ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2023
www.cardiff-property.com
Stock code: CDFF
26281 30 November 2023 11:35 am Proof One
OUR MISSION
The Group seeks to enhance shareholder value by
developing its property portfolio and through strategic
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
29 Consolidated Income Statement
29 Consolidated Statement of Comprehensive Income
30 Consolidated Balance Sheet
31 Consolidated Cash Flow Statement
32 Consolidated Statement of Changes in Equity
33 Notes to the Financial Statements
52 Company Balance Sheet
53 Company Statement of Changes in Equity
54 Notes to the Financial Statements
58 Notice of Annual General Meeting
62 Financial Calendar
01
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
During the early part of the financial year the Thames Valley
property market experienced a recovery from previous low
levels of activity. However, this did not follow through for the
remaining six-month period to September this year as tenants
and investors were reluctant to commit to the property market
resulting in a marked downturn in new lettings and investment
sales particularly in the office sector.
Office, business unit and retail rents have adversely been
affected by the reduction in activity although at Windsor and
Maidenhead, our business unit rents have retained increases
experienced over the past few years. Office rents remain
under pressure with “working from home” continuing to affect
both demand and occupancy.
Primarily as a result of rising interest rates, investment yields
across the commercial sector have increased placing pressure
on capital values.
J. Richard Wollenberg
Chairman
FINANCIAL HIGHLIGHTS
2023 2022
Net Assets £’000 29,975 29,812
Net Assets Per Share £ 28.44 27.56
Profit Before Tax £’000 1,262 2,697
Earnings Per Share – Basic and diluted pence 104.62 218.23
Dividend Per Share pence 22.0 20.5
Gearing % Nil Nil
4
0
m
i
l
e
s
2
0
m
i
l
e
s
1
0
m
i
l
e
s
3
0
m
i
l
e
s
M40
M4
M3
M25
M25
M1
J4
J1
J1
J1
J4
J2
J16
J15
J13
J1
J12
J11
J10
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 £196,000 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. All retail units
are let on medium term leases producing £292,000 p.a. The
apartments are let on Assured Shorthold Tenancy Agreements
producing £149,000 gross p.a.
Gowring House Apartments*
30 one and two-bedroom apartments over five upper floors
with lift access. 25 apartments sold, five let on Assured
Shorthold Tenancy Agreements producing £63,000 gross p.a.
including parking. 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 £99,000 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 £232,000 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 £372,000 p.a.
estimated to increase to £511,000 when fully let.
EGHAM
Heritage Court
Four retail units let on medium term leases and ground rents
producing £84,000 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: Verisure, and Egham
Essentials, producing £191,000 p.a. Part of the upper floor
offices and one retail unit is vacant.
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 £55,000 p.a.
Maidenhead Enterprise Centre
Six business units totalling 14,000 sq. ft. All let producing
£173,000 p.a.
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 £226,000 p.a. Planning approval for
new 20,000 sq. ft. office scheme is being renewed.
*Owned by Campmoss Group our Joint Venture partner
LOCATIONS
26925 30 November 2023 11:21 am Proof 4
02
CHAIRMAN’S STATEMENT
Dear Shareholder,
During the early part of the financial year the Thames Valley
property market experienced a recovery from previous low
levels of activity. However, this did not follow through for
the remaining period to September this year as tenants and
investors were reluctant to commit to the property market
resulting in a marked downturn in new lettings and investment
sales particularly in the office sector.
Office, business unit and retail rents have been adversely
affected by the reduction in activity although at Windsor and
Maidenhead, our business unit rents have retained increases
experienced over the past few years. Office rents remain under
pressure with “working from home” continuing to affect both
demand and occupancy.
Primarily as a result of rising interest rates, investment yields
across the commercial sector have increased placing pressure
on capital values.
The Group’s residential interests primarily in Bracknell
benefitted from a strong rental market. All apartments are let
on Assured Shorthold Tenancy Agreements which are renewed
on an annual basis.
During the year the Group, including Campmoss our 47.62%
Joint Venture, completed a number of lettings mainly to existing
tenants renewing leases. Rent reviews where applicable were
agreed at marginal increases.
Liaison with the Group’s tenants which comprise mainly
small businesses remains a priority. The majority of retail
tenants continued to trade during the Covid period and have
subsequently grown their businesses.
At The Priory, Burnham planning permission has been secured
for a 75-bedroom Care Home and several opportunities for the
site are being pursued.
At Windsor and Maidenhead, planning proposals continue to
be discussed with the Local Authority and we are hopeful of a
positive outcome. Shareholders should recognise that planning
costs have risen substantially as a result of applications now
requiring numerous independent reports. Planning lead in
time and response have lengthened considerably leading to
increased costs and uncertainties. The position is unlikely to
improve in the short term.
FINANCIAL
For the year to 30 September 2023, the Group profit before tax
was £1.3m (2022: £2.7m). This includes a negative revaluation
of £0.3m (2022: positive revaluation £0.3m). Our share of after
tax profit in Campmoss and its subsidiary amounted to £0.53m
(2022: £0.87m). The Company received a dividend of £2.0m
(2022: £3.0m) from its investment in Campmoss.
Revenue for the year which represented gross rental income,
excluding Campmoss, totalled £0.7m (2022: £0.7m).
The profit after tax attributable to shareholders for the financial
year was £1.11m (2022: £2.41m) and the earnings per share
was 104.62p (2022: 218.23p).
At the year-end, the Company’s commercial portfolio was
valued by Kempton Carr Croft at a total of £5.64m (2022:
£5.97m). 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 decline in capital values is due to the
rapid increase in interest rates over the year.
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 fully owned subsidiary and residential apartments
held by Campmoss.
The Group’s total property portfolio, including the jointly
controlled Campmoss group, was valued at £22.9m (2022:
£22.3m).
The Company’s share of the net assets of Campmoss group
was £12.28m (2022: £13.76m) this is after receipt of dividends
from Campmoss of £2.0m (2022: £3.0m).
The Group’s total net assets as at the year-end were £29.98m
(2022: £29.81m) equivalent to £28.44 per share (2022:
£27.56) an increase of 3.2% over the year (2022: 8.1%). 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 or short-term deposit. At the year-end, the company had
nil gearing (2022: nil).
During the year the company purchased and cancelled 27,977
(2022: 34,199) ordinary shares at a total cost of £0.68m (2022:
£0.79m).
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 (2022: nil) shares in treasury. Any shares purchased
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 18 January 2024. 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.
IFRS accounting requires that deferred tax is recognised on the
difference between, the cost of properties, including applicable
03
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
CHAIRMAN’S STATEMENT CONTINUED
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 the 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 £3.07m
(2022: £3.44m) equivalent to £2.91 (2022: £3.18) per share
calculated using a tax rate of 25% (2022: 25%). This information
is provided to shareholders as an additional non-statutory
disclosure.
DIVIDEND
The Directors recommend a final dividend of 16.0p per share
(2022: 15.0p) making a total dividend for the year of 22.0p
(2022: 20.5p), an increase of 7.3%. The final dividend will be
paid on 2 February 2024 to shareholders on the register at 19
January 2024.
THE PROPERTY PORTFOLIO
The Group, including Campmoss, continues to concentrate its
property activities in the Thames Valley, primarily 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 11.
During the year the Company completed a number of new
lettings in Maidenhead whilst progressing development plans at
Windsor.
The Campmoss group property portfolio is predominantly let
reflecting an active management policy. At The Priory, Stomp
Road, Burnham a planning permission was granted for a new
75-bedroom care home whilst retaining the existing business
centre. As mentioned earlier a number of opportunities are
being considered. The current value of The Priory has been
increased to £4.9m (2002: £4.3m).
The Groups property portfolio (including Campmoss) contains
43% retail, 7% business units, 13% residential and 37% offices
(by value).
During the year, the Group investigated a number of
acquisitions in the Thames Valley but in view of the uncertain
market and economic conditions asking prices were considered
to be unviable and therefore no purchases took place.
FOCUS ON ESG
The Group has a strategy of providing our tenants with
environmentally sustainable and energy efficient and functional
buildings when possible bearing in mind physical and financial
constraints.
A large part of our property portfolio is relatively new having
been developed by the Group within the last ten years. Where
refurbishment has taken place the management team have
given thought to all aspects of ESG together with related Health
and Safety issues and implemented where viable and possible.
In respect of current planning applications design emphasis has
been given towards sustainability and green policies as well
as being energy efficient. Our aim is to create a good working
environment and achieving a BREEAM rating of very good.
We continue to consider how the business can contribute
towards the government policy of achieving a net zero
economy. Due to the size of the business the amount of
carbon emissions is very much limited however we continue to
monitor and take appropriate action to reduce our impact on the
climate.
The Company has included in this Annual Report climate-
related financial disclosures consistent with the TCFD’s
recommendations and eleven recommended disclosures as
required by LR 9.8.6 R (8). These can be found on pages 9 to 11.
QUOTED INVESTMENTS
The Company retains a small portfolio of quoted short-term
retail bonds and equity investments with the former providing
an income stream. The value has marginally decreased over
the year and with the Retail Bond holdings approaching their
maturity dates the proceeds when reinvested should attract a
higher rate of return.
The quoted equity investments include Aquila Services Group
plc (the UK’s largest affordable housing consultancy group) and
Galileo Resources plc (a mining exploration company). I remain
a Non-Executive Director of both quoted companies.
RELATIONSHIP AGREEMENT
The Company has in place a legally binding relationship
agreement with myself, its controlling shareholder, to address
the requirements of LR9.2.2AD of the Listing Rules.
MANAGEMENT AND TEAM
The Group’s policy of close liaison with its tenants has been
very challenging and I therefore wish to take this opportunity
to thank all members of our small property team and our Joint
Venture partners for their support and achievements during the
year.
OUTLOOK
The prospect of high interest rates remaining over the next few
years and the political and current economic uncertainty will
inevitably limit any sustained recovery in the property market.
The Thames Valley continues to retain its prime location status
and should benefit from any recovery in the sector. There are
many factors that will determine the direction of the property
market over the next financial year, and I look forward to
reporting further progress at the half year stage
J. Richard Wollenberg
Chairman
29 November 2023
26925 30 November 2023 11:21 am Proof 4
04
STRATEGIC REPORT
The Directors present their Strategic Report on the Group for
the year ended 30 September 2023.
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
£22.9m. 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:
2023
£’000
2022
£’000
Cardiff Group
Investment properties 5,655 5,985
Own use freehold property 290 300
Inventory 715 694
6,660 6,979
Campmoss Group
Investment properties 13,206 12,336
Inventory 2,999 2,999
16,205 15,335
Total 22,865 22,314
THE CARDIFF PROPERTY PLC PORTFOLIO
The Windsor Business Centre, Windsor, comprises four
business units all let on short term leases. Planning
Permission is being renewed 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:
2023
£’000
2022
£’000
Revenue 1,233 18,623
Cost of sales (1,329) (16,908)
Other income 271 248
Admin expenses (170) (192)
Surplus on fair value movement
of investment properties 725 350
Net interest 455 111
Profit before tax 1,185 2,232
Tax (82) (408)
Profit after tax 1,103 1,824
Total comprehensive income for
the year 1,103 1,824
Dividends (4,200) (6,300)
Net assets 25,794 28,891
CAMPMOSS GROUP PORTFOLIO
Britannia Wharf, Woking, all 52 apartments were sold during
the prior 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. All 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.
05
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
STRATEGIC REPORT CONTINUED
ANALYSIS OF GROUP PROPERTY PORTFOLIO
By Capital Value (%)
(including property held in Inventory)
13
43
37
7
By Capital Value (%)
(excluding property held in Inventory)
51
43
6
By Rental Income (%)
(excluding property held in Inventory)
57
36
6
1
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. A
residential or care home 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 £16.2m (2022: £15.3m). This figure includes property
held for re-sale which is valued at the lower of cost or net
realisable value.
Total revenue for the Campmoss Group for the year amounted
to £1.2m (2022: £18.6m) representing £nil property sales
(2022: £17.5m) and gross rental income £1.2m (2022: £1.1m).
During the year Campmoss paid a dividend of £4.2m (2022:
£6.3m) 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 (2022: £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;
• Cybercrime risk;
• Geopolitical risks;
• Reputation risk; and
• Legal and regulatory risk.
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.
26925 30 November 2023 11:21 am Proof 4
06
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
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
2023 22.00 28.44 1,262 104.62
Common with many businesses cybercrime risk has become a greater focus of the business and external consultants and staff
training are undertaken to minimise the evolving risk.
Geopolitical risks, for example the Ukraine Russia conflict, can have a significant impact on financial markets, this risk is
mitigated as far as possible by maintaining cash balances that enable the Company to continue to repurchase own shares and
minimising the equity investments held, currently 2.6% of net assets.
Reputational risks including ethics and integrity, cyber security and quality of service are considered in all aspects of the Group’s
business and actions taken to mitigate risks where possible through decision making in respect of development partners, and
liaison with tenants.
Legal and regulatory risks specific to the industry are mitigated where possible by keeping up to date with changing
requirements and use of external experts where applicable.
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.
The effectiveness of the Group’s strategy is reflected in its performance over recent years. In the three years to 30 September
2022 net assets per share increased 20.6% from £22.85p per share to £27.56p per share, with a further increase of 3.2%
to £28.44 at 30 September 2023. The Group benefits from substantial cash deposits and ongoing profitability. The interim
and proposed final dividend increased from 17.10p per share to 20.50p per share over the period from September 2019 to
September 2022 and, for the current year, the interim and proposed final dividend has been increased by 7.3% to 22.0p
per share.
07
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
STRATEGIC REPORT CONTINUED
CONSOLIDATED FIVE YEAR SUMMARY
2023 2022 2021
2020
Restated 2019
Income statement items
Revenue being gross rental income £’000 662 703 596 650 647
Profit before taxation £’000 1,262 2,697 1,259 1,940 1,653
Dividends paid and proposed in respect
of the year
(1)
£’000 232 210 211 2 11 212
Dividend cover
(2)
times 5.4 12.8 6.0 9.2 7. 8
Dividend per share
(3)
pence 22.0 20.5 18.5 1 7. 6 1 7. 1
Earnings per share
(4)
pence 104.62 218.23 91.91 146.7 123.1
Balance sheet items
Total assets £’000 30,919 30,956 29,656 29,944 29,096
Total liabilities £’000 (944) (1,144) (1,214) (864) (753)
Net assets £’000 29,975 29,812 28,442 29,080 28,343
Number of shares in issue at 30 September ‘000 1,054 1,082 1,116 1,195 1,240
Net assets per share attributable to
shareholders
(5)
£ 28.44 27.56 25.49 24.35 22.85
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.
Revenue, being gross rents receivable, amounted to £662,000 (2022: £703,000).
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 a decrease in the value of the Group’s commercial
portfolio of £332,000 (2022: £299,000 increase). 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,
c) the need to foster the company’s business relationships 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.
STRATEGIC REPORT CONTINUED
26925 30 November 2023 11:21 am Proof 4
08
STRATEGIC REPORT CONTINUED
• 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 6 employees including the Directors,
so the remaining employees’ views are sought as the team
has a very close working relationship. The gender of the
directors are two male, one female with the three employees
all being female.
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.
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 directors understand the significant importance investors,
regulators and other users of corporate reporting place on
climate and sustainability and have therefore been transparent
in disclosing relevant information such that users of our annual
report can make decisions about risks and opportunities
related to climate change.
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 the
four pillars of Governance, Strategy, Risk Management and
Metrics & Targets and their applicability to the Group.
The Company has included in this Annual Report climate-
related financial disclosures consistent with the Task
Force on Climate-related Financial Disclosures (TCFD)
recommendations and eleven recommended disclosures in
accordance with LR 9.8.6 R (8). These can be found below.
The Board has considered the FRC 23 July 2023 published
review of TCFD disclosures, focusing on climate-related
metrics and targets. The Group acknowledges the FRC’s
desire to see concrete action plans and milestones rather
than generic disclosures without a clear path to achieving
emissions targets.
The TCFD has fulfilled its remit and disbanded concurrent with
the release of its 2023 status report on 12 October 2023. The
Financial Stability Board (FSB) has asked the IFRS Foundation
to take over the monitoring of the progress of companies’
climate-related disclosures which the Company will follow
going forward.
Governance
a) Disclose the organisation’s governance around climate-
related risks and opportunities.
The Board aims to act responsibly in understanding initiatives
that lower carbon emissions across the portfolio. Due to
the size of the Company and having only three directors a
separate risk committee has not been established but the
need for one will be kept under review.
STRATEGIC REPORT CONTINUED
09
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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. There are only two other
employees other than directors, but both have been engaged
and understand the Group’s strategy in respect of climate-
related risks and opportunities. Due to the size of the Group
the board have not delegated any responsibility for climate
related risks to staff due to the inherent importance and
evolving landscape.
Training and capabilities for both Directors and staff are
recognised as being important and relevant training courses as
well as the use of external consultants is under consideration.
Strategy
a) 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 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. In respect of current
planning applications design emphasis has been given towards
sustainability and green policies as well as being energy
efficient creating a good working environment and working
towards achieving a BREEAM rating of at least very good.
Since April 2023, it has been 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. This
requirement was extended to include both new and existing
commercial leases. A full review of the property portfolio
is being undertaken and updated EPCs are being obtained
where necessary. The Directors consider the impact of any
improvement needed will be both medium term and medium
cost across portfolio.
b) Describe the impact of climate-related risks and
opportunities on the company’s businesses, strategy, and
financial planning.
The main risks and opportunities due to climate-related
risks are in respect of the existing property portfolio and any
developments including those of our Joint Venture partner.
The Chairman and director of out Joint Venture considers
any changes in climate-related regulations and implications
for the property portfolio. For the Company the development
opportunity is limited to the Windsor Business Centre where
any new development scheme would factor in appropriate
costs. Planning regulations, building regulations and contracting
partners would help ensure that compliance was achieved. In
respect of current planning applications for the Group which
includes Highways House, The Priory and Windsor Business
Centre design emphasis has been given towards sustainability
and green policies as well as being energy efficient creating a
good working environment and working towards achieving a
BREEAM rating of at least very good.
Sustainability
aspirations Topic area Goals Progress
Achieve carbon
neutrality 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.
There were no changes in suppliers during the year
ended 30 September 2023. Any changes in suppliers
will involve completion of a supplier questionnaire
including climate related risks as appropriate.
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.
STRATEGIC REPORT CONTINUED
26925 30 November 2023 11:21 am Proof 4
10
STRATEGIC REPORT CONTINUED
Sustainability
aspirations Topic area Goals Progress
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.
For properties under management and new build changing
climate scenarios are considered as part of risk management
and where possible included in our strategy.
Requirement for insurance including a 2°C or lower scenarios
has been discussed with the Company’s insurance broker but
is either not available or is deemed cost prohibitive.
The Directors have assessed the Group against various
climate scenarios but consider any material changes will
be long term given the limited size of the portfolio and
the majority of our property is relatively new having been
developed by the Group within the last ten years. Where
refurbishment has taken place the management team have
given thought to all aspects of ESG together with Health and
Safety matters and implemented where viable and possible.
Risk Management
a) Describe the company’s processes for identifying and
assessing climate-related risks.
The Company’s processes include the following:
• 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 climate related risks are not
considered material. The business will respond to each risk
identified as the Board considers appropriate.
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
company’s overall risk management.
Due to the size of the business climate related risks are not
considered material. The business will respond to each risk
identified as the Board considers appropriate.
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.
The board is considering a proposal by a third party to assess
the ESG reporting requirements applicable to the company
and develop appropriate metrics.
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
The Group recognise the revised disclosure of Scope 1 and
Scope 2 GHG emissions to be independent of a materiality
assessment and the revision to encourage disclosure of
Scope 3 GHG emissions. As asset owners and managers, the
Group notes disclosure recommendations in respect of GHG
but notes that its scope 1 and 2 emissions are significantly
below the 40 MWh threshold for other statutory reporting
requirements and therefore sees no material need to provide
this disclosure.
c) Describe the targets used by the company to manage
climate-related risks and opportunities and performance
against targets.
The Company is committed to acting responsibly in managing
climate related risks and opportunities appropriate to the
Company’s property portfolio. As noted above the Group’s
energy consumption is significantly below statutory reporting
thresholds and therefore the board has not established
definitive reduction targets. The board will maintain a watching
brief on this area.
J Richard Wollenberg
Chairman
29 November 2023
11
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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
REGISTERED NUMBER
00022705
AUDITOR
MHA
Statutory Auditor
Building 4, Foundation Park, Roxborough Way,
Maidenhead, SL6 3UD
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 75)
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 51)
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 73)
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 73)
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.
26925 30 November 2023 11:21 am Proof 4
12
REPORT OF THE DIRECTORS
The Directors submit their annual report and the audited
financial statements for the year ended 30 September 2023.
RESULTS
The results of the Group for the year are set out in the audited
financial statements on pages 29 to 51.
DIVIDENDS
The Directors recommend a final dividend for the year of
16.0p per share (2022: 15.0p) payable on 2 February 2024.
The total dividend paid and proposed in respect of the year,
including the interim dividend of 6.0p (2022: 5.5p) per share,
amounts to 22.0p per share (2022: 20.5p).
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 11.
A description of corporate social responsibility activities is
included in the Strategic Report on page 9. 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 49.
BUSINESS REVIEW
See Strategic Report on pages 5 to 11.
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
and The Priory, Burnham, now that planning has been granted
and will continue to try to secure planning at Colliers Way,
Tilehurst. The Group does not currently nor intend to carry out
research and development activities in the future.
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 ratingand
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,
J R Wollenberg 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
2023
Beneficial
At 30
September
2023
Beneficial
K L Chandler 100 100
N D Jamieson 1,500 1,500
J R Wollenberg 618,838 584,768
The increase in JR Wollenberg’s shareholding in the year of
34,070 above are held by connected persons.
There were no changes in the Directors’ shareholdings as
stated above between 1 October 2023 and 29 November 2023.
At 30 September 2023 J Richard Wollenberg held 25,000
(2022: 25,000) ordinary shares of £1 each in Campmoss
Property Company Limited, a Joint Venture, representing
2.38% (2022: 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 2023 (2022: nil).
SUBSTANTIAL SHAREHOLDINGS
Other than J. Richard Wollenberg referred to above who with
his family holds 58.7% (2022: 54.06%), the Company has
not been notified of any holdings of 3% or more in the share
capital of the Company at 29 November 2023.
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.
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
13
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
REPORT OF THE DIRECTORS CONTINUED
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 £10,538, representing
5% of the present issued ordinary share capital of the
Company.
PURCHASE OF OWN SHARES
At the Annual General Meeting held on 19 January 2023,
authority was renewed empowering your Directors to make
market purchases of up to 162,160 of the Company’s own
ordinary shares of 20p each. Under that authority, your
Directors made market purchases of 27,977 shares (nominal
value of £0.20 per share, total nominal value of £5,595)
representing 2.6% of the issued share capital at 19 January
2023. These shares were purchased to enhance shareholder
value and were purchased for an aggregate value of £679,000
(including stamp duty and charges) and cancelled. The number
of shares in issue following these transactions was 1,053,810.
The existing authority for the Company to purchase its own
shares expires at the conclusion of the Annual General
Meeting to be held on 18 January 2024. 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 [••] authorising the Directors to purchase up to 157,966
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 2025 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
Neither the Company or any subsidiary made any donations to
a registered political party, other political organisation in the UK
or any independent election candidate during this year or last.
AUDITOR
In accordance with Section 489 of the Companies Act 2006, a
resolution proposing that MHA be re-appointed as auditor 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
29 November 2023
26925 30 November 2023 11:21 am Proof 4
14
CORPORATE GOVERNANCE
The Board is committed to maintaining appropriate standards
of corporate governance.
The Board has had a strategy in place for a number of years.
It meets regularly to review specific elements of its strategy
ensuring it remains appropriate and is endorsed by the Board
as a whole both in terms of its approach to investments and
more widely in terms of its culture and in particular ensuring
the directors act with integrity and promote the desired
culture to the rest of the team.
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%)
which is below the 40% target set by the FCA. The Finance
Director is female however none of the board are from an
ethnic minority group. Should a change in board be considered
appropriate increasing the female representation and meeting
the ethnic minority recommendations would be reviewed but
with only three directors and one being female the current mix
is considered appropriate.
All of the three other 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 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 2
KL Chandler 5 2 2
ND Jamieson 5 2 2
Total meetings held 5 2 2
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
haspreviouslyconcludedthatdue to the size of theGroupan
internal audit function is not required.This remains the view
of the Audit Committee,but thisdecisionwill continue be
reviewed at least annually.
Evaluation of external auditor and consideration of key findings
MHA were appointed as auditors with effect from 4 May
2023 and this is therefore their first year of appointment.
The assessment of the independence and effectiveness
of the external audit process and the approach taken to
the appointment of the external auditors was carried out
by the audit committee through an interview process and
recommendations from other sources. The further evaluation
of the audit process is described below.
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 Order 2014
and as a PIE will change auditor at least once every ten years.
The Audit Committee meets with the auditor at least twice
during the year. 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.
15
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
CORPORATE GOVERNANCE CONTINUED
The Audit Committee also considers auditor independence
and, in doing sohas 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 2023.
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 twice 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 30 November 2023 11:21 am Proof 4
16
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;
• 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 2023, the Cardiff Group had cash balances of
£0.4m and a further £10.4m term deposits (generally with
maturity dates of 95 days), in addition the Company has
investments of £0.8m of which £0.7m 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 2023, of £6.5m
and a further £4.7m 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
29 November 2023
17
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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
2022 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 3.2% (2022:
8.1%). 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% (2022:
20%) of salary and bonuses, which for the year to 30
September 2023 he elected to take as salary. Additionally
the remuneration committee approved a one off pension
contribution for J R Wollenberg of £22,000 during the year.
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 30 November 2023 11:21 am Proof 4
18
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.
70
90
110
130
150
170
190
CDFF Total Return
Source: Datastream
FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return
10/25/2016
12/14/2016
02/02/2017
03/24/2017
05/15/2017
07/04/2017
08/23/2017
10/12/2017
12/01/2017
01/22/2018
03/13/2018
05/02/2018
06/21/2018
08/10/2018
10/01/2018
11/20/2018
01/09/2019
02/28/2019
04/19/2019
06/10/2019
07/30/2019
09/18/2019
11/07/2019
12/27/2019
02/17/2020
04/07/2020
05/27/2020
07/16/2020
09/04/2020
10/26/2020
12/15/2020
02/03/2021
03/25/2021
05/14/2021
07/05/2021
08/24/2021
10/13/2021
12/02/2021
01/21/2022
03/14/2022
05/03/2022
06/22/2022
08/11/2022
09/30/2022
11/21/2022
01/10/2023
03/01/2023
04/20/2023
06/09/2023
07/31/2023
09/19/2023
Nigel D Jamieson
Karen L Chandler
J Richard Wollenberg
0
100
£’000
200 300
Maximum remuneration
Expected remuneration
Minimum remuneration
MAXIMUM, MINIMUM AND EXPECTED DIRECTOR
REMUNERATION (£’000)
19
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
REMUNERATION REPORT CONTINUED
The remuneration paid to all employees, dividends paid, and purchase of own shares were as follows:
2023
£’000
2022
£’000 % change
Total employee costs 419 392 6.9%
Dividends 225 210 7.1%
Purchase of own shares 679 791 (14.2%)
Total remuneration 2023 2022 2021 2020 2019 2018
2022
to
2023
2021
to
2022
2020
to
2021
2019
to
2020
2018
to
2019
Percentage
change over
5 years
J R Wollenberg 200 195 184 190 182 177 3% 6% -3% 4% 3% 13%
Karen Chandler 72 69 66 65 62 59 4% 5% 2% 5% 5% 22%
Nigel Jamieson 12 12 12 12 12 12 0% 0% – – – 0%
Total employee costs 441 392 390 382 372 401 13% 1% 2% 3% -7% 10%
Average number of
employees 2 2 2 2.75 3 3
DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)
The total remuneration (including pension contributions) paid to the Chief Executive Officer was £200,000 (2022: £195,000)
representing a 2.6% 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 £260,000. There are no
longer term incentives in place for any of the directors.
The emoluments of the Directors were as follows:
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2023
£’000
As Executives
J R Wollenberg 141 11 26 22 200
K L Chandler 67 3 – 2 72
208 14 26 22 272
As Non-Executive
N D Jamieson 12 – – – 12
220 14 26 24 284
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
26925 30 November 2023 11:21 am Proof 4
20
REMUNERATION REPORT CONTINUED
Percentage change 2022 to 2023
Salary
%
Bonus
%
Benefits
%
Pension
%
Total
%
As Executives
J R Wollenberg – (62.1) 4.0 100.0 2.6
K L Chandler 4.7 – – – 4.3
1.5 (56.3) 4.0 1,100.0 3.0
As Non-Executive
N D Jamieson – – – – –
1.4 (56.3) 4.0 1,100.0 2.9
The above table includes bonuses, which are based on the
results for the year to 30 September 2023 and are payable in
December 2023, see page 18 for details of bonus calculation.
Bonuses of £29,000 for J R Wollenberg and £3,000 for K L
Chandler in respect of the year to 30 September 2022 were
paid in December 2022. J R Wollenberg’s salary includes
£24,000 of pension contribution entitlement which was
elected to be taken as salary.
2023
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage
of maximum
%
Executive Directors
J R Wollenberg 11 71 15.5
K L Chandler 3 34 8.8
14 105 13.3
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
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 (2022:
£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. There have been no payments to past
directors or payments for loss of office (2022: £nil).
Director’s remuneration for the year to 30 September 2024 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.
Should a change in executive directors take place principle B.2
of the UK Corporate Governance Code would be followed.
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 Remuneration 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 18 January 2023, 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 29
November 2023 and signed on its behalf by:
Nigel D Jamieson BSc, FCSI
Chairman of the Remuneration Committee
21
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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
29 November 2023
26925 30 November 2023 11:21 am Proof 4
22
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF THE CARDIFF PROPERTY PLC
For the purpose of this report, the terms “we” and “our”
denote MHA in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of The Cardiff Property Plc. For the purposes of
the table on page 24 that sets out the key audit matters
and how our audit addressed the key audit matters, the
terms “we” and “our” refer to MHA. The Group financial
statements, as defined below, consolidate the accounts of
The Cardiff Property Plc and its subsidiaries (the “Group”).
The “Parent Company” is defined as The Cardiff Property
Plc, as an individual entity. The relevant legislation governing
the Company is the United Kingdom Companies Act 2006
(“Companies Act 2006”).
OPINION
We have audited the financial statements of The Cardiff
Property Plc for the year ended 30 September 2023.
The financial statements that we have audited comprise:
• the Consolidated Income Statement
• the Consolidated Statement of Comprehensive Income
• the Consolidated Balance Sheet
• the Consolidated Cash Flow Statement
• the Consolidated Statement of Changes in Equity
• Notes 1 to 26 to the consolidated financial statements,
including significant accounting policies
• the Company Balance Sheet
• the Company Statement of Changes in Equity and
• Notes 27 to 35 to the company financial statements,
including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the group’s financial statements is applicable
law and UK adopted international accounting standards
(‘UK-adopted IASs‘). The financial reporting framework that
has been applied in the preparation of the parent company
financial statements is applicable law and United Kingdom
Accounting Standards, including Financial Reporting Standard
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 2023 and
of the Group’s profit for the year then ended;
• the Group financial statements have been properly
prepared in accordance with UK-adopted IASs;
• the parent company financial statements have been
properly prepared in accordance with UK Generally
Accepted Accounting Practice; and
• have been prepared in accordance with the requirements
of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit
Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor’s Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our ethical
responsibilities in accordance with those 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 Directors’ use of the going basis of accounting in the
preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s
and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
• The consideration of inherent risks to the Group’s and
the Parent Company’s operations and specifically their
business model.
• The evaluation of how those risks might impact on the
available financial resources.
• Liquidity considerations including examination of cash flow
projections at Group and Parent Company level.
• The evaluation of the base case scenarios and stress
scenarios, in respect of the Group and the Parent
Company, and the respective sensitivities and rationale.
• Viability assessments at Group and Parent Company
levels, including consideration of reserve levels and
business plans.
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 and 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 Group’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 company’s 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.
23
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
INDEPENDENT AUDITOR’S REPORT CONTINUED
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and
its environment, including the Group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override of
internal controls, including assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2023 2022
Group £599k £294k 2% (2021: 1% of gross assets) of net assets
Parent Company £322k £237k 2% (2021: 1% of gross assets) of net assets
Key audit matters
Recurring • Carrying value of investment properties (Group and Parent Company)
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Carrying Value of Investment Properties
Key audit matter
description
The group and parent company generates returns principally through the development and rental of
residential and commercial properties. These properties are accounted for using IAS 40’s fair value
model. Property valuations are relatively complex management estimates which include a significant
amount of judgement on the part of the directors and their third-party valuation experts.
How the scope of our
audit responded to the
key audit matter
We obtained and reviewed the valuations prepared by the Directors and their appointed expert
valuers noting the methodology used for those valuations and the inputs into these estimates.
We assessed whether the approach used by the directors to determine the fair value of investment
properties were consistent with the requirements of IFRS 13.
We considered the expertise and experience of the management experts to ensure they were
suitable for the purpose intended by management.
We engaged our own auditor’s expert to determine whether the approach used by the directors and
their experts were consistent with accepted practice given the size, location and intended usage of
those properties.
In accordance with ISA 620, we have evaluated the adequacy of the Auditor’s experts work to ensure
that they have the capabilities to complete the work and that the work undertaken is adequate and
that the conclusions are reasonable based on the findings.
We used our specialised experience in the construction and real estate sector to challenge the
assumptions and inputs and the key judgements made by the directors. Their management experts
and our engaged auditor’s experts.
These challenges were addressed through discussion and a review of the evidence that both
supported or contradicted the relevant judgements.
We maintained a level of professional scepticism throughout our review of the valuations
We confirmed that the valuations were appropriately reflected in the group financial statements and
that fair value gains and losses were recognised in accordance with the requirements of IAS 40.
We also confirmed that appropriate disclosures in respect of the valuations were included in the
financial statements
Key observations
communicated to
the Group’s Audit
Committee
Based on the results of our audit procedures we are satisfied that the valuation of investment
properties were reasonable that the measurement and presentation is consistent with the
requirements of IAS 40 and IFRS 13.
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24
INDEPENDENT AUDITOR’S REPORT CONTINUED
Our application of materiality
Our definition of materiality considers the value of error
or omission on the financial statements that, individually
or in aggregate, would change or influence the economic
decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will
not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole. Materiality
is used in planning the scope of our work, executing that work
and evaluating the results.
Materiality in respect of the Group was set at £599,493
(2021: £294,000) which was determined on the basis of 2%
(2021: 1% of Group’s gross assets) of the Group’s net assets.
Materiality in respect of the Parent Company was set at
£322,419 (2021: £137,000), determined on the basis of 2%
(2021: 1% of Group’s gross assets) of the Parent Company’s
net assets. Net assets were deemed to be the appropriate
benchmark for the calculation of materiality as this is a key
area of the financial statements because this is the metric
by which the performance and risk exposure of the Group
is principally assessed. In our opinion this is therefore the
benchmark with which the users of the financial statements
are principally concerned].
Performance materiality is the application of materiality at
the individual account or balance level, set at an amount to
reduce, to an appropriately low level, the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £359,696
(2021: £205,800) and at £193,451 (2021: £95,900) for the
Parent Company which represents 60% (2021: 70%) of the
above materiality levels.
The determination of performance materiality reflects
our assessment of the risk of undetected errors existing,
the nature of the systems and controls and the level of
misstatements arising in previous audits.
We agreed to report any corrected or uncorrected
adjustments exceeding £29,975 and £16,121 in respect of
the Group and Parent Company respectively to the Audit
Committee well as differences below this threshold that in
our view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent
Company audits
Our assessment of audit risk, evaluation of materiality and
our determination of performance materiality sets our audit
scope for each company within the Group. Taken together, this
enables us to form an opinion on the consolidated financial
statements. This assessment takes into account the size, risk
profile, organisation / distribution and effectiveness of group-
wide controls, changes in the business environment and other
factors such as recent internal audit results when assessing
the level of work to be performed at each component.
In assessing the risk of material misstatement to the
consolidated financial statements, and to ensure we had
adequate quantitative and qualitative coverage of significant
accounts in the consolidated financial statements, of the
5 reporting components of the group, we identified 5
components in the UK which represent the principal business
units within the Group.
Full scope audits - Of the 5 components selected, audits of
the complete financial information of 5 components were
undertaken, these entities were selected based upon their
size or risk characteristics and the requirement for a statutory
audit that was completed by the Group Auditor for all entities.
As such, the group audit has provided coverage to 100%
of the group revenue, profit and loss for the year and total
assets.
The control environment
We evaluated the design and implementation of those internal
controls of the Group, including the Parent Company, which
are relevant to our audit, such as those relating to the financial
reporting cycle.
The control environment
In planning our audit and gaining an understanding of the
Group and Parent Company, we considered the potential
impact of climate-related risks on the business and its
financial statements. We obtained management’s climate-
related risk assessment, along with relevant documentation
relating to management’s assessment and held discussions
with management to understand their process for identifying
and assessing those risks.
We then engaged internal specialists to assess, amongst
other factors, the benchmarks used by management, the
nature of the company’s business activities, its processes and
the geographic distribution of its activities.
We specifically considered the size of the business and the
limited risks and opportunities relating to climate and the
Board’s plans to enhance its governance in this area.
We critically reviewed management’s assessment and
challenged the assumptions underlying their assessment. We
also designed our audit procedures to specifically consider
the Directors plans and specifically reviewed the disclosures
made by the directors of their approach to compliance with
the Task Force on Climate-related Financial Disclosures
(TCFD).
REPORTING ON OTHER INFORMATION
The other information comprises the information included
in the annual report other than the financial statements and
our auditor’s report thereon. The directors are responsible
for the other information contained within the annual report.
Our opinion on the financial statements does not cover
25
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
INDEPENDENT AUDITOR’S REPORT CONTINUED
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the
other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
STRATEGIC REPORT AND DIRECTORS REPORT
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group
and the Parent Company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
DIRECTORS’ REMUNERATION REPORT
Those aspects of the director’s remuneration report which are
required to be audited have been prepared in accordance with
applicable legal requirements.
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 entity’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 and our knowledge obtained during
the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting;
• Directors’ explanation as to its assessment of the group’s
prospects, the period this assessment covers and why the
period is appropriate;
• Director’s statement on whether it has a reasonable
expectation that the group will be able to continue in
operation and meets its liabilities;
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
• Section of the annual report that describes the review
of effectiveness of risk management and internal control
systems; and
• Section describing the work of the audit committee.
OPINIONS ON OTHER MATTERS PRESCRIBED BY THE COMPANIES
ACT 2006
In our opinion, based on the work undertaken in the course of
the audit:
• the information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 in the Disclosure
Rules and Transparency Rules sourcebook made by the
Financial Conduct Authority (the FCA Rules), is consistent
with the financial statements and has been prepared in
accordance with applicable legal requirements; and
• information about the Group and Parent Company’s
corporate governance code and practices and about its
administrative, management and supervisory bodies and
their committees complies with rules 7.2.2, 7.2.3 and 7.2.7
of the FCA Rules.
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 information about internal control and risk
management systems in relation to financial reporting
processes and about share capital structures, given in
compliance with rules 7.2.5 and 7.2.6 of the FCA Rules.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
parent company, or returns adequate for our audit have not
been received by branches not visited by us; or
• the parent company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by
law are not made; or
• the part of the directors’ remuneration report to be audited
is not in agreement with the accounting records and
returns; or
• we have not received all the information and explanations
we require for our audit; or
• a corporate governance statement has not been prepared
by the Parent Company.
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26
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or Parent Company or to cease
operations, or have no realistic alternative but to do so.
AUDITOR RESPONSIBILITIES FOR THE AUDIT OF THE
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
A further description of our responsibilities for the financial
statements is located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities . This description forms part of our
auditor’s report.
Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide reasonable
assurance that the financial statements were free from fraud
or error. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from
events and transactions reflected in the financial statements,
the less likely we would become aware of it.
Identifying and assessing potential risks arising from
irregularities, including fraud
The extent of the procedures undertaken to identify and
assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
• We considered the nature of the industry and sector the
control environment, business performance including
remuneration policies and the Group and Parent
Company’s own risk assessment that irregularities
might occur as a result of fraud or error. From our sector
experience and through discussion with the directors,
we obtained an understanding of the legal and regulatory
frameworks applicable to the Group focusing on laws and
regulations that could reasonably be expected to have a
direct material effect on the financial statements.
• We enquired of the directors and management concerning
the Group and Parent’s policies and procedures relating to:
− identifying, evaluating and complying with the laws
and regulations and whether they were aware of any
instances of non-compliance;
− detecting and responding to the risks of fraud
and whether they had any knowledge of actual or
suspected fraud; and
− the internal controls established to mitigate risks
related to fraud or non-compliance with laws and
regulations.
• We assessed the susceptibility of the financial statements
to material misstatement, including how fraud might occur
by evaluating management’s incentives and opportunities
for manipulation of the financial statements. This included
utilising the spectrum of inherent risk and an evaluation of
the risk of management override of controls.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through
our review of the minutes of the Group’s and the Parent
Company’s audit committee meetings, inspection of legal
and [regulatory correspondence and correspondences
from the regulators the FCA;
• audit procedures performed by the engagement team in
connection with the risks identified included:
− reviewing financial statement disclosures and testing
to supporting documentation to assess compliance
with applicable laws and regulations expected to have
a direct impact on the financial statements.
− testing journal entries, including those processed late
for financial statements preparation, those posted
by infrequent or unexpected users, those posted to
unusual account combinations;
− evaluating the business rationale of significant
transactions outside the normal course of business,
and reviewing accounting estimates for bias;
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
− enquiry of management around actual and potential
litigation and claims.
− challenging the assumptions and judgements made by
management in its significant accounting estimates,
in particular those relating to the determination of the
carrying value of investment properties as reported in
the key audit matter section of our report; and
− obtaining confirmations from third parties to confirm
existence of a sample of transactions and balances
• we communicated relevant laws and regulations and
potential fraud risks to all engagement team members,
including experts, and remained alert to any indications
of fraud or non-compliance with laws and regulations
throughout the audit.
OTHER REQUIREMENTS
We were appointed by the Directors on 26th March 2023. The
period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 1 years.
We did not provide any non-audit services which are
prohibited by the FRC’s Ethical Standard to the Group or the
Parent Company, and we remain independent of the Group
and the Parent Company in conducting our audit.
USE OF OUR REPORT
This report is made solely to the Parent Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single
Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in
accordance with the ESEF Regulatory Technical Standard
((‘ESEF RTS’). This auditor’s report provides no assurance over
whether the annual financial report has been prepared using
the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
29 November 2023
MHA is the trading name of MacIntyre Hudson LLP, a limited
liability partnership in England and Wales (registered number
OC312313)
26925 30 November 2023 11:21 am Proof 4
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Notes
| 2023 | 2022 | ||
| £’000 | £’000 | ||
Revenue | 4 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Other operating income | 5 | ||
Operating profit before fair value movement on investment properties | 6 | ||
Fair value (loss)/gain on investment properties | 13 | ( | |
Operating profit | |||
Financial income | 7 | ||
Financial expense | 7 | ( | ( |
Profit on sale of investment properties | |||
Profit on the sale of investments | |||
Share of profit of Joint Venture | 15 | ||
Profit before taxation | 4–9 | ||
Taxation | 10 | ( | ( |
Profit for the financial year attributable to equity Holders | |||
| Earnings per share on profit for the financial year – pence | |||
Basic and diluted | 11 | ||
| Dividends | |||
Final 2022 paid | |||
Interim 2023 paid | |||
Final 2023 proposed |
These results relate entirely to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Notes
| 2023 | 2022 | ||
| £’000 | £’000 | ||
Profit for the financial year | |||
| Items that cannot be reclassified subsequently to profit or loss | |||
Net change in fair value of other properties | 14 | ( | |
Net change in fair value of investments at fair value through comprehensive income | 15 | ( | ( |
| Total comprehensive income and expense for the year attributable to the equity | |||
holders of the Parent Company |
29
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2023
CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 2023
| 2023 | 2023 | 2022 | 2022 | ||
| Notes | £’000 | £’000 | £’000 | £’000 | |
| Non-current assets | |||||
Freehold investment properties | 13 | ||||
Property, plant, and equipment | 14 | ||||
Right of use asset | 14 | ||||
Investment in Joint Venture | 15 | ||||
Other financial assets | 15 | ||||
| Current assets | |||||
Inventory and work in progress | 16 | ||||
Trade and other receivables | 17 | ||||
Term deposits | |||||
Cash and cash equivalents | |||||
Total assets | |||||
| Current liabilities | |||||
Trade and other payables | 18 | ( | ( | ||
Corporation tax | ( | ( | |||
( | ( | ||||
| Non-current liabilities | |||||
Lease liability | 14 | ( | ( | ||
Deferred tax liability | 19 | ( | ( | ||
Total liabilities | ( | ( | |||
Net assets | |||||
| Equity | |||||
Called up share capital | 20 | ||||
Share premium account | |||||
Other reserves | 21 | ||||
Investment property fair value reserve | 22 | ||||
Retained earnings | |||||
Total equity | |||||
Net assets per share | 12 | £ | £ |
These financial statements were approved by the Board of Directors on 29 November 2023 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 2023
| 2023 | 2022 | |
| £’000 | £’000 | |
| Cash flows from operating activities | ||
Profit for the year | ||
| Adjustments for: | ||
Depreciation right of use assets | ||
Financial income | ( | ( |
Financial expense | ||
Profit on sale of investment property | ( | |
Profit on sale of investment | ( | |
Share of profit of Joint Venture | ( | ( |
Fair value (loss)/gain on investment properties | ( | |
Taxation | ||
Cash flows from operations before changes in working capital | ||
Acquisition of inventory and work in progress | ( | ( |
(Increase)/decrease in trade and other receivables | ( | ( |
(Decrease)/increase in trade and other payables | ( | ( |
Cash generated from operations | ||
Tax paid | ( | ( |
Net cash flows from operating activities | ||
| Cash flows from investing activities | ||
Interest received | ||
Dividend from Joint Venture | ||
Proceeds from sale of investment property | ||
Proceeds from bond redemption | ||
Acquisition of investment property, and plant and equipment | ( | ( |
Proceeds from sale of investments | ||
Increase in held term deposits | ( | ( |
Net cash flows from investing activities | ( | |
| Cash flows from financing activities | ||
Purchase of own shares | ( | ( |
Lease payments | ( | ( |
Dividends paid | ( | ( |
Net cash flows (used in)/from financing activities | ( | ( |
Net(decrease)/increase in cash and cash equivalents | ( | |
Cash and cash equivalents at beginning of year | ||
Cash and cash equivalents at end of year |
31
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
| Investment | ||||||
| Called up | Share | Other | property | |||
| share | premium | reserves | fair value | Retained | Total | |
| capital | account | (note 21) | reserve* | earnings | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 30 September 2021 | ||||||
Profit for the year | ||||||
| Other comprehensive income – revaluation | ||||||
of investments | ( | ( | ||||
| Net change in fair value of own use freehold | ||||||
property | ||||||
| Transactions with equity holders | ||||||
Dividends | ( | ( | ||||
Purchase of own shares | ( | ( | ( | |||
Total transactions with equity holders | ( | ( | ( | |||
| Fair value movements on investment | ||||||
properties – Cardiff | ( | |||||
Disposal of property – Cardiff | ( | |||||
| Fair value movements on investment | ||||||
properties – Campmoss Group | ( | |||||
At 30 September 2022 | ||||||
Profit for the year | ||||||
| Other comprehensive income – | ||||||
revaluation of investments | ( | ( | ||||
| Net change in fair value of own use | ||||||
freehold property | ( | ( | ||||
| Transactions with equity holders | ||||||
Dividends | ( | ( | ||||
Purchase of own shares | ( | ( | ( | |||
Total transactions with equity holders | ( | ( | ( | |||
| Fair value movements on investment | ||||||
properties – Cardiff | ( | |||||
| Deferred taxation on fair value movements | ||||||
on investment properties – Cardiff | ( | |||||
| Fair value movements on investment | ||||||
properties – Campmoss Group | ( | |||||
At 30 September 2023 |
* 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.
26925 30 November 2023 11:21 am Proof 4
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NOTES TO THE FINANCIAL STATEMENTS
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
26925 30 November 2023 11:21 am Proof 4
34
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
35
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
26925 30 November 2023 11:21 am Proof 4
36
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
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.
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:
1. 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
2. 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.
37
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Property | Property | 2023 | ||
| Investment | Development | Eliminations | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Rental income (wholly in the UK) | 436 | 226 | – | 662 |
Property sales | – | – | – | – |
Profit before taxation | 829 | 433 | – | 1,262 |
| Net operating assets | ||||
Assets | 28,854 | 5,246 | (3,181) | 30,919 |
Liabilities | (3,882) | (243) | 3,181 | (944) |
Net assets | 24,972 | 5,003 | – | 29,975 |
| Property | Property | 2022 | ||
| Investment | Development | Eliminations | Total | |
| £’000 | £’000 | £’000 | £’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 |
| 5 OTHER OPERATING INCOME | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Management fees receivable | 542 | 535 |
Other income | 83 | 15 |
Dividends received | 21 | 24 |
Other operating income | 646 | 5 74 |
26925 30 November 2023 11:21 am Proof 4
38
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 6 OPERATING PROFIT BEFORE FAIR VALUE MOVEMENTS ON INVESTMENT PROPERTIES | ||
| 7 FINANCIAL INCOME AND EXPENSE | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Bank and other interest receivable | 314 | 80 |
Interest payments on right to use assets | (6) | (8) |
| Number of employees | ||
2023 | 2022 | |
Management | 3 | 3 |
Administration | 2 | 2 |
5 | 5 |
| 2023 | 2022 | |
| £’000 | £’000 | |
Wages and salaries | 370 | 344 |
Social security costs | 45 | 43 |
Pension costs | 26 | 5 |
441 | 392 |
39
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Total | |||||
| Salary | Bonus | Benefits | Pension | 2023 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| As Executives | |||||
J R Wollenberg | 141 | 11 | 26 | 22 | 200 |
K L Chandler | 67 | 3 | – | 2 | 72 |
208 | 14 | 26 | 24 | 272 | |
| As Non-Executive | |||||
N D Jamieson | 12 | – | – | – | 12 |
220 | 14 | 26 | 24 | 284 | |
| Total | |||||
| Salary | Bonus | Benefits | Pension | 2022 | |
| £’000 | £’000 | £’000 | £’000 | £’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 |
26925 30 November 2023 11:21 am Proof 4
40
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 10 TAXATION | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
| Current tax | ||
UK corporation tax on the result for the year | 230 | 258 |
| Deferred tax | ||
Revaluation of investment properties | (99) | 56 |
Revaluation of investments | 17 | (23) |
Taxation (all recognised in the profit and loss account) | 148 | 291 |
| Reconciliation of effective tax rate: | 2023 | 2022 |
| £’000 | £’000 | |
| Tax reconciliation | ||
Profit before taxation | 1,262 | 2,697 |
Profit before taxation multiplied by standard rate of corporation tax in the UK of 25% (2022: 19%) | 315 | 512 |
| Effects of: | ||
Joint Venture | (131) | (165) |
Non-taxable income | 78 | (5) |
Non-deductible expenditure | 1 | 6 |
Adjustments relating to prior year | – | – |
Other timing differences | – | 33 |
Disposal of investment property | – | (27) |
Non-taxable (surplus)/deficit on fair value | (83) | (63) |
Change in tax rate | (32) | – |
Total tax expense | 148 | 291 |
| Weighted average | ||
| number of shares | ||
2023 | 2022 | |
Basic and diluted shares | 1,064,204 | 1,102,357 |
Earnings per share (p) | 104.62 | 218.23 |
41
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 12 NET ASSETS PER SHARE | ||
2023 | 2022 | |
Share in issue | 1,053,810 | 1,081,787 |
Net assets per share (£) | 28.44 | 27.56 |
| 13 FREEHOLD INVESTMENT PROPERTIES | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
| Group | ||
At beginning of year | 5,985 | 5,968 |
Additions | 2 | 38 |
Fair value movement in the year | (332) | 299 |
Disposal of investment property | – | (320) |
At end of year | 5,655 | 5,985 |
| 2023 | 2022 | |
| £’000 | £’000 | |
| Company | ||
At beginning of year | 5,970 | 5,920 |
Additions | 2 | 38 |
Fair value movement in the year | (332) | 332 |
Disposal of investment property | – | (320) |
At end of year | 5,640 | 5,970 |
26925 30 November 2023 11:21 am Proof 4
42
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Fair value using unobservable inputs (Level 3) | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Opening fair value | 5,970 | 5,920 |
Additions | 2 | 38 |
Gains and losses recognised in income statement (Fair value movement on investment properties) | (332) | 332 |
Disposal of investment property | – | (320) |
Closing fair value | 5,640 | 5,970 |
| £’000 | |
| Group and Company | |
At 30 September 2023 | 3,643 |
At 30 September 2022 | 3,641 |
| Amounts recognised in the profit and loss account | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Rental income from investment properties | 436 | 494 |
| Direct operating expenses (including repairs and maintenance) arising from investment property | ||
that generated rental income during the period | (12) | (18) |
43
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 14 PROPERTY, PLANT AND EQUIPMENT | ||||
| Own use | Fixtures, | |||
| freehold | fittings and | Motor | ||
| property | equipment | vehicles | Total | |
| Company and Group | £’000 | £’000 | £’000 | £’000 |
| Cost or valuation | ||||
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 |
Disposals | – | (6) | – | (6) |
Fair value movement | (10) | – | – | (10) |
At 30 September 2023 | 290 | 3 | 16 | 309 |
| Depreciation | ||||
At 30 September 2021 | – | 9 | 16 | 25 |
Disposals | – | – | – | – |
Charge for year | – | – | – | – |
At 30 September 2022 | – | 9 | 16 | 25 |
Disposals | – | (6) | – | (6) |
Charge for year | – | – | – | – |
At 30 September 2023 | – | 3 | 16 | 19 |
| Net book value | ||||
At 30 September 2023 | 290 | – | – | 290 |
At 30 September 2022 | 300 | – | – | 300 |
| The balance sheet shows the following amounts relating to leases: | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
| Right of use assets | ||
Land | 135 | 145 |
| Lease liabilities | ||
Current | 7 | 7 |
Non-current | 158 | 165 |
At end of year | 165 | 172 |
| 2023 | 2022 | |
| £’000 | £’000 | |
| Group and Company | ||
Due within one year | 16 | 15 |
Due within one to two years | 16 | 16 |
Due within two to five years | 48 | 47 |
Due after five years | 170 | 186 |
Total financing charges | (85) | (92) |
At end of year | 165 | 172 |
26925 30 November 2023 11:21 am Proof 4
44
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 15 INVESTMENTS | ||||
| Shares in | ||||
| joint | Unlisted | Listed | ||
| venture | investments | investments | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 30 September 2021 | 15,890 | 4 | 1,069 | 16,963 |
Net change in investments at fair value through other comprehensive income | – | – | (94) | (94) |
Disposed 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 |
Net change in investments at fair value through other comprehensive income | – | – | (37) | (37) |
Disposed during the year | – | (4) | (79) | (83) |
Share of profit of Joint Venture | 525 | – | – | 525 |
Dividend paid by Joint Venture | (2,000) | – | – | (2,000) |
At 30 September 2023 | 12,283 | – | 778 | 13,061 |
45
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| The Joint Ventures consolidated results were: | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Revenue | 1,233 | 18,623 |
Cost of sales | (1,329) | (16,908) |
Administrative expenses | (170) | (192) |
Other operating income | 271 | 248 |
Fair value movement on investment properties | 725 | 350 |
Interest receivable | 456 | 112 |
Interest payable | (1) | (1) |
Taxation on ordinary activities | (82) | (408) |
Profit after tax | 1,103 | 1,824 |
Other comprehensive income | – | – |
Total comprehensive income | 1,103 | 1,824 |
Group’s share of results of Joint Venture – 47.62% (2022: 47.62%) | 525 | 868 |
| 2023 | 2022 | |
| £’000 | £’000 | |
| Non-current assets | ||
Investment properties | 13,206 | 12,336 |
| Current assets | ||
Inventory and work in progress | 2,999 | 2,999 |
Trade and other receivables | 504 | 312 |
Term deposits | 4,674 | 9,581 |
Cash and cash equivalents | 6,514 | 6,585 |
Total current assets | 14,691 | 19,477 |
Total assets | 27,897 | 31,813 |
| Current liabilities | ||
Trade and other payables | (1,065) | (1,917) |
| Non-current liabilities | ||
Deferred taxation | (1,038) | (1,005) |
Total liabilities | (2,103) | (2,922) |
Net assets | 25,794 | 28,891 |
Group’s share of results of Joint Venture – 47.62% (2022: 47.62%) | 12,283 | 13,758 |
26925 30 November 2023 11:21 am Proof 4
46
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 16 INVENTORY AND WORK IN PROGRESS | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Opening costs | 694 | 689 |
Additions | 21 | 5 |
Write down | – | – |
715 | 694 |
| 17 TRADE AND OTHER RECEIVABLES | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Trade receivables | 113 | 159 |
Other receivables | 34 | 19 |
Prepayments and accrued income | 127 | 45 |
274 | 223 |
| 18 TRADE AND OTHER PAYABLES | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
Rents invoiced in advance | 154 | 154 |
Trade creditors | 12 | 11 |
Other taxes and social security | 57 | 56 |
Other creditors | 231 | 296 |
Accruals | 86 | 82 |
540 | 599 |
| 19 DEFERRED TAXATION | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
At beginning of year | 175 | 126 |
(Credit)/debit for the year in the income statement | (98) | 49 |
At end of year | 77 | 175 |
| Provision has been made for deferred taxation as follows: | 2023 | 2022 |
| £’000 | £’000 | |
Difference between accumulated depreciation and amortisation and capital allowances | 77 | 76 |
Other temporary differences | – | 99 |
Deferred tax liability | 77 | 175 |
47
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 20 SHARE CAPITAL | |||
| 2023 | 2022 | ||
| £’000 | £’000 | ||
| Authorised | |||
4,500,000 | (2022: 4,500,000) ordinary shares of 20 pence each | 900 | 900 |
| Allotted, called up and fully paid | |||
At 30 September 2022 1,081,787 (30 September 2021 1,115,986) ordinary shares of 20 pence each | 216 | 223 | |
Cancelled during the year 27,977 (2022: 34,199) ordinary shares of 20 pence each | (6) | (7) | |
At 30 September 2023 1,053,810 (30 September 2022: 1,081,787) ordinary shares of 20 pence each | 210 | 216 |
| 21 OTHER RESERVES | ||||||
| Equity | Own use | Capital | ||||
| investments | property | redemption | Capital | Merger | ||
| at FVOCI | reserve | reserve | reserve | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
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 and 1 October 2022 | (73) | 86 | 538 | 30 | 1,869 | 2,450 |
Purchase of own shares | – | – | 6 | – | – | 6 |
Fair value of other properties | – | (10) | – | – | – | (10) |
Net change in fair value | (37) | – | – | – | – | (37) |
At 30 September 2023 | (110) | 76 | 544 | 30 | 1,869 | 2,409 |
| 22 INVESTMENT PROPERTY FAIR VALUE RESERVE | ||
| 2023 | 2022 | |
| £’000 | £’000 | |
At beginning of year | 2,095 | 1,814 |
Transfer from retained earnings on fair value movement in the year – Cardiff | (332) | 299 |
Deferred tax movement | 98 | – |
Disposal of investment property – Cardiff | – | (171) |
Transfer from retained earnings on fair value movement in the year – Campmoss Group | 332 | 153 |
At end of year | 2,193 | 2,095 |
26925 30 November 2023 11:21 am Proof 4
48
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2023 | 2022 | |
| £’000 | £000 | |
Within one year | 604 | 586 |
Years two to five | 1,392 | 1,592 |
More than five years | 581 | 430 |
Total | 2,577 | 2,608 |
| Balance owed by/(to) | |||||
| related party at | |||||
| Value | 30 September | ||||
| 2023 | 2022 | 2023 | 2022 | ||
Party | Nature of transaction | £’000 | £’000 | £’000 | £’000 |
| Campmoss Property | Management fees received | ||||
| Company Limited | by the Company | 543 | 535 | 5 | 12 |
| Consultancy fees received by | |||||
J R Wollenberg (Director) | 60 | 60 | 45 | 15 | |
D M Joseph | Director’s salary paid | 3 | 3 | – | – |
49
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2023 | 2022 | |
| £’000 | £000 | |
Cash and cash equivalents | 405 | 4,912 |
Term deposits | 10,384 | 4,041 |
Trade and other receivables | 274 | 223 |
Listed investments | 778 | 894 |
11,841 | 10,070 |
2023 | 2022 | |||
| Gross | Provision | Gross | Provision | |
| £000 | £000 | £000 | £000 | |
Not past due | 128 | (15) | 158 | (6) |
Past due 31–90 days | 12 | (12) | 9 | (2) |
Past due 90 days | 7 | (7) | 9 | (9) |
147 | (34) | 176 | (17) | |
| The movement in the provision during the year was as follows: | ||||
At beginning of year | 17 | 30 | ||
Amounts written back | – | (13) | ||
Provided in year | 17 | – | ||
At end of year | 34 | 17 |
26925 30 November 2023 11:21 am Proof 4
50
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
51
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
COMPANY BALANCE SHEET
AT 30 SEPTEMBER 2023
Notes
2023
£’000
2023
£’000
2022
£’000
2022
£’000
Fixed assets
Tangible assets:
Investment properties 13 5,640 5,970
Right of use assets 14 135 145
Property, plant and equipment 14 290 300
6,065 6,415
Investments 30 4,062 4,178
10,127 10,593
Current assets
Debtors 31 203 257
Term deposits 9,367 3,041
Cash at bank and in hand 234 2,716
9,804 6,014
Current liabilities
Trade and other payables 32 (3,551) (1,431)
Corporation tax (89) (158)
(3,640) (1,589)
Net current assets 6,164 4,425
Total assets less current liabilities 16,291 15,018
Lease liability 14 (165) (172)
Deferred tax liability 33 (77) (175)
Net assets 16,049 14,671
Capital and reserves
Called up share capital 20 210 216
Share premium account 5,076 5,076
Investment property fair value reserve 34 2,092 2,326
Other reserves 35 2,360 2,401
Retained earnings 6,311 4,652
Shareholders’ funds – equity 16,049 14,671
Profit for the financial year of the Company was £2,329,000 (2022: £4,395,000). 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 29 November 2023 and were authorised for issue on its
behalf by:
J Richard Wollenberg
Director
Company number: 00022705
26925 30 November 2023 11:21 am Proof 4
52
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2023
Share
capital
£’000
Share
premium
account
£’000
Investment
property
fair value
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
equity
£’000
1 October 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 and 1 October 2022 216 5,076 2,326 2,401 4,652 14,671
Profit for the year – – – – 2,329 2,329
Other comprehensive income –
Revaluation of investments – – – (37) – (37)
Fair value of other property – – – (10) – (10)
Transactions with equity holders
Dividends – – – – (225) (225)
Purchase of own shares (6) – – 6 (679) (679)
Total transactions with equity holders (6) – – 6 (904) (904)
Fair value movement of investment
properties – – (332) – 332 –
Deferred tax on revaluation of
investment properties – – 98 – (98) –
At 30 September 2022 210 5,076 2,092 2,360 6,311 16,049
53
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS
27 ACCOUNTING POLICIES
The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK
Station Road, Egham, TW20 9LF. The principal activity of the Company during the year continued to be property investment.
The separate financial statements of the Company are presented as required by the CA 2006. The Company meets the
definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issues by the FRC. Accordingly,
these FS have been prepared in accordance with FRS 101 ‘Reduced Disclosure Framework’ as issued by the FRC.
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 2023.
26925 30 November 2023 11:21 am Proof 4
54
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 2023. 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. See note 30.
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 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS
The key accounting judgements are:
1. Management’s assessment that assets have not been impaired
Management asses the carrying value of assets with reference to similar property valuations based on location, size and usage
and their experience and also seek views from local estate agents.
2. 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:
1. 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
2. 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; and.
3. The need for an allowance against carrying value of investments in subsidiary and Joint Venture which are held at cost.
55
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
29 ADMINISTRATIVE EXPENSES
2023
£’000
2022
£’000
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the annual accounts 58 37
Details of employee numbers and costs in respect of the Company, which are the same as the Group are given in note 8.
30 INVESTMENTS
Shares in
Group
undertakings
£’000
Shares in
Joint
Venture
undertaking
£’000
Listed
investments
£’000
Total
£’000
At beginning of year 2,739 545 894 4,178
Disposals – – (79) (79)
Revaluation of investments – – (37) (37)
At end of year 2,739 545 778 4,062
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.
31 DEBTORS
2023
£’000
2022
£’000
Trade debtors 68 113
Amounts owed by Joint Venture undertaking – 89
Other debtors 25 20
Prepayments and accrued income 110 35
203 257
The Company applies the IFRS 9 simplified approach to measuring expected credit losses (‘ECL’) which uses lifetime expected
loss allowance for all trade receivables. The expected loss rates are based on management assessment of historical losses from
tenants which has been very low. Due to this, management believe there is no further credit risk provision required In excess of
normal provision for doubtful receivables.
26925 30 November 2023 11:21 am Proof 4
56
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
32 CREDITORS
2023
£’000
2022
£’000
Rents received in advance 98 99
Trade creditors 12 11
Amounts owed to subsidiary undertakings 3,177 994
Other taxes and social security 45 44
Other creditors 148 206
Accruals and deferred income 71 77
3,551 1,431
33 DEFERRED TAX LIABILITY
Deferred taxation
2023
£’000
2022
£’000
At beginning of year 175 126
(Credit)/charge for the year in the profit and loss account (98) 49
At end of year 77 175
Provision has been made for deferred taxation as follows:
2023
£’000
2022
£’000
Difference between accumulated depreciation and amortisation and capital allowances 77 76
Other temporary differences – 99
Deferred tax liability 77 175
Deferred tax is estimated using an effective tax rate of 25% (2022: 25%)
34 INVESTMENT PROPERTY FAIR VALUE RESERVE
2023
£’000
2022
£’000
At beginning of year 2,326 2,165
Fair value movement in year (332) 332
Deferred tax on fair value movement 98 –
Disposal of property – (171)
At end of year 2,092 2,326
35 OTHER RESERVES
Fair value
reserve
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Total
£’000
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 and 1 October 2022 (6) 538 1,869 2,401
Fair value movement on property held for own use (10) – – (10)
Revaluation of investments (37) – – (37)
Purchase of own shares – 6 – 6
At 30 September 2023 (53) 544 1,869 2,360
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.
57
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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 18 January 2024 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 2023.
2. To approve the remuneration report for the year ended 30 September 2023 including the remuneration policy.
3. To declare a final dividend to be paid on 2 February 2024.
4. To re-elect as a Director, J Richard Wollenberg who retires by rotation.
5. To re-appoint MHA 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 £70,254;
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 £10,538 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.
26925 30 November 2023 11:21 am Proof 4
58
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 157,966 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;
(c) the maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day,
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
29 November 2023
59
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
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
register of members of the company 48 hours before the time set for the meeting shall be entitled to vote at the meeting
in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of
securities after that time shall be disregarded in determining the rights of any person to vote at the meeting.
9. As at 18:00 hours on 29 November 2023, the company’s issued share capital comprised 1,053,810 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 29 November 2023 is 1,053,810.
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)
26925 30 November 2023 11:21 am Proof 4
60
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)
61
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
FINANCIAL CALENDAR
30 November 2023 Results announced for the year ended 30 September 2023
18 January 2024 Annual General Meeting
18 January 2024 Ex-dividend date for the final dividend
19 January 2024 Record date for the final dividend
2 February 2024 Final dividend to be paid
May 2024 Interim results for 2024 to be announced
30 September 2024 Year end
26925 30 November 2023 11:21 am Proof 4
62
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2023
Stock code: CDFF
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon stor
e,
helping to reduce environmental impact as well as cr
eating
natural havens for wildlife and people.
The Cardiff Property plc
56 Station Road, Egham
Surrey TW20 9LF
Tel: 01784 437444
www.cardiff-property.com