FY24 Final Results

About this update from Braemar Plc

[{"type":"text","content":"\n \n \n   \n THE INFORMATION CONTAINED WITHIN THIS ANNOUNCEMENT IS DEEMED TO CONSTITUTE INSIDE INFORMATION AS STIPULATED UNDER THE MARKET ABUSE REGULATION (EU NO. 596/2014) WHICH IS PART OF UK LAW BY VIRTUE OF THE EUROPEAN UNION (WITHDRAWAL) ACT 2018. UPON THE PUBLICATION OF THIS ANNOUNCEMENT, THIS INSIDE INFORMATION IS NOW CONSIDERED TO BE IN THE PUBLIC DOMAIN. \n   \n   \n 23 May 2024 \n   \n BRAEMAR PLC \n (\"Braemar\", the \"Company\" and together with its subsidiaries the \"Group\") \n   \n Audited Final Results for the year ended 29 February 2024 \n   \n Strong trading performance building resilience and sustainable returns for shareholders, \n with a platform for future growth \n   \n Braemar Plc (LSE: BMS), a leading provider of expert investment, chartering and risk management advice to the shipping and energy markets, announces its audited results for the year ended 29 February 2024 (\"FY24\"), which are in line with market expectations [1] . \n   \n The board is delighted to report another strong performance for the Group, which demonstrates the Group's strategy to grow the business, build resilience, and generate sustainable shareholder returns across the shipping cycle. Following the 51% increase in revenues in the prior year, FY24 revenues were sustained at £152.8 million (FY23: £152.9 million). \n   \n The strong performance from the acquisitions completed in FY23 and the Group's growing securities business contributed to a more balanced revenue mix, offsetting weaker shipping rates in some sectors. Overall fixture volumes grew by 8% and the increased breadth and depth of the Group's operations helped deliver both a strong financial result for the year, and build a platform for sustainable profitability in the years going forward. \n   \n The Group generated underlying operating profit of £16.5 million (FY23: £20.1 million), after a negative £2.6 million foreign exchange swing over the previous year and expensing £1.5 million of acquisition-related costs (£18.1 million before acquisition-related expenditure). \n   \n FY25 has started well, the Group has entered the year with a total forward order book at 29 February 2024 of $82.6 million (FY23: $56.2 million) and looks forward to continuing the successful execution of its growth strategy, through hiring talented individuals, geographic expansion and making selective acquisitions, while at all times maintaining a strong focus on cost efficiencies and improving operating margins, as the business continues to scale. \n   \n As a result, and reflecting the board's confidence in the future of the business, the board has recommended a final dividend for FY24 of 9.0 pence per share. Total dividends for the year if approved will be 13.0 pence per share (FY23: 12.0 pence), an increase of 8%. \n   \n RESULTS HIGHLIGHTS \n   \n Financial performance \n   \n \n \n \n \n \n \n \n Underlying results* \n \n \n Statutory results \n \n \n \n \n \n \n \n FY24 \n \n \n FY23 \n \n \n % change \n \n \n FY24 \n \n \n FY23 \n \n \n % change \n \n \n \n \n Revenue \n \n \n £152.8m \n \n \n £152.9m \n \n \n - \n \n \n £152.8m \n \n \n £152.9m \n \n \n - \n \n \n \n \n Operating profit (before acquisition-related expenditure) \n \n \n £18.1m \n \n \n £20.1m \n \n \n -10% \n \n \n £15.0m \n \n \n £13.7m \n \n \n +9% \n \n \n \n \n Operating profit \n \n \n £16.5m \n \n \n £20.1m \n \n \n -18% \n \n \n £9.0m \n \n \n £11.7m \n \n \n -22% \n \n \n \n \n Profit before tax \n \n \n £14.6m \n \n \n £18.0m \n \n \n -19% \n \n \n £7.5m \n \n \n £9.5m \n \n \n -20% \n \n \n \n \n Profit after tax \n \n \n £10.8m \n \n \n £13.4m \n \n \n -19% \n \n \n £4.6m \n \n \n £4.6m \n \n \n - \n \n \n \n \n Underlying earnings per share (basic) \n \n \n 36.62p \n \n \n 46.22p \n \n \n -21% \n \n \n 15.65p \n \n \n 15.85p \n \n \n -1% \n \n \n \n \n Total dividend per share \n \n \n 13.0p \n \n \n 12.0p \n \n \n +8% \n \n \n 13.0p \n \n \n 12.0p \n \n \n +8% \n \n \n \n \n Net cash/(debt) \n \n \n £1.0m \n \n \n £6.9m \n \n \n -86% \n \n \n £1.0m \n \n \n £6.9m \n \n \n -86% \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n * Underlying results measures above are before specific items, including some acquisition-related charges and internal independent investigation costs. \n   \n Financial highlights \n   \n ·      Revenue at £152.8 million was unchanged on the prior year, demonstrating improved resilience across the Group (FY23: £152.9 million), with strong performances from acquisitions and Risk Advisory offsetting cyclically weaker performances in other parts of the business. \n ·      Underlying operating profit before acquisition-related items of £18.1m in line with market expectations 1 (FY23: £20.1m). \n ·      Impact on operating profit of acquisition-related costs and foreign exchange swing totalling £4.1m. \n ·      Reported profit after tax for the year unchanged from prior year at £4.6m. \n ·      Balance sheet remains strong with positive cash position maintained. \n ·      Continuation of the Group's progressive dividend policy, with a recommended final dividend for FY24 of 9.0 pence per share, reflecting the board's confidence in the future of the business. Total dividends for the year if approved will be 13.0 pence per share (FY23: 12.0 pence) an increase of 8%. \n   \n   \n Operational highlights \n   \n ·      Continued growth with total fixture numbers up 8% from the prior year. \n ·      Acquisitions of Southport Maritime Inc. in the USA and the Madrid tanker desk in Spain performed well in their first full year as part of the Group, realising the opportunities of being part of Braemar's global business.   \n ·      Natural gas desk grew strongly throughout the year. \n ·      Headcount up 7% to 409 as the business continues to invest, average revenue per head continues to be strong at £373,000, 6% lower than the prior year. \n ·      The internal independent investigation commenced in June 2023 was completed in October 2023. \n   \n   \n Current trading and outlook \n   \n ·       FY25 has started well with market conditions remaining positive - greater demand resulting from geo-political and natural events on a broadly unchanged global fleet size.  \n ·       Continued execution of the growth strategy, hiring talented individuals and teams, and through selective acquisitions in the fragmented shipbroking market. This will be supported by the Group's platform, driving ongoing efficiencies, and improving margins. \n ·       The Group's forward order book strengthened throughout the year, standing at $82.6m as at 29 February 2024, 47% higher than the $56.2m as at 28 February 2023. \n ·       With the Group's strategy delivering and a clear focus on future growth, the board looks to the future with confidence . \n   \n   \n James Gundy, Group Chief Executive Officer, commenting on the Group's FY24 results, said: \n   \n \"This was another year of strong performance. I am delighted that it clearly shows how much more resilient and balanced Braemar has become. In FY23, we enjoyed high rates and activity across all sectors delivering a 51% increase in revenue. I am delighted that this performance was sustained this year. We maintained FY23's strong revenue levels through our growing securities business and strong performances from our acquisitions, with overall fixture volumes growing by 8%. We have built a platform that can support a growing business and as we hire more brokers and make further acquisitions, whilst maintaining a keen focus on cost management and efficiencies, we will build greater resilience and further improve operating margins. \n   \n The overall market outlook remains positive. Geo-political and natural events, as well as environmental considerations are leading to longer voyage times, and global seaborne trade continues to grow, while the total fleet size remains at similar levels. \n   \n We started FY25 with a strong forward order book at $82.6m, and will continue to invest in our people, offices, and technology, whilst taking advantage of a fragmented shipbroking market to hire and make acquisitions. I look forward to another strong performance by the Group.\" \n   \n Results Roadshow and Online Presentations \n   \n The Company is hosting a results presentation for analysts on Thursday, 23 May 2024 at 10.30 a.m. at Buchanan's offices at 107 Cheapside, London, EC2V 6DN. Please contact the team at Buchanan via [email protected] for further details. \n   \n In addition, the Company is also hosting an online investor presentation with Q&A on Tuesday, 28 May 2024, commencing at 1 p.m. To participate, please register with PI World at https://bit.ly/BMS_FY24_webinar . \n   \n The 2024 Annual Report and Accounts will be available on the Company's website ( www.braemar.com ) shortly. \n   \n   \n For further information, contact: \n   \n \n \n \n \n Braemar Plc \n \n \n \n \n \n \n \n \n \n \n James Gundy, Group Chief Executive Officer \n \n \n Tel +44 (0) 20 3142 4100 \n \n \n \n \n Grant Foley, Group Chief Financial Officer \n   \n \n \n \n \n \n \n \n Rebecca-Joy Wekwete, Company Secretary \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Buchanan \n \n \n \n \n \n \n \n Charles Ryland / Stephanie Whitmore \n Jack Devoy / Abby Gilchrist \n \n \n Tel +44 (0) 20 7466 5000 \n \n \n \n \n \n \n \n \n \n \n \n \n Investec Bank plc \n \n \n \n \n \n \n \n Gary Clarence / Alice King \n   \n   \n \n \n Tel +44 (0) 20 7597 5970 \n \n \n \n \n \n \n \n \n \n \n \n \n Cavendish Securities PLC \n Ben Jeynes / Matt Lewis (Corporate Finance) \n Leif Powis / Dale Bellis / Charlie Combe (Sales & ECM) \n   \n \n \n   \n Tel +44 (0) 20 7220 0500 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n Consolidated Income Statement \n For the year ended 29 February 2024 \n \n \n \n \n   \n \n \n   \n \n \n \n 29 Feb 2024 \n \n \n \n \n 28 Feb 2023 \n \n \n \n \n \n \n \n \n Notes \n \n \n Underlying £'000 \n \n \n Specific items \n£'000 \n \n \n Total \n£'000 \n \n \n Underlying \n£'000 \n \n \n Specific \nitems \n£'000 \n \n \n Total \n£'000 \n \n \n \n \n Revenue \n \n \n 2.1 \n \n \n       152,751 \n \n \n                  - \n \n \n      152,751 \n \n \n 152,911 \n \n \n - \n \n \n 152,911 \n \n \n \n \n Other operating income \n \n \n 2.2 \n \n \n                   - \n \n \n                83 \n \n \n               83 \n \n \n - \n \n \n 3,846 \n \n \n 3,846 \n \n \n \n \n Operating expense: \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Operating costs \n \n \n 2.3, 2.2 \n \n \n  (134,004) \n \n \n         (3,182) \n \n \n     (137,186) \n \n \n (132,598) \n \n \n (355) \n \n \n (132,953) \n \n \n \n \n Acquisition-related expenditure \n \n \n 2.2 \n \n \n  (1,502) \n \n \n  (4,405) \n \n \n  (5,907) \n \n \n - \n \n \n (1,999) \n \n \n (1,999) \n \n \n \n \n Impairment of financial assets \n \n \n 2.3, 2.2 \n \n \n  (697) \n \n \n  - \n \n \n  (697) \n \n \n (238) \n \n \n (848) \n \n \n (1,086) \n \n \n \n \n Impairment of goodwill \n \n \n 2.2 \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n - \n \n \n (9,050) \n \n \n (9,050) \n \n \n \n \n Total operating expense \n \n \n \n \n \n  (136,203) \n \n \n         (7,587) \n \n \n     (143,790) \n \n \n (132,836) \n \n \n (12,252) \n \n \n (145,088) \n \n \n \n \n Operating profit \n \n \n \n \n \n  16,548 \n \n \n         (7,504) \n \n \n          9,044 \n \n \n 20,075 \n \n \n (8,406) \n \n \n 11,669 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share of associate profit/(loss) for the year \n \n \n 3.4 \n \n \n                12 \n \n \n                  - \n \n \n               12 \n \n \n (23) \n \n \n - \n \n \n (23) \n \n \n \n \n Finance income \n \n \n 2.5, 2.2 \n \n \n              871 \n \n \n             419 \n \n \n          1,290 \n \n \n 119 \n \n \n 83 \n \n \n 202 \n \n \n \n \n Finance costs \n \n \n 2.5, 2.2 \n \n \n         (2,823 ) \n \n \n                  - \n \n \n         (2,823 ) \n \n \n (2,131) \n \n \n (266) \n \n \n (2,397) \n \n \n \n \n Profit before tax from continuing operations \n \n \n \n \n \n         14,608 \n \n \n         (7,085) \n \n \n          7,523 \n \n \n 18,040 \n \n \n (8,589) \n \n \n 9,451 \n \n \n \n \n Taxation \n \n \n 2.7 \n \n \n         (3,788) \n \n \n              889 \n \n \n         (2,899) \n \n \n (4,641) \n \n \n (214) \n \n \n (4,855) \n \n \n \n \n Profit from continuing operations \n \n \n \n \n \n         10,820 \n \n \n         (6,196) \n \n \n          4,624 \n \n \n 13,399 \n \n \n (8,803) \n \n \n 4,596 \n \n \n \n \n \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n Profit attributable to equity shareholders of the Company \n \n \n \n \n \n         10,820 \n \n \n         (6,196) \n \n \n          4,624 \n \n \n 13,399 \n \n \n (8,803) \n \n \n 4,596 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Underlying \n \n \n \n \n \n Total \n \n \n Underlying \n \n \n \n \n \n Total \n \n \n \n \n Earnings per ordinary share \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Basic \n \n \n 2.8 \n \n \n  36.62p \n \n \n \n \n \n  15.65p \n \n \n 46.22p \n \n \n \n \n \n  15.85p \n \n \n \n \n Diluted \n \n \n 2.8 \n \n \n  29.96p \n \n \n \n \n \n  12.80p \n \n \n 38.52p \n \n \n \n \n \n  13.25p \n \n \n \n \n   \n The accompanying notes form an integral part of these Financial Statements. \n Consolidated Statement of Comprehensive Income \n For the year ended 29 February 2024 \n \n \n \n \n \n \n \n Note \n \n \n 29 Feb 2024 \n£'000 \n \n \n 28 Feb 2023 \n£'000 \n \n \n \n \n Profit for the year \n \n \n   \n \n \n           4,624 \n \n \n 4,596 \n \n \n \n \n Other comprehensive income/(expense) \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Items that will not be reclassified to profit or loss: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n -    Actuarial gain on employee benefit schemes - net of tax \n \n \n 5.1 \n \n \n 173 \n \n \n 2,361 \n \n \n \n \n Items that may be reclassified to profit or loss: \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n -    Foreign exchange differences on retranslation of foreign operations \n \n \n 6.4 \n \n \n         (1,783) \n \n \n 2,522 \n \n \n \n \n -    Net investment hedge \n \n \n 6.4 \n \n \n              249 \n \n \n (124) \n \n \n \n \n -    Cash flow hedges - net of tax \n \n \n 6.4 \n \n \n           1,231 \n \n \n 291 \n \n \n \n \n Other comprehensive (expense)/income \n \n \n   \n \n \n            (130) \n \n \n 5,050 \n \n \n \n \n \n \n \n   \n \n \n   \n \n \n   \n \n \n \n \n Total comprehensive income attributable to owners of the parent \n \n \n   \n \n \n           4,494 \n \n \n 9,646 \n \n \n \n \n   \n The accompanying notes form an integral part of these Financial Statements. \n Consolidated Balance Sheet \n As at 29 February 2024 \n \n \n \n \n   \n \n \n Note \n \n \n As at \n29 Feb 2024 \n£'000 \n \n \n \nAs at \n28 Feb 2023 \n£'000 \n \n \n \n \n Assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Non-current assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Goodwill \n \n \n 3.1 \n \n \n         71,337 \n \n \n 71,407 \n \n \n \n \n Other intangible assets \n \n \n 3.2 \n \n \n           3,185 \n \n \n 3,980 \n \n \n \n \n Property, plant and equipment \n \n \n 3.5 \n \n \n           5,582 \n \n \n 5,320 \n \n \n \n \n Other investments \n \n \n 3.3 \n \n \n           1,633 \n \n \n 1,780 \n \n \n \n \n Investment in associate \n \n \n 3.4 \n \n \n              713 \n \n \n 701 \n \n \n \n \n Derivative financial instruments \n \n \n 4.4 \n \n \n              249 \n \n \n 30 \n \n \n \n \n Deferred tax assets \n \n \n 2.7 \n \n \n 2,979 \n \n \n 4,794 \n \n \n \n \n Pension surplus \n \n \n 5.1 \n \n \n           1,414 \n \n \n 1,120 \n \n \n \n \n Other long-term receivables \n \n \n 4.1 \n \n \n           4,589 \n \n \n 8,554 \n \n \n \n \n \n \n \n \n \n \n         91,681 \n \n \n 97,686 \n \n \n \n \n Current assets \n \n \n \n \n \n \n \n \n \n \n \n \n \n Trade and other receivables \n \n \n 4.2 \n \n \n         37,730 \n \n \n 43,323 \n \n \n \n \n Derivative financial instruments \n \n \n 4.4 \n \n \n           1,287 \n \n \n 1,224 \n \n \n \n \n Current tax receivable \n \n \n 2.7 \n \n \n 2,925 \n \n \n 973 \n \n \n \n \n Cash and cash equivalents \n \n \n 4.5 \n \n \n         27,951 \n \n \n 34,735 \n \n \n \n \n \n \n \n \n \n \n         69,893 \n \n \n 80,255 \n \n \n \n \n Total assets \n \n \n \n \n \n       161,574 \n \n \n 177,941 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Current liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Derivative financial instruments \n \n \n 4.4 \n \n \n              175 \n \n \n 1,122 \n \n \n \n \n Trade and other payables \n \n \n 4.3 \n \n \n         43,611 \n \n \n 57,310 \n \n \n \n \n Current tax payable \n \n \n 2.7 \n \n \n           1,625 \n \n \n 4,141 \n \n \n \n \n Provisions \n \n \n 7.1 \n \n \n           3,080 \n \n \n 2,575 \n \n \n \n \n Convertible loan notes \n \n \n 4.7 \n \n \n              632 \n \n \n 699 \n \n \n \n \n \n \n \n \n \n \n         49,123 \n \n \n 65,847 \n \n \n \n \n Non-current liabilities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Long-term borrowings \n \n \n 4.6 \n \n \n         29,819 \n \n \n 29,919 \n \n \n \n \n Deferred tax liabilities \n \n \n 2.7 \n \n \n                  8 \n \n \n 344 \n \n \n \n \n Derivative financial instruments \n \n \n 4.4 \n \n \n              183 \n \n \n 1,022 \n \n \n \n \n Trade and other payables \n \n \n \n \n \n              416 \n \n \n 542 \n \n \n \n \n Provisions \n \n \n 7.1 \n \n \n              58 \n \n \n 734 \n \n \n \n \n Convertible loan notes \n \n \n 4.7 \n \n \n           2,346 \n \n \n 2,852 \n \n \n \n \n \n \n \n \n \n \n        32,830 \n \n \n 35,413 \n \n \n \n \n Total liabilities \n \n \n \n \n \n         81,953 \n \n \n 101,260 \n \n \n \n \n Total assets less total liabilities \n \n \n \n \n \n         79,621 \n \n \n 76,681 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Equity \n \n \n \n \n \n \n \n \n \n \n \n \n \n Share capital \n \n \n 6.1 \n \n \n           3,292 \n \n \n 3,292 \n \n \n \n \n Share premium \n \n \n 6.1 \n \n \n                   - \n \n \n 53,796 \n \n \n \n \n ESOP reserve \n \n \n 6.3 \n \n \n         (7,140 ) \n \n \n (10,607) \n \n \n \n \n Other reserves \n \n \n 6.4 \n \n \n           8,365 \n \n \n 28,819 \n \n \n \n \n Retained earnings \n \n \n \n \n \n         75,104 \n \n \n 1,381 \n \n \n \n \n Total equity \n \n \n \n \n \n         79,621 \n \n \n 76,681 \n \n \n \n \n   \n                                                               Registered number: 02286034 \n Consolidated Cash Flow Statement \n For the year ended 29 February 2024 \n \n \n \n \n \n \n \n Notes \n \n \n 29 Feb 2024 \n £'000 \n \n \n \n28 Feb 2023 \n £'000 \n \n \n \n \n Profit before tax \n \n \n \n \n \n         7,523 \n \n \n 9,451 \n \n \n \n \n Adjustment for: \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Depreciation and amortisation charges \n \n \n 3.2, 3.5 \n \n \n         3,805 \n \n \n 3,364 \n \n \n \n \n Loss on disposal of intangible assets \n \n \n \n \n \n                  - \n \n \n 87 \n \n \n \n \n Net loss on disposal of property, plant and equipment \n \n \n \n \n \n                  - \n \n \n 20 \n \n \n \n \n Share scheme charges \n \n \n \n \n \n         6,442 \n \n \n 4,520 \n \n \n \n \n Net foreign exchange loss/(gain) with no cash impact \n \n \n \n \n \n             497 \n \n \n (1,157) \n \n \n \n \n Gain on acquisition of Southport \n \n \n 2.2 \n \n \n                  - \n \n \n (3,643) \n \n \n \n \n Gain relating to disposal of Cory Brothers \n \n \n 2.2 \n \n \n             (83 ) \n \n \n (203) \n \n \n \n \n Fair value loss on unlisted investments \n \n \n 2.2 \n \n \n             147 \n \n \n                           - \n \n \n \n \n Impairment of Naves goodwill \n \n \n 3.1 \n \n \n                  - \n \n \n 9,050 \n \n \n \n \n Impairment of property, plant and equipment \n \n \n 3.5 \n \n \n                  - \n \n \n 150 \n \n \n \n \n Impairment of intangible assets \n \n \n 3.2 \n \n \n                  - \n \n \n 60 \n \n \n \n \n Impairment of financial asset \n \n \n 2.2 \n \n \n                  - \n \n \n 848 \n \n \n \n \n Reversal of dilapidations provision \n \n \n 7.1 \n \n \n                  - \n \n \n (124) \n \n \n \n \n Adjustment for non-operating transactions included in profit before tax: \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Net finance cost \n \n \n 2.5 \n \n \n          1,533 \n \n \n 2,195 \n \n \n \n \n Share of (profit)/loss in associate from continuing and discontinued operations \n \n \n 3.4 \n \n \n              (12) \n \n \n 23 \n \n \n \n \n Adjustment for cash items in other comprehensive income/expense: \n \n \n \n \n \n \n \n \n \n \n \n \n \n Fair value movement on financial instruments charged to profit or loss \n \n \n \n \n \n               89 \n \n \n - \n \n \n \n \n Cash settlement of share-based payment \n \n \n \n \n \n             (52) \n \n \n - \n \n \n \n \n Contribution to defined benefit scheme \n \n \n 5.1 \n \n \n             (37 ) \n \n \n (450) \n \n \n \n \n Operating cash flow before changes in working capital \n \n \n \n \n \n       19,852 \n \n \n 24,191 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Decrease/(increase) in receivables \n \n \n \n \n \n         6,252 \n \n \n (14,857) \n \n \n \n \n (Decrease)/increase in payables \n \n \n \n \n \n      (12,142) \n \n \n 16,836 \n \n \n \n \n (Decrease)/increase in provisions \n \n \n \n \n \n            (138) \n \n \n 2,081 \n \n \n \n \n Cash flows from operating activities \n \n \n \n \n \n       13,824 \n \n \n 28,251 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Interest received \n \n \n \n \n \n             508 \n \n \n 119 \n \n \n \n \n Interest paid \n \n \n \n \n \n       (2,677 ) \n \n \n (1,925) \n \n \n \n \n Tax paid, net of refunds \n \n \n \n \n \n       (6,473 ) \n \n \n (4,381) \n \n \n \n \n Net cash generated from operating activities \n \n \n \n \n \n          5,182 \n \n \n 22,064 \n \n \n \n \n \n \n   \n \n \n \n \n Cash flows from investing activities \n \n \n \n \n \n \n \n \n \n \n \n \n \n Purchase of property, plant and equipment \n \n \n 3.5 \n \n \n           (503 ) \n \n \n (695) \n \n \n \n \n Purchase of other intangible assets \n \n \n 3.2 \n \n \n             (32 ) \n \n \n (90) \n \n \n \n \n Acquisition of business (cash acquired) \n \n \n 2.2 \n \n \n                  - \n \n \n 349 \n \n \n \n \n Proceeds related to disposal of Cory Brothers \n \n \n 4.9 \n \n \n          1,397 \n \n \n 6,500 \n \n \n \n \n Principal received on finance lease receivables \n \n \n 3.6 \n \n \n             626 \n \n \n 607 \n \n \n \n \n Net cash generated from investing activities \n \n \n \n \n \n          1,488 \n \n \n 6,671 \n \n \n \n \n   \n \n \n \n \n \n                            - \n \n \n \n \n \n \n \n Cash flows from financing activities \n \n \n \n \n \n                            - \n \n \n \n \n \n \n \n Proceeds from RCF loan facility \n \n \n \n \n \n         4,500 \n \n \n 7,694 \n \n \n \n \n Repayment of RCF loan facility \n \n \n \n \n \n       (5,098 ) \n \n \n (3,000) \n \n \n \n \n Repayment of principal under lease liabilities \n \n \n 3.6 \n \n \n        (3,143 ) \n \n \n (3,865) \n \n \n \n \n Cash proceeds on issue of new shares \n \n \n 6.1 \n \n \n                  - \n \n \n 694 \n \n \n \n \n Cash proceeds on exercise of share awards settled by release of shares from ESOP \n \n \n \n \n \n                826   \n \n \n 477 \n \n \n \n \n Dividends paid \n \n \n 6.2 \n \n \n       (2,440 ) \n \n \n (3,190) \n \n \n \n \n Purchase of own shares \n \n \n 6.3 \n \n \n        (6,125 ) \n \n \n (7,963) \n \n \n \n \n Settlement of convertible loan notes \n \n \n 4.7 \n \n \n           (598 ) \n \n \n (1,448) \n \n \n \n \n Net cash used in financing activities \n \n \n \n \n \n      (12,078 ) \n \n \n (10,601) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n (Decrease)/increase in cash and cash equivalents \n \n \n \n \n \n       (5,408) \n \n \n 18,134 \n \n \n \n \n Cash and cash equivalents at beginning of the year \n \n \n 4.5 \n \n \n       34,735 \n \n \n 13,964 \n \n \n \n \n Foreign exchange differences \n \n \n \n \n \n        (1,376) \n \n \n 2,637 \n \n \n \n \n Cash and cash equivalents at end of the year \n \n \n 4.5 \n \n \n         27,951 \n \n \n 34,735 \n \n \n \n \n   \n \n \n \n \n \n   \n \n \n \n \n \n \n \n   \n The accompanying notes form an integral part of these Financial Statements. \n Consolidated Statement of Changes in Total Equity \n For the year ended 29 February 2024 \n \n \n \n \n \n \n \n Notes \n \n \n Share \ncapital \n£'000 \n \n \n Share \npremium \n£'000 \n \n \n ESOP reserve \n£'000 \n \n \n Other \nreserves \n£'000 \n \n \n Retained (deficit)/ earnings \n£'000 \n \n \n Total \nequity \n£'000 \n \n \n \n \n At 1 March 2022 \n \n \n   \n \n \n 3,221 \n \n \n 53,030 \n \n \n (6,771) \n \n \n 26,130 \n \n \n (4,119) \n \n \n 71,491 \n \n \n \n \n Profit for the year \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 4,596 \n \n \n 4,596 \n \n \n \n \n Actuarial gain on employee benefits schemes - net of tax \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,361 \n \n \n 2,361 \n \n \n \n \n Foreign exchange differences \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,522 \n \n \n - \n \n \n 2,522 \n \n \n \n \n Cash flow hedges - net of tax \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 291 \n \n \n - \n \n \n 291 \n \n \n \n \n Net investment hedge \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n (124) \n \n \n - \n \n \n (124) \n \n \n \n \n Other comprehensive income \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,689 \n \n \n 2,361 \n \n \n 5,050 \n \n \n \n \n Total comprehensive income \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 2,689 \n \n \n 6,957 \n \n \n 9,646 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners in their capacity as owners: \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Deferred tax income on share awards \n \n \n \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 863 \n \n \n 863 \n \n \n \n \n Dividends \n \n \n 6.2 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n (3,190) \n \n \n (3,190) \n \n \n \n \n Shares issued \n \n \n 6.1 \n \n \n 71 \n \n \n 766 \n \n \n - \n \n \n - \n \n \n - \n \n \n 837 \n \n \n \n \n  Acquisition of own shares \n \n \n   \n \n \n - \n \n \n - \n \n \n (7,963) \n \n \n - \n \n \n - \n \n \n (7,963) \n \n \n \n \n  ESOP shares allocated \n \n \n 6.3 \n \n \n - \n \n \n - \n \n \n 4,127 \n \n \n - \n \n \n (3,650) \n \n \n 477 \n \n \n \n \n  Share-based payments \n \n \n 5.2 \n \n \n - \n \n \n - \n \n \n - \n \n \n - \n \n \n 4,520 \n \n \n 4,520 \n \n \n \n \n \n \n \n   \n \n \n 71 \n \n \n 766 \n \n \n (3,836) \n \n \n - \n \n \n (1,457) \n \n \n (4,456) \n \n \n \n \n At 28 February 2023 \n \n \n \n \n \n 3,292 \n \n \n 53,796 \n \n \n (10,607) \n \n \n 28,819 \n \n \n 1,381 \n \n \n 76,681 \n \n \n \n \n Profit for the year \n \n \n   \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  4,624 \n \n \n  4,624 \n \n \n \n \n Actuarial gain on employee benefits schemes - net of tax \n \n \n   \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  173 \n \n \n  173 \n \n \n \n \n Foreign exchange differences \n \n \n   \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  (1,783) \n \n \n  - \n \n \n  (1,783) \n \n \n \n \n Net investment hedge \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n  249 \n \n \n  - \n \n \n  249 \n \n \n \n \n Cash flow hedges - net of tax \n \n \n   \n \n \n - \n \n \n - \n \n \n - \n \n \n 1,231 \n \n \n - \n \n \n 1,231 \n \n \n \n \n Other comprehensive income \n \n \n   \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n            (303) \n \n \n  173 \n \n \n            (130) \n \n \n \n \n Total comprehensive income \n \n \n   \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n            (303) \n \n \n          4,797 \n \n \n          4,494 \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Transactions with owners in their capacity as owners: \n \n \n   \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Tax on share awards \n \n \n 2.7 \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  (205) \n \n \n  (205) \n \n \n \n \n Dividends \n \n \n 6.2 \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  (2,440) \n \n \n  (2,440) \n \n \n \n \n Capital reduction \n \n \n 6.4 \n \n \n  - \n \n \n  (53,796) \n \n \n  - \n \n \n  (20,151) \n \n \n  73,947 \n \n \n  - \n \n \n \n \n  Acquisition of own shares \n \n \n 6.3 \n \n \n  - \n \n \n  - \n \n \n  (6,125) \n \n \n  - \n \n \n  - \n \n \n  (6,125) \n \n \n \n \n  ESOP shares allocated \n \n \n 6.3 \n \n \n  - \n \n \n  - \n \n \n  9,592 \n \n \n  - \n \n \n  (8,766) \n \n \n  826 \n \n \n \n \n  Cash paid for share-based payments \n \n \n 5.2 \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  (52) \n \n \n  (52) \n \n \n \n \n  Share-based payments \n \n \n 5.2 \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  - \n \n \n  6,442 \n \n \n  6,442 \n \n \n \n \n \n \n \n   \n \n \n  - \n \n \n  (53,796) \n \n \n  3,467 \n \n \n  (20,151) \n \n \n  68,926 \n \n \n  (1,554) \n \n \n \n \n At 29 February 2024 \n \n \n \n \n \n  3,292 \n \n \n  - \n \n \n  (7,140) \n \n \n           8,365 \n \n \n        75,104 \n \n \n        79,621 \n \n \n \n \n The accompanying notes form an integral part of these Financial Statements. \n Notes to the Financial Statements \n General information \n Braemar plc (the \"Company\") is a public company limited by shares incorporated in the United Kingdom under the Companies Act. The Company is registered in England and Wales and its registered address is 1 Strand, Trafalgar Square, London, United Kingdom, WC2N 5HR. The consolidated Financial Statements of the Company as at and for the year ended 29 February 2024 comprise the Company and its subsidiaries (together referred to as the \"Group\") \n 1   Basis of preparation \n 1.1    Basis of preparation and forward-looking statements \n The financial information set out above does not constitute the Group's statutory accounts for the years ended 28 February 2023 or 28 February 2022 but is derived from those accounts.  Statutory accounts for 2023 have been delivered to the registrar of companies, and those for 2024 will be delivered in due course.  The auditor has reported on those accounts; their reports were (i) unqualified; (ii) did not include a reference to any matters to which the auditor drew attention by way of emphasis without qualifying their report; and (iii) did not contain a statement under section 498 (2) or (3) of the Companies Act 2006. \n The financial information included in this preliminary announcement has been prepared in accordance with UK-adopted international accounting standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. The Group expects to distribute full accounts that comply with UK-adopted international accounting standards and with the requirements of the Companies Act 2006.The Financial Statements have been prepared under the historic cost convention except for items measured at fair value as set out in the accounting policies below. \n The consolidated Financial Statements incorporate the Financial Statements of Braemar Plc and all its subsidiaries made up to 28 February each year or 29 February in a leap year. \n Subsidiaries are entities that are controlled by the Group. Control exists when the Group has the rights to variable returns from its involvement with an entity and has the ability to affect those returns through its power over the entity. The results of subsidiaries sold or acquired during the year are included in the accounts up to, or from, the date that control exists. All intercompany balances and transactions have been eliminated in full. \n Certain statements in this Annual Report are forward-looking. Although the Group believes that the expectations reflected in these forward-looking statements are reasonable, it gives no assurance that these expectations will prove to have been correct. These forward-looking statements involve risks and uncertainties, so actual results may differ materially from those expressed or implied by these forward-looking statements. \n The Group Financial Statements are presented in sterling and all values are rounded to the nearest thousand sterling (£'000) except where otherwise indicated. \n New standards, amendments and interpretations effective for the financial year beginning 1 March 2023 \n The following amendments to IFRS Accounting Standards have been applied for the first time by the Group: \n • IFRS 17 \"Insurance Contracts\" (including the June 2020 and December 2021 Amendments to IFRS 17); \n • Amendments to IAS 12 \"Income Taxes\" - Deferred Tax related to Assets and Liabilities arising from a Single Transaction; \n • Amendments to IAS 1 \"Presentation of Financial Statements\" and IFRS Practice Statement 2 \"Making Materiality Judgements - Disclosure of Accounting Policies\"; \n • Amendments to IAS 12 \"Income Taxes - International Tax Reform - Pillar Two Model Rules\"; \n • Amendments to IAS 8 \"Accounting Polices, Changes in Accounting Estimates and Errors - Definition of Accounting Estimates\". \n   \n The Group has adopted the amendments to IAS 1 in the current year. The amendments change the requirements in IAS 1 with regard to disclosure of accounting policies. The amendments replace all instances of the term 'significant accounting policies' with 'material accounting policy information'. Accounting policy information is material if, when considered together with other information included in an entity's financial statements, it can reasonably be expected to influence decisions that the primary users of general purpose financial statements make on the basis of those financial statements. The Group has reviewed the impact of the changes to IAS 1, which has resulted in some immaterial accounting policies being removed and updates to the presentation of the financial statements to aid users in their understanding and navigation. \n   \n The adoption of the above has not had any material impact on the amounts reported or the disclosures in these financial statements. \n   \n New standards, amendments and interpretations issued but not yet effective for the financial year beginning 1 March 2023 and not early adopted \n There are a number of standards, amendments to standards, and interpretations which have been issued by the IASB that are effective in future accounting periods that the Group has decided not to adopt early. \n The following amendments are effective in future periods and have not been early adopted by the Group: \n -      Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (Amendments to IFRS 10 and IAS 28); \n -      Classification of Liabilities as Current or Non-current (Amendments to IAS 1); \n -      Non-current Liabilities with Covenants (Amendments to IAS 1); \n -      Supplier Finance Arrangement (Amendments to IAS 7 and IFRS 7); \n -      Lease Liability in a Sale and Leaseback (Amendments to IFRS 16). \n The adoption of these standards and amendments is not expected to have a material impact on the Financial Statements of the Group in future periods. \n In January 2020, the IASB issued amendments to IAS 1, which clarify the criteria used to determine whether liabilities are classified as current or non-current. These amendments clarify that current or non-current classification is based on whether an entity has a right at the end of the reporting period to defer settlement of the liability for at least 12 months after the reporting period. The amendments also clarify that \"settlement\" includes the transfer of cash, goods, services, or equity instruments unless the obligation to transfer equity instruments arises from a conversion feature classified as an equity instrument separately from the liability component of a compound financial instrument. Following concerns raised by stakeholders, the IASB issued further amendments in October 2022 to specify that only those covenants which an entity must comply with on or before the reporting period should affect classification of the corresponding liability as current or non-current. The October 2022 amendments defer the effective date of the January 2020 amendments by one year in order that both sets of amendments are effective for annual reporting periods beginning on or after 1 January 2024 with earlier application permitted. \n Under the Group's current accounting policy, a financial liability with an equity conversion feature is classified as current or non-current disregarding the impact of the conversion option. The amendments to IAS 1 will result in the equity conversion feature relating to certain of the Group's financial liabilities, impacting the classification of those liabilities. While the Group's assessment of the impact is ongoing, the Group expects that amounts included as non-current in relation to \"Convertible Loan Notes\" will be reclassified to current liabilities. \n 1.2    Going concern \n The Group Financial Statements have been prepared on a going concern basis. In reaching this conclusion regarding the going concern assumption, the directors considered cash flow forecasts to 31 August 2025 which is more than 12 months from the date of issue of these Financial Statements. \n A set of cash flow forecasts (\"the base case\") have been prepared by management to cover the going concern period and reviewed by the directors based on revenue and cost forecasts considered reasonable in the light of work done on budgets for the current year and the current shipping markets. In putting together these forecasts, particular attention was paid to the following factors: \n ·      Expected market demand, the impact on market rates and the Group's forward order book. \n ·      The Group's compliance with sanctions put in place as a result of the conflict in the Ukraine has meant additional work reviewing compliance obligations on a regular basis as the laws have been amended but did not have a material effect on trading in FY24, nor is it expected to have an impact in FY25. \n ·      The level of likely cost inflation, particularly around salaries. \n ·      Geopolitical tensions can cause volatility in shipping markets, but, if anything, that uncertainty can give rise to additional opportunities for the business to support the industry and clients further. There is therefore no expectation that the current global political tensions will have an adverse impact on trading in FY25. \n ·      The impact of climate change is not expected to have any material impact on the business in the short term and indeed could lead to additional opportunities. \n The directors have considered trading performance during the current year and have concluded that none of these factors are currently likely to have a significantly adverse impact on the Group's future cash flows. \n The Group continues to have a strong balance sheet, as at 29 February 2024 the Group held net bank cash of £1.0 million (2023: £6.9 million). As at 30 April 2024 the Group had net bank cash of £8.9 million. \n \n \n \n \n \n \n \n Notes \n \n \n 30 April 2024 \n£m \n \n \n 29 Feb 2024 \n£m \n \n \n 28 Feb 2023 \n£m \n \n \n \n \n Secured revolving credit facilities \n \n \n 4.6 \n \n \n  (23.0) \n \n \n (27.0) \n \n \n (27.8) \n \n \n \n \n Cash \n \n \n 4.5 \n \n \n  31.9 \n \n \n 28.0 \n \n \n 34.7 \n \n \n \n \n Net cash \n \n \n \n \n \n 8.9 \n \n \n 1.0 \n \n \n 6.9 \n \n \n \n \n   \n The Group continued to maintain a revolving credit facility (\"RCF\") with its main bankers, HSBC throughout the year. The RCF is for £30.0 million plus an accordion limit of £10.0 million and has an initial termination date of November 2025 with an option, subject to lender approval, to extend the term of the facility by 24 months. Drawdown of the accordion facility is subject to additional credit approval.  It has an EBITDA leverage covenant of 2.5x and a minimum interest cover of 4x. At 31 May 2023, 31 August 2023, 30 November 2023 and 29 February 2024 the Group met all financial covenant tests. In addition, there is a further requirement to provide HSBC with the Group's audited financial statements within six months of the year-end. Due to the delay in completing the FY23 audited financial statements, the Group obtained waivers for this in advance so there was no breach of this requirement. \n The cash flow forecasts in the base case assessed the ability of the Group to operate both within the banking covenants and the facility headroom, including a number of downside sensitivities on budgeted revenue, including a reverse stress test scenario. The directors consider revenue as the key assumption in the Group's budget. The cost base is largely fixed or made up of discretionary bonuses, which are directly linked to profitability.  Based on two flex scenarios; a revenue decrease of 7.5% and a revenue decrease of 15% from the base case, only very minor mitigations were necessary to meet banking covenants. \n A reverse stress test was also performed to ascertain the point at which the covenants would be breached in respect of the key assumption of budgeted revenue decline. This test indicated that the business, alongside certain mitigating actions which are fully in control of the directors, would be capable of withstanding a reduction of approximately 38% in budgeted revenue from the base case assumptions from March 2024 through to May 2025. In light of current trading, forecasts and the Group's performance over FY24, the directors assessed this downturn in revenue and concluded the likelihood of such a reduction remote, especially in the light of the forward order book of $83m at the end of February 2024 ($38m of which is for the financial year ending February 2025), such that it does not impact the basis of preparation of the Financial Statements and there is no material uncertainty in this regard. \n 1.3    Use of estimates and critical judgements \n The preparation of the Group's Financial Statements requires management to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities, at the reporting date. Estimates and judgements are continually evaluated based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. In the future, actual experience may differ from these estimates and assumptions. Key estimates are those that the Group has made in the process of applying the Group's accounting policies and that have a significant risk of resulting in material adjustments to the carrying amounts of assets and liabilities within the next financial year. Critical judgements are those that the Group makes, apart from those involving estimations, that the directors have made in the process of applying the Group's accounting policies and that have the most significant effect on the amounts recognised in the Financial Statements. \n The following table provides a summary of the Group's key estimates and critical judgements, along with the location of more detailed information relating to those judgements. \n \n \n \n \n Judgement applied to \n \n \n Judgements excluding estimates \n \n \n Estimates \n \n \n Location of further information \n \n \n \n \n Acquisition accounting for business combinations \n \n \n Yes \n \n \n Yes \n \n \n Note 1.4a - Business Combinations \n \n \n \n \n Revenue recognition \n \n \n Yes \n \n \n \n \n \n Note 2a - Revenue Recognition \n \n \n \n \n Classification and recognition of specific items \n \n \n Yes \n \n \n \n \n \n Note 2.2 - Specific items \n \n \n \n \n Impairment of goodwill \n \n \n \n \n \n Yes \n \n \n Note 3.1 - Goodwill \n \n \n \n \n Provision for impairment of trade receivables and contract assets \n \n \n \n \n \n Yes \n \n \n Note 4.2 - Trade and other receivables \n \n \n \n \n Measurement of deferred and contingent consideration receivable \n \n \n \n \n \n Yes \n \n \n Note 4.8 - Deferred and contingent consideration receivable \n \n \n \n \n Recoverability and valuation of defined benefit pension scheme \n \n \n Yes \n \n \n Yes \n \n \n Note 5.1 - Long-term employee benefits \n \n \n \n \n Share option vesting \n \n \n \n \n \n Yes \n \n \n Note 5.2 - Share-based payments \n \n \n \n \n Uncertain commission obligations \n \n \n \n \n \n Yes \n \n \n Note 7.1 - Provisions \n \n \n \n \n   \n Climate ‐ related risks and opportunities \n Management has considered the impact of climate-related risks in respect of impairment of goodwill, recoverability of receivables and the recoverability of deferred tax assets in particular and does not consider that climate ‐ related risks have a material impact on any key judgements, estimates or assumptions in the consolidated Financial Statements. \n   \n In the prior year, climate change was assessed as part of ongoing discussions of key and emerging risks for the Group and the shipping and energy sectors within which it operates. Consideration of the potential short to medium-term impact of the Environment and Climate Change risk resulted in its inclusion as a Group Principal Risk. \n 1.4    Material accounting policies \n The accounting policies applied by the Group in relation to specific transactions and balances are disclosed in the note to which they relate. The following section includes those accounting policies which apply pervasively across the Financial Statements and to avoid repetition are disclosed in this note. \n a)   Business combinations \n \n \n \n \n Key estimate \n Acquisition accounting \n Business combinations are accounted for under the acquisition method, based on the fair values of the consideration paid. Assets and liabilities, with limited exceptions, are measured at their fair value at the acquisition date. The Group estimates the provisional fair values and useful lives of acquired assets and liabilities at the date of acquisition. The valuation of acquired intangibles is subject to estimation of future cash flows and the discount rate applied to them. The valuation of the customer-related intangible assets is determined based on an excess earnings methodology while the valuation of the marketing-related intangible asset is based on a royalty savings method. \n   \n Key judgement \n Assessment of business combinations \n During the prior year, the Group acquired the entity Madrid Shipping Advisors S.L. For a business combination to exist, the Group must obtain control of a business. To be considered a business, an acquired set of activities and assets must include, at a minimum, an input and a substantive process that together significantly contribute to the ability to create outputs. As part of the transaction, no assets were acquired (such as brand, order book, property, plant and equipment), nor were any liabilities assumed. The entity holds the service contracts for key employees and was a newly incorporated company, set up specifically for the acquisition. The Group has made the judgement that the acquisition did not meet the definition of a business combination as the acquired entity did not meet the definition of a business. The transaction was treated as the recruitment of a broker team, which is consistent with the substance of the arrangement. \n \n \n \n \n   \n The acquisition method of accounting is used to account for all business combinations, regardless of whether equity instruments or other assets are acquired. The consideration transferred for the acquisition of a subsidiary comprises the: \n -      fair values of the assets acquired; \n -      liabilities incurred to the former owners of the acquired business; \n -      equity interests issued by the Group; \n -      fair value of any asset or liability resulting from a contingent consideration arrangement; and \n -      fair value of any pre-existing equity interest in the subsidiary. \n Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are, with limited exceptions, measured initially at their fair values at the acquisition date. The Group recognises any non-controlling interest in the acquired entity on an acquisition-by-acquisition basis either at fair value or at the non-controlling interest's proportionate share of the acquired entity's net identifiable assets. \n Acquisition-related costs are expensed as incurred. \n The excess of the consideration transferred; amount of any non-controlling interest in the acquired entity; and acquisition-date fair value of any previous equity interest in the acquired entity over the fair value of the net identifiable assets acquired is recorded as goodwill. If those amounts are less than the fair value of the net identifiable assets of the business acquired, the difference is recognised directly in profit or loss as a gain on purchase. \n Where settlement of any part of cash consideration is deferred, the amounts payable in the future are discounted to their present value as at the date of exchange. The discount rate used is the entity's incremental borrowing rate, being the rate at which a similar borrowing could be obtained from an independent financier under comparable terms and conditions. \n Contingent consideration is classified either as equity or a financial liability. Amounts classified as a financial liability are subsequently remeasured to fair value, with changes in fair value recognised in profit or loss. \n If the business combination is achieved in stages, the acquisition date carrying value of the acquirer's previously held equity interest in the acquiree is remeasured to fair value at the acquisition date. Any gains or losses arising from such remeasurement are recognised in profit or loss. \n Due to the nature of the Group's business, amounts paid or shares issued to sellers are often linked to their continued employment. An assessment is performed to determine whether the amounts are part of the exchange for the acquiree, or should be treated as a transaction separate from the business combination. Transactions that are separate from the business combination are accounted for in accordance the relevant IFRSs which generally results in the amounts being treated as a post-combination remuneration expense. \n b)   Foreign currencies \n Transactions and balances \n Transactions in currencies other than sterling are recorded at the rates of exchange prevailing on the date of the transaction. Foreign exchange gains and losses resulting from the settlement of such transactions and from the translation at year-end exchange rates of monetary assets and liabilities denominated in foreign currency are recognised in the Income Statement. \n In order to hedge its exposure to certain foreign exchange risks, the Group enters into derivative financial instrument contracts, mainly forward foreign currency exchange contracts which are designated as cash flow hedges (see Note 4.4). For a qualifying hedge relationship, the fair value gain or loss on the hedging instrument is recognised as part of revenue when the underlying transaction is recognised in accordance with the Group's revenue recognition policy. \n Translation to presentation currency \n The presentational currency of the Group is sterling. Assets and liabilities of overseas subsidiaries, branches and associates are translated from their functional currency into sterling at the exchange rates ruling at the Balance Sheet date. Trading results are translated at the average rates for the period. Exchange differences arising on the consolidation of the net assets of overseas subsidiaries are recognised through other comprehensive income in the foreign currency translation reserve (see Note 6.4). \n On disposal of a business, the cumulative exchange differences previously recognised in the foreign currency translation reserve relating to that business are transferred to the Income Statement as part of the gain or loss on disposal. The Group finances overseas investments partly through the use of foreign currency borrowings in order to provide a net investment hedge over the foreign currency risk that arises on translation of its foreign currency subsidiaries. For effective hedge relationships, the gain or loss on the hedging instrument is recognised in equity through other comprehensive income. \n c)   Impairment \n The carrying amount of the Group's assets, other than financial assets within the scope of IFRS 9 and deferred tax assets, are reviewed for impairment as described below. If any indication of impairment exists, the asset's recoverable amount is estimated. The recoverable amount is determined based on the higher of value-in-use calculations and fair value less costs to sell, which requires the use of estimates. An impairment loss is recognised in the Income Statement whenever the carrying amount of the assets exceeds its recoverable amount. \n Goodwill is reviewed for impairment at least annually. Impairments are recognised immediately in the Income Statement. Goodwill is allocated to cash-generating units for the purposes of impairment testing. \n The carrying value of intangible assets with a finite life is reviewed for impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable.  The carrying values of other intangible assets are reviewed for impairment at least annually or when there is an indication that they may be impaired. \n Right-of-use assets are reviewed for impairment to account for any loss when events or changes in circumstances indicate the carrying value may not be fully recoverable. \n Where there is objective evidence that the investment in an associate has been impaired, the carrying amount of the investment is tested for impairment in the same way as other non-financial assets. \n Where an impairment loss subsequently reverses, the carrying amount of the assets, with the exception of goodwill, is increased to the revised estimate of its recoverable amount. This cannot exceed the carrying amount prior to the impairment charge. An impairment recognised in the Income Statement in respect of goodwill is not subsequently reversed. \n d)   Contingent assets \n Contingent assets are not recognised but are disclosed where an inflow of economic benefits is probable. \n 2   Performance-related information \n Revenue recognition \n \n \n \n \n Key judgement \n Revenue recognition \n IFRS 15 \"Revenue from Contracts with Customers\" requires judgement to determine whether revenue is recognised at a \"point in time\" or \"over time\" as well as determining the transfer of control for when performance obligations are satisfied. \n For Chartering, in relation to single voyages, the Group has defined the performance obligation to be satisfied at the point in time where the negotiated contract between counterparties has been successfully completed, being the discharge of cargoes, and therefore revenue is recognised at this point in time. This is a critical judgement since revenue recognition would differ if the performance obligations were deemed to be satisfied over a time period, or at a different point in time. For time charters, the performance obligation is to provide operational support and act on behalf of the principal over the course of hire. As a result, the Group believes the performance obligation is satisfied over the period of hire and revenue is recognised accordingly. \n \n \n \n \n   \n Revenue is recognised in accordance with satisfaction of performance obligations. Revenue of the Group consists of: \n   \n i)      Chartering desks - The Group acts as a broker for several types of shipping transactions, each of which gives rise to an entitlement to commission: \n Deep Sea Tankers, Specialised Tankers and Gas, Dry Cargo and Offshore: \n -    for single voyage chartering, the contractual terms are governed by a standard charterparty contract in which the broker's performance obligation is satisfied when the cargo has been discharged according to the contractual terms; and \n -    for time charters, the commission is specified in the hire agreement and the performance obligation is spread over the term of the charter at specified intervals in accordance with the charter party terms. \n ii)     Risk Advisory desks  \n Securities: \n -    for income derived from commodity broking, the commission is recognised when a binding contractual arrangement is entered into between the two parties, at which point, the Group has fulfilled its performance obligation. \n iii)    Investment Advisory  \n Financial: \n -    income comprises retainer fees and success fees generated by corporate finance-related activities. Revenue is recognised in accordance with the terms agreed in individual client terms of engagement. Recurring monthly retainers allow customers to benefit from services when required, and as such, are generally recognised in the month of invoice. Success fees are recognised at the point when the performance obligations of the particular engagement are fulfilled. \n Sale and Purchase: \n -    in the case of second-hand sale and purchase contracts, the broker's performance obligation is satisfied when the principals in the transaction complete on the sale/purchase and the title of the vessel passes from the seller to the buyer; \n -    with regard to newbuilding contracts, the commission is recognised when contractual stage payments are made by the purchaser of a vessel to a shipyard which in turn reflects the performance of services over the life of the contract; and \n -    for income derived from providing ship and fleet valuations, the Group recognises income when a valuation certificate is provided to the client and the service is invoiced. \n Dividend income from investments is recognised when the right to receive payment is established. \n \n 2.1    Business segments \n 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. \n The table below shows the make-up of the Groups segments by underlying component. \n \n \n \n \n   \n \n \n   \n \n \n \n \n Segment \n \n \n Chartering \n \n \n \n \n Component \n \n \n Deep Sea Tankers \n Specialised Tankers \n Offshore \n Dry Cargo \n \n \n \n \n Segment \n \n \n Investment Advisory \n \n \n \n \n Component \n \n \n Corporate Finance \n Sale and Purchase \n \n \n \n \n Segment \n \n \n Risk Advisory \n \n \n \n \n Component \n \n \n Securities \n \n \n \n \n   \n 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.  \n 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. \n 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. \n 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. \n The segmental information provided to the board for reportable segments for the year ended 29 February 2024 is as follows: \n \n \n \n \n \n \n \n \n Revenue \n \n \n \n \n Operating profit \n \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Chartering \n \n \n       103,945 \n \n \n 99,164 \n \n \n         13,630 \n \n \n 15,577 \n \n \n \n \n Investment Advisory \n \n \n         25,696 \n \n \n 36,760 \n \n \n          3,872 \n \n \n 7,740 \n \n \n \n \n Risk Advisory \n \n \n         23,110 \n \n \n 16,987 \n \n \n          4,086 \n \n \n 2,971 \n \n \n \n \n Trading segments revenue/results \n \n \n       152,751 \n \n \n 152,911 \n \n \n         21,588 \n \n \n 26,288 \n \n \n \n \n Central costs \n \n \n \n \n \n \n \n \n         (5,040 ) \n \n \n (6,213) \n \n \n \n \n Underlying operating profit \n \n \n \n \n \n \n \n \n         16,548 \n \n \n 20,075 \n \n \n \n \n Specific items included in operating profit \n \n \n \n \n \n \n \n \n         (7,504) \n \n \n (8,406) \n \n \n \n \n Operating profit \n \n \n \n \n \n \n \n \n           9,044 \n \n \n 11,669 \n \n \n \n \n Share of associate's profit/(loss) for the year \n \n \n \n \n \n \n \n \n                12 \n \n \n (23) \n \n \n \n \n Net finance expense \n \n \n \n \n \n \n \n \n         (1,533) \n \n \n (2,195) \n \n \n \n \n Profit before taxation \n \n \n \n \n \n \n \n \n           7,523 \n \n \n 9,451 \n \n \n \n \n   \n Geographical segment - by origin \n The Group manages its business segments on a global basis. The operation's main geographical area and also the home country of the Company is the United Kingdom. \n Geographical information determined by location of customers is set out below: \n \n \n \n \n \n \n \n \n Revenue \n \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n United Kingdom \n \n \n         81,088 \n \n \n 80,353 \n \n \n \n \n Singapore \n \n \n         19,885 \n \n \n 26,674 \n \n \n \n \n Australia \n \n \n          9,556 \n \n \n 16,599 \n \n \n \n \n Switzerland \n \n \n          5,863 \n \n \n 11,112 \n \n \n \n \n United States \n \n \n         20,479 \n \n \n 6,255 \n \n \n \n \n Germany \n \n \n          1,287 \n \n \n 2,951 \n \n \n \n \n Rest of the World \n \n \n         14,593 \n \n \n 8,967 \n \n \n \n \n Total \n \n \n       152,751 \n \n \n 152,911 \n \n \n \n \n   \n Revenue analysis \n The Group disaggregates revenue in line with the segmental information presented above and also by desk. Revenue analysed by desk is provided below. \n \n \n \n \n \n \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Tankers \n \n \n \n \n \n \n \n \n         54,656 \n \n \n 41,602 \n \n \n \n \n Specialised Tankers \n \n \n \n \n \n \n \n \n         19,239 \n \n \n 16,240 \n \n \n \n \n Dry Cargo \n \n \n \n \n \n \n \n \n         22,139 \n \n \n 35,821 \n \n \n \n \n Offshore \n \n \n \n \n \n \n \n \n          7,911 \n \n \n 5,501 \n \n \n \n \n Chartering total \n \n \n   \n \n \n   \n \n \n       103,945 \n \n \n 99,164 \n \n \n \n \n Sales and purchase \n \n \n \n \n \n \n \n \n         23,543 \n \n \n 32,060 \n \n \n \n \n Corporate finance \n \n \n \n \n \n \n \n \n          2,153 \n \n \n 4,700 \n \n \n \n \n Investment Advisory total \n \n \n   \n \n \n   \n \n \n         25,696 \n \n \n 36,760 \n \n \n \n \n Securities \n \n \n \n \n \n \n \n \n         23,110 \n \n \n 16,987 \n \n \n \n \n Risk Advisory total \n \n \n   \n \n \n   \n \n \n         23,110 \n \n \n 16,987 \n \n \n \n \n Total continuing operations \n \n \n \n \n \n \n \n \n       152,751 \n \n \n 152,911 \n \n \n \n \n   \n All revenue arises from the rendering of services. There is no single customer that contributes greater than 10% of the Group's revenue. \n Remaining performance obligations \n The Group enters into some contracts which are for a duration longer than twelve months and where the Group has outstanding performance obligations on which revenue has not yet been recognised at the Balance Sheet date. The amount of revenue that will be recognised in future periods on these contracts when those remaining performance obligations are satisfied is set out below: \n Forward order book \n \n \n \n \n 202 4 \n \n \n Within \n12 months \n£'000 \n \n \n 1-2 years £'000 \n \n \n More than \n2 years \n£'000 \n \n \n Total \n£'000 \n \n \n \n \n Chartering \n \n \n         18,686 \n \n \n          4,904 \n \n \n          8,925 \n \n \n         32,515 \n \n \n \n \n Sale and purchase \n \n \n         11,562 \n \n \n          9,567 \n \n \n         11,683 \n \n \n         32,812 \n \n \n \n \n Total \n \n \n         30,248 \n \n \n         14,471 \n \n \n         20,608 \n \n \n         65,327 \n \n \n \n \n   \n \n \n \n \n 2023 \n \n \n Within \n12 months \n£'000 \n \n \n 1-2 years \n£'000 \n \n \n More than \n2 years \n£'000 \n \n \n Total \n£'000 \n \n \n \n \n Chartering \n \n \n 19,209 \n \n \n 3,040 \n \n \n 9,860 \n \n \n 32,109 \n \n \n \n \n Sale and purchase \n \n \n 3,332 \n \n \n 4,988 \n \n \n 6,168 \n \n \n 14,488 \n \n \n \n \n Total \n \n \n 22,541 \n \n \n 8,028 \n \n \n 16,028 \n \n \n 46,597 \n \n \n \n \n   \n 2.2    Specific items \n Specific items are significant items considered material in size or nature (including acquisition and disposal-related gains and losses) as well as items which are not considered to be part of the trading performance of the business in the current year. These are disclosed separately to enable a full understanding of the Group's ongoing financial performance, but may not be comparable with disclosures provided by other companies. The Group's adjusted performance measures are reviewed by the Group's Chief Operating Decision Maker and are used as the basis to determine the discretionary bonus pools and measure earnings per share performance related to targets for awards under the Group's Long Term Incentive Plan. \n \n \n \n \n Key judgement \n   \n Classification and recognition of specific items \n 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. \n The Group excludes specific items from its underlying earnings measures. Management judgement is required as to what items qualify for this classification. There can also be judgement as to the point at which costs should be recognised and the amount to record to ensure that the understanding of the underlying performance is not distorted. Further details of the Group's specific items are included in the note below. \n   \n \n \n \n \n   \n   \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Other operating income: \n \n \n \n \n \n \n \n \n \n \n - Gain on purchase of Southport \n \n \n - \n \n \n 3,643 \n \n \n \n \n - Gain on revaluation of Cory contingent consideration receivable \n \n \n 83 \n \n \n 203 \n \n \n \n \n \n \n \n 83 \n \n \n 3,846 \n \n \n \n \n Operating costs: \n \n \n \n \n \n \n \n \n \n \n - Commission obligation \n \n \n - \n \n \n (257) \n \n \n \n \n - Investigation costs \n \n \n (2,616) \n \n \n - \n \n \n \n \n - Board change costs \n \n \n (190) \n \n \n - \n \n \n \n \n - Unlawful dividend rectification \n \n \n (229) \n \n \n - \n \n \n \n \n - Impairment of financial assets \n \n \n - \n \n \n (848) \n \n \n \n \n - Impairment of goodwill \n \n \n - \n \n \n (9,050) \n \n \n \n \n - Other operating costs \n \n \n (147) \n \n \n (98) \n \n \n \n \n   \n \n \n ( 3,182) \n \n \n (10,253) \n \n \n \n \n Acquisition-related items: \n \n \n \n \n \n \n \n \n \n \n - Consideration treated as an employment expense \n \n \n ( 3,580) \n \n \n (1,325) \n \n \n \n \n - Madrid post-contractual obligation \n \n \n ( 376) \n \n \n (264) \n \n \n \n \n - Acquisition of Naves Corporate Finance GmbH \n \n \n - \n \n \n (60) \n \n \n \n \n - Amortisation of acquired intangible assets \n \n \n ( 449) \n \n \n (350) \n \n \n \n \n \n \n \n ( 4,405) \n \n \n (1,999) \n \n \n \n \n Other items: \n \n \n \n \n \n \n \n \n \n \n - Finance income - Cory Brothers earnout deferred consideration receivable \n \n \n 86 \n \n \n 83 \n \n \n \n \n - Finance income/(expense) - foreign exchange and derivative gain/(loss) on Naves liability \n \n \n 333 \n \n \n (266) \n \n \n \n \n \n \n \n 419 \n \n \n (183) \n \n \n \n \n \n \n \n   \n \n \n \n \n \n \n \n Total \n \n \n (7,085) \n \n \n (8,589) \n \n \n \n \n   \n Other operating income \n A gain on purchase in relation to the acquisition of Southport was recognised in the prior year. The Group does not consider this gain to reflect the performance of the business in the year, and so is treated as a specific item.   \n Revaluation of the contingent receivable due in respect of the Cory Brothers disposal resulted in a gain of £0.1 million (2023: £0.2 million). See Note 4.9 for further details. \n The tax charge on specific items included within other operating income was £nil (2023: £nil). \n Operating costs \n   \n Investigation costs \n During the preparation of the 2023 Annual Report, the board instigated an investigation into a transaction which originated in 2013 and involved payments being made through to 2017. The investigation engaged multiple external specialist firms and resulted in a significant cost to the business of £2.6 million in the year to 29 February 2024 which the Group does not consider reflects the trading of the business in the year and as a result is treated as a specific item. No significant further costs are expected in FY25. \n   \n Board change costs \n The Group appointed a new Chief Financial Officer with effect from 1 August 2023 to replace Nick Stone who left on 31 July 2023. The recruitment costs incurred of £0.2 million are not considered part of the trading performance of the business and so are treated as specific items. \n   \n Unlawful dividend rectification \n Following the identification of the payment of historic unlawful dividends, the Group incurred costs of £0.2 million in relation to their rectification, which are not expected to recur, are not considered part of the trading performance of the business and so are treated as specific items. \n   \n Commission obligation \n In the prior year, as set out in Note 7.1 Provisions, the Group recognised a provision in relation to an uncertain commission obligation. During the prior year, an amount of £0.3 m illion was recognised to increase the provision. Due to the nature of the provision being an historical transaction and not related to current trading, the Group treated the cost as a specific item. \n   \n Impairment of financial asset \n In the prior year, an impairment charge of £0.8 m illion was recognised in relation to a disputed staff loan with an ex-employee of our Indian operations. Since no significant progress had been made with the ongoing legal case it is now the opinion of the directors that recovery of this debt is unlikely. Due to the size of the impairment and the fact that the original debt arose several years previously and is not related to trading, this impairment charge is not deemed to relate to the performance of the business and as such was treated as a specific item. \n   \n Impairment of goodwill \n In the prior year, an impairment of goodwill of £9.1 m illion was recognised in relation to the goodwill allocated to the Corporate Finance business. The Group does not believe that this impairment reflected the performance of the business during the year, and as such, was treated as a specific item. \n   \n Other operating costs \n In the current year, operating costs includes the fair value loss on the revaluation of the Group's investment in London Tanker Brokers Panel. Consistent with the previous revaluation gain being included as a specific item, the Group has treated the current year loss as a specific item as it does not relate to the trading performance of the business in the year. In the prior year, the final transaction costs of £0.1 m illion related to disposals in the preceding year were received.  \n The tax income on specific items included within operating costs was £0.7 million (2023: £0.1million) \n Acquisition-related items \n   \n Consideration treated as an employment expense \n Following the acquisition of Southport Maritime Inc. in December 2022, due to the requirement for ongoing employee service, the upfront cash payment of £6.0 million and IFRS 2 charge related to share awards made to the sellers and existing employees of Southport are treated as a post-combination remuneration expense. The total expense for the year related to amounts linked to ongoing employee service in connection with the acquisition of Southport was £3.6 million (2022: £1.3 million). The period of required employee service is three years from the acquisition date. \n   \n Madrid post-contractual obligation \n 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: \n -       The Group assumed a liability of £0.3 million for a post-contractual payment to the employees, which was fully vested on signing the contracts. \n -       An upfront cash payment of £1.3 million with a further payment of £1.3 million made in December 2023. \n -       Share awards to a total value of £1.1 million which vest evenly in one, two and three years from December 2022 \n 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 as they relate to the recruitment of brokers and not a business combination, but are disclosed as acquisition-related expenditure given their size and will be 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 it is akin to a transaction cost with no requirement to provide service. The Group recognised a cost of £0.4 million during the year in relation to this obligation (2023: £0.3 million). \n Acquisition of Naves Corporate Finance GmbH \n In the prior year, the Group incurred total costs of £0.1 million in relation to employment costs due to the management sellers conditional on their ongoing service to the Group. As the service condition was satisfied in the prior year there is no further employment cost to be recognised. \n Amortisation of acquired intangible assets \n An amount of £0.4 m illion (2022: £0.4 million) relates to the amortisation of acquired intangible assets, primarily in relation to intangible assets recognised as a result of the acquisition of Southport Inc. \n The tax income on acquisition-related items was £0.1 million (2023: £0.1 million). The tax effect of expenses not deductible for tax was £1 million. \n Other specific items \n   \n Cory brothers earnout deferred consideration receivable \n The unwinding of the discounting of the deferred receivable due in respect of the Cory Brothers disposal contributed interest income of £0.1 m illion (2023: £0.1m). See Note 4.9 for further information. This income is not related to the trading of the business in the period but is related to the disposal of the logistics business in a prior year. As a result, it is treated as specific item. \n Foreign exchange and derivative movement on Naves liability \n The foreign exchange gain and fair value gain on the Naves-related liabilities and derivative of £0.3 m illion (2023: £0.3 million loss) is included as a specific item as it relates to the acquisition of Naves and is not related to trading.  \n The tax charge on specific items included within other items was £nil (2023: £0.2 million). The tax effect of income not taxable was £0.2 million. \n 2.3    Operating profit from continuing operations \n Operating profit represents the results from operations before finance income and costs, share of profit/(loss) in associate and taxation. \n This is stated after charging/(crediting): \n \n \n \n \n \n \n \n Notes \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Staff costs \n \n \n 2.4 \n \n \n       109,557 \n \n \n 110,166 \n \n \n \n \n Other staff costs - acquisition related \n \n \n 2.4 \n \n \n 3,239 \n \n \n 1,470 \n \n \n \n \n Depreciation of property, plant and equipment \n \n \n 3.5 \n \n \n           3,127 \n \n \n 2,823 \n \n \n \n \n Amortisation of computer software intangible assets \n \n \n 3.2 \n \n \n              229 \n \n \n 192 \n \n \n \n \n Bad debt charge \n \n \n 4.2 \n \n \n              697 \n \n \n 238 \n \n \n \n \n Auditor's remuneration \n \n \n 2.6 \n \n \n           1,794 \n \n \n 1,354 \n \n \n \n \n Other professional costs \n \n \n   \n \n \n           5,627 \n \n \n 3,410 \n \n \n \n \n Office costs \n \n \n   \n \n \n           2,145 \n \n \n 1,595 \n \n \n \n \n IT and communication costs \n \n \n   \n \n \n           4,175 \n \n \n 3,264 \n \n \n \n \n Insurance \n \n \n   \n \n \n           1,083 \n \n \n 1,069 \n \n \n \n \n Net foreign exchange losses/( gains) \n \n \n   \n \n \n           1,118 \n \n \n (1,465) \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n   \n 2.4    Staff costs \n a)     Staff costs for the Group during the year (including directors) \n \n \n \n \n   \n \n \n Note \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Salaries, wages and short-term employee benefits \n \n \n \n \n \n 97,441 \n \n \n 100,039 \n \n \n \n \n Other staff costs - acquisition related 1 \n \n \n 2.2 \n \n \n 3,239 \n \n \n 1,470 \n \n \n \n \n Other pension costs \n \n \n 5.1 \n \n \n 2,247 \n \n \n 1,811 \n \n \n \n \n Social security costs \n \n \n \n \n \n 3,427 \n \n \n 3,796 \n \n \n \n \n Share-based payments \n \n \n 6.3 \n \n \n           6,442 \n \n \n 4,520 \n \n \n \n \n Total \n \n \n \n \n \n       112,796 \n \n \n 111,636 \n \n \n \n \n 1 The acquisition related staff costs relate to upfront cash payments made in connection with the acquisition of Southport Maritime Inc. and the upfront payments made on the acquisition of Madrid Shipping Advisors SL, which are both treated as a remuneration expense. For further details on the upfront payments, see Note 2.2. The numbers above include remuneration and pension entitlements for each director. \n b)    Average number of employees \n \n \n \n \n \n \n \n 2024 \nnumber \n \n \n 2023 \nnumber \n \n \n \n \n Chartering \n \n \n 266 \n \n \n 253 \n \n \n \n \n Risk Advisory \n \n \n 31 \n \n \n 32 \n \n \n \n \n Investment Advisory \n \n \n 4 9 \n \n \n 63 \n \n \n \n \n Central \n \n \n 63 \n \n \n 36 \n \n \n \n \n Total \n \n \n 409 \n \n \n 384 \n \n \n \n \n   \n c)     Key management compensation \n The remuneration of key management, which the Group considers to be the directors, is set out below. \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Salaries, short-term employee benefits and fees \n \n \n 4,954 \n \n \n 5,879 \n \n \n \n \n Other pension costs \n \n \n 85 \n \n \n 52 \n \n \n \n \n Termination benefits \n \n \n 131 \n \n \n - \n \n \n \n \n Share-based payments \n \n \n 548 \n \n \n 1,226 \n \n \n \n \n Total \n \n \n 5,718 \n \n \n 7,157 \n \n \n \n \n   \n Pension costs relate to contributions made to a defined contribution pension scheme on behalf of four (2023: three) members of key management. \n 2.5    Finance income and costs \n The tables below provide a breakdown of the key components of finance income and finance costs. \n \n \n \n \n \n \n \n Note \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Finance income: \n \n \n \n \n \n \n \n \n \n \n \n \n \n - Interest on bank deposits \n \n \n 4.5 \n \n \n              464 \n \n \n 84 \n \n \n \n \n - Interest on lease receivables \n \n \n 3.6 \n \n \n                16 \n \n \n 35 \n \n \n \n \n - Interest income on the net defined benefit asset \n \n \n 5.1 \n \n \n           85 \n \n \n - \n \n \n \n \n - Gain on derivative instruments not eligible for hedge accounting \n \n \n 4.4 \n \n \n              273 \n \n \n - \n \n \n \n \n - Foreign exchange gain on non-GBP denominated credit facilities \n \n \n 4.6 \n \n \n                33 \n \n \n - \n \n \n \n \n - Gain on Naves related derivative instruments and liability \n \n \n 4.7 \n \n \n              333 \n \n \n - \n \n \n \n \n - Interest on of Cory earnout deferred consideration receivable \n \n \n 4.4 \n \n \n                86 \n \n \n 83 \n \n \n \n \n Total finance income \n \n \n   \n \n \n           1,290 \n \n \n 202 \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n \n Finance costs: \n \n \n \n \n \n \n \n \n \n \n \n \n \n - Interest payable on revolving credit and overdraft facilities \n \n \n 4. 6 \n \n \n         (2,407) \n \n \n (1,151) \n \n \n \n \n - Interest payable on defined benefit liability \n \n \n 5.1 \n \n \n                   - \n \n \n (54) \n \n \n \n \n - Loss on derivative instruments not eligible for hedge accounting \n \n \n 4.4 \n \n \n                   - \n \n \n (292) \n \n \n \n \n - Foreign exchange loss on non-GBP denominated credit facilities \n \n \n 4.6 \n \n \n                   - \n \n \n (49) \n \n \n \n \n - Loss on Naves related derivative instruments and foreign exchange loss on liability \n \n \n 4.7 \n \n \n                   - \n \n \n (250) \n \n \n \n \n - Interest payable on convertible loan notes \n \n \n 4.7 \n \n \n            (227) \n \n \n (426) \n \n \n \n \n Subtotal finance costs before interest on lease liabilities \n \n \n \n \n \n         (2,634 ) \n \n \n (2,222) \n \n \n \n \n - Interest on lease liabilities \n \n \n 3.6 \n \n \n            (189 ) \n \n \n (175) \n \n \n \n \n Total finance costs \n \n \n   \n \n \n         (2,823 ) \n \n \n (2,397) \n \n \n \n \n Finance costs - net \n \n \n   \n \n \n         (1,533 ) \n \n \n (2,195) \n \n \n \n \n     \n 2.6    Auditor's remuneration \n A more detailed analysis of the auditor's services is provided below: \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Audit services: \n \n \n \n \n \n \n \n \n \n \n - Fees payable to the Company's auditor for the audit of the Company's Financial Statements \n \n \n 625 \n \n \n 740 \n \n \n \n \n Fees payable to the Group's auditor and its associates for other services: \n \n \n \n \n \n \n \n \n \n \n - The audit of the Group's subsidiaries pursuant to legislation \n \n \n 1 ,029 \n \n \n 457 \n \n \n \n \n - Other services - interim review and reporting accountant services \n \n \n 140 \n \n \n 157 \n \n \n \n \n \n \n \n 1, 794 \n \n \n 1,354 \n \n \n \n \n   \n All fees paid to the auditor were charged to operating profit in both years. Included in the FY24 audit fees disclosed above is an amount of £0.4 million in relation to incremental audit cost related to the investigation work undertaken. See Note 2.2 for further detail. \n 2.7    Taxation \n The taxation expense represents the sum of the current and deferred tax. \n Tax currently payable is based on taxable profit for the year. Taxable profit differs from profit as reported in the Income Statement because it excludes items of income and expense that are taxable or deductible in other years and it further excludes items that are never taxable or deductible. The Group and Company's liability for current tax is calculated using rates that have been enacted or substantively enacted by the Balance Sheet date. \n Deferred income tax is provided in full, using the liability method, on temporary differences arising between the tax bases of assets and liabilities and their carrying amounts in the consolidated Financial Statements. However, deferred tax liabilities are not recognised if they arise from the initial recognition of goodwill. Deferred income tax is also not accounted for if it arises from the initial recognition of an asset or liability in a transaction other than a business combination that, at the time of the transaction, affects neither accounting nor taxable profit or loss and does not give rise to equal taxable and deductible temporary differences. Deferred income tax is determined using tax rates (and laws) that have been enacted or substantively enacted by the end of the reporting period and are expected to apply when the related deferred income tax asset is realised, or the deferred income tax liability is settled. Deferred tax assets and liabilities are offset where there is a legally enforceable right to offset current tax assets and liabilities and where the deferred tax balances relate to the same taxation authority. Current tax assets and tax liabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously. \n Current and deferred tax are recognised in the Income Statement, except to the extent that it relates to items recognised in other comprehensive income or directly in equity. In this case, the tax is also recognised in other comprehensive income or directly in equity, respectively. \n   \n a)   Analysis of charge in year \n \n \n \n \n \n \n \n 2024 \n£'000 \n \n \n 2023 \n£'000 \n \n \n \n \n Current tax \n \n \n \n \n \n \n \n \n \n \n UK corporation tax charged to the Income Statement \n \n \n 1,015 \n \n \n 1,194 \n \n \n \n \n UK adjustment in respect of previous years \n \n \n (340) \n \n \n - \n \n \n \n \n Overseas ta...

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