TRAFALGAR PROPERTY GROUP PLC
ANNUAL REPORT AND CONSOLIDATED FINANCIAL STATEMENTS
31 MARCH 2024
Company Registration No. 04340125
Officers and Professional Advisers
3
Strategic Report:
Chairman's Statement
4
Chief Executive Officer’s Report
5-6
Statement on Section 172 Companies Act 2006
7
Directors' Report
8-11
Independent Auditor's Report
12-18
Consolidated Statement of Comprehensive Income
19
Consolidated Statement of Financial Position
20
Consolidated Statement of Changes in Equity
21
Consolidated Statement of Cash Flows
22
Accounting Policies
23-30
Notes to the Consolidated Financial Statements
31-42
Company Balance Sheet
43
Company Statement of Changes in Equity
44
Notes to the Company Financial Statements
45-52
Explanation of Resolutions at the Annual General Meeting
53
Notice of Annual General Meeting
54-56
TABLE OF CONTENTS
Page | 3
DIRECTORS
N A C Lott
P A Treadaway
G Thorneycroft
P F Challinor
SECRETARY
N W Narraway
REGISTERED OFFICE
Chequers Barn
Chequers Hill
Bough Beech
Edenbridge
Kent TN8 7PD
REGISTERED NUMBER
04340125
INDEPENDENT AUDITOR
MHA
2 London Wall Place
Barbican
London EC2Y 5AU
NOMINATED ADVISER
Spark Advisory Partners Ltd
5 St John’s Lane
London EC1M 4BH
REGISTRARS
Neville Registrars Ltd
Neville House
Steelpark Road
Halesowen
West Midlands B62 8HD
Company website
http://www.trafalgarproperty.group
OFFICERS AND PROFESSIONAL ADVISERS
Page | 4
CHAIRMAN’S STATEMENT
On behalf of the Board, I present Trafalgar Property Group Plc (the Group), results for the year ended 31 March 2024
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. However, we continue to seek property opportunities with
one construction project being undertaken during the year at Speldhurst, Kent with the property being available for sale at
the year end and currently on the market for £800,000.
Orchard House in Hildenborough was sold in September 2023 for a consideration of £940,000.
During the year the company issued 377,250,000 new ordinary shares during the year with the issuance of 125,000,000
at a price of 0.1p per share, raising £125,000 before costs for the Group, the issuance of 226,250,000 at a price of 0.4p per
share to satisfy the 2022 CLN with Mr C Johnson and the issuance of 26,000,000 at a price of 0.1p per share raising
£26,000 to settle specific trading debts.
Financials
The year under review saw the Group turnover at £nil (2023: £18,183), with a loss after tax of £516,723 (2023:
Loss £843,626).
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 the construction of new developments and the potential sale of those properties,
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 £8,906 (2023: £17,148) and the Group continues to have
sufficient bank facilities for all current day to day activities.
Business Environment and Outlook
No new directors were appointed to the Group in the year.
The effects of market forces and the property market in general together with the UK having been in a period of
high inflation and high cost of living affecting the property sector and the business of the group. However,
inflationary pressures are easing and slowly the Bank of England are reducing the cost of borrowing with a
recent 0.25% reduction in base rate. It is hoped therefore that the market for property will start to improve as
demonstrated by the increase in property prices albeit a challenge for many potential buyers still adjusting to
recent higher mortgage costs. 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
Paul Treadaway
Chairman
24 September 2024
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2024
Page | 5
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
TNH continues to be the main trading subsidiary but given the lack of activity in Selmat, Life Hydroponic Assets Ltd and
TR+ it was decided that an impairment provision be made against these inter company accounts with TPG together with
provision against the associated management charges issued by TPG. The effects on the company balance sheet can be
seen in note 9 to the company accounts.
Mortgages of £nil (2023: £675,698 ) exist on the properties held by Selmat and a mortgage of £450,100 (2023 – £nil)
exist on the property held by TNH..
As notified in an RNS dated 29 May 2024, the company is in preliminary discussions regarding the possible acquisition
of Ecap Esport Ltd, these discussions remain ongoing. Should such a transaction proceed on the currently envisaged
terms, it would be classified as a reverse takeover in accordance with Rule 14 of the AIM Rules for Companies.
Accordingly, the Company's shares were suspended from trading on AIM and will remain so until either the publication
of an admission document setting out, inter alia, details of the proposed transaction or until confirmation is given that
these discussions have ceased.
The principal activity of the Group continues to be that of a regional property developer focused upon Kent, Surrey,
Sussex and the M25 ring south of London together with investment in residential property, which have a rental
income of £nil (2023: £18,183). The consolidated results of the year’s trading are shown below. The consolidated
loss for the year was £516,723 (2023: Loss £843,626). 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.
7.
The potential reverse takeover, announced by the Group on 29 May 2024, may not complete.
The Group considers that it mitigates these risks with the following policies and actions:
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2024
Page | 6
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 for the
initial purchase of potential development sites. 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.
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.
7. The directors will consider alternative reverse takeover opportunities and have underpinned any cash flow
implications of the current target by taking a loan from them to be used for any abort fees.
Operations review
2024
2023
£
£
Revenue for the year
-
18,183
Gross (loss)/profit
78
(12,717)
Administration expenses
(379,627)
(571,928)
Loss on disposal of property (including cost)
-
(12,382)
(Loss) Profit on revaluation
-
(122,751)
Other Income
17,158
-
Impairment of asset
(25,000)
-
Interest payable and similar charges
(129,333)
(123,848)
Loss after taxation
(516,723)
(843,626)
Group turnover for the year amounted to £nil (2023: £18,183), as there was no rental income received given the
remaining investment property had been disposed of during the year and this had been written down to its sale
value in the 2023 accounts. The group carried forward at 31 March 2024 the costs incurred relating to the
Speldhurst construction amounting to £775,374 as shown in Note 11 to the accounts.
.
After taking into account the overheads of the Group, there was a loss recorded for the year of £516,723 (2023:
£843,626).
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2024
Page | 7
There will be no tax charge and the Company now has tax losses being carried forward of £6,704,650 (2023: losses
£6,296,440).
The loss per share during the year was (0.15p), (2023: loss per share 0.34p).
Directors’ duties under S172
The Directors believe that, individually and together, they have acted in a way that they have consider, in good faith,
would be most likely to promote the success of the Company for the benefit of its members as a whole, having
regard, amongst other things, to:
a. the likely consequences of any decision in the long term,
b. the interests of the Company’s employees,
c. the need to foster the Company’s business relationship with suppliers, customers and others,
d. the impact of the Company’s operations on the community and environment,
e. the desirability of the Company maintaining a reputation for high standards of business conduct, and
f. the need to act fairly between members of the Company.
The Board of Directors is collectively responsible for formulating the Company’s strategy, which is to invest in property
development but will also consider other opportunities where those prospects will better deliver growth to its shareholders
as indicated by the RNS issued 29 May 2024 where the directors are in early stage discussions with Ecap Esport Ltd for
a potential reverse takeover. Of course, the Board cannot predict the future but aims to make decisions that it considers
are in the best interest of all shareholders at the time.
The Board engages with its stakeholders in a number of pre-planned ways, these include; review meetings with our
brokers and advisors, shareholders have the ability to email the Company directly and the Board will reply to questions
within the regulatory limits, the Company issues RNS communications on a regular basis and the Company’s web site is
continuously updated to inform our stakeholders. The Company’s annual report is also an opportunity to update our
stakeholders.
Our employees are one of the primary assets of our business and will be critical to the future success of the Company.
First and foremost, the Directors strive to ensure a safe working environment for all its staff and contractors, and we are
proud of our safety achievements in 2023/24. We also seek to reward employees with remuneration packages which align
the interests of the Company and its shareholders with those of the employees. Employees are also provided with
challenging work and external training opportunities to ensure their continual development.
The Directors believe they have acted in the way they consider most likely to promote the success of the Company for
the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act 2006.
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 together with the net liability position. These measures are disclosed above
in the operations review.
Development Pipeline & outlook
Shortly after the year end we acquired a new site in Tunbridge Wells at Talbot Park for £490,000. We have submitted an
application to demolish the existing bungalow and build a scheme of detached houses, which should achieve in the region
of £950,000 each. We have no build costings as yet but expect to have a decision on the planning by the end of September.
It is Officer recommended for approval. Once we have consent we will either be able to seek funding for the build or
dispose of the consented development. The initial cost of the site was partly funded by CPF Limited with the balance
through directors loans.
Paul Treadaway
Paul Treadaway
CEO
24 September 2024
Trafalgar Property Group Plc
STRATEGIC REPORT
for the year ended 31 March 2024
Page | 8
DIRECTORS’ REPORT
The Directors present their Report and Audited Financial Statements for the year ended 31 March 2024.
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 (2023: nil).
Directors
The following Directors have held office since 1 April 2023 and have all served for the entire accounting year:
N A C Lott
P A Treadaway
G Thorneycroft
Dr P Challinor
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 ended 31 March 2024, the Directors have
authorised no such conflicts or potential conflicts.
Directors’ interests in the shares of the Company, including family interests, at 31 March 2024 were as follows: -
Directors’ interests in shares
31.03.2024
31.03.2023
Ordinary shares - 0.1p each
Ordinary shares - 0.1p each
N Lott
50,000
50,000
P Treadaway
133,409,829
19,733,466
G Thorneycroft
23,327,273
600,000
31.03.2024
31.03.2023
Deferred shares – 0.9p each
Deferred shares – 0.9p each
No. held
No. held
N Lott
550,000
550,000
P Treadaway
10,648,466
10,648,466
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2024
Page | 9
Other substantial shareholdings
As at 23 September 2024, 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.
Ordinary Shares
Shareholdings
No. 0.1p
%
Paul Arthur Treadaway
133,409,829
20.43
Forum Energy Services Limited
75,000,000
11.48
Peter Wylde
56,818,182
8.70
Gary Thorneycroft
23,327,273
3.57
Statement of directors’ responsibilities
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.
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2024
Page | 10
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 2024. 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 2 0 2 3 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 (2023: 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 and also addressed in note 18.
Future Developments
Information relating to future developments is included in the Strategic Report on pages 4-7.
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2024
Page | 11
Post Balance Sheet Events
As stated in the announcement by the Group on 29 May 2024 we are in discussions with parties relating to a potential
reverse takeover, non-binding heads of terms have been signed. These discussions continue and further announcements
will be made in due course. A further announcement on 03 June 2024 stated that Ecap Esports Ltd had agreed to loan the
Company the sum of £250,000, the proceeds of which will be ring fenced to cover costs associated with the proposed
reverse takeover, should the transaction not occur. As announced in March 2024 Mr C Johnson introduced £99,550 into
Trafalgar by way of a loan being the consideration he received for the 2022 Conversion Shares. In return, Trafalgar will
issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be
convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can
be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the
voting rights in issue in the Company. At the date of these financial statements this CLN has not yet been signed.
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.
This report was approved by the Board and signed on its behalf.
Paul Treadaway
Paul Treadaway
Director
24 September 2024
Trafalgar Property Group Plc
DIRECTORS’ REPORT
for the year ended 31 March 2024
Page | 12
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
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 2024.
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
•
the Company Balance Sheet
•
the Company Statement of Changes in Equity and
•
Notes 1 to 15 to the Company financial statements, including significant accounting policies.
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable
law and International Financial Reporting Standards 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 Financial Reporting Standard 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 2024 and of the Group’s loss for the year then ended;
•
the Group financial statements have been properly prepared in accordance United Kingdom adopted International
Financial Reporting Standards (UK Adopted IFRS);
•
the Parent Company financial statements have been properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
•
the financial statements 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 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 Note 3a Going Concern section in the financial statements which states that the Group incurred
substantial losses during the year and there was 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.
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.
Page | 13
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
Our evaluation of the Directors’ assessment of the Group’s 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.
•
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.
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 two were considered to
be significant components: Trafalgar Property Group plc 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.
We undertook specified audit procedures on the material balances and transactions in
the year on a further 3 of the components: Trafalgar Retirement+ Limited, Selmat
Limited and Combe House (Borough Green) Ltd. Analytical procedures were
undertaken on the two remaining components: Life Hydroponics Limited and Combe
Bank (Oakhurst) Ltd.
Our audit scope results in all major operations of the Group being subject to audit work.
Overall Materiality
2024
2023
Group
£28,000
£26,400
1% of net liabilities (2023: 2% of gross assets)
Parent Company
£4,900
£19,600
2% of gross liabilities (2023: 2% of gross
liabilities)
Page | 14
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
Key audit matters
Recurring
•
Undisclosed related party transactions
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. In addition to the matter described in the Material Uncertainty related to
going concern section, we have determined the matters described below to be the key audit matters to be communicated in
our report.
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.
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.
How the scope of our audit
responded to the key audit
matter
Our audit work in this area included the following procedures:
•
Identifying the susceptibility of the financial statements to material
misstatements from related party transactions and relationships.
•
Obtaining management’s record 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.
•
We performed independent searches of the Board of Directors’ other
appointments and shareholdings and to identify any counterparties on
the list which were not included in the related party disclosures.
•
We reviewed the movement on these balances during the year and
vouched items to supporting evidence.
•
We reviewed the minutes of meetings of the board of directors to
identify any undisclosed related party relationships.
•
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.
Key observations
Nothing has come to our attention which indicates that related party
transactions and balances are incomplete.
Page | 15
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
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
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.
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.
The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of
the systems and controls and the level of misstatements arising in previous audits.
Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:
Group financial statements
Parent Company financial statements
Overall
materiality
£28,000 (2023: £26,400)
£4,900 (2023: £19,600)
How
we
determined it
1% of net liabilities (2023: 2% of gross
assets)
2% of gross liabilities (2023: 2% of gross
liabilities)
Rationale for
the
benchmark
applied
Given the Group have liquidated the
majority of its cash generating assets
and the Parent Company actively
pursuing a potential future Reverse
Takeover, we now deem the net liability
position of the Group 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.
The Parent Company is largely a holding
company incurring 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 appropriate
benchmark for materiality.
Performance
materiality
£16,800
(2023:
£15,840)
which
represents 60% (2023: 60%) of overall
materiality.
£2,940 (2023: £11,760) which represents 60%
(2023: 60%) of overall materiality.
We agreed to report any corrected or uncorrected adjustments exceeding £1,400 (2023: £1,320) for the Group and £245 (2023:
£980) for the Parent Company respectively to the Board of Directors as well as differences below this threshold that, in our
view, warranted reporting on qualitative grounds.
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, changes in the business environment and other factors
when assessing the level of work to be performed at each component.
Page | 16
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
The Group consists of 7 components, all of which are based in the UK and audited by the Group audit team.
Number of
components
Revenue
Total assets
Total
liabilities
Loss before
tax
Full scope audit
2
N/A
96%
79%
85%
Specified Procedures
3
N/A
4%
21%
15%
Analytical Review
2
N/A
0%
0%
0%
Total
7
N/A
100%
100%
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.
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 from 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 x, 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.
Page | 17
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
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.
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.
Page | 18
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March 2024
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:
-
We have undertaken a review of minutes of meetings of those charged with governance.
-
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.
•
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.
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.
Simon Knibbs MA FCA (Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
London, United Kingdom
24 September 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number
OC312313)
Page | 19
Year
ended
31 March 2024
Year
ended
31 March 2023
Note
£
£
Revenue
1
-
18,183
Cost of sales
2
78
(30,900)
Gross profit/(loss)
78
(12,717)
Administrative expenses
2
(379,626)
(571,928)
Fair value movement on investment property
8
-
(122,751)
(Loss) on disposal of investment property
8
-
(12,382)
Impairment of assets
7
(25,000)
-
Operating loss before interest
2
(404,548)
(719,778)
Other income
17,158
-
Interest payable and similar charges
4
(129,333)
(123,848)
Loss before taxation
(516,723)
(843,626)
Income tax
5
-
-
Loss after taxation for the year attributable to equity holders of
the parent
(516,723)
(843,626)
Other comprehensive income attributable to equity holders of the
parent
-
-
Total comprehensive loss for the year
(516,723)
(843,626)
Loss attributable to:
Equity holders of the Parent
(516,723)
(843,626)
Total comprehensive loss for the year attributable to:
Equity holders of the Parent
(516,723)
(843,626)
(LOSS) PER ORDINARY SHARE:
Basic/diluted
6
(0.15)p
(0.34) p
All results in the current and preceding financial year derive from continuing operations.
The notes on pages 31 to 42 are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
for the year ended 31 March 2024
Page | 20
As at
As at
Note
31 March 2024
31 March 2023
£
£
TOTAL ASSETS
Non-current assets
Plant and equipment
7
640
25,853
640
25,853
Current assets
Inventory
11
775,374
317,796
Investment Properties
8
-
927,249
Trade and other receivables
9
79,576
34,033
Cash and cash equivalents
10
8,906
17,148
863,856
1,296,226
Total assets
864,496
1,322,079
EQUITIES & LIABILITIES
Current liabilities
Trade and other payables
12
285,614
222,863
Borrowings
13
-
874,697
285,614
1,097,560
Non-current liabilities
Deferred tax
5
-
-
Borrowings
13
3,415,728
3,573,217
3,415,728
3,573,217
Total liabilities
3,701,342
4,670,777
Net liabilities
(2,836,846)
(3,348,698)
Called up share capital
14
3,237,400
2,860,150
Share premium
4,136,240
3,484,915
Reverse acquisition reserve
(2,817,633)
(2,817,633)
Loan note equity reserve
14 & 16
-
107,204
Capital contribution reserve
17
400,147
400,147
Profit & loss account
(7,793,000)
(7,383,481)
Total Equity
(2,836,846)
(3,348,698)
Total Equity & Liabilities
864,496
1,322,079
These financial statements were approved by the Board of Directors and authorised for issue on 24 September 2024 and
are signed on its behalf by:
P Treadaway: … Paul Treadaway.………… G Thorneycroft: … Gary Thorneycroft………………
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
As at 31 March 2024
Page | 21
Share
Share
Loan Note
Reverse
Profit
Capital
Total
Capital
Premium
Equity
acquisition
& loss
Contribution
Equity
Reserve
reserve
account
Reserve
£
£
£
£
£
£
£
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
-
-
-
-
(843,626)
-
(843,626)
Total comprehensive
income for the year
-
-
-
-
(843,626)
-
(843,626)
Loan note equity reserve
-
-
76,901
-
80,165
-
157,066
Capital Contribution
during the period
-
-
-
-
-
242,370
242,370
Shares issued during the
year net of costs
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)
At 1 April 2023
2,860,150
3,484,915
107,204
(2,817,633)
(7,383,481)
400,147
(3,348,698)
Loss for the year
-
-
-
-
(516,723)
-
(516,723)
Total comprehensive
income for the year
-
-
-
-
(516,723)
-
(516,723)
Loan Note Equity Reserve
(107,204)
107,204
-
Shares issued during the
year on conversion of loan
notes
226,250
678,750
905,000
Shares issued during the
year net of costs
151,000
(27,425)
-
-
-
123,575
At 31 March 2024
3,237,400
4,136,240
-
(2,817,633)
(7,793,000)
400,147
(2,836,846)
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. The remaining balance has
been reversed following the conversion of the Loan Note during the year (2023: adjustment of £76,901)
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 31 to 42 are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
For the Year Ended 31 March 2024
Page | 22
2024
2023
£
£
Cash flow from operating activities
(Loss) after taxation
(516,723)
(843,626)
Depreciation
213
284
(Increase) in inventory
(457,578)
(321,889)
Decrease/(Increase) in receivables
(45,543)
6,467
Increase in payables
62,751
95,001
Loss on disposal
-
12,382
Inventory written-off
-
29,750
Property revaluation
-
122,751
Loan note equity movement
(107,204)
157,066
Impairment of plant and equipment
25,000
-
Interest payable and similar charges
129,333
123,848
Net cash outflow from operating activities
(909,751)
(617,966)
Investing activities:
Disposal of investment property
927,249
649,618
Purchase of equipment
-
(25,000)
927,249
624,618
Financing activities:
Issue of shares (net of costs)
1,028,575
368,100
New loan borrowings
741,975
105,116
Repaid loan borrowings
(1,066,530)
(270,191)
Related party new loan borrowing
264,100
188,153
Related party loan repayment
(971,731)
(259,752)
Repayment of other borrowings
-
(90,000)
Interest paid
(22,129)
(43,683)
Net cash (outflow) from financing
(25,740)
(2,257)
(Decrease)/increase in cash and cash equivalents in the year
(8,242)
4,395
Cash and cash equivalents at the beginning of the year
17,148
12,753
Cash and cash equivalents at the end of the year
8,906
17,148
The notes on pages 31 to 42 are an integral part of these consolidated financial statements.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CASH FLOWS
For the year ended 31 March 2024
Page | 23
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 domiciled 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 2024
and are presented in pounds sterling (“GBP”) rounded to the nearest pound. The comparative year is for the year to 31
March 2023.
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
Registered number
Trafalgar New Homes Ltd
06003791
Trafalgar Retirement+ Ltd
10431083
Selmat Ltd
09428992
Combe Homes (Borough Green) Ltd
08965850
Combe Bank Homes (Oakhurst) Ltd
07532693
Life Hydroponic Assets Ltd
14437592
The outstanding liabilities at 31 March 2024 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 £125,000 before costs for working capital purposes by way of an issue of
125,000,000 shares at 0.1p per share, issued 26,000,000 shares at 0.1p to settle outstanding creditor balances and
crystalised the 2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares at 0.4p per share.
The total amount of loans remaining in the Group following the sale of the investment property during the year amounts
to £3,415,728 (2023 - £4,447,914) as shown in note 13. Of the balance of the loans remaining outstanding of £3,415,728,
a sum of £2,219,818 relates to loans owed to Mr C Johnson, plus connected parties, a director of subsidiary companies.
The balance of amounts owed were to independent third parties.
The Group continues to utilise banking and other financial institution 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.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 24
The Group does not operate an overdraft facility but borrow on a site specific basis from various bankers or financial
institutions, 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. Mr C Johnson has confirmed that he will provide necessary funding to the
subsidiary companies as and when required over the next twelve months, should it be required.
The Board is comfortable with the structure of its finances, which usually involves borrowing a modest sum towards the
land purchase for the modest sized residential development schemes, with Mr C Johnson or 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 or financial
institution to provide 100% of the build finance.
We have submitted an application to demolish the existing bungalow and build a scheme of detached houses at the Talbot
Park site, acquired shortly after the year end, which should achieve in the region of £950,000 each. We have no build
costings as yet but expect to have a decision on the planning by the end of September. It is Officer recommended for
approval. Once we have consent we will either be able to seek funding for the build or dispose of the consented
development. This project is expected to make additional funds available to the group.
The board are also continuing to consider a reverse takeover as stated in note 20 and have taken a loan from the target
company to cover any abort fees should the deal not complete.
However, given that a degree of uncertainty exists in the timing of future sales, the Company’s ability to raise
further funds through share placements and the potential reliance on further funding been provided
by the directors, there exists a material uncertainty that may cast significant doubt on the Group’s ability to continue
as a going concern.
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
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 IAS 21 – Lack of Exchangeability
(issued August 2023)
The amendment is effective for financial years beginning on or after 1 January 2025.
Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments
(issued May 2024)
The amendment is effective for financial years beginning on or after 1 January 2026.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 25
IFRS 18 Presentation and Disclosure in Financial Statements
(issued April 2024)
This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement
of profit or loss. The key new concepts introduced in IFRS 18 relate to:
•
the structure of the statement of profit or loss;
•
required disclosures in the financial statements for certain profit or loss performance measures that are reported
outside an entity’s financial statements (that is, management-defined performance measures); and
•
enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes
in general.
The amendment is effective for financial years beginning on or after 1 January 2027.
IFRS 19 Subsidiaries without Public Accountability: Disclosures
(issued May 2024)
The amendment is effective for financial years beginning on or after 1 January 2027.
The Group does not expect a material impact on its consolidated financial statements form these standards.
Adoption of the following standards does not have an impact on the consolidated financial statement of the Group:
Amendment to IAS 7 and IFRS 7 – Supplier finance
(issued May 2023)
The amendment is effective for financial years beginning on or after 1 January 2024
The Group considers there will be no material impact on its consolidated financial statements from these amendments.
Amendments to IFRS 16, Lease liability in a Sale and Leaseback
The amendment is effective for financial years beginning on or after 1 January 2024
The Group considers there will be no impact on its consolidated financial statements from these amendments.
Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current
(issued January 2020)
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.
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
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 26
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.
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.
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
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.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 27
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.
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.
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 when they are authorized and are no longer at the discretion of the entity and as a liability in the year
in which they are approved.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 28
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.
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.
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.”
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 29
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.
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.
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.
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.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 30
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 written down
amount 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.
At the year end there were no intangible assets held by the company.
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.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
For the year ended 31 March 2024
Page | 31
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 that of a regional property developer focused upon Kent, Surrey, Sussex and the
M25 ring south of London together with 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:
2024
2023
£
£
The Group’s revenue, which is all attributable to their principal
activity, can be shown as follows:
Rental Income
-
18,183
18,183
2024
2023
£
£
Timing of Revenue are as follows:
Rental income transferred over time
-
18,183
18,183
2024
2023
£
£
Revenues analysed by geographic location are as follows:
United Kingdom
-
18,183
2.
LOSS FOR THE YEAR
Operating loss is stated after charging/(crediting) the following:
£
£
Subcontractor costs and cost of inventories recognised as an expense
(78)
1,150
Write-off of Inventory
-
29,750
(78)
30,900
Impairment of assets
25,000
-
Depreciation of property, plant and equipment
213
284
Auditor’s remuneration – audit services – Group
50,000
31,750
Auditor’s remuneration – other assurance services – Group
-
4,750
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 32
50,000
36,500
Operating expenses by nature:
Employee expenses
104,433
228,184
Depreciation
213
284
Legal and professional fees
205,635
217,886
Management Fees
-
78,591
Office rent and associated costs
19,705
19,740
Insurance
11,299
9,835
Mortgage redemption costs
20,511
10,187
Other expenses
17,830
7,221
379,626
571,928
The Group incurred direct operating expenses totalling £3,637 (2023: £8,033) which did not generate any rental income in
the year
3.
EMPLOYEES AND DIRECTORS’ REMUNERATION
Staff costs during the year were as follows:
2024
2023
£
£
Wages and salaries
78,000
185,567
Social security costs
8,943
20,627
Other pension costs
17,490
21,990
104,433
228,184
The average number of employees of the Group during the year was:
2024
2023
Number
Number
Directors
4
6
Mr C Johnson and Mr A Johnson are directors of subsidiary entities
Management
1
1
Directors Remuneration was as follows:
2024
2023
£
£
- Emoluments for qualifying services J Dubois
-
8,333
- Emoluments for qualifying services A Johnson (director of subsidiary
entity)
60,000
60,000
- Emoluments for qualifying services P Treadaway
-
50,000
- Emoluments for qualifying services P Challinor
-
6,731
- Emoluments for qualifying services N Lott
-
3,333
- Emoluments for qualifying services G Thorneycroft
-
39,169
60,000
167,566
Highest paid director – gross salary including company pension contributions was £60,000 (2023 - £61,800)
There are retirement benefits accruing to Mr C Johnson (director of subsidiary entities) for whom a Company contribution
was paid during the year of £16,800 (2023: £18,000), Mr A Johnson (director of subsidiary entities) £1,800(2023: £1,800)
and Mr G Thorneycroft £Nil (2023: £1,500).
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 33
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
£nil (2023: £920) has been accounted for in the profit & loss within cost of sales. Total interest in the year of £129,333
(2023: £86,451) has been paid and accrued on general funding loans, loan notes and on rental property mortgage loan
plus an adjustment for the loan note equity reserve due to the CLN being converted at the year end. Further details are
provided in notes 13 and 15.
2024
2023
£
£
Mr C Johnson
-
DFM Pension Scheme (pension scheme for J Dubois (former director))
-
1,559
G Howard
10,000
10,000
C Rowe
-
584
Mrs S Johnson
-
198
Loan notes - Mr C Johnson
107,204
80,165
Paragon mortgage
11,424
30,422
Bank loan
705
920
129,333
123,848
5.
TAXATION
2024
2023
£
£
Current tax
-
-
Tax charge
-
-
UK corporation tax rate has been reviewed upward to 25% effective April
2024
2023
£
£
Loss on ordinary activities before tax
(516,723)
(843,626)
Based on (loss) for the year:
Tax at 19% (2022: 19%)
(98,177)
(160,289)
Unrelieved tax losses
-
Impairment
-
Tax losses carried forward
98,177
160,289
Tax charge for the year
-
-
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 2024, the Group had cumulative tax losses of £6,704,650 (2022: £6,296,440)
that are available to offset against future taxable profits of the same trade.
2024
2023
£
£
Fair value movement on property revaluation
-
(122,751)
Tax at 19%
-
(23,323)
Tax losses available
-
23,323
Deferred tax for the year
-
-
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 34
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 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:
2024
2023
£
£
(Loss) for the year
(516,723)
(843,626)
Weighted average number of shares for basic (loss) per share
354,915,789
249,525,835
Weighted average number of shares for diluted (loss) per share
354,915,789
249,525,835
(Loss) per Ordinary Share:
Basic
(0.15)p
(0.34)p
Diluted
(0.15)p
(0.34)p
7.
PROPERTY, PLANT AND EQUIPMENT
Plant and equipment
2024
2023
£
£
Cost
At 1 April
32,790
7,790
Additions
-
25,000
Impairment
(25,000)
-
At 31 March
7,790
32,790
Depreciation
At 1 April
6,937
6,653
Charge for the year
213
284
At 31 March
7,150
6,937
Net book value at 31 March
640
25,853
The impaired asset related to the hydroponic equipment held in Life Hydroponic Assets Ltd. The directors considered
that as the company had not commenced to trade and the technology in the hydroponic space was forever changing that
the asset would now unlikely be able to attract any proceeds should it be necessary for it to be sold. The corresponding
creditor balance of £18,333 that remained outstanding was also written off from trade creditors.
8.
CURRENT ASSET: INVESTMENT PROPERTIES
2024
2023
FAIR VALUE
£
£
As at 01 April
927,249
1,712,000
Additions
-
-
Disposals
(927,249)
(662,000)
Fair Valuation Adjustment
-
(122,751)
31 March
-
927,249
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 35
NET BOOK VALUE
As at 31 March
-
927,249
Fair Value at 31 March is represented by:
Revaluation in 2024 (2023: at revalued amount)
-
927,249
Loss on Disposal:
Fair value
927,249
662,000
Disposal proceeds (net of costs)
927,249
649,618
Loss on Disposal
-
12,382
In 2023, fair value has been assessed by using level 3 fair value hierarchy and using the selling price achieved following
the sale of the remaining asset in September 2023.
9.
TRADE AND OTHER RECEIVABLES
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.
2024
2023
£
£
Cash and cash equivalents
8,906
17,148
The Directors consider that the carrying amount of cash and cash equivalents approximate to their fair value.
11.
INVENTORY
2024
2023
£
£
Work in progress
775,374
317,796
Inventories recognised as an expense during the period totalled £nil (2023: £nil). Borrowing costs capitalized in the
year total £38,208 (2023: – £6,393 ).
Write-down of inventories recognised as an expense in the period totalled £nil (2023: £29,750). For 2023, it 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 (2023: £275,000 ).
A 10% fall in the estimated future value of the property would result in an impairment totalling £80,000.
2024
2023
£
£
Other receivables
39,269
2,300
Other taxes
13,467
9,457
Prepayments
26,840
22,276
79,576
34,033
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 36
12.
TRADE AND OTHER PAYABLES
2024
2023
£
£
Trade payables
152,745
122,697
Taxation & social security
12,130
14,211
Accruals
120,739
85,955
285,614
222,863
13.
BORROWINGS
2024
2023
£
£
Directors’ loans
2,219,819
3,086,949
Other loans
719,500
560,000
Bank loans - see under
476,410
800,965
3,415,729
4,447,914
Being:
Less than one year
-
874,697
More than one year
3,415,729
3,573,217
3,415,729
4,447,914
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 2022 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 2024 of £nil due to the conversion of the loan notes during the period (2023:
£797,796 ). As a financial instrument with both debt and equity components, an amount had been recognised directly
into a Loan Note Equity Reserve on issue, , with the debt element being unwound at an implied interest rate of 10%
and the interest recognized through profit and loss. During the year, the Loan Note Equity Reserve was reversed
following the conversion of the Loan Note. Refer to note 14 for further details.
The remaining directors loan balance is disclosed in note 15.
Included in other loans is £560,000 (2023: £560,000 ) advanced by Mr G Howard (son-in-law to Mr C Johnson) to
the Company at rates of 10% & 5% per annum (2023: 10% & 5% pa) and loans provided during the year by Period
Homes at £134,500 and Forum Energy Services Ltd at £25,000. Details of the negotiated loan interest reduction with Mr
G Howard for accrued interest are given in note 17.
Selmat had 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 had
been rented out but was sold during the year.
The bank borrowings are repayable as follows:
2024
2023
£
£
On demand or within one year
-
In the second year
-
In the third to fifth years inclusive
-
After five years
476,410
800,965
476,410
800,965
Less amount due for settlement within twelve months
-
(included in current liabilities)
Amount due for settlement after twelve months
476,410
800,965
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 37
The weighted average interest rates paid on the bank loans were as follows:
Bank loans: 3.4 % (2023: 3.4%)
All of the Directors’ loans are repayable after more than 1 year . All loans are interest bearing and charged accordingly.
However, Mr C Johnson has waived his right to interest in the current year and the previous year. Interest of £nil (2023:
£1,559) was paid to Mr J Dubois at the rate of 12% pa (2022: 12% pa).
14.
SHARE CAPITAL
Issued allotted & paid share capital
2024
2023
Number
Number
Ordinary shares
Ordinary shares of 0.1p in issue
275,852,371
142,519,038
Ordinary shares of 0.1p issued in year
377,250,000
133,333,333
Total ordinary shares of 0.1p in issue
653,102,371
275,852,371
Deferred shares
Deferred shares of 0.9p in issue
287,144,228
287,144,228
Deferred shares of 0.9p arising in year
-
-
Total Deferred shares of 0.9p in issue
287,144,228
287,144,228
Background and current year position - Ordinary shares, warrants and loan notes
Ordinary Shares:
On 18 August 2023, the company issued 125,000,000 new ordinary shares at 0.1p as a result of placing of shares that
raised gross proceeds of £125,000. The funds raised provide the Company with additional working capital.
On 27 March 2024, 26,000,000 ordinary shares at 0.1p per ordinary share were issued in order to settle certain liabilities
amounting to £26,000.
On 27 March 2024, a convertible loan note with an aggregate amount of £905,000 was fully converted into 226,250,000
ordinary shares at 0.4p per ordinary shares. Previously, in year 2022, the Company agreed with Mr C Johnson a
consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. As a result
of the consolidation and variation agreement, the total amount owed to Mr C. Johnson was converted into an unsecured
convertible loan note with an aggregate amount of £905,000, which was set to expire on 31 July 2024 but was fully
converted into equity during the year. Further to the conversion, Mr C Johnson has instructed the Company's Broker,
Peterhouse Capital Limited ("Peterhouse") to immediately place the entirety of the 2022 Conversion Shares, at a price
of £0.00044 per share (a 12% discount to the mid-market closing price of £0.0005 on 20 March 2024, the last practical
date prior to this announcement), raising £99,550. Of the £99,550 total cash consideration received by Mr C Johnson for
the 2022 Conversion Shares, £50,000 is to be subscribed for by Paul Treadaway, Trafalgar's Chief Executive Officer,
and £10,000 by Gary Thorneycroft, the Company's Group Financial Director.
Deferred Shares:
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.
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
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 38
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
2024
2023
£
£
Ordinary shares b/fwd
275,852
142,519
Deferred shares b/fwd
2,584,298
2,584,298
Issued in year - ordinary shares
377,250
133,333
Issued in year – deferred shares
-
-
3,237,400
2,860,150
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 (2023: 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 Johnson, a subsidiary Director who served during the year, held 18,681,580 ordinary 0.1p shares in the Group as at
31 March 2024 (2023 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 2024
(2023: 50,000 ordinary 0.1p).
Mr P Treadaway who served as a Director during the year, held 133,409,829 ordinary 0.1p shares in the Group as at 31
March 2024 (2023: 19,733,466 ordinary 0.1p).
Mr G Thorneycroft who served as a Director during the year, held 23,327,273 ordinary 0.1p shares in the Group as at
31 March 2024 (2023: 600,000 ordinary 0.1p).
Further details relating to warrants can be found under note 16.
The following working capital loans have been provided by the
following Directors:
2024
2023
£
£
Mr C Johnson
Opening balances
3,123,798
2,938,382
Loan repayments
(993,297)
(63,255)
Personal drawings
(15,283)
(19,587)
Capital injected
104,600
268,258
Balance carried forward
2,219,818
3,123,798
J Dubois
Opening balances
-
100,000
Loan repayments
-
(100,000)
Balance carried forward
-
-
P Treadaway
Opening balance
(36,849)
-
Drawn in year
(120)
(36,849)
Closing balance
(36,969)
(36,849)
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 39
Mr C Johnson’s Loan bore interest during the year at 5% (2023: 5% pa), but he has chosen to forego the interest as he did
in 2023. Mr C Johnson was due interest of £nil in the year (2023: £nil). Mr C 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 £nil (2023: £1,559) at 12% pa
interest (2022: 12% pa). This loan was fully repaid on 16th May 2022.
Mr. G. Howard (son-in-law to Mr. C Johnson) had previously advanced loans of £560,000 (2023: £560,000) to the
Company at rates of 10% & 5% per annum (2023: 10% & 5% pa)
During the year rents were paid of £9,142 (2023: £10,000) to the Combe Bank Homes Pension Scheme which owns the
freehold offices at Chequers Barn. Mr C Johnson is a Trustee and Beneficiary of that Pension Scheme.
During the year payments amounting to £1,938 (2023: £15,900 ) 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 £nil (2023: £12,000) were made to May Barn Horticultural Consultancy Ltd, for
hydroponic consultancy services, a company that Dr P Challinor was a director and major shareholder During the year it
was agreed to write-off the balance due to May Barn of £18,333 for the hydroponic assets owned by Dr P Challinor on
the basis that both parties have agreed to waive the amount payable.
16.
SHARE WARRANTS
Following the conversion of the 2022 CLN with Mr C Johnson the warrants attaching to that CLN have now expired and
there are no warrants remaining.
17.
CAPITAL CONTRIBUTION RESERVE
The capital contribution reserve of £400,147 (2023: £400,147 ) 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 Johnson, a related party, a Capital Reserve was created. In the current year, a
further provision of £nil (2023:242,370) 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.
Financial Risk Management
The Group and Company’s financial instruments comprise investments designated at fair value through profit or loss,
cash and various items such as trade and other receivables, and trade and other payables, all of which arise directly from
its normal operations. The carrying values of all of the Group and Company’s financial instruments approximate their
fair values at 31 March 2024 and 31 March 2023. The Accounting Policies described on pages 29 - 30 outlines how the
financial instruments are measured.
Through its normal operations the Group is exposed to a number of financial risks. The Board reviews and agrees
policies for managing each of these risks as summarised below:
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 40
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 original bank loan with Lloyds Bank has been replaced by a loan with CPF One Ltd after the year end,
following completion of the construction work, changing from a variable rate basis on to a fixed rate
facility.,
• renegotiation of interest rates on some of the other loans from 10% to 5% (all fixed rates) all then being
forgone by the lender,
• partial repayments made in the year on other loans and,
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. There is limited exposure due to no trade receivables and that the primary exposure relates to cash and cash
equivalents, which are all deposited with reputable banks.
Liquidity risk management
This is the risk of the Group not being able to continue to operate as a going concern. The sale of the completed Speldhurst
property, that is on the balance sheet at cost, will provide cash flow to the business. The new project at Talbot Park, once
planning permission is granted, is expected to provide a good profit as it will allow two properties to be built and sold.
Current financing is provided by external financial institutions supported by Mr C Johnson.
The Directors have, after careful consideration of the risks 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.
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 41
Financial liabilities
31 March 2024
Total
Due within
One year
Due within
one to five
years
Due over
Five years
£
£
£
£
Trade payables
273,484
273,484
-
Borrowings – Directors’ loan
2,219,819
-
2,219,819
Borrowings – Bank loan
476,410
-
-
476,410
Borrowings – Other loans
719,500
159,500
560,000
-
Total
3,689,213
432,984
2,779,819
476,410
Financial liabilities
31 March 2023
Total
Due within
One year
Due within
one to five
years
Due over
Five years
£
£
£
£
Trade payables
208,652
208,652
Borrowings – Directors’ loan
3,086,949
874,697
2,212,252
Borrowings – Bank loan
800,965
800,965
Borrowings – Other loans
560,000
560,000
Total
4,656,566
1,083,349
2,772,252
800,965
19.
NET DEBT RECONCILIATION
2024
2023
£
£
Cash at bank
8,906
17,148
Cash and cash equivalents
8,906
17,148
Borrowing repayable (including overdrafts)
(3,415,728)
(4,447,914)
Net Debt
(3,406,822)
(4,430,766)
Cash and liquid
investment
Gross borrowings
with a fixed
interest rate
Total cash and
liquid
investments
£
£
£
Net debt as at 31 March 2022
12,753
(3,924,724)
(3,911,971)
Cash flows
4,395
(523,190)
(518,795)
Net debt as at 31 March 2023
17,148
(4,447,914)
(4,430,766)
Cash flows
(8,242)
1,032,186
1,023,944
Net debt as at 31 March 2024
8,906
(3,415,728)
(3,406,822)
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 42
20.
SUBSEQUENT EVENTS
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.
As stated in the announcement by the Group on 29 May 2024 we are in discussions with parties relating to a potential
reverse takeover, non-binding heads of terms have been signed. These discussions continue and further announcements
will be made in due course. A further announcement on 03 June 2024 stated that Ecap Esports Ltd had agreed to loan the
Company the sum of £250,000, the proceeds of which will be ring fenced to cover costs associated with the proposed
reverse takeover, should the transaction not occur. As announced in March 2024 Mr C Johnson introduced £99,550 into
Trafalgar by way of a loan being the consideration he received for the 2022 Conversion Shares. In return, Trafalgar will
issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be
convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and
can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of
the voting rights in issue in the Company. At the date of these financial statements this CLN has not yet been signed.
2024 CLN Issue
Further to the conversion of 2022 CLN, in order to provide additional funds to the Company, Mr C Johnson has agreed
to reinvest the entirety of the £99,550 consideration he will receive for the 2022 Conversion Shares back into the
Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the
"2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary
share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in issue in the Company.
As per Company Act 2006, the Company is required to convene a general meeting in order to undertake a share
reorganisation (the "Reorganisation"). A circular ("Circular") containing further details of the Reorganisation and notice
of the general meeting to approve the resolutions is required to implement the Reorganisation, and was expected to be
published and dispatched to Trafalgar’s shareholders last 31 May 2024, but a postponement was announced on 30 May
2024 following a disclosure dated 29 May 2024 regarding a discussion on a potential reverse takeover and that its shares
is being suspended from trading on AIM, thereby postponing the posting of the said Circular for the required general
meeting.
New Loan Agreement with Ecap Esports Ltd.
On 3 June 2024, the Group announced that it has entered into a loan agreement with Ecap Esports Ltd ("Ecap Esports").
Ecap Esports has agreed to loan the Company the sum of £250,000, the proceeds of which will be ringfenced to cover
costs associated with the recently announced proposed reverse takeover, should the transaction not occur. In the event
the proposed transaction does not complete, any funds remaining following payment of all accrued transaction fees shall
be returned to the lender. The loan bears no interest.
Trafalgar Property Group Plc
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the year ended 31 March 2024
Page | 43
Note
2024
2023
£
£
Fixed Assets
Investments
7
-
-
Current assets
Debtors
8
32,140
54,220
Cash at bank and in hand
3,406
3,842
35,546
58,062
TOTAL ASSET
35,546
58,062
EQUITIES & LIABILITIES
Current liabilities
Trade & other payables
9
224,856
961,756
Non-current liabilities
Borrowings
10
25,000
-
TOTAL LIABILITIES
249,856
961,756
NET (LIABILITIES)
(214,310)
(903,694)
Called up share capital
12
3,237,400
2,860,150
Share premium account
4,136,240
3,484,915
Loan note equity reserve
-
107,204
Profit and loss account
(7,587,950)
(7,355,963)
Equity – attributable to the owners of the Parent
(214,310)
(903,694)
TOTAL EQUITY AND LIABILITIES
35,546
58,062
The loss for the financial year dealt with in the financial statements of the Parent Company was loss of £339,191 (2023:
loss £408,699).
The financial statements were approved by the Board of Directors on 24 September 2024 and authorised for issue and
are signed on its behalf by:
P Treadaway: … Paul Treadaway………. G Thorneycroft: … Gary Thorneycroft ………
Company Registration Number: 04340125
The notes on pages 45 to 52 form an integral part of these financial statements
Trafalgar Property Group Plc
COMPANY BALANCE SHEET
For the year ended 31 March 2024
Page | 44
Share
Share
Loan Note
Profit
Total
Capital
Premium
Equity
& loss
Equity
Reserve
account
£
£
£
£
£
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 loss for the year
-
-
-
(488,864)
(488,864)
Movement in Loan note equity reserve
76,901
80,165
157,066
Shares issued during the year net of costs
133,333
234,666
-
-
367,999
At 31 March 2023
2,860,150
3,484,915
107,204
(7,355,963)
(903,694)
At 1 April 2023
2,860,150
3,484,915
107,204
(7,355,963)
(903,694)
Loss for the year
-
-
-
(339,191)
(231,987)
Total comprehensive loss for the year
-
-
-
(339,191
(231,987)
Loan Note Equity Reserve
(107,204)
107,204
-
Shares issued during the year on conversion
of loan notes
226,250
678,750
-
905,000
Shares issued during the year net of costs
151,000
(27,425)
-
123,575
At 31 March 2024
3,237,400
4,136,240
-
(7,587,950)
(214,310)
Further details of share capital are shown in Note 12.
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. The remaining balance has been reversed following the conversion of the loan note
during the year (2023: adjustment of £76,901)
The notes on pages 45 to 52 form an integral part of these financial statements.
Trafalgar Property Group Plc
COMPANY STATEMENT OF CHANGES IN EQUITY
31 March 2024
Page | 45
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 residential property development and charges an appropriate management fee for general costs incurred 2024 -
£43,344 (2023 - £78,591). The Company is a private company limited by shares and 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 United
Kingdom Accounting Standards, including Financial Reporting Standard 102, ‘The Financial Reporting Standard
applicable in the United Kingdom and the Republic of Ireland (‘FRS 102’) and the Companies Act 2006. 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.
The board are also continuing to consider a reverse takeover and have taken a loan from the target company to cover
any abort fees should the deal not complete, as stated in note 14 to the Company financial statements.
During the year the Company raised £125,000 before costs for working capital purposes by way of an issue of
125,000,000 shares at 0.1p per share, issued 26,000,000 shares at 0.1p to settle outstanding creditor balances and
crystalised the 2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares at 0.4p per share.
As indicated in note 14, subsequent to the balance sheet date, the Company has raised £99,550 from a contribution
by Mr C Johnson following the conversion of his 2022 CLN at the year end. This is to be used for working capital
purposes. A new CLN is to be issued to Mr C Johnson as stated in note 14. 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.
However, given that a degree of uncertainty exists in the timing of future sales, the Company’s ability to raise further
funds through share placements and the potential reliance on further funding been provided by the directors and
management’s ability to refinance all loans due in the next twelve months, there exists a material uncertainty that may
cast significant doubt on the Group’s ability to continue as a going concern.
(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.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 46
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.
(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, approximate to their fair values.
(i)
Financial assets
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) 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 and convertible debt
Financial liabilities are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Financial liabilities
Financial liabilities comprise long-term borrowings, short-term borrowings, trade and other payables, 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 £nil (2023: £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 Johnson for two years from July 2022, further details are
provided within note 12.
As stated in note 12, the convertible debt was converted during the year.
The accounting policies adopted for specific financial liabilities and convertible debts are set out below.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 47
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.
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.
All balances with subsidiaries have been fully impaired during the year
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 £339,191
(2023: Loss £408,699).
6.
EMPLOYEES AND DIRECTORS' REMUNERATION
2024
2023
£
£
Directors’ fees
-
107,567
Social security costs
-
11,211
Directors’ pension contribution
-
1,500
Management fees
-
-
-
120,278
The average number of employees of the Company during the year was:
2024
2023
Number
Number
Directors and management
4
5
There are no retirement benefits accruing to any of the Directors.
Additional directors remuneration of £60,000 (2023: £60,000) was paid to a director through subsidiary entities.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 48
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
2024
2023
Cost:
At 1 April
3,855,438
3,855,338
Additions
-
100
At 31 March
3,855,438
3,855,438
Impairment:
At 1 April
(3,855,438)
(3,855,338)
Additions
-
(100)
At 31 March
(3,855,438)
(3,855,438)
Net Value at 31 March
-
-
Held directly
Class of shares
held
% Shareholding
Principal Activity
Trafalgar New Homes
Limited
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
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 49
8.
DEBTORS
2024
2023
£
£
Amounts owed by Group undertakings
-
36,298
Other debtors
32,140
17,922
32,140
54,220
All amounts owed by Group undertakings £36,298 (2023 – nil) have been impaired during the year.
9.
TRADE AND OTHER PAYABLES
2024
2023
£
£
Trade creditors
143,457
95,754
Taxation and social security
637
20,191
Accruals / Other creditors
62,004
27,545
Directors’ loan
-
789,947
Amounts owed to Group undertakings
18,758
28,319
224,856
961,756
The loan with its subsidiary is interest free and repayable on demand.
10.
BORROWINGS
2024
2023
£
£
Other loans
25,000
-
25,000
-
Other loans are related to loans provided by Forum Energy Services Ltd at £25,000 (2023: £nil), a shareholder of the
Company. This loan is interest free and repayable on demand.
11.
FINANCIAL INSTRUMENTS
Financial assets
2024
2023
£
£
Financial assets:
Financial assets measured at amortised cost:
Amounts owed by group undertakings and other debtors
32,140
54,220
Financial liabilities:
Financial liabilities measured at amortised cost
170,369
914,020
Financial liabilities includes Trade creditors, Other creditors and
Amount due to group undertakings.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 50
12.
SHARE CAPITAL
Issued, allotted and paid share capital
2024
2023
Number
Number
Ordinary shares:
Ordinary shares of 0.1p in issue
275,852,371
142,519,038
Ordinary shares of 0.1p issued in year
377,250,000
133,333,333
Total Ordinary Shares of 0.1p in issue
653,102,371
275,852,371
Deferred shares:
Deferred shares of 0.9p in issue
287,144,228
287,144,228
Deferred shares of 0.9p arising in year
-
-
Total Deferred Shares of 0.9p in issue
287,144,228
287,144,228
Issued, allotted and paid share capital
2024
2023
£
£
Ordinary shares:
Ordinary shares of 0.1p in issue
275,852
142,519
Ordinary shares of 0.1p issued in year
377,250
133,333
Total Ordinary Shares of 0.1p in issue
653,102
275,852
Deferred shares:
Deferred shares of 0.9p in issue
2,584,298
2,584,298
Deferred shares of 0.9p arising in year
-
-
Total Deferred Shares of 0.9p in issue
2,584,298
2,584,298
Total Ordinary and Deferred Shares issued
3,237,400
2,860,150
Background – ordinary shares, warrants and loan notes
Ordinary Shares:
On 18 August 2023, the company issued 125,000,000 new ordinary shares at 0.1p as a result of placing of shares that
raised gross proceeds of £125,000. The funds raised provide the Company with additional working capital.
On 27 March 2024, 26,000,000 ordinary shares at 0.1p per ordinary share were issued in order to settle certain liabilities
amounting to £26,000.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 51
On 27 March 2024, a convertible loan note with an aggregate amount of £905,000 was fully converted into 226,250,000
ordinary shares at 0.4p per ordinary shares. Previously, in year 2022, the Company agreed with Mr C Johnson a
consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. As a result
of the consolidation and variation agreement, the total amount owed to Mr C Johnson was converted into an unsecured
convertible loan note with an aggregate amount of £905,000, which was set to expire on 31 July 2024 but was fully
converted into equity during the year. The conversion of the total amount owed to him by the Company has resulted in
the issue to Mr C Johnson of an unsecured convertible loan note for an aggregate amount of £905,000, expiring 31 July
2024, which was converted during the year. Further to the conversion, Mr C Johnson has instructed the Company's
Broker, Peterhouse Capital Limited ("Peterhouse") to immediately place the entirety of the 2022 Conversion Shares, at a
price of £0.00044 per share (a 12% discount to the mid-market closing price of £0.0005 on 20 March 2024, the last
practical date prior to this announcement), raising £99,550. Of the £99,550 total cash consideration received by Mr C
Johnson for the 2022 Conversion Shares, £50,000 is to be subscribed for by Paul Treadaway, Trafalgar's Chief Executive
Officer, and £10,000 by Gary Thorneycroft, the Company's Group Financial Director.
Deferred Shares:
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.
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.
13.
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. In addition, there were no
transactions with Forum Energy Services Ltd, the provider of a shareholders loan, as per note 10.
14.
SUBSEQUENT EVENTS
2024 CLN Issue
Further to the conversion of 2022 CLN, in order to provide additional funds to the Company, Mr C Johnson has agreed
to reinvest the entirety of the £99,550 consideration he will receive for the 2022 Conversion Shares back into the
Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the
"2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share
("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding
being less than 29.99 per cent of the voting rights in issue in the Company.
As per Company Act 2006, the Company is required to convene a general meeting in order to undertake a share
reorganisation (the "Reorganisation"). A circular ("Circular") containing further details of the Reorganisation and notice
of the general meeting to approve the resolutions is required to implement the Reorganisation, and was expected to be
published and dispatched to Trafalgar’s shareholders last 31 May 2024, but a postponement was announced on 30 May
2024 following a disclosure dated 29 May 2024 regarding a discussion on a potential reverse takeover and that its shares
is being suspended from trading on AIM, thereby postponing the posting of the said Circular for the required general
meeting.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 52
New Loan Agreement with Ecap Esports Ltd.
On 3 June 2024, the Group announces that it has entered into a loan agreement with Ecap Esports Ltd ("Ecap Esports").
Ecap Esports has agreed to loan the Company the sum of £250,000, the proceeds of which will be ringfenced to cover
costs associated with the recently announced proposed reverse takeover, should the transaction not occur. In the event
the proposed transaction does not complete, any funds remaining following payment of all accrued transaction fees shall
be returned to the lender. The loan bears no interest.
15. CONTROLLING PARTY
The company has no controlling party.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2024
Page | 53
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 54.
Ordinary business at the AGM
The following ordinary business resolutions will be proposed at the AGM:
(a)
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 2024, the report of the Directors
and the report of the Company's auditors on those accounts.
(b)
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.
(c)
Resolution 3: to approve the remuneration of the auditors for the next year.
(d)
Resolution 4: to re-appoint Paul Treadaway as a Director; Paul 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 38% 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 38% 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.
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
Page | 54
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 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 21 October 2024, for the following
purposes:
RESOLUTIONS
Ordinary business
To consider and, if thought fit, to pass resolutions 1 to 4 as ordinary resolutions:
1.
To receive and adopt the directors’ report, the auditor’s report and the Company’s accounts for the year ended 31
March 2024.
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 Paul Treadaway as an 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)
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;
(b)
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.
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
P a g e | 56
Dated: 24 September 2024
Registered Office:
Chequers Barn
Chequers Hill
Bough Beech
Edenbridge
Kent
TN8 7PD
By order of the Board
Nicholas Narraway
Secretary
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)
Page | 56
Notes:
1.
Shareholders are strongly encouraged to participate in the meeting by returning forms of proxy ahead of the meeting.
2.
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.
3.
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.
4.
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.
5.
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)
completed and signed;
(b)
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 17 October 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.
8.
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 17 October 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.
9.
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 17 October 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.
TRAFALGAR PROPERTY GROUP PLC
(Registered in England No. 04340125)