercrime/data security, geopolitical and macroeconomic, compliance with laws and regulations, currency fluctuations (including market volatility), disruptive technology, environment and climate change, integration risk, people structure and culture, and sanctions and trade restrictions.

The directors continue to monitor the risks associated with the conflicts in Ukraine and the Middle East. The conflict in the Middle East, and the resulting disruption to shipping through the Strait of Hormuz, significantly increased volatility in the Group’s markets during the period. While this volatility has supported activity levels, it has also increased the complexity of sanctions compliance and the risk of sudden changes in market conditions. The Group’s compliance with sanctions related to these conflicts 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 cash/(debt). Explanations of these terms and their calculation are set out in this Operating and Financial Review.

Condensed Consolidated Income Statement

Other comprehensive income/(expense)

Items that will not be reclassified to profit or loss:

Items that are or may be reclassified to profit or loss:

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 2026 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 3 November 2026.

2 Basis of preparation and statement of compliance

The interim condensed consolidated financial statements for the six months ended 31 August 2026 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 2025 and year ended 28 February 2026 do not constitute statutory accounts for the purpose of section 434 of the Companies Act 2006. The auditors have reported on the 2026 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 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 2026, 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. The directors have considered the trading and cash flows over the first six months of the year across the Group’s business, and strong performance across each of the Group’s Segments. 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 single 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. On 6 October 2026 the group renewed the RCF for a three-year term with the option to extend by a further two years, subject to lender approval. The renewed facility is for £40.0 million with an additional £10.0 million accordion. The RCF agreement has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At 28 February 2026, 31 May 2026 and 31 August 2026 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 2026 the Group’s net debt was £nil (at 28 February 2026: net debt £2.9 million) with available headroom in the £40.0 million RCF of £9.5 million (at 28 February 2026: £13.5 million) (net debt is calculated as cash less secured RCF).

The Group has updated its expected revenue, cost and cash forecasts during 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.34% 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 resulted in increased volatility and 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.

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 2026, except as described below, and should be read in conjunction with the 2026 Annual Report.

Amendments to IFRS Accounting Standards

Annual Improvements 2024 to IFRS Accounting Standards

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

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 2026.

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

Business segments

The table below shows the make-up of the Group’s segments by underlying component.

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.

The segmental information provided to the board for reportable segments for the six months ended 31 August 2026 is as follows:

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

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.

Operating costs

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 £3.3 million.

The tax income on specific items included within other operating costs was £nil (HY26: £0.1 million).

Acquisition-related items

Corporate transaction costs

During the period, the Group incurred costs of £0.2 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 £0.1 million (HY26: £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. In prior period, the total expense related to amounts linked to ongoing employee service in connection with the acquisition of Southport is £1.7 million. The period of required employee service is three years from the acquisition date.

The tax income on specific items included within acquisition-related items was £0.1 million (HY26: £0.3 million).

Other specific items

Naves derivative liability and foreign exchange loss

In the prior period, the loss of £0.1 million 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.

Hedge ineffectiveness

In the prior 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.

The tax income on specific items included within other specific items was £0.1 million (HY26: £0.2 million).

6 Taxation

The total tax charge of £1.1 million consists of a current tax charge of £1.2 million and a deferred tax credit of £0.1 million. The total tax charge of £0.7 million for the comparative period comprises a current tax charge of £0.7 million and a deferred tax charge of £nil.

Current tax is charged at 26.2% on underlying profits for the six months ended 31 August 2026 (HY26: 23.02%) 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 in line with the standard rate applicable.

At 31 August 2026, the Group recognised a deferred tax asset of £2.6 million (28 February 2026: £2.1 million) and deferred tax liability of £0.2 million (28 February 2026: £0.2 million). The increase in the deferred tax asset is as 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 2026. As a result of the movements on deferred tax, a credit of £0.1 million 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 tax rate of 25.0% for the six months ended 31 August 2026 (HY26: 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 period. As at 31 August 2026, the Employee Share Ownership Plan (“ESOP”) held 1,039,953 ordinary shares (28 February 2026: 1,080,697), 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.

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

8 Dividends

The board has declared an interim dividend of 2.75 pence per share (HY26: 2.5 pence per share), to be paid on 13 January 2027.

9 Goodwill

£’000

Cost

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 Group is required to test, on an annual basis, and whenever there is an indicator of impairment, 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 Group has reviewed its Goodwill for indicators of impairment and concluded that due to the poor performance of the Corporate Finance business, there is an indicator of impairment. No indicator of impairment was identified in relation to the Chartering segment.

Business performance over the next five years - The estimated cash flows were based on the approved annual budget for the financial year and projections for the remainder of the year and 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. 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.

Long-term growth rates - This is the average growth rate used to extrapolate cash flows beyond the budget period.

Discount rates - The pre-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:

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 (based on financial years) 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.

1The revenue reduction in year 1 relates to the full year performance for the year ended February 2027 versus the prior financial year performance.

2In addition to the general revenue growth assumption from year 1 revenue, identified material success fees in the pipeline in relation to the next financial year are also incorporated into the forecast for year 2. These are not considered to be recurring and so are not included in years 3 to 5.

At 31 August 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

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.

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:

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)

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. In addition, the identified success fees in year 2 referred to above make up c.65% of revenue. A reduction in these amounts will materially impact the carrying value of the division.

10 Other long-term receivables

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

Included in other receivables in all periods are security deposits, VAT and other sales tax receivables and employee loans.

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 2026 the lifetime expected loss provision for trade receivables and contract assets was £0.7 million (28 February 2026: £0.6 million). The expected credit loss rates applied at 31 August 2026 are consistent with those applied at 28 February 2026. The specific provisions against trade receivables as at 31 August 2026 were £3.6 million (28 February 2026: £3.4 million).

12 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.

Financial instruments

Principal financial instruments

trade and other receivables;

cash and cash equivalents;

unlisted investments;

trade and other payables;

revolving credit facility;

lease liabilities;

derivative financial instruments; and

Financial instruments by category

Financial instruments measured at fair value

The Group’s financial assets and liabilities measured at fair value, 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.

Fair value hierarchy

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 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 14.8%; 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.

Forward currency contracts

The fair value of the Group’s 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.

A gain of £1.7 million (HY26: £1.9 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:

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.

Financial instruments not measured at fair value

At 31 August 2026, trade and other payables of £41.1 million (28 February 2026: £37.3 million) were recognised on the Balance Sheet, which included employee related payables of £31.3 million (28 February 2026: £27.8 million) which are not financial liabilities, and lease liabilities of £3.6 million (28 February 2026: £3.6 million) are not included in the table above.

13 Pension surplus

The following table sets out the sensitivity of the net defined pension surplus to changes in key estimates.

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 based on the entitlement for all employees with the overall calculation taking into account the number of years of service for each employee.

15 Share capital

No ordinary shares have been issued in the six months to 31 August 2026.

16 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 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

As at 31 August 2026 the ESOP held 1,039,953 (28 February 2026: 1,080,697) ordinary shares of 10 pence.

17 Other reserves

All other reserves are attributable to the equity holders of the parent company.

18 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.

19 Related party transactions

The Group’s related parties are unchanged from those reported in the financial statements for the year ended 28 February 2026. There have been no significant related party transactions in the six months ended 31 August 2026. For further information about the Group’s related parties, please refer to the Group’s Annual Report 2026.

20 Events after the reporting date

Other than the renewal of the Group’s RCF as disclosed in Note 2, 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:

By order of the board

[1] Percentages in tables are based on unrounded numbers from the consolidated accounts.