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THE CARDIFF PROPERTY PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2022

www.cardiff-property.com

Stock code: CDFF

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26281 22 November 2022 4:38 pm Proof One

The Group, including Campmoss, specialises

in property investment and development in

the Thames Valley. The total portfolio including

the jointly controlled Campmoss investment

and development portfolio, valued in excess

of £22m, is primarily located to the west of

London, close to Heathrow Airport and in

Surrey and Berkshire.

OUR MISSION

The Group seeks to enhance shareholder value by

developing its property portfolio and through stragetic

acquisitions.

CONTENTS

01 Financial Highlights

02 Locations

03 Chairman’s Statement

05 Strategic Report

12 Directors and Advisers

13 Report of the Directors

15 Corporate Governance

18 Remuneration Report

22 Statement of Directors’ Responsibilities

23 Independent Auditor’s Report

27 Consolidated Income Statement

27 Consolidated Statement of Comprehensive Income

28 Consolidated Balance Sheet

29 Consolidated Cash Flow Statement

30 Consolidated Statement of Changes in Equity

31 Notes to the Financial Statements

50 Company Balance Sheet

51 Company Statement of Changes in Equity

52 Notes to the Financial Statements

56 Notice of Annual General Meeting

60 Financial Calendar

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31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

During the financial year under review the Thames Valley

property market saw a marked upturn in activity with new

lettings and investment sales reaching pre-pandemic levels.

Thelast few months have however, seen a downturn in

confidence following rising inflation worries and increases in

interest rates and building costs.

In the current economic climate, the property market will be

sensitive to economic and fiscal projections. Whilst the

Thames Valley has historically remained resilient compared to

the general market, the impact of current uncertainties cannot

be underestimated.

J. Richard Wollenberg

Chairman

FINANCIAL HIGHLIGHTS

2022 2021

Net Assets £’000 29,812 28,442

Net Assets Per Share £ 27.56 25.49

Profit Before Tax £’000 2,697 1,259

Earnings Per Share – Basic and diluted pence 218.23 91.91

Dividend Per Share pence 20.5 18.5

Gearing % Nil Nil

Cardiff Property AR2022.indd 1Cardiff Property AR2022.indd 1 22/11/2022 16:39:2722/11/2022 16:39:27

M40

M25

J16

J15

J13

J12

J11

J10

J21

J10

Wokingham

Basingstoke

Bracknell

Woking

Guildford

Farnham

Maidenhead

Burnham

Slough

Heathrow

Central London

Windsor

Egham

Reading

The Group specialises

in property investment

and development in the

Thames Valley.

BRACKNELL

1-10 Market Street*

12 retail units on ground and first floors totalling 7,900 sq. ft.

Let primarily to local businesses and national franchisees on

medium term leases producing £194,000 p.a.

Alston House, 25 Market Street*

Development completed in 2019 – 10 retail units on ground

and first floor totalling 12,350 sq. ft. and 12 two-bedroom

apartments on the second and third floors. Nine of the retail

units are let on medium term leases producing £277,000

p.a. All apartments are let on Assured Shorthold Tenancy

Agreements.

Gowring House Apartments*

30 one and two-bedroom apartments over the five upper

floors with lift access. 25 apartments sold, five let on

Assured Shorthold Tenancy Agreements. Gowring House is

conveniently located for Bracknell railway station with direct

connections to London Waterloo and Reading and within

walking distance of the new town centre, including the

Lexicon and Peel Shopping Centre.

Gowring House Commercial*

3 ground floor retail units let on medium term leases

producing £92,000 p.a.

Westview*

Adjacent to Gowring House, eight retail units on ground and

first floors totalling 10,500 sq. ft. fully let on medium term

leases producing £229,000 p.a.

BURNHAM

The Priory*

26,000 sq. ft. headquarters office building. Including 9,000

sq. ft. used as a Business Centre and 17,000 sq. ft. on three

floors of adjacent offices. The majority of individual suites

at the Business Centre are let with one floor of the main

building currently available. Net rental currently £391,000 p.a.

estimated to increase to £511,000 when fully let.

EGHAM

Heritage Court

Four retail units let on medium term leases producing

£80,000p.a.

Station Road

Company Head Office totalling 1,450 sq. ft.

The White House

Five ground floor retail units with one floor of offices above

totalling 12,000 sq. ft. Tenants include Egham Essentials,

Woking Hospice, Shaw Trust and Riven Associates, producing

£195,000 p.a.

GUILDFORD

Tangley Place, Worplesdon*

2.5 acres, land in green belt.

MAIDENHEAD

Highway House*

Building demolished. Planning approval for a new 48,000 sq.

ft. gross B1 office scheme being updated. Agents appointed

to seek a pre-letting. Land let on short term lease for car

parking at a rental of £45,000 p.a.

Maidenhead Enterprise Centre

Six business units totalling 14,000 sq. ft. one unit currently

available current rental £146,000 p.a. rising to £170,000 p.a.

once fully let.

SLOUGH

Datchet Meadows*

Development of 37 apartments. All sold on long leases

producing ground rents of £22,000 p.a.

READING

Tilehurst

Tilehurst, Reading, vacant area of land totalling approximately

0.4 acres. Discussions with the Local Authority regarding

development are ongoing.

WINDSOR

Windsor Business Centre

Four business units totalling 9,500 sq. ft. let on short term

leases producing rental of £198,000 p.a. Planning approval for

new 20,000 sq. ft. office scheme.

*Owned by Campmoss Group our Joint Venture partner

LOCATIONS

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M40

M25

J16

J15

J13

J12

J11

J10

J21

J10

Wokingham

Basingstoke

Bracknell

Woking

Guildford

Farnham

Maidenhead

Burnham

Slough

Heathrow

Central London

Windsor

Egham

Reading

CHAIRMAN’S STATEMENT

Dear Shareholder,

During the financial year under review the Thames Valley

property market saw a marked upturn in activity with new

lettings and investment sales reaching pre-pandemic levels.

The last few months have however, seen a downturn in

confidence following rising inflation worries and increases in

interest rates and building costs.

In the current economic climate, the property market will

be sensitive to economic and fiscal projections. Whilst the

Thames Valley has historically remained resilient compared to

the general market, the impact of current uncertainties cannot

be underestimated.

As indicated in the review of our business activities on pages

5 and 6 the Group, including Campmoss Property Company

Limited “Campmoss” our 47.62% joint venture, completed a

number of new lettings and agreed rent increases as a result

of rent reviews.

Office rental levels remained firm over the year with lease

terms on new leases being agreed for periods of between

5-10 years. A number of our leases include increases in rent

and service charges linked to the Retail Price Index.

The majority of our retail tenants in Bracknell and Egham

remained open during the pandemic and during the year new

and existing lettings achieved marginal increases.

The Thames Valley residential market remained firm as

evidenced by the successful sale of all apartments at Britannia

Wharf, Surrey. Residential rental levels have also benefitted

from increased demand over the year.

The Company’s business units at Maidenhead, which offer

ground floor industrial use with first floor offices, achieved

small rental increases as leases expired or rents were

reviewed. Business and warehouse space in the Thames

Valley remained in demand although it should be remembered

that the trend of working from home continues to place a

strain on the office rental market.

Business units at the Windsor Business Centre, Windsor

are let on a short-term basis whilst detailed plans are being

prepared for submission.

Following the grant of planning for Affordable Housing, the

Company’s freehold property at Cowbridge Road, Cardiff, was

sold to a local Housing Association in excess of book value.

At Burnham and Maidenhead, commercial property owned by

Campmoss is let on a short-term basis whilst development

proposals are discussed with the Local Authority.

FINANCIAL

For the year to 30 September 2022, the Group profit before

tax was £2.70m (2021: £1.26m). This figure includes an

investment property value increase of £0.30m (2021: £0.53m)

for the Group and an after tax profit of £0.87m (2021: £0.07m)

from our share in Campmoss and its subsidiary. The major

contribution to the increase in Campmoss profit resulted from

the sale of all apartments at the recently completed residential

development at Britannia Wharf, Woking. The Company

also received a dividend of £3.0m (2021: £0.50m) from its

investment in Campmoss.

Revenue for the year, which represented gross rental income,

excluding Campmoss, totalled £0.70m (2021: £0.60m). The

sale of property in Cowbridge Road, Cardiff realised £1.02m.

The profit after tax attributable to shareholders for the financial

year was £2.41m (2021: £1.08m) and the earnings per share

was 218.23p (2021: 91.91p).

At the year-end, the Company’s commercial portfolio was

valued by Kempton Carr Croft at a total of £5.97m (2021:

£5.92m) this valuation excludes the Company’s freehold

office property which was also valued by Kempton Carr Croft

and is included in the balance sheet at valuation classified as

property, plant and equipment.

The increase in the value of the commercial portfolio results

from the increase in valuation less the carrying value of our

investment property at Cowbridge Road, Cardiff, as mentioned

earlier.

Property when completed and retained for re-sale is held

as stock at the lower of cost or net realisable value. At the

year-end this related to commercial property at The Windsor

Business Centre owned by First Choice Estates plc, the

Company’s wholly owned subsidiary.

The Group’s total property portfolio, including the jointly

controlled Campmoss Group, was valued at £22.3m (2021:

£34.8m). The majority of the reduction in value relates to the

sale of Britannia Wharf, Woking by Campmoss.

The Company’s share of the net assets of Campmoss Group,

after receipt of the £3.0m dividend from Campmoss Group,

was £13.76m (2021: £15.9m).

The Group’s total net assets as at the year-end were £29.81m

(2021: £28.44m) equivalent to £27.56 per share (2021: £25.49)

an increase of 8.1% over the year (2021: 4.7%). The Group,

including Campmoss, has adequate financial facilities and

resources to complete works in progress as well as the

envisaged development programme. Cash balances are held

on instant access or short-term deposit. At the year-end,

the Company had nil gearing (2021: nil). During the year the

Company purchased and cancelled 34,199 (2021: 78,525)

ordinary shares at a total cost of £0.79m (2021: £1.49m).

The Company may hold in treasury any of its own shares

purchased. This gives the Company the ability to reissue

treasury shares and provides greater flexibility in the

management of its capital base. At the year end the Company

held nil (2021 : nil) shares in treasury. Any shares purchased

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www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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CHAIRMAN’S STATEMENT CONTINUED

by the Company not held in treasury will be cancelled and the

number of shares in issue reduced accordingly.

The Company proposes to continue its policy of purchasing its

own shares, whether to be held in treasury or to be cancelled,

and a resolution renewing the directors’ authority will be

placed before the forthcoming Annual General Meeting to be

held on 19 January 2023. This authority will only be exercised

in circumstances where the directors regard such purchases

to be in the best interests of shareholders as a whole. Full

details are available on the Company’s website www.cardiff-

property.com.

Current IFRS accounting requires that deferred tax is

recognised on the difference between, the cost of properties,

including applicable indexation and quoted investments and

their current market value. However, IFRS accounting does

not require the same treatment in respect of the Group’s

unquoted investment in Campmoss, our 47.62% owned joint

venture, which represents a substantial part of the company’s

net assets. Whilst provision is made in Campmoss accounts

for deferred tax, should the shares held in Campmoss be

disposed of, for indicative purposes, based on the value in the

Company’s balance sheet at the year-end this would result

in a tax liability of £3.44m (2021 : £3.9m) equivalent to £3.18

(2021: £3.56) per share calculated using a tax rate of 25%

(2021: 25%). This information is provided to shareholders as

an additional non-statutory disclosure.

DIVIDEND

The Directors recommend a final dividend of 15.0p per share

(2021: 13.5p) making a total dividend for the year of 20.5p

(2021: 18.5p), an increase of 10.8%. The final dividend will be

paid on 3 February 2023 to shareholders on the register at 20

January 2023.

THE PROPERTY PORTFOLIO

The Group including Campmoss continues to concentrate

its property activities in the Thames Valley, to the west of

London, close to Heathrow Airport and in Surrey, Berkshire

and Buckinghamshire. A detailed property review is set out in

the strategic report on pages 5 to 6.

During the year the Company completed lettings at Egham

and Maidenhead whilst progressing development plans at

Windsor.

Campmoss achieved new lettings at Burnham and Bracknell

whilst planning applications are being prepared in respect of

The Priory, Burnham and Highway House, Maidenhead.

Close liaison with our tenants remains a priority and

continuing arrangements allowing some of our retail tenants

to pay rental monthly rather than quarterly will remain in place.

Most of the rental invoiced over the last two quarters has

been received.

The Group (including Campmoss) total property portfolio

contains: 43% retail sector, 8% business units, 14%

residential and 35% offices (by value).

A number of property acquisitions in the Thames Valley

were considered but not progressed as asking prices were

considered to be unviable.

QUOTED INVESTMENTS

The Company retains a small portfolio of quoted short-

term retail bonds and equity investments, with the former

providing an attractive income stream. The value of the

portfolio marginally decreased over the year primarily due to a

number of bond holdings approaching their maturity date and

increases in interest rates.

The equity investments include Aquila Services Group plc

(the largest UK based affordable housing consultancy group)

and Galileo Resources plc (a mining exploration company). I

remain a Non-Executive Director of both.

RELATIONSHIP AGREEMENT

The company has entered into a written and legally

binding relationship agreement with myself, its controlling

shareholder, to address the requirements of LR9.2.2AD of the

Listing Rules.

MANAGEMENT AND TEAM

In a challenging environment the Group’s continued success

is dependent upon our small management team and our joint

venture partner. I therefore wish to take this opportunity to

thank them all for their support and achievements over the

year.

OUTLOOK

Political and economic uncertainty together with rising

inflation and increased interest rates will inevitably affect the

property market. In the short-term activity in the property

market will be limited as companies will not commit to

investment decisions until clarity can be given. The fall in

the value of the pound against other currencies will certainly

attract some overseas investors but current uncertainties will

limit their interest.

The next few months will prove challenging with events in the

UK economy eagerly watched by investors.

I look forward to reporting to you further at the half year.

J. Richard Wollenberg

Chairman

22 November 2022

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CHAIRMAN’S STATEMENT CONTINUED STRATEGIC REPORT

The Directors present their Strategic Report on the Group for

the year ended 30 September 2022.

REVIEW OF OUR BUSINESS

The Group specialises in property investment and

development in the Thames Valley. The portfolio under

management, including the total value of properties owned

by our 47.62% Joint Venture, Campmoss Property Company

Limited (and its subsidiary), is valued at the year-end at

£22.3m. The Group’s methodology is to acquire sites which,

generally, have difficult planning considerations and use its

expertise to add value by achieving planning and developing

out the sites. The Group’s business model is to grow by

managing its existing freehold property portfolio and rapid

response to opportunities as they arise and is focused on the

long term.

PROPERTY PORTFOLIO UNDER MANAGEMENT

The total property portfolio below includes 100% of the assets

of our jointly controlled Campmoss Group:

2022

£’000

2021

£’000

Cardiff Group

Investment properties 5,985 5,968

Own use freehold property 300 240

Inventory 694 689

6,979 6,897

Campmoss Group

Investment properties 12,336 11,851

Inventory 2,999 16,112

15,335 27,963

Total 22,314 34,860

THE CARDIFF PROPERTY PLC PORTFOLIO

The Windsor Business Centre, Windsor, comprises four

business units all let on short term leases. Planning

Permission has been granted for a new office scheme

totalling, 20,000 sq. ft. gross and a detailed planning

application is currently being prepared. The new scheme can

incorporate a number of units and a marketing programme

to seek a pre-letting is currently being prepared. The existing

units are available for sale.

The White House, Egham, includes five ground floor retail

units with air-conditioned offices on the upper floor. The retail

units are all let on medium or short-term leases.

The Maidenhead Enterprise Centre, Maidenhead, comprises

six individual business units. Individual units include industrial

use on the ground floor with offices above. All units are let on

a mixture of short and medium-term leases.

At Heritage Court, Egham, which adjoins the Company’s

offices, the building comprises four retail units all of which are

let on short-term leases.

Tilehurst, Reading, comprising vacant area of land totalling

approximately 0.4 acres. Discussions with the Local Authority

are ongoing.

CAMPMOSS PROPERTY COMPANY LIMITED & SUBSIDIARY

The Campmoss Group, including its wholly owned subsidiary,

Campmoss Property Developments Limited continued to

actively manage its portfolio.

The Campmoss Group portfolio includes a range of office,

retail and residential tenancies in Burnham, Bracknell, and

Maidenhead which require active management in today’s

challenging market.

Results for the Campmoss Group are summarised below:

2022

£’000

2021

£’000

Revenue 18,623 1,189

Cost of sales (16,908) (1,200)

Other income 248 340

Admin expenses (192) (185)

Surplus on fair value movement

of investment properties 350 32

Net interest 111 41

Profit before tax 2,232 217

Tax (408) (77)

Profit after tax 1,824 140

Total comprehensive income for

the year 1,824 140

Dividends (6,300) (1,050)

Net assets 28,891 33,367

CAMPMOSS GROUP PORTFOLIO

All 52 apartments at Britannia Wharf, Woking, were sold

during the year.

At Market Street, Bracknell, four adjacent buildings known

as, 1-10 Market Street, Alston House, Westview and Gowring

House comprise a total of 33 retail units on ground and first

floor, with residential on the upper floors at Gowring House

and Alston House. 32 retail units are let on medium term

leases, primarily to national brand franchisees and small

local businesses. At the year-end Campmoss Group held 5

apartments at Gowring House and 12 apartments at Alston

House all of which are let on Assured Shorthold Tenancy

Agreements.

At The Priory, Stomp Road, Burnham, the 26,000 sq. ft.

existing office building comprises 17,000 sq. ft. of office

premises on three floors and an adjoining Grade II Listed

Office Building of 9,000 sq. ft. which is used as Business

Centre. The majority of individual suites at the Business

Centre are let with one floor of the main building currently

available.

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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STRATEGIC REPORT CONTINUED

ANALYSIS OF GROUP PROPERTY PORTFOLIO

By Capital Value (%)

(including property held in Inventory)

By Capital Value (%)

(excluding property held in Inventory)

By Rental Income (%)

(excluding property held in Inventory)

n Office n Residential n Retail n Industrial

At Highway House, Norreys Drive, Maidenhead, planning

was previously granted for a 48,000 sq. ft. gross new office

scheme. A revised and updated office scheme to accord

with changing market conditions is currently being prepared,

separately a residential scheme is also under consideration.

The cleared site is let to an adjacent office user as a car park.

Taking into account difficult market conditions in the Thames

Valley property market, and on external advice where

available, the portfolio was valued at the year-end by the

Directors of Campmoss and assessed at a current market

value of £15.3m (2021: £27.9m). This figure includes property

held for re-sale which is valued at the lower of costs or net

realisable value.

Total revenue for the Campmoss Group for the year amounted

to £18.6m (2021: £1.2m) representing £17.5m property sales

(2021: £nil) and gross rental income £1.1m (2021: £1.2m).

During the year Campmoss paid a dividend of £6.3m (2021:

£1.05m) to its shareholders.

At the year-end Campmoss retained substantial cash balances

which will fully fund the existing development programme.

Cash balances are held on instant access or short-term

deposits and gearing was nil (2021: nil).

PRINCIPAL RISKS AND UNCERTAINTIES

The principal and emerging risks currently faced by the Group

and its Joint Venture investment relate to:

• average length of unexpired tenancies and financial

strength of tenants;

• changes in planning legislation;

• adverse market conditions resulting in a reduction in the

value of the property portfolio;

• development risk;

• changes in interest rates;

• government policies (including policies relating to climate

change legislation) and taxation;

• changes in investor sentiment towards the property

sector;

• changes in lending policy by providers of finance; and

• the economic impact of COVID-19.

The Group mitigates these risks by managing its property

portfolio taking regard of market rent and the terms of

individual leases.

The Directors monitor available sources of information

regarding the value of property and level of rental yields. They

are also aware of potential changes in government policy

and the implication of planning legislation and take action

to reduce the risk to the Group where possible. External

valuations of property held by Cardiff are commissioned

annually. The Directors of Campmoss, the Joint Venture, carry

out internal valuations of the Campmoss Group portfolio

annually.

Development risk is mitigated by the use of experienced

teams or development partners with robust Development

Agreements.

Cash is deposited in fixed and variable interest rate accounts

with such rates monitored to determine the appropriate length

of time and level of funds to invest.

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STRATEGIC REPORT CONTINUED

2020

restated

17.60 24.35

1,940

146.68

Dividend per share

pence

Net assets per share

Profit before tax

£’000

Earnings per share

pence

2018 16.60 21.78 1,114 80.6

2019 17.10 22.85 1,653 123.1

2021 18.50 25.49 1,259 91.91

2022 20.50 27.56 2,697 218.23

The effectiveness of the Group’s strategy is reflected in its performance over recent years. In the three years to 30 September

2021 net assets per share increased 17.0% from £21.78p per share to £25.49p per share, with a further increase of 8.1%

to £27.56 at 30 September 2022. The Group benefits from substantial cash deposits and ongoing profitability. The interim

and proposed final dividend increased from 16.60p per share to 18.50p per share over the period from September 2018 to

September 2021 and, for the current year, the interim and proposed final dividend has been increased by 10.8% to 20.5p per

share.

CONSOLIDATED FIVE YEAR SUMMARY

2022 2021

2020

Restated 2019 2018

Income statement items

Revenue being gross rental income £’000 703 596 650 647 650

Profit before taxation £’000 2,697 1,259 1,940 1,653 1,114

Dividends paid and proposed in respect

of the year

(1)

£’000 210 211 211 212 208

Dividend cover

(2)

times 12.8 6.0 9.2 7. 8 5.4

Dividend per share

(3)

pence 20.5 18.5 1 7. 6 1 7. 1 16.6

Earnings per share

(4)

pence 218.23 91.91 146.7 123.1 80.6

Balance sheet items

Total assets £’000 30,956 29,656 29,944 29,096 28,043

Total liabilities £’000 (1,144) (1,214) (864) (753) (753)

Net assets £’000 29,812 28,442 29,080 28,343 27,290

Number of shares in issue at 30 September ‘000 1,082 1,116 1,195 1,240 1,253

Net assets per share attributable to

shareholders

(5)

£ 27.56 25.49 24.35 22.85 21.78

Gearing per cent nil nil nil nil nil

(1) Dividends paid and proposed in respect of the year represent the interim paid and the final declared in any one financial year.

(2) Dividend cover is calculated as profit before taxation divided by dividends paid and proposed in respect of the year.

(3) Dividend per share is the interim dividend paid and final dividend proposed for the year ended 30 September.

(4) Earnings per share is calculated as profit after taxation divided by the weighted average number of shares, note 11.

(5) Net assets per share attributable to shareholders is calculated as net assets divided by number of shares in issue at 30 September.

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

KEY PERFORMANCE INDICATORS

The key performance indicators used by the Directors for monitoring the performance of the business are shown in the graphs

below and the consolidated five-year summary.

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STRATEGIC REPORT CONTINUED

Revenue, being gross rents receivable, amounted to £703,000

(2021: £596,000).

Sales of investment properties are treated as disposals of

non-current assets with only the gain or loss on sale based on

the difference between the proceeds and the balance sheet

valuation being reflected in the income statement. Sales

made by Campmoss Group are not included in the Group’s

revenue in accordance with IAS 28.

Your Board has again obtained independent valuations of

the property portfolio (excluding those held by Campmoss

Group which are based on Directors’ valuations). These

external valuations result in an increase in the value of the

Group’s commercial portfolio of £299,000 (2021: £533,000).

Movements on the valuation of investment properties are

taken to the Income Statement in accordance with IAS 40.

STATEMENT ON S172 OF THE COMPANIES ACT 2006

Section 172(1) of The Companies Act 2006 requires Directors

of a Company to act in the way they consider, acting in good

faith, would be most likely to promote the success of the

Company for the benefit of its members as a whole taking

into account:

(a) the likely consequences of any decision in the long term,

(b ) the interests of the company’s employees,

with suppliers, customers and others,

(d) the impact of the company’s operations on the community

and the environment,

(e) the desirability of the company maintaining a reputation for

high standards of business conduct, and

(f) the need to act fairly as between members of the company.

The stakeholders are key to the business for the following

reasons:

• Employees – as noted in the Chairman’s statement, in a

challenging environment the Group’s continued success is

dependent upon our small management team and our joint

venture partner. The relationship with the team is effective

and feedback is honest and open, the newest member of

the team joined seven years ago.

• Shareholders – ongoing support from shareholders,

including support for resolutions at the AGM and lower

volume of trades provides share price stability, see graph

on page 19 to see how the share price has performed

relative to the market.

• Tenants – are key to the business due to cash payments

for rents. Relationships with tenants is very good with

all tenants having a direct relationship with at least one

member of the team. Working closely with tenants during

the Covid-19 pandemic has helped to foster understanding

relationships.

The Group is fortunate to have a loyal and long-standing

shareholder base, and shareholders views are taken into

account and discussed at Board meetings. Shareholder

feedback during the year has been supportive and has not

impacted on board decisions. Difficult decisions faced are

limited to dealing with payment of rents on time which are

managed by discussions with tenants. As the Board are

shareholders, they consider whether any decisions made align

with shareholders’ best interests. The Company adopts a long-

term investment and development strategy as set out in the

Viability Statement on page 17.

The Company only has 5 employees including the Directors,

so the remaining employees’ views are sought as the team

has a very close working relationship.

The Group selects suppliers based on their standards of

business conduct and whose ethics in terms of environment

and community align with the Group.

Any matters that are considered necessary are voted on at the

AGM to ensure fairness between shareholders.

CORPORATE SOCIAL RESPONSIBILITY

In carrying out the Group’s acquisition, development and

management of commercial and residential property, we aim

to conduct our business with honesty, integrity and openness,

respecting human rights and the interests of our shareholders

and employees. We aim to provide timely, regular and reliable

information on the business to all our shareholders and

conduct our operations to the highest standards.

We strive to create a safe and healthy working environment

for the wellbeing of our staff and create a trusting and

respectful environment, where all members of staff are

encouraged to feel responsible for the reputation and

performance of the Company. We continue to establish a

diverse and dynamic workforce who have the experience and

knowledge of the business operations and markets in which

we operate. Through maintaining good communications,

members of staff are encouraged to realise the objectives of

the Company and their own potential.

STRATEGIC REPORT CONTINUED

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STRATEGIC REPORT CONTINUED

The Group’s policy is to minimise the risk of any adverse

effect on the environment associated with its development

activities with a thoughtful consideration of such key areas as

energy use, pollution, transport, land use, ecology, renewable

resources, health and wellbeing. The Group aims to reduce

its carbon footprint as far as possible and adopts green and

sustainable building methods where possible. The Group also

aims to ensure that its contractors meet their legislative and

regulatory requirements and that codes of best practice are

met and exceeded. The Group is committed to maintaining

high environmental standards in all its operations and

minimising the impact of its activities on the surrounding

environment. The nature of the work that we are involved

in means that the Group has an opportunity, not only to

minimise the negative impact on the environment but also to

enhance and improve the environment in which we all live and

work.

CLIMATE-RELATED FINANCIAL INFORMATION

The Financial Stability Board created the Task Force on

Climate-related Financial Disclosures (TCFD) to improve and

increase reporting of climate-related financial information. The

Directors have considered the TCFD framework including:

Governance

Disclose the organisation’s governance around climate-related

risks and opportunities.

Strategy

Disclose the actual and potential impacts of climate-related

risks and opportunities on the organization’s businesses,

strategy, and financial planning where such information is

material.

Risk Management

Disclose how the organization identifies, assesses, and

manages climate-related risks.

Metrics & Targets

Disclose the metrics and targets used to assess and manage

relevant climate-related risks and opportunities where such

information

GOVERNANCE

a) Describe the board’s oversight of climate-related risks and

opportunities

The Board aims to act responsibly in understanding initiatives

that lower carbon emissions across the portfolio.

b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

The Company’s management team involve the Directors and

therefore all staff members will act responsibly in respect of

lowering carbon emissions.

STRATEGY

a) Describe the climate-related risks and opportunities the

company has identified over the short, medium, and

longterm.

Climate-related risks including those related to the physical

impacts of climate change (e.g. extreme weather events and

rise of sea level) and risks related to the transition to a lower-

carbon economy (e.g. changing market demand and carbon

pricing) have been considered.

In identifying risks and opportunities, financial impact ranges

have been assessed as follows:

• Low – less than £50,000

• Medium – between £50,001 and £250,000

• High – greater than £250.001

Time horizons have been assessed as follows:

• Short term – less than one year

• Medium term - one to three years

• Long term - greater than three years

Any new development undertaken will, incorporate tenant,

statutory and legal requirements, including initiatives that

potentially lower carbon emissions. No specific risks or

opportunities have been identified.

STRATEGIC REPORT CONTINUED

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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Short term risks

From April 2023, it will be a legal requirement for all commercial rented properties to have an EPC (Energy Performance

Certificate) rating of at least E. This is already a legal requirement for commercial and residential properties before they can

receive a new or renewal lease, so EPC certificates are reviewed on a regular basis, but from next year this requirement will be

extended to both new and existing commercial leases. A full review of the property portfolio is being undertaken and updated

EPCs being obtained where necessary. The Directors expect the impact of any improvement needed will be medium across

theportfolio.

b) Describe the impact of climate-related risks and opportunities on the company’s businesses, strategy, and financial planning.

Sustainability

aspirations Topic area Goals Progress

Achieve carbon

neutral by 2030

Minimising our supply

chain impact

Work closely with all suppliers and

contractors to understand their

carbon footprint.

Evaluation of new suppliers to

include consideration as to their

ESG policies.

Supplier audit to be undertaken in

year ended 30 September 2023.

Planning regulation

environmental

compliance

Ensure all planning applications

include necessary environmental

consideration reporting

requirements.

Requirements for each local council

where planning applications are

submitted have been reviewed.

External consultants appointed

with detailed knowledge involved

in all new planning application

submissions.

Energy use to be

100% renewable

energy by 2025

Sustainable

operations

Work towards achieving 100%

percent renewable electricity by

2025.

Review of energy providers to the

portfolio.

Replace existing supply contracts

with renewable energy contracts on

renewal.

c) Describe the resilience of the company’s strategy, taking into consideration different climate-related scenarios, including a

2°C or lower scenarios.

Under management or new build changing climate scenarios are considered and where possible included in our strategy.

STRATEGIC REPORT CONTINUED

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STRATEGIC REPORT CONTINUED

RISK MANAGEMENT

a) Describe the company’s processes for identifying and

assessing climate-related risks.

Keeping up to date with ever changing planning and

government policy.

Building Regulations 2022 for example includes updated

regulations include amendments to Approved Documents Part

F (Ventilation) and Part L (Conservation of fuel and power) and

the release of a new Approved Document for Overheating

(Part O) and Infrastructure for charging electric vehicles (Part

S). The Future Homes Strategy will from 2025 require homes

built to be ‘zero carbon ready’: such that they should not

require further energy efficiency retrofit measures to become

zero-carbon. The Standard is solely concerned with energy

efficiency measures, thereby only addressing the in-use

operational carbon of buildings.

b) Describe the company’s processes for managing climate-

related risks.

Due to the size of the business risks are managed on a case

by case basis.

c) Describe how processes for identifying, assessing, and

managing climate-related risks are integrated into the

company’s overall risk management.

Any policy initiatives will be considered by management and

included where possible.

METRICS AND TARGETS

a) Disclose the metrics used by the company to assess

climate-related risks and opportunities in line with its

strategy and risk management process.

If necessary external consultants will be used.

b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3

greenhouse gas (GHG) emissions, and the related risks.

Not appropriate.

c) Describe the targets used by the company to manage

climate-related risks and opportunities and performance

against targets.

As set out above management and the board will act

responsibly in determining targets whilst managing climate

related risks and opportunities appropriate to the Company’s

property portfolio.

J Richard Wollenberg

Chairman

22 November 2022

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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DIRECTORS AND ADVISERS

DIRECTORS

J Richard Wollenberg

Chairman and Chief Executive

Karen L Chandler FCA

Finance Director

Nigel D Jamieson BSc, FCSI

Independent Non-Executive Director

SECRETARY

Karen L Chandler FCA

HEAD OFFICE

56 Station Road, Egham, TW20 9LF

Telephone: 01784 437444

E-mail: webmaster@cardiff-property.com

Web: www.cardiff-property.com

REGISTERED OFFICE

56 Station Road, Egham, Surrey, TW20 9LF

REGISTERED NUMBER

00022705

AUDITOR

PKF Littlejohn. LLP

Statutory Auditor

15 Westferry Circus, London E14 4HD

STOCKBROKERS AND FINANCIAL ADVISERS

Shore Capital

Cassini House, 57-58 St. James’s Street, London, SW1A 1LD

BANKERS

HSBC Bank Plc

2nd Floor, 62-76 Park Street, London, SE1 9DZ

SOLICITORS

Blake Morgan LLP

One Central Square, Cardiff, CF10 1FS

Charsley Harrison LLP

Windsor House, Victoria Street, Windsor, SL4 1EN

REGISTRAR AND TRANSFER OFFICE

Neville Registrars Limited

Neville House, Steelpark Road, Halesowen, B62 8HD

Telephone: 0121 585 1131

J RICHARD WOLLENBERG (AGED 74)

Chairman and chief Executive

Was appointed a Director of the Company in 1980, became

chief Executive in 1981 and chairman in 1989. J Richard

Wollenberg has over 35 years’ experience in property

investment and development and has been actively involved

in a number of corporate acquisitions, flotations, mergers

and capital reorganisations of public and private companies.

He is an Executive Director of Campmoss Property Company

Limited and its subsidiary. He is also a Non-Executive Director

of Aquila Services Group plc, which is quoted on the London

Stock Exchange and a Non-Executive Director of Galileo

Resources plc, quoted on AIM.

KAREN L CHANDLER (AGED 50)

Finance Director

Was appointed a Director of the Company on 21 January

2016. She is a chartered accountant having qualified with

KPMG and has previously served as CFO of AIM quoted

Zenergy Power plc (now Cloudcall Group plc) and of a number

of private companies including GLID Wind Farms Limited and

Advetec Holdings Limited. Karen is non-executive director of

AdvancedADVT Limited and Director of Celaton Limited.

NIGEL D JAMIESON BSC, FCSI (AGED 72)

Independent Non-Executive Director

Was appointed to the Board as a Non-Executive Director

in 1991 and is chairman of the Company’s Audit and

Remuneration Committees. He has over 35 years’ experience

of the UK property market both as a general practice surveyor

and as an investment analyst. He is an Executive Director of

several independent property investment companies active

in the London area and acts as an independent consultant to

private clients on a range of property related matters.

NON-EXECUTIVE DIRECTOR OF WHOLLY OWNED SUBSIDIARY

FIRST CHOICE ESTATES PLC

DEREK M JOSEPH BCOM, FCIS (AGED 72)

Derek is Chair of Aquila Services Group plc, quoted on the

London Stock Exchange and specialising in urban regeneration

and affordable housing. The Group trades through its three

major subsidiaries, Altair Consultancy & Advisory Services

Ltd, Oaks Limited and Aquila Treasury and Financial Solutions

Ltd which is a treasury advisory company registered in the

United Kingdom with the Financial Conduct Authority. The

Aquila Group is currently undertaking assignments in 20

countries around the world and works for governments,

city authorities, pan-national organisations, housing NGOs,

trade bodies, as well as commercial organisations and banks

involved in property investment.

Mr Joseph is also non-executive director of Assetcore Limited

a second stage Fintech company, specialising in security

management and an investment advisor to two major

endowed charities.

Previously an Executive Director of Tribal Treasury Services

Ltd and managing Director of HACAS Group PLC (now part

of the Tribal Group), the largest independent quoted housing

regeneration consultancy advising housing associations, local

authorities and government departments on social housing,

care and asset management. Derek’s specialism was financial

planning, structures, Joint Ventures and funding particularly for

estate regeneration.

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REPORT OF THE DIRECTORS

The Directors submit their annual report and the audited

financial statements for the year ended 30 September 2022.

RESULTS

The results of the Group for the year are set out in the audited

financial statements on pages 27 to 49.

DIVIDENDS

The Directors recommend a final dividend for the year of

15.0p per share (2021: 13.5p) payable on 31 January 2023.

The total dividend paid and proposed in respect of the year,

including the interim dividend of 5.5p (2021: 5.0p) per share,

amounts to 20.5p per share (2021: 18.5p).

PRINCIPAL ACTIVITY

The principal activity of the Group during the year continued to

be property investment and development. Certain information

that fulfils these requirements and those of the UK Listing

Authority Disclosure Rules and Transparency Rules which

requires a management report can be found in the Chairman’s

Statement and Strategic Report on pages 5 to 9. A description

of corporate social responsibility activities is included in

the Strategic Report on page 8. The Company’s statement

on Corporate Governance can be found in the Corporate

Governance report on pages 15 to 17 and it forms part of the

Directors’ Report and so is incorporated into this report by

cross reference.

There are no persons with whom the Company has

contractual or other arrangements which are essential to the

business of the Company other than those included in the

related party disclosures in note 25 on page 47.

BUSINESS REVIEW

See Strategic Report on pages 5 to 9.

LIKELY FUTURE DEVELOPMENTS

The Group expects to continue to generate rental income

from its investment property portfolio. The Group intends to

progress its development at the Windsor Business Centre

now that planning has been granted and will continue to try

to secure planning at The Priory, Burnham, and Colliers Way,

Tilehurst.

FINANCIAL INSTRUMENT RISK

The Group’s financial assets and liabilities are comprised

predominantly of equity instruments in a Joint Venture,

equity instruments in listed entities, and short-term cash

deposits. The equity instruments represent long term

positions taken by the Group and are held for both capital

growth and income. The term and cash deposits which are

held in financial institutions with an acceptable risk rating and

have access terms which allow the Directors to pursue the

Group’s business objectives and service dividend policy. The

risk profile and maturity of the Group’s financial assets and

liabilities is set out in note 26. The Group has not entered into

any hedging arrangements.

DIRECTORS

The current Directors of the Company and the Non-Executive

Director of a wholly owned subsidiary are listed on page 12.

All served throughout the financial year.

In accordance with the Company’s articles of association, Karen

L Chandler will retire by rotation at the Annual General Meeting.

DIRECTORS’ INTERESTS

Directors’ and their connected persons interests in the

ordinary shares of the Company were as follows:

At 30

September

2022

Beneficial

At 30

September

2021

Beneficial

K L Chandler 100 100

N D Jamieson 1,500 1,500

J R Wollenberg 584,768 561,298

The increase in JR Wollenberg’s shareholding in the year of

23,470 above are held by connected persons.

There were no changes in the Directors’ shareholdings

as stated above between 1 October 2022 and

22 November 2022.

At 30 September 2022 J Richard Wollenberg held 25,000

(2021: 25,000) ordinary shares of £1 each in Campmoss

Property Company Limited, a Joint Venture, representing

2.38% (2021: 2.38%) of the issued share capital of that

Company. No other Director has any interest in the share

capital of any other Group Company.

DIRECTORS’ OPTIONS

No Director held options at 30 September 2022 (2021: nil).

SUBSTANTIAL SHAREHOLDINGS

Other than J. Richard Wollenberg referred to above who with

his family holds 54.06%, the Company has not been notified

of any holdings of 3% or more in the share capital of the

Company at 22 November 2022.

ALLOTMENT OF SHARES

As special business at the Annual General Meeting, a

resolution will be proposed to renew the power of your

Directors to allot equity securities, pursuant to section 551 of

the Companies Act 2006, such power being limited to one-

third of the issued share capital of the Company. This authority

may be renewed for five years but, in common with modern

corporate governance practice, it is your Directors’ intention

that the resolution be limited to one year and that its renewal

be proposed at each Annual General Meeting.

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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REPORT OF THE DIRECTORS CONTINUED

PRE-EMPTION RIGHTS

As special business at the Annual General Meeting a

resolution will be proposed to renew for a further year the

power of your Directors’ to allot equity securities for cash

without first offering such securities to existing shareholders.

The aggregate nominal amount of equity securities which

maybe allotted in this way shall not exceed £10,818,

representing 5% of the present issued ordinary share capital

of the Company.

PURCHASE OF OWN SHARES

At the Annual General Meeting held on 17 January 2022,

authority was renewed empowering your Director’s to

make market purchases of up to 167,286 of the Company’s

own ordinary shares of 20p each. Under that authority,

your Director’s made market purchases of 34,199 shares

(nominal value £6,840) representing 3.1% of the issued share

capital at 17 January 2022. These shares were purchased

for an aggregate value of £791,000 (including stamp duty

and charges) and cancelled. The number of shares in issue

following these transactions was 1,081,787.

The existing authority for the Company to purchase its own

shares expires at the conclusion of the Annual General

Meeting to be held on 19 January 2023. The Directors wish

to renew the authority and consent is therefore sought to

approve resolution 8 set out in the Notice of Meeting on

page 57 authorising the Directors to purchase up to 162,160

ordinary shares of 20p each (representing 14.99% of the

present issued share capital), at a minimum price of 20p and

a maximum price equal to 105% of the average of the middle

market quotations for the ordinary shares of the Company

as derived from the Daily Official List of The London Stock

Exchange for the ten business days before the relevant

purchase is made. The authority will expire at the conclusion

of the Annual General Meeting in 2024 and it is your Directors’

intention that a resolution for its renewal will be proposed at

each succeeding Annual General Meeting.

The authority will only be exercised when the Directors

are satisfied that it is in the interests of the Company so

to do. The Company may hold in treasury any of its own

shares purchased under this authority. This would give

the Company the ability to reissue treasury shares and

provides greater flexibility in the management of its capital

base. Any shares purchased by the Company not held in

treasury will be cancelled and the number of shares in issue

reduced accordingly.

DONATIONS

The Company made no political donations during this year

or last.

AUDITOR

In accordance with Section 489 of the Companies Act 2006, a

resolution proposing that PKF Littlejohn LLP be re-appointed

will be put at the forthcoming Meeting.

PROVISION OF INFORMATION TO AUDITOR

The Directors who held office at the date of approval of

this Directors’ report confirm that, as far as they are each

aware, there is no relevant audit information of which the

Company’s auditor is unaware; and each Director has taken

all the steps that they ought to have taken as a Director to

make themselves aware of any relevant audit information

and to establish that the Company’s auditor is aware of

that information.

GREENHOUSE GAS DISCLOSURES

The Cardiff Property plc has minimal greenhouse gas

emissions to report from its operations and does not have

responsibility for any other emissions producing sources

under the 2018 Energy and Carbon Reporting Regulations,

(including those within our underlying investment portfolio).

STREAMLINED ENERGY & CARBON REPORTING

The Group has not disclosed energy and carbon usage as

it qualifies as a low energy user, using less than 40MWh

per annum.

DIRECTORS AND OFFICER’S INDEMNITY INSURANCE

The Directors of the Company are covered by Directors and

Officers Indemnity Insurance to the amount of £500,000 in

each loss per policy period, with a sub-limit of £250,000 in

respect of defence costs for pollution.

DISCLOSURE AND TRANSPARENCY RULES

Details of the Company’s share capital are given in note 20.

The Company has no share options.

There are no restrictions on transfer or limitations on the

holding of the ordinary shares. None of the shares carry any

special rights with regard to the control of the Company.

There are no known arrangements under which the financial

rights are held by a person other than the holder and no

known agreements or restrictions on share transfers and

voting rights.

As far as the Company is aware there are no persons with

significant direct or indirect holdings other than the Director as

noted above.

The provisions covering the appointment and replacement

of Directors are contained in the Company’s articles, any

changes to which require shareholder approval.

There are no significant agreements to which the Company

is party that take effect, alter or terminate upon a change

of control following a takeover bid and no agreements for

compensation for loss of office or employment that become

effective as a result of such a bid.

RELATIONSHIP AGREEMENT

The Company has entered into a written and legally binding

relationship agreement with the Board due to J R Wollenberg

being a controlling shareholder, to address the requirements

of LR9.2.2AD of the Listing Rules.

J Richard Wollenberg

Chairman

22 November 2022

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CORPORATE GOVERNANCE

The Board is committed to maintaining appropriate standards

of corporate governance. The statement below, together

with the report on Directors’ remuneration on pages 18 to

21, explains how the Company has applied the principles set

out in The UK Corporate Governance Code 2018 (“the Code”)

and contains the information required by section 7 of the UK

Listing Authority’s Disclosure Rules and Transparency Rules.

The Board have conducted an internal performance evaluation

of the Board, its committees, and the individual Directors,

led by independent Non-Executive Director Nigel D Jamieson

supported by J Richard Wollenberg and Karen L Chandler.

Given the size of the Company the Board has concluded that

an independent facilitation of the performance evaluation was

not necessary, but this will be kept under review. The Board

has assessed the skills and knowledge of the Board and will

continue to keep this under review.

DIVERSITY POLICY

The Board will apply a diversity policy when recruiting

including consideration of age, gender, race, education and

professional backgrounds. The Group has not recruited any

new hires for over seven years. One of the three directors is

female (33.3%) both employees (100%) are female.

BOARD OF DIRECTORS

The Board currently consists of two Executive Directors and

one independent Non-Executive Director. It meets regularly

with senior staff throughout the year to discuss key issues

and to monitor the overall performance of the Group. The

Board has a formal schedule of matters reserved requiring

Board approval. This includes publication of annual report and

interim results, payment of dividends, purchasing of property,

appointment of auditors, appointment of Directors, donations,

property valuations, acquisition or disposal of investments

and other material decisions. The Board met five times during

theyear.

Director

Board

meetings

attended

Audit

committee

meetings

attended

Remuneration

committee

meetings

attended

J R Wollenberg 5 2 1

KL Chandler 5 2 1

ND Jamieson 5 2 1

Total meetings held 5 2 1

JR Wollenberg has been Chairman for over nine years.

The Board considers this appropriate given the level of

shareholding JR Wollenberg and family hold. As noted in the

remuneration report, the Chairman’s bonus is linked to the

increase in net assets which aligns to the strategic objectives

of increasing shareholder value.

The Board views the Non-Executive Director as independent

of the Board, notwithstanding his tenure being more than

nine years. This is due to the range and depth of his external

commitments and his ongoing experience in the property

sector and his proven ability to challenge the Executive

Directors at Board Meetings.

AUDIT COMMITTEE

The Audit Committee, which is chaired by the independent

Non-Executive Director, Nigel Jamieson, comprises Nigel

Jamieson and Richard Wollenberg, who have recent relevant

financial experience.

The remit of the Audit Committee is to provide oversight

of the Group finance and associated risk management

procedures. The Audit Committee meets at least twice a year

to consider the Group’s financial affairs and the identified

risks which may impact on the Group and to evaluate the

adequacy of the safeguards which have been put in place to

mitigate those risks. In addition, the Audit Committee meets

periodically with the external auditors. The Audit Committee

has previously concluded that due to the size of the Group an

internal audit function is not required. This remains the view

of the Audit Committee, but this decision will continue be

reviewed at least annually.

Evaluation of external auditor and consideration of key findings

PKF Littlejohn. LLP were appointed as auditors with effect

from 12 April 2021 and this is therefore their second year of

appointment.

Compliance with the provisions of the Statutory Audit Services for

Large Companies Market Investigation Order 2014

The Group complies with the provisions of the Statutory Audit

Services for Large Companies Market Investigation Oder 2014

and as a PIE will change auditor at least once every ten years.

Normally, the Audit Committee meets with the auditor at

least twice during the year. Due to Covid-19 and revised

working practices, the Audit Committee meeting with the

auditors have taken place remotely. However, the Committee

is satisfied that there has been effective engagement with

the auditors.

At the Audit Committee meeting the auditors presented

their audit findings and took questions from the Members

on the scope of their work and their findings including those

raised on internal procedures and controls. In keeping with

best practice, the Audit Committee also met with the audit

engagement partner without the Finance Director present.

The Committee were satisfied with the effectiveness of

the audit.

The Audit Committee also considers auditor independence

and, in doing so has a policy of not using the auditor for

non-audit services. In advance of each audit, the Committee

obtains confirmation from the external Auditor that they are

independent and of the level of non-audit fees earned by them

and their affiliates. No non-audit services were provided during

the financial year ended 30 September 2022.

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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CORPORATE GOVERNANCE CONTINUED

As part of the decision to recommend to the Board the

re-appointment of the external auditor, the Committee

considers the tenure of the auditor in addition to the

results of its review of the effectiveness of the external

auditor and considers whether there should be a full tender

process. There are no contractual obligations restricting the

Committee’s choice of external auditor.

Financial reporting

After discussion with both management and the external

auditor, the Audit Committee determined that the key risk

of misstatement of the Group’s financial statements related

to property valuations in the context of current market

conditions. This includes the property held by the Group’s

Joint Venture.

This issue was discussed with management during the year

and with the auditor at the time the Committee reviewed

and agreed the auditor’s Group audit plan as well as at the

conclusion of the audit of the financial statements.

Property valuation

As further explained in note 2 to the financial statements,

our approach to valuing properties is to obtain an external

independent valuation of the properties held by the Parent

Company each year. The Directors of the Joint Venture

value its properties each year considering yields on similar

properties in the area, vacant space and covenant strength.

They also consider external valuations and take external advice

where necessary.

The Audit Committee is satisfied that the carrying value of

properties is appropriate based on the use of an external

independent valuer for The Cardiff Property portfolio and the

experience and knowledge of the Directors in valuing the

properties of the Joint Venture.

The Audit Committee discusses the results of the valuations

with the Directors who provide information on assumptions

used and provide appropriate explanation and evidence where

possible for such assumptions.

REMUNERATION COMMITTEE

The Remuneration Committee consists of all Board Members

and is chaired by Nigel Jamieson. It meets when required

to consider all aspects of Directors’ and staff remuneration,

share options and service contracts. The Remuneration

Committee met once during the year.

COMPLIANCE STATEMENT

The Company has, other than where stated below, complied

fully with the provisions set out in section 1 of the Code,

during the year:

• the Chairman is also the Chief Executive;

• a Nominations Committee has not been established;

• the Audit Committee includes one Non-Executive Director

(the Code recommends that the Audit Committee

should comprise at least three, or in the case of smaller

companies, two Non-Executive Directors); and

• the Remuneration Committee also consists of all Board

Members (the Code recommends that the Remuneration

Committee should comprise solely of Non-Executive

Directors).

The Directors consider this structure to be a practical solution

bearing in mind the Company’s size and needs. However, it is

intended to review this issue as the Group develops.

The Code requires that the Directors review the effectiveness

of all internal controls, not only internal financial controls.

This extends the requirement in respect of internal financial

controls to cover all controls including financial, operational,

compliance and risk management. The Company has

procedures established which enable it to comply with the

requirements of the Code in relation to internal controls.

INTERNAL CONTROL

The Directors confirm that they have reviewed the

effectiveness of the Group’s system of internal control for

identifying, evaluating and managing the significant risks

faced by the Group and they acknowledge their responsibility

for that system. Such a system is designed to manage risk

and can, however, only provide reasonable but not absolute

assurance against material misstatement or loss.

The size of the Group and the small number of employees

necessarily involves the Executive Directors closely in the day-

to-day running of the Group’s affairs. This has the advantage

of the Executive Directors becoming closely involved with all

transactions and risk assessments. Conversely, the Board is

aware that its size also means that the division of functions

to provide normal internal control criteria is problematic. The

Board believes, however, that its close involvement with the

day-to-day management of the Group eliminates, as far as

possible, the risks inherent in its small size.

Key features of the system of internal control include:

• strategic planning – the Board considers the Group’s

position in respect of its marketplace and likely trends

in that marketplace which will necessitate a change or

adjustment to that position.

• investment appraisal and monitoring – all capital projects,

contracts, business and property holdings and acquisitions

are reviewed in detail and approved by the chairman or, if

of a significant size, by the whole Board; and

• financial monitoring – cash flow and capital expenditure

are closely monitored, and key financial information is

reviewed by the Board on a regular basis.

The Board considers that there is an ongoing process for

identifying, evaluating and managing the significant risks

facing the Group that has been in place during the year, which

is regularly reviewed and accords with the UK Corporate

Governance Code (2018).

26925 22 November 2022 4:38 pm Proof 4

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CORPORATE GOVERNANCE CONTINUED

INTERNAL FINANCIAL CONTROL

Financial controls have been established so as to provide

safeguards against unauthorised use or disposition of the

assets, to maintain proper accounting records and to provide

reliable financial information for internal use.

Key financial controls include:

• the maintenance of proper records;

• a schedule of matters reserved for the approval of the

Board;

• evaluation, approval procedures and risk assessment

for acquisitions and disposals and for major capital

expenditure;

• regular reporting and monitoring of development projects;

and

• close involvement of the Chairman in the day-to-day

operational matters of the Group.

The Directors consider the size of the Group and the

close involvement of Executive Directors in the day-to-day

operations makes the maintenance of an internal audit

function unnecessary. The Directors will continue to monitor

this situation.

RELATIONS WITH SHAREHOLDERS

Presentations are given to investors by the Chairman when

requested, normally following the publication of the half year

and full year results, when interim and annual reports are

published. The results of meetings with investors, media

and analysts are discussed with Board Members to assist

them in understanding the views of investors and others. All

Directors, when possible, attend the Annual General Meeting

at which they have the opportunity to meet with shareholders.

Shareholders can vote electronically and can contact the

Directors as required.

GOING CONCERN

After making enquiries the Directors have a reasonable

expectation that the Company and the Group have adequate

resources to continue in operational existence for at least

12 months from the date of this report. For this reason, they

continue to adopt the going concern basis in preparing the

financial statements.

VIABILITY STATEMENT

In accordance with the 2018 revision of the Code, the

Directors have assessed the prospect of the Company over

a longer period than the 12 months required by the ‘Going

Concern’ provision. The Board conducted this review for a

period of five years, which was selected for the following

reasons:

• the Group’s strategic review covers a five-year period;

• for a major scheme five years is a reasonable

approximation of the maximum time taken from obtaining

planning permission to letting the property; and

• most leases contain a five-year rent review pattern and

therefore five years allows for the forecasts to include the

reversion arising from those reviews; and

• the average unexpired lease term is between three and

five years and there is a low void rate.

The five-year strategic review considers the Group’s

cash flows, dividend cover and other key financial ratios

over the period. These metrics are subject to sensitivity

analysis, which involves flexing a number of the main

assumptions underlying the forecast both individually and

in unison. Where appropriate, this analysis is carried out to

evaluate the potential impact of the Group’s principal risks

actually occurring. The five-year review also makes certain

assumptions about the normal level of capital recycling likely

to occur and considers whether additional financing facilities

will be required.

In its assessment of the viability of the Group, the Directors

have considered each of the Group’s principal risks and

uncertainties detailed on page 6 and in note 3, and in

particular the impact of a significant fall in the UK property

market on the value of the Group’s investment property

portfolio. The Directors have also considered the Group’s

income and expenditure projections. The Group is in the

enviable position of having significant cash balances. At 30

September 2022, the Cardiff Group had cash balances of

£4.9m and a further £4.0m term deposits (generally with

maturity dates of 95 days), in addition the Company has

investments of £0.9m of which £0.8m are readily marketable.

The Group has an operating cost base including tax and

dividends of under £1m per annum so even with no income

for a number of years the Group would remain solvent.

The Cardiff Group receives a management fee from

Campmoss of around £0.5m per annum, there is no reason to

assume this income would not be received as the Campmoss

Group had cash balances at 30 September 2022, of £6.6m

and a further £9.6m term deposits (generally with maturity

dates of 95 days).

The Directors confirm that their assessment of the principal

and emerging risks facing the Group was robust and comfort

is taken from the average unexpired tenancies. Based upon

the robust assessment of the principal risks facing the Group

as detailed on page 6 and in note 3, and their stress-testing

based assessment of the Group’s prospects as described

above, the Directors have a reasonable expectation that

the Group will be able to continue in operation and meet its

liabilities as they fall due over the five-year period of their

assessment.

Registered office: By order of the Board

56 Station Road

Egham K Chandler FCA

Surrey Secretary

TW20 9LF

22 November 2022

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

Cardiff Property AR2022.indd 17Cardiff Property AR2022.indd 17 22/11/2022 16:39:2922/11/2022 16:39:29

REMUNERATION REPORT

ANNUAL STATEMENT

Composition of the Remuneration Committee (not subject

to audit)

Nigel D Jamieson Independent Non-Executive Director,

Chairman of the Committee

Karen L Chandler Executive Director

J Richard Wollenberg Executive Director

Remuneration policy is a matter for the Board as a whole. The

Remuneration Committee works within the agreed policy to

set individual Remuneration levels, although the Executive

Directors do not participate in decisions regarding their own

Remuneration. The Members of the Remuneration Committee

have access to professional advice at the Company’s expense,

if necessary, in order to carry out their duties. No such advice

was sought during the year. All Members served throughout

the year. In setting Directors’ Remuneration, the Committee

has regard to other employees of the Company.

COMPLIANCE (NOT SUBJECT TO AUDIT)

In setting the Company’s Remuneration policy for Directors,

the Remuneration Committee has considered the best

practice provisions annexed to The Financial Conduct Authority

Listing Rules and the report has been prepared in accordance

with the Directors’ Remuneration Report Regulations 2019.

POLICY REPORT

Remuneration policies (not subject to audit)

The Remuneration policy was in effect from 1 October

2021 and prior and it is intended that these policies will be

continued for the next year and subsequent years.

The Remuneration policy is designed to attract, retain and

motivate Executive Directors and senior management of a

high calibre with a view to encouraging commitment to the

development of the Group and for long term enhancement of

shareholder value. Remuneration packages take into account

individual performance and the remuneration for similar

jobs in other comparable companies where such companies

can be identified. This would also be taken into account on

appointment of any new Directors. The Committee believes

that share ownership by Executive Directors and senior staff

strengthens the link between their personal interests and

those of shareholders.

There are currently no plans to employ additional Directors,

but prior to appointing a new Director, various components

that could be included in the remuneration package and the

maximum level of variable remuneration would be reviewed

and agreed by the Remuneration Committee.

Payments for loss of office would be determined by the

Remuneration Committee considering contractual obligations

as relevant.

Employees were not consulted in determining the

directors’ remuneration policy. Remuneration comparison

measurements are used comparing remuneration to similar

sized listed organisations and published comparison data

available.

The main components of Executive Directors’ remuneration

are:

• basic salary – reviewed annually;

• annual performance bonus - members of staff (excluding

Directors) are eligible to participate in the Company’s

discretionary bonus scheme. J Richard Wollenberg is

eligible to receive a sum equal to 2.5 times the percentage

increase in net asset value per share based upon

current salary up to a maximum of 50% of that salary.

The increase in net assets per share was 8.1% (2021:

4.4%). Karen Chandler is eligible to receive a bonus as

determined by the Remuneration Committee, any such

bonus not to exceed a maximum of 50% of her salary;

• taxable benefits - provision of health care for J Richard

Wollenberg; and

• pension benefits - the Company has a workplace pension

scheme which all employees meeting qualifying conditions

are invited to join. J Richard Wollenberg is entitled to

pension contributions at the rate of 20% (2021: 20%) of

salary and bonuses, which for the year to 30 September

2022 he elected to take as salary.

The Remuneration Committee considers the components

of remuneration supports the short and long-term strategic

objectives, with basic salary being fixed with an annual

review, a performance bonus for the Executive Directors that

are capped at a maximum of 50% of salary and in the case

of the Chairman is linked to the increase in net assets which

aligns his bonus to the strategic objectives of increasing

shareholder value. The Finance Directors bonus is linked to her

performance as assessed by the Remuneration Committee.

Remuneration policy for employees is consistent with the

Directors, with a base salary and an annual bonus determined

for the results for the year end September and paid in

December each year, with pay rise being implemented from

1 January. There are only two employees other than the

Directors.

The Company has an approved and unapproved option

scheme, but no options have been granted in the current or

previous financial year and all previous options have lapsed.

Share options - grants under the Company’s approved share

option scheme (approved by shareholders in general meeting)

are set so that the aggregate option exercise price for each

recipient may not be greater than 4 times annual salary

and such grants are phased. Grants under the unapproved

share option scheme (approved by shareholders in general

meeting) are made by the Remuneration Committee upon the

achievement of specified performance criteria.

26925 22 November 2022 4:38 pm Proof 4

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REMUNERATION REPORT CONTINUED

The criteria applicable to both schemes were chosen as being

those most likely to provide enhanced shareholder value from

the performance of Executives. They are:

• on grant of an option, an increase in the average of the

previous three years’ earnings per share of at least 3%

more than the corresponding increase in the Retail Price

Index over the same period; and

• on exercise of an option, an increase in the average of the

previous three years’ net asset value per share of at least

3% more than the corresponding increase in the FTSE

Real Estate Index over the same period.

It is intended that these policies will be continued for the next

year and subsequent years.

IMPLEMENTATION REPORT (NOT SUBJECT TO AUDIT)

A graph showing the Company’s total shareholder return

relative to the FTSE Real Estate and FTSE Small Cap

Indices is reproduced above. Total shareholder return is

calculated to show the theoretical growth in the value of a

shareholding over a specified period, assuming that dividends

are reinvested to purchase additional shares. Company

performance graphs are contained in the Strategic Report on

page 7.

110

130

150

170

190

CDFF Total Return

Source: Datastream

FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return

10/25/2016

12/09/2016

01/25/2017

03/13/2017

04/27/2017

06/13/2017

07/28/2017

09/13/2017

10/30/2017

12/14/2017

01/30/2018

03/16/2018

05/02/2018

06/18/2018

08/02/2018

09/18/2018

11/02/2018

12/19/2018

02/04/2019

03/21/2019

05/07/2019

06/21/2019

08/07/2019

09/23/2019

11/07/2019

12/24/2019

02/07/2020

03/25/2020

05/11/2020

06/25/2020

08/11/2020

09/25/2020

11/11/2020

12/28/2020

02/11/2021

03/30/2021

05/14/2021

06/30/2021

08/16/2021

09/30/2021

11/16/2021

12/31/2021

02/16/2022

04/04/2022

05/19/2022

07/05/2022

08/19/2022

10/05/2022

Nigel D Jamieson

Karen L Chandler

J Richard Wollenberg

100

£’000

200 300

Maximum remuneration

Expected remuneration

Minimum remuneration

MAXIMUM, MINIMUM AND EXPECTED DIRECTOR REMUNERATION

(£’000)

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

Cardiff Property AR2022.indd 19Cardiff Property AR2022.indd 19 22/11/2022 16:39:2922/11/2022 16:39:29

REMUNERATION REPORT CONTINUED

The remuneration paid to all employees, dividends paid, and purchase of own shares were as follows:

2022

£’000

2021

£’000 % change

Total employee costs 392 390 0.5%

Dividends 210 2 11 –0.5%

Purchase of own shares 791 1,492 –47.0%

Total remuneration 2022 2021 2020 2019 2018 2017

2021

2022

2020

2021

2019

2020

2018

2019

2017

2018

Percentage

change over

5 years

J R Wollenberg 195 184 190 182 177 212 6% –3% 4% 3% –17% –8%

Karen Chandler 69 66 65 62 59 56 5% 2% 5% 5% 5% 23%

Nigel Jamieson 12 12 12 12 12 12 0% 0% 0% 0% 0% 0%

Total employee costs 392 390 382 372 401 378 1% 2% 3% –7% 6% 4%

Number of employees 2 2 2.75 3 3 3

DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)

The total remuneration (including pension contributions) paid to the Chief Executive Officer was £195,000 (2021: £184,000)

representing a 6.0% increase in the year. J Richard Wollenberg’s basic salary has remained the same. The maximum potential

remuneration of J Richard Wollenberg assuming the maximum bonus of 50% was received would be £237,000.

The emoluments of the Directors were as follows:

Salary

£’000

Bonus

£’000

Benefits

£’000

Pension

£’000

Total

2022

£’000

As Executives

J R Wollenberg 141 29 25 – 195

K L Chandler 64 3 – 2 69

205 32 25 2 264

As Non-Executive

N D Jamieson 12 – – – 12

217 32 25 2 276

Salary

£’000

Bonus

£’000

Benefits

£’000

Pension

£’000

Total

2021

£’000

As Executives

J R Wollenberg 141 16 27 – 184

K L Chandler 62 3 – 1 66

203 19 27 1 250

As Non-Executive

N D Jamieson 12 – – – 12

215 19 27 1 262

26925 22 November 2022 4:38 pm Proof 4

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REMUNERATION REPORT CONTINUED

Percentage change 2021 to 2022

Salary

Bonus

Benefits

Pension

Total

As Executives

J R Wollenberg – 81.3 (7.4) –– 6.0

K L Chandler 3.2 – – 100.0 4.5

1.0 68.4 (7.4) 100.0 5.6

As Non-Executive

N D Jamieson – – – – –

0.9 68.4 (7.4) 100.0 5.3

The above table includes bonuses, which are based on the

results for the year to 30 September 2022 and are payable in

December 2022, see page 18 for details of bonus calculation.

Bonuses of £16,000 for J R Wollenberg and £3,000 for K L

Chandler in respect of the year to 30 September 2021 were

paid in December 2021. J R Wollenberg’s salary includes

£24,000 of pension contribution entitlement which was

elected to be taken as salary.

2022

Bonus

awarded

£’000

Maximum

bonus

£’000

Bonus as

percentage

of maximum

Executive Directors

J R Wollenberg 29 71 40.8

K L Chandler 3 32 9.4

32 103 31.1

2021

Bonus

awarded

£’000

Maximum

bonus

£’000

Bonus as

percentage

of maximum

Executive Directors

J R Wollenberg 16 71 22.5

K L Chandler 3 31 9.7

19 102 18.6

The information above is in respect of the Company. In

addition, J Richard Wollenberg is entitled to consultancy

fees of £60,000 in respect of Campmoss Property Company

Limited (2021: £60,000), see note 25. Benefits relates to

the provision of health care and life assurance to J Richard

Wollenberg.

The Directors are considered to be the only key management

personnel of the Group.

Director’s remuneration for the year to 30 September 2023 is

expected to remain at similar levels, with the only significant

variable being J R Wollenberg’s bonus which is calculated with

reference to the change in net assets.

DIRECTORS INTEREST IN SHARES (NOT SUBJECT TO AUDIT)

See page 13 of the Director’s Report for details of Directors’

interest in shares.

SERVICE CONTRACTS (NOT SUBJECT TO AUDIT)

J Richard Wollenberg has a service contract for a three-year

rolling term. In the opinion of the Committee the notice

period is necessary in order to secure J Richard Wollenberg’s

services at the current terms of his employment.

K Chandler has a service contract which can be terminated by

either party upon giving three months’ notice in writing.

The contracts are available for inspection at the Company’s

registered office.

REMUNERATION OF NON-EXECUTIVE DIRECTOR (NOT SUBJECT TO

AUDIT)

The remuneration of the Non-Executive Director is determined

by the Board based upon comparable market levels. The Non-

Executive Director is not eligible for any other benefits. His

services can be terminated by either party upon giving three

months’ notice in writing.

VOTING RESULTS FROM PREVIOUS AGM (NOT SUBJECT TO AUDIT)

At the AGM held on 17 January 2022, 99.8% of votes cast

were for the remuneration report including remuneration

policy with 0.1% votes giving the Chairman discretion and

0.1% withheld. Whilst shareholder views have not specifically

been sought the votes from the AGM are indicative of

shareholder support.

EXTERNAL APPOINTMENTS (NOT SUBJECT TO AUDIT)

Executive Directors are allowed to accept external

appointments with the consent of the Board, as long as

these are not likely to lead to conflicts of interest. Executive

Directors are allowed to retain the fees/remuneration paid.

The remuneration report was approved by the Board on 22

November 2022 and signed on its behalf by:

Nigel D Jamieson BSc, FCSI

Chairman of the Remuneration Committee

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

Cardiff Property AR2022.indd 21Cardiff Property AR2022.indd 21 22/11/2022 16:39:3022/11/2022 16:39:30

STATEMENT OF DIRECTORS’ RESPONSIBILITIES

The Directors are responsible for preparing the Annual Report

and the Group and Parent Company financial statements in

accordance with applicable law and regulations.

Company law requires the Directors to prepare Group and

Parent Company financial statements for each financial

year. Under that law they are required to prepare the

Group financial statements in accordance with UK-adopted

international accounting standards (“UK-adopted IAS”)

and applicable law and have elected to prepare the Parent

Company financial statements in accordance with UK

accounting standards, including FRS 101 Reduced Disclosure

Framework.

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

Parent Company and of their profit or loss for that period. In

preparing each of the Group and Parent Company financial

statements, the Directors are required to:

• select suitable accounting policies and then apply them

consistently;

• make judgements and estimates that are reasonable,

relevant, reliable and prudent;

• for the Group financial statements, state whether they

have been prepared in accordance with UK-adopted

international accounting standards (“UK-adopted IAS”);

• for the Parent Company financial statements, state

whether applicable UK accounting standards have been

followed, subject to any material departures disclosed and

explained in the Parent Company financial statements;

• assess the Group and Parent Company’s ability to continue

as a going concern, disclosing, as applicable, matters

related to going concern; and

• use the going concern basis of accounting unless they

either intend to liquidate the Group or the Parent Company

or to cease operations or have no realistic alternative but

to do so.

The Directors are responsible for keeping adequate

accounting records that are sufficient to show and explain

the Parent Company’s transactions and disclose with

reasonable accuracy at any time the financial position of the

Parent Company and enable them to ensure that its financial

statements comply with the Companies Act 2006. They are

responsible for such internal control as they determine is

necessary to enable the preparation of financial statements

that are free from material misstatement, whether due to

fraud or error, and have general responsibility for taking

such steps as are reasonably open to them to safeguard the

assets of the Group and to prevent and detect fraud and

other irregularities.

Under applicable law and regulations, the Directors are also

responsible for preparing a Strategic Report, Directors’ Report,

Directors’ Remuneration Report and Corporate Governance

Statement that complies with that law and those regulations.

The Directors are responsible for the maintenance and

integrity of the corporate and financial information included on

the Company’s website. Legislation in the UK governing the

preparation and dissemination of financial statements may

differ from legislation in other jurisdictions.

RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF

THE ANNUAL FINANCIAL REPORT

We confirm that to the best of our knowledge:

• the financial statements, prepared in accordance with the

applicable set of accounting standards, give a true and fair

view of the assets, liabilities, financial position and profit or

loss of the Company and the undertakings included in the

consolidation taken as a whole; and

• the strategic report includes a fair review of the

development and performance of the business and the

position of the issuer and the undertakings included in the

consolidation taken as a whole, together with a description

of the principal risks and uncertainties that they face.

We consider the annual report and accounts, taken as a

whole, is fair, balanced and understandable and provides the

information necessary for shareholders to assess the Group’s

position and performance, business model and strategy.

J Richard Wollenberg

22 November 2022

26925 22 November 2022 4:38 pm Proof 4

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INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF THE CARDIFF PROPERTY PLC

OPINION

We have audited the financial statements of The Cardiff

Property Plc (the ‘parent company’) and its subsidiaries

(the ‘group’) for the year ended 30 September 2022 which

comprise the Consolidated Income Statement, Consolidated

Statement of Comprehensive Income, Consolidated Balance

Sheet, Consolidated Cash Flow Statement, Consolidated

Statement of Changes in Equity, notes to the consolidated

financial statements, including significant accounting policies,

Company Balance Sheet, Company Statement of Changes

in Equity and notes to the 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 UK-adopted

international accounting standards. The financial reporting

framework that has been applied in the preparation of the

Parent Company financial statements is applicable law and

United Kingdom Accounting Standards, including FRS 101

Reduced Disclosure Framework (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 30 September 2022 and of the group’s profit for the

year then ended;

• the group financial statements have been properly

prepared in accordance with UK-adopted international

accounting standards;

• 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’s responsibilities for the audit of the financial

statements section of our report. We are independent of the

group and parent company 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 public interest 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.

CONCLUSIONS RELATING TO GOING CONCERN

In auditing the financial statements, we have concluded that

the director’s use of the going concern basis of accounting

in the preparation of the financial statements is appropriate.

Our evaluation of the directors’ assessment of the group’s

and parent company’s ability to continue to adopt the going

concern basis of accounting included:

a) Determining if all relevant information has been included in

the assessment of going concern including completeness

of forecast expenditure.

b) Analysing cash flow forecasts and budgets, reviewing

the underlying assumptions in relation to expenditure,

challenging management’s assumptions and inputs for

reasonableness, and checking mathematical accuracy.

c) Considering the cash position at and after the year end.

d) Reviewing the reasonable worst-case forecast scenario

prepared by management and the financial resources

available to deal with this outcome.

Based on the work we have performed, we have not identified

any material uncertainties relating to events or conditions

that, individually or collectively, may cast significant doubt on

the group’s or parent company’s ability to continue as a going

concern for a period of at least twelve months from when the

financial statements are authorised for issue.

In relation to the entity’s reporting on how it has applied the

UK Corporate Governance Code, we have nothing material to

add or draw attention to in relation to the directors’ statement

in the financial statements about whether the directors

considered it appropriate to adopt the going concern basis of

accounting.

Our responsibilities and the responsibilities of the directors

with respect to going concern are described in the relevant

sections of this report.

OUR APPLICATION OF MATERIALITY

The quantitative and qualitative thresholds for materiality

determine the scope of our audit and the nature, timing

and extent of our audit procedures. The materiality for

the financial statements as a whole applied to the group

financial statements was £309,000 (2021: £294,000) based

on 1% of gross assets. We based the materiality on gross

assets because we consider this to be the most relevant

performance indicator as the group specialises in property

investment and development. The performance materiality

for the group was £216,300 (2021: £205,800) or 70% which

was determined based on the assessed risk of the group. The

Group is considered lower on the risk spectrum as historically

the records have been accurately maintained with a small

number of errors identified from audit and there are few

significant judgements or estimations outside of the property

valuations, which are determined based on an independent

management appointed expert’s report.

The materiality for the financial statements as a whole applied

to the parent company financial statements was £165,000

(2021: £137,000) based on 1% of gross assets. We based

the materiality on gross assets because we consider this to

be the most relevant performance indicator as the parent

company specialises in property investment and development.

The performance materiality for the parent company was

£115,500 (2021: £95,900) being 70% of materiality. The

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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INDEPENDENT AUDITOR’S REPORT CONTINUED

parent company is considered lower on the risk spectrum

as historically the records have been accurately maintained

with a small number of errors identified from audit and there

are few significant judgements or estimations outside of

the property valuations which are determined based on an

independent management appointed expert’s report. For each

component in the scope of our group audit, we allocated a

materiality that was less than our overall group materiality.

We agreed with those charged with governance that we

would report all differences identified during the course of our

group audit in excess of £15,450 (2021: £14,700) and parent

company audit in excess of £8,250 (2021: £6,850).

OUR APPROACH TO THE AUDIT

As part of our planning, we assessed all components of

the group for significance under ISA (UK) 600 in order to

determine the scope of the work to be performed. Those

entities of the group which were considered to be significant

components, being The Cardiff Property Plc, First Choice

Estates Plc and Thames Valley Retirement Homes Limited,

were subject to full scope audit procedures in accordance

with ISA (UK) 600 for group and statutory reporting purposes.

Those entities in the group which were considered to be

non-significant components, being Village Residential Plc

and The Land Bureau Limited, are dormant members of the

group headed by The Cardiff Property Plc and therefore no

audit work has been performed on these entities. In addition,

we carried out full scope audits of the group’s joint venture in

order to ensure the correct inclusion of the group’s share of

results. Procedures were then performed to address the risks

identified and for any significant assessed risks of material

misstatement. We looked at key areas involving significant

accounting estimates and judgements by the directors such

as the valuation of investment properties. The procedures

performed are outlined below in the Key audit matters

sections of this report.

We also addressed the risk of management override of

internal controls, including among other matters consideration

of whether there was evidence of bias that represented a risk

of material statement due to fraud.

All audit work was carried out by PKF Littlejohn LLP and no

reliance was placed on the work of any component auditors.

KEY AUDIT MATTERS

Key audit matters are those matters that, in our professional

judgment, 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) we identified, including those

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.

Key Audit Matter How our scope addressed this matter

Carrying Value of Investment Properties (note 13)

The valuation of investment

property requires significant

judgement and estimates by

management and the external

valuer.

The valuation of the group’s

property portfolio is inherently

subject to, among other factors,

the individual nature of each

property, its location and the

expected future rentals, yield

data and comparable market

transactions.

Consequently, there is an

inherent risk that the carrying

value could be subject to

material estimation bias.

Our work in this area included:

• Verifying ownership of investment property (e.g. to title deeds ensuring title is in the

name of the entity).

• Testing disposals in the period to supporting documentation ensuring treatment was in

accordance with the applicable financial reporting framework.

• Ensuring appropriate classification as investment property by reference to nature and

underlying agreements.

• Where investment properties are held at fair value, we considered whether the

frequency of valuations appears appropriate in accordance with the applicable financial

reporting framework.

• Using an auditor’s expert to assist in the review and challenge of the valuation prepared

by management’s independent expert.

Based on the procedures performed, we consider that management’s judgements and the

resultant investment property valuations are not materially misstated.

We do however draw your attention to note 13, which describes the directors’ assessment

of the impact of a significant repricing of assets in the financial markets, resulting in risk

of UK financial instability, on the valuation of the investment properties in these financial

statements. The directors have explained that the events arising from the above do not

mean that the valuation of investment properties cannot be relied upon, only that a higher

degree of caution should be taken when relying upon the valuation than would normally be

the case. Our opinion is not modified in this respect.

26925 22 November 2022 4:38 pm Proof 4

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INDEPENDENT AUDITOR’S REPORT CONTINUED

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 group and parent company 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.

OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES

ACT 2006

In our opinion the part of the directors’ remuneration report to

be audited has been properly prepared in accordance with the

Companies Act 2006.

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.

MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY

EXCEPTION

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.

We have nothing to report in respect of the following matters

in relation to which the Companies Act 2006 requires us to

report to you if, in our opinion:

• adequate accounting records have not been kept by the

parent company, or returns adequate for our audit have not

been received from branches not visited by us; or

• the parent company financial statements and the part of

the directors’ remuneration report to be audited 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.

CORPORATE GOVERNANCE STATEMENT

We have reviewed the directors’ statement in relation to

going concern, longer-term viability and that part of the

Corporate Governance Statement relating to the group’s and

parent company’s compliance with the provisions of the UK

Corporate Governance Code specified for our review by the

Listing Rules.

Based on the work undertaken as part of our audit, we

have concluded that each of the following elements of the

Corporate Governance Statement is materially consistent with

the financial statements or our knowledge obtained during

the audit:

• Directors’ statement with regards the appropriateness of

adopting the going concern basis of accounting and any

material uncertainties identified set out on page 17;

• Directors’ explanation as to their assessment of the

group’s prospects, the period this assessment covers and

why the period is appropriate set out on page 17;

• Directors’ statement on whether they have a reasonable

expectation that the group will be able to continue in

operation and meet its liabilities set out on page 17;

• Directors’ statement that they consider the annual report

and the financial statements, taken as a whole, to be fair,

balanced and understandable set out on page 22;

• Board’s confirmation that it has carried out a robust

assessment of the emerging and principal risks set out on

page 6;

• The section of the annual report that describes the review

of effectiveness of risk management and internal control

systems set out on page 16; and

• The section describing the work of the audit committee

set out on page 15.

RESPONSIBILITIES OF DIRECTORS

As explained more fully in the statement of directors’

responsibilities, the directors are responsible for the

preparation of the group and parent company 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 group and parent company 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.

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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INDEPENDENT AUDITOR’S REPORT CONTINUED

AUDITOR’S 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 the aggregate, they

could reasonably be expected to influence the economic

decisions of users taken on the basis of these financial

statements.

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.

The extent to which our procedures are capable of detecting

irregularities, including fraud is detailed below:

• We obtained an understanding of the group and parent

company, and the sector in which it operates to identify

laws and regulations that could reasonably be expected

to have a direct effect on the financial statements.

We obtained our understanding in this regard through

discussions with management and the application of

cumulative audit knowledge and experience of the sector.

• We determined the principal laws and regulations relevant

to the group and parent company in this regard to be

those arising from London Stock Exchange Listing rules,

Companies Act 2006 and the Disclosure and Transparency

regulations applicable to the group.

• We designed our audit procedures to ensure the audit

team considered whether there were any indications of

non-compliance by the group and parent company with

those laws and regulations. These procedures included,

but were not limited to enquiries of management,

review of minutes and RNS announcements, review

of legal expenses and review of legal and regulatory

correspondence.

• We also identified the risks of material misstatement of

the financial statements due to fraud. We considered,

in addition to the non-rebuttable presumption of a risk

of fraud arising from management override of controls,

that the potential for management bias was identified

in relation to the valuation of investment properties and

the provision for deferred tax. We addressed this by

challenging the assumptions and judgements made by

management. In addition, we engaged an auditor’s expert

in order to assist with our challenge of management’s

investment property valuations.

• As in all of our audits, we addressed the risk of fraud

arising from management override of controls by

performing audit procedures which included, but were not

limited to: the testing of journals; reviewing accounting

estimates for evidence of bias; and evaluating the

business rationale of any significant transactions that are

unusual or outside the normal course of business.

Because of the inherent limitations of an audit, there is a

risk that we will not detect all irregularities, including those

leading to a material misstatement in the financial statements

or non-compliance with regulation. This risk increases the

more that compliance with a law or regulation is removed

from the events and transactions reflected in the financial

statements, as we will be less likely to become aware of

instances of non-compliance. The risk is also greater regarding

irregularities occurring due to fraud rather than error, as fraud

involves intentional concealment, forgery, collusion, omission

or misrepresentation.

A further description of our responsibilities for the audit of

the financial statements is located on the Financial Reporting

Council’s website at: www.frc.org.uk/auditorsresponsibilities.

This description forms part of our auditor’s report.

OTHER MATTERS WHICH WE ARE REQUIRED TO ADDRESS

We were appointed by the Audit Committee on 12 April 2021

to audit the financial statements for the period ending 30

September 2021 and subsequent financial periods. Our total

uninterrupted period of engagement is 2 years, covering the

periods ending 30 September 2021 to 30 September 2022.

The non-audit services prohibited by the FRC’s Ethical

Standard were not provided to the group or the parent

company and we remain independent of the group and the

parent company in conducting our audit.

Our audit opinion is consistent with the additional report to

the audit committee.

USE OF OUR REPORT

This report is made solely to the 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 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 company and the company’s members as a body, for our

audit work, for this report, or for the opinions we have formed.

Timothy Herbert

(Senior Statutory Auditor)

For and on behalf of

PKF Littlejohn LLP

Statutory Auditor

15 Westferry Circus

Canary Wharf

London E14 4HD

Date: 22 November 2022

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Notes

2022

£’000

2021

£’000

Revenue 4 703 596

Cost of sales (64) (33)

Gross profit 639 563

Administrative expenses (461) (502)

Other operating income 5 5 74 553

Operating profit before fair value movement on investment properties 6 752 6 14

Fair value movement on investment properties 13 299 533

Operating profit 1,051 1,1 47

Financial income 7 80 54

Financial expense 7 (8) (9)

Profit on sale of investment properties 706 –

Share of profit of Joint Venture 15 868 67

Profit before taxation 4–9 2,697 1,259

Taxation 10 (291) (1 81)

Profit for the financial year attributable to equity Holders 2,406 1,078

Earnings per share on profit for the financial year – pence

Basic and diluted 11 218.23 91 .91

Dividends

Final 2021 paid 1 3.5p (2020: 1 2.8p) 150 15 2

Interim 2022 paid 5.5p (2021 5.0p) 60 59

2 10 2 11

Final 2022 proposed 1 5.0p (2021: 1 3.5p) 162 15 1

These results relate entirely to continuing operations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2022

Notes

2022

£’000

2021

£’000

Profit for the financial year 2,406 1,078

Items that cannot be reclassified subsequently to profit or loss

Net change in fair value of other properties 14 59 8

Net change in fair value of investments at fair value through comprehensive income 15 (94) (21)

Total comprehensive income and expense for the year attributable to the equity

holders of the Parent Company 2,371 1,065

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2022

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CONSOLIDATED BALANCE SHEET

AT 30 SEPTEMBER 2022

Notes

2022

£’000

2022

£’000

2021

£’000

2021

£’000

Non-current assets

Freehold investment properties 13 5,985 5,968

Property, plant, and equipment 14 300 240

Right of use asset 14 145 15 5

Investment in Joint Venture 15 13,758 1 5,890

Other financial assets 15 898 1,073

21,086 23,326

Current assets

Inventory and work in progress 16 694 689

Trade and other receivables 17 223 14 0

Term deposits 4,041 1,907

Cash and cash equivalents 4,912 3,594

9,870 6,330

Total assets 30,956 29,656

Current liabilities

Trade and other payables 18 (599) (752)

Corporation tax (198) (158)

(797) (91 0)

Non-current liabilities

Lease liability 14 (1 72) (1 78)

Deferred tax liability 19 (1 75) (1 26)

Total liabilities (1,144) (1,21 4)

Net assets 29,812 28,442

Equity

Called up share capital 20 216 223

Share premium account 5,076 5,07 6

Other reserves 21 2,450 2,478

Investment property fair value reserve 22 2,095 1,81 4

Retained earnings 19,975 18,851

Total equity 29,812 28,442

Net assets per share 12 £27 .56 £25.49

These financial statements were approved by the Board of Directors on 22 November 2022 and authorised for issue on its

behalf by:

J Richard Wollenberg

Director

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CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2022

2022

£’000

2021

£’000

Cash flows from operating activities

Profit for the year 2,406 1,078

Adjustments for:

Depreciation right of use assets 10 10

Financial income (80) (54)

Financial expense 8 9

Profit on sale of investment property (706) –

Share of profit of Joint Venture (868) (67)

Fair value movement on investment properties (299) (533)

Taxation 291 18 1

Cash flows from operations before changes in working capital 762 624

Acquisition of inventory and work in progress (5) (1)

(Increase)/decrease in trade and other receivables (67) 97

(Decrease)/increase in trade and other payables (128) 223

Cash generated from operations 562 943

Tax paid (218) (43)

Net cash flows from operating activities 344 900

Cash flows from investing activities

Interest received 81 49

Dividend from Joint Venture 3,00 0 500

Proceeds from sale of investment property 1,00 0 462

Acquisition of investment property, and plant and equipment (39) (45)

Acquisition of investments – (1 69)

Proceeds from sale of investments 81 –

Increase in held term deposits (2,134) (1 59)

Net cash flows from investing activities 1,989 638

Cash flows from financing activities

Purchase of own shares (791) (1,492)

Lease payments (14) (1 4)

Dividends paid (21 0) (21 1)

Net cash flows (used in)/from financing activities (1,0 15) (1,71 7)

Net increase/(decrease) in cash and cash equivalents 1,318 (1 79)

Cash and cash equivalents at beginning of year 3,594 3,773

Cash and cash equivalents at end of year 4,912 3,594

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2022

Called up

share capital

£’000

premium

account

£’000

Other

reserves

(note 21)

£’000

Investment

property

fair value

reserve*

£’000

Retained

earnings

£’000

Total equity

£’000

At 1 October 2020 239 5,07 6 2,475 3,1 39 18,1 51 29,080

Profit for the year – – – – 1,078 1,078

Other comprehensive income –

revaluation of investments – – (21) – – (21)

Net change in fair value of own use

freehold property – – 8 – – 8

Transactions with equity holders

Dividends – – – – (21 1) (21 1)

Purchase of own shares (1 6) – 16 – (1,492) (1,492)

Total transactions with equity holders (1 6) – 16 – (1,703) (1,703)

Fair value movements on investment

properties - Cardiff – – – 526 (526) –

Disposal of property - Cardiff – – – (259) 259 –

Fair value movements on investment

properties – Campmoss Group – – – (1,592) 1,592 –

At 30 September 2021 223 5,07 6 2,478 1,814 18,851 28,442

Profit for the year – – – – 2,406 2,406

Other comprehensive income –

revaluation of investments – – (94) – – (94)

Net change in fair value of own use

freehold property –– –– 59 –– –– 59

Transactions with equity holders

Dividends – – – – (21 0) (21 0)

Purchase of own shares (7) – 7 – (791) (791)

Total transactions with equity holders (7) – 7 – (1,00 1) (1,00 1)

Fair value movements on investment

properties - Cardiff – – – 299 (299) –

Disposal of property - Cardiff – – – (171) 17 1 –

Fair value movements on investment

properties – Campmoss Group – – – 153 (153) –

At 30 September 2022 216 5,07 6 2,450 2,095 19,975 29,812

* Includes fair value movements on investment properties held by Campmoss Group, our Joint Venture, which are presented in investment property fair value reserve to demonstrate these are

unrealised.

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NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING STANDARDS

The consolidated results for the year ended 30 September 2022 and 2021 are prepared in accordance with UK-adopted

international accounting standards (“UK-adopted IAS”) and those parts of the Companies Act 2006 applicable to companies

reporting under IFRS and have been incorporated into the principal accounting policies as set out in note 2.

The Company has elected to prepare its Parent Company financial statements in accordance with FRS 101 (Reduced Disclosure

Framework) and these are presented on pages 51 to 55.

2 ACCOUNTING POLICIES

Basis of preparation

The following principal accounting policies have been applied in dealing with items which are considered material in relation

to the Group’s financial statements. The financial statements have been prepared on the historical cost basis except that

the following assets and liabilities are stated at their fair value: financial instruments classified as fair value through other

comprehensive income; investment properties; and own use freehold property. These accounting policies have been applied

consistently across the Group for the purposes of these consolidated financial statements. The financial statements are

prepared in pounds sterling and presented to the nearest thousand.

Going concern

The financial statements have been prepared on a going concern basis, which assumes that the Group will continue to meet its

liabilities as they fall due. The Group’s activities, together with the factors likely to affect its future development, performance

and position are set out in the Chairman’s Statement and Strategic Report on pages 4 to 11. The financial position of the Group,

its property portfolio under management, asset base, liquidity and key performance indicators are described on pages 5 to 7.

In addition, note 20 includes the Group’s objectives, policies and processes for managing its capital and note 26, its financial

risk management objectives and details of its exposures to credit risk, liquidity risk, market risk, currency risk and interest

rate risk.

The Group has sufficient financial resources to enable it to continue to trade and to complete the current maintenance and

development programme. The Group is ungeared, and the cash flow forecasts do not assume any debt being required.

Therefore, the Directors believe that the Group is well placed to manage its business risks successfully despite the current

economic uncertainty.

The Group is in the enviable position of having significant cash balances at 30 September 2022, the Cardiff Group had

cash balances of £4.9m and a further £4.0m term deposits (with maturity dates of 95 days), in addition the Company has

investments of £0.9m of which £0.8m are readily marketable. The Group has an operating cost base including tax and dividends

of under £1m per annum so even with no income for several years the Group would remain solvent.

The Cardiff Group receives a management fee from Campmoss of around £0.5m per annum, there is no reason to assume

this income would not be received as the Campmoss Group had cash balances at 30 September 2022, of £6.6m and a further

£9.6m term deposits (with maturity dates of 95 days). Campmoss have an annual operating cost base excluding development

but including Cardiff management fee of under £1.5m, so Campmoss Group similarly has a strong balance sheet.

After making enquiries, the Directors have a reasonable expectation that the Company and the Group have adequate resources

to continue in operational existence for the foreseeable future. Accordingly, they continue to adopt the going concern basis in

preparing the annual report and financial statements.

Basis of consolidation

The Group’s financial statements consolidate those of the Company and its subsidiaries and equity account for the interest in

the Joint Venture. Subsidiary companies are those entities under the control of the Company, where control means the power

to direct relevant activities of the entity so as to obtain benefit from these activities. The results of subsidiary undertakings

acquired or disposed of in the year are included in the consolidated income statement from the date control is obtained or up to

the date when control is lost. Intra-Group transactions are eliminated on consolidation.

Joint Ventures are those in whose activities the Group has joint control, established by contractual agreement and requiring

unanimous consent for strategic financial and operating decisions. The Group’s investment in the Joint Venture is accounted for

using the equity method, hence the Group’s share of the gains and losses of the Joint Venture is included in the consolidated

income statement and its interest in the net assets is included in investments in the consolidated balance sheet.

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

2 ACCOUNTING POLICIES (CONTINUED)

Use of estimates and judgements

The preparation of financial statements in conformity with IFRSs requires management to make judgements, estimates and

assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and

expense. Actual results may differ from these estimates. These estimates are discussed in further detail in note 3.

Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or both. Investment

properties are initially recognised at cost, including related transaction costs and annually revalued at fair value, with any change

therein recognised in the income statement, and transferred to the investment property fair value reserve in the balance sheet.

An external, independent valuer, having an appropriate recognised professional qualification and recent experience in the

location and category of property being valued, values the Company portfolio each year. The Directors of the Joint Venture value

its portfolio each year using their own experience and knowledge of the local property market with valuations considering yields

on similar properties in the area, vacant space and covenant strength.

Design, construction and management expenses together with interest incurred in respect of investment properties in the

course of initial development are capitalised until the building is effectively completed and available for letting. Thereafter

they are charged to the income statement. Whilst under development such properties are classified either as inventory if

development has commenced with a view to sale and are recorded at cost or retained within investment properties and

revalued at the year end and surpluses or deficits are recognised in the income statement.

Proceeds from the sale of investment properties are not included in revenue, but in profit or loss on sale of investment

property. The profit or loss on disposal is calculated with reference to the carrying amount in the balance sheet. Purchases and

sales of investment properties are accounted for on completion.

Property, plant and equipment and depreciation

Property is stated at fair value using valuations prepared on the same basis as investment properties described above. Any

surplus arising on the fair value is recognised in other comprehensive income except to the extent that it reverses a previous

fair value deficit on the same asset recognised in profit and loss. Any deficit on fair value is recognised in profit and loss except

to the extent that it reverses a previous fair value surplus on the same asset. Plant and equipment are stated at cost less

accumulated depreciation and impairment losses.

Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful lives as follows:

• Land Not depreciated

• Freehold property 50 years

• Motor vehicles 4 years

• Fixtures, fittings and equipment 4 years

In accordance with IAS 16.35 the fair value of the freehold property is presented by eliminating accumulated depreciation and

adjusting the gross book value of the asset to equal revalued amount.

Impairment

The carrying amounts of the Group’s assets, are reviewed at each balance sheet date to determine whether there is any

indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated, and an impairment loss

recognised where the recoverable amount is less than the carrying value of the asset. Any impairment losses are recognised in

the income statement.

Inventory and work in progress

Inventory, being properties under development intended for ultimate resale and properties held for sale, are stated at the lower

of cost, including attributable overheads, and net realisable value.

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2 ACCOUNTING POLICIES (CONTINUED)

Revenue

Revenue consists of rental income, earned under operating leases granted, from properties held for investment purposes and

from properties held in inventory which are currently occupied, together with the proceeds from the sale of properties held

in inventory. Sales of such property are recognised on the date of completion. Rental income is recognised in the Income

Statement on a straight-line basis over the total lease period. Payments due on early terminations of lease agreements

are recognised in the Income Statement within revenue. Lease incentives are recognised as an integral part of the net

consideration for the use of the property and amortised on a straight-line basis over the term of the lease.

Other income

Oher income consists of management fees charged to Campmoss Group for services provided during the year and other items

which are not revenue and are recognised in the period in which the income relates.

Financial assets

Investments in equity securities are classified as assets recognised at fair value through comprehensive income (FVOCI)

and are stated at fair value with any resultant gain or loss being recognised in other comprehensive income. When these

investments are derecognised the cumulative gain or loss previously recognised in other comprehensive income is transferred

from other reserves to retained earnings.

Term deposits where the call date is greater than 90 days from the date of deposit are shown separately on the balance sheet

and are included in investing activities in the cash flow.

Trade and other receivables

Trade and other receivables are valued using the expected credit loss model using the simplified approach.

Cash and cash equivalents

Cash and cash equivalents comprise cash balances and call deposits, that are repayable on demand and form an integral part

of the Group’s cash management and are included as a component of cash and cash equivalents for the purpose only of the

statement of cash flows.

Reserves

Reserves comprises issued share capital, share premium, other reserves, investment property fair value reserve and

retained earnings.

Dividends

Interim dividends are recorded in the financial statements when they are paid. Final dividends are recognised as a liability in the

period in which they are approved by the Company’s shareholders.

Taxation

Tax on the profit or loss for the year comprises current and deferred tax. Tax is recognised in the Income Statement except to

the extent that it relates to items recognised directly in equity, in which case it is recognised in equity.

Current tax is expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the

balance sheet date and any adjustment to tax payable in respect of previous years.

Deferred tax is provided on temporary differences between the carrying amounts of assets and liabilities for financial reporting

purposes and the amounts used for taxation purposes. The following temporary differences are not provided for: the initial

recognition of assets or liabilities that affect neither accounting nor taxable profit other than in a business combination; and

differences relating to investments in subsidiaries to the extent that they will probably not reverse in the foreseeable future. The

amount of deferred tax provided is based on the expected manner of realisation or settlement of the carrying amount of assets

and liabilities, using tax rates enacted or substantively enacted at the balance sheet date.

A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be available against which

the asset can be utilised.

Leases

IFRS 16 – Leases was effective for the year ended 30 September 2020. IFRS 16 removes the distinction between operating and

financial leases, which for lessees resulted in almost all operating leases being brought on balance sheet.

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

2 ACCOUNTING POLICIES (CONTINUED)

IFRS

The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they

become effective. It is not expected that these standards will have a material impact on the Group.

Standard Effective date

Onerous Contracts – Cost of Fulfilling a Contract (Amendments to IAS 37) 1 January 2022

Property, Plant and Equipment: Proceeds before Intended Use (Amendments to IAS 16) 1 January 2022

Annual Improvements to IFRS Standards 2018-2020 (Amendments to IFRS 1, IFRS 9, IFRS 16 and IAS 41) 1 January 2022

Amendments to IFRS 3: References to Conceptual Framework 1 January 2022

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current

or Non-current* 1 January 2023

Disclosure of accounting policies (Amendments to IAS 1 1 January 2023

Extension of temporary exemption of applying IFRS 9 (Amendments to IFRS 4) 1 January 2022

Deferred Tax relating to Assets and Liabilities arising from a Single Transaction (Amendments to IAS 12) 1 January 2023

Initial Application of IFRS 17 and IFRS 9 – Comparative Information Amendment to IFRS 17)* 1 January 2023

Definition of accounting estimates (Amendments to IAS 8) 1 January 2023

Amendments to IFRS 17 Insurance contracts 1 January 2023

* Subject to endorsement

3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS

The key accounting judgements are:

1. Fair value of the investment properties

An external valuer is used to value the investment properties held by Cardiff see note 13 for further details.

2. Classifying properties as investment properties or inventory

Properties are held as investment properties if they are held for capital appreciation and rental income and properties are held

as inventory where they are being actively marketed for sale and the Group no longer intend to hold once a suitable sale can

be negotiated. However there have been experiences in the past where an offer received for an investment property has been

accepted and the property sold and similarly properties have been moved to inventory but a suitable offer has not been received

so the property has continued to be held.

3. Management’s assessment that inventories have not been impaired

Management asses the carrying value of inventories with reference to similar property valuations based on location, size and

usage and their experience and also seek views from local estate agents.

4. Classification of Campmoss Group as a Joint Venture

Campmoss is jointly controlled by the Campmoss Board comprising of J R Wollenberg and E R Goodwin each of whom

represents the interests of 50% of the shareholders. Decisions are made jointly, and Board approval is needed for all

key decisions.

5. Carrying value of the Joint Venture

The investment properties in Campmoss Group form a substantial part of Campmoss Group’s net assets and hence the

carrying value of the Group’s share of the Joint Venture. The properties are not independently valued but are valued by the

Directors and by their nature valuations are subjective.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS (CONTINUED)

6. Recoverability of debtors

Judgement is required in assessing the recoverability of debtors, although the collection of the majority of rents for rent

quarters to June and September gives significant comfort.

7. Discount in respect of Aquila Services Group Plc investment

A 40% discount has been applied to the Level 2 quoted share price of Aquila Services Group Plc when valuing the investment, due

to shares having minimal trades relative to the percentage shareholding meaning any disposal would likely devalue the investment.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in

the period in which the estimates are revised and in any future periods affected.

The key areas of judgement in which estimates have been used and the assumptions applied are:

8. valuation of investment properties while supported by third party valuations include estimates. All investment property

owned by Cardiff has an independent third-party valuation performed annually. The properties owned by the Campmoss

Group, are valued by the Campmoss Directors having due regard to independent third-party information and valuations as

available; and

9. the deferred taxation provision uses these investment property valuations to calculate the gain or loss and hence deferred

taxation liability. This liability is estimated based on the taxation rates expected to be in place in the future which may differ

from the actual taxation rates at the time of sale.

4 SEGMENTAL ANALYSIS

The Group manages its operations in two segments, being property and other investment and property development. Property

and other investment relate to the results for The Cardiff Property Company Limited where properties are held as investment

property with Property Development relating to the results of First Choice Estates Plc and Thames Valley Retirement Homes

Limited. The results of these segments are regularly reviewed by the Board as a basis for the allocation of resources, in

conjunction with individual site investment appraisals, and to assess their performance. Information regarding the results and

net operating assets for each reportable segment are set out below:

Property

and other

investment

£’000

Property

Development

£’000

Eliminations

£’000

2022

Total

£’000

Rental income (wholly in the UK) 494 209 – 703

Property sales 706 – – 706

Profit before taxation 2,433 264 – 2,697

Net operating assets

Assets 27,006 5,038 (1,088) 30,956

Liabilities (1,936) (296) 1,088 (1,144)

Net assets 25,070 4,742 – 29,812

Property

and other

investment

£’000

Property

Development

£’000

Eliminations

£’000

2021

Total

£’000

Rental income (wholly in the UK) 434 162 – 596

Property sales 462 – – 462

Profit before taxation 1,096 163 – 1,259

Net operating assets

Assets 26,607 4,851 (1,802) 29,656

Liabilities (2,765) (251) 1,802 (1,214)

Net assets 23,842 4,600 – 28,442

“Eliminations” relate to inter segment transactions and balances which cannot be specifically allocated but are eliminated on

consolidation.

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

5 OTHER OPERATING INCOME

2022

£’000

2021

£’000

Management fees receivable 535 532

Other income 15 14

Dividends received 24 7

Other operating income 574 553

6 OPERATING PROFIT BEFORE FAIR VALUE MOVEMENTS ON INVESTMENT PROPERTIES

2022

£’000

2021

£’000

Included are the following expenses:

Auditor’s remuneration:

Fees payable to the Company’s auditor for the audit of the annual accounts 37 35

Audit of subsidiary undertakings pursuant to legislation 4 3

Depreciation of plant and equipment – –

Depreciation right of use assets 10 10

7 FINANCIAL INCOME AND EXPENSE

2022

£’000

2021

£’000

Bank and other interest receivable 80 54

Interest payments on right to use assets (8) (9)

8 EMPLOYEES

The average number of persons employed by the Group and the Company (including Executive Directors) during the year was:

Number of employees

2022 2021

Management 3 3

Administration 2 2

5 5

The aggregate payroll costs of these persons were as follows:

2022

£’000

2021

£’000

Wages and salaries 344 344

Social security costs 43 41

Pension costs 5 5

392 390

Pension costs represent amounts paid by the Group to the workplace pension.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

9 DIRECTORS EMOLUMENTS

The emoluments of the Directors were as follows:

Salary

£’000

Bonus

£’000

Benefits

£’000

Pension

£’000

Total

2022

£’000

As Executives

J R Wollenberg 141 29 25 – 195

K L Chandler 64 3 – 2 69

205 32 25 2 264

As Non-Executive

N D Jamieson 12 – – – 12

217 32 25 2 276

Salary

£’000

Bonus

£’000

Benefits

£’000

Pension

£’000

Total

2021

£’000

As Executives

J R Wollenberg 141 16 27 – 184

K L Chandler 62 3 – 1 66

203 19 27 1 250

As Non-Executive

N D Jamieson 12 – – – 12

215 19 27 1 262

The above table includes bonuses, which are based on the results for the year to 30 September 2022 and are payable

in December 2022, see page 18 for details of bonus calculation. Bonuses of £16,578 for J R Wollenberg and £3,000 for

K L Chandler in respect of the year to 30 September 2021 were paid in December 2021. J R Wollenberg’s salary includes

£24,000 of pension contribution entitlement which was elected to be taken as salary.

The information above is in respect of the Company. In addition, J Richard Wollenberg is entitled to consultancy fees of £60,000

from Campmoss Property Company Limited (2021: £60,000), see note 25.

Details of the Company’s policy on Directors’ remuneration are contained within the remuneration report on pages 18 to 21.

Benefits relates to the provision of health care and life assurance for J Richard Wollenberg.

The Directors are considered to be the only key management personnel of the Group.

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

10 TAXATION

2022

£’000

2021

£’000

Current tax

UK corporation tax on the result for the year 258 158

Adjustment relating to prior year – (1)

Deferred tax

Origination and reversal of timing differences – –

Adjustment relating to prior year – 30

Revaluation of investment properties 56 (2)

Revaluation of investments (23) (4)

Taxation (all recognised in the profit and loss account) 291 181

Reconciliation of effective tax rate:

2022

£’000

2021

£’000

Tax reconciliation

Profit before taxation 2,697 1,259

Profit before taxation multiplied by standard rate of corporation tax in the UK of 19% (2021: 19%) 512 239

Effects of:

Joint Venture (165) (13)

Non-taxable income (5) (113)

Non-deductible expenditure 6 10

Adjustments relating to prior year – (1)

Other timing differences 33 19

Disposal of investment property (27) –

Non-taxable (surplus)/deficit on fair value (63) 40

Total tax expense 291 181

The current corporation tax rate is 19%. Deferred tax is based on expected tax rate of 25%.

11 EARNINGS PER SHARE

Earnings per share has been calculated in accordance with IAS 33 - Earnings Per Share using the profit after tax for the financial

year of £2,406,000 (2021: £1,078,000) and the weighted average number of shares as follows:

Weighted average

number of shares

2022 2021

Basic and diluted shares 1,102,357 1,172,532

Earnings per share (p) 218.23 91.91

There is no difference between basic and diluted shares as the Company has no potentially dilutive instruments in issue.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

12 NET ASSETS PER SHARE

2022 2021

Share in issue 1,081,787 1,115,986

Net assets per share (£) 27.56 25.49

13 FREEHOLD INVESTMENT PROPERTIES

2022

£’000

2021

£’000

Group

At beginning of year 5,968 5,857

Additions 38 40

Fair value movement in the year 299 533

Disposal of investment property (320) (462)

At end of year 5,985 5,968

2022

£’000

2021

£’000

Company

At beginning of year 5,920 5,813

Additions 38 36

Fair value movement in the year 332 533

Disposal of investment property (320) (462)

At end of year 5,970 5,920

The fair value of commercial investment property held by the Company was determined by external, independent property

valuers, having appropriate recognised professional qualifications and recent experience in the location and category of the

property being valued. The independent valuers provide the fair value of the Company’s investment property portfolio every

year. The land held by Thames Valley Retirement Homes Limited £15,000 (2021: £48,000) has not been independently valued as

it is 0.3% (2021: 0.8%) of the Group’s portfolio and hence immaterial.

The Company’s freehold commercial investment properties total value: £5,970,000 (2021: £5,920,000) have been valued by

Kempton Carr Croft (“KCC”).

All valuations of the Company’s freehold commercial investment properties have been prepared in accordance with the RICS

Valuation – Professional Standards (the “Red Book”) and the International Valuation Standards on the basis of Market Value.

Whilst KCC has a potential conflict of interest, due to additional fee earning services provided, appropriate safeguards are in

place with any other services performed by a different team with information barriers in place to mitigate for this.

Following the Chancellor of the Exchequer’s announcement of the new ‘Growth Plan’ on 23rd September 2022, financial

markets have experienced significant repricing of assets. As a result, the external valuers have indicated that a higher degree of

caution should be taken when relying upon their valuation than would normally be the case. The future impact that the repricing

of assets may have on the real estate market is unknown.

All of the commercial investment properties have been categorised as a Level 3 fair value in both years, based on the inputs to

the valuation technique used. The residential property has been categorised as a Level 2 fair value in both years.

• Level 1: quoted prices (unadjusted) in active markets for identical assets or liabilities.

• Level 2: inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly

(i.e., as prices) or indirectly (i.e., derived from prices).

• Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

13 FREEHOLD INVESTMENT PROPERTIES (CONTINUED)

Valuation technique and significant unobservable inputs

The valuation technique used in measuring the fair value of investment property is a discounted cash flow using the following

significant inputs: net rental income and yield.

Fair value using unobservable inputs (Level 3)

2022

£000

2021

£000

Opening fair value 5,920 5,351

Additions 38 36

Gains and losses recognised in income statement (Fair value movement on investment properties) 332 533

Disposal of investment property (320) –

Closing fair value 5,970 5,920

Quantitative information about fair value measurements using unobservable inputs (Level 3)

The fair value referred to above of £5,970,000 (2021: £5,920,000) is based on the unobservable inputs of net rental income

and yield.

The net rental income ranged between £79,000 (2021: £29,000) and £244,000 (2021: £224,000), and the initial yield ranged

between 6.5% and 9.0% (2021: 6.5% and 9.0%).

A decrease in net rental income or estimated future rent will result in a decrease in the fair value, whereas a decrease in the

discount rate (yield) will result in an increase in fair value. There are interrelationships between these rates as they are partially

determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £654,000 (2021: £653,000),

while a -1% change in yield would increase the portfolio value by £842,000 (2021: £844,000). A +/- 10% change in rent would

increase/(decrease) the value of the portfolio by £597,000 (2021: £592,000).

The historical cost of the commercial investment properties was:

£’000

Group and Company

At 30 September 2022 3,641

At 30 September 2021 3,752

The cumulative amount of interest capitalised at 30 September 2022 was £90,000 (2021: £90,000).

Valuation technique and significant observable inputs

The valuation technique used in measuring the fair value of residential investment property is comparable property prices from

the experience of local estate agents. The only residential property was disposed of during the prior year.

Fair value using observable inputs (Level 2)

2022

£000

2021

£000

Opening fair value – 462

Fair value movement on investment properties recognised in income statement – –

Disposal – (462)

Closing fair value – –

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

13 FREEHOLD INVESTMENT PROPERTIES (CONTINUED)

Quantitative information about fair value measurements using observable inputs (Level 2)

The fair value referred to above of £nil (2021: £nil) is based on the observable inputs of comparable property prices in Egham

and is based on memorandum of sale (subject to contract) based on an accepted offer for 14 Runnymede Road. The property

was sold during the year to 30 September 2021 for £462,000.

The historical cost of the residential investment property was:

£’000

Group and Company

At 30 September 2022 –

At 30 September 2021 –

Amounts recognised in the profit and loss account.

2022

£000

2021

£000

Rental income from investment properties 494 434

Direct operating expenses (including repairs and maintenance) arising from investment property

that generated rental income during the period (18) (9)

There are no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance, or

enhancements other than normal Landlord obligations.

There have been no transfers to/from investment properties.

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 PROPERTY, PLANT AND EQUIPMENT

Company and Group

Own use

freehold

property

£’000

Fixtures,

fittings and

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Cost or valuation

At 30 September 2020 228 22 16 266

Additions 4 – – 4

Disposals – (13) – (13)

Fair value movement 8 – – 8

At 30 September 2021 240 9 16 265

Additions 1 – – 1

Disposals – – –

Fair value movement 59 – – 59

At 30 September 2022 300 9 16 325

Depreciation

At 30 September 2020 – 22 16 38

Disposals – (13) – (13)

Charge for year – – – –

At 30 September 2021 – 9 16 25

Disposals – – – –

Charge for year – – – –

At 30 September 2022 – 9 16 25

Net book value

At 30 September 2022 300 – – 300

At 30 September 2021 240 – – 240

a) Own use freehold property was valued by Kempton Carr Croft at market value as at 30 September 2022. The valuation

technique used in measuring the fair value of own use freehold property is fair value using unobservable inputs (level 3).

The historic cost of the property is £213,000 (2021: £212,000). In accordance with IAS 16.35 the fair value of the freehold

property is presented by eliminating accumulated depreciation and adjusting the gross book value of the asset to equal

revalued amount.

The balance sheet shows the following amounts relating to leases:

2022

£’000

2021

£’000

Group and Company

Right of use assets

Land 145 155

Lease liabilities

Current 7 6

Non-current 165 172

At end of year 172 178

The Right of use asset lease relates to a lease in respect of car park spaces in Windsor. The key assumptions in determining

the Right of use asset are the discount rate applied of 5% (2021: 5%) and the assumed increase in rent at 5-yearly rent review

dates of 9% (2021: 9%). The above lease has right of use contractual maturities of £7,000 (2021: £6,000) less than one year,

£33,000 ((2021: £40,000) between two and five years and £132,000 (2021: £132,000) due in more than five years. Interest

costs of £8,000 (2021: £9,000) in respect of this lease is included in the profit and loss account.

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 INVESTMENTS

Shares in

joint

venture

£’000

Unlisted

investments

£’000

Listed

investments

£’000

Total

£’000

At 30 September 2020 16,323 4 921 17,248

Net change in investments at fair value through other comprehensive

income – – (21) (21)

Acquired during the year – – 169 169

Share of profit of Joint Venture 67 – – 67

Dividend paid by Joint Venture (500) – – (500)

At 30 September 2021 15,890 4 1,069 16,963

Net change in investments at fair value through other

comprehensive income – – (94) (94)

Redeemed during the year – – (81) (81)

Share of profit of Joint Venture 868 – – 868

Dividend paid by Joint Venture (3,000) – – (3,000)

At 30 September 2022 13,758 4 894 14,656

Listed investments

These include minority stakes in The Renewables Infrastructure Group Limited, A2D Funding plc, Places for People, Bruntwood

listed on The London Stock Exchange, ImmuPharma Plc and Galileo Resources plc, listed on AIM, and are designated as

investments at fair value through other comprehensive income. Fair value has been assessed using Level 1 observable inputs

being quoted share prices.

Aquila Services Group Plc listed on The London Stock Exchange is not considered to be sufficiently liquid and has been

assessed using Level 2 with a 40% discount being applied to the quoted share price.

Joint Venture

The Group owns 47.62% (2021: 47.62%) and J R Wollenberg owns 2.38% (2021: 2.38%) of the total issued ordinary share

capital of £1,050,000 of Campmoss Property Company Limited. Campmoss Property Company Limited was incorporated in

England and Wales and has its registered office at 56 Station Road, Egham, Surrey, TW20 9LF.

E R Goodwin owns directly 0.05% and is a connected party to 47.57% of the total issued ordinary share capital of £1,050,000

of Campmoss Property Company Limited.

The Campmoss Board comprises J R Wollenberg and E R Goodwin who jointly control Campmoss by virtue of the respective

shareholdings and Joint Venture Agreement governing the way in which the Campmoss entities are controlled. The Board has

therefore determined that it has joint control of Campmoss.

The Group’s share of the results of Campmoss Property Company Limited and its subsidiary undertakings for the year ended 30

September 2022 has been incorporated in the consolidated financial statements. The following figures have been derived from

the financial statements of Campmoss Property Company Limited and those of its subsidiary undertakings for the year ended

30 September 2022.

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 INVESTMENTS (CONTINUED)

The Joint Ventures consolidated results were:

2022

£’000

2021

£’000

Revenue 18,623 1,189

Cost of sales (16,908) (1,200)

Administrative expenses (192) (185)

Other operating income 248 339

Fair value movement on investment properties 350 32

Interest receivable 112 43

Interest payable (1) (2)

Taxation on ordinary activities (408) (76)

Profit after tax 1,824 140

Other comprehensive income – –

Total comprehensive income 1,824 140

Group’s share of results of Joint Venture – 47.62% (2021: 47.62%) 868 67

The consolidated net assets of Campmoss Property Company Limited and its subsidiary undertakings were:

2022

£’000

2021

£’000

Non-current assets

Investment properties 12,336 11,851

Current assets

Inventory and work in progress 2,999 16,112

Trade and other receivables 312 430

Term deposits 9,581 5,254

Cash and cash equivalents 6,585 1,445

Total current assets 19,477 23,241

Total assets 31,813 35,092

Current liabilities

Trade and other payables (1,917) (750)

Non-current liabilities

Deferred taxation (1,005) (975)

Total liabilities (2,922) (1,725)

Net assets 28,891 33,367

Group’s share of results of Joint Venture – 47.62% (2021: 47.62%) 13,758 15,890

Investment properties are included at fair value based on Directors’ valuations as at 30 September 2022.

The fair value referred to above of £12,336,000 (2021: £11,851,000) is based on the unobservable inputs of net rental income

and yield.

The net rental income ranged between £45,000 (2021: £45,000) and £511,000 (2021: £461,000), and the initial yield ranged

between 9.0% and 11.9% (2021: 9,0% and 11.5%).

A decrease in net rental income or estimated future rent will result in a decrease in the fair value, whereas a decrease in the

discount rate (yield) will result in an increase in fair value. There are interrelationships between these rates as they are partially

determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £1,017,000 (2021: £985,000),

while a -1% change in yield would increase the portfolio value by £1,219,000 (2021: £1,183,000). A +/- 10% change in rent

would increase/(decrease) the value of the portfolio by £1,232,000 (2021: £1,184,000).

26925 22 November 2022 4:38 pm Proof 4

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

16 INVENTORY AND WORK IN PROGRESS

2022

£’000

2021

£’000

Opening costs 689 688

Additions 5 1

694 689

This comprises development properties held for sale at The Windsor Business Centre.

17 TRADE AND OTHER RECEIVABLES

2022

£’000

2021

£’000

Trade receivables 159 112

Other receivables 19 9

Prepayments and accrued income 45 19

223 140

Trade and other receivables are valued using the expected credit loss model using the simplified approach following the

formula: Probability of Default (PD) xLossgiven Default (LGD) x Exposure at Default (EAD).

18 TRADE AND OTHER PAYABLES

2022

£’000

2021

£’000

Rents invoiced in advance 154 143

Trade creditors 11 24

Other taxes and social security 56 54

Other creditors 296 325

Accruals 82 206

599 752

19 DEFERRED TAXATION

2022

£’000

2021

£’000

At beginning of year 126 102

Debit for the year in the income statement 49 24

At end of year 175 126

Provision has been made for deferred taxation as follows:

2022

£’000

2021

£’000

Difference between accumulated depreciation and amortisation and capital allowances 76 76

Other temporary differences 99 50

Deferred tax liability 175 126

Deferred tax is estimated using an effective tax rate of 25% (2021: 25%).

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

20 SHARE CAPITAL

2022

£’000

2021

£’000

Authorised

4,500,000 (2021: 4,500,000) ordinary shares of 20 pence each 900 900

Allotted, called up and fully paid

At 30 September 2021 1,115,986 (30 September 2020 1,194,511) ordinary shares of 20 pence each 223 239

Cancelled during the year 34,199 (2021: 78,525 ) ordinary shares of 20 pence each (7) (16)

At 30 September 2022 1,081,787 (30 September 2021 1,115,986) ordinary shares of 20 pence each 216 223

The total number of ordinary shares under option is nil (2021: nil).

Capital management

The Board’s objectives when managing capital are to maintain a balance between providing shareholders with an adequate

return by means of a progressive dividend policy whilst ensuring the security of the Group supported by a sound capital

structure. In order to maintain what the Directors consider is the optimal capital structure, the Group may adjust its dividend

policy, issue new shares or return capital to shareholders.

21 OTHER RESERVES

Equity

investments

at FVOCI

£’000

Own use

property

reserve

£’000

Capital

redemption

reserve

£’000

Capital

reserve

£’000

Merger

reserve

£’000

Total

£’000

At 30 September 2020 and 1 October 2020 42 19 515 30 1,869 2,475

Purchase of own shares – – 16 – – 16

Fair value of other properties – 8 – – – 8

Net change in fair value (21) – – – – (21)

At 30 September 2021 and 1 October 2021 21 27 531 30 1,869 2,478

Purchase of own shares – – 7 – – 7

Fair value of other properties – 59 – – – 59

Net change in fair value (94) – – – – (94)

At 30 September 2022 (73) 86 538 30 1,869 2,450

Equity investments at fair value through other comprehensive income reserve relates to the change in fair value of the Group’s

listed investments portfolio. The capital redemption reserve arises from the transfer from share capital of the nominal value of

shares purchased for cancellation. The capital and merger reserves arise from the acquisition of subsidiaries.

22 INVESTMENT PROPERTY FAIR VALUE RESERVE

2022

£’000

2021

£’000

At beginning of year 1,814 3,139

Transfer from retained earnings on fair value movement in the year - Cardiff 299 533

Disposal of investment property - Cardiff (171) (259)

Transfer from retained earnings on fair value movement in the year – Campmoss Group 153 (1,599)

At end of year 2,095 1,814

The investment property fair value reserve represents surpluses and deficits arising on fair value movements of the Group’s

properties, including our share of Campmoss Group, our 47.62% Joint Venture. This reserve comprises unrealised profits and

losses and is not available for distribution until realised through sale.

26925 22 November 2022 4:38 pm Proof 4

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

23 COMMITMENTS

Expenditure on development and investment properties

There were nil commitments under contract at 30 September 2022 (2021: nil).

24 OPERATING LEASES

Operating leases granted

The Group owns commercial property which it leases out for rental income under operating leases. Rental income earned

during the year was £703,000 (2021: £596,000) and direct operating expenses arising on the properties during the year were

£18,000 (2021:£26,000). The properties are expected to generate rental yield between 6.5% and 9.0% depending on the type

of property. Most lease contracts include market rate review clauses in the event that the lessee exercises their option to

renew. The lessee does not have an option to purchase the property at the end of the lease. The future aggregate minimum

rentals receivable under non-cancellable operating leases are as follows:

2022

£’000

2021

£000

Within one year 586 648

Years two to five 1,592 1,038

More than five years 430 97

Total 2,608 1,783

25 RELATED PARTY TRANSACTIONS

During the year the Company entered into the following transactions with related parties:

Party Nature of transaction

Value

Balance owed by/(to)

related party at

30 September

2022

£’000

2021

£’000

2022

£’000

2021

£’000

Campmoss Property

Company Limited

Management fees received by

the Company

535 532 12 10

Consultancy fees received by

J R Wollenberg (Director)

60 60 15 15

D M Joseph Director’s salary paid 3 3 – –

Campmoss Property Company Limited is a Company in which J Richard Wollenberg is a Director and both he and the Company

are shareholders.

Derek Joseph is a Non-Executive Director of First Choice Estates plc, a wholly owned subsidiary of the Company.

Details relating to the shareholdings and remuneration of key management personnel are set out in the Directors’ Report on

page 13 and note 9 on page 37.

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

26 FINANCIAL INSTRUMENTS

The Group has exposure to credit risk, liquidity risk and market risk. This note presents information about the Group’s exposure

to these risks, along with the Group’s objectives, processes and policies for managing the risks.

Credit risk

Credit risk is the risk of financial loss for the Group if a client or counterparty to a financial instrument fails to meet its

contractual obligations, and arises principally from the Group’s receivables from clients, amounts due from the Joint Venture and

monies on deposit with financial institutions.

The Group has a credit policy in place and credit risk is monitored by the Board on an ongoing basis. Credit evaluations are

carried out on all new tenants before credit is granted above certain thresholds. There is a spread of risks among a number of

tenants with no significant concentration of risk with any one tenant. The Group establishes an allowance for impairment in

respect of trade receivables where there is any doubt over recoverability.

The Group has significant monies on deposit at the year end, largely in short term treasury deposits. The Group’s policy is to

maximise interest income on these cash deposits whilst credit risk is mitigated through placing cash with leading highly rated

financial institutions.

The carrying amount of financial assets represents the maximum exposure to credit risk as follows:

2022

£000

2021

£000

Cash and cash equivalents 4,912 3,594

Term deposits 4,041 1,907

Trade and other receivables 223 121

Listed investments 894 1,069

10,070 6,691

At 30 September 2022, the Group had £8,953,000 (2021: £5,501,000) deposited with banks and financial institutions of which:

£4,912,000 (2021: £3,594,000) is available for withdrawal in less than 30 days; £4,040,000(2021: £1,907,000) is available for

withdrawal in 90-180 days and £1,000 (2021: £1,000) is available for withdrawal in over 180 days. As shown in the table above,

the amounts available for withdrawal in over 90 days are classed as financial assets.

All financial assets are sterling denominated.

The ageing of trade receivables and other receivables along with the associated provision at the year-end was:

2022 2021

Gross

£000

Provision

£000

Gross

£000

Provision

£000

Not past due 158 (6) 110 –

Past due 31–90 days 9 (2) 30 (30)

Past due 90 days 9 (9) 2 –

176 (17) 142 (30)

The movement in the provision during the year was as follows:

At beginning of year 30 46

Amounts written back (13) (29)

Provided in year – 13

At end of year 17 30

26925 22 November 2022 4:38 pm Proof 4

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NOTES TO THE FINANCIAL STATEMENTS CONTINUED

26 FINANCIAL INSTRUMENTS (CONTINUED)

Liquidity risk

Liquidity risk is the risk that the Group will not be able to meet its financial obligations as they fall due. The Group’s approach

to managing liquidity is to ensure, by preparing and regularly reviewing cash flow forecasts, that as far as possible, there will

always be adequate liquidity to meet its liabilities as they fall due, without incurring unacceptable losses or risking damage to

the Group’s reputation.

In respect of cash deposits, the carrying value approximates to fair value because of the short maturity of the deposits. Interest

rates are floating and based on the base rate. There is also no difference between the fair value of other financial assets and

financial liabilities and their carrying value in the balance sheet.

The Group’s financial liabilities comprise trade creditors and other creditors amounting to £517,000 (2021: £546,000) and are all

repayable within one year and are non-interest bearing.

Banking facilities

The Company does not have loan or overdraft facilities. Sufficient cash resources are available to the Group to complete the

current maintenance and development programme. The Board will keep this position under review.

Market risk

Market risk is the risk that changes in market prices such as currency rates, interest rates and stock market prices will affect the

Group’s results. This applies to the Group’s listed investment portfolio which are a mix of AIM listed securities and retail bonds.

The Group’s objective is to manage and control market risk within suitable parameters.

The Group’s listed investments are valued at £894,000 (2021: £1,069,000), a 10% fall in quoted prices would reduce the value

of investments by £89,400 (2021: £106,900).

Currency risk

All of the Group’s transactions are denominated in sterling. Accordingly, the Group has no direct exposure to exchange rate

fluctuations. Furthermore, the Group does not trade in derivatives.

Interest rate risk

The Group does not undertake any hedging activity in this area. The main element of interest rate risk involves sterling deposits

which are placed on a fixed rate deposit.

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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COMPANY BALANCE SHEET

AT 30 SEPTEMBER 2022

Notes

2022

£’000

2022

£’000

2021

£’000

2021

£’000

Fixed assets

Tangible assets:

Investment properties 13 5,970 5,920

Right of use assets 14 145 155

Property, plant and equipment 14 300 240

6,415 6,315

Investments 29 4,178 4,353

10,593 10,668

Current assets

Debtors 30 257 92

Term deposits 3,041 1,907

Cash at bank and in hand 2,716 1,410

6,014 3,409

Current liabilities

Trade and other payables 31 (1,431) (2,331)

Corporation tax (158) (130)

(1,589) (2,461)

Net current assets 4,425 948

Total assets less current liabilities 15,018 11,616

Lease liability 14 (172) (178)

Deferred tax liability 32 (175) (126)

Net assets 14,671 11,312

Capital and reserves

Called up share capital 20 216 223

Share premium account 5,076 5,076

Investment property fair value reserve 33 2,326 2,165

Other reserves 34 2,401 2,429

Retained earnings 4,652 1,419

Shareholders’ funds – equity 14,671 11,312

Profit for the financial year of the Company was £4,395,000 (2021: £1,390,000). In accordance with the provisions of

Section408 of the Companies Act 2006 the Company has not published a separate profit and loss account.

These financial statements were approved by the Board of Directors on 22 November 2022 and were authorised for issue on its

behalf by:

J Richard Wollenberg

Director

Company number: 00022705

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COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2022

capital

£’000

premium

account

£’000

Investment

property

fair value

reserve

£’000

Other

reserves

£’000

Retained

earnings

£’000

Total

equity

£’000

1 October 2020 239 5,076 1,898 2,426 1,999 11,638

Profit for the year – – – – 1,390 1,390

Other comprehensive income –

Revaluation of investments

Fair value of other property

–

(21)

–

(21)

Transactions with equity holders

Dividends – – – – (211) (211)

Purchase of own shares (16) – – 16 (1,492) (1,492)

Total transactions with equity holders (16) – – 16 (1,703) (1,703)

Fair value movement of investment

properties – – 526 – (526) –

Disposal of property – – (259) – 259 –

At 30 September 2021 223 5,076 2,165 2,429 1,419 11,312

Profit for the year – – – – 4,395 4,395

Other comprehensive income –

Revaluation of investments – – – (94) – (94)

Fair value of other property – – – 59 – 59

Transactions with equity holders

Dividends – – – – (210) (210)

Purchase of own shares (7) – – 7 (791) (791)

Total transactions with equity holders (7) – – 7 (1,001) (1,001)

Fair value movement of investment

properties – – 332 – (332) –

Disposal of property – – (171) – 171 –

At 30 September 2022 216 5,076 2,326 2,401 4,652 14,671

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS

27 ACCOUNTING POLICIES

The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK

The financial statements have been prepared in accordance with Financial Reporting Standard 101 Reduced Disclosure

Framework (FRS 101) and in accordance with applicable accounting standards.

In preparing these financial statements, the Company applies the recognition, measurement and disclosure requirements of

UK-adopted international accounting standards (“UK-adopted IAS”), but makes amendments where necessary in order to

comply with Companies Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been

taken.

In these financial statements, the Company has applied the exemptions available under FRS 101 in respect of the following

disclosures:

• A Cash Flow Statement and related notes;

• Disclosures in respect of capital management;

• The effects of new but not yet effective IFRSs; and

• Disclosures in respect of the compensation of Key Management Personnel.

As the consolidated financial statements of The Cardiff Property plc include the equivalent disclosures, the Company has also

taken the exemptions under FRS 101 available in respect of the following:

• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument

Disclosures.

The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.

The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in

these financial statements.

Use of estimates and judgements

Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial

statements and estimates with a significant risk of material adjustment in the next year are discussed in note 3 where

applicable to the Group and Company. Additionally, the assessment of investments in shares in Group Undertakings and share

in Joint Venture are judgements made by the Directors of the Company.

Measurement convention

The financial statements have been prepared under the historical cost accounting rules and in accordance with applicable

accounting standards and with the Companies Act 2006. The financial statements are prepared on the historical cost basis

except that investment properties and certain financial instruments are stated at their fair value.

Going concern

The Company remains profitable and cash generative and has a strong balance sheet. Accordingly, the Directors consider

it appropriate to continue to prepare the financial statements on a going concern basis, the Company has significant cash

balances and a modest cost base.

Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.

Investment properties are stated at fair value.

In applying the fair value model in IAS 40 Investment Property:

i. investment properties are held at fair value. Any gains or losses arising from changes in the fair value are recognised in profit

or loss in the period that they arise; and

ii. no depreciation is provided in respect of investment properties applying the fair value model.

Any gain or loss arising from a change in fair value is recognised in profit or loss. Rental income from investment property is

accounted for as described in the revenue accounting policy in note 2.

Independent professional valuations for the Company’s investment properties are obtained by the Directors annually. The most

recent such valuations were obtained as at 30 September 2022.

26925 22 November 2022 4:38 pm Proof 4

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

27 ACCOUNTING POLICIES (CONTINUED)

Property, plant and equipment

Property, plant and equipment - other, comprises property, motor vehicles and fixtures, fittings and equipment.

Property is stated at valuation. An independent professional valuation for the Company’s freehold property is obtained by the

Directors annually. The most recent valuation was at 30 September 2022. Surpluses or deficits arising are recognised in other

comprehensive income.

Motor vehicles, plant and equipment are stated at cost less accumulated depreciation.

Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful life as follows:

• Freehold property 50 years

• Motor vehicles 4 years

• Fixtures, fittings and equipment 4 years

In accordance with IAS 16.35 the fair value of the freehold property is presented by eliminating accumulated depreciation and

adjusting the gross book value of the asset to equal revalued amount.

Investments

Listed investments are stated at fair value. See note 15.

Investments in Subsidiary Undertakings and Joint Ventures are stated at cost less any impairment.

Cash at bank and in hand

Cash comprises cash in hand and deposits repayable in line with notice periods determined by the Company.

Dividends

Dividends unpaid at the balance sheet date are only recognised as a liability to the extent that they are appropriately declared

and authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are

disclosed in the Directors’ Report.

28 ADMINISTRATIVE EXPENSES

2022

£’000

2021

£’000

Auditor’s remuneration:

Fees payable to the Company’s auditor for the audit of the annual accounts 37 35

Details of employee numbers and costs in respect of the Company, which are the same as the Group are given in note 8.

29 INVESTMENTS

Shares in

Group

undertakings

£’000

Shares in

Joint

Venture

undertaking

£’000

Listed

investments

£’000

Total

£’000

At beginning of year 2,739 545 1,069 4,353

Disposals – – (81) (81)

Revaluation of investments – – (94) (94)

At end of year 2,739 545 894 4,178

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

29 INVESTMENTS (CONTINUED)

Group undertakings

The Company’s investments in Group undertakings, all of which are incorporated in England and Wales, are as follows:

Issued share

capital held Type of shares held Activity

First Choice Estates plc 100% Ordinary shares of £1 each Property development

Thames Valley Retirement Homes Limited 100% Ordinary shares of £1 each Property development

Village Residential plc 100% Ordinary shares of 10p each Dormant

Land Bureau Limited 100% Ordinary shares of £1 each Dormant

Campmoss Property Company Limited 47.62% Ordinary shares of £1 each Property investment

Campmoss Property Developments Limited 47.62% Ordinary shares of £1 each Property development

All of the above undertakings have been included within the consolidated financial statements. All of the above undertakings

registered office is 56 Station Road, Egham, Surrey, TW20 9LF. The dormant companies accounts are unaudited.

Further information on listed investments and our Joint Venture, Campmoss Property Company Limited, is included in note 15

to the consolidated financial statements.

30 DEBTORS

2022

£’000

2021

£’000

Trade debtors 113 58

Amounts owed by Joint Venture undertaking 89 10

Other debtors 20 8

Prepayments and accrued income 35 16

257 92

Trade and other receivables are valued using the expected credit loss model using the simplified approach following the

formula: Probability of Default (PD) xLossgiven Default (LGD) x Exposure at Default (EAD).

31 CREDITORS

2022

£’000

2021

£’000

Rents received in advance 99 104

Trade creditors 11 10

Amounts owed to subsidiary undertakings 994 1,799

Other taxes and social security 44 41

Other creditors 206 181

Accruals and deferred income 77 196

1,431 2,331

32 DEFERRED TAX LIABILITY

Deferred taxation

2022

£’000

2021

£’000

At beginning of year 126 102

Charge for the year in the profit and loss account 49 24

At end of year 175 126

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NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

32 DEFERRED TAX LIABILITY (CONTINUED)

Provision has been made for deferred taxation as follows:

2022

£’000

2021

£’000

Difference between accumulated depreciation and amortisation and capital allowances 76 76

Other temporary differences 99 50

Deferred tax liability 175 126

Deferred tax is estimated using an effective rate of 25% (2021: 25%).

33 INVESTMENT PROPERTY FAIR VALUE RESERVE

2022

£’000

2021

£’000

At beginning of year 2,165 1,898

Fair value movement in year 332 526

Disposal of property (171) (259)

At end of year 2,326 2,165

34 OTHER RESERVES

Fair value

reserve

£’000

Capital

redemption

reserve

£’000

Merger

reserve

£’000

Total

£’000

At 30 September 2020 and 1 October 2020 42 515 1,869 2,426

Fair value movement on property held for own use 8 – – 8

Revaluation of investments (21) – – (21)

Purchase of own shares – 16 – 16

At 30 September 2021 and 1 October 2021 29 531 1,869 2,429

Fair value movement on property held for own use 59 – – 59

Revaluation of investments (94) – – (94)

Purchase of own shares – 7 – 7

At 30 September 2022 (6) 538 1,869 2,401

The capital redemption reserve arises from the transfer from share capital of the nominal value of shares purchased for

cancellation from the purchase of own shares and the merger reserves arise from the acquisition of subsidiaries.

31310 22 November 2022 4:38 pm v2

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THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTICE OF ANNUAL GENERAL MEETING

Notice is hereby given that the Annual General Meeting of The Cardiff Property Public Limited Company will be held at 56

Station Road, Egham, Surrey TW20 9LF on Thursday 19 January 2023 at 12 noon, for the following purposes:

ORDINARY BUSINESS

1. To receive the reports of the Directors and auditor and the financial statements for the year ended 30 September 2022.

2. To approve the remuneration report for the year ended 30 September 2022 including the remuneration policy.

3. To declare a final dividend to be paid on 3 February 2023.

4. To re-elect as a Director, Karen L Chandler who retires by rotation.

5. To re-appoint PKF Littlejohn LLP as auditor of the Company and to authorise the Directors to determine its remuneration.

SPECIAL BUSINESS

To consider and, if thought fit, to pass resolution 6 as an ordinary resolution and resolutions 7 and 8 as special resolutions.

6. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to

exercise all the powers of the Company to allot, grant options over or otherwise deal with or dispose of the unissued share

capital of the Company provided that the authority hereby given:

(a) shall be limited to unissued shares in the share capital of the Company having an aggregate nominal value of £72,119;

and

(b) shall expire at the end of the next Annual General Meeting of the Company unless previously renewed or varied save

that the Directors may, notwithstanding such expiry, allot, grant options over or otherwise deal with or dispose of any

shares under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of

this authority.

SPECIAL RESOLUTIONS

7. Subject to the passing of the preceding ordinary resolution the Directors be and they are hereby empowered pursuant to

section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for

cash pursuant to the authority conferred in that behalf by the preceding ordinary resolution, as if section 561(1) of that Act

did not apply to any such allotment, provided that this power shall be limited:

(a) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity

securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to

the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the

Directors may deem necessary or expedient to deal with fractional entitlements; and

(b) to the allotment (otherwise than pursuant to subparagraph (a) above) of equity securities up to an aggregate nominal

amount of £10,818 representing 5% of the present issued share capital of the Company;

and shall expire on the date of the next Annual General Meeting of the Company or 15 months from the passing of this

resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would

or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of

such an offer or agreement as if the power conferred hereby had not expired.

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NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)

8. Pursuant to article 12(2) of the Company’s articles of association that the Company be and is hereby unconditionally and

generally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares

of 20 pence each in the capital of the Company, provided that:

(a) the maximum number of ordinary shares hereby authorised to be acquired is 162,160 representing 14.99% of the

present issued share capital of the Company;

(b) the minimum price which may be paid for such shares is 20 pence per share which amount shall be exclusive of

expenses;

an amount (exclusive of expenses) equal to 105% of the average of the middle market quotations for an ordinary share

of the Company taken from the Daily Official List of The London Stock Exchange on the ten business days immediately

preceding the day on which the share is contracted to be purchased;

(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or fifteen months from

the passing of this resolution, whichever is the earlier; and

(e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of

such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase

of its own shares in pursuance of any such contract.

Registered office: By order of the Board

56 Station Road

Egham K Chandler FCA

Surrey Secretary

TW20 9LF

22 November 2022

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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NOTES

1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to exercise all or any of their rights

to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the company.

2. 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 form of proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they

are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also

indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned

together in the same envelope.

3. A form of proxy accompanies this notice. Forms of proxy, to be valid, must be delivered to Neville Registrars Limited at

Neville House, Steelpark Road, Halesowen B62 8HD in accordance with the instructions printed thereon, not less than 48

hours before the time appointed for the holding of the meeting. As an alternative to returning a hard copy Form of Proxy,

you may submit your proxy electronically at www.sharegateway.co.uk by using the Personal Proxy Registration Code as

shown on the Form of Proxy. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline

of at least 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) applies. If

you need help with voting online, please contact our Registrars, Neville Registrars Limited +(0) 121 585 1131 or via email at

info@nevilleregistrars.co.uk.

4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may

do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored

members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor

or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment

made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by

the Company’s agent, Neville Registrars (whose CREST ID is 7RA11) by the specified latest time(s) for receipt of proxy

appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to

the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry

to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set

out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.

5. If you are not a member of the company but you have been nominated under section 146 of the Companies Act 2006 (the

‘Act’) by a member of the company to enjoy information rights, you do not have the rights of members in relation to the

appointment of proxies set out in notes 1, 2 and 3. The rights described in those notes can only be exercised by members

of the company.

6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against

the resolution. If you either select the “Withheld” option or if no voting indication is given, 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.

7. Information regarding the meeting, including the information required by section 311A of the Act, is available from www.

cardiff-property.com.

8. As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the

in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of

securities after that time shall be disregarded in determining the rights of any person to vote at the meeting.

9. As at 18:00 hours on 22 November 2022, the company’s issued share capital comprised 1,081,787 ordinary shares of 20

pence each. Each ordinary share carries the right to one vote at a general meeting of the company and, therefore, the total

number of voting rights in the company at 18:00 hours on 22 November 2022 is 1,081,787.

10. Under section 319A of the Act, the company must answer any question you ask relating to the business being dealt with

at the meeting unless (a) answering the question would interfere unduly with the preparation for the meeting or involve

the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer

to a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question

be answered.

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)

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11. If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a ‘Nominated

Person’), you may have a right under an agreement between you and the member of the company who has nominated

you to have information rights (a ‘Relevant Member’) to be appointed or to have someone else appointed as a proxy for the

meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right

under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise

of voting rights. Your main point of contact in terms of your investment in the company remains the Relevant Member (or,

perhaps, your custodian or broker) and you should continue to contact them (and not the company) regarding any changes

or queries relating to your personal details and your interest in the company (including any administrative matters). The only

exception to this is where the company expressly requests a response from you.

12. Members satisfying the thresholds in section 338 of the Act may require the company to give, to members of the company

entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and

which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General

Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the

company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which

may be dealt with at the Annual General Meeting includes a resolution circulated pursuant to this right. A request made

pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given,

must be authenticated by the person(s) making it and must be received by the company not later than 6 weeks before the

date of the Annual General Meeting.

13. Members satisfying the thresholds in section 338A of the Act may request the company to include in the business to be

dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included

in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General

Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right

may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a

statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received

by the company not later than 6 weeks before the date of the Annual General Meeting.

14. Members satisfying the thresholds in section 527 of the Act can require the company to publish a statement on its website

setting out any matter relating to (i) the audit of the company’s accounts (including the auditor’s report and the conduct of

the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the

company ceasing to hold office since the last Annual General Meeting, which the members propose to raise at the meeting.

The company cannot require the members requesting the publication to pay its expenses. Any statement placed on the

website must also be sent to the company’s auditor no later than the time it makes its statement available on the website.

The business which may be dealt with at the Annual General Meeting includes any statement that the company has been

required to publish on its website pursuant to this right.

15. Copies of the Directors’ service contracts will be available for inspection at the registered office of the company during usual

business hours from the date of this notice until the date of the Annual General Meeting, and also during and at least fifteen

minutes before the beginning of the Annual General Meeting.

16. The company may hold in treasury any of its own shares purchased under the authority conferred by resolution 8 above.

This would give the company the ability to reissue treasury shares and provides greater flexibility in the management of its

capital base. Any shares purchased by the company not held in treasury will be cancelled and the number of shares in issue

reduced accordingly.

NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)

31310 22 November 2022 4:38 pm v2

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2022

Stock code: CDFF

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FINANCIAL CALENDAR

23 November 2022 Results announced for the year ended 30 September 2022

19 January 2023 Annual General Meeting/General Meeting

19 January 2023 Ex-dividend date for the final dividend

20 January 2023 Record date for the final dividend

3 February 2023 Final dividend to be paid

May 2023 Interim results for 2023 to be announced

30 September 2023 Year end

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www.cardiff-property.com

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31310 22 November 2022 4:38 pm v2

The Cardiff Property plc

56 Station Road, Egham

Surrey TW20 9LF

Tel: 01784 437444

www.cardiff-property.com

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