Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place...

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Braemar Seascope Group plc Annual Report 2007

Transcript of Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place...

Page 1: Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place #21-04 Singapore Land Tower Singapore 048623 Tel: +65 6533 0198 Fax: +65 6536 9381

Braemar Seascope Group plc Annual Repor t 2007

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Page 2: Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place #21-04 Singapore Land Tower Singapore 048623 Tel: +65 6533 0198 Fax: +65 6536 9381

Braemar Seascope is a leading integrated provider of broking and consultancy services to the shipping industry. Headquartered in London, it also has offices in Australia, China, India, Brazil and Singapore.

Cory Brothers is a leading UK shipping agent with a fast growing freight forwarding and logistics business.

Wavespec is a worldwide market leader in the marine technical supervision of LNG and other vessel construction.

DV Howells is a leading UK pollution response and environmental services provider.

www.braemarseascope.com

Shipping services on a global scale

1 Financial highlights2 Overview of the business3 Chairman’s statement4 Chief Executive’s review of the business10 Board of directors12 Report of the directors15 Corporate governance18 Remuneration report22 Independent auditors’ report

23 Consolidated income statement23 Statement of recognised income and expenses24 Balance sheet25 Cash flow statement26 Notes to the accounts50 Five year financial summary52 Shareholder information53 Offices and contacts

Contents

Braemar Seascope Group plc – offices and contacts

Designed and produced by Loewy Group +44 (0)20 7798 2000

Braemar Seascope Limited35 Cosway Street, London NW1 5BTTel: +44 (0)20 7535 2650www.braemarseascope.comBraemar Seascope Group plc company number: 2286034

Sale and PurchaseTel: +44 (0)20 7535 2600Fax: +44 (0)20 7535 2601Email: [email protected]

Offshore – AberdeenTel: +44 (0)1224 628 470 Fax: +44 (0)1224 621 444 Email: [email protected]

Gas CharteringTel: +44 (0)20 7535 2616Fax: +44 (0)20 7535 2646Email: [email protected]

Dry Cargo CharteringTel: +44 (0)20 7535 2666Fax: +44 (0)20 7535 2667Email: [email protected]

Crude Tanker CharteringTel: +44 (0)20 7535 2626Fax: +44 (0)20 7535 2627Email: [email protected]

Chemical CharteringTel: +44 (0)20 7535 2656Fax: +44 (0)20 7535 2646Email: [email protected]

Container CharteringTel: +44 (0)20 7535 2867Fax: +44 (0)20 7535 2601Email: [email protected]

Large Product CharteringTel: +44 (0)20 7535 2630Fax: +44 (0)20 7535 2663Email:[email protected]

Research Tel: +44 (0)20 7535 2699 Fax: +44 (0)20 7535 2601 E-mail: [email protected]

Offshore – LondonTel: +44 (0)20 7903 2700Fax: +44 (0)20 7903 2701Email: [email protected]

Small Product CharteringTel: +44 (0)20 7535 2662Fax: +44 (0)20 7535 2646Email: [email protected]

Overseas

BeijingRoom 1909-1902, Building BWinterless CenterNo. 1 Xidawang RoadChaoyang DistrictBeijingChinaTel: +86 10 6538 8989Fax: +86 10 6538 8986E-mail: [email protected]

Singapore50 Raffles Place #21-04Singapore Land TowerSingapore 048623Tel: +65 6533 0198Fax: +65 6536 9381Email: [email protected]

ShanghaiShanghai Representative Office317, The Bund 12Zhong Shan Dong Yi RoadShanghai 200002ChinaTel: +86 21 6321 2233Fax: +86 21 6321 2244E-mail: [email protected]

Melbourne424 St. Kilda RoadMelbourneVictoria 3004AustraliaTel: +61 3 9867 2177Fax: +61 3 9867 5962Email: [email protected]

PerthUnit 4, Churchill Court353 Hay StreetSubiaco, PerthWA 6008AustraliaTel: +61 8 9388 0536Fax: +61 8 9388 0536Email: [email protected]

Braemar Seascope India PVT LimitedA-13 Defence ColonyNew Delhi 110 024IndiaTel: +91 11 4155 2501Fax: +91 11 4155 2505Email: [email protected]

Braemar Quincannon ShanghaiTel: +86 21 6329 0939Fax: +86 21 6321 2244Email: [email protected]

Braemar Quincannon SingaporeTel: +65 6533 0069Fax: +65 6536 3459Email: [email protected]

Agency, forwarding and logistics

Cory Brothers Shipping Agency LimitedCory House, 21 BerthTilbury Dock Essex RM18 5JTTel: +44 (0)1375 843 461 Fax: +44 (0)1375 840 743

Cory LogisticsPD House, Parker AvenueFelixstowe Suffolk IP11 4RPTel: +44 (0)1394 674 822 Fax: +44 (0)1394 673 740www.cory.co.uk

DV Howells LimitedThe MPSC Milford Haven Pembrokeshire SA73 3QATel: +44 (0)1646 366 340 Fax: +44 (0)1646 696 343

Wavespec LimitedFullbridge MillFullbridgeMaldonEssex CM9 4LETel: +44 (0)1621 840 447Fax +44 (0)1621 840 457E-mail: [email protected]: www.wavespec.comCory also has offices at Grangemouth, Leith, Invergordon, Newcastle,

Middlesborough, Hull, Immingham, Ipswich, Isle of Grain, Sheerness, Southampton, Bristol, Newport, Milford Haven, Liverpool and Rugby.

Environmental services Technical support services

DV Howells also has offices at Falmouth, Bristol, Gatwick, Harlow, Didcot, Huddersfield, Rotherham and Perth

Braemar Seascope Group plc Annual Report 2007 5�

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Braemar Seascope Group plc Annual Report 2007 �

• Adjusted pre-tax profits £11.0m (2006: £10.3m)*• Pre-tax profit £10.1m (2006: £10.3m)• Adjusted EPS 37.11p (2006: 37.03p)*• Basic EPS 32.29p (2006: 37.03p)• Forward book at record level with US$30m deliverable this year• Net cash £14.6m (2006: £13.6m)• Final dividend 12.25p per share (up 6.5%), full year 19.0p (2006: 18.0p) up 5.6% *Adjusted profits and earnings are adjusted to exclude an impairment charge taken at the half year.

Financial highlights results for the year ended 28 February 2007

Dividends penceAdjusted profit before tax £m*

Employee numbers

2003-4 under UK GAAP and 2005-7 under IFRS

*Adjusted profit before tax and earnings per share is shown before impairment charges in 2005 and 2007. See page 8.

2003 2004 2005 2006 2007

10.3

6

20.1

6

29.5

0

37.0

3

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.0

16.0

18.0 19

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413

2003 2004 2005 2006 20072003 2004 2005 2006 2007 2003 2004 2005 2006 2007

328

Adjusted earnings per share pence*

Page 4: Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place #21-04 Singapore Land Tower Singapore 048623 Tel: +65 6533 0198 Fax: +65 6536 9381

� Braemar Seascope Group plc Annual Report 2007

Main offices

Joint venture offices

• Chartering• Sale and purchase

including newbuilding, second hand and demolition

• Special projects• Valuations• Research• Technical services (Wavespec)• UK port agency (Cory)• Pollution response

(DV Howells)

Tankers• Crude oil• Large and small products• Chemicals• Gas• LNG• Multi-purpose vessels

Dry cargo• Bulk carriers• Multi-purpose vessels

ContainersOffshore• Supply vessels• Rig support vessels

• UK liner agency (Cory)• Freight forwarding/

logistics

Group activities

Braemar Seascope Group plc provides specialist shipbroking, ship agency, marine technical consultancy services and pollution response services to international ship owners, charterers and other clients.

Vessel types Vessel types

Sao Paulo

Wavespec, Maldon, Cory

Bros and DV Howells

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Braemar Seascope Group plc Annual Report 2007 �

Chairman’s statement

The Group is performing well and has posted results reflecting another good year. The adjusted pre-tax profits increased by 7% to £11.0m compared to £10.3m last year and adjusted earnings per share were 37.11 pence compared to 37.03 in 2006. Reported pre-tax profits were £10.1m (2006: £10.3m) and reported earnings per share were 32.29 pence. The difference between the adjusted and reported result was attributable to an impairment charge taken in the first half of £0.95m.

The Group’s shipbroking operations benefited from trading conditions which remained generally favourable during the year and performed well though the results were adversely affected by a weaker US dollar. Continued newbuilding activity and an increase in long-term chartering business saw growth in the forward order book to a record level which helps to underpin future years’ earnings. We expanded our international footprint through the establishment of new dry cargo chartering offices in Singapore and Sao Paolo and we also consolidated our interest in the container market through the acquisition of the 50% minority interest in Braemar Container Shipping and Chartering Limited for £1.2m.

Our strategy for extending the range of shipping services provided has begun to bear fruit and our non-broking businesses contributed 17% of the adjusted operating profits, driven by strong year-on-year income and profit growth from both Cory Brothers and Wavespec. During the year these services were expanded with the creation of an environmental services division through the acquisition of DV Howells in March 2006 and Hi-bar in September 2006 for a maximum combined consideration of £0.9m. DV Howells provides pollution incident response services for the oil majors and other transportation companies and we are very proud of the role they played and their continuing involvement in the environmental protection of the UK coastline where the container vessel MSC Napoli is beached. We have also increased our presence in the UK ship agency market through the purchase of Gorman Cory which will take place over two years. We are pleased with the progress made in building our non-broking businesses and we expect to continue to invest in these sectors as attractive opportunities arise.

The Directors are recommending that the name of the company changes to Braemar Shipping Services PLC. The name Braemar Seascope is identifiable with our shipbroking business and we do not intend to change the name for our shipbroking trading companies around the world. However, the Group has now successfully extended its services beyond shipbroking and will continue to do so. We have reached a point when we consider it both helpful and appropriate to recognise the broadening of the business with a change in the name which reflects its current and future composition.

The Directors are recommending for approval at the Annual General Meeting a final dividend of 12.25 pence per ordinary share, to be paid on 31 July 2007 to shareholders on the register at the close of business on 6 July 2007. Together with the 6.75p interim dividend the Company’s dividend for the year is 19.0 pence (2006: 18.0 pence), a rise of 5.6%. The dividend is covered 2.0 times by adjusted earnings.

These results are a testament to the skill, hard work and commitment of staff across the Group and on behalf of the Board I thank all concerned for their contribution to this year.

After many years as an executive director Iain Shaw retired from the Group in June 2006 and I would like to express our gratitude for his significant contribution both as a shipbroker and director. I am delighted that Denis Petropoulos and Quentin Soanes agreed to join the Board in January 2007 as executive directors. They have both worked for the Group for many years and their experience will be of great value in the future.

Shipping has experienced large and rapid changes in freight rates and vessel values over the course of the last five years. This volatility is likely to remain while the demand for seaborne trade continues to grow and we expect our broadly-based shipping services business to benefit while these conditions persist.

Sir Graham Hearne10 May 2007

“ All our businesses are growing and we are expanding our range of shipping services”

Sir Graham Hearne Chairman

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� Braemar Seascope Group plc Annual Report 2007

Our businesses

The size and scope of our business has increased significantly over the last few years. The financial contribution and employee numbers of the Group’s business segments is shown below:£10.3m £68.5m

Group turnover

355Group employees

Shipbroking Braemar Seascope

Environmental services

DV Howells

Technical shipping support

Wavespec

Bunker trading Braemar Seascope

£8.7m*Profit

£0.1mProfit

£0.9mProfit

£0.2mProfit

£0.6mProfit

£40.5mTurnover

£33.4mTurnover

£23.5mTurnover

£3.2mTurnover

£6.6mTurnover

205Employees

2Employees

149Employees

39Employees

18Employees

Ship agency, forwarding and logistics

Cory Brothers,Morrisons, Planetwide

Group performance by business segment

£10.5m*Operating profit

£107.2mGroup turnover

413Group employees

*Operating profit is stated before the shipbroking impairment of £950,000.

Page 7: Annual Report 2007 - Braemar · E-mail: beijing@braemarseascope. com Singapore 50 Raffles Place #21-04 Singapore Land Tower Singapore 048623 Tel: +65 6533 0198 Fax: +65 6536 9381

Braemar Seascope Group plc Annual Report 2007 �

“ Our business is more broadly-based than ever and we see further opportunities to expand”

Chief Executive’s review of the business

The progress made across the Group over the last year continues to be encouraging. All of our operations have been performing well and we have grown the business in line with our strategy of expanding into complementary service areas and by increasing our geographic presence. We now have more than 400 employees worldwide based at 35 offices, of which eight are overseas, and our shipping services business is more diverse than ever before. With shipping activity remaining strong, we see no shortage of opportunity to continue our controlled growth in the same vein. A review of the market and our activities during the year is set out by segment below.

Shipbroking Shipbroking activities are undertaken under the name of Braemar Seascope from offices in London, Shanghai, Beijing, Singapore, Melbourne, Perth and Aberdeen. Revenues in 2006/7 increased to £40.5m (2006: £39.7m) and adjusted operating profits were £8.7m (2006: £9.0m). The operating profit margin (before impairment charge) for the division was 21.6% in 2007 (2006: 22.7%), reflecting a shift towards lower margin chartering business in the year. There was an average of 205 employees of whom 68% were fee earning and 25% were based overseas (2006: 189 employees).

In each of the dry market sectors freight rates dipped from the start of our financial year when the Baltic Dry Index (“BDI”) stood at 2,708, reaching a low in May 2006 (BDI 2,416) before recovering over the remainder of the financial year (BDI 4,765). The BDI currently stands at 6,585. The capesize market curve was particularly steep in both directions with the strong recovery driven by Chinese demand, during which we were able to conclude a number of long-term period charters at high rates. There has also been a considerable growth in vessel supply although there is still sufficient market tightness to produce significant fluctuations in rates from time to time. Currently the market is affected by load port congestion, especially in the east coast coal ports of Australia. This has helped reduce the supply of vessels and thereby to strengthen freight rates. Following our investment in Australia, this year we opened an office in Singapore and in Sao Paolo, both of which are becoming

increasingly important as shipping centres. In view of the strength of the market and our investments, we expect our dry activities to become a more significant part of our business in future.

Deep sea tanker chartering increased both income and transaction volumes over last year, and the value of longer term period business grew significantly over the year. At the start of the financial year the Baltic Dirty Tanker Index (“BDTI”) stood at 1,109 falling to a low of 951 in April 2006 but recovering strongly to reach a 12 month peak of 1,602 in August and closing at 1,101 on 28 February 2007. It currently stands at 1,296. The weakness in tanker freight rates at the start of the financial year was caused by OPEC cutbacks which led to reduced refining. However, as the oil price rose from $60/barrel to $70/barrel supply restraints were relaxed and refineries moved quickly to source crude which became much in demand causing a rapid rise in freight rates. With increased refining came the increased demand for the carriage of refined products and although rates did not return to the high levels of the previous year, they did remain steady for most of the second and third quarters. In addition the constant Chinese and Indian demand for crude supplied not only from the Middle East but also from Atlantic producers in West Africa and the Caribbean maintained a healthy employment of large crude carriers. Delivery of newbuildings into the tanker markets during the course of 2006 has increased the deadweight available to carry oil which has meant that after the market weakened in the fourth quarter, rates did not recover as quickly following the increased volumes at the start of our new year. However, it is encouraging to note that despite the steady growth of the fleet during the first quarter of our new year the spot market was notably active with short-term demand for crude. As the year progresses we expect to see continuing demand from the major refining centres, but the growth in the tanker fleet prior to the phasing out of older tonnage will mean the market is likely to be more volatile.

Alan Marsh Chief Executive

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� Braemar Seascope Group plc Annual Report 2007

Offshore had its best ever year driven by high activity levels and charter rates and the successful conclusion of some good sale and purchase and project transactions, some of which will benefit the company for many years to come. Worldwide oil and gas exploration has been very active and continues to be so, giving confidence for the coming year.

We consolidated our container business midway through the financial year with the purchase of the remaining 50% interest in Braemar Container Shipping and Chartering Limited in August 2006. After a reasonably strong market in the first half of the year container charter rates fell in the second half of the year before recovering strongly during the first quarter of 2007. During 2006 global growth in container volume was 10.8% and fleet capacity grew by 16.5%, and in 2007 the growth is expected to be in the region of 10-11% for container volumes and 14.5-15% for growth in fleet capacity. The desk performed well throughout the year in a rapidly changing market and we expect a similar performance to last year given the forecast growth in capacity, providing world trade is maintained.

As at 1 March 2007 we had concluded business that should generate revenues in excess of $30m in the new financial year (1 March 2006 for the next twelve months: US$26m).

Ship agency, forwarding and logisticsRevenues increased to £23.4m (2006: £15.9m) and operating profits were £0.9m (2006: £0.6m) and the Company’s achievements were also recognised by its customers when in April 2007 Cory was voted number one in the Lloyds Loading List Customer Service Awards 2006.

The year overall has seen Cory consolidating its acquisitions made late 2005 and early 2006, and concentrating on organic growth with average staffing increasing from 120 to 149. Growth was driven primarily by the liner, logistics and forwarding business, where revenues showed month-on-month improvements throughout the financial year.

Chief Executive’s review of the business continued

Deep water construction vessel fixed by our offshore department for a minimum of five years.

The coastal tanker market benefited from larger contract volumes and falling bunker costs towards the end of the year providing a stimulus to activity. Deep sea chemical parcel tankers had a steady year with an upturn in rates in the fourth quarter due to a combination of increasing demand and the prospect of the latest biofuel regulations coming into force. This trend should continue during 2007 through to 2008 and while there will be seasonal fluctuations the market is expected to remain firm.

The LPG freight market is expected to strengthen over the next twelve months as new product streams and market participants, such as China, compete in the market for tonnage.

The LNG transportation market remains at low levels for short-term employment due to the delivery of new vessels, committed for long-term LNG transportation, the projects for which have since been delayed by between one and three years. However, such vessels will be absorbed in the long-term projects that they were originally intended for and while there are some uncommitted vessels in the market these will, in time, achieve gainful employment.

Sale and purchase enjoyed another very successful year. There was a shift in the business with less high value second-hand transactions than in 2005/6 but a record year for newbuildings where the income is received over 2-3 years on average. The demand for new ships is borne out in the extended shipyard order books and in a tendency for payment terms to reflect larger up-front contracted values. The newbuilding forward order book is now at its highest level (both in terms of the number of ships and commission value) with ship deliveries stretching out to 2010/11. Over the last six months there has been a very significant increase in the market value of bulk carriers which is commensurate with the rise in dry freight rates and we have recently concluded a number of transactions at historically high values. Demolition business remains a small part of sale and purchase activity but we expect it to increase in the coming years in line with the phase-out of single hull tankers.

Significant business is transacted by the Group for export of minerals from Port Hedland, Australia.

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Braemar Seascope Group plc Annual Report 2007 �

The increase in liner, logistics and forwarding was driven primarily by sustained strong demand with in excess of 13,200 forwarding jobs being handled in the year compared with 9,700 last year. These were mostly on key logistics contracts supplemented with a number of one-off projects. Whilst most of the activity is handled out of Felixstowe, we have been developing forwarding activities from certain existing agency locations, thereby increasing the scope and capability of Cory as a whole. Planetwide, the forwarding acquisition made in 2005, performed in line with our growth expectations. During the year it handled 1,860 of the forwarding jobs and was also able to add new consolidation routes to the Middle East.

Port agency handled 17% more port calls in 2006/7 maintaining a leading position in an increasingly competitive market. New income streams commencing in early 2007 should see this growth continue through the remainder of 2007 and into 2008. The acquisition of the business and assets of Gorman Shipping, which handles over 750 vessels per annum concentrated on the Mersey and the Manchester Ship Canal, has significantly strengthened our UK agency activities. The business has been combined with the existing Cory Liverpool office making it one of the foremost ships’ agents in the area. Morrison Tours, a highly seasonal business linked closely to the cruise industry around the UK has added to its customer base and improved the take-up of the shore excursions on offer.

With further new pieces of business being won in both agency and liner, logistics and forwarding, activity levels should continue to be maintained in all areas in the coming year.

Technical shipping support – WavespecRevenues increased to £6.6m (2006: £5.2m) and operating profits were £0.6m (2006: £0.3m) in line with the growth in activity levels. The average headcount during the year was 18 employees (2006: 17 employees) with a further 50 engineers sub-contracted to clients within this segment (2006: 45 consultants). Currently, the company has site supervision teams at three shipyards for the construction of up to 48 new LNG vessels in connection with the Qatargas II project and this is expected to

generate a positive contribution for the Company for several years. It is also fulfilling a similar role in connection with LNG vessel construction for use on the Sakhalin gas project. Wavespec has also been active in the development of the seaborne transportation of compressed natural gas, working with Braemar Seascope to provide technical and commercial assistance for a number of projects.

Environmental services – DV Howells DV Howells was acquired in March 2006 and has contributed revenue of £3.2m and operating profits of £0.2m in the eleven months since it joined the Group. The average headcount during the year was 39 full-time employees compared to 34 at acquisition. The addition of Hi-bar in September 2006 completed the response coverage across the UK and enhanced the Company’s training and consultancy capability. The Company has had a busy year and has integrated well into the Group. Of particular note is the major role the Company has played following the grounding of the mini-bulker Sumni in the Orkney Islands and the container vessel MSC Napoli in Devon. Services provided, some of which are still on-going, include pollution control, beach clearance, decontamination wash-down facility and the handling of hazardous container cargoes. The Company also won important contracts to provide incident response services in Angola and for the Ministry of Defence (“MOD”), both of which illustrate the potential of the business to grow in the UK and overseas.

Bunker tradingRevenues increased to £33.4m (2006: £7.7m), representing a full year’s contribution, and operating profits were £62,000 (2006: £30,000).

Bunker sales have been lower than expected due to a combination of the drought conditions and high oil prices, which has to some extent limited demand in the Australasian region. Looking forward, the Australian resources and minerals sector is enjoying significant growth which should be a basis for increased bunker sales in the future. We are currently in the process of reviewing our strategic options with regard to this business.

MSC Napoli: DV Howells is playing a major role in environmental protection and clean up.

One of the Qatargas II LNG vessels – construction supervised by Wavespec.

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� Braemar Seascope Group plc Annual Report 2007

Chief Executive’s review of the business continued

Anangel Pride: fixed by our dry cargo team on period charter.

MV Timca: one of eight 2,900 lane metre container-RoRos ordered by Spliethoff for Transfennica, Finland, to carry paper products.

Financial review

Profits and earningsReported pre-tax profits were £10.1m (2006: £10.3m). Adjusted pre-tax profits (before an impairment charge) increased by 7% to £11.0m on revenues of £107.2m (2006: £68.5m). As indicated at the half year, given the performance of all business segments in broadly favourable markets, we expected the operating profits in the second half of the year to show an improvement over the first half. Second half operating profits for 2006/7 were £5.8m compared with £4.7m (before impairment) in the first half and £4.7m in the second half of 2005/6. The trading improvement shows sustained business growth across all segments.

A reconciliation of reported profits to adjusted profits is set out in the table below. The impairment charge is not a cash cost and arose because at the half year, after a relatively weak market, a more prudent view was taken of the estimated future earnings from the Australian business.

2006/7 2005/6 £’000 £’000

Adjusted profits before impairment charge and tax 11,026 10,293Impairment of Braemar Seascope Pty goodwill (950) –

Reported profit before tax 10,076 10,293

Pence Pence

EPS (pre impairment charge) 37.11 37.03Impairment of goodwill (4.82) –

Basic EPS 32.29 37.03

The weighted average number of shares increased from 19.38m to 19.72m for 2006/7.

MarginsOperating profits are stated after deducting both cost of sales and operating costs. Cost of sales comprises bunker payments, freight and haulage and payments to sub-contractors. The operating profit margin (before impairment) of 9.8% in 2007 compares with 14.4% in 2006. The reduction is mainly due to the increased relative contributions of the non-broking businesses which generate returns at lower margins but which are less volatile. The margin in shipbroking was lower due to an increase in operating costs totalling 3.4% mainly in respect of staff costs and the establishment of new overseas offices. A summary of the segment margins is set out below.

Operating margins before impairment 2006/7 2005/6

Shipbroking 21.6% 22.7%Ship agency, forwarding and logistics 3.9% 3.6%Technical shipping support 8.3% 5.6%Environmental services 7.0% n/a

14.1% 16.2%Bunker trading 0.2% 0.4%

Total 9.8% 14.4%

Foreign exchangeThe average rate of exchange for conversion of US dollar income during the financial year, after taking account of hedging, was $1.86/£ (2006: $1.80/£) and at 28 February 2007 the balance sheet rate for conversion was $1.97/£ (28 February 2006: $1.75/£). If the 2006/7 US dollar denominated income had been translated at the 2005/6 average exchange rate, it would have been higher by approximately £1.2 million. At 28 February 2007 the Group held forward currency contracts to sell US$6 million at an average rate of $1.95/£ and currency options giving the right to sell US$1.1 million for AU$ at a rate of 0.78.

TaxationThe tax rate on reported profit before tax was 35.8% (2006: 30.3%). The underlying rate, excluding the share of net profits from joint ventures and the effect of the impairment charge, was 33.3% (2006: 31.0%).

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Braemar Seascope Group plc Annual Report 2007 �

Felixstowe’s Trinity Terminal: Cory Brothers handle at least one ship

per day through this port.

Cash flow and acquisitionsThe cash balance increased over the year by £1.0m to £14.6m (2006: £13.6m). Operating cash flow generated in the year was £9.7m, from which the major cash outflows before expenditure on acquisitions were £0.7m for the purchase of fixed assets, £3.4m on corporation tax and £3.6m for dividend payments.

Net cash expended on acquiring businesses was £2.5m, offset by £0.7m of cash in the acquired balance sheets, in respect of DV Howells and Hi-bar (£0.6m), 50% of Braemar Container Shipping and Chartering (£1.2m), 41% of Gorman Cory (£0.2m) and Planetwide (£0.5m). This does not include further potential cash consideration of, in aggregate, £1.1m dependent on profitability.

Treasury risk managementThe Board sets the Group’s treasury policy covering financing decisions and treasury risk management, the objective of which is to manage the Group’s financial risk exposures in an effective manner. The Finance Director is responsible for day-to-day treasury risk monitoring and activity which is reviewed by the Board through regular reporting. The Group uses financial instruments to hedge underlying exposures and not for speculative purposes.

Liquidity risk: The Group has no net debt and did not have at any time during the year. An overdraft facility of £3.0m with the Group’s principal relationship bank, the Royal Bank of Scotland plc, is maintained for financial flexibility and in order to improve treasury efficiency and performance.

Foreign exchange risk: The majority of the Company’s shipbroking, technical services and bunker trading income is US dollar denominated and changes in the rate of exchange relative to £ sterling, and to a lesser extent the Australian and Singapore dollar, can have an effect on the reported results and net assets. From time to time the Group enters into forward foreign exchange contracts and currency options to limit the effect of currency fluctuations.

Interest rate risk: The Group has an exposure to interest rates in relation to its cash balances, the majority of which are held in the UK. Surplus cash (in £s or US$s) is deposited at institutions with strong credit ratings and deposits are short term in nature.

Alan Marsh10 May 2007

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�0 Braemar Seascope Group plc Annual Report 2007

J.S. Denholm (50) Non-executive DirectorAppointed a Director on 25 July 2002. A qualified chartered accountant, he is Chairman of J&J Denholm Limited and the Anglo Eastern Management Group Limited. He is a member of the executive committee of the Baltic International Maritime Council and a director of the Chamber of Shipping Limited.

D.G. Moorhouse (60) Non-executive DirectorAppointed a Director on 19 January 2005. He is currently Executive Chairman of Lloyd’s Register and a trustee of the National Maritime Museum. Until recently he was an advisor on technology exports to the DTI and deputy Chairman of the UK’s Foundation for Science and Technology. Formerly he was Chairman and Chief Executive Officer of Kvaerner Process, Chairman and Chief Executive of Trafalgar, John Brown and a director of John Brown plc.

Board of directors

R.D. Agutter (65) Non-executive DirectorAppointed a Director on 6 November 2001. A qualified chartered accountant, he was a senior corporate finance partner in KPMG, a firm of public accountants. He is the senior independent non-executive Director.

Sir Graham Hearne (69) ChairmanAppointed a Director on 7 October 1999 and Chairman on 26 November 2002. A qualified solicitor, he was formally Chairman of Enterprise Oil plc. He is non-executive Chairman of Catlin Group Limited and Static Energy Corp, and non-executive Director of N M Rothschild and Sons Limited and Rowen Companies Inc.

Non-executive Directors

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Braemar Seascope Group plc Annual Report 2007 ��

Executive Directors

D. Petropoulos (50) Executive DirectorAppointed a Director on 10 January 2007. He has worked in tanker chartering all his professional life and was a founding director of Braemar Tankers Limited, which was acquired by Braemar Seascope in 2001. He is joint Managing Director of Braemar Seascope Limited, the Group’s principal shipbroking subsidiary and has specific responsibility for the Group’s tanker chartering activity encompassing deep sea crude and clean product, gas, chemicals and specialised tanker chartering.

J.R.V. Kidwell (45) Finance DirectorAppointed a Director on 1 August 2002. He qualified as a chartered accountant with Price Waterhouse in 1988, and then worked in a number of financial roles for Carlton Communications plc between 1989 and 2001, leaving as Group Financial Controller. He was Finance Director of Boosey and Hawkes Music Publishers Limited until June 2002.

A.R.W. Marsh (57) Chief ExecutiveHe was a founder member of Braemar Shipbrokers Limited in 1983 and on 7 March 2001 he was appointed Chief Executive of Braemar Seascope Group plc and Chairman of Braemar Seascope Limited and Wavespec Limited. He is a Fellow of the Institute of Chartered Shipbrokers and a director of ITIC Limited, the professional and indemnity club for ship agents, ship brokers and ship managers.

Q. B. Soanes (52) Executive DirectorAppointed a Director on 10 January 2007. He has worked as a sale and purchase shipbroker for most of his professional life and was a founding director of Braemar Shipbrokers Limited, which merged with Seascope Shipping Holdings plc in 2001 to form Braemar Seascope Group plc. He is joint Managing Director of Braemar Seascope Limited and has responsibility for business development in the Group. He is also Chairman of the Group’s wholly-owned subsidiaries, Cory Brothers Shipping Agency Limited and DV Howells Limited.

I.M. Shaw served as an Executive Director until his retirement on 21 June 2006.

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�� Braemar Seascope Group plc Annual Report 2007

newbuilding transactions, time (or period) charters where income is earned over the life of the charter and uncompleted spot transactions.

The majority of shipping transactions is concluded in US dollars with our commission income also being derived in US dollars.

Ship agency, forwarding and logistics: Ship agency, forwarding and logistics is undertaken by Cory Brothers which has 19 offices most of which are based in UK ports. Its income is fee-based and substantially £ sterling denominated. Fees are earned every time a ship makes a call into port, when the company is the appointed agent. Agency services provided include settlement of port dues, handling customs clearance and making ad-hoc arrangements for the vessel as required. Fees are normally determined under multi-year contracts which are often long-standing but technically terminable at short notice. Cory Brothers is agent for a number of major oil, gas and chemical companies and other ship owners. Its income is therefore a function of the number of clients it has and their level of port call activity.

The freight forwarding and logistics business operates both in tandem with the agency business and separately in its own right. In some instances the business is conducted under contract on the basis of an agreed tariff per shipment with the shipment volumes determined by the client, while in others cases the company receives a fee per box handled either as an import or an export. There are also individual forwarding projects which are negotiated separately. In all cases volumes and client activity levels are a key factor in driving income and profits, along with the company’s ability to find cost-effective solutions to suit the logistics needs. Volumes are difficult to predict and the company must seek and win a regular flow of new business to grow.

Technical shipping support: Wavespec provides independent, technical shipping services for ship owners and charterers who have taken in newbuildings from owners on long-term commitments. It is able to offer expertise in all types of vessel construction but has built up a reputation as a market leader for technical services in the construction of LNG carriers.

Generally the business is divided between ships’ plan approval work which is normally quoted for on a project basis, and site supervisory work covering the vessel’s construction at the shipyard. This is operated on an agreed day rate basis for each engineer provided under contract to the client. Many construction projects will involve both plan approval and site supervisory services during the life of the project. The shipping engineering skills Wavespec has access to mean it is well placed to play a leading role in the development of new designs and technologies. The Group is currently playing a leading role in both a technical and commercial capacity in the development of seaborne transportation of compressed natural gas, and Wavespec is an integral part of the Group’s advisory capability in such an area. In addition Wavespec also acts as consultants in the offshore sector carrying out FMEA (Failure Mode and Effect Analyses) and DP (Dynamic Positioning) assessments.

Environmental services: DV Howells provides a wide variety of environmental services from nine bases around the UK, principally for customers operating in the UK in the shipping, transport and oil industries, and other customers whose activities

Report of the directors for the year ended 28 February 2007

The Directors submit their report and the audited accounts for the year ended 28 February 2007, which were approved by them on 10 May 2007.

Principal activities and review of businessThe Company operates through a number of subsidiaries and joint ventures. A review of the Group’s activities including risks, business drivers, key performance indicators and future prospects is contained in the Chief Executive’s review of the business on pages 4 to 9. The Group’s business segments and their activities are described below.

Shipbroking: The shipbroking market is both international and fragmented. While there are only a small number of broking houses that provide the full range of services we provide there are many private brokers specialising in niche areas of the shipping market, which makes market share difficult to assess. Few, if any, contractual or exclusive client relationships exist, but many relationships have been created and developed over a long time based on the quality of service and advice provided. We represent a significant number of major ship owners, charterers, shipyards, trading houses, banks, demolition businesses and other commercial ventures based around the globe. There is no particular bias or theme to our client base.

The shipbroking business is never a principal in a shipping transaction – it does not own ships or charter vessels for its own account. Income is derived from commissions earned on shipping transactions in which the Group has acted as broker, and is therefore a function of the number of transactions concluded for delivery in the year and the average freight rates or vessel values applicable to those transactions.

Transaction numbers are influenced by a combination of the supply and demand for ships, the number of skilled, experienced brokers operating in the group, and the competition from other broking houses (both for transactions and brokers). The demand for ships is related among other factors to world trade, economic growth particularly in the major economies, interest and exchange rates, and price and supply of raw materials, mainly for oil, iron ore and coal. The supply of available ships for a particular market is affected by factors such as shipyard capacity, order backlog, the propensity for yards to build ships of a certain type, speed of vessels, and regulations on ships’ ages which may accelerate scrapping. Overlaying all of these considerations are other events that can have a significant short-term impact on trade and trading patterns and may, for the most part, be unpredictable. Most importantly, the supply of oil or refined products is subject to OPEC and other political decisions, war and the threat of war, new pipelines and global warming. In the dry market the demand for coal and ore has been driven by industrial and economic growth in the Far East with short-term factors such as port congestion and raw material contractual pricing also having an influence on freight rates.

Part of the income in any particular year is derived from business that has already been concluded but has yet to complete, because for example, the delivery of the vessel has not occurred. Similarly at the end of the year some of the transacted spot business may not have been completed and therefore not invoiced at year-end. This forward book of business comprises

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Braemar Seascope Group plc Annual Report 2007 ��

interface with ports, motorways, railways and airports. Services provided include carrying out the post-incident clean up of oil, chemical, biological and radiological incidents; tank cleaning; environmental surveys; contingency planning; consultancy and training for customers including the IMO, overseas governments, coastguards, ports, harbours and international oil companies. As part of its role DV Howells maintains a response network with full UK coverage, comprising emergency equipment and a team of incident response staff on permanent 24-hour standby.

Some of its business is provided under multi-year contracts typically including a retainer fee and an agreed incident call out rate. Key contracts of this type are with the Maritime Coastguard Agency, Network Rail and the MOD. Other business arises on a one-off basis as incidents occur and the company is invited to tender and respond. Since most income is related to the number of incidents or the time required for post-incident services to be completed, the predictability of income above a core level is not easy. As part of the Group DV Howells is well placed to grow its customer relationships and this development should see the benefit of a greater predictive pattern to the overall business.

Bunker trading: This activity is undertaken from Australia and involves the purchase of bunkers from oil companies against matched sales to ship owners or operators.

Results and dividendsThe group profit before taxation for the year amounted to £10.1m (2006: £10.3m). Details of the results are set out in the consolidated income statement on page 23 and in the related notes. Details of dividends paid during the period are set out in note 8 to the Accounts. The Directors are recommending the payment of a final dividend of 12.25 pence per share on 31 July 2007 to shareholders on the register at the close of business on 6 July 2007.

Directors and their interestsThe Directors of the Company during the year and at the date of this report are shown on pages 10 and 11. The Directors’ beneficial interests, including family interests in the shares of the Company at 28 February 2007, were as follows:

28 Feb 2007 28 Feb 2006

R.D. Agutter 5,000 5,000J.S. Denholm 7,000 7,000Sir Graham Hearne 2,500 2,500J.R.V. Kidwell 47,250 6,000A.R.W Marsh 1,148,502 1,143,502D.G. Moorhouse – –D. Petropoulos 568,191 568,191(1)

Q.B. Soanes 1,146,010 1,146,010(1)

I.M. Shaw n/a(2) 208,760

(1) On appointment on 10 January 2007(2) Retired 21 June 2006

The Directors’ interests in share options are set out on page 21. The Directors, in common with other employees of the Group, also have an interest in 331,495 (2006: 321,495) ordinary 10p shares held by Close Trustees Guernsey Limited on behalf of the Employee Share Ownership Plan. During the year the Board resolved to acquire additional shares in the market to be used

for employee share awards. 10,000 shares were acquired at an average price of 373 pence.

The Directors held no material interest in any contract of significance entered into by the Company or its subsidiaries during the period. There have been no changes in Directors’ interests between 28 February 2007 and 10 May 2007.

Share capitalDuring the year ended 28 February 2007 the Company issued 354,573 new shares pursuant to the exercise of employee share options.

Substantial shareholdingsThe Directors have been notified or are aware of the following persons who directly or indirectly are interested in 3% or more of the issued ordinary share capital of the Company.

Directors %

A.R.W. Marsh 5.68%Q.B. Soanes 5.67%

OthersBarclays plc 8.71%AXA Framlington 8.32%Legal & General 3.99%R.L. North 3.42%

Purchase of own ordinary sharesThe Directors are authorised to make market purchases of the Company’s ordinary shares under an authority granted by the Annual General Meeting held on 21 June 2006. No purchases were made under this authority during the year. In accordance with ABI Investor Protection Guidelines, the maximum number of ordinary shares which may be acquired is 10% or less of the Company’s issued ordinary shares as at 10 May 2007. The Directors will seek the renewal of this authority at the 2007 Annual General Meeting in Resolution 10 in accordance with the Company’s Articles of Association. The Directors have no immediate intention of exercising the authority but they will keep the matter under review. Purchases will only be made if they result in an expected increase in earnings per share and will take into account other available investment opportunities, appropriate gearing levels and the overall position of the Company. Any shares purchased in accordance with this authority will subsequently be cancelled. The total number of options to subscribe for shares that were outstanding as at 10 May 2007 was 700,544, being 3.5% of the issued share capital. If the authority to purchase shares is used in full, the proportion of issued share capital represented by this number of options would amount to 4.1%.

Employment policiesThe Group recognises that its employees are a key stakeholder in the business and that they play a vital role in its future success. The involvement of employees in the Group’s performance is encouraged where appropriate through participation in the annual discretionary bonuses and share options that may be granted under an approved share option scheme. The Group keeps its employees informed of all matters affecting their interests through managerial consultation and internal memoranda.

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�� Braemar Seascope Group plc Annual Report 2007

In preparing these financial statements the Directors are required to:• Select suitable accounting policies and then apply them consistently;• Make judgements and estimates that are reasonable and prudent;• State that the financial statements comply with IFRSs as adopted

by the European Union and IFRSs issued by IASB; and • Prepare the financial statements on the going concern basis,

unless it is inappropriate to presume that the Group will continue in business, in which case there should be supporting assumptions or qualifications as necessary.

The Directors confirm that they have complied with the above requirements in preparing the financial statements. The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Company and the Group and to enable them to ensure that the financial statements and the Directors’ Remuneration Report comply with the Companies Act 1985 and, as regards the Group financial statements, article 4 of the IAS Regulation. They are also responsible for safeguarding the assets of the Company and the Group and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Auditors and disclosure of information to auditorsIn the case of each of the persons who are Directors at the time when the report is approved, the following applies:• So far as the Director is aware, there is no relevant audit

information of which the Company’s auditors are unaware; and• He has taken all the steps that he ought to have taken as a

Director in order to make himself aware of any relevant audit information and to establish that the Company’s auditors are aware of that information.

A resolution to reappoint PricewaterhouseCoopers LLP as auditors to the company at remuneration to be agreed by the Directors will be proposed at the forthcoming Annual General Meeting.

By Order of the BoardJames Kidwell 10 May 2007

Report of the directors for the year ended 28 February 2007 continued

The Group seeks to achieve consistency in its employment policies although differences in local conditions and legal requirements can arise due to the international nature of the business. The Group is committed to equal opportunities for all employees with full and fair consideration being given to applications for employment by those with a disability. Where an employee becomes disabled while in employment of a Group company, every effort is made to find continuing employment where possible.

Community and environmentThe Group takes an active role in environmental and community matters. Its activities in these areas vary by division. Braemar Seascope’s London office is located adjacent to a state school of multi-denominational faiths for which the Company has given funds to improve facilities and certain employees have voluntarily become involved in reading to pupils and as part of the school’s governance. The office is also actively working on a paper recycling initiative. DV Howells provides its clients with pollution response services including incident clean-up, training staff and assisting in developing response plans for environmental incidents. Wavespec is involved in environmental considerations through the development of designs for new liquefied natural gas and compressed natural gas carriers. The Group seeks to comply with all applicable regulations and legislation.

Payments to suppliersGroup companies are responsible for agreeing the terms and conditions under which business transactions with their suppliers are conducted. It is Group policy that payments to suppliers are made in accordance with these terms, provided that the supplier is also complying with all relevant terms and conditions. The Company has no trade creditors.

DonationsDuring the year the group made charitable donations amounting to £20,662 (2006: £26,781) to a range of different charities. No political donations were made during the period.

Financial instrumentsThe Group’s financial risk management objectives and policies are set out in corporate governance on pages 15 to 17.

Statement of Directors’ responsibilities in respect of financial statementsCompany law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have prepared the Group and Parent Company financial statements in accordance with International Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, the directors have also elected to comply with IFRSs, issued by the International Accounting Standards Board (IASB). The financial statements are required by law to give a true and fair view of the state of affairs of the Company and the Group and of the profit or loss of the Group for that period.

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Braemar Seascope Group plc Annual Report 2007 ��

Braemar Seascope Group plc is committed to ensuring high standards of corporate governance. This statement together with the remuneration report on pages 18 to 21 describes how the Company has applied the principles of good corporate governance during the year ended 28 February 2007. The Board endorses the main principles and provisions set out in the Combined Code on Corporate Governance of the Financial Reporting Council (“The Combined Code”), which was published on 1 July 2003. The Board believes that the Company has been compliant with the Code throughout the year.

The BoardThe Board is responsible to shareholders for the effective direction and control of the Group and it aims to provide entrepreneurial leadership within a framework of prudent and effective controls enabling risks to be assessed and managed.

The Board currently comprises four independent non-executive Directors and four executive Directors.

The non-executive Directors, none of whom has fulfilled an executive role within the Company, are appointed for an initial three-year term serving under letters of engagement, which contain a formal one-month notice period. Sir Graham Hearne chairs the Board and is not a member of any of the Board’s sub-committees. Richard Agutter is the senior independent non-executive Director and he chairs the Audit Committee; John Denholm chairs the Remuneration Committee and David Moorhouse chairs the Nominations Committee.

The executive Directors are engaged under service agreements, each of which can be terminated at 12 months’ notice. During the year Iain Shaw retired as an executive Director on 21 June 2006, and Quentin Soanes and Denis Petropoulos were appointed executive Directors on 10 January 2007.

The Board believes that its current composition is appropriate having regard to the Company’s size and activities.

The Board met seven times during the year and the attendance by the Directors is set out below. Board meetings include reviews of financial and business performance and consideration and monitoring of business risks and opportunities. The following matters are specifically reserved for the Board’s consideration and approval:• The Group strategy;• The Group budget;• Major capital expenditure, disposals or leasing arrangements;• Choice of key corporate advisors;• Acquisitions and disposals;• Group financial and treasury policy including dividends

and borrowing;• Establishing Board committees and setting their terms

of reference; and• Internal control arrangements.

On a periodic basis the Board receives reports on its activities from the senior management of a subsidiary company or a head of department. All directors are provided with appropriate and timely information and are properly briefed on Board matters. In the furtherance of his duties any director may take independent professional advice or receive training, if necessary, at the Company’s expense. The executive Directors (including those appointed during the year) attended a briefing on their legal responsibilities as directors provided by the Group’s legal advisor.

During the year the Board and its committees conducted a review of the effectiveness of their operations. The review process entailed individual meetings of the Chairman and each Director and the completion of an assessment questionnaire by each Director for submission to the Company Secretary. Non-executive Directors meet without the presence of executive Directors from time to time.

Under the Company’s Articles of Association, Directors should submit themselves for re-election every three years. The Director retiring by rotation at the Annual General Meeting and offering himself for re-election is Alan Marsh. Quentin Soanes and Denis Petropoulos are offering themselves for appointment by shareholders. The Nominations Committee and the Board all unanimously support these elections. Biographical information on the Directors can be found on pages 10 and 11 of this Annual Report and Accounts.

Relations with shareholdersThe Board recognises the importance of maintaining good communications with both institutional and private shareholders. For several years the Group has pursued an active investor relations programme conducted primarily through regular meetings of the Chief Executive and Finance Director with existing and potential institutional investors following both the interim and preliminary announcements of the results of the Group. Feedback on shareholder meetings is provided via the Group’s corporate stockbroker or public relations advisor. Corporate announcements are also made available on the Company’s website, which can be accessed at: www.braemarseascope.com

The Company encourages attendance at its Annual General Meeting where each resolution is separately put to the meeting and where the Chairman and/or Chief Executive makes a statement on the current year’s performance to date and the near-term financial outlook.

Corporate governance for the year ended 28 February 2007

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�� Braemar Seascope Group plc Annual Report 2007

The Committee places great emphasis on the cost-effectiveness, independence and objectivity of the audit function. Company policy is that fees paid to auditors for non-audit services do not exceed audit fees unless such non-audit services are reviewed and approved by the Audit Committee.

In addition to the Audit Committee meetings, the Chairman of the Committee has regular meetings with the group audit partner.

Nominations Committee:Non-executive Directors: David Moorhouse (Chairman), Richard Agutter and John Denholm.

The Nominations Committee considers the balance of skills and experience of the Board membership and makes recommendations to the Board on the appointment of new Directors. For each new appointment the Nomination Committee considers, amongst other things, the appropriateness of the qualifications and experience of the candidate for the role to be fulfilled and their availability to devote time to the job. In the case of Denis Petropoulos’s appointment, the Nominations Committee considered all these factors along with his extensive experience in tanker chartering shipbroking. In respect of Quentin Soanes, the Committee followed a similar process with particular consideration of his experience in shipbroking and also the business development of non-broking businesses. These factors made both candidates suitable Directors and the Committee did not therefore, use a search firm. Details of the Directors’ other professional commitments are set out in the biographical details on pages 10 and 11.

The Nominations Committee also reviews the appointment of non-executive Directors at the expiration of their three-year service letter of appointment.

Remuneration CommitteeNon-executive Directors: John Denholm (Chairman), Richard Agutter and David Moorhouse. A report of the Remuneration Committee is set out on pages 18 to 21.

Risk management and internal controlThe Directors acknowledge the requirements of the Combined Code and seek to review all aspects of risk management in relation to each part of the Group. These risks include, but are not limited to, staff errors and/or omissions, non-compliance with industry standard procedures, loss of broker teams, effectiveness of internal control systems, industry sector consolidation, currency exposure, credit risk and the effectiveness of financial control. Management monitor these risks through internal management meetings, subsidiary board meetings and regular dialogue with departmental heads. A summary of key risks and internal controls is prepared for consideration at the Audit Committee on an annual basis. The Company also holds professional indemnity insurance to an amount considered adequate for its size and potential exposure.

Board committeesThe number of meetings of the Board and its committees and the attendance of those meetings by each member is set out below:

Audit Remuneration Nominations Number of meetings Board Committee Committee Committee

Non-executive DirectorsSir Graham Hearne 7/7 Richard Agutter 7/7 3/3 3/3 2/2John Denholm 7/7 3/3 3/3 2/2David Moorhouse 5/7 3/3 3/3 2/2

Executive Directors Alan Marsh 7/7 James Kidwell 7/7 Quentin Soanes (1) 1/1 Denis Petropoulos (1) 1/1 Iain Shaw (2) 3/3

(1) Quentin Soanes and Denis Petropoulos were appointed on 10 January 2007.

(2) Iain Shaw retired on 21 June 2006.

Each of the Board committees comprises solely non-executive Directors. The composition and responsibilities for the Audit, Remuneration and Nominations Committee are as follows:

Audit CommitteeNon-executive Directors: Richard Agutter (Chairman), John Denholm and David Moorhouse.

Although the Board as a whole has a statutory responsibility for the preparation and publication of the Company’s accounts, the Audit Committee reports to the Board and takes responsibility for the following matters:• Review of the internal control procedures and risk assessment

processes;• Planning with the external auditors the half-year review and full-

year audit programme including agreement with the external auditors of the nature and scope of the audit, together with the level of the audit fee set in the context of the overall audit plan;

• Reviewing with the external auditors their audit findings and responses to the matters raised, including any issues or reservations the auditors may have;

• Reviewing the half-year and annual financial statements before they are submitted to the Board;

• Setting the policy on the appointment of the external auditors for the supply of non-audit services having regard to the level of fees for both audit and non-audit work;

• Reviewing the need for an internal audit department; and• Reviewing the insurance arrangements for the Group.

Corporate governance for the year ended 28 February 2007 continued

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Braemar Seascope Group plc Annual Report 2007 ��

The Directors acknowledge their responsibility for the implementation and effectiveness of the Group’s system of internal controls. These are designed to identify and counter the particular risks to which the Group is exposed. By their very nature these controls can only provide reasonable but not absolute assurance against material misstatement or loss. The effectiveness of the system of internal controls has been reviewed by the Audit Committee during the year. Due to its current size and structure, it has not been considered necessary to have a dedicated full-time internal audit function, though the need for one is kept under review.

A Group budget is prepared annually and approved by the Board. The performance of the Group and the individual operating units are monitored against budget throughout the year and significant variances are investigated. Regular re-forecasts for the remainder of the financial year are prepared during the year. An internal system of checks and authorisations is operated and independent audits are conducted in relation to the ISO 9001:2000 certification, which both Braemar Seascope Limited and Cory Brothers Shipping Agency Limited undertake. There is also an internal “whistleblowing” procedure through which any member of staff may raise, in confidence, any concerns they may have about the way the Group is run or business is conducted.

The Group has foreign currency exposure which arises as a result of the majority of its shipbroking earnings being denominated in US dollars while the majority of its costs are denominated in £ sterling. The treasury policy and objective in relation to foreign currencies is to limit the exposure to currency risk by covering a proportion of expected foreign currency denominated future income up to two years forward. This exposure is managed through the use of treasury instruments: principally forward foreign exchange contracts and currency options. The Group manages its exposure to fluctuations in interest rates by pooling its UK bank accounts under an offset agreement. The Board monitors treasury activity through regular reporting by the Finance Director. The Group does not enter into speculative transactions.

Accountability and auditA statement of the Directors’ responsibilities for preparing the financial statements is included in the Report of the Directors on page 14.

Going concernAfter making enquiries, the Directors have a reasonable expectation that the Company and Group has adequate resources to continue to trade for the foreseeable future. For this reason, they continue to adopt the going concern basis in preparing the accounts.

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�� Braemar Seascope Group plc Annual Report 2007

Base salaryEach executive Director’s base salary is reviewed annually on performance, achievement of objectives and comparative salaries. The base salaries of the Chief Executive and the Finance Director were increased with effect from 1 March 2006 following the 2006 review.

Annual bonusThe Remuneration Committee believes that a significant proportion of an executive Director’s overall remuneration package should be an annual bonus based on the performance of the Group, in order to provide an incentive to management and to align their interests with those of the shareholders. The bonus policy, which was established two years ago, rewards executives based on achieving earnings per share in excess of a hurdle figure. This excess is then applied to a weighting selected for each participant. The hurdle figure for the year ended 28 February 2007 was 16.4 pence giving an excess of 20.7 pence. The Committee raised the hurdle by 3% over the prior year taking into account factors such as the relative strength and cyclical nature of the shipping markets and their influence on the base hurdle figure, the relative importance of less cyclical non-broking businesses and the general rate of inflation.

Where an executive Director had specific responsibilities for a subsidiary company or section of the Group, the Remuneration Committee believes it appropriate that an element of the executive Director’s annual bonus should be determined by reference to that responsibility. In the year to 28 February 2007 the annual bonus awarded to Alan Marsh and James Kidwell was determined solely with reference to the performance of the Group and a component of the annual bonus awards for Denis Petropoulos and Quentin Soanes was determined with reference to the performance of the Group.

The Group also operates a Deferred Bonus Plan (“the plan”) whereby part of the annual performance-related bonus is delivered in shares, on a discretionary basis, to staff including executive Directors. Under the plan the shares are held in an employee trust for three years after which the employee beneficiary will become absolutely entitled to the shares provided they remain in employment with the Group (or have ceased to be employed in certain specified circumstances). In respect of the year to 28 February 2007 awards over 107,500 shares were made at an estimated total cost of £531,700.

The annual bonus is not pensionable. Executive Directors may elect to sacrifice some or all of their bonus entitlement in favour of an equivalent company pension contribution.

PensionsThe Group’s trading subsidiaries operate a number of defined contribution pension schemes or make other similar arrangements for individual members as appropriate. The assets of the scheme are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund and the various individual employees’ retirement plans.

The Remuneration Committee comprises the following non-executive Directors: John Denholm (Chairman), Richard Agutter and David Moorhouse. The Chairman and Chief Executive attend as required.

The responsibilities of the Committee are:• To determine on behalf of the Board and the shareholders the

Group’s overall policy for executive remuneration;• To determine all aspects of the individual remuneration

packages for each of the executive Directors of the Company, including their base salary and all performance-related elements including bonus arrangements, profit share schemes, equity participation schemes, other long-term incentive schemes, pension and other benefits;

• To review the introduction and to determine the terms of all bonus, profit share or equity participation schemes or any other schemes intended to reward and incentivise employees of the group and to review the participation of the executive Directors and senior executives in such schemes, including the award of any bonuses and the grant of rights or options thereunder; and

• To maintain an overview of policy in relation to the remuneration and conditions of service of other senior executives within the Group.

In discharging these responsibilities the Committee takes advice from the Chief Executive, Alan Marsh, and, as appropriate, independent consultants. In the current year the Remuneration Committee took advice from Nabarro, who also provide legal services to the Group, in relation to the Long-Term Incentive Plan (“LTIP”).

Remuneration policyThe remuneration of the executive Directors is determined after a review of the individual’s performance and after taking account of comparable arrangements for other companies of similar size or activity. The Remuneration Committee believes that the executive Directors should be rewarded fairly, competitively and at a level that will attract, motivate and retain directors of an appropriate calibre. The Committee also believes that the Company’s remuneration policy should seek to align, so far as possible, the executive Directors’ remuneration with the performance of the Group. No Director is involved in deciding his own remuneration.

The executive Directors’ remuneration packages are reviewed on a regular basis and presently comprise:• A competitive base salary;• Annual bonus based on performance;• Defined contribution scheme pension contributions linked

to base salary;• Life and medical insurance and similar benefits; and• Share options and LTIP awards.

Remuneration report for the year ended 28 February 2007

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Braemar Seascope Group plc Annual Report 2007 ��

BenefitsBenefits provided relate mainly to the provision of medical, life and permanent health insurance.

Share optionsThe Company operates a discretionary share option scheme called The Braemar Seascope Group 1997 Executive Option Scheme (“The 1997 Scheme”) and an all-employee save-as-you-earn option scheme called The Braemar Seascope Group PLC 2003 Savings-Related Share Option Scheme (“The SAYE Scheme”). The total number of shares that may be issued or issuable in any ten-year period under both schemes (or any other Group share schemes) cannot exceed 10% of the Company’s issued share capital (calculated at the date of grant of the relevant option).

The SAYE SchemeUnder The SAYE Scheme options may be granted to employees (including Executive Directors) to acquire a number of shares in the future at a price that is up to 20% below the share price at the time the option is granted. The grant of the option is linked to a contract to make monthly savings to build up the amount required to pay the option exercise price. The SAYE Scheme was first launched in July 2003 and awards have been made on 4 August 2003, 10 June 2004, 21 June 2005 and 5 December 2006. All employees who participate in The SAYE Scheme are entitled to do so on the same terms.

The Remuneration Committee believes The SAYE Scheme, which offers staff a tax effective way of saving money and acquiring an equity interest in the Company, both helps attract and retain staff and aligns the interests of staff and shareholders. As at 28 February 2007, there were options outstanding over 332,194 shares under The SAYE Scheme (2006: 397,854 shares) of which 15,277 shares were under options held by Executive Directors (2006: 25,000 shares).

Discretionary optionsUnder The 1997 Scheme the Remuneration Committee may grant options to employees (including executive directors) to acquire shares in the Company at a price fixed at the market value at the time of grant of the options. Options granted under The 1997 Scheme can normally only be exercised if the performance conditions attached to the options have been met. Under The 1997 Scheme no employee can hold, in any ten-year period, options over shares with a total market value (measured at the date of granting the options), which exceeds four times his remuneration (excluding benefits in kind).

The table showing the Directors’ share incentives is set out on page 21.

Performance conditionsOptions granted under The 1997 Scheme have since July 2002 been subject to a performance condition that the growth in the Company’s average adjusted earnings per share over a period of no less than three financial years must exceed the growth in the retail

prices index (RPI) over the corresponding period by no less than 3% per annum compounded. None of the options granted prior to 2002 remain outstanding. The performance condition was chosen to test whether or not there had been a sustained and significant improvement in the Group’s financial performance over a continuous period. There is no retesting of performance conditions.

The Remuneration Committee determines whether the performance condition has been met using earnings per share information contained in the Group’s Annual Report and Accounts, after obtaining confirmation from the auditors that the calculation has been performed in accordance with the terms of the scheme. During the year the Committee determined that the options granted in August 2003 had met the performance condition and had therefore vested.

The Remuneration Committee considers that discretionary share options can be an appropriate method of incentivising senior executives. While it is the intention to use the new LTIP to incentivise senior management, the grant of options under The 1997 Scheme will remain a possibility. However, the Remuneration Committee proposes to bring the performance conditions attached to any future grant of options under The 1997 Scheme into line with the performance conditions attached to the long-term incentive awards by raising the required rate of growth in average adjusted earnings per share from RPI plus 3% to RPI plus 4%. As at 28 February 2007 there were 368,350 options outstanding under The 1997 Scheme (2006: 525,000 shares), of which 35,000 were held by Executive Directors (2006: 70,000 shares).

Long-Term Incentive Plan (“LTIP”)The Remuneration Committee established a new LTIP during the year which was approved by shareholders at the Annual General Meeting on 21 June 2006. Participation in the plan will initially be limited to executive Directors and senior managers.

The LTIP will deliver benefits to participants in the form of either an option to subscribe for ordinary shares at nominal value or a conditional right to receive ordinary shares. The awards will normally vest over a period of three years, provided there has been sustained and significant improvement in the Group’s financial performance over the corresponding period. It is proposed that the performance targets which will apply to the initial awards made under the LTIP will be based on earnings per share.

The performance test to be applied to the initial awards is based on the Group’s earnings per share over a period of three years. The awards will vest as to 50% of the shares if the Group’s earnings per share has increased by RPI plus 4% and will vest as to 100% of the shares if the Group’s earnings per share has increased by RPI plus 10% and will vest as to between 50% and 100% of the shares on a sliding scale if the Group’s earnings per share has increased by RPI plus more than 4% but less than 10%. Providing the performance test has been met, the awards will vest in three tranches: one third on each of the third, fourth and fifth anniversaries of the date of the awards.

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�0 Braemar Seascope Group plc Annual Report 2007

Non-executive Directors The remuneration of the non-executive Directors is determined by the Board with reference to comparable organisations and roles.

The performance graphSet our below is the Company’s total shareholder return performance over the last five years compared with the FT all share index. The index has been chosen as it represents the overall return achieved in the UK equity market.

It is proposed that, following the publication of these accounts, awards will be made under the LTIP over 20,000 shares to each of the Executive Directors.

Contracts of serviceThe executive Directors have entered into service agreements with the Company and the independent non-executive Directors serve under letters of engagement for an initial three-year term. In the event of early termination of service contracts, each Director is entitled to compensation equal to their basic salary and contractual benefits for the notice period as set out below. The policy on termination payments to Directors is that the Company does not normally make payments beyond its contractual obligations. In exceptional circumstances, an ex-gratia payment may be considered based on the circumstances of the Director’s departure and their past contribution.

Details of Directors’ service contracts are as follows:

Date of Unexpired Notice contract term period

Executive Alan Marsh 30 Nov 04 12 months 12 monthsJames Kidwell 20 Feb 03 12 months 12 monthsDenis Petropoulos 10 Oct 01 12 months 12 monthsQuentin Soanes 7 Mar 01 6 months 6 months

Non-executive Sir Graham Hearne 02 May 06 24 months 1 monthRichard Agutter 18 Nov 04 6 months 1 monthJohn Denholm 07 Dec 05 18 months 1 monthDavid Moorhouse 19 Jan 05 8 months 1 month

Remuneration report for the year ended 28 February 2007 continued

20062002 2003 2004 200550

100

200

250

300

150

2001

2002 20072003 2004 2005 2006

50

100

150

200

250

300

350

400

Braemar Seascope Group plcFTSE All Share

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Braemar Seascope Group plc Annual Report 2007 ��

Directors’ emoluments (audited)For the year ended 28 February 2007 the individual emoluments by Director are as follows:

Performance- Salary/ related Year ended Year ended fees bonus Benefits Pension 28 Feb 07 28 Feb 06 £ £ £ £ £ £

Executive DirectorsAlan Marsh 339,240 290,680 4,124 3,125 637,169 607,970James Kidwell 200,000 174,516 2,432 30,000 406,948 365,572 Denis Petropoulos (1) 22,759 137,258 266 3,414 163,697 n/aQuentin Soanes (1) 25,735 237,258 389 – 263,382 n/aIain Shaw (2) 55,000 – 1,840 8,249 65,089 257,555 Non-executive DirectorsSir Graham Hearne 85,000 – – – 85,000 61,250Richard Agutter 35,000 – – – 35,000 35,000John Denholm 35,000 – – – 35,000 35,000David Moorhouse 35,000 – – – 35,000 35,000

832,734 839,712 9,050 44,788 1,726,284 1,397,247

(1) Appointed 10 January 2007. The performance-related bonus was in respect of their contributions over the whole year and was awarded subsequent to their appointment.

(2) Retired 21 June 2006.

Directors’ share incentives (audited)The numbers of ordinary shares subject to options held by Directors and granted under The 1997 Scheme and under The SAYE Scheme are set out below:

Date options Date of Number at Number at Exercise exercised/ Date options Grant 01 Mar 06 Exercised Granted 28 Feb 07 price (pence) exercisable expire

James Kidwell 1997 Scheme 05 Aug 03 35,000 (35,000) – – 181.5 30 Aug 06 1997 Scheme 15 Jun 04 35,000 – – 35,000 245 15 Jun 07 15 Jun 14 SAYE 04 Aug 03 6,250 (6,250) – – 148 29 Aug 06 SAYE 05 Dec 06 – – 3,009 3,009 314 06 Dec 09 06 Jun 10 Alan Marsh SAYE 10 Jun 04 6,250 – – 6,250 199 10 Jun 07 10 Feb 08 Denis Petropoulos SAYE 04 Aug 03 6,250 (6,250) – – 148 29 Aug 06 SAYE 05 Dec 06 – – 3,009 3,009 314 06 Dec 09 06 Jun 10 Quentin Soanes SAYE 04 Aug 03 6,250 (6,250) – – 148 29 Aug 06 SAYE 05 Dec 06 – – 3,009 3,009 314 06 Dec 09 06 Jun 10

The closing mid-market share price on 28 February 2007 was 400.5 pence and the range of closing prices during the financial year 2006/7 was 353 pence to 464 pence. SAYE options were granted at a 20% discount to the prevailing market price.

At the date of James Kidwell’s 1997 Scheme exercise the share price was 395.5 pence giving an unrealised gain of £74,900 over the exercise price.

At the date of James Kidwell’s, Quentin Soanes’ and Denis Petropoulos’ SAYE Scheme exercises, the share price was 406.25 pence giving them each an unrealised gain of £16,140 over the exercise price.

No other director who served during the year held any share options. Directors’ interests are set out on page 13.

Non-executive Directors are not permitted to participate in The 1997 Scheme or The SAYE Scheme.

John Denholm Chairman, Remuneration Committee 10 May 2007

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�� Braemar Seascope Group plc Annual Report 2007

We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Report of the Directors, the unaudited part of the Remuneration Report, the Chairman’s Statement, the Chief Executive’s review of the business, the Corporate Governance Statement and the five year financial summary. We consider the implications for our report if we become aware of any apparent misstatements or material inconsistencies with the financial statements. Our responsibilities do not extend to any other information.

Basis of audit opinionWe conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to the amounts and disclosures in the financial statements and the part of the Directors’ Remuneration Report to be audited. It also includes an assessment of the significant estimates and judgments made by the directors in the preparation of the financial statements, and of whether the accounting policies are appropriate to the group’s and company’s circumstances, consistently applied and adequately disclosed.

We planned and performed our audit so as to obtain all the information and explanations which we considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the financial statements and the part of the Directors’ Remuneration Report to be audited are free from material misstatement, whether caused by fraud or other irregularity or error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in the financial statements and the part of the Directors’ Remuneration Report to be audited.

OpinionIn our opinion:• the group financial statements give a true and fair view, in

accordance with IFRSs as adopted by the European Union, of the state of the group’s affairs as at 28 February 2007 and of its profit and cash flows for the year then ended;

• the parent company financial statements give a true and fair view, in accordance with IFRSs as adopted by the European Union as applied in accordance with the provisions of the Companies Act 1985, of the state of the parent company’s affairs as at 28 February 2007 and cash flows for the year then ended;

• the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985 and, as regards the group financial statements, Article 4 of the IAS Regulation; and

• the information given in the Directors’ Report is consistent with the financial statements.

PricewaterhouseCoopers LLPChartered Accountants and Registered AuditorsWest London14 May 2007

We have audited the group and parent company financial statements (the ‘‘financial statements’’) of Braemar Seascope Group plc for the year ended 28 February 2007 which comprise the Consolidated Income Statement, the Group and Parent Company Balance Sheets, the Group and Parent Company Cash Flow Statements, the Group and Parent Company Statements of Recognised Income and Expense and the related notes. These financial statements have been prepared under the accounting policies set out therein. We have also audited the information in the Remuneration Report that is described as having been audited.

Respective responsibilities of directors and auditorsThe directors’ responsibilities for preparing the Annual Report, the Directors’ Remuneration Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.

Our responsibility is to audit the financial statements and the part of the Remuneration Report to be audited in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.

We report to you our opinion as to whether the financial statements give a true and fair view and whether the financial statements and the part of the Directors’ Remuneration Report to be audited have been properly prepared in accordance with the Companies Act 1985 and, as regards the group financial statements, Article 4 of the IAS Regulation. We also report to you whether in our opinion the information given in the Report of the Directors is consistent with the financial statements. The information given in the Report of the Directors includes that specific information presented in the Chief Executive’s review that is cross referred from the principal activities and review of business section of the Report of the Directors.

In addition we report to you if, in our opinion, the company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.

We review whether the Corporate Governance Statement reflects the company’s compliance with the nine provisions of the Combined Code (2003) specified for our review by the Listing Rules of the Financial Services Authority, and we report if it does not. We are not required to consider whether the board’s statements on internal control cover all risks and controls, or form an opinion on the effectiveness of the group’s corporate governance procedures or its risk and control procedures.

Independent Auditors’ Report to the members of Braemar Seascope Group plc

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Braemar Seascope Group plc Annual Report 2007 23

Year ended Year ended 28 Feb 2007 28 Feb 2006

Continuing operations Notes £’000 £’000

Revenue 2 107,200 68,497Cost of sales (53,529) (21,271)

Gross profit 53,671 47,226

Operating costs (44,121) (37,336)

Amortisation of other intangibles 12 (284) (287)Impairment of goodwill 11 (950) – Operating costs excluding amortisation of other intangibles and impairment of goodwill (42,887) (37,049)

Operating profit 2,3 9,550 9,890

Finance income 6 335 162Finance costs 6 (16) (2)Share of profit from joint ventures and associates 207 243

Profit before taxation 10,076 10,293Taxation 7 (3,604) (3,115)

Profit for the year 6,472 7,178

Attributable to:Equity holders of the parent 27 6,367 7,178Minority interest 29 105 –

Profit for the year 6,472 7,178

Earnings per ordinary share Basic – pence 9 32.29p 37.03pDiluted – pence 9 31.87p 36.18p

Group Company Year ended Year ended Year ended Year ended 28 Feb 2007 28 Feb 2006 28 Feb 2007 28 Feb 2006 Notes £’000 £’000 £’000 £’000

Profit attributable to shareholders 6,472 7,178 6,015 4,532Foreign exchange differences on retranslation of foreign operations 25 (70) 83 – – Tax on items taken directly to or transferred from equity 7 260 576 – – Cash flow hedges: – Transferred to income statement in year 25 40 (1,401) – – – Losses deferred in equity 25 17 (40) – –

Recognised income and expense for the year 28 6,719 6,396 6,015 4,532

Attributable to: Ordinary shareholders 6,614 6,396 6,015 4,532Minority interest 29 105 – – –

6,719 6,396 6,015 4,532

Consolidated income statementfor the year ended 28 February 2007

Statement of recognised income and expensesfor the year ended 28 February 2007

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24 Braemar Seascope Group plc Annual Report 2007

Balance sheetas at 28 February 2007

Group Company As at As at As at As at 28 Feb 2007 28 Feb 2006 28 Feb 2007 28 Feb 2006Assets Notes £’000 £’000 £’000 £’000

Non-current assets Goodwill 11 22,606 22,480 – – Other intangible assets 12 1,582 462 – – Property, plant and equipment 13 5,478 5,034 – – Investments 14 1,538 1,611 35,927 36,560Deferred tax assets 7 642 510 – – Other receivables 15 81 58 81 58

31,927 30,155 36,008 36,618Current assets Inventories 16 70 – – –Trade and other receivables 17 21,750 17,717 8,137 4,979Derivative financial instruments 18 27 12 – –Cash and cash equivalents 19 14,634 13,567 – 52

36,481 31,296 8,137 5,031

Total assets 68,408 61,451 44,145 41,649

Liabilities Current liabilities Short term borrowings 20 – – 1,507 2,073Derivative financial instruments 18 – 99 – – Trade and other payables 21 29,011 25,490 538 698Current tax payable 2,402 2,224 – – Finance leases 22 – 11 – – Provisions 23 294 288 – –

31,707 28,112 2,045 2,771Non-current liabilities Deferred tax liabilities 7 283 139 – – Provisions 23 169 343 – –

452 482 – – Total liabilities 32,159 28,594 2,045 2,771

Total assets less total liabilities 36,249 32,857 42,100 38,878

Equity Share capital 24 2,023 1,988 2,023 1,988Capital redemption reserve 24 396 396 396 396Share premium 25 8,554 8,046 8,554 8,046Merger reserve 25 21,346 21,346 21,346 21,346Other reserves 25 (722) 47 – –Shares to be issued 26 (1,047) (997) (1,047) (997)Retained earnings 27 5,390 2,031 10,828 8,099

Group shareholders’ equity 28 35,940 32,857 42,100 38,878Minority interest 29 309 – – –

Total equity 28 36,249 32,857 42,100 38,878

The accounts on pages 23 to 49 were approved by the Board of Directors on 10 May 2007 and were signed on its behalf by:

Sir Graham Hearne, Chairman J.R.V. Kidwell, Finance Director

The notes on pages 26 to 49 form part of these accounts

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Braemar Seascope Group plc Annual Report 2007 25

Group Company Year ended Year ended Year ended Year ended 28 Feb 2007 28 Feb 2006 28 Feb 2007 28 Feb 2006 Notes £’000 £’000 £’000 £’000

Cash flows from operating activities Cash generated from operations 30 9,668 13,769 3,624 4,068Interest received 335 156 – – Interest paid (16) (1) (3) (87)Tax paid (3,413) (3,210) – –

Net cash generated from operating activities 6,574 10,714 3,621 3,981

Cash flows from investing activities Dividends received from joint ventures 263 239 – – Acquisition of subsidiaries, net of cash acquired (1,844) (521) – – Purchase of property, plant and equipment (654) (387) – – Proceeds from sale of property, plant and equipment 25 29 – – Purchase of investments – (36) (8) (36)Other long-term assets (23) 37 (23) 37

Net cash used in investing activities (2,233) (639) (31) 1

Cash flows from financing activities Proceeds from issue of ordinary shares 569 535 569 535Dividends paid (3,595) (3,194) (3,595) (3,194)Dividends paid to minority interest (100) – – –Purchase of own shares (50) (360) (50) (360)Payment of principal under finance leases (11) (28) – –

Net cash used in financing activities (3,187) (3,047) (3,076) (3,019)

Increase in cash and cash equivalents 1,154 7,028 514 963

Cash and cash equivalents at beginning of the year 13,567 6,539 (2,021) (2,984)Foreign exchange differences (87) – – –

Cash and cash equivalents at end of the year 14,634 13,567 (1,507) (2,021)

Balance sheet analysis of cash and cash equivalents Cash and cash equivalents 14,634 13,567 – 52Short-term borrowings – – (1,507) (2,073)

Cash and cash equivalents at end of the year 14,634 13,567 (1,507) (2,021)

Cash flow statementfor the year ended 28 February 2007

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26 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

General informationThe Group and Company financial statements of Braemar Seascope Group plc for the year ended 28 February 2007 were authorised for issue in accordance with a resolution of the Directors on 10 May 2007. Braemar Seascope Group plc is a Public Limited Company incorporated in England and Wales.

The term ‘Company’ refers to Braemar Seascope Group plc and ‘Group’ refers to the Company and all of its subsidiary undertakings and the employee share ownership plan trust.

1. Accounting policiesa) Basis of preparationThe Group and Company financial statements have been prepared in accordance with EU Endorsed International Financial Reporting Standards (IFRS), IFRIC interpretations and the Companies Act applicable to companies reporting under IFRS.

The financial statements have been prepared under the historic cost convention except for the derivative financial instruments, which are measured at fair value.

The Group and Company financial statements are presented in pounds sterling and all values are rounded to the nearest thousand pounds (£’000) except where otherwise indicated.

No income statement is presented for Braemar Seascope Group plc as provided by Section 230 of the Companies Act 1985.

The principal accounting policies adopted in the presentation of these financial statements are set out below.

b) Basis of consolidationThe consolidated financial statements incorporate the accounts of the Group and the Company made up to 28 February each year.

The results of subsidiaries, which are entities that are directly or indirectly controlled by the company, are consolidated using the purchase method of accounting, from the date on which control of the net assets and operation of the acquired company are effectively transferred to the Group. Similarly, the results of subsidiaries divested cease to be consolidated from the date on which control of the net assets and operations are transferred out of the Group. Control exists where the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. In assessing control, potential voting rights that are currently exercisable or convertible are taken into account.

The interest of minority shareholders is stated at the minority’s proportion of the value of the assets and liabilities recognised and is presented separately within total equity in the consolidated balance sheet.

Investments in joint ventures and associates and where the Group has significant influence but not control are equity accounted and carried in the balance sheet at cost plus post-acquisition changes in the Group’s share of net assets of the associate or joint venture, less any impairment in value. The income statement reflects the Group’s share of the post-tax result of the joint venture or associate.

All intra-group transactions, balances, income and expenses are eliminated on consolidation.

c) Use of estimates and critical judgementsThe preparation of financial statements in conformity with generally accepted accounting principles requires the use of estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Although these estimates are based on management’s best knowledge of the amount, events or actions, actual results ultimately may differ from those estimates. Principal areas where the assumptions and estimates have a significant risk of causing a material adjustment to the carrying amount of assets and liabilities within the next financial year are estimated impairment of goodwill (see note 11) and provisions (see note 23).

d) Revenue recognitionRevenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the Company and the revenue can be reliably measured.

Revenue of the Group consists of commission arising from tanker and dry cargo charter broking, sale and purchase broking, offshore broking, financial consultancy arrangement fees, fees for the supply of technical and agency services, fees for environmental services and income for the supply of bunkers. The policies for accounting for revenue are as follows: i) Shipbroking – income is recognised when the Company has a contractual entitlement to commission, normally the point at which there is

completion of contractual terms between the principals of a transaction. ii) Agency, forwarding and logistics – agency income is recognised at the point when the ship sails from the port. Forwarding and logistics

income is recognised on a shipment basis. Where the Group acts as a principal rather than as agent, the turnover and costs are shown gross. iii) Technical services – fee income is recognised as invoiced for work performed and/or in accordance with the agreement. iv) Environmental services – revenue is recognised at the contractual rates, as labour hours are delivered and direct expenses incurred. v) Bunker trading – revenue is recognised when sales and purchases of bunkers are contracted.

Revenue of the Company consists of dividends from investments. Dividend income from investments is recognised when the shareholders’ legal rights to receive payment have been established.

e) Foreign currenciesThe functional currency of the Group is pounds sterling. Transactions in currencies other than pounds 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.

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Braemar Seascope Group plc Annual Report 2007 27

In order to manage its exposure to certain foreign exchange risks, the Group enters into derivative financial instruments contracts; mainly forward contracts (see the following page for details of the Group’s accounting policies in respect of such derivative financial instruments).

Assets and liabilities of overseas subsidiaries and associates are translated into pounds 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 dealt with through the foreign currency translation reserve, whilst those arising from trading transactions are dealt with in the income statement. 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.

f ) TaxationThe taxation expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net 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.

Full provision is made for deferred taxation on all taxable temporary differences. Deferred tax assets and liabilities are recognised separately on the balance sheet. Deferred tax assets are recognised only to the extent that they are expected to be recoverable. Deferred taxation is recognised in the income statement unless it relates to taxable transactions taken directly to equity, in which case the deferred tax is also recognised in equity. The deferred tax is released to the income statement at the same time as the taxable transaction is recognised in the income statement. Deferred taxation on un-remitted overseas earnings is provided for to the extent a tax charge is foreseeable.

g) GoodwillOn the acquisition of a business, fair values are attributed to the net assets (including any identifiable intangible assets) acquired. Goodwill arises where the fair value of the consideration given exceeds the fair value of the net assets acquired. Goodwill is recognised as an asset and 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. On the disposal of a business, goodwill relating to that business remaining on the balance sheet is included in the determination of the profit or loss on disposal. Goodwill written off to reserves prior to 1998 has not been reinstated and will not be included in determining any subsequent profit or loss on disposal. As permitted by IFRS1 goodwill on acquisitions arising prior to 1 March 2004 has been retained at prior amounts and will be tested annually for impairment.

h) Other intangible assetsIntangible assets acquired as part of a business combination are stated in the balance sheet at their fair value at the date of acquisition less accumulated amortisation and any provisions for impairment. The amortisation of the carrying value of the capitalised forward order book and customer relationships is charged to the income statement over an estimated useful life determined by either the expected due dates for future income in the case of forward order books or the expected duration of customer relationships. Other intangible assets are amortised over an expected life of two to ten years. The carrying values of intangible assets are reviewed for impairment at least annually or when there is an indication that they may be impaired.

i) Property, plant and equipmentProperty, plant and equipment are shown at historical cost less accumulated depreciation and any impairment in value.

Depreciation is provided at rates calculated to write off the cost, less estimated residual value of each asset, on a straight-line basis over its expected useful life as follows (except for long leasehold interests which are written off against the remaining period of the lease):Motor vehicles – three yearsComputers – four yearsFixtures and equipment – four years

j) InvestmentsInvestments in associates and joint ventures where the Group has significant influence but not control are accounted for under the equity method of accounting. Investments are carried in the balance sheet at cost plus post acquisition changes in the Group’s share in the net assets of associates and joint ventures, less any impairment in value. The income statement reflects the Group’s share of the results of the operations of associates and joint ventures.

Investments in associates and joint ventures together with any other unlisted investments where the Group has no significant influence are booked at cost less any impairment in value.

Investments in the Company are shown at cost less impairment.

k) ImpairmentThe carrying amount of the Group’s assets, other than financial assets within the scope of IAS 39 and deferred tax assets, are reviewed each balance sheet date to determine whether there is an indication of impairment. If any such indication exists, the assets’ recoverable amount is estimated. The recoverable amount is determined based on value in use calculations, which require the use of estimates. An impairment loss is recognised in the income statement whenever the carrying amount of the assets exceeds its recoverable amount.

Where an impairment loss subsequently reverses, the carrying amount of the assets with the exception of goodwill and other intangibles 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 and other intangibles is not subsequently reversed.

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28 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

l) Derivative financial instruments and hedging Derivatives are initially recognised at fair value and are subsequently re-measured at their fair value at each balance sheet date. Recognition of the resulting gain or loss depends on whether the derivative is designated as a hedging instrument and, if it is, the nature of the item being hedged. Changes in the fair value of derivatives that do not qualify for hedge accounting are recognised immediately in the income statement. The Group designates derivatives that qualify for hedge accounting as a cash flow hedge where there is a high probability of the forecast transactions arising. The effective portion of changes in the fair value of these derivatives is recognised in equity. The gain or loss relating to the ineffective portion is recognised immediately in the income statement. Amounts accumulated in equity are dealt with in the income statement at the same time as the gains or losses on the hedged items. When a forecast transaction is no longer expected to occur, the cumulative gains or losses that were reported in equity are immediately transferred to the income statement.

When a hedging instrument expires or is sold, terminated or exercised, or the entity revokes designation of the hedge relationship but the hedged forecast transaction is still expected to occur, the cumulative gain or loss at that point remains in equity and is recognised in accordance with the above policy when the transaction occurs. If the hedged transaction is no longer expected to take place, the cumulative unrealised gain or loss recognised in equity is recognised immediately in the income statement.

The fair value of forward foreign exchange contracts, which are traded in active markets, is based on quoted market prices at the balance sheet date.

m) InventoriesInventories are valued at the lower of cost and net realisable value.

n) Trade and other receivablesTrade and other receivables are recognised and carried at the lower of their original value and recoverable amount. Impairment is made where there is evidence that the balances will not be recovered in full.

o) Cash and cash equivalentsCash and short-term deposits included in the balance sheet comprise cash in hand and short-term deposits with an original maturity of three months or less.

Cash and cash equivalents included in the cash flow statement includes cash and short-term deposits, net of bank overdrafts.

p) ProvisionsProvisions are recognised when the Group has a present obligation (legal or otherwise) as a result of a past event and it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If material, the provisions are discounted using an appropriate current pre-tax interest rate.

q) Share-based paymentsThe fair value at the date of grant of share-based remuneration, principally share options, is calculated using a binomial pricing model and charged to the income statement on a straight-line basis over the vesting period of the award. The charge to the income statement takes account of the estimated number of shares that will vest. All share-based remuneration is equity settled. The balance sheet entry is included in reserves. Shares issued in respect of the deferred bonus plan are valued at the market value on the date the shares are purchased.

The Company reflects the fair value of the share-based payments as an investment in its subsidiaries.

The Group has taken advantage of the transitional provisions IFRS 2 “Share-based Payments” in respect of equity settled awards and has applied IFRS2 only to equity settled awards granted after 7 November 2002 that had not vested before 1 March 2005.

r) Commissions payableCommissions payable to clients are recognised in trade creditors due within one year on the earlier of the date of invoicing or the date of receipt of cash.

s) Pension scheme arrangementsThe Group operates several defined contribution pension schemes. The assets of the schemes are held separately from those of the Company in an independently administered fund. The pension cost charge represents contributions payable by the Company to the fund.

t) LeasingA finance lease is a lease that transfers substantially all the risks and rewards of ownership of an asset. Assets acquired under finance leases are recorded in the balance sheet as property, plant and equipment at their fair value and depreciated over the shorter of their estimated useful lives and their lease terms. Obligations under such agreements are included in liabilities net of the finance charge allocated to future periods. All other leases are operating leases, and the rental of these is charged to the income statement as an expense on a straight-line basis over the lease term. Operating lease income is recognised in the income statement as it is earned.

u) Segmental analysisThe Group’s primary segmental analysis is based on its five business segments: Shipbroking; Ship agency, forwarding and logistics; Technical shipping support; Environmental services; and Bunker trading. This is consistent with the way the Group manages itself and with the format of the Group’s internal financial reporting.

The secondary analysis is presented according to the geographic markets comprising UK and Australia and the rest of the world. The Group’s geographical segments are determined by the location of the Group’s assets and operations.

Costs are allocated between segments on an actual basis.

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Braemar Seascope Group plc Annual Report 2007 29

v) DividendsDividend distribution to the Company’s shareholders is recognised as a liability in the Group’s financial statements in the period in which the dividends are approved by the Company’s shareholders.

w) New standards and interpretations not appliedDuring the year, the IASB and IFRIC have issued standards and interpretations for accounting periods beginning on or after the effective dates detailed in the table below. In all instances the effective date is after the beginning of the current reporting period.

International Accounting Standards (IAS/IFRS) Effective date

IFRS 7 Financial Instruments: Disclosures 1 January 2007IAS 1 Amendment – Presentation of Financial Statements: Capital Disclosures 1 January 2007IFRS 8 Operating Segments 1 January 2009

International Financial Reporting Interpretations Committee (IFRIC) Effective date

IFRIC 8 Scope of IFRS 2 1 May 2006IFRIC 9 Reassessment of Embedded Derivatives 1 June 2007IFRIC 10 Interim Financial Reporting and Impairment 1 November 2006IFRIC 11 IFRS2 – Group and Treasury Shares Transactions 1 March 2007IFRIC 12 Service Concession Arrangements 1 January 2008

The directors do not anticipate that the adoption of these standards and interpretations will have a material impact on the Group’s financial statements in the period of initial application.

2. Segmental informationa) Business segmentsFor management purposes, the Group is currently organised into five operating divisions: Shipbroking; Ship agency, forwarding and logistics; Technical shipping support; Environmental services; and Bunker trading. These divisions are the basis on which the Group reports its primary segment information. Revenue Profit for the year 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Shipbroking* 40,530 39,745 8,749 9,003Ship agency, forwarding & logistics 23,449 15,851 911 568Technical shipping support 6,623 5,202 553 289Environmental services 3,229 – 225 –

Revenue / operating profit excluding bunker trading and impairment 73,831 60,798 10,438 9,860Bunker trading 33,369 7,699 62 30

Revenue / operating profit excluding impairment 107,200 68,497 10,500 9,890Impairment – shipbroking* – – (950) –

Revenue / operating profit 107,200 68,497 9,550 9,890

Finance income – net 319 160Share of profit from joint ventures and associates 207 243

Profit before taxation 10,076 10,293Taxation (3,604) (3,115)

Profit for the year 6,472 7,178Minority interests – ship agency, forwarding and logistics (105) –

Profit for the year attributable to shareholders 6,367 7,178

* Shipbroking operating profit for the year ending 28 February 2006 is £7,799,000 ( 2006: £9,003,000).

There are no sales between the business segments. Depreciation and amortisation Capital additions of intangible assets 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Shipbroking 1,873 242 335 445Ship agency, forwarding & logistics 592 1,526 314 175Technical shipping support 54 5 9 6Environmental services 951 – 144 –

Operating group excluding bunker trading 3,470 1,773 802 626Bunker trading – 1 – –

Operating group 3,470 1,774 802 626

Capital expenditure comprises additions to property, plant and equipment, goodwill and other intangibles including additions resulting from business acquisitions.

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30 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

2. Segmental information continued Assets Liabilities Net assets 2007 2006 2007 2006 2007 2006 £’000 £’000 £’000 £’000 £’000 £’000

Shipbroking 38,762 33,703 17,366 14,348 21,396 19,355Ship agency, forwarding & logistics 7,134 6,878 8,240 7,633 (1,106) (755)Technical shipping support 1,575 1,867 90 268 1,485 1,599Environmental services 2,099 – 925 – 1,174 –

Operating group excluding bunker trading 49,570 42,448 26,621 22,249 22,949 20,199Bunker trading 2,024 3,315 2,853 3,982 (829) (667)

Operating group 51,594 45,763 29,474 26,231 22,120 19,532Cash and cash equivalents 14,634 13,567 – – 14,634 13,567Taxation 642 510 2,685 2,363 (2,043) (1,853)Share of joint ventures and associates 755 828 – – 755 828Other investments 783 783 – – 783 783

Group 68,408 61,451 32,159 28,594 36,249 32,857

Segment assets consist primarily of intangible assets (including goodwill), tangible fixed assets, receivables and other assets. Receivables for taxes, cash and cash equivalents and investments have been excluded. Segment liabilities relate to the operating activities and exclude liabilities for taxes and short-term borrowings.

b) Geographical segment – by origin of invoiceThe Group manages its business segments on a global basis. The operations are based in two main geographical areas being the UK and Australia. The UK is the home country of the parent.

Revenue Capital additions Assets 2007 2006 2007 2006 2007 2006 £’000 £’000 £’000 £’000 £’000 £’000

United Kingdom 69,522 56,441 3,241 1,727 45,715 41,453Australia 36,164 10,963 8 45 5,668 4,290Rest of World 1,514 1,093 5 2 111 20

Operating group 107,200 68,497 3,254 1,774 51,594 45,763

c) Revenue analysisAll revenue arises from the rendering of services and the provision of goods in respect of bunker trading.

3. Operating profitOperating profits from continuing operations represent the results from operations before share of profits of joint ventures and associates, finance income, finance costs and taxation.

This is stated after charging/(crediting): 2007 2006 Notes £’000 £’000

Staff costs 4 28,632 26,558Depreciation on tangible fixed assets of which leased assets £nil ( 2006: £2,000) 13 518 339 Amortisation of other intangible assets 12 284 287Impairment of goodwill 11 950 – Operating lease rentals: – Land and buildings 568 346 – Other 93 11Profit on sale of tangible fixed assets (12) – Movements in bad debt provisions 145 139Auditors’ remuneration 5 292 263Freight and haulage – cost of sales 15,249 9,548Bunker payments – cost of sales 32,871 7,516Payments to sub contractors – cost of sales 5,409 4,207Other operating costs 12,889 9,393Net foreign exchange losses / (gains) (238) (1,009)

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Braemar Seascope Group plc Annual Report 2007 31

4. Staff costsa) Staff costs for the Group during the year (including Directors) 2007 2006 Notes £’000 £’000

Salaries and wages 24,080 22,243Other pension costs 32 1,577 1,699Social security costs 2,666 2,372Share-based payments 309 244

28,632 26,558

No staff costs were incurred by the Company.

The numbers above include remuneration and pension entitlements for each Director. Details are included in the Remuneration Report on page 18.

b) Average number of full time employees 2007 2006 Number Number

Shipbroking 205 189Ship agency, forwarding & logistics 149 120Technical shipping support 18 17Environmental services 39 –Bunker trading 2 2

413 328

The Company had no employees.

c) Key management compensation (including Directors)The remuneration of key management including the eight Directors and one former Director of the Group is set out below. Two of these Directors were only Board Directors for part of the year but were key management employees for the entire year. Further information about the remuneration of individual Directors is provided in the Directors’ Remuneration Report on page 18.

2007 2006 £’000 £’000

Salaries and short-term employee benefits 2,110 2,894Post-employment benefits 86 515Share-based payments 17 19

2,213 3,428

Number of key management employees 9 10

5. Auditors’ remunerationA more detailed analysis of auditors’ services is given below: Group Company 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Audit services – Fees payable to company auditor for Company and Group 111 108 5 5Non-audit services Fees payable to the Group’s auditor and its associates for other services: – The audit of the Group’s subsidiaries pursuant to legislation 72 37 – – – Other services 25 45 – – – Tax services 84 93 – –

292 283 5 5

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32 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

6. Finance income/(costs) – net 2007 2006 £’000 £’000

Finance income: – Interest on bank deposits 335 162

Total finance income 335 162

Finance costs: – Interest payable on bank loans and other loans (16) – – On finance leases – (2)

Total finance costs (16) (2)

Finance income / (costs) – net 319 160

7. Taxationa) Analysis of charge in year 2007 2006 £’000 £’000

Current tax UK Corporation tax charged to the income statement 3,697 3,148UK adjustment in respect of prior years (68) 16Overseas tax on profits in the year 115 –Overseas adjustment in respect of prior years (16) 124

Total current tax 3,728 3,288

Deferred tax UK current year origination and reversal of timing differences (69) (215)UK adjustment in respect of prior years (1) 17Overseas current year origination and reversal of timing differences (22) 12Overseas adjustment in respect of prior years (32) 13

Total deferred tax (124) (173)

Taxation 3,604 3,115

The effective tax rate is higher in the year ended 28 February 2007 as a result of the impact of the impairment of goodwill. 2007 2006Tax on items charged to equity £’000 £’000

Current tax liability debit on exercised stock options (242) –Deferred tax credit on stock options (37) (144)Deferred tax credit on cash flow hedges 19 (432)

Tax credit in the statement of recognised income and expense (260) (576)

2007 2006Reconciliation between expected and actual tax charge £’000 £’000

Profit before tax 10,076 10,293

Profit before tax at standard rate of UK corporation tax of 30% (2006: 30%) 3,023 3,088Expenses not deductible for tax purposes 760 299Temporary differences – (245)Joint venture income not subject to UK tax (62) (73)Prior year adjustments (117) 46

Total tax charge for the year 3,604 3,115

b) Deferred tax asset As at As at 28 Feb 2007 28 Feb 2006Analysis of the deferred tax asset £’000 £’000

Accelerated capital allowances (includes £108,000 (2006: £64,000) of overseas accelerated capital allowances) 114 184Short-term timing differences 528 326

642 510

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Braemar Seascope Group plc Annual Report 2007 33

7. Taxation continued 2007 2006The movement in the deferred tax asset £’000 £’000

Balance at beginning of year 510 309Movement to income statement 107 45Movement to reserves 25 156

Balance at end of year 642 510

The closing deferred tax asset includes £53,000 (2006: £199,000) expected to reverse within the next 12 months of the balance sheet date.

c) Deferred tax liabilities As at As at 28 Feb 2007 28 Feb 2006Analysis of the deferred tax liability £’000 £’000

Short-term timing differences (283) (139)

(283) (139)

2007 2006The movement in the deferred tax liability £’000 £’000

Balance at beginning of year (139) (526)Acquisition in the year (see note 31) (217) (161)Movement to goodwill (see note 11) 61 –Movement to reserves (5) 420Movement to income statement 17 128

Balance at end of year (283) (139)

The closing deferred tax liability includes £9,000 (2006: £31,000) expected to reverse within the next 12 months of the balance sheet date.

There is no unprovided deferred tax (2006: £nil).

d) Proposed reduction of the rate of UK corporation taxProposals before the UK Parliament will reduce the rate of UK corporation tax from 30% to 28% with effect from 1 April 2008. Had this change been applied to the year ended 28 February 2007, the deferred tax asset would have been £603,000 and the deferred tax liability would have been £256,000.

8. DividendsAmounts recognised as distributions to equity holders in the year: 2007 2006 £’000 £’000

Ordinary shares of 10 pence each Final of 11.5 pence per share for the year ended 28 February 2006 (2005: 10.0 pence per share) 2,255 1,902Interim of 6.75 pence per share paid (2006: 6.5 pence per share) 1,340 1,271

3,595 3,173

In addition, the Directors are proposing a final dividend in respect of the financial year ended 28 February 2007 of 12.25 pence per share which will absorb an estimated £2.4 million of shareholders’ funds. It will be paid on 31 July 2007 to shareholders who are on the register of members on 6 July 2007. The proposed final dividend is subject to approval by the shareholders at the Annual General Meeting and has not been included as a liability in these financial statements.

The right to receive dividends on the shares held in the Employee Share Ownership Plan (ESOP) has been waived (see note 26). The dividend saving through the waiver is £59,000 (2006: £53,000).

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34 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

9. Earnings per shareBasic earnings per share is calculated by dividing the earnings attributable to ordinary shareholders by the weighted average number of ordinary shares outstanding during the year, excluding 331,495 ordinary shares held by the employee share trust (2006: 321,495) which are treated as cancelled.

For diluted earnings per share, the weighted average number of ordinary shares in issue is adjusted to assume conversion of all dilutive ordinary shares. The Group has one class of potential dilutive ordinary shares being those granted to employees where the exercise price is less than the average market price of the Company’s ordinary shares during the year.

2007 2007 2007 2006 2006 2006 Weighted average Per share Weighted average Per share Earnings number amount Earnings number amount £’000 of shares pence £’000 of shares pence

Profit for the year attributable to shareholders 6,367 19,715,846 32.29 7,178 19,385,615 37.03Effect of dilutive share options – 264,693 (0.42) – 452,339 (0.85)

Fully diluted earnings per share 6,367 19,980,539 31.87 7,178 19,837,954 36.18

The Directors have presented an additional measure of earnings per share based on earnings attributable to shareholders excluding impairments to allow comparison of underlying trading performance on a consistent basis.

2007 2007 2007 2006 2006 2006 Weighted average Per share Weighted average Per share Earnings number amount Earnings number amount £’000 of shares pence £’000 of shares pence

Basic earnings from above 6,367 19,715,846 32.29 7,178 19,385,615 37.03Impairment of goodwill 950 – 4.82 – – –

Adjusted earnings per share 7,317 19,715,846 37.11 7,178 19,385,615 37.03

10. Profit for the financial yearIn accordance with the exemptions allowed by section 230 of the Companies Act 1985, the Company has not presented its own profit and loss account. Of the results for the year to 28 February 2007 a profit of £6,015,000 (2006: profit of £4,532,000) has been dealt with in the accounts of the Company.

11. GoodwillGroup £’000

Cost At 1 March 2005 28,225Additions 828

At 28 February 2006 29,053Adjustment to previously reported goodwill (30)Additions (see note 31) 1,106

At 28 February 2007 30,129

Accumulated depreciation and aggregate impairment At 1 March 2005 6,573Movement in year –

At 28 February 2006 6,573Impairment recognised in the year 950

At 28 February 2007 7,523

Net book value at 28 February 2007 22,606

Net book value at 28 February 2006 22,480

During the year ended 28 February 2006 the company acquired Geo A Morrisons & Co (Leith) Limited with a net asset fair value of £84,000 for an estimated consideration of £435,000 (cash paid £254,000, with a deferred consideration of £181,000), resulting in goodwill on acquisition of £351,000. During the year ending 28 February 2007 the post-acquisition criteria relating to the deferred consideration have been completed and the total consideration has been reduced by £119,000. In addition, the fair value adjustment of £61,000 relating to the deferred tax on the capitalised customer relations and forward order book is not required. Accordingly goodwill arising on the acquisition of Geo A Morrisons & Co (Leith) Limited has been reduced to £171,000.

Similarly, the group acquired Planetwide Group Limited with a net asset fair value of £311,000 for an estimated total consideration of £788,000 which included deferred consideration of £350,000. Following completion of the post-performance criteria the total consideration has been increased to £938,000 and the resulting goodwill has increased from £477,000 as at 28 February 2006 to £627,000 as at 28 February 2007.

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Braemar Seascope Group plc Annual Report 2007 35

11. Goodwill continuedDetails of the acquisitions which took place during the year ended 28 February 2007 can be found in note 31.

All goodwill is allocated to cash-generating units. The allocation of goodwill to cash-generating units is as follows: 2007 2006 £’000 £’000

Braemar Seascope Limited 17,399 17,399Braemar Seascope Pty Limited 3,099 4,049Wavespec Limited 204 204Geo A Morrisons & Co (Leith) Limited 171 351Planetwide Group Limited 627 477Gorman Cory Limited 27 –DV Howells Limited 365 –Braemar Container Shipping & Chartering Limited 714 –

22,606 22,480

These cash generating units represent the lowest level within the Group at which goodwill is monitored for internal management purposes.

The Group assesses the carrying value of goodwill with reference to recoverable amounts which are measured based on value in use. The forecast cash flows were based on the approved annual budget for the next financial year and management projections for the following four years which are based on estimated growth rates for revenue and costs plus a terminal value after the five-year projections. The growth rates used for revenue and costs were specific for each cash-generating unit and range from 2% to 3.5%. The terminal value is derived as a function of the discount rate and the growth rate after the fifth year. Management believes the forecast cash flows are achievable. Post-tax cash flows were discounted using an after tax discount rate of 7.2% for UK cash-generating units, being the Group’s weighted average cost of capital. Overseas forecast post-tax cash flows were discounted at 9.5%. Where an impairment has been identified a pre-tax rate has been applied to pre-tax forecast cash flows.

During the year ended 28 February 2007, an impairment charge of £950,000 in respect of Braemar Seascope Pty Limited was charged to the income statement. The impairment resulted from the activities of the Australian company performing below the expectations at acquisition. The recoverable amount for the cash generating unit was measured based on a value in use calculation. A pre-tax discount rate of 12.6% was used in the value in use calculation. The major sensitivities and their effect on the overall value are: growth in income, where a change of 1% adds approximately £750,000 to the value and increase in costs where a 1% change reduces the valuation by £550,000 and a 1% increase in the discount rate reduces the valuation by approximately £300,000.

The Company has no goodwill.

12. Other intangible assetsGroup £’000

Cost At 1 March 2005 215Additions 534

At 28 February 2006 749Additions – acquired on acquisition of subsidiary (see note 31) 1,404Exchange adjustments –

At 28 February 2007 2,153

Amortisation At 1 March 2005 – Charge for the year included in operating costs 287

At 28 February 2006 287Charge for the year included in operating costs 284

At 28 February 2007 571

Net book value at 28 February 2007 1,582

Net book value at 28 February 2006 462

In arriving at a valuation of customer relationships the Group has estimated attrition rates for non-contractual customer relationships and a discount rate of 7.2% has been applied to these amounts. During the year ended 28 February 2007, the Group capitalised the value of the customer relationships following the acquisition of the 50% interest in Braemar Container Shipping and Chartering Limited (£442,000) and DV Howells Limited (£180,000). Amortisation of these assets is charged to the income statement on a straight-line basis over ten and five years respectively. A further £282,000 has been capitalised for the forward order book for Braemar Container Shipping and Chartering Limited. This is charged to the income statement over a period of five years.

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36 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

12. Other intangible assets continuedFollowing the acquisition of Gorman Cory Limited on 1 March 2006, the group capitalised contracts to the value of £500,000. The contracts have an expected life of five years.

During the year ended 28 February 2006, the Group capitalised the value of the customer relationships following the acquisition of Geo A Morrisons & Co (Leith) Limited (£160,000) and Planetwide Group Limited (£332,000). Amortisation of these assets is charged to the income statement on a straight-line basis over five years. A further £42,000 has been capitalised for the forward order book for Geo A Morrisons & Co (Leith) Limited. This was fully amortised by 28 February 2006.

The Company has no intangible assets.

13. Property, plant and equipment Fixtures & Motor vehicles Computers equipment Long leasehold Short leasehold TotalGroup £’000 £’000 £’000 £’000 £’000 £’000

Cost or fair value At 1 March 2005 9 582 766 4,532 271 6,160Additions at cost – 111 190 86 – 387Acquisition of subsidiaries – – 25 – – 25Disposals – – (48) – – (48)Exchange differences 1 10 22 – – 33

At 28 February 2006 10 703 955 4,618 271 6,557Additions at cost 89 381 181 3 – 654Acquisition of subsidiaries (see note 31) 160 15 161 – – 336Disposals (19) – (34) – – (53)Exchange differences (1) (14) (23) – – (38)

At 28 February 2007 239 1,085 1,240 4,621 271 7,456

Accumulated depreciation At 1 March 2005 – 369 444 350 37 1,200Charge for the year 2 54 203 70 10 339Disposals – – (36) – – (36)Exchange differences – 3 17 – – 20

At 28 February 2006 2 426 628 420 47 1,523Charge for the year 62 155 196 85 20 518Disposals (8) – (32) – – (40)Exchange differences – (5) (18) – – (23)

At 28 February 2007 56 576 774 505 67 1,978

Net book value at 28 February 2007 183 509 466 4,116 204 5,478

Net book value at 28 February 2006 8 277 327 4,198 224 5,034

The net book value of property, plant and equipment includes an amount of £nil (2006: £9,000) in respect of assets held under finance leases.

At 28 February 2007, Group entered into contractual commitments for the acquisition of property, plant and equipment amounting to £nil (2006: £nil).

The Company has no tangible fixed assets.

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Braemar Seascope Group plc Annual Report 2007 37

14. Investments Associate Unlisted Joint ventures undertakings investments TotalGroup £’000 £’000 £’000 £’000

Goodwill – 322 – 322Share of net assets / cost 383 67 783 1,233

At 1 March 2005 383 389 783 1,555Purchase of investments – Share of net assets 18 – – 18 – Goodwill 18 – – 18Reclassifications – Share of net assets 67 (67) – – – Goodwill 322 (322) – – Exchange differences 16 – – 16Dividends received (239) – – (239)Share of joint ventures profits retained 243 – 243

Goodwill 340 – – 340Share of net assets / cost 488 – 783 1,271

At 28 February 2006 828 – 783 1,611Conversion of joint venture to subsidiary – Share of net assets (4) – – (4)Exchange differences (13) – – (13)Share of joint ventures profits retained 207 – – 207Dividends received (263) – – (263)

Goodwill 340 – – 340Share of net assets / cost 415 – 783 1,198

At 28 February 2007 755 – 783 1,538

Braemar Container Shipping & Chartering Limited was a joint venture until 1 September 2006 when the Company became a wholly-owned subsidiary (see note 31).

On 28 April 2005 the Group and the Company invested £36,000 for a 10% interest in Braemar Quincannon Pte Limited at which point the associate company became a joint venture.

All Company investments are accounted for at cost less impairment. Associate / joint venture Unlisted Subsidiaries undertakings investments TotalCompany £’000 £’000 £’000 £’000

Cost At 1 March 2005 38,344 376 641 39,361Share based payments 244 – – 244Additions – 36 – 36

Consideration adjustment (see note 35) (2,194) – – (2,194)

At 28 February 2006 36,394 412 641 37,447Share-based payments 309 – – 309Additions 8 – – 8

At 28 February 2007 36,711 412 641 37,764

Impairment At 1 March 2005 and 28 February 2006 887 – – 887Write down of investment in Braemar Seascope Pty Limited 950 – – 950

At 28 February 2007 1,837 – – 1,837

Net book value at 28 February 2007 34,874 412 641 35,927

Net book value at 28 February 2006 35,507 412 641 36,560

The Company invested £309,000 (2006: £244,000) in the subsidiaries of the Group in respect of share-based payment charges incurred in the year (see note 24).

In addition, the Company acquired all issued share capital of DV Howells Limited (£1,000) and purchased the issued share capital of Braemar Seascope (Dry Cargo) Pte Limited (£7,000).

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38 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

14. Investments continuedA list of principal operating subsidiary and joint venture undertakings is as follows:

a) SubsidiariesParticulars of subsidiary undertakings are as follows: Percentage of Percentage of ordinary shares ordinary shares Name of company Country Principal activity directly owned indirectly owned

Braemar Seascope Limited England & Wales Shipbroking 100%Braemar Seascope Valuation Limited England & Wales Valuations 100%Cory Brothers Shipping Agency Limited England & Wales Ship agents 100%Braemar Seascope Pty Limited Australia Shipbroking 100%Wavespec Limited England & Wales Marine consultants 100%Planetwide Limited England & Wales Logistics 100%Braemar Container Shipping & Chartering Limited England & Wales Shipbroking 100%Geo A Morrisons & Co (Leith) Limited England & Wales Ship agents 100%DV Howells Limited England & Wales Environmental services 100%Gorman Cory Limited England & Wales Ship agents 41%Braemar Seascope (Dry Cargo) Pte Limited Singapore Shipbroking 100%

All subsidiaries have been owned at both 28 February 2006 and 2007 with the exception of DV Howells Limited, Gorman Cory Limited and Braemar Seascope (Dry Cargo) PTE Limited which were acquired during the year ended 28 February 2007.

Braemar Container Shipping & Chartering Limited was a joint venture until 1 September 2006 when the Company became a wholly-owned subsidiary (see note 31).

The Group acquired 41% of Gorman Cory Limited on 1 March 2006 ( see note 31). From acquisition, the Group has the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities and therefore has effective control. The Group has therefore accounted for this entity as a subsidiary.

b) Joint venturesParticulars of the joint venture companies which have been equity accounted are as follows: Percentage of Percentage of ordinary shares ordinary shares owned owned Name of company Country Principal activity 2007 2006

Braemar Quincannon Limited England & Wales Shipbroking 50% 50%Braemar Seascope India (Private) Limited India Shipbroking 50% 50%Braemar Quincannon Pte Limited Singapore Shipbroking 50% 50%

Braemar Container Shipping & Chartering Limited was a joint venture until 1 September 2006 when the Group purchased the remaining 50% of the ordinary share capital (see note 31).

The share capital of Braemar Quincannon Pte Limited is owned by the Company. All other joint ventures are indirectly owned by the Group.

All joint venture companies prepare their statutory accounts as at 28 February with the exception of Braemar Seascope India (Private) Limited (31 March) and Braemar Quincannon Pte Limited (31 December).

In relation to the Group’s interest in joint ventures, the assets, liabilities, income and expenses are shown below: 2007 2006 £’000 £’000

Current assets 508 669Non-current assets 33 37Current liabilities (124) (213)Non-current liabilities (2) (5)

415 488

Income 1,562 1,622Expenses (1,185) (1,309)

377 313Taxation (170) (70)

Share of post-tax results 207 243

Braemar Container Shipping & Chartering Limited has not been included in the balance sheet information as at 28 February 2007 as it was accounted for as a subsidiary.

The joint ventures have no significant contingent liabilities to which the Group is exposed.

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Braemar Seascope Group plc Annual Report 2007 39

14. Investments continuedc) Unlisted investmentsThe Group’s unlisted shares principally include 1,200 (20%) ordinary £1 shares in London Tankers Brokers Panel and 7,500 (25%) ordinary £1 shares London Ship Valuation Panel. These have been treated as investments and not equity accounted as the Company does not have significant influence as all investors in these companies have equivalent proportional influence. Subsequent to the year end the Company reduced its interest in London Tankers Brokers Panel to 16.7% following the sale of 200 shares for consideration of £200,000.

The unlisted investments are shown at cost since the potential market for the shares is restricted and therefore their fair value cannot be measured reliably.

15. Other receivablesOther receivables of £81,000 (2006: £58,000) comprises of non-interest bearing loans to 16 (2006: 18) employees of Braemar Seascope Limited repayable over three years.

16. InventoriesInventories of £70,000 carried on the balance sheet at 28 February 2007 comprise raw materials.

17. Trade and other receivables Group Company 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Trade receivables 18,699 15,449 – – Amounts due from subsidiary undertakings – – 7,526 4,342Other receivables 1,284 1,033 611 637Prepayments and accrued income 1,767 1,235 – –

21,750 17,717 8,137 4,979

Concentrations of credit risk with respect to trade receivables are limited due to the Group’s customer base being large and unrelated. Due to this, the Directors believe there is no further credit risk provision required in excess of normal provisions for doubtful receivables, estimated by the Group’s management based on prior experience and their assessment of the current economic environment.

Included in the total trade receivables balance is £10.0 million (2006: £10.0 million) denominated in US dollars.

The Directors consider that the carrying amount of trade receivables approximate their fair value.

18. Derivative and other financial instrumentsa) Currency riskThe Group’s currency risk exposure arises as a result of the majority of its earnings being denominated in US dollars while the majority of its costs are denominated in pounds sterling. The Group manages the exposure to currency variations by spot and forward currency sales and other derivative currency contracts.

At 28 February 2007 the Group had entered into forward contracts in the ordinary course of business for the sale of US dollars amounting to US$6.0 million (28 February 2006: US $14.5 million), expected to mature between April 2007 and May 2007.

During the year ended 28 February 2007, the Group also had the right to sell US$1.1 million for Australian $s at a rate of US$0.78=AU$1, in each of the months March 2007 through to July 2007.

In addition at 28 February 2006, the Group had entered into a variable forward window agreement to sell US$12.0 million in US$ 1.0 million tranches between 31 March 2005 and 2 March 2006.

The fair value/carrying value of the derivative financial instruments of the Group is as follows: 2007 2006

Book value Fair value Book value Fair value Financial instruments £’000 £’000 £’000 £’000

Forward currency contracts Assets 17 17 12 12Liabilities – – (52) (52) Currency options Assets / (liabilities) 10 10 (47) (47)

The net fair value of forward currency contracts that are designated and effective as cash flow hedges amounts to a £17,000 asset (2006: £40,000 liability) which has been deferred in equity.

Amounts of £40,000 (2006: £1.4 million charge) have been credited to the income statement in respect of forward contracts which have matured during the period.

Amounts of £47,000 (2006: £62,000 charge) have been credited to the income statement in respect of currency options that have matured during the year.

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40 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

18. Derivative and other financial instruments continuedChanges in the fair value of currency options amounting to £10,000 have been credited to the income statement in the year (2006: £122,000 charge).

The fair value of financial instruments is based on quoted market prices at the balance sheet date.

b) Interest rate riskThe Group minimises its exposure to interest rate risk by pooling sterling cash balances across the Group (see note 20).

The following table sets out the carrying amount, by maturity, of the Group’s financial instruments which are exposed to interest rate risk.

2007 2006 Within one year Within one yearGroup £’000 £’000

Fixed rate: Finance leases (see note 22) – (11)Floating rate: Cash and cash equivalents (see note 19) 14,634 13,567

14,634 13,556

2007 2006 Within one year Within one yearCompany £’000 £’000

Floating rate: Cash and cash equivalents (see note 19) – 52Short term borrowings (see note 20) (1,507) (2,073)

(1,507) (2,021)

Cash balances are held on overnight deposits at floating rates depending on the prevailing market rates for the amount of funds deposited.

The other financial instruments of the Group are non-interest bearing.

c) Banking FacilitiesThe Group has an overdraft facility for £3.0 million (2006: multi-option facility of £4.0 million). At 28 February 2007 none of the facility had been drawn (2006: £nil). The Group operates a pooled banking facility for all sterling current account balances across the Group and has the legal right of offset. The Company and its subsidiaries have provided cross guarantees and fixed and floating rate charges over their assets to secure the above overdraft facility.

d) Credit riskThere are no significant concentrations within the Group or Company (see note 20 for details of bank offset arrangement).

19. Cash and cash equivalentsCash and cash equivalents comprise cash held by the Group (2007: £14.6 million; 2006: £13.5 million) and Company (2007: £nil ; 2006: £52,000). Cash balances are held on overnight deposits at floating rates depending on the prevailing market rates for the amount of future funds deposited.

The carrying amount of these assets approximates their fair value.

20. Short-term borrowings 2007 2006Company £’000 £’000

Short-term borrowings 1,507 2,073

The Group has no short-term borrowings.

Short-term borrowings comprise the net bank overdraft facility repayable on demand or within 12 months. The Group operates a pooled banking facility for all sterling current account balances across the Group and has the legal right of offset. The Company’s short-term borrowings reflect the Company’s contribution to the pooling arrangement. The bank overdraft bears interest based on LIBOR.

The Directors consider the carrying amount approximates the fair value of these liabilities.

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Braemar Seascope Group plc Annual Report 2007 41

21. Trade and other payables Group Company 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Trade payables 15,518 12,842 – – Amounts owed from subsidiary undertakings – – 525 685Other taxation and social security 709 504 – – Deferred consideration 1,123 531 – – Other payables 166 567 13 13Other accruals and deferred income 11,495 11,046 – –

29,011 25,490 538 698

Included within deferred consideration is £738,000 being an estimate of the future consideration payable to acquire the remaining shares in Gorman Cory Limited. Half of this amount is payable after more than one year (note 31c).

The average credit period taken for trade payables is 26 days (2006: 22 days). The Directors consider that the carrying amount of trade payables approximates their fair value.

22. Finance leasesThe future minimum lease payments under finance leases, together with the present value of minimum lease payments are as follows:

Present value of Minimum lease payments minimum lease payments 2007 2006 2007 2006Group £’000 £’000 £’000 £’000

Within one year – 11 – 11

The weighted average lease term at 26 February 2006 was six months. Interest rates were fixed at the contract date. The Group’s obligations under finance leases are secured by the lessors’ charges over the leased assets. The fair value of the Group’s leased obligations approximates their carrying value.

23. Provisions Employee Onerous lease entitlements Total £’000 £’000 £’000

At 1 March 2006 577 54 631Foreign exchange – (3) (3)Charged in the year 103 – 25Utilised in the year (262) – (184) Other movements – (6) (6)

At 28 February 2007 418 45 463

The onerous lease provision is principally in respect of the shortfall in rent taking account of sub-lease income until the lease expires in connection with one property and is expected to be utilised over the next year and a half.

Employee entitlements relate to statutory long service leave in Australia.

The maturity profile of the provisions is as follows: 2007 2006 £’000 £’000

Within one year 294 288

Current liabilities 294 288 Between one and two years 169 176Between two and five years – 167

Non-current liabilities 169 343

Total provisions 463 631

The Company has no provisions.

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42 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

24. Share capital 2007 2006 2007 2006

Group and Company Number Number £’000 £’000

a) Authorised Ordinary shares of 10 pence each 34,903,000 34,903,000 3,490 3,490 2007 2006 2007 2006 Number Number £’000 £’000

b) Allotted and issued Fully paid ordinary shares of 10 pence each As at beginning of year 19,876,768 19,453,316 1,988 1,945Shares issued and fully paid 339,173 388,452 34 39Shares issued and unpaid 15,400 35,000 1 4

As at end of year 20,231,341 19,876,768 2,023 1,988

During the year ended 28 February 2007, 77,900 shares were issued at 137.5 pence and 77,250 shares were issued at 181.5 pence as part of the 1997 Executive Scheme.

In addition, 198,875 shares were issued at 148.0 pence and 548 shares were issued at 314.0 pence as part of the Save as You Earn (“SAYE”) Scheme.

Of the 354,573, 15,400 shares remained unpaid at 28 February 2007. Payment was received after the balance sheet date.

During the year ended 28 February 2006 423,000 shares were issued at 137.5 pence as part of the 1997 Executive Scheme. Of the 423,000, 35,000 shares remained unpaid at 28 February 2006. Payment was received after the balance sheet date. A further 452 shares were issued at 199.0 pence as part of the SAYE Scheme.

The market value at the point when the options were exercised ranged from 361.0 pence to 459.0 pence. The average share price over the year, based on the mid market closing price, was 412 pence.

The Company has one class of ordinary shares which carry no right to fixed income.

c) Capital redemption reserve 2007 2006Group and Company £’000 £’000

Beginning and end of year 396 396

The capital redemption reserve arose on previous share buy-backs by Braemar Seascope Group plc.

d) Share-based paymentsi. Share optionsThe Company operates a discretionary share option scheme, the Braemar Seascope Group 1997 Executive Option Scheme (“The 1997 Executive Scheme”) under which options are granted by the Remuneration Committee. The scheme is open to all UK employees and Executive Directors and the exercise price of the options granted were at the market price at date of grant.

The Company also operates a SAYE Scheme. The scheme is open all UK employees and executive Directors and options were granted at 20% discount to the prevailing market price.

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

Share Year Number at Number at Exercise Exercisable scheme option granted 1 March 2006 Granted Exercised Lapsed 28 February 2007 price (pence) between

1997 Executive Scheme 2002 189,500 – (77,900) – 111,600 137.5 2005-2012 2003 117,500 – (77,250) (1,500) 38,750 181.5 2006-2013 2004 218,000 – – – 218,000 245.0 2007-2014

525,000 – (155,150) (1,500) 368,350

SAYE 2003 206,375 – (198,875) (7,500) – 148.0 2006-2007 2004 131,630 – – (7,386) 124,244 199.0 2007-2008 2005 59,849 – (548) (3,676) 55,625 314.0 2008-2009 2006 – 152,325 – – 152,325 314.0 2009-2010

397,854 152,325 (199,423) (18,562) 332,194

922,854 152,325 (354,573) (20,062) 700,544

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Braemar Seascope Group plc Annual Report 2007 43

24. Share capital continuedShare options granted in 2002 under the 1997 Executive Scheme are subject to a performance condition that the growth in the Company’s average adjusted earnings per share over a period of no less than three financial years must exceed the growth in the retail price index (RPI) over the corresponding period by no less than 3% per annum compounded. If the performance condition is not satisfied at this point, re-testing of the performance condition is permitted in subsequent financial years until the option lapses. The options granted in 2003 and 2004 retain the same performance criteria, with no re-testing. The base measurement period for the remaining options will be the average of the earnings per share (as published in the Group’s annual report and accounts) for the three financial years immediately preceding the grant of the relevant option. Exercise of an option is subject to continued employment.

Options are valued using a binomial pricing model. The fair value per option granted and the assumptions used in the calculation are as follows:

SAYE SAYE

Grant date 05 Dec 06 21 Jun 05Share price at grant date 403.75p 380.00pExercise price 314.00p 314.00pNumber of employees 109 49Shares under option 152,325 59,849Vesting period (years) 3.0 3.0Expected volatility 25.00% 30.40%Option life (years) 3.5 3.5Risk free rate 4.65% 4.24%Expected dividends expressed as a dividend yield 4.70% 4.00%Possibility of ceasing employment before vesting 5.00% 5.00%Expectation of meeting performance criteria 100.00% 100.00%Fair value per option 102.57p 102.40p

The expected volatility is based on historical volatility over the last four years. The risk free rate of return is based on LIBOR.

A reconciliation of option movements during the year is shown below: 2007 2007 2006 2006 Weighted average Weighted average Number exercise price Number exercise price

Outstanding at 1 March 922,854 191.06p 1,287,899 167.77pGranted 152,325 314.00p 59,849 314.00pExercised (354,573) 153.25p (423,452) 137.57pLapsed (20,062) 199.70p (1,442) 199.00pOutstanding at 28 February 700,544 236.69p 922,854 191.06pExercisable at 28 February 150,350 148.84p 189,500 137.50p

2007 2006 Contractual Contractual

Weighted average remaining life (years) 4.3 4.7

ii. Deferred bonus planDuring 2005 the Company put in place a Deferred Bonus Plan (“the Plan”) whereby part of the annual performance-related bonus is delivered in shares, on a discretionary basis, to staff including Executive Directors. Under the Plan the shares are held in an employee trust for three years after which the employee beneficiary will become absolutely entitled to the shares provided they remain in employment. Shares are valued at the share price at the date of grant. As at 28 February 2007 259,750 shares had been granted to employees (2006: 152,250). 20,000 shares have lapsed during the year.

The total charge for the year relating to all employee share-based payment plans was £309,000 (2006: £244,000), all of which related to equity-settled share-based payment transactions (see note 26).

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44 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

25. Share premium, merger and other reserves Share Deferred premium, Hedging Translation consideration Total Merger Share merger and reserve reserve reserve other reserve reserve premium other reservesGroup £’000 £’000 £’000 £’000 £’000 £’000 £’000

As at 1 March 2005 981 (8) – 973 7,505 21,346 29,824Premium on shares issued in the year – – – – 541 – 541Cash flow hedges – Transfer to net profit (1,401) – – (1,401) – – (1,401) – Fair value losses in the year (40) – – (40) – – (40)Foreign exchange differences – 83 – 83 – – 83Deferred tax on items taken to equity 432 – – 432 – – 432

Balance at 28 February 2006 (28) 75 – 47 8,046 21,346 29,439Premium on shares issued in the year – – – – 508 – 508Cash flow hedges – Transfer to net profit 40 – – 40 – – 40 – Fair value losses in the year 17 – – 17 – – 17Foreign exchange differences – (70) – (70) – – (70)Deferred share consideration – – (738) (738) – – (738)Deferred tax on items taken to equity (18) – – (18) – – (18)

As at 28 February 2007 11 5 (738) (722) 8,554 21,346 29,178

Share premium, Share Merger merger and premium reserve other reservesCompany £’000 £’000 £’000

As at 1 March 2005 7,505 21,346 28,851Premium on shares issued in the year 541 – 541

Balance at 28 February 2006 8,046 21,346 29,392Premium on shares issued in the year 508 – 508

As at 28 February 2007 8,554 21,346 29,900

The hedging reserve comprises the effective portion of the cumulative net change in fair value of cash flow hedging instruments relating to hedged transactions that have not yet occurred of £17,000 asset (2006: £40,000 liability) net of the deferred tax liability of £6,000 (2006: £12,000 asset).

The translation reserve contains all foreign exchange differences arising from the translation of the Group’s net investment in overseas’ subsidiaries and joint ventures.

The deferred consideration reserve contains the estimated cost of acquiring the remaining 59% of Gorman Cory Limited (see note 31).

The merger reserve arose principally in 2001 in relation to acquisitions of Braemar Shipbrokers and Braemar Tankers.

26. Shares to be issued

Group and Company £’000

At 1 March 2005 637Share capital acquired in the year 360

At 28 February 2006 997Share capital acquired in the year 50

At 28 February 2007 1,047

Shares to be issued are a deduction from shareholders’ funds and represent a reduction in distributable reserves.

An 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 on trust by the Trustee of the ESOP, Close Trustees Guernsey Limited, for the benefit of the employees. As at 28 February 2007, the ESOP had purchased 331,495 (2006: 321,495) ordinary shares of 10p each at a total cost of £1,047,000 (2006: £997,000) including stamp duty associated with the purchase. The funding of the purchase has been provided by the Company in the form of an interest-free loan and the trustees have contracted with the Company to waive the ESOP’s right to receive dividends. The fees charged by the trustees for the operation of the ESOP are paid by the Company and charged to the income statement as they fall due. The shares owned by the ESOP had a market value at 28 February 2007 of £1,342,554 (2006: £1,282,765). The distribution of these shares is determined by the Remuneration Committee and 202,250 shares had been allocated at 28 February 2007 (2006: 152,250).

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Braemar Seascope Group plc Annual Report 2007 45

27. Retained earnings Group Company £’000 £’000

As at 1 March 2005 (2,362) 6,496Profit attributable to shareholders for the year 7,178 4,532Credit in respect of share option schemes 244 244Deferred tax on items taken to equity 144 -Dividends paid (3,173) (3,173)

As at 28 February 2006 2,031 8,099Profit attributable to shareholders for the year 6,367 6,015 Credit in respect of share option schemes 309 - Deferred tax on items taken to equity 278 309Dividends paid (3,595) (3,595)

As at 28 February 2007 5,390 10,828

The Group‘s retained earnings contains the cumulative share-based payment charges of £710,000 (2006: £401,000) put through the income statement relating to share-based payments (see note 24) and the related deferred tax charge of £469,000 (2006: £191,000).

The Company’s retained earnings contains the cumulative share-based payment charge of £710,000 (2006: £401,000) booked to the carrying value of investments.

28. Statement of changes in total equity Share premium, Capital Shares merger and Share redemption to be other reserves Retained Minority Total capital reserve issued (see note 25) earnings Total interest equityGroup £’000 £’000 £’000 £’000 £’000 £’000 £’000 £’000

At 1 March 2005 1,945 396 (637) 29,824 (2,362) 29,166 – 29,166Recognised income and expense for the year – – – (926) 7,322 6,396 – 6,396Dividends paid – – – – (3,173) (3,173) – (3,173)Issue of shares 43 – – 541 – 584 – 584Purchase of shares to be issued – – (360) – – (360) – (360)Credit in respect of share option schemes – – – – 244 244 – 244

At 28 February 2006 1,988 396 (997) 29,439 2,031 32,857 – 32,857Recognised income and expense for the year – – – (31) 6,645 6,614 105 6,719Acquisition – – – – – – 304 304Dividends paid – – – – (3,595) (3,595) (100) (3,695)Issue of shares 35 – – 508 – 543 – 543Deferred share consideration – – – (738) – (738) – (738)Purchase of shares to be issued – – (50) – – (50) – (50)Credit in respect of share option schemes – – – – 309 309 – 309

At 28 February 2007 2,023 396 (1,047) 29,178 5,390 35,940 309 36,249

Share premium, Capital Shares merger and Share redemption to be other reserves Retained Total capital reserve issued (see note 25) earnings equityCompany £’000 £’000 £’000 £’000 £’000 £’000

At 1 March 2005 1,945 396 (637) 28,851 6,496 37,051Recognised income and expense for the year – – – – 4,532 4,532Dividends paid – – – – (3,173) (3,173)Issue of shares 43 – – 541 – 584Purchase of shares to be issued – – (360) – – (360)Credit in respect of share option schemes – – – – 244 244

At 28 February 2006 1,988 396 (997) 29,392 8,099 38,878Recognised income and expense for the year – – – – 6,015 6,015Dividends paid – – – – (3,595) (3,595)Issue of shares 35 – – 508 – 543Purchase of shares to be issued – – (50) – – (50)Credit in respect of share option schemes – – – – 309 309

At 28 February 2007 2,023 396 (1,047) 29,900 10,828 42,100

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46 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

29. Minority interest Group £’000

Balance at 1 March 2005 and 1 March 2006 – Acquisition (see note 31) 304Profit for the year attributable to shareholders for the year 105Dividends paid (100)

At 28 February 2007 309

Minority interest represents the 59% interest of Gorman Cory Limited.

30. Cash generated from operations Group Company 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Profit for the year attributable to shareholders 6,472 7,178 6,015 4,532Adjustments for: Taxation 3,604 3,115 – (13)Depreciation 518 339 – – Profit on sale of property, plant and equipment (12) (17) – – Impairment of goodwill 950 – 950 – Amortisation of intangibles 284 287 – – Share-based payments 309 244 Finance income (335) (162) – – Finance costs 16 2 3 87Share of profit from joint ventures and associates (207) (243) – – Changes in working capital (excluding effects of acquisitions of subsidiaries) Decrease in stocks 7 – – – (Increase) / decrease in trade and other receivables (3,874) (129) (3,184) 9,811 Increase / (decrease) in trade and other payables 2,098 2,913 (160) (10,349) Increase / (decrease) in provisions (162) 242 – –

Cash generated from operations 9,668 13,769 3,624 4,068

31. Business combinationsThe following acquisitions have taken place during the year ended 28 February 2007:

a) Braemar Container Shipping and Chartering LimitedOn 1 September 2006 the Group acquired the remaining 50% interest in Braemar Container Shipping and Chartering Limited that it did not already own for a cash consideration of £1.2 million.

The provisional fair value of the assets acquired was: Fair value Book value adjustments Fair value £’000 £’000 £’000

Plant, equipment and machinery 6 – 6Other intangible assets – 724 724Trade and other receivables 512 – 512Trade and other payables (1,243) (217) (1,460)Cash 733 – 733

Net assets 515Goodwill 714 Less: share of joint venture net assets (4)

1,225

Consideration Cash consideration 1,225

Total consideration 1,225

The Group has capitalised customer relationships at a value of £442,000 and recognised the related deferred tax liability of £217,000. The expected life of the asset is up to ten years. In addition a further £282,000 of the forward order book was recognised with an expected life of five years. Included in the goodwill recognised above are certain intangible assets that cannot be individually separated and reliably measured due to their nature, including the workforce.

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Braemar Seascope Group plc Annual Report 2007 47

31. Business combinations continuedThe results of operations as if the acquisition had been made at the beginning of the year are as follows:

Pre-acquisition Post-acquisition From 1 March Pre-acquisition From 1 Sep 2006 2006 to From 1 March 2006 From 1 March 2005 to 28 February 31 August to 28 February to 28 February 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Revenue 1,915 1,317 3,232 1,784Operating profit 728 366 1,094 293Profit before taxation 739 366 1,105 301Profit after taxation 518 256 774 225

The results for the pre-acquisition period to 31 August 2006 are based on management accounts, which have not been audited. Braemar Container Shipping and Chartering Limited had no other recognised income and expenses in the year.

b) DV Howells and Hi-barOn 22 March 2006 a wholly-owned subsidiary of the Group which subsequently changed its name to DV Howells Limited acquired for a total consideration of £0.58 million, certain assets (including the name) of DV Howells Limited. This company also acquired certain assets of Hi-bar Limited for a consideration of £0.35 million on 29 September 2006.

The provisional fair value of the assets acquired was: Total book Fair value Fair DV Howells Hi - bar value adjustments value £’000 £’000 £’000 £’000 £’000

Plant, equipment and machinery 274 38 312 – 312Other intangible assets – – – 180 180Stocks 70 7 77 – 77Trade and other receivables – 36 36 – 36Trade and other payables – (36) (36) – (36)

Net assets 344 45 389 180 569

Goodwill 365

934

Consideration Cash consideration paid 400 125 525 – 525Cash consideration payable 160 225 385 – 385Transaction costs 15 9 24 – 24

Total consideration 575 359 934 – 934

The Group has capitalised the customer relationships of DV Howells at a value of £180,000. The expected life of this asset is up to five years. Included in the goodwill recognised above are certain intangible assets that cannot be individually separated and reliably measured due to their nature. These include brand and business knowledge.

The results of operations as if the acquisition had been made at the beginning of the year is as follows:

Post-acquisition Pre-acquisition Pre-acquisition From 23 March 2006 From 1 March 2006 From 1 March 2006 From 1 March 2005 to 28 February to 22 March to 28 February to 28 February 2007 2006 2007 2006 £’000 £’000 £’000 £’000

Revenue 3,368 283 3,651 3,717Operating profit 208 (13) 195 430Profit before taxation 198 (13) 185 387Profit after taxation 133 (10) 123 259

The results for the pre-acquisition periods are based on management accounts which have not been audited.

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48 Braemar Seascope Group plc Annual Report 2007

Notes to the accountsfor the year ended 28 February 2007

31. Business combinations continuedc) Gorman Cory LimitedThe Group acquired a 41% interest in Gorman Cory Limited with effect from 1 March 2006 for a consideration of £0.2 million and an obligation to acquire the remaining 59% over a two-year period based on the performance of the company at an estimated cost of £0.7m which is included in trade and other payables and the deferred consideration reserve, since the goodwill arises only when the shares are purchased in future. After Gorman Cory Limited was formed it acquired the assets of Gorman Shipping Limited and certain assets from Cory Brothers Shipping Agency Limited.

The provisional fair value of the assets acquired was: Fair value Book value adjustments Fair value £’000 £’000 £’000

Plant, equipment and machinery 18 – 18Other intangible assets – 500 500

Net assets 18 500 518Minority interest (304)Net assets acquired by the Group 214

Goodwill 27

241

Cash consideration 220Transaction costs 21

Total consideration 241

The Group has capitalised the value of contracts at a value of £500,000. The expected life of the contracts is up to five years.

Included in the goodwill recognised above are certain intangible assets that cannot be individually separated and reliably measured due to their nature. These include business knowledge and the work force.

The results of operations as if the acquisition had been made at the beginning of the year is as follows: Pre-acquisition From 1 March 2006 From 1 March 2005 to 28 February to 28 February 2007 2006 £’000 £’000

Revenue 1,167 441Operating profit 158 189Profit before taxation 160 201Profit after taxation 109 156

The results for the pre-acquisition period to 1 March 2006 are based on management accounts which have not been audited.

32. PensionsThe Group participates in a number of defined contribution schemes. Contributions of £1,577,000 (2006: £1,699,000) were paid in the year and contributions of £nil were due to these schemes at 28 February 2007 (2006: £nil).

33. Operating lease commitmentsFuture minimum rentals payable under non-cancellable operating leases as at 28 February are as follows:

Land and buildings Lease minimum Sub lease Net minimum lease payments income repayments Other2007 £’000 £’000 £’000 £’000

Within one year 769 (132) 638 146Between two and five years 1,444 (14) 1,430 169Over five years 362 – 362 –

2,575 (146) 2,430 315

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Braemar Seascope Group plc Annual Report 2007 49

33. Operating lease commitments continued Land and buildings Lease minimum Sub lease Net minimum lease payments income repayments Other2006 £’000 £’000 £’000 £’000

Within one year 534 (160) 374 79Between two and five years 654 (53) 601 72Over five years 578 – 578 –

1,766 (213) 1,553 151

The Group leases various offices and a warehouse under non-cancellable operating lease agreements. The leases have various terms, escalation clauses and renewal rights. The Group also leases plant and machinery under non-cancellable operating lease agreements.

There were no commitments under operating leases in the Company.

34. Contingent liabilitiesThe Company has given a guarantee to HM Customs and Excise in respect of duty deferment in the amount of £0.5 million (2006: £2.0 million). Further guarantees to HM Customs and Excise and third parties total £0.5 million (2006: £nil).

35. Related party transactionsDuring the year the Group entered into the following transactions with joint ventures and associates:

2007 2006 Recharges Balance due Recharges Balance due to Dividends (to)/from to (to)/fromGroup £’000 £’000 £’000 £’000 £’000

Delphis UK – – 24 – –Braemar Container Shipping & Chartering Limited a) 973 264 – 1,602 (196)Braemar Quincannon Limited 32 – 75 90 67Braemar Seascope India (Private) Limited – – – 32 – London Tankers Broker Panel 252 – – 196 – London Central Cruise Moorings 23 – – 63 – London Ship Valuation Panel – – – 8 –

a) Recharges and dividends relate to the period when the Group owned 50% of the company.

All companies are joint ventures except where stated. The nature of all recharges to related parties are carried out on an arm’s length basis.

Under the Merger Agreement dated 7 March 2001 between the Company and Braemar Shipbrokers Limited, the vendors gave a joint and several indemnity to the Company for any warranty and tax indemnity claims up to an aggregate of £10 million.

During the year ended 28 February 2006 the Company received an assessment for corporation tax and interest totalling £2.2 million which is recoverable under the indemnity and which is currently being appealed. Following receipt of the assessment the Company received funds of £1.6 million from the vendors which was paid to the Inland Revenue in order to prevent interest accruing. Such funds would become repayable to the vendors in the event that the appeal is successful. £0.6 million (2006: £0.6 million) remains outstanding pending the appeal result. The Company does not expect to incur any cost in respect of this assessment or these contingent liabilities.

The Chief Executive and a Director are Braemar Shipbrokers vendors and are therefore party to the transactions referred to above.

Key management compensation is disclosed in note 4c. There are no other transactions with key management.

During the year the Company entered into the following transactions with subsidiaries and joint ventures:

2007 2006 Funding Dividends Balance due Dividends Balance due to received (to)/from received (to)/fromCompany £’000 £’000 £’000 £’000 £’000

Braemar Shipbrokers Limited – 6,150 729 3,800 3,479 Braemar Seascope Limited – – 4,884 – 251 Braemar Seascope Pty Limited – – – 220 – Wavespec Limited – 400 1,012 600 612 Cory Brothers Shipping Agency Limited – 500 500 – (160)DV Howells Limited 400 – 400 – –Portabella Limited – – (525) – (525)

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50 Braemar Seascope Group plc Annual Report 2007

consolidated income statement

Five year financial summary

12 months to 12 months to 12 months to 12 months to 12 months to Feb 2003 Feb 2004 Feb 2005 Feb 2006 Feb 2007 (1) (1) (2) (2) (2) £’000 £’000 £’000 £’000 £’000

Group revenue including share of joint venture 26,919 30,794 45,203 68,497 107,200Less share of joint venture (157) (452) – – –

Group revenue 26,762 30,342 45,203 68,497 107,200

Total operating expenses (22,957) (25,877) (37,412) (58,607) (97,650)

Goodwill amortisation (1,034) (1,065) – – – Goodwill impairment – – (931) – (950)Amortisation of intangibles – – – (287) (284)Exceptional items 479 – – – – Other operating expenses (22,402) (24,812) (36,481) (58,320) (96,416)

Operating profit 3,805 4,465 7,791 9,890 9,550Finance (cost) / income-net (348) (356) (25) 160 319Share of profit from joint ventures and associates (3) 18 13 365 243 207

Profit before taxation 3,475 4,122 8,131 10,293 10,076Taxation (1,702) (1,723) (2,699) (3,115) (3,604)

Profit after taxation 1,773 2,399 5,432 7,178 6,472

Dividends Interim 856 856 1,134 1,271 1,340Final proposed (4) 1,198 1,491 1,902 2,255 2,438

2,054 2,347 3,036 3,526 3,778

Earnings per ordinary share – pence Basic 10.36p 13.96p 29.50p 37.03p 32.29pDiluted 10.34p 13.63p 28.59p 36.18p 31.87p

(1) Prepared under UK GAAP(2)Prepared under IFRS(3) Share of profit from joint ventures and associates shown net of tax from 2005 onwards(4) Proposed dividend not booked in accounts until paid from 2005 onwards.

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Braemar Seascope Group plc Annual Report 2007 51

At 28 Feb At 28 Feb At 28 Feb At 28 Feb At 28 Feb 2003 2004 2005 2006 2007 (1),(3) (2) (2) (2) (2) £’000 £’000 £’000 £’000 £’000

Assets Non-current assets Goodwill 18,634 18,534 21,652 22,480 22,606Other intangible assets – – 215 462 1,582Property, plant and equipment 4,514 4,963 4,960 5,034 5,478Investments 1,019 1,430 1,555 1,611 1,538Deferred tax assets 213 229 309 510 642Other receivables 70 103 95 58 81

24,450 25,259 28,786 30,155 31,927Current assets Stocks – – – – 70Trade and other receivables 4,424 9,348 11,688 17,717 21,750Derivative financial instruments – – – 12 27Restricted cash – – 4,434 – –Cash and cash equivalents 3,255 4,071 9,606 13,567 14,634

7,679 13,419 25,728 31,296 36,481

Total assets 32,129 38,678 54,514 61,451 68,408

Liabilities Current liabilities Short term borrowings 2,500 2,113 3,067 – – Derivative financial instruments – – – 99 – Loan stock 187 – – – – Trade and other payables 5,873 12,728 17,092 25,490 29,011Current tax payable 785 954 1,556 2,224 2,402Dividends payable 1,199 (7) 21 – – Finance leases 24 – 31 11 – Provisions – – 41 288 294Client monies held as escrow agent – – 4,434 – –

10,568 15,788 26,242 28,112 31,707

Non-current liabilities Deferred tax liabilities – – 65 139 283Loan stock (including convertible loan stock) 3,000 – – – – Finance leases – – 8 – – Provisions 826 330 110 343 169

3,826 330 183 482 452

Total liabilities 14,394 16,118 26,425 28,594 32,159

Total assets less total liabilities 17,735 22,560 28,089 32,857 36,249

Equity Share capital 1,719 1,862 1,945 1,988 2,023Capital redemption reserve 396 396 396 396 396Share premium 4,271 7,505 7,505 8,046 8,554Merger reserve 18,302 18,302 21,346 21,346 21,346Other reserves – 29 196 639 (722)Shares to be issued (65) (65) (637) (997) (1,047)Retained earnings (6,888) (5,469) (2,662) 1,439 5,390

17,735 22,560 28,089 32,857 35,940Minority interest – – – – 309

Total equity 17,735 22,560 28,089 32,857 36,249

The amounts disclosed for 2003 are stated on the basis of UK GAAP because it is not practicable to restate amounts for the periods prior to the date of transition to IFRS. (1) Prepared under UK GAAP restated to reflect own shares purchased as part of reserves rather than included in the investment carrying value(2) Prepared under IFRS(3) Prepared under UK GAAP restated to reflect non-current debtors.

consolidated balance sheet

Five year financial summary

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52 Braemar Seascope Group plc Annual Report 2007

Shareholder Information

RegistrarsCapita RegistrarsNorthern HouseWoodsome ParkFenay BridgeHuddersfieldWest YorkshireHD8 OLATel 0870 162 3100

Corporate stockbrokerCharles Stanley Securities25 Luke StreetLondonEC2A 4AR

Legal advisorNabarro Lacon House 84 Theobald’s Road London WC1X 8RW

BankersThe Royal Bank of ScotlandShipping Business Centre5-10 Great Tower StreetLondonEC3P 3HX

Independent auditorsPricewaterhouseCoopers LLPThe Atrium1 Harefield RoadUxbridgeUB8 1EX

TimetableAGM: 20 June 2007Ex dividend date for 2006/7 final dividend: 4 July 20072006/7 Final Dividend record date: 6 July 20072006/7 Final Dividend payment date: 31 July 20072007/8 Interim Results announcement: October 2007

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Braemar Seascope is a leading integrated provider of broking and consultancy services to the shipping industry. Headquartered in London, it also has offices in Australia, China, India, Brazil and Singapore.

Cory Brothers is a leading UK shipping agent with a fast growing freight forwarding and logistics business.

Wavespec is a worldwide market leader in the marine technical supervision of LNG and other vessel construction.

DV Howells is a leading UK pollution response and environmental services provider.

www.braemarseascope.com

Shipping services on a global scale

1 Financial highlights2 Overview of the business3 Chairman’s statement4 Chief Executive’s review of the business10 Board of directors12 Report of the directors15 Corporate governance18 Remuneration report22 Independent auditors’ report

23 Consolidated income statement23 Statement of recognised income and expenses24 Balance sheet25 Cash flow statement26 Notes to the accounts50 Five year financial summary52 Shareholder information53 Offices and contacts

Contents

Braemar Seascope Group plc – offices and contacts

Designed and produced by Loewy Group +44 (0)20 7798 2000

Braemar Seascope Limited35 Cosway Street, London NW1 5BTTel: +44 (0)20 7535 2650www.braemarseascope.comBraemar Seascope Group plc company number: 2286034

Sale and PurchaseTel: +44 (0)20 7535 2600Fax: +44 (0)20 7535 2601Email: [email protected]

Offshore – AberdeenTel: +44 (0)1224 628 470 Fax: +44 (0)1224 621 444 Email: [email protected]

Gas CharteringTel: +44 (0)20 7535 2616Fax: +44 (0)20 7535 2646Email: [email protected]

Dry Cargo CharteringTel: +44 (0)20 7535 2666Fax: +44 (0)20 7535 2667Email: [email protected]

Crude Tanker CharteringTel: +44 (0)20 7535 2626Fax: +44 (0)20 7535 2627Email: [email protected]

Chemical CharteringTel: +44 (0)20 7535 2656Fax: +44 (0)20 7535 2646Email: [email protected]

Container CharteringTel: +44 (0)20 7535 2867Fax: +44 (0)20 7535 2601Email: [email protected]

Large Product CharteringTel: +44 (0)20 7535 2630Fax: +44 (0)20 7535 2663Email:[email protected]

Research Tel: +44 (0)20 7535 2699 Fax: +44 (0)20 7535 2601 E-mail: [email protected]

Offshore – LondonTel: +44 (0)20 7903 2700Fax: +44 (0)20 7903 2701Email: [email protected]

Small Product CharteringTel: +44 (0)20 7535 2662Fax: +44 (0)20 7535 2646Email: [email protected]

Overseas

BeijingRoom 1909-1902, Building BWinterless CenterNo. 1 Xidawang RoadChaoyang DistrictBeijingChinaTel: +86 10 6538 8989Fax: +86 10 6538 8986E-mail: [email protected]

Singapore50 Raffles Place #21-04Singapore Land TowerSingapore 048623Tel: +65 6533 0198Fax: +65 6536 9381Email: [email protected]

ShanghaiShanghai Representative Office317, The Bund 12Zhong Shan Dong Yi RoadShanghai 200002ChinaTel: +86 21 6321 2233Fax: +86 21 6321 2244E-mail: [email protected]

Melbourne424 St. Kilda RoadMelbourneVictoria 3004AustraliaTel: +61 3 9867 2177Fax: +61 3 9867 5962Email: [email protected]

PerthUnit 4, Churchill Court353 Hay StreetSubiaco, PerthWA 6008AustraliaTel: +61 8 9388 0536Fax: +61 8 9388 0536Email: [email protected]

Braemar Seascope India PVT LimitedA-13 Defence ColonyNew Delhi 110 024IndiaTel: +91 11 4155 2501Fax: +91 11 4155 2505Email: [email protected]

Braemar Quincannon ShanghaiTel: +86 21 6329 0939Fax: +86 21 6321 2244Email: [email protected]

Braemar Quincannon SingaporeTel: +65 6533 0069Fax: +65 6536 3459Email: [email protected]

Agency, forwarding and logistics

Cory Brothers Shipping Agency LimitedCory House, 21 BerthTilbury Dock Essex RM18 5JTTel: +44 (0)1375 843 461 Fax: +44 (0)1375 840 743

Cory LogisticsPD House, Parker AvenueFelixstowe Suffolk IP11 4RPTel: +44 (0)1394 674 822 Fax: +44 (0)1394 673 740www.cory.co.uk

DV Howells LimitedThe MPSC Milford Haven Pembrokeshire SA73 3QATel: +44 (0)1646 366 340 Fax: +44 (0)1646 696 343

Wavespec LimitedFullbridge MillFullbridgeMaldonEssex CM9 4LETel: +44 (0)1621 840 447Fax +44 (0)1621 840 457E-mail: [email protected]: www.wavespec.comCory also has offices at Grangemouth, Leith, Invergordon, Newcastle,

Middlesborough, Hull, Immingham, Ipswich, Isle of Grain, Sheerness, Southampton, Bristol, Newport, Milford Haven, Liverpool and Rugby.

Environmental services Technical support services

DV Howells also has offices at Falmouth, Bristol, Gatwick, Harlow, Didcot, Huddersfield, Rotherham and Perth

Braemar Seascope Group plc Annual Report 2007 5�

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Braemar Seascope Group plc Annual Repor t 2007

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