TRAFALGAR PROPERTY GROUP PLC
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
31 MARCH 2023
Company Registration No. 04340125
TABLE OF CONTENTS
Officers and Professional Advisers
Strategic Report:
Chairman's Statement
Chief Executive Officer’s Report
Statement on Section 172 Companies Act 2006
Directors' Report
Independent Auditor's Report
Consolidated Statement of Comprehensive Income
Consolidated Statement of Financial Position
Consolidated Statement of Changes in Equity
Consolidated Statement of Cash Flows
Accounting Policies
Notes to the Consolidated Financial Statements
Company Balance Sheet
Company Statement of Changes in Equity
Notes to the Company Financial Statements
Explanation of Resolutions at the Annual General Meeting
Notice of Annual General Meeting
3
4
5-6
7
8-11
12-18
19
20
21
22
23-31
32-43
44
45
46-53
54
55-57
OFFICERS AND PROFESSIONAL ADVISERS
DIRECTORS
N A C Lott
P A Treadaway
G Thorneycroft
P F Challinor
SECRETARY
N W Narraway
REGISTERED OFFICE
REGISTERED NUMBER
AUDITOR
NOMINATED ADVISER
REGISTRARS
Company website
Chequers Barn
Chequers Hill
Bough Beech
Edenbridge
Kent TN8 7PD
04340125
MHA
2 London Wall Place
Barbican
London EC2Y 5AU
Spark Advisory Partners Ltd
5 St John’s Lane
London EC1M 4BH
Neville Registrars Ltd
Neville House
Steelpark Road
Halesowen
West Midlands B62 8HD
http://www.trafalgarproperty.g
roup
Page | 3
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2023
CHAIRMAN’S REPORT
On behalf of the Board, I present Trafalgar Property Group Plc (the Group), results for the year ended 31 March 2023
which includes one investment property sale completed in the year. The overall result continues to be disappointing, as
can be seen in the attached Accounts and Strategic Report. The option we had in Leatherhead Surrey for a scheme to build
seven properties has now lapsed even though planning permission was finally granted. The owners have received an offer
elsewhere but will revert to us if this does not materialize.
Orchard House in Hildenborough remained on the books at 31st March 2023, however, the sale of the property was
completed in September 2023 for a consideration of £940,000.
In June contracts were exchanged on a scheme in Speldhurst that had planning permission for a detached property. We
reapplied for and received full planning permission for the construction of one and two bedroom apartments, however, it
has since been decided that a single detached barn would be built. Build contracts have been signed and funding is in
place from Lloyds Bank. This contractor is on site and the project is proceeding well.
During the year the company raised £400,000 (before costs) through the issuance of 133,333,333 new ordinary shares at
a price of 0.3p per share.
Financials
The year under review saw the Group turnover at £18,183 (2022: £64,839), with a loss after tax of £843,626 (2022:
Loss £486,336).
Management have performed a review of the assets and liabilities of the underlying subsidiaries which form the value
of the anticipated profits on ongoing developments.
Due to the uncertainties and timing of these planning appeals, it has been agreed by management not to include any future
anticipated profits of developments in their assessment.
The cash on the balance sheet at the end of the year was £17,148 (2022: £12,753) and the Group continues to have
sufficient bank facilities for all planned activities.
A further share issue was undertaken on 18 August 2023 raising net proceeds of £115,000 to provide working capital for
the company.
Business Environment and Outlook
No new directors were appointed to the Group in the year but James Dubois retired as Non-Executive Chairman of the
Group on 23rd March 2023 due to health reasons. We all wish James the very best for the future.
The effects of the Covid-19 pandemic had affected our business since March 2020 as sales of completed units were
d e l a y e d with the planning process being negatively impacted. We continue to proceed in a period of high inflation,
cost of living still close to a forty year high and high interest rates. Like most businesses, we are aware of our need
to conduct ourselves carefully to preserve the health of our staff and customers and to conserve our cash reserves.
Paul Treadaway
Chairman
15 December 2023
Page | 4
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2023
CHIEF EXECUTIVE OFFICER ‘S REPORT
Business review, results and dividends
All trading and property assets of Trafalgar Property Group Plc (Group) are held in the name of the Group or its
subsidiaries as follows:
Trafalgar New Homes Limited (TNH)
Trafalgar Retirement+ Limited (TR+)
Selmat Limited (Selmat)
Combe Bank Homes (Oakhurst) Limited (Oakhurst)
Combe Homes (Borough Green) Limited (Borough Green)
Life Hydroponic Assets Ltd (Inc. 24 October 2022)
Life Hydroponic Asset Ltd was incorporated in October 2022. The subsequent acquisition of a dedicated research and
development site is a step in the Company’s plan to facilitate its vertical hydroponic strategy, with opportunities for
research relevant to food, cosmetic and pharmaceutical products. The parent company owns 100% share of the Company.
Mortgages of £675,698 (2022:£924,373) exist on the properties held by Selmat. The shares of the parent company are
quoted on the London Stock Exchange AIM market.
The principal activity of the Group continues to be that of investment in residential property, which have a rental
income of £18,183 (2022: £64,839). The consolidated results of the year’s trading, are shown below. The
consolidated loss for the year was £843,626 (2022: Loss £486,336). Management believes the key indicators of performance
for the Group are the revenue and profitability achieved during the year.
Principal risks & uncertainties
Set out below are certain risk factors which could have an impact on the Group's long-term performance. The factors
discussed below should not be regarded as a complete and comprehensive statement of all potential risks and
uncertainties facing the Group.
The principal risks and uncertainties facing the Group are:
1. Direct costs may escalate and eat into gross profit margins due to unexpected interest rate movements and high
inflation rates putting pressure on material costs.
2. There may be uncertainty in obtaining adequate finance thus putting pressure on the going concern of the
Group.
3. Heavy overheads may be incurred especially when projects have been completed and before others have
been commenced.
4. The Group could commit too much to future capital projects.
5. The Group’s reliance on key members of staff.
6. The market may deteriorate, damaging liquidity of the Group and future revenues.
The Group considers that it mitigates these risks with the following policies and actions:
1. The Group affords its bankers and other lenders a strong level of asset and income cover and maintains good
relationships with a range of funding sources from which it is able to secure finance on favourable terms.
The Plc also has access to shareholder funding via placing of shares in the market. A full statement regarding
going concern is shown in the accounting policies on page 23.
2. Direct costs are outsourced on a fixed price contract basis, thereby passing on to the contractor all risk of
cost overspend, including from increased material, labour or other costs.
Page | 5
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2023
3. Most other professional services are also outsourced, thus providing a known fixed cost before any
project is taken forward and avoiding the risk that can arise in employing in-house professionals at a high
unproductive overhead at times when activity is slack.
4. Buying decisions for capital projects are taken at Board level, after careful research by the Directors
personally, who have substantial experience in various business sectors and markets.
The Group has focused on a niche market sector of new home developments in the range of four to twenty
units. Within this unit size, competition to purchase development sites from land buyers is relatively weak,
as this size is unattractive to major national and regional house builders who require a larger scale to
justify their administration and overheads, whilst being too many units for the smaller independent builder
to finance or undertake as a project. Many competitors who also focus on this niche have yet to
recapitalise and are unable to raise finance.
5. Many of the activities are outsourced and each of the Directors is fully aware of the activities of all
members.
6. The Group has a corporate governance policy appropriate for a small publicly listed Company with
ambitions substantially to raise its profile within the wider investor community.
Operations review
A summary of the results for the year is as follows:-
Revenue for the year
Gross (loss)/profit
Administration expenses
Loss on disposal of property (including cost)
(Loss) Profit on revaluation
Interest payable and similar charges
Loss after taxation
2023
£
18,183
(12,717)
(571,928)
(12,382)
2022
£
64,839
61,680
(459,655)
(28,646)
(122,751)
(123,848)
(843,626)
112,000
(171,714)
(486,336)
Group turnover for the year amounted to £18,183 (2022: £64,839), representing no sales but rental income received.
Investment properties have continued to be shown in current assets this year as a result of the impending sales of
the remaining properties since the year end. The gross loss includes costs written off following a termination by
the vendor of the Leatherhead site amounting to £29,750. In additional, two investment properties were sold for
net consideration of £649,618 and there was a loss on disposal on this of £12,382 The property portfolio was
revalued at year end and this showed an decrease in value of £122,751.
.
After taking into account the overheads of the Group, there was a loss recorded for the year of £843,626 (2022:
£486,336).
There will be no tax charge and the Company now has tax losses being carried forward of £6,296,440 (2022: losses
£5,453,582).
The loss per share during the year was (0.34p), (2022: loss per share 0.34p).
Page | 6
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2023
Directors’ duties under S172
The Directors believe that, individually and together, they have acted in the way they consider, in good faith, would be
most likely to promote the success of the Group for the benefit of its members as a whole, having regard to the
stakeholders and matters set out in s172(1)(a-f) of the Companies Act 2006 in the decisions taken during the year ended
31 March 2023.
Our Board of Directors remain aware of their responsibilities both within and outside of the Group. Within the
limitations of a Group with so few employees we endeavour to follow these principles:
Purpose, vision and strategy: this is set out on pages 4-7 on this Strategic Report and we recognise our role in
identifying opportunities to develop homes and apartments to the best quality standards.
Group policies: these are reviewed annually and staff and Directors are encouraged to improve their skillset as
appropriate.
Culture and people: we fully support a culture where all customers, staff and suppliers are treated in an open
and honest fashion, irrespective of race, gender, ethnic, disabilities or other scenarios.
Board structure: the role of the Board is reviewed annually with a clear focus on the specific roles assigned
to each individual to enable the Board to properly support each member of staff.
Freedom within a framework: we are developing a new framework for communicating this freedom in a
straight-forward methodology.
Risk and internal control framework: risks and controls are subject to discussion at quarterly Board meetings.
Every project undertaken by the Group is analysed with a view to limiting the risks to the Group and its
Stakeholders before proceeding with implementation.
Key performance indicators (KPIs)
Management are closely involved in the day to day operations of the Group and constantly monitor cashflows and
expenditure. However, Management believe the key indicators of performance for the Group are the revenue and
profitability achieved during the period. These measures are disclosed above in the operations review.
Development Pipeline & outlook
We acquired the Barden Road site during the year, with build funding provided by Lloyds Bank, and planning permission
has now been received for the construction of one and two bedroom apartments, however, it has since been decided to
build a single detached barn. We have incurred costs to date of £317,796 on this site as shown in inventory note 11 within
the accounts. Contractors are on site and progressing well.
Paul Treadaway
CEO
15 December 2023
Page | 7
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2023
DIRECTORS’ REPORT
The Directors present their Report and Audited Financial Statements for the year ended 31 March 2023.
Results and dividends
The results for the year are set out on page 20.
The Directors do not recommend the payment of a final dividend for the year (2022: nil).
Directors
The following Directors have held office since 1 April 2022 and have all served for the entire accounting year:
N A C Lott
P A Treadaway
G Thorneycroft
Dr P Challinor
Director’s resignations during the year
J Dubois – 23 March 2023
The Company has in place an insurance policy in relation to Directors indemnity during both years.
Conflicts of interest
Under the articles of association of the Company and in accordance with the provisions of the Companies Act 2006,
a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may
conflict with the Company's interests. However, the Directors may authorise conflicts and potential conflicts, as
they deem appropriate. As a safeguard, only Directors who have no interest in the matter being considered will
be able to take the relevant decision, and the Directors will be able to impose limits or conditions when giving
authorisation if they think this is appropriate. During the financial year ended31 March 2023, the Directors have
authorised no such conflicts or potential conflicts.
Directors’ interests in the shares of the Company, including family interests, at 31 March 2023 were as follows: -
Directors’ interests in shares
31.03.2023
31.03.2022
Ordinary shares - 0.1p each
Ordinary shares - 0.1p each
N Lott
P Treadaway
G Thorneycroft
50,000
19,733,466
600,000
50,000
19,733,466
600,000
31.03.2023
31.03.2022
Deferred shares – 0.9p each
Deferred shares – 0.9p each
No. held
No. held
N Lott
P Treadaway
550,000
550,000
10,648,466
10,648,466
Page | 8
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2023
Other substantial shareholdings
As at 14 December, 2023, being the latest practicable date before the issue of these financial statements, the Company
had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the Company
at that date.
Forum Energy Services Limited
Peterhouse Capital Limited
Paul Arthur Treadaway
Christopher Charles Johnson
Statement of directors’ responsibilities
Ordinary Shares
No. 0.1p
Shareholdings
%
75,000,000
18.71%
43,156,080
10.77%
19,773,465
4.93%
18,681,580
4.66%
Company law requires the Directors to prepare financial statements for each financial year. Under that law the
Directors have elected to prepare the consolidated financial statements in accordance with International Financial
Reporting Standards adopted in the UK (“UK adopted IFRS”) and the Company financial statements in accordance
with FRS 102 and applicable law. Under Company law the Directors must not approve the financial statements
unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss
of the Group for that year. 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 whether applicable Accounting Standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group
will continue in business.
•
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s
transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to
ensure that the financial statements comply with the Companies Act 2006. They are also responsible for safeguarding
the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other
irregularities.
They are further responsible for ensuring that the Strategic Report and the Report of the Directors and other information
included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United
Kingdom.
The maintenance and integrity of the Group website is the responsibility of the Directors; the work carried out by the
auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility
or any changes that may have occurred in the accounts since they were initially presented on the website.
Legislation in the United Kingdom governing the preparation and dissemination of the accounts and the other
information included in annual reports may differ from legislation in other jurisdictions.
Page | 9
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2023
Corporate Governance Statement
The Board of the Group recognise the value of good corporate governance and implemented corporate governance
procedures during the previous year and continued to use these during the financial year to 31 March 2022. These
procedures are appropriate for the present size of the entity having given due regard to the Corporate Governance Code
for Small and Mid-Size Quoted Companies issued by the Quoted Companies Alliance (“QCA”). The Company has
decided to apply the QCA Corporate Governance Code (“QCA Code”) issued by the QCA in May 2018 and has
published on its website details of the QCA Code, how the Company has complied with the QCA Code and, where it
departs from the QCA Code, an explanation of the reasons for doing so. The Board has considered the Streamlined Energy
and Carbon Reporting requirements and conclude that the Group has not consumed more than 40,000 kWh of energy and
therefore qualifies as a low energy user and is exempt from reporting under these regulations.
Board Structure
The Board consists of four Directors (2022: four) of which three are executive and one non-executive, two executive and
one non-executive directors hold shares in the Group.
The Board meets as and when required and is satisfied that it is provided with information in an appropriate form
and quality to enable it to discharge its duties. All Directors are required to retire by rotation with one quarter of the
Board seeking re-election each year.
Due to the current size of the Group, the duties that would normally be attributed to The Nomination Committee, have
been undertaken by the Board as a whole.
The Board has undertaken a formal assessment of the auditor's independence and will continue to do so at least annually.
This assessment includes:
•
•
a review of non-audit services provided to the Company and the related fees;
a review of the auditor's own procedures for ensuring the independence of the audit firm and parties and staff
involved in the audit, including regular rotation of the audit partner; and
•
obtaining confirmation from the auditor that, in their professional judgement, they are independent.
Internal Controls
The Board is responsible for the Group's system of internal controls and for reviewing their effectiveness. The internal
controls are designed to ensure the reliability of financial information for both internal and external purposes. The
Directors are satisfied that the current controls are effective with regard to the size of the Group. Any internal control
system can only provide reasonable, but not absolute assurance against material mis- statement or loss. Given the size
of the Group, the Board has assessed that there is currently no need for an internal audit function.
Financial Instruments
The Group’s principal financial instruments comprise cash at bank, bank loans, other loans and various items within
current assets and current liabilities that arise directly from its operations. The Directors consider that the key financial
risk is liquidity. This risk is explained in the section headed ‘Principal risks and uncertainties’ in the Annual Report
and Accounts on page 5.
Future Developments
Information relating to future developments is included in the Strategic Report on pages 4-7.
Page | 10
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2023
Post Balance Sheet Events
Following the year end, the Group accepted an offer on Orchard House of £940,000 less costs of sale, with the proceeds
being used to clear the outstanding loan owed to Paragon Mortgages of £698,060 , a partial loan repayment of £176,000
being made to Mr G Howard, payment of creditors of £53,189.
On 18 August , the Company issued 125,000,000 new ordinary shares of 0.1p fully paid up
in cash at 0.1p per share under a placing raising £125,000 before expenses.
Provision of information to auditor
Each of the persons who are Directors at the time when this Directors’ Report is approved has confirmed that:
•
•
so far as that Director is aware, there is no relevant audit information of which the Group’s auditor is unaware;
and
that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any
information needed by the Group’s auditor in connection with preparing their report and to establish that the
Group’s auditor is aware of the information.
Auditor
The auditor, MHA, will be proposed for re-appointment in accordance with Section 489 of the Companies Act 2006.
Following a rebranding exercise on 15 May 2023 the trading name of the company’s independent auditor changed from
MHA MacIntyre Hudson to MHA.
This report was approved by the Board and signed on its behalf.
Paul Treadaway
Director
15 December, 2023
Page | 11
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
To the Members of Trafalgar Property Group plc
For the purpose of this report, the terms “we” and “our” denote MHA in relation to UK legal, professional and regulatory
responsibilities and reporting obligations to the members of Trafalgar Property Group plc. For the purposes of the table on
pages 13 to 15 that sets out the key audit matters and how our audit addressed the key audit matters, the terms “we” and “our”
refer to MHA. The Group financial statements, as defined below, consolidate the accounts of Trafalgar Property Group plc
and its subsidiaries (the “Group”). The “Parent Company” is defined as Trafalgar Property Group plc, as an individual entity.
The relevant legislation governing the Company is the United Kingdom Companies Act 2006 (“Companies Act 2006”).
Opinion
We have audited the financial statements of Trafalgar Property Group plc for the year ended 31 March 2023.
The financial statements that we have audited comprise:
the Consolidated Statement of Comprehensive Income
the Consolidated Statement of Financial Position
the Consolidated Statement of Changes in Equity
the Consolidated Statement of Cash Flows
•
•
•
•
• Notes 1 to 20 to the consolidated financial statements, including significant accounting policies
•
•
• Notes 1 to 13 to the Company financial statements, including significant accounting policies.
the Company Balance Sheet
the Company Statement of Changes in Equity and
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law
and International Financial Reporting Standards as adopted in the United Kingdom (“UK adopted IFRS”). The financial
reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and
United Kingdom Accounting Standards, including FRS 102 ‘The Financial Reporting Standard applicable in the UK and
Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).
In our opinion:
•
•
•
•
the financial statements give a true and fair view of the state of the Group’s and of the Parent Company’s affairs as
at 31 March 2023 and of the Group’s loss for the year then ended;
the Group financial statements have been properly prepared in accordance with applicable law and International
Financial Reporting Standards as adopted in the United Kingdom (UK Adopted IFRS);
the Parent Company financial statements have been properly prepared in accordance with applicable law and United
Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant
to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we
have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we
have obtained is sufficient and appropriate to provide a basis for our opinion.
Material uncertainty related to going concern
We draw your attention to the going concern section of the accounting policies in the financial statements which states that the
group incurred substantial losses during the year and the continued requirement for successful future equity or debt fund
raising. The impact of this together with other matters set out in the note, indicate a material uncertainty that may cast
significant doubt on the group’s ability to continue as a going concern. Our opinion is not modified in respect of this matter.
Our evaluation of the Directors’ assessment of the Group and the Parent Company’s ability to continue to adopt the going
concern basis of accounting included:
• The consideration of inherent risks to the Group’s and Parent Company’s operations and specifically their business
model.
• The evaluation of how those risks might impact on the Group’s and Parent Company’s available financial resources.
Page | 12
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
• Review of the mathematical accuracy of the cashflow forecast model prepared by management and corroboration of
key data inputs to supporting documentation for consistency of assumptions used with our knowledge obtained
during the audit.
• Challenging management for reasonableness of assumptions in respect of the timing and quantum of cash receipts
and payments included in the cash flow model.
• Where additional resources may be required the reasonableness and practicality of the assumptions made by the
Directors when assessing the probability and likelihood of those resources becoming available.
• Holding discussions with management regarding future financing plans, corroborating these where necessary and
assessing the impact on the cash flow forecast.
• Evaluating the accuracy of historical forecasts against actual results to ascertain the accuracy of management’s
forecasts.
In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the
preparation of the financial statements is appropriate.
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections
of this report.
Overview of our audit approach
Scope
Our Group audit was scoped by obtaining an understanding of the Group and
its environment, including the Group’s system of internal control, and
assessing the risks of material misstatement in the financial statements. We
also addressed the risk of management override of internal controls, including
assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
The Group consists of seven reporting components, of which three were
considered to be significant components: Trafalgar Property Group plc, Selmat
Limited and Trafalgar New Homes Limited. The significant components were
subjected to full scope audits for the purposes of our audit report on the Group
financial statements.
Significant components were determined based on:
1) financial significance of the component to the Group as a whole, and
2) assessment of the risk of material misstatements applicable to each
component.
Our audit scope results in all major operations of the Group being subject to
audit work.
Overall Materiality
Group
Parent Company
2023
£26,400
£19,600
2022
£35,800
£19,500
2% (2022: 2%) of gross assets
2% (2022: 2%) of gross liabilities
Key audit matters
Recurring
• Undisclosed related party transactions
Page | 13
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the
context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate
opinion on these matters.
Undisclosed related party transactions
Key audit
matter description
The Group enters into a significant number of transactions with related
parties, both intra-group transactions and with individuals related to the
Group.
How the scope of our audit
responded to the key audit
matter
Key observations
There is a risk that transactions (particularly any transactions which are
not at arm’s length) and balances with related parties are undisclosed or
misclassified.
Our procedures included:
Identifying the susceptibility of the financial statements to material
misstatement from related party relationships and transactions.
Obtaining management’s records of related parties – who they are, the
nature of these relationships, whether any related party transactions
have been entered into in the year and the nature of those transactions.
Understanding the controls procedures in place to identify, account for
and disclose RP relationships and transactions, authorise and approve
significant transactions and arrangements (both in the normal course of
business and outside the normal course of business).
An assessment of the presentation of related party transactions within
the financial statements, this focused primarily on the Directors loan
accounts.
We reviewed movement on these balances in the year and vouched
items to supporting evidence.
We discussed with management the nature and purpose of these items
and considered whether disclosure sufficiently addressed these matters.
In addition, we obtained written confirmation of the balances from all
disclosed parties and confirmed key terms to agreements.
We concluded that the classification and disclosure of related party
transactions is complete and appropriate.
Our application of materiality
Our definition of materiality considers the value of error or omission on the financial statements that, individually or in
aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements.
Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of
Page | 14
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial
statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Overall
materiality
How we
determined
it
Rationale
for the
benchmark
applied
Group financial statements
£26,400 (2022: £35,800)
Parent Company financial statements
£19,600 (2022: £19,500)
2% of gross assets (2021: 2% of gross
assets)
2% of gross liabilities (2021: 2% of gross
liabilities)
We consider gross assets to be the
main measure by which the users of
the financial statements assess the
prospects and success of the Group.
Therefore, we consider this to be the
most appropriate benchmark for
Group materiality.
incurring
The Parent Company is largely a holding
company
limited costs and
financing the group. As a result of historic
losses and the impairment of investments,
we have considered gross liabilities as the
most
for
materiality.
appropriate
benchmark
Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce,
to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds
materiality for the financial statements as a whole. Performance materiality for the Group was set at £15,840 (2022: £21,480)
and at £11,760 (2022: £11,700) for the Parent Company which represents 60% (2022: 60%) of the above materiality levels. In
determining performance materiality, we considered our understanding of the entity, including the quality of the control
environment and whether we were able to rely on controls, and the nature, volume and size of uncorrected misstatements in
the previous period.
We agreed with management that we would report to them all audit differences in excess of £1,320 (2022: £1,790) for the
Group and £980 (2022: £975) for the Company as well as differences below that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to management on disclosure matters that we identified when assessing the overall
presentation of the financial statements.
Overview of the scope of the Group and Parent Company audits
Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope
for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements.
This assessment takes into account the size, risk profile, organisation / distribution and effectiveness of group-wide controls,
changes in the business environment and other factors such as recent internal audit results when assessing the level of work to
be performed at each component.
The Group consists of 7 components, all of which are based in the UK and audited by the Group audit team.
Full scope audit
Analytical Review
Total
Number
components
3
4
7
of
Revenue
Total assets
Loss before tax
100%
0%
100%
96%
4%
100%
98%
2%
100%
The control environment
We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which
are relevant to our audit, such as those relating to the financial reporting cycle. We also tested operating effectiveness but did
not place reliance on this work.
Page | 15
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
Reporting on other information
The other information comprises the information included in the annual report other than the financial
statements and our auditor’s report thereon. The Directors are responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the
other information and, in doing so, consider whether the other information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a
material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there
is a material misstatement of this other information, we are required to report that fact.
We have nothing to report in this regard.
Strategic report and directors’ report
In our opinion, based on the work undertaken in the course of the audit:
•
•
the information given in the Strategic Report and the Directors’ Report for the financial year for which the financial
statements are prepared is consistent with the financial statements; and
the Strategic Report and the Directors’ Report have been prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements in the strategic report or the directors’ report.
Matters on which we are required to report by exception
We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
•
adequate accounting records have not been kept by the Parent Company, or returns adequate for our audit have not
been received by branches not visited by us; or
•
the Parent Company financial statements are not in agreement with the accounting records and returns; or
•
certain disclosures of directors’ remuneration specified by law are not made; or
• we have not received all the information and explanations we require for our audit.
Responsibilities of directors
As explained more fully in the directors’ responsibilities statement, as set out on page 9, the Directors are responsible for the
preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control
as the Directors determine is necessary to enable the preparation of financial statements that are free from material
misstatement, whether due to fraud or error.
In preparing the financial statements, the Directors are responsible for assessing the Group’s and the Parent Company’s ability
to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of
accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably
be expected to influence the economic decisions of users taken on the basis of these financial statements.
A further description of our responsibilities for the financial statements is located on the FRC’s website at:
www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report.
Page | 16
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
Extent to which the audit was considered capable of detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or
error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from
error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error,
as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed
non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely
we would become aware of it.
Identifying and assessing potential risks arising from irregularities, including fraud
The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities,
including fraud, included the following:
• We considered the nature of the industry and sector the control environment, business performance including
remuneration policies and the Group’s, including the Parent Company’s, own risk assessment that irregularities might
occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained
an understanding of the legal and regulatory frameworks applicable to the Group focusing on laws and regulations
that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of
the Companies Act 2006, UK tax legislation or those that had a fundamental effect on the operations of the Group.
• We enquired of the directors and management concerning the Group’s and the Parent Company’s policies and
procedures relating to:
-
-
-
identifying, evaluating and complying with the laws and regulations and whether they were aware of any
instances of non-compliance;
detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected
fraud; and
the internal controls established to mitigate risks related to fraud or non-compliance with laws and
regulations.
• We discussed among the engagement team regarding how and where fraud might occur in the financial statements
and any potential indicators of fraud.
• We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur
by evaluating management’s incentives and opportunities for manipulation of the financial statements. This included
utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We
determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce
costs, creating fictitious transactions to hide losses or to improve financial performance, and management bias in any
accounting estimates.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through our review of the minutes of the Group’s and the Parent
Company’s board meetings and enquiries of management regarding any ongoing legal cases;
audit procedures performed by the engagement team in connection with the risks identified included:
•
-
Performing audit work over the risk of management override of controls, including testing of journal entries
and other adjustments for appropriateness, evaluating the business rationale of significant transactions
outside the normal course of business, and reviewing accounting estimates for bias.
- Reviewing financial statement disclosures and testing to supporting documentation to assess compliance
with applicable laws and regulations.
- Challenging assumptions and judgements made by management in their significant accounting estimates, in
particular with respect to provisions for claims incurred but not reported.
•
the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team
had the appropriate competence and capabilities; and
• we communicated relevant laws and regulations and potential fraud risks to all engagement team members, and
remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.
Page | 17
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2023
Use of our report
This report is made solely to the Parent Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law,
we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company’s members as a
body, for our audit work, for this report, or for the opinions we have formed.
Andrew Moyser FCA FCCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
15 December 2023
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number
OC312313)
Page | 18
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2023
Revenue
Cost of sales
Gross (loss)/profit
Administrative expenses
Fair value movement on investment property
(Loss) on disposal of investment property
Operating (loss)
(Loss) before interest
Year
ended
31 March 2023
Year
ended
31 March 2022
Note
£
£
1
2
2
8
8
2
18,183
64,839
(30,900)
(3,159)
(12,717)
61,680
(571,928)
(122,751)
(12,382)
(459,655)
112,000
(28,646)
(719,778)
(314,622)
(719,778)
(314,622)
Interest payable and similar charges
4
(123,848)
(171,714)
(Loss) before taxation
Income tax
(Loss) after taxation for the year attributable to
equity holders of the parent
Other comprehensive income attributable to
equity holders of the parent
(843,626)
(486,336)
5
-
-
(843,626)
(486,336)
-
-
Total comprehensive (loss) for the year
(843,626)
(486,336)
(Loss) attributable to:
Equity holders of the Parent
Total comprehensive (loss) for the year attributable to:
Equity holders of the Parent
(LOSS) PER ORDINARY SHARE:
Basic/diluted
(843,626)
(486,336)
(843,626)
(486,336)
6
(0.34) p
(0.34) p
All results in the current and preceding financial year derive from continuing operations.
The notes on pages 32 to 43 are an integral part of these consolidated financial statements.
Page | 19
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2023
TOTAL ASSETS
Non-current assets
Plant and equipment
Current assets
Inventory
Investment Properties
Trade and other receivables
Cash and cash equivalents
Total assets
EQUITIES & LIABILITIES
Current liabilities
Trade and other payables
Borrowings
Non-current liabilities
Deferred tax
Borrowings
Total liabilities
Net (liabilities)/Assets
Called up share
Share premium
Reverse acquisition reserve
Loan note equity reserve
Capital contribution reserve
Profit & loss account
Total Equity
Total Equity & Liabilities
As at
As at
Note
31 March 2023
£
31 March 2022
£
7
11
8
9
10
12
13
5
13
14
14 & 16
17
25,853
25,853
317,796
927,249
34,033
17,148
1,296,226
1,137
1,137
25,657
1,712,000
40,500
12,753
1,790,910
1,322,079
1,792,047
222,863
874,697
1,097,560
-
3,573,217
370,233
869,697
1,239,930
-
3,824,724
4,670,777
5,064,654
(3,348,698)
(3,272,607)
2,860,150
3,484,915
(2,817,633)
107,204
400,147
(7,383,481)
(3,348,698)
2,726,817
3,250,249
(2,817,633)
30,303
157,777
(6,620,120)
(3,272,607)
1,322,079
1,792,047
These financial statements were approved by the Board of Directors and authorised for issue on 15 December, 2023 and
are signed on its behalf by:
P Treadaway: ………………………………………. G Thorneycroft: …………………………………………
The notes on pages 32 to 43 are an integral part of these consolidated financial statements.
Page | 20
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 March 2023
Share
Share Loan Note
Reverse
Retained
Capital
Capital
Premium
Equity
acquisition
profits/ Contribution
Total
Equity
At 1 April 2021
£
£
2,726,817 3,250,249
Reserve
£
71,074
reserve
(losses)
Reserve
£
£
(2,817,633) (6,192,737)
£
£
(2,962,230)
-
Loss for the year
Total comprehensive
income for the year
Loan note equity reserve
Movement in loan note
equity reserve
Capital contribution during
the period
(486,336)
(486,336)
18,182
(58,953)
58,953
(486,336)
(486,336)
18,182
-
157,777
157,777
At 31 March 2022
2,726,817 3,250,249
30,303
(2,817,633) (6,620,120)
157,777
(3,272,607)
At 1 April 2022
2,726,817 3,250,249
30,303
(2,817,633) (6,620,120)
157,777
(3,272,607)
Loss for the year
Total comprehensive
income for the year
Loan note equity reserve
Capital Contribution
during the period
Shares issued during the
year net of costs
76,901
(843,626)
(843,626)
80,165
(843,626)
(843,626)
157,066
242,370
242,370
133,333
234,666
100
368,099
At 31 March 2023
2,860,150 3,484,915
107,204
(2,817,633)
(7,383,481)
400,147
(3,348,698)
The reverse acquisition reserve was created in accordance with IFRS3 ‘Business Combinations’. The reserve relates to a
reverse acquisition between the Company and Combe Bank Homes Ltd (CBH) on 11/11/2011 via a share for share exchange.
This reserve arises as a result of the elimination of the Plc's investment in CBH resulting in the shareholders of PLC becoming
majority shareholders in the enlarged group.
Retained profit/(losses) are the cumulative net gains and losses less distributions made and items of other comprehensive
income not accumulated in another separate reserve.
Loan note equity reserve relates to the equity portion of the convertible loan notes and is the amount that has been provided
for in respect of the difference between the cash value and the liability element of the loan notes. An adjustment has been
made of £76,901 which is the amount provided for to 31 March 2023.
Capital contribution reserve arises due to amounts waived in respect of previously accrued interest on shareholders or related
party loan accounts. . Capital contribution reserves are shown in note 17.
Further details of shares issues in the year are shown in note 14,
The notes on pages 32 to 43 are an integral part of these consolidated financial statements.
Page | 21
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2023
Cash flow from operating activities
(Loss) after taxation
Depreciation
(Increase) Decrease in inventory
Decrease (Increase) in receivables
Increase (Decrease) in payables
Loss on disposal
Inventory written-off
Property revaluation
Loan note equity movement
Interest payable and similar charges
Net cash outflow from operating activities
Investing activities:
Disposal/(Purchase) of investment property
Purchase of equipment
Financing activities:
Issue of shares (net of costs)
New loan borrowings
Repaid loan borrowings
Related party new loan borrowing
Related party loan repayment
Repayment of other borrowings
Interest paid
2023
£
(843,626)
284
(321,889)
6,467
95,001
12,382
29,750
122,751
157,066
123,848
(617,966)
649,618
(25,000)
624,618
368,100
105,116
(270,191)
188,153
(259,752)
(90,000)
(43,683)
2022
£
(486,336)
379
52,954
(7,045)
(53,958)
22,500
-
(112,000)
58,953
171,714
(352,839)
352,500
352,500
-
-
-
297,500
(452,758)
(9,583)
( 6 8 ,2 6 0 )
Net cash (outflow) from financing
(2,257)
(233,101)
(Decrease)/increase in cash and cash equivalents in the year
4,395
(233,440)
Cash and cash equivalents at the beginning of the year
Cash and cash equivalents at the end of the year
12,753
17,148
246,193
12,753
The notes on pages 32 to 43 are an integral part of these consolidated financial statements.
Page | 22
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
BASIS OF ACCOUNTING
These financial statements are for Trafalgar Property Group Plc (“the Company”) and its subsidiary undertakings (‘the
Group’). The Company is a public company, limited by shares and incorporated in England and Wales. (Company
number is 04340125). The Company’s registered office is Chequers Barn, Chequers Hill, Bough Beech, Edenbridge,
Kent, TN8 7PD.
The nature of the Group’s operations and its principal activities are set out in the Strategic Report on page 4 - 7 .
BASIS OF PREPARATION
The Group financial statements have been prepared in accordance with International Financial Reporting Standards as
adopted in the United Kingdom (“UK adopted IFRS”) and those parts of the Companies Act 2006 that are relevant to
companies which report in accordance with IFRS. These financial statements are for the year ended 31 March 2023
and are presented in pounds sterling (“GBP”) rounded to the nearest pound. The comparative year is for the year to 31
March 2022.
The financial statements have been prepared under the historical cost convention and on an accrual method of
accounting, except for certain financial assets and liabilities which are measured at fair value as explained in the
accounting policies below.
AUDIT EXEMPTION OF SUBSIDIARIES
The following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit
of individual accounts by virtue of s479A of the Act.
Company name
Trafalgar New Homes Ltd
Trafalgar Retirement+ Ltd
Selmat Ltd
Combe Homes (Borough Green) Ltd
Combe Bank Homes (Oakhurst) Ltd
Life Hydroponic Assets Ltd
Registered number
06003791
10431083
09428992
08965850
07532693
14437592
The outstanding liabilities at 31 March 2023 of the above named subsidiaries have been guaranteed by the Company
pursuant to s479AC of the Act. In the opinion of the directors, the possibility of the guarantees being called upon is
remote.
GOING CONCERN
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate
regard for the current economic environment and the particular circumstances in which the Group operates. These were
prepared with reference to historical and current industry knowledge, taking into account future strategy of the Group.
During the year the Company raised £400,000 for working capital purposes by way of an issue of 133,333,333 shares at
0.3p per share and re-organised the loans with C C Johnson for a further two years.
As indicated in note 20 subsequent to the balance sheet date, the Company has raised £125,000 for working capital
purposes by way of an issue of 125,000,000 shares at 0.1p per share.
The total amount of loans remaining in the Group following the sale of the investment property during the year amounts
to £4,447,914 (2022 - £4,694,421) as shown in note 13. At the date of the audit report the final investment property had
been sold and from the sale proceeds a total of £851,698 was repaid to clear part of the loans outstanding. Of the balance
of the loans remaining outstanding of £3,596,216, a sum of £3,299,800 relates to loans owed to C Johnson, plus connected
parties, a director of subsidiary companies. The balance of amounts owed were to independent third parties.
Page | 23
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
The Group continues to utilise banking sources for the financing of its developments, together with significant loans
from third party investors as stated in note 13, which is after the disposal of its investment properties, to ensure that there
is sufficient money available for the Group to undertake and complete its various developments.
The Group does not operate an overdraft facility but borrow on a site specific basis from various bankers, with a mix
of loans from outside investors geared to some of the development properties and otherwise loaned on a general basis to
the Group.
The Board is comfortable with the structure of its bank finance, which usually involves the bank lending a modest sum
towards the land purchase for the modest sized residential development schemes, with the Group putting up the rest of
the funds required to acquire the site and the costs associated with the acquisition and then for the bank to provide 100%
of the build finance.
The site at Speldhurst is due for completion by the end of 2023 with a sale expected in quarter one of 2024. This sale will
then make additional funds available to the group.
However, given that a degree of uncertainty exists in the timing of future sales, and management’s ability to refinance
all loans due in the next twelve months, there exists a material uncertainty in relation to the going concern basis adopted
in the preparation of the financial statements.
REVENUE RECOGNITION
Revenue represents the amounts receivable from the investment in residential property during the year and other income
directly associated with property development. This will take the form of rental income and sales of investment property.
Rental income is recognized at the point of receipt being the contractual date in accordance with the tenancy agreements.
Revenue from customers arising from the sales of development property are recognized at the transaction price which
reflects the amount of consideration that is expected to be received, and is recognized at a point in time when ownership
passes to the customer, which in the majority of cases is the point of legal completion of the property sale and are shown in
the accounts by way of a profit/(loss) on disposal.
The Directors are of the opinion that this accounting policy accurately reflects commercial reality and the recording
of revenue for the Group.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following new standards or amendments to existing standards were applicable for the first time and have not had an
impact on the financial statements.
New standards, interpretations and amendments
Amendments to IFRS 16, Lease liability in a Sale and Leaseback
Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) requires a seller-lessee to subsequently measure lease
liabilities arising from a leaseback in a way that it does not recognise any amount of the gain or loss that relates to the
right of use it retains. The new requirements do not prevent a seller-lessee from recognising in profit or loss any gain or
loss relating to the partial or full termination of a lease.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
The Group adopt early the following amendments to standards which are not yet mandatory.
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
(issued January 2020)
The amendments clarify that the classification of a liability as current or non-current is based only on rights existing at
the end of the reporting period and the classification is not affected by expectations about whether rights to settle or defer
Page | 24
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
a liability will be exercised. Further, the amendments clarify that the settlement of a liability refers to the transfer of cash,
convertible debts, other assets, or services to the counterparty. This amendment only affects presentation.
The amendment is effective for financial years beginning on or after 1 January 2024 and has not yet been adopted for use
in the United Kingdom.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Adoption of the following standards does not have an impact on the consolidated financial statement of the Group:
Amendments to IFRS 3 – References to the conceptual framework (issued in May 2020)
The amendments change references and cross-references from IFRS 3 to the Framework for the Preparation and
Presentation of Financial Statements.
The amendment is effective for financial years beginning on or after 1 January 2022.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 16 Property, Plant and Equipment (issued in May 2020)
The amendments require any proceeds from selling items produced (and related production costs) in the course of bringing
an item property, plant and equipment into operation to be recognised in profit or loss clarifying that such items are not
reflected in the cost of the asset.
The amendment is effective for financial years beginning on or after 1 January 2022.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 37 Provisions, Contingent Liabilities and Contingent Assets (issued in May 2020)
The amendments clarify that the cost of fulfilling a contract are costs that relate directly to
that contract. Such costs can be the incremental costs of fulfilling that contract or an allocation of other costs directly
related to fulfilling that contract.
The amendment is effective for financial years beginning on or after 1 January 2022.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement - Disclosure of Accounting policies (issued in February 2021)
The amendments enhance the disclosure requirements relating to an entity’s accounting policies and clarify that the notes
to a complete set of financial statements are required to include material accounting policy information. Material
accounting policy information, when considered with other information included in the financial statements, can
reasonably be expected to influence decisions that the primary users of financial statements make on the basis of the
financial statements. The amendments help preparers determine what constitutes material accounting policy information
and notes that accounting policy information which focuses on how IFRS has been applied to its own circumstances is
more useful for users of financial statements than standardised information or information duplicating the requirements
of IFRS.
The amendment also states that immaterial accounting policy information need not be disclosed but when it is disclosed
it shall not obscure material accounting policy information. Further, if accounting policy information is not deemed
material this does not affect the materiality of related disclosure requirements of IFRS.
The disclosure of judgements made in applying accounting policies should reflect those that have had the most significant
effect on items recognised in the financial statements.
The amendment is effective for financial years beginning on or after 1 January 2023 and has not yet been adopted for use
in the United Kingdom.
Page | 25
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 8 - Definition of Accounting Estimates (issued in February 2021)
The amendments introduce a new definition of accounting estimates and also clarify the distinction between changes in
accounting estimates, changes in accounting policies and the correction of errors.
The amendment is effective for financial years beginning on or after 1 January 2023 and has not yet been adopted for use
in the United Kingdom.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued 7
May 2021)
The amendments specify how companies should account for deferred tax on transactions such as leases and
decommissioning obligations.
In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities
for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such
as leases and decommissioning obligations—transactions for which companies recognise both an asset and a liability.
The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on
such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and
decommissioning obligations.
The amendments are effective for financial years beginning on or after 1 January 2023 and have not yet been adopted for
use in the United Kingdom.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Annual Improvements to IFRS Standards 2018–2020 (Issued May 2020)
The improvements to IFRS address the following:
•
•
•
•
Amendments to IFRS 1 – a subsidiary which adopts IFRS for the first time may elect, in its financial statements,
to measure cumulative translation differences for all foreign operations at the carrying amount that would be
included in the parent’s consolidated financial statements, based on the parent’s date of transition to IFRSs if no
adjustments were made for consolidation procedures and for the effects of the business combination in which the
parent acquired the subsidiary. A similar election is available to an associate or joint venture.
Amendments to IFRS 9 – in regard to the derecognition of financial liabilities, the amendment to IFRS 9 clarifies
that when undertaking the 10% derecognition test that in the determination of fees paid net of fees received, a
borrower includes only fees paid or received between the borrower and the lender, including fees paid or received
by either the borrower or lender on the other’s behalf.
Amendments to IAS 41 – the amendment clarifies that when determining fair value of a biological asset an entity
does not include any cash flows for financing the assets, taxation, or re-establishing biological assets after harvest
(for example, the cost of replanting trees in a plantation forest after harvest).
Amendments to IFRS 16 – the amendments make one of the worked examples in the application guidance clearer
to follow.
The amendment is effective for financial years beginning on or after 1 January 2022.
The Group does not expect a material impact on its consolidated financial statements from these amendments.
Business Combination
On the acquisition of a subsidiary, the business combination is accounted for using the acquisition method. The cost of
an acquisition is measured as the aggregated amount of the fair value of the consideration transferred, measured at the
Page | 26
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIS
For the year ended 31 March 2023
date of acquisition. The consideration paid is allocated to the assets acquired and liabilities (including contingent
liabilities) assumed on the basis of fair values at the date of acquisition. Acquisition costs are expensed when incurred
and included in general and administrative expenses.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the company and its subsidiaries.
The results of subsidiaries acquired during the year are included from the date of acquisition, being the date on which
the Group obtains control. They are deconsolidated on the date that control ceases.
When the Group ceases to have control or significant influence, any retained interest in the entity is re measured to its
fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying amount
for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In
addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for
as if the Group had directly disposed of the related assets or liabilities. This may mean the amounts previously recognised
in other comprehensive income are reclassified to profit or loss.
Control is achieved when the Company:
•
•
•
has the power over the investee;
is exposed or his rights, to variable returns from its involvement with the investee; and
has the ability to use its power to affect its returns.
FUNCTIONAL CURRENCY
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements
are presented in Pounds Sterling (£), which is the Company’s functional and the Group’s presentation currency.
In preparing these financial statements, transactions in currencies other than the Company and Group’s presentational
currency (“foreign currencies”) are recorded at the rates of exchange prevailing on the dates of the transaction. At each
statement of financial position date, monetary items in foreign currencies are translated into the presentational currency
at the exchange rate prevailing at statement of financial position date.
Exchange differences arising on the settlements of monetary items and on the retranslation of monetary items are included
in the consolidated statement of comprehensive income for the year.
DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under
which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no
further payments obligations.
The contributions are recognised as an expense in the profit or loss when they fall due. Amounts not paid are shown in
accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from the Group in
independently administered funds
FINANCIAL INSTRUMENTS
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the
instrument. Financial instruments are de-recognised when they are discharged or when the contractual term expire.
The Company’s accounting policies in respect of financial instruments transactions are explained below: Financial assets
and financial liabilities are initially measured at fair value.
Financial assets:
All recognised financial assets, including trade and other receivables, are initially recognized at the transaction price
and subsequently measured at amortised cost using the effective interest rate method.
Page | 27
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
Debt instruments at amortised cost
Debt instruments are subsequently measured at amortised cost where they are financial assets held within a business
model whose objective is to hold financial assets in order to collect contractual cash flows and selling the financial assets,
and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of
principal and interest on the principal amount outstanding. Amortised cost is calculated using the effective interest
method and represents the amount measured at initial recognition less repayments of principal plus the cumulative
amortisation using the effective interest method of any difference between the initial amount and the maturity amount,
adjusted for any loss allowance.
Trade payables
Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective
interest rate method.
Convertible loan notes
Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity
component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest
rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan notes and the
fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the
Group, is included in equity. Issue costs are apportioned between the liability and equity components of the convertible
loan notes based on their relative carrying amounts at the date of issue. The portion relating to the equity component is
charged directly against equity. The interest expense on the liability component is calculated by applying the prevailing
market interest rate for similar non-convertible debt to the liability component of the instrument. The difference between
this amount and the interest paid is added to the carrying amount of the convertible loan note.
Share capital
Ordinary share capital is classified as equity. Interim ordinary dividends are recognised when paid and final ordinary
dividends are recognised as a liability in the year in which they are approved.
Deferred shares were created as part of a subdivision of shares but carry no voting rights and no right to participate in the
profits of the company.
Impairment of financial assets
IFRS 9 offers two approaches for measuring and recognizing the loss allowance: General and Simplified. The general
approach should be applied for all financial assets subject to impairment, except for trade receivables or contract assets
(IFRS 15) without significant financing component, for these assets simplified approach should be applied. The Group’s
financial instruments measured at amortised cost falling within the scope of the standard are (i) trade and other receivables
and (ii) cash and cash equivalents. While cash and cash equivalents are also subject to the impairment requirements of
IFRS 9, the identified impairment loss was immaterial.
Trade and other receivables
The Group applies the IFRS 9 Simplified approach, by recognising a loss allowance based on a lifetime expected credit
loss (“ECL”) at each reporting date.
Financial liabilities:
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading,
nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective
interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest
expense over the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash
payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost
of a financial liability.
Page | 28
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
Derecognition of financial liabilities
The Company de-recognise financial liabilities when, and only when, the Company's obligations are discharged,
cancelled or they expire.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and deposits held at call with banks with maturities of three months
or less from inception.
INVENTORIES
Inventories consist of the original acquisition of land for development, including costs associated with planning,
and properties under construction and are stated at the lower of cost and net realisable value. Cost comprises direct
materials and, where applicable, direct labour costs and those overheads that have been incurred in bringing the
inventories to their present location and condition. Interest on sums borrowed that finance specific projects is added
to cost. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be
incurred in marketing, selling and distribution.
PROPERTY PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated depreciation and accumulated impairment.
Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets using the
reducing balance method over their expected useful economic lives. The rates generally applicable are:
Fixtures, fittings and equipment - 25% on reducing balance
Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.
INVESTMENT PROPERTY
Investment property, which is property held to earn rentals and/or for capital appreciation (including property under
construction for such purposes), is measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment property is measured at fair value. Gains or losses arising from changes in the fair value of
investment property are included in profit or loss in the period in which they arise.”
FINANCIAL LIABILITIES & CONVERTIBLE DEBT
Financial liabilities and convertible debt issued by the Group are classified according to the substance of the contractual
arrangements entered into and the definitions of a financial liability and convertible debt instrument. The current
Convertible debts are accounted for as having both a debt and an equity element. The difference between the loan note
value received by the company and the fair value of a debt only instrument with imputed interest rate and with a final
settlement figure is recognized under loan note equity reserve account at the point of issue. This loan note equity reserve
has a 10% imputed interest rate as managements' best estimate as to the interest rate that would be expected from the
market for an unsecured loan without a conversion element. Convertible debt consists of unsecured loan notes
convertible, totaling £905,000 (2022: £905,000) in full, into 226,250,000 ordinary shares at 0.4p per ordinary share and
can be convertible at any time by Mr. C C Johnson for two years from July 2022, further details are provided within note
13.
BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that take a substantial period of time to be completed for sale, are added to the cost of property held as inventory
at the year end. All other borrowing costs are recognised in the profit or loss in the year in which they relate.
Page | 29
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
CURRENT AND DEFERRED TAXATION
Current tax assets and liabilities for the current and prior years are measured at the amount expected to be recovered
from or paid to the tax authorities. The tax rates and the tax laws used to compute the amount are those that are
enacted or substantively enacted, by the reporting date.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported in
the income statement because it excludes items of income or expense that are taxable or deductible in other years
and it further excludes items that are never taxable or deductible. The Group's liability for current tax is calculated
using tax rates and tax laws that have been enacted or substantively enacted at the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit.
Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are
recognised to the extent that it is probable that taxable profits will be available against which deductible temporary
differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill
or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor
the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates and tax laws that have been enacted or substantively enacted at the reporting
date that are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is
charged or credited in profit or loss, except when it relates to items charged or credited directly to other
comprehensive income, in which case the deferred tax is also dealt with in other comprehensive income.
PROVISIONS
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflo w 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. Where the Group expects some or all
of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the reimbursement
is virtually certain. The expense relating to any provision is presented in the income statement net of any
reimbursement. If the effect of the time value of money is material, provisions are discounted using a current pre-
tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in
the provision due to the passage of time is recognised as a borrowing cost.
COMMITMENTS AND CONTINGENCIES
Commitments and contingent liabilities are disclosed in the financial statements. They are disclosed unless the
possibility of an outflow of resources embodying economic benefits is remote. A contingent asset is not recognised
in the financial statements but disclosed when an inflow of economic benefits is virtually certain.
CRITICAL ACCOUNTING JUDGMENTS AND KEY SOURCES OF ESTIMATION AND
UNCERTAINTY
The preparation of financial statements in conformity with law & United Kingdom adopted International Financial
Reporting Standards (UK adopted IFRS) and IFRS in conformity with the requirements of the Companies Act 2006
requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the
process of applying the Group’s accounting policies. The areas involving a higher degree of judgment or complexity, or
areas where assumptions and estimates are significant to the Group financial statements are disclosed below.
Page | 30
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2023
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the present circumstances.
Valuation of Inventory
The Group assesses the net realisable value of inventories under development and completed properties held for sale
according to their recoverable amounts based on the realisability of these properties, taking into account estimated costs
to completion based on past experience and committed contracts and estimated net sales based on prevailing market
conditions. Provision is made when events or changes in circumstances indicate that the carrying amounts may not be
realised. The carrying value is reduced by its selling price less costs to complete and sell. This w r i t t e n d o w n
a m o u n t is recognised immediately in profit or loss. The assessment requires the use of judgment and estimates. The
carrying amount of inventory is disclosed in note 11 to the financial statements.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable
profits will be available in the future against which the reversal of temporary differences can be deducted. To
determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary
differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against
the future taxable profits.
Impairment of non financial assets
At each statement of financial position date, the Company reviews the carrying amounts of its tangible and
intangible assets with finite lives to determine whether there is an indication that those assets have suffered an
impairment loss. If any such indication exists, the assets recoverable amount is estimated in order to determine the extent
of the impairment loss (if any). The recoverable amount is the higher of (a) fair value less costs to sell and (b) value in
use.
If the recoverable amount of an asset is estimated to be less than its carrying amount, the carrying amount of the asset is
reduced to its recoverable amount. Impairment losses are recognised as an expense immediately, unless the relevant
asset is land or buildings at a revalued amount, in which case the impairment loss is treated as a revaluation decrease.
Where an impairment loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate
of its recoverable amount, but so that the increased carrying amount does not exceed the carrying amount that would
have been determined had no impairment loss been recognised for the asset in prior years. A reversal of an impairment
loss is recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the
reversal of the impairment loss is treated as a revaluation increase.
Page | 31
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
1.
SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker (“CODM”) takes the form of the Board of Directors.
The Directors’ opinion of the business of the Group is as follows.
The principal activity of the Group is investment in residential property.
Based on the above considerations, the Directors’ consider there to be one reportable geographical segment which is in
the UK The internal and external reporting is on a consolidated basis with transactions between Group companies
eliminated on consolidation. Therefore the financial information of the single segment is the same as that set out in the
consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated
statement of financial position and cashflows. Therefore no segmental reporting is required.
Revenue
An analysis of revenue is as follows:
The Group’s revenue, which is all attributable to their principal activity, can be shown as follows:
2023
£
2022
£
Rental Income
Timing of Revenue are as follows:
Rental income transferred over time
18,183
18,183
64,839
64,839
2023
£
2022
£
18,183
18,183
64,839
64,839
2023
£
2022
£
Revenues analysed by geographic location are as follows:
United Kingdom
18,183
64,389
2.
LOSS FOR THE YEAR
Operating loss is stated after charging/(crediting) the following:
Subcontractor costs and cost of inventories recognised as an expense
Write off of Inventory
Depreciation of property, plant and equipment
Auditor’s remuneration – audit services – Group
Auditor’s remuneration – other assurance services – Group
£
1,150
2023
29,750
30,900
284
31,750
4,750
36,500
£
2022
3,159
-
3,159
3 7 9
25,650
5,000
30,650
Page | 32
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Operating expenses by nature:
Employee expenses
Depreciation
Legal and professional fees
Other expenses
228,184
284
257,648
85,812
571,928
142,056
379
174,574
142,646
459,655
There are no operating expenses that generated a rental income during the year.
3.
EMPLOYEES AND DIRECTORS’ REMUNERATION
Staff costs during the year were as follows:
Wages and salaries
Social security costs
Other pension costs
The average number of employees of the Group during the year was:
Directors
C C Johnson and A Johnson are directors of subsidiary entities
Management
Directors Remuneration was as follows:
- Emoluments for qualifying services J Dubois
- Emoluments for qualifying services A Johnson (director of subsidiary
entity)
- Emoluments for qualifying services P Treadaway
- Emoluments for qualifying services P Challinor
- Emoluments for qualifying services N Lott
- Emoluments for qualifying services G Thorneycroft
2023
£
185,567
20,627
21,990
228,184
2022
£
114,500
6,796
20,760
142,056
2023
Number
6
1
2023
£
8,333
60,000
50,000
6,731
3,333
39,169
167,566
2022
Number
7
1
2022
£
7,500
60,000
15,000
-
-
9,000
91,500
Highest paid director – gross salary including company pension contributions was £61,800 (2022 - £61,800)
There are retirement benefits accruing to Mr C C Johnson (director of subsidiary entities) for whom a Company contribution
was paid during the year of £18,000 (2022: £18,000), Mr A Johnson (director of subsidiary entities) £1,800(2022: £1,800)
and Mr G Thorneycroft £1,500 (2022: £270). Consultancy fees of £Nil (2022: £2,500) were paid to Mr N Lott during the
year.
4.
INTEREST PAYABLE AND SIMILAR CHARGES
For sites where the construction had been completed, the bank loan interest paid during the year on these sites of
£920 (2022: £nil) has been accounted for in the profit & loss within cost of sales. Total interest in the year of £86,451
(2022: £171,714) has been paid and accrued on general funding loans, loan notes and on rental property mortgage loan.
Further details are provided in notes 13 and 15.
Page | 33
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
2023
£
2022
£
C C Johnson
Trafalgar Property Group Plc
DFM Pension Scheme (pension scheme for J Dubois (former director))
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
G Howard
For the year ended 31 March 2023
C Rowe
S Johnson
Loan notes - C C Johnson
Paragon mortgage
Bank loan
5.
TAXATION
Current tax
Tax charge
UK corporation tax rate has been reviewed upward to 25% effective April
2023
(Loss)/profit on ordinary activities before tax
Based on (loss) for the year:
Tax at 19% (2022: 19%)
Unrelieved tax losses
Impairment
Tax losses carried forward
Tax charge for the year
-
1,559
10,000
584
198
80,165
30,422
920
123,848
25,000
12,000
29,500
4,500
10,331
58,954
31,429
-
171,714
2023
£
2022
£
-
-
-
-
2023
£
(843,626)
2022
£
(486,336)
(160,289)
-
-
160,289
-
(92,403)
-
-
92,403
-
Deferred tax
No deferred tax assets have been provided in respect of property revaluation as there are historical losses upon
which to offset. As at the 31 March 2023, the Group had cumulative tax losses of £6,296,440 (2022: £5,453,582)
that are available to offset against future taxable profits of the same trade.
Fair value movement on property revaluation
Tax at 19%
Tax losses available
Deferred tax for the year
2023
£
(122,751)
(23,323)
23,323
-
2022
£
112,000
21,280
(21,280)
-
The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United
Kingdom will increase from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%,
which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply
Page | 34
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
but with a marginal relief applying as profits. UK corporation tax rate has been reviewed by the Group as a result of this
changes.
6.
(LOSS) PER ORDINARY SHARE
The calculation of (loss)/profit per ordinary share is based on the following (losses) and the number of shares used should
be that retrospectively adjusted for the effect of consolidation:
(Loss) for the year
2023
£
(843,626)
2022
£
(486,336)
Weighted average number of shares for basic (loss) per share
Weighted average number of shares for diluted (loss) per share
249,525,835
249,525,835
142,519,038
142,519,038
(Loss) per Ordinary Share:
Basic
Diluted
(0.34)p
(0.34)p
(0.34)p
(0.34)p
7.
PROPERTY, PLANT AND EQUIPMENT
Plant and equipment
2023
Cost
At 1 April
Additions
At 31 March
Depreciation
At 1 April
Charge for the year
At 31 March
Net book value at 31 March
8.
CURRENT ASSET: PROPERTIES
FAIR VALUE
As at 01 April
Additions
Disposals
Fair Valuation Adjustment
31 March
NET BOOK VALUE
As at 31 March
Fair Value at 31 March is represented by:
£
7,790
25,000
32,790
6,653
284
6,937
25,853
2022
£
7,790
-
7,790
6,274
379
6,653
1,137
2023
£
1,712,000
-
(662,000)
(122,751)
927,249
2022
£
-
1,975,000
(375,000)
112,000
1,712,000
927,249
1,712,000
Revaluation in 2023 (2022: at revalued amount)
927,249
1,712,000
Loss on Disposal:
Fair value
662,000
375,000
Page | 35
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Disposal proceeds (net of costs)
Loss on Disposal
649,618
12,382
352,500
22,500
Fair value has been assessed by using level 3 fair value hierarchy and using the selling price achieved following the sale of
one leasehold property in May 2022 of £337,000 and another property sold in February 2023 of £325,000. The remaining
property was fair valued using the selling price achieved following the sale in September 2023.
9.
TRADE AND OTHER RECEIVABLES
Other receivables
Other taxes
Prepayments
2023
£
2,300
9,457
22,276
34,033
2022
£
2,300
12,530
25,670
40,500
No IFRS9 provision has been recognized on the above financial instruments on the basis that this provision has been
deemed to be immaterial
10.
CASH AND CASH EQUIVALENTS
All of the Group's cash and cash equivalents at year end are in Sterling and held at floating interest rates.
Cash and cash equivalents
2023
£
2022
£
17,148
12,753
The Directors consider that the carrying amount of cash and cash equivalents approximate to their fair value.
11.
INVENTORY
Work in progress
2023
£
2022
£
317,796
25,657
Inventories recognised as an expense during the period totalled £nil (2022: £nil). Borrowing costs capitalized in the
year total £6,393 (2022 – nil)
Write-down of inventories recognised as an expense in the period totalled £29,750 (2022: £nil). This was due to the
owners of the Leatherhead site taking an alternative offer for their project from an independent third party
Inventories pledged as security for liabilities as at the year end totalled £275,000 (2022: £nil).
12.
TRADE AND OTHER PAYABLES
Trade payables
Taxation & social security
Accruals
2023
£
122,697
14,211
85,955
222,863
2022
£
23,715
5,378
341,140
370,233
Page | 36
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
13.
BORROWINGS
Directors’ loans
Other loans
Bank loans - see under
Being:
Less than one year
More than one year
2023
£
3,086,949
560,000
800,965
4,447,914
874,697
3,573,217
4,447,914
2022
£
3,038,382
731,666
924,373
4,694,421
869,697
3,824,724
4,694,421
Directors’ loans included a sum of £nil (2022: £100,000) advanced by the DFM Pension Scheme of which Mr J Dubois
was the principal beneficiary, which had been repaid during the year. This loan bore interest at 12% per annum (2022:
12% per annum).
Historic loan notes with a nominal value of £600,000 and £200,000 respectively were rolled up in to a new convertible
loan note agreement in the year along with related party loans of £105,000 to create a new convertible loan note with a
nominal value of £905,000. The liability in respect of this transaction is disclosed within directors loans above with a
present value as at 31st March 2023 of £797,796 (2022: £769,697). Refer to note 14 for further details. As a financial
instrument with both debt and equity components, an amount was recognised directly into a Loan Note Equity Reserve
on issue, as explained further in note 14, with the debt element being unwound at an implied interest rate of 10% and
the interest recognized through profit and loss.
The remaining balance is disclosed in note 15.
Included in other loans is £560,000 (2022: £600,000) advanced by Mr G Howard (son-in-law to Mr C C Johnson to
the Company at rates of 10% & 5% per annum (2022: 10% & 5% pa) together with £nil (2022: £90,000) has been
advanced by C Rowe, a former employee of the Group, at a rate of 5% per annum. The balance relates to the Covid Loan.
Details of the negotiated loan interest reduction with Mr G Howard for accrued interest are given in note 17.
Mrs S Johnson, wife of Mr C C Johnson has a legal charge on flats 3 & 5 Burnside Court Sandhurst Road, Tunbridge
Wells Kent of £nil (2022: £33,255) in connection with her loan to Selmat. During the year the sum of £33,255 was
repaid.
Selmat has also granted to Paragon Mortgages a legal charge over the freehold property at Hildenborough. The mortgage
was interest only, for a term of seven years with a fixed interest rate for the first five years. The property property had
been rented out but was sold after the year end.
The bank borrowings are repayable as follows:
On demand or within one year
In the second year
In the third to fifth years inclusive
After five years
2023
£
-
-
-
800,965
800,965
2022
£
-
-
-
924,373
924,373
Less amount due for settlement within twelve months
-
-
(included in current liabilities)
Amount due for settlement after twelve months
800,965
924,373
Page | 37
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
The weighted average interest rates paid on the bank loans were as follows:
Bank loans: 3.4 % (2022: 3.4%)
All of the Directors’ loans are repayable after more than 1 year with the exception of loan notes amounting to £797,796
relating to Mr C C Johnson.. All loans are interest bearing and charged accordingly. However Mr C C Johnson has
waived his right to interest in the year with the exception of the first £ 500,000 (2022: first £500,0000). Interest of nil
(2022: £25,000) has been accrued in the year. Interest of £1,559 (2022: £12,000) was paid to Mr J Dubois at the rate
of 12% pa (2022: 12% pa).
14.
SHARE CAPITAL
Issued allotted & paid share capital
Ordinary shares
Ordinary shares of 0.1p in issue
Ordinary shares of 0.1p issued in year
Total ordinary shares of 0.1p in issue
Deferred shares
Deferred shares of 0.9p in issue
Deferred shares of 0.9p arising in year
Total Deferred shares of 0.9p in issue
2023
Number
2022
Number
142,519,038
133,333,333
275,852,371
142,519,038
-
142,519,038
287,144,228
-
287,144,228
287,144,228
-
287,144,228
Background - Ordinary shares, warrants and loan notes
On 10 June 2022, 133,333,333 ordinary shares of 0.1p each were issued under a placing at 0.3p each (at a premium of
0.2p per share) to raise £400,000 before costs of £32,000.
On the 31 July 2022 the Company agreed with Mr C C Johnson a consolidation and variation of terms of the two
unsecured convertible loan notes and direct debt held by him. The conversion of the total amount owed to him by the
Company (£905,000) has resulted in the issue to Mr C C Johnson of a new unsecured conversation loan note for an
aggregate amount of £905,000, expiring 31 July 2024. This has replaced:
• The £ 600,000 unsecured convertible loan notes issued in July 2020 which would have been redeemable on
31 July 2022 and which were convertible at 2p per share (following the share consolidation in December
2020) and carried the right upon a conversion of the loan notes, to the grant of warrants to subscribe for
ordinary shares on a one to one basis, exercisable at the conversion price of 2p for a period of two years from
the date of grant;
•
The £ 200,000 unsecured convertible loan notes comprised in the loan facility entered into in November
2021, which would have been redeemable on 30 November 2022, and which were convertible at 0.7p per
share;
•
£ 105,0000 owed to him by the Company on directors’ loan account.
The new unsecured convertible loan note is convertible in full into 226,250,000 ordinary shares of 0.4p per ordinary
share and can be converted by Mr Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the
voting rights in issue in the Company.
Page | 38
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
The new unsecured convertible loan note carried the right upon a conversion, to the grant of warrants to subscribe for
ordinary shares on a one for one basis, exercisable at the conversion price for a period of two year from the date of grant.
Loan note equity reserve is the amount that has been provided for in respect of the difference between the cash value and
liability element of the loan notes.
The convertible loan notes have been accounted for as having both a debt and an equity element. This results in the
creation of a loan note equity reserve at the point of issue. This loan note equity reserve is the difference between the
loan note value received by the company of £ 905,000 (31 3 22: £800,000) and the fair value of a debt only instrument
with a 10% imputed interest rate and a final settlement figure of £905,000 in July 2024. This 10% imputed interest rate
of £80,165 (2022: £33,058), is managements' best estimate as to the interest rate that would be expected from the market
for an unsecured loan of £905,000 without a conversion element.
Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company
or to receive dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred
shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after holders of
ordinary shares have received £100,000 per ordinary share. Holders of deferred shares are not entitled to any further
rights of participation in the assets of the Company. The Company has the right to purchase the deferred shares in issue
at any time for no consideration.
Issued, allotted and fully paid
Ordinary shares b/fwd
Deferred shares b/fwd
Issued in year - ordinary shares
Issued in year – deferred shares
2023
£
2022
£
142,519
2,584,298
133,333
-
2,860,150
142,519
2,584,298
-
-
2,726,817
For the purpose of preparing the consolidated financial statement of the Group, share capital represents the nominal
value of the issued share capital of 0.1p per share (2022: 0.1p per share). Share premium represents the excess over
nominal value of the fair value consideration received for equity shares net of expenses plus deferred shares of 0.9p
after issued share capital of 1p.
15.
RELATED PARTY TRANSACTIONS
Mr C C Johnson, a subsidiary Director who served during the year, held 18,681,580 ordinary 0.1p shares in the Group as
at 31 March 2023 (2022 18,681,580 ordinary 0.1p).
Mr N Lott, who served as a Director during the year, held 50,000 ordinary 0.1p shares in the Group as at 31 March 2023
(2022: 50,000 ordinary 0.1p).
Mr P Treadaway who served as a Director during the year, held 19,733,466 ordinary 0.1p shares in the Group as at 31
March 2023 (2022: 19,733,466 ordinary 0.1p).
Mr G Thorneycroft who served as a Director during the year, held 600,000 ordinary 0.1p shares in the Group as at 31
March 2023 (2022: 600,000 ordinary 0.1p).
Page | 39
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Further details relating to warrants can be found under note 16.
The following working capital loans have been provided by the
Directors:
C C Johnson
Opening balances
Loan repayments
Personal drawings
Capital injected
Balance carried forward
J Dubois
Opening balances
Loan repayments
Balance carried forward
P Treadway
Opening balances
Drawn in year
Balance carried forward
2023
£
2022
£
2,938,382
(63,255)
(19,587)
268,258
3,123,798
100,000
(100,000)
-
-
(36,849)
(36,849)
3,002,865
(325,568)
(36,415)
297,500
2,938,382
150,000
(50,000)
100,000
-
-
-
Total Directors’ Loan
3,086,949
3,038,382
Mr Johnson’s Loan bore interest during the year at 5% (2022: 5% pa), but he has chosen to forego the interest (2022:
exception first £ 500,000 of capital upon which interest is paid at 5%). Mr Johnson was due interest of £ nil in the year
(2022: £25,000). Mr Johnson is no longer a Director of Trafalgar Property Group Plc, but remains a director of other
entities to the Group and remains a shareholder. Mr Dubois’s Loan, which is from his Pension Fund of which he is the
sole beneficiary, was paid interest of £1,559 (2022: £12,000) at 12% pa interest (2022: 12% pa). This loan was fully repaid
on 16th May 2022.
Mrs S Johnson, wife of Mr C C Johnson had originally provided a loan of £380,000 (2022: £ 380,000) to Selmat, a subsidiary
of the Group, which was reduced in the year to £nil, (2022: £33,255) which bore interest of 5% pa, (2022: 5% pa). This has
been included within Mr C C Johnson’s loan balance above.
Mr. G. Howard (son-in-law to Mr. C C Johnson) had previously advanced loans of £560,000 (2022: £600,000) to the
Company at rates of 10% & 5% per annum (2022: 10% & 5% pa)
During the year rents were paid of £10,000 (2022: £10,000) to the Combe Bank Homes Pension Scheme which owns the
freehold offices at Chequers Barn. Mr C C Johnson is a Trustee and Beneficiary of that Pension Scheme.
During the year payments were made to Mr N Lott of £Nil (2022: £2,500) for consultancy services.
During the year payments amounting to £15,900 (2022: £4,250) were made to Real Time Accounting Ltd for bookkeeping
services. Gary Thorneycroft is a majority shareholder and director of Real Time Accounting Ltd.
During the year payments amounting to £12,000 (2022: nil) were made to May Barn Horticultural Consultancy Ltd, for
hydroponic consultancy services, a company that Dr P Challinor was a director and major shareholder. In addition a new
company Life Hydroponic Asset Ltd was incorporated in the year , which then acquired hydroponic assets from Dr P
Challinor for £25,000 (2022: nil).
Page | 40
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
16.
SHARE WARRANTS
Share warrants as at the year end relate to the convertible loan note with Mr C C Johnson, details of this arrangement are
given in Note 14 to these accounts.
17.
CAPITAL CONTRIBUTION RESERVE
The capital contribution reserve of £400,147 (2022: £157,777) related to the renegotiation of interest accruing on loans
from Mr G Howard to below market rate terms. Interest was reduced from 10% pa to 5% pa for the entire term of the
loans and is now non compound.
As Mr. G Howard is related to Mr. C C Johnson, a related party, a Capital Reserve was created. In the current year, a
further provision of £242,370 was recognized as a result of Mr. Howard waiving all interest due on the loan
outstanding.
18.
CATEGORIES OF FINANCIAL INSTRUMENTS
All financial instruments are measured under IFRS 9 at amortised cost.
Capital risk management
The Group considers its capital to comprise its share capital and share premium. The Group’s capital
management objectives are to safeguard the entity’s ability to continue as a going concern, so that it can continue to
provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders
by pricing products and services commensurately with the level of risk.
Significant Accounting Policies
Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis
of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset,
financial liability and convertible debt are disclosed on pages 23 to 31 to these financial statements
Foreign currency risk
The Group has minimal exposure to the differing types of foreign currency risk. It has no foreign currency
denominated monetary assets or liabilities and does not make sales or purchases from overseas countries.
Interest rate risk
The Group is sensitive to changes in interest rates where interest is charged on a variable rate basis. This risk has been
minimized by:
the bank loan being repaid in full during the year, which was on a variable rate basis,
renegotiation of interest rates on some of the other loans from 10% to 5% (all fixed rates),
•
•
• partial repayments made in the year on other loans and,
•
the Paragon mortgages which are on a fixed rate for the first five years of the seven year term.
The impact of a 100 basis point increase in interest rates on these loans would result in additional interest cost for the
year of £nil (2022: £nil).
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to
the Group.
Page | 41
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Liquidity risk management
This is the risk of the Group not being able to continue to operate as a going concern.
The Directors have, after careful consideration of the factors set out above, concluded that it is appropriate to adopt
the going concern basis for the preparation of the financial statements and the financial statements do not include any
adjustments that would result if the going concern basis was not appropriate.
Derivative financial instruments
The Group does not currently use derivative financial instruments as hedging is not considered necessary.
Should the Group identify a requirement for the future use of such financial instruments, a comprehensive set of policies
and systems as approved by the Directors will be implemented.
Financial liabilities
31 March 2023
Trade payables
Borrowings – Directors’ loan
Borrowings – Bank loan
Borrowings – Other loans
Total
£
208,652
3,086,949
800,965
560,000
Due within
Due within
One year
£
208,652
874,697
Due within
Due within
one to five
years
£
Due over
Due over
Five years
£
2,212,252
560,000
800,965
Total
4,656,566
1,083,349
2,772,252
800,965
Financial liabilities
31 March 2022
Trade payables
Borrowings – Directors’ loan
Borrowings – Bank loan
Borrowings – Other loans
Total
£
364,855
3,038,382
924,373
731,666
Due within
Due within
One year
£
364,855
869,697
-
-
Due within
Due within
one to five
years
£
-
2,168,685
-
731,666
Due over
Due over
Five years
£
-
-
924,373
-
Total
5,059,276
1,234,552
2,900,351
924,373
19.
NET DEBT RECONCILIATION
Cash at bank
Cash and cash equivalents
2023
£
17,148
17,148
2022
£
12,753
12,753
Borrowing repayable (including overdrafts)
(4,447,914)
(3,924,724)
Net Debt
(4,430,766)
(3,911,971)
Page | 42
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2023
Net debt as at 1 April 2021
Cash flows
Net debt as at 31 March 2022
Cash flows
Net debt as at 31 March 2023
20.
SUBSEQUENT EVENTS
Cash and liquid
investment
Gross borrowings
with a fixed
interest rate
Total cash and
liquid
investments
£
246,193
(233,440)
12,753
4,395
17,148
£
(4,818,488)
893,764
(3,924,724)
(523,190)
(4,447,914)
£
(4,572,295)
660,324
(3,911,971)
(518,795)
(4,430,766)
Events following the year-end that provide additional information about the Group’s position at the reporting date
and are adjusting events are reflected in the financial statements. Events subsequent to the year-end that are not
adjusting events are disclosed in the notes when material.
Following the year end, the Group accepted an offer on Orchard House of £940,000 less costs of sale, with the proceeds
being used to clear the outstanding loan owed to Paragon Mortgages of £698,060 , a partial loan repayment of £176,000
being made to Mr G Howard, payment of creditors of £53,189.
On 18 August , the Company issued 125,000,000 new ordinary shares of 0.1p fully paid up in cash at 0.1p per share
under a placing raising £125,000 before expenses.
Page | 43
Trafalgar Property Group Plc
COMPANY BALANCE SHEET
For the year ended 31 March 2023
Fixed Assets
Investments
Current assets
Stocks
Debtors
Cash at bank and in hand
TOTAL ASSET
EQUITIES & LIABILITIES
Current liabilities
Trade & other payables
Note
7
8
2023
£
2022
£
-
-
54,220
3,842
58,062
58,062
-
34,339
3,657
37,996
37,996
9
961,756
977,891
TOTAL LIABILITIES
961,756
977,891
NET (LIABILITIES)
(903,694)
(939,895)
Called up share capital
Share premium account
Loan note equity reserve
Profit and loss account
Equity – attributable to the owners of the Parent
11
2,860,150
3,484,915
107,204
(7,355,963)
(903,694)
2,726,817
3,250,249
30,303
(6,947,264)
(939,895)
TOTAL EQUITY AND LIABILITIES
58,062
37,996
The loss for the financial year dealt with in the financial statements of the Parent Company was loss of £408,699 (2022:
loss £285,856 ).
The financial statements were approved by the Board of Directors on 15 December 2023 and authorised for issue
and are signed on its behalf by:
P Treadaway: ……………………………………….G T h o r n e y c ro f t : ……………………………………………
Company Registration Number: 04340125
The notes on pages 47 to 53 form an integral part of these financial statements
Page | 44
Trafalgar Property Group Plc
COMPANY STATEMENT OF CHANGES IN EQUITY
31 March 2023
At 1 April 2021
Loss for the year
Share
Capital
Premium
Share Loan Note
Equity
Reserve
£
£
2,726,817 3,250,249
£
71,074
Retained
profits/
(losses)
£
(6,628,350)
Total
Equity
£
(580,210)
(285,856)
(285,856)
Total comprehensive income for the year
(285,856)
(285,856)
Loan note equity reserve
Movement in loan note equity reserve
18,182
(58,953)
(33,058)
18,182
(92,011)
At 31 March 2022
2,726,817 3,250,249
30,303
(6,947,264)
(939,895)
At 1 April 2022
2,726,817 3,250,249
30,303
(6,947,264)
(939,895)
Loss for the year
(488,864)
(488,864)
Total comprehensive income for the year
-
(488,864)
(488,864)
Movement in Loan note equity reserve
Shares issued during the year net of costs
133,333
234,666
76,901
-
80,165
-
157,066
367,999
At 31 March 2023
2,860,150 3,484,915
107,204
(7,355,963)
(903,694)
Further details of share capital are shown in Note 11.
Loan note equity reserve is the amount that has been provided for in respect of the difference between the cash value and
the liability element of the loan notes. An adjustment has been made of £76,901 (2022:£18,182) as this amount relates to
the period from year end to the expiry of the loan notes being 31 July 2024.
The notes on pages 47 to 53 form an integral part of these financial statements.
Page | 45
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
1.
GENERAL INFORMATION
Nature of operations
Trafalgar Property Group Plc (“the Company”) is the UK holding company of a group of companies which are engaged
in residual property development and charges an appropriate management fee for general costs incurred 2023 - £78,591
(2022 - Nil). The Company is registered in England and Wales. Its registered office and principal place of business is
Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent TN8 7PD.
2.
BASIS OF PREPARATION
The financial statements have been prepared under the historical cost convention and in accordance with applicable
United Kingdom law, FRS 102 and accounting standards. The principal accounting policies are described below. They
have all been applied consistently throughout the year and preceding year.
The Company has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not
presented its own Statement of Comprehensive Income to these financial statements. The Company has taken advantage
of the disclosure exemption from the requirements of section 7 Statement of Cashflow, as permitted by the FRS 102
“The Financial Reporting Standard applicable in the UK and Republic of Ireland”.
3.
SIGNIFICANT ACCOUNTING POLICIES
(a) GOING CONCERN
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with
appropriate regard for the current economic environment and the particular circumstances in which the Company
operates. These were prepared with reference to historical and current industry knowledge, taking into account future
strategy of the Company and wider Group.
As indicated in note 13, subsequent to the balance sheet date, the Company has raised £125,000 before expense, for
working capital purposes by way of an issue of 125,000,000 shares at 0.1p per share. The existing operations have
been generating funds to meet short-term operating cash requirements. As a result of these considerations, at the time
of approving the financial statements, the Directors consider that the Company and the Group have sufficient
resources to continue in operational existence for the foreseeable future. It is appropriate to adopt the going concern basis
in the preparation of the financial statements. As with all business forecasts, the Directors’ statement cannot guarantee
that the going concern basis will remain appropriate given the material uncertainty about the future events.
(b) INVESTMENTS
Investments held as fixed assets are stated at cost less provision for impairment.
(c) TAXATION
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered)
using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have originated but not reversed at the balance
sheet date where transactions or events that result in an obligation to pay more tax in the future or a right to pay
less tax in the future have occurred at the balance sheet date. Timing differences are differences between the
Company's taxable profits and its results as stated in the financial statements that arise from the inclusion of gains
and losses in tax assessments in years different from those in which they are recognised in the financial statements.
A deferred tax asset is regarded as recoverable and therefore recognised only when, on the basis of all available
evidence, it can be regarded as more likely than not that there will be suitable taxable profits from which the future
reversal of the underlying timing differences can be deducted.
Page | 46
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
(d)
FINANCIAL
INSTRUMENTS
Financial assets and liabilities are recognised in the statements of financial position when the Company has become
a party to the contractual provisions of the instruments.
The Company’s financial assets and liabilities are initially measured at fair value plus any directly attributable
transaction costs. The carrying value of the Company’s financial assets, primarily cash and bank balances, and
liabilities, primarily the Company’s payables and other accrued expenses, approximate to their fair values.
Financial assets
(i)
On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, held-
to-maturity investments, loans and receivables financial assets, or available-for-sale financial assets, as appropriate.
Trade and other receivables
Trade and other receivables (including deposits and prepayments) that have fixed or determinable payments that are not
quoted in an active market are classified as other receivables, deposits, and prepayments. Other receivables, deposits,
and prepayments are measured at amortised cost using the effective interest method, less any impairment loss. Interest
income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of
interest would be immaterial.
(ii)
Financial liabilities are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Financial liabilities and convertible debt
Financial liabilities
Financial liabilities comprise long-term borrowings, short-term borrowings, trade and other payables and accruals,
measured at amortised cost using the effective interest method.
The effective interest method is a method of calculating the amortised cost of a financial liability and of
allocating interest income over the relevant period. The effective interest rate is the rate that exactly discounts estimated
future cash payments (including all fees on points paid or received that form an integral part of the effective interest
rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where
appropriate, a shorter period to the net carrying amount on initial recognition.
Convertible debt
Convertible debt issued by the Group are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability and convertible debt instrument. Convertible debt consists of new
unsecured loan notes convertible totaling £905,000 (2022: £905,000) in full, into 226,250,000 ordinary shares at 0.4p
per ordinary share and can be convertible at any time by Mr C C Johnson for two years from July 2022, further details
are provided within note 11.
The accounting policies adopted for specific financial liabilities and convertible debts are set out below.
4.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION
UNCERTAINTY
In the application of the Company’s accounting policies, which are described in note 3, the Directors are required
to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent
from other sources. The estimates and assumptions are based on historical experience and other factors, including
expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ
from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised if the revision affects only that period or in the period of the
revision and future periods if the revision affects both current and future periods.
Page | 47
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
The following are the key assumptions concerning the future and other key sources of estimation uncertainty at the
statement of financial position date that have a significant risk of causing a significant adjustment to the carrying
amounts of assets and liabilities in the financial statements:
Carrying value of investments in subsidiaries and intercompany
Management’s assessment for impairment of investment in subsidiaries is based on the estimation of value in use of the
subsidiary by forecasting the expected future cash flows expected on each development project. The value of the
investment in subsidiaries is based on the subsidiaries being able to realise their cash flow projections.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable
profits will be available in the future against which the reversal of temporary differences can be deducted. To
determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary
differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against
the future taxable profits.
5.
LOSS FOR FINANCIAL PERIOD
The Company has taken advantage of section 408 of the Companies Act 2006 and, consequently, a profit and loss
account for the Company alone has not been presented. The Company’s loss for the financial period was £408,699
(2022: Loss £285,856).
6.
EMPLOYEES AND DIRECTORS' REMUNERATION
Directors’ fees
Social security costs
Directors’ pension contribution
Management fees
The average number of employees of the Company during the year was:
Directors and management
2023
£
107,567
11,211
1,500
-
120,278
2022
£
31,500
1,788
270
2,500
36,058
2023
Number
5
2022
Number
3
There are no retirement benefits accruing to any of the Directors.
£Nil (2022: £2,500) was paid to Mr Norman Lott for his professional services.
Additional directors remuneration of £60,000 (2022: £60,000) was paid to a director through subsidiary entities.
Page | 48
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
7.
INVESTMENTS
The Company owns the following undertakings, all of which are incorporated in the United Kingdom and have their
registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD.
Valuation
Cost:
At 1 April
Additions
At 31 March
Impairment:
At 1 April
Additions
At 31 March
2023
2022
3,855,338
100
3,855,438
3,855,338
-
3,855,338
(3,855,338)
(100)
(3,855,438)
(3,855,338)
-
(3,855,338)
Net Value at 31 March
-
-
Held directly
Trafalgar New Homes
Limited
Class of shares
held
% Shareholding
Principal Activity
Ordinary shares
100%
Residential property developers
Trafalgar Retirement + Limited
Ordinary shares
100%
Residential property & assisted
living scheme
Selmat Limited
Ordinary shares
100%
Residential property renting
Life Hydroponic Assets Ltd
Ordinary shares
100%
Holding of hydroponic assets
Held indirectly through Trafalgar New Homes Limited
Combe Bank Homes (Oakhurst) Limited
Ordinary shares
100%
Residential property developers
Controlled via Deed of Trust
Combe House (Borough Green) Limited
Ordinary shares
100%
Residential property developers
Life Hydroponic Asset Ltd was incorporated in October 2022. The company subsequently acquired a dedicated research
and development site for research relevant to food, cosmetic and pharmaceutical products. Trafalgar Property Group Plc
owns 100% share of the company.
Page | 49
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
8.
DEBTORS
Amounts owed by Group undertakings
Other debtors
Other taxes and social security
9.
CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR
Trade creditors
Taxation and social security
Accruals / Other creditors
Directors’ loan
Amounts owed to Group undertakings
10.
FINANCIAL INSTRUMENTS
Financial assets
Financial assets:
Financial assets measured at amortised cost:
2023
£
36,298
17,922
-
54,220
2022
£
4,930
17,515
11,894
34,339
2023
£
2022
£
95,754
20,191
27,545
789,947
28,319
961,756
22,233
-
46,600
769,697
139,361
977,891
2023
£
2022
£
17,515
Amounts owed by group undertakings and other debtors
54,220
22,445
Financial liabilities:
Financial liabilities measured at amortised cost
961,756
977,891
Financial liabilities includes Trade creditors, Other creditors and
Amount due to group undertakings.
11.
SHARE CAPITAL
Issued, allotted and paid share capital
Ordinary shares:
Ordinary shares of 0.1p in issue
Ordinary shares of 0.1p issued in year
2023
Number
2022
Number
142,519,038
133,333,333
142,519,038
-
Total Ordinary Shares of 0.1p in issue
275,852,371
142,519,038
Page | 50
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
Deferred shares:
Deferred shares of 0.9p in issue
Deferred shares of 0.9p arising in year
Total Deferred Shares of 0.9p in issue
Issued, allotted and paid share capital
Ordinary shares:
Ordinary shares of 0.1p in issue
Ordinary shares of 0.1p issued in year
287,144,228
-
287,144,228
287,144,228
-
287,144,228
2023
£
2022
£
142,519
133,333
142,519
-
Total Ordinary Shares of 0.1p in issue
275,852
142,519
Deferred shares:
Deferred shares of 0.9p in issue
Deferred shares of 0.9p arising in year
Total Deferred Shares of 0.9p in issue
2,584,298
-
2,584,298
2,584,298
-
2,584,298
Total Ordinary and Deferred Shares issued
2,860,150
2,726,817
Background – ordinary shares, warrants and loan notes
On 13 July 2020 the Company undertook a sub-division of its ordinary shares, which sub divided the 487,690,380 0.1p
ordinary shares of 0.1p each into 487,690,380 ordinary shares of 0.01p each and 487,690,380 0.09p deferred shares of
0.09p each. The 0.09p deferred shares of 0.09p each were consolidated into deferred shares of 0.9p each ranking pari
passu as one class with the existing deferred shares of 0.9p each.
On 14 July 2020, 937,500,000 ordinary shares of 0.01p each were issued under a placing at 0.08p each (at a premium of
0.07p per share) to raise £750,000 before costs of £66,863.
In addition, on 14 July 2020 warrants to subscribe for ordinary shares of 0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to subscribe for up to 937,500,000 shares for a period of two years,
exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants to subscribe for shares equivalent up to 3% of the issued ordinary
share capital from time to time, exercisable for a period of two years, at 0.08p per share.
Following the consolidation of ordinary shares in December 2020, the warrants have been adjusted and comprise place
warrants to subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per share, and the warrants held by Peterhouse
Capital Limited are exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse Capital Limited, these fall under the requirements of IAS 39
Financial Instruments and as such are accounted for at fair value through profit or loss. At the grant date of these warrants
these are valued using a Black Scholes model to determine the intrinsic value of the warrant and a liability is recognized
for this amount with a corresponding expense through the income statement. The Directors’ have concluded that the
intrinsic value of the warrant as at 31 March 2021 is not material to the results and subsequent movements in the share
price have decreased this value further. As such no accounting entries have been made to these results.
Page | 51
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
Further on 14 July 2020, £600,000 of convertible loan notes were issued to Mr C C Johnson as part of arrangements to
reorganise loans between him and the Group. The notes are repayable on 31 July 2022 and are convertible at any time
into 300,000,000 ordinary shares of 0.01p at 0.2p per share. On conversion, warrants to subscribe for up to 300,000,000
ordinary shares will be granted to Mr C C Johnson exercisable for a period of two years from the date of grant at 0.2p
per share. Following the consolidation of ordinary shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share, with warrants to be granted to subscribe for up to 30,000,000
ordinary shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having both a debt and an equity element. This results in the
creation of a loan note equity reserve at the point of issue. This loan note equity reserve is the difference between the
loan note value received by the Company of £600,000 and the fair value of a debt only instrument with a 10% imputed
interest rate and a final settlement figure of £600,000 in July 2022. This 10% imputed interest rate is managements’ best
estimate as to the interest rate that would be expected from the market for an unsecured loan of £600,000 without a
conversion element.
In 2022, the Company has agreed with Mr C C Johnson a consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson. The conversion of the total amount owed to him by
the Company (£905,000) has resulted in the issue to Mr C C Johnson of a new unsecured convertible loan note for an
aggregate amount of £905,000 payable July 2024. This has replaced:
•
•
The £600,000 unsecured convertible loan notes issued in July 2020, which would have been redeemable on 31 July
2022, and which were convertible at 2p per share (following the share consolidation in December 2020) and carried
the right upon a conversion of the loan notes, to the grant of warrants to subscribe for ordinary shares on a one for
one basis, exercisable at the conversion price of 2p for a period of two years from the date of grant;
The £200,000 unsecured convertible loan notes comprised in the loan facility entered into in November 2021, which
would have been redeemable on 30 November 2022, and which were convertible at 0.7p per share.
•
£105,000 owed to him by the Company on directors loan account.
The new unsecured convertible loan note is convertible in full into 226,250,000 ordinary shares at 0.4p per ordinary share
and can be converted at any time by Mr Johnson, subject inter alia to his entire holding being less than 29.99 per cent of
the voting rights in issue in the Company.
Ordinary shares entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to
receive dividends or other distributions.
Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company
or to receive dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred
shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after holders of ordinary
shares have received £100,000 per ordinary share. Holders of deferred shares are not entitled to any further rights of
participation in the assets of the Company. The Company has the right to purchase the deferred shares in issue at any
time for no consideration.
On 29 December 2020 for every ten of the 1,425,190,380 ordinary shares of 0.01p then in issue, were consolidated into
one ordinary share of 0.1p resulting in there being 142,519,038 ordinary shares of 0.1p in issue.
Current year position – ordinary shares, warrants and loan notes
During the financial year to 31 March 2023, no changes have taken place with regards to the shares and warrants issued.
Page | 52
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2023
12.
INTERCOMPANY TRANSACTIONS
The Company has taken advantage of the exemption conferred by FRS102 Section 33 “Related Party disclosures” not to
disclose transactions undertaken with other wholly owned members of the Group and transactions with directors.
13.
SUBSEQUENT EVENTS
On 18 August 2023, the Company issued 125,000,000 new ordinary shares of 0.1p fully paid up in cash at 0.1p per share
under a placing raising £125,000 before expenses.
Page | 53
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
Explanation of resolutions at the Annual General Meeting
Information relating to resolutions to be proposed at the Annual General Meeting is set out below. The notice of AGM is
set out on page 55.
Ordinary business at the AGM
The following ordinary business resolutions will be proposed at the AGM:
(a)
(b)
(c)
(d)
Resolution 1: to approve the annual report and accounts. The Directors are required to lay before the Company
at the AGM the accounts of the Company for the financial year ended 31 March 2023, the report of the Directors
and the report of the Company's auditors on those accounts.
Resolution 2: to approve the re-appointment of MHA as auditors of the Company. The Company is required to
appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.
Resolution 3: to approve the remuneration of the auditors for the next year.
Resolution 4: to re-appoint Norman Lott as a Director; Norman is retiring by rotation and submitting himself for
re-election.
Special business at the AGM
The following special business resolutions will be proposed at the AGM:
(a)
Resolutions 5 and 6: to renew residual authorities (i) to allot securities under section 551 of the Companies Act
2006, in the amount of up to £250,000 (250,000,000 ordinary shares of 0.1p), representing approximately 62% of
the existing issued ordinary share capital; and (ii) to disapply pre-emption rights on the allotment of securities for
cash for the purposes of section 561 of the Companies Act 2006, in the amount of up to £250,000 (250,000,000
ordinary shares of 0.1p), representing approximately 62% of the existing issued ordinary share capital.
The authorities under these resolutions would subsist until the conclusion of the Annual General Meeting of the
Company to be held in 2025 or, if earlier, 15 months after the date on which this resolution has been passed,
provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would
or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such
expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares
in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.
Page | 54
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2023 Annual General Meeting of the Company will be held at the Company’s
offices at Chequers Barn, Bough Beech, Edenbridge, Kent TN8 7PD at 11am on 10 January 2024, for the following
purposes:
Ordinary business
To consider and, if thought fit, to pass resolutions 1 to 4 as ordinary resolutions:
RESOLUTIONS
1. To receive and adopt the directors’ report, the auditor’s report and the Company’s accounts for the year ended 31
March 2023.
2. To re-appoint MHA as auditor in accordance with section 489 of the Companies Act 2006, to hold office until the
conclusion of the Annual General Meeting of the Company in 2025.
3. To authorise the Directors to determine the remuneration of the auditor.
4. To re-appoint Norman Lott as a non-executive director of the Company.
Special business
To consider and, if thought fit, to pass resolution 5 as an ordinary resolution and resolutions 6 as special resolution:
5. THAT, in addition to all existing authorities conferred on the directors to allot shares or to grant rights to subscribe
for or to convert any securities into shares, the directors be authorised generally and unconditionally pursuant to
Section 551 of the Companies Act 2006 as amended to exercise all the powers of the Company to allot shares and/or
rights to subscribe for or to convert any security into shares, provided that the authority conferred by this resolution
shall be limited to the allotment of equity securities and/or rights to subscribe or convert any security into shares of
the Company up to an aggregate nominal value of £250,000 (250,000,000 ordinary shares of 0.1p), such authority
(unless previously revoked, varied or renewed) to expire on the conclusion of the Annual General Meeting of the
Company to be held in 2025 or, if earlier, 15 months after the date on which this resolution has been passed, provided
that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might
require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and
the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of
such offer, agreement or other arrangement as if the authority conferred hereby had not expired.
6. THAT, in addition to all existing authorities conferred on the directors to allot shares or to grant rights to subscribe
for or to convert any securities into shares, the directors be and are hereby generally empowered to allot equity
securities (within the meaning of Section 560 of the Companies Act 2006) pursuant to the general authority conferred
by resolution 5 above for cash or by way of sale of treasury shares as if Section 561 of the Companies Act 2006 or
any pre-emption provisions contained in the Company’s articles of association did not apply to any such allotment,
provided that the power conferred by this resolution shall be limited to:
(a)
(b)
any allotment of equity securities where such securities have been offered (whether by way of rights issue,
open offer or otherwise) to holders of equity securities in proportion (as nearly as may be practicable) to their
then holdings of such securities, but subject to the directors having the right to make such exclusions or other
arrangements in connection with such offer as they deem necessary or expedient to deal with fractional
entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory or the
requirements of any regulatory body or stock exchange in any territory or otherwise howsoever;
the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate
nominal value of £250,000 (250,000,000 ordinary shares of 0.1p), such authority (unless previously revoked,
varied or renewed) to expire on the conclusion of the Annual General Meeting of the Company to be held in
2025 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the
Company may, before such expiry, make an offer, agreement or other arrangement which would or might
require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such
expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into
shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had
not expired.
Page | 55
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
By order of the Board
Nicholas Narraway
Secretary
Dated: 15 December 2023
Registered Office:
Chequers Barn
Chequers Hill
Bough Beech
Edenbridge
Kent
TN8 7PD
P a g e | 56
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
Notes:
1.
2.
3.
4.
5.
Shareholders are strongly encouraged to participate in the meeting by returning forms of proxy ahead of the meeting.
As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend,
speak and vote at the Meeting and you should have received a proxy form with this notice of meeting. You can only
appoint a proxy using the procedures set out in these notes and the notes to the proxy form.
A proxy does not need to be a member of the Company but must attend the Meeting to represent you. Details of
how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the
notes to the proxy form.
You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different
shares. You may not appoint more than one proxy to exercise rights attached to any one share. To appoint more
than one proxy, you may photocopy the enclosed proxy form.
If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from
voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any
other matter which is put before the Meeting.
6.
The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.
To appoint a proxy using the proxy form, the form must be:
(a)
(b)
completed and signed;
sent or delivered to the Company’s Registrars, Neville Registrars Limited, Neville House, Steelpark Road,
Halesowen B62 8HD; and
(c)
received by no later than 11 a.m. on 08 January 2024.
Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such
power or authority) must be included with the proxy form.
7.
To change your proxy appointment, simply submit a new proxy appointment using the methods set out above. Note
that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions;
any amended proxy appointment received after the relevant cut-off time will be disregarded.
Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using
another hard-copy proxy form, you may photocopy the enclosed proxy form.
If you submit more than one valid proxy appointment, the appointment received last before the latest time for the
receipt of proxies will take precedence.
In order to revoke a proxy appointment, you will need to inform the Company by sending a signed hard copy notice
clearly stating that you revoke your proxy appointment to Neville Registrars Limited, Neville House, Steelpark
Road, Halesowen, B62 8HD. Any power of attorney or any other authority under which the revocation notice is
signed (or a duly certified copy of such power or authority) must be included with the revocation notice.
The revocation notice must be received by no later than 11 a.m. on 08 January 2024.
If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject
to the paragraph directly below, your proxy appointment will remain valid.
Appointment of a proxy does not preclude you from attending the Meeting and voting in person.
Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the
register of members of the Company as at 6.00 p.m. on 08 January 2024 shall be entitled to attend and vote at this
Meeting in respect of the number of shares registered in their name at that time. Changes to entries on the relevant
register of securities after such time shall be disregarded in determining the rights of any person to attend or vote at
this Meeting.
8.
9.
Page | 57