THE CARDIFF PROPERTY PLC

ANNUAL REPORT AND FINANCIAL STATEMENTS

FOR THE YEAR ENDED 30 SEPTEMBER 2024

www.cardiff-property.com

Stock code: CDFF

26281 27 November 2024 3:58 pm Proof One

The Group, including Campmoss, specialises

in property investment and development in

the Thames Valley. The total portfolio including

the jointly controlled Campmoss investment

and development portfolio, valued in excess

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

London, close to Heathrow Airport and in

Surrey and Berkshire.

OUR MISSION

The Group seeks to enhance shareholder value by

developing its property portfolio and through strategic

acquisitions.

CONTENTS

01 Financial Highlights

02 Locations

03 Chairman’s Statement

05 Strategic Report

15 Directors and Advisers

16 Report of the Directors

19 Corporate Governance

23 Remuneration Report

27 Statement of Directors’ Responsibilities

28 Independent Auditor’s Report

34 Consolidated Income Statement

34 Consolidated Statement of Comprehensive Income

35 Consolidated Balance Sheet

36 Consolidated Cash Flow Statement

37 Consolidated Statement of Changes in Equity

38 Notes to the Financial Statements

59 Company Balance Sheet

60 Company Statement of Changes in Equity

61 Notes to the Financial Statements

66 Notice of Annual General Meeting

70 Financial Calendar

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

During the year activity in the Thames Valley commercial

property market has continued to show some signs of

recovery albeit at a slow pace.

The Group including Campmoss owns a retail portfolio

primarily located in Bracknell (Berkshire), and Egham (Surrey),

which has shown resilience with minimal turnover of tenants,

the majority having traded for a number of years. Lease

renewals have been agreed at existing levels whilst the Group

has benefitted from previously agreed fixed annual rental

increases.

Commercial property investment yields have remained similar

to last year and it is encouraging to note that the market has

seen a number of investment sales recently completed

without any further decline in values. Tenant enquiries have

increased with recent lettings at our office property in Egham

Surrey at levels including a small increase in rental levels.

J. Richard Wollenberg

Chairman

FINANCIAL HIGHLIGHTS

2024 2023

Net Assets £’000 30,423 29,975

Net Assets Per Share £ 29.31 28.44

Profit Before Tax £’000 1,385 1,262

Earnings Per Share – Basic and diluted pence 102.76 104.62

Dividend Per Share pence 23.5 22.0

Gearing % Nil Nil

M40

M25

J16

J15

J13

J12

J11

J10

J21

J10

Wokingham

Basingstoke

Bracknell

Woking

Guildford

Farnham

Maidenhead

Burnham

Slough

Heathrow

Central London

Windsor

Egham

Reading

The Group specialises

in property investment

and development in the

Thames Valley.

BRACKNELL

1-10 Market Street*

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

Let primarily to local businesses and national franchisees on

medium term leases producing £200,000 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 producing £292,000 p.a. The apartments are let on Assured

Shorthold Tenancy Agreements producing £162,000 gross p.a.

Gowring House Apartments*

30 one and two-bedroom apartments over five upper floors

with lift access. 25 apartments sold, five retained and let on

Assured Shorthold Tenancy Agreements producing £66,000

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 £103,000 p.a including parking.

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 £347,000 p.a.

estimated to increase to £489,000 when fully let.

EGHAM

Heritage Court

Four retail units let on medium term leases and ground rents

producing £85,000 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 £240,000 p.a. The upper floor offices are

fully let with one retail unit 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. New application for an affordable home

scheme has been submitted. 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

£182,000 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

residential development are ongoing.

WINDSOR

Windsor Business Centre

Four business units totalling 9,500 sq. ft. three units are let on

short term leases producing rental of £148,000 p.a. one unit

vacant. Total rental when fully let estimated at £212,000 p.a.

including parking.

*Owned by Campmoss Group our Joint Venture partner

LOCATIONS

32314 27 November 2024 3:58 pm Proof 4

CHAIRMAN’S STATEMENT

Dear Shareholder,

During the year activity in the Thames Valley commercial

property market has continued to show some signs of

recovery albeit at a slow pace.

The Group including Campmoss owns a retail portfolio

primarily located in Bracknell (Berkshire), and Egham (Surrey),

which has shown resilience with minimal turnover of tenants,

the majority having traded for a number of years. Lease

renewals have been agreed at existing levels whilst the Group

has benefitted from previously agreed fixed annual rental

increases.

Commercial property investment yields have remained similar

to last year and it is encouraging to note that the market

has seen a number of investment sales recently completed

without any further decline in values. Tenant enquiries have

increased with recent lettings at our office property in Egham

Surrey at levels including a small increase in rental levels.

All business units at the Maidenhead Enterprise Centre,

Maidenhead are now occupied with two new medium-term

lettings agreed with slightly increased rentals.

The Thames Valley residential market remains firm with all

leasehold apartments held by the Group let on Assured

Shorthold Tenancy Agreements. Renewals or new lettings

have achieved a marginal rental increase.

Detailed negotiations in respect of the Group’s planning

applications at The Priory, Burnham, Highway House,

Maidenhead and Tangley Place, Guildford, continued

throughout the year. As mentioned last year planning costs

continue to spiral as a result of additional reports being

required and subsequent delays. The planning process has

become immersed in paperwork and must be simplified if

new development is to take place. To date there has been no

obvious impact from the new government’s desire to enhance

the system.

FINANCIAL

For the year to 30 September 2024 the Group profit before tax

was £1.4m (2023: £1.3m). This includes a negative revaluation

of £0.02m (2023: £0.3m). Our share of profit after tax in

Campmoss and its subsidiary amounted to £0.14m (2023:

£0.53m), with the reduction primarily due to negative property

revaluation of £0.12m (2023: positive revaluation £0.35m). The

Company received a dividend of £1.0m (2023: £2.0m) from

its investment in Campmoss. In October 2024 Campmoss

declared a further dividend of £3.15m of which the Company

will receive £1.5m.

Revenue for the year which represented gross rental income,

excluding Campmoss, totalled £0.7m (2023: £0.7m).

The profit after tax attributable to shareholders for the financial

year was £1.07m (2023: £1.11m) and the earnings per share

was 102.76p (2023: 104.62p).

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

valued by Kempton Carr Croft at a total of £5.63m (2023:

£5.64m) 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 and classified as

property, plant and equipment. The marginal decline in capital

values is due to market uncertainty around the continuing

impact of higher interest rates.

Property when completed and retained for re-sale is held as

inventory 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 Developments Limited.

The Group’s total property portfolio, including the jointly

controlled Campmoss group, was valued at £22.9m

(2023: £22.9m).

The Company’s share of the net assets of Campmoss group

was £11.42m (2023: £12.28m). The reduction in value is due to

dividends paid by Campmoss of £2.15m of which £1.0m was

paid to Cardiff (2023: £2.0m).

The Group’s total net assets as at the year-end were £30.42m

(2023: £29.98m) equivalent to £29.31 per share (2023: £28.44)

an increase of 3.1% over the year (2023: 3.2%). The Group,

including Campmoss, has adequate financial facilities and

resources to complete works in progress. Cash balances are

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

Company had nil gearing (2023: nil).

During the year the Company purchased and cancelled 16,034

(2023: 27,977) ordinary shares at a total cost of £0.37m

(2023: £0.68m). 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 (2023: 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 16 January 2025. 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 of the AGM 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 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

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

CHAIRMAN’S STATEMENT CONTINUED

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 in Campmoss

be disposed of, for indicative purposes only and based on

the value in the Company’s balance sheet at the year-end

this would result in a tax liability of £2.86m (2023: £3.07m)

equivalent to £2.75 (2023: £2.91) per share calculated using a

tax rate of 25% (2023: 25%). This information is provided to

shareholders as an additional non-statutory disclosure.

DIVIDEND

The Directors recommend a final dividend of 17.0p per share

(2023: 16.0p) making a total dividend for the year of 23.5p

(2023: 22.0p), an increase of 6.8%. The final dividend will be

paid on 31 January 2025 to shareholders on the register as at

18 January 2025.

THE PROPERTY PORTFOLIO

The Group continues to concentrate its property activities

in the Thames Valley, close to Heathrow Airport and

in the surrounding counties of Surrey, Berkshire and

Buckinghamshire. A detailed property review is set out in the

Strategic Report on pages 5 to 14.

During the year the Company completed a number of new

lettings at the Maidenhead Enterprise Centre, Maidenhead

and The White House, Egham. The renewal of an office

planning consent at The Windsor Business Centre, Windsor

was finally received towards the end of the financial year

although in view of market conditions existing leases will

remain and no redevelopment is envisaged. Following a lease

expiry at Windsor one business unit has recently become

available for letting. The individual units remain available for sale.

Campmoss continues to pursue various planning applications

including an affordable housing scheme at Highway House

in Maidenhead, a care home development at Tangley Place,

Guildford and a revised care home scheme at The Priory,

Burnham. A number of new opportunities were considered

but no acquisitions were made during the year.

The Group’s property portfolio, including Campmoss, contains

43.1% retail, 6.4% business units, 13.3% residential and

37.2% offices (by value).

FOCUS ON ENVIRONMENTAL, SOCIAL AND

GOVERNANCE (“ESG”)

The Group maintains close contact with its Tenants and has

a strategy of providing environmentally sustainable, energy

efficient and functionable buildings bearing in mind physical

and financial constraints.

Although no re-development or major refurbishment

projects have been undertaken during the year aspects of

ESG together with related Health and Safety issues are

implemented where viable and possible.

The Group’s Planning Applications emphasise modern design

and include sustainability and green policies as well as

being energy efficient. Our aim is to create a good working

environment and achieve a BREEAM rating of Very Good.

We have developed the majority of our property portfolio

and together with our tenants continue to take appropriate

action to reduce carbon emissions and the impact on the

environment. We view our properties as both contributing to

the local economy and providing householders with decent

living facilities.

The Company has included in this Annual Report climate

related financial disclosures see pages 11 to 14.

INVESTMENTS

The Company retains a small portfolio of short-term retail

bonds and equity investments. The value has marginally

decreased over the year although the former provides a

steady income stream.

The equity investments include Aquila Services Group plc (the

UK’s largest affordable housing consultancy group) and Galileo

Resources plc (a mining exploration company with assets

primarily in Zambia). I remain a non-executive director of both

companies.

RELATIONSHIP AGREEMENT

The Company has entered a legally binding relationship

agreement with myself, its controlling shareholder, to address

the requirements of LR5.3.1 of the Listing Rules.

MANAGEMENT AND TEAM

Property Management is becoming far more intensive and

challenging, and I would therefore take this opportunity to thank

all members of our small property team and our Joint Venture

partner for their support and achievements over the year.

OUTLOOK

As I write this report the effects of the Chancellors recent

budget and financial statements are still being quantified.

There is no doubt that many tenants and investors withdrew

from the property market over the past few months awaiting

the outcome of new tax and investment policies. The cauldron

of measures announced will be unhelpful to the property

market. Investors and the business community will no doubt

form their own conclusions over the coming months. I remain

of the view that any major reductions in interest rates will take

longer than anticipated.

The year ahead will have its challenges and I look forward to

reporting further at the half year.

J. Richard Wollenberg

Chairman

27 November 2024

32314 27 November 2024 3:58 pm Proof 4

STRATEGIC REPORT

The Directors present their Strategic Report on the Group for

the year ended 30 September 2024.

STRATEGY AND 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.

COMPANY STRATEGY

VISION AND MISSION

The Group, including Campmoss, specialises in property

investment and development in the Thames Valley. The total

portfolio including the jointly controlled Campmoss investment

and development portfolio, valued in excess of £22m, is

primarily located to the west of Lonon, close to Heathrow

Airport and in Surrey and Berkshire.

The Group seeks to enhance shareholder value by developing

its property portfolio and through strategic acquisitions.

MARKET POSITIONING

The Group specialises in property investment and

development in the Thames Valley, further details of the

portfolio can be found in Locations on page 2.

COMPETITIVE ADVANTAGE

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 long term planning experience of the team is a key

competitive advantage.

The Group, including Campmoss, has adequate financial

facilities and resources to complete works in progress and

funds available to purchase sites as appropriate. The Group

had nil gearing at the year-end (2023: nil), which has been the

position for a number of years. This positions us strongly.

GROWTH STRATEGIES

A number of new opportunities were considered but no

acquisitions were made during the year as the market

continues to be challenging.

The Campmoss Group, Joint Venture continues to perform

well and is a significant portion of our portfolio, valued at

£16.2m of the total portfolio of £22.9m.

BUSINESS MODEL

Value Proposition

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.

Revenue Streams

The Group expects to continue to generate rental income

from its investment property portfolio, apply increases

when rent reviews permit. The Group intends to progress

its development at The Priory, Burnham now that planning

applications as set out in this report.

Key Resources

Property Management is becoming far more intensive and

challenging, and all members of our small property team and

our Joint Venture partner are critical in the ongoing success.

The Group continues to manage the portfolio as efficiently as

possible.

Tenant Relationships

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 has helped them to

create an opportunity to expand their businesses.

PROPERTY PORTFOLIO UNDER MANAGEMENT

The total property portfolio below includes 100% of the assets

of our jointly controlled Campmoss Group:

2024

£’000

2023

£’000

Cardiff Group

Investment properties 5,640 5,655

Own use freehold property 285 290

Inventory and work in progress 722 715

6,647 6,660

Campmoss Group

Investment properties 13,206 13,206

Inventory and work in progress 2,997 2,999

16,203 16,205

Total 22,850 22,865

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

THE CARDIFF PROPERTY PLC PORTFOLIO

The Windsor Business Centre, Windsor, comprises four

business units three let on medium term leases and are

available to let or sale. The renewal of an office planning

consent at The Windsor Business Centre, Windsor was finally

received towards the end of the financial year although in

view of market conditions existing leases will remain and no

redevelopment is envisaged. 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. One retail

unit remains vacant.

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 medium-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:

2024

£’000

2023

£’000

Revenue 1,319 1,233

Cost of sales (1,167) (1,329)

Other operating income 255 271

Administrative expenses (198) (170)

(Deficit)/surplus on fair value

movement of investment

properties (256) 725

Net interest 532 455

Profit before tax 485 1,185

Tax (192) (82)

Profit after tax 293 1,103

Total comprehensive income

for the year 293 1,103

Dividends (2,100) (4,200)

2024

£’000

2023

£’000

Net assets 23,987 25,794

CAMPMOSS GROUP PORTFOLIO

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. Campmoss continues to pursue a revised care home

scheme at The Priory.

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 the 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

(2023: £16.2m). 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 £1.3m (2023: £1.2m) representing £0.1m property sales

(2023: nil) and gross rental income £1.2m (2023: £1.2m).

During the year Campmoss paid a dividend of £2.1m (2023:

£4.2m) to its shareholders. A final dividend of a further

£3.15m for the year ended 30 September 2024 was approved

in October 2024.

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 (2023: £nil).

STRATEGIC REPORT CONTINUED

32314 27 November 2024 3:58 pm Proof 4

STRATEGIC REPORT CONTINUED

ANALYSIS OF GROUP PROPERTY PORTFOLIO

By Capital Value (%)

(including property held in Inventory)

By Capital Value (%)

(excluding property held in Inventory)

By Rental Income (%)

(excluding property held in Inventory)

n Office n Residential n Retail n Industrial

PRINCIPAL RISKS AND UNCERTAINTIES

The principal and emerging risks currently faced by the Group and its Joint Venture investment are summerised below:

Risk and potential impact Mitigation Comment

Movement in risk

during the year

Average length of unexpired

tenancies and financial strength

of tenants

When units are coming up for

renewal or a lease is ending

consideration is given to the

most appropriate length of lease

for the unit.

Average length of unexpired

tenancies has slightly increased

to 4.1 years at 30.9 .24 from

3.7 years at 30.9.23

Changes in planning legislation

which may include additional

costs to comply with sustainable

construction

The Group needs to comply

with planning requirements and

costs have risen.

Numerous competitive

quotations are sought.

Adverse market conditions

resulting in a reduction in the

value of the property portfolio

During the year the Directors

consult a number of local

property agents who have

reaffirmed individual property

values.

The Directors will bear in mind

comments received from local

agents.

Development risk Any proposed development

will be judged on building

costs, prospective lettings and

investment value which are

considered prior to investment.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

STRATEGIC REPORT CONTINUED

Risk and potential impact Mitigation Comment

Movement in risk

during the year

Changes in interest rates The Group has significant cash

resources which are placed for

different periods to maximise

interest whilst managing

working capital.

The Group has nil gearing and

has no current plans to initiate

funding requirements.

The increase in cash balances

and term deposits and

favourable interest rates has

resulted in an increase in

interest income from £0.3min

2023 to £0.6m in 2024.

Government policies especially

following the change in

government, including policies

relating to climate change

legislation and taxation

The Group keeps itself informed

of Government policy and the

implications. The Group has to

comply with legislation.

The Board will consider

legislation before making

any significant investment

decisions.

Changes in shareholder

sentiment towards the property

sector

The Group has a policy to

acquire its own shares. The

Board liaises with shareholders

as necessary.

Cybercrime risk The Group retains external IT

consultants to advise where

appropriate.

The Group and employees are

regularly informed of cyber

risks.

Fraud risk The Group regularly carries

out a risk review of its internal

control procedures.

The Board take the necessary

measures to identify any

internal control weaknesses.

Legal and regulatory risk The Company instructs

appropriate professionals when

necessary

The Board has access at

Company expense to experts as

required.

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.

32314 27 November 2024 3:58 pm Proof 4

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.

In common with many businesses cybercrime risk has become a greater focus of the business and external consultants and

staff training is undertaken to minimise the evolving risk.

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 legislation

and 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.

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

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

2024

23.50

29.31 1,385 102.76

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

2023 net assets per share increased 16.8% from £24.35p per share to £28.44p per share, with a further increase of 3.1%

to £29.31 at 30 September 2024. The Group benefits from substantial cash deposits and ongoing profitability. The interim

and proposed final dividend increased from 17.60p per share to 22.00p per share over the period from September 2020 to

September 2023 and, for the current year, the interim and proposed final dividend has been increased by 6.8% to 23.5p per

share.

STRATEGIC REPORT CONTINUED

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

STRATEGIC REPORT CONTINUED

Consolidated Five Year Summary

2024 2023 2022 2021

2020

Restated

Income statement items

Revenue being gross rental income £’000 683 662 703 596 650

Profit before taxation £’000 1,385 1,262 2,697 1,259 1,940

Dividends paid and proposed in respect

of the year

(1)

£’000 245 232 210 211 2 11

Dividend cover

(2)

times 5.7 5.4 12.8 6.0 9.2

Dividend per share

(3)

pence 23.5 22.0 20.5 18.5 1 7. 6

Earnings per share

(4)

pence 102.76 104.62 218.23 91.91 146.7

Balance sheet items

Total assets £’000 31,427 30,919 30,956 29,656 29,944

Total liabilities £’000 (1,004) (944) (1,144) (1,214) (864)

Net assets £’000 30,423 29,975 29,812 28,442 29,080

Number of shares in issue at 30 September ‘000 1,038 1,054 1,082 1,116 1,195

Net assets per share attributable to

shareholders

(5)

£ 29.31 28.44 27.56 25.49 24.35

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 £683,000 (2023: £662,000).

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 £23,000 (2023: £332,000 decrease). Movements on the valuation of investment properties are taken to the Income

Statement in accordance with IAS 40.

The increase in cash balances and term deposits and favourable interest rates has resulted in an increase in interest income

from £0.3m in 2023 to £0.6m in 2024.

The effective tax rate in the income statement 2024 is 23% compared to 12% in 2023 primarily due to movement in deferred

tax on investment property in the prior year, in note 10.

32314 27 November 2024 3:58 pm Proof 4

STRATEGIC REPORT CONTINUED

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. There is a very

small team and staff turnover is low. See Remuneration

Report page 21 for details of how employees rewarded.

• 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 24 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 has

helped then to create an opportunity to expand their

businesses.

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 members

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 21.

The Company 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 within its control and

adopted sustainable building methods where possible and

appropriate. The Group also aims to ensure that its contractors

meet their legislative and regulatory requirements and that

relevant codes of best practice (including social standards) are

compliant with current legislation. The Group is committed to

maintaining high environmental standards in all its operations,

where possible. and minimising the impact of its activities on

the surrounding environment.

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.

STRATEGIC REPORT CONTINUED

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

STRATEGIC REPORT CONTINUED

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) (for premium listed entities)

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.

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, risks

& opportunities are considered by the board rather than a

separate risk committee. The risk register is reviewed at each

board meeting on a cyclical basis.

b) Describe management’s role in assessing and managing

climate-related risks and opportunities.

Due to the size of the business opportunities to reduce

carbon emissions is limited and climate-related risks

and opportunities are small. The Company undertook no

development during the year and retains a small portfolio

of investment property leased to tenants. There are only

six employees including the Directors. The Company’s

management team involve the Directors and therefore all

staff members are encouraged to act responsibly in respect

of lowering carbon emissions. All employees other than

Directors, 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.

Strategy

a) Describe the climate-related risks and opportunities the

company has identified over the short, medium, and long

term.

Climate-related risks including those related to the physical

impacts of climate change (e.g. extreme 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 which will be phased over

the time horizons outlined. 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. As

stated, these risks and opportunities are deemed low in terms

of climate. The Chairman and director of our Joint Venture

considers any changes in climate-related regulations and

implications for the property portfolio.

For the Group the development opportunity is limited to the

successful planning applications where any new development

scheme would factor in appropriate costs, and current

market conditions mean a redevelopment is not envisaged.

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 Tangley Place

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.

STRATEGIC REPORT CONTINUED

32314 27 November 2024 3:58 pm Proof 4

Sustainability

aspirations Topic area Goals Progress

Reduce carbon

footprint of supply

chain for any new

development. Aiming

for a reduction to

net zero as business

activity permits.

Minimising our supply

chain impact

Work closely with all

suppliers and contractors

to understand their carbon

footprint in the event that a

development is undertaken.

Evaluation of new suppliers

to include consideration as

to their ESG policies.

Reduce carbon footprint of supply chain

for any new development. Aiming for a

reduction to net zero as business activity

permits.

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.

Reduce energy

consumption and

switch to renewable

energy tariff at head

office in Egham

Sustainable

operations

Work towards achieving

100% 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. Resilience is built

into our risk management planning. Where we deem risk to

be higher, we integrate this into our resilience planning. The

business is relatively limited, and any major growth will be

stress tested if it occurs.

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.

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. The risk of impact, aside from regulation is deemed

low, and this is taken into account in all property management

affairs.

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 2023 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.

STRATEGIC REPORT CONTINUED

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

STRATEGIC REPORT CONTINUED

Due to the size of the business climate related risks are not

considered material. The business responds to each risk

identified as the Board considers appropriate in its business

operating cycle.

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 company currently does not report or collate and metrics

related to climate-related risks and opportunities. The risks

and opportunities are not deemed material to the business

given its size and scale. It is the intention of the business

that they will consider such metrics if the company increases

its operations and will develop appropriate targets under

timeframes aligned to its short, medium, and long-term

planning. The Directors have taken the ‘explain’ route to

comply with the expectation of the listing rule 9.8.6(8)R

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

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

The Group falls under the exemption of reporting if Emissions

are below the 40,000 KWh requirement. The voluntary

disclosures for GHG emissions are not deemed material to

the business given its size and scale. It is the intention of the

Group that they will consider such disclosures if the Company

increases its operations and will develop appropriate targets

under timeframes aligned to its short, medium, and long-

term planning. The Directors have taken the ‘explain’ route to

comply with the expectation of the Listing Rule 9.8.6(8)R

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. The Company does not currently

set targets as outlined under part a) and part b) of these

reporting requirements. Setting of any targets are not deemed

material to the business given its size and scale. It is the

intention of the Group that they will consider such targets

if the Company increases its operations and will develop

appropriate targets under timeframes aligned to its short,

medium, and long-term planning. The Directors have taken the

‘explain’ route to comply with the expectation of the listing

rule 9.8.6(8)R

The Company remains committed to taking the necessary

steps and planning to be able to make consistent disclosures

in the future, including relevant timeframes for being able to

make sure disclosures.

J Richard Wollenberg

Chairman

27 November 2024

32314 27 November 2024 3:58 pm Proof 4

DIRECTORS AND ADVISERS

DIRECTORS

J Richard Wollenberg

Chairman and Chief Executive

Karen L Chandler FCA

Finance Director

Nigel D Jamieson BSc, FCSI

Independent Non-Executive Director

SECRETARY

Karen L Chandler FCA

HEAD OFFICE

56 Station Road, Egham, TW20 9LF

Telephone: 01784 437444

E-mail: webmaster@cardiff-property.com

Web: www.cardiff-property.com

REGISTERED OFFICE

56 Station Road, Egham, Surrey, TW20 9LF

REGISTERED NUMBER

00022705

AUDITOR

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 76)

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 40 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 was quoted on

the London Stock Exchange until March 2024 and has now

been taken private and a Non-Executive Director of Galileo

Resources plc, quoted on AIM.

KAREN L CHANDLER (AGED 52)

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 Chief Operating Officer of

AdvancedAdvT Limited and Director of Celaton Limited.

NIGEL D JAMIESON BSC, FCSI (AGED 74)

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 74)

Derek is Chair of Aquila Services Group plc which specialises

in urban regeneration and affordable housing. The Aquila

Group trades through three major subsidiaries, Altair

Consultancy & Advisory Services Limited, Oaks Limited and

Aquila Treasury and Financial Solutions which is regulated by

the FCA. The Aquila Group works in the UK and internationally

having carried out assignments in over 20 countries. Clients

of the Group range from National Governments, Loval

Authorities, NGO’s, Banks, Private Developers and Supra

National Funding Agencies.

Derek is also the Investment advisor to two major endowed

charities assisting agencies dealing with homelessness

and underprivileged households. Derek is the author of a

number of books and articles concentrating on the funding of

affordable housing.

Previously Derek was the Managing Director of HACAS

plc which was taken over by Tribal plc where he was Head

of Treasury Services. Outside of housing Derek has been

Non-Executive Chair of quoted companies in the mining and

mobile phone industries and a non-executive director of a

Fintech company.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

REPORT OF THE DIRECTORS

The Directors submit their annual report and the audited

financial statements for the year ended 30 September 2024.

RESULTS

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

financial statements on pages 34 to 58.

DIVIDENDS

The Directors recommend a final dividend for the year of 17.0p

per share (2023: 16.0p) payable on 31 January 2025. The total

dividend paid and proposed in respect of the year, including

the interim dividend of 6.5p (2023: 6.0p) per share, amounts

to 23.5p per share (2023: 22.0p).

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 14.

A description of corporate social responsibility activities is

included in the Strategic Report on page 11. The Company’s

statement on Corporate Governance can be found in the

Corporate Governance report on pages 19 to 22 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 56.

BUSINESS REVIEW

See Strategic Report on pages 5 to 14.

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 Priory, Burnham now that

planning has been granted and will continue to try to secure

planning at Highways House and Tangley Place. The Group

does not currently carry out research and development

activities nor does it intend to do so 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 ratingand

have access terms which allow the Directors to pursue the

Group’s business objectives and service dividend policy. The

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

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

any hedging arrangements.

DIRECTORS

The current Directors of the Company and the Non-Executive

Director of a wholly owned subsidiary are listed on page 15.

All served throughout the financial year.

In accordance with the Company’s articles of association,

N D Jamieson will retire by rotation at the Annual General

Meeting.

DIRECTORS’ INTERESTS

Directors’ and their connected persons interest in the ordinary

shares of the Company were as follows:

30 September

2024

Beneficial

30 September

2023

Beneficial

K L Chandler 100 100

N D Jamieson 1,500 1,500

J R Wollenberg 625,169 618,838

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

6,331 above are held by connected persons.

There were no changes in the Directors’ shareholdings as

stated above between 1 October 2024 and 27 November 2024.

At 30 September 2024 J Richard Wollenberg held 25,000

(2023: 25,000) ordinary shares of £1 each in Campmoss

Property Company Limited, a Joint Venture, representing

2.38% (2023: 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 2024 (2023: nil).

SUBSTANTIAL SHAREHOLDINGS

Other than J. Richard Wollenberg referred to above who with

his family holds 60.2% (2023: 58.7%), the Company has not

been notified of any holdings of 3% or more in the share

capital of the Company at 27 November 2024.

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.

32314 27 November 2024 3:58 pm Proof 4

PRE-EMPTION RIGHTS

As special business at the Annual General Meeting a

resolution will be proposed to renew for a further year the

power of your Directors’ to allot equity securities for cash

without first offering such securities to existing shareholders.

The aggregate nominal amount of equity securities which may

be allotted in this way shall not exceed £10,378, representing

5% of the present issued ordinary share capital of the

Company.

PURCHASE OF OWN SHARES

At the Annual General Meeting held on 18 January 2024,

authority was renewed empowering your Directors to make

market purchases of up to 157,966 of the Company’s own

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

Director’s made market purchases of 16,034 shares (nominal

value of £0.20 per share, total nominal value of £3,207)

representing 1.5% of the issued share capital at 18 January

2024. These shares were purchased to enhance shareholder

value and were purchased for an aggregate value of £368,000

(including stamp duty and charges) and cancelled. The number

of shares in issue following these transactions was 1,037,776.

The existing authority for the Company to purchase its own

shares expires at the conclusion of the Annual General

Meeting to be held on 16 January 2025. 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 66 authorising the Directors to purchase up to 155,563

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 2026, 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 to

do so. 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 Annual General 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.

REPORT OF THE DIRECTORS CONTINUED

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 LR5.3.1 of the Listing Rules.

J Richard Wollenberg

Chairman

27 November 2024

REPORT OF THE DIRECTORS CONTINUED

32314 27 November 2024 3:58 pm Proof 4

CORPORATE GOVERNANCE

The Board is committed to maintaining appropriate standards

of corporate governance.

The Board 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 23 to 27, 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 2018 Corporate

Governance Code (the Code) was updated in January 2024

and the 2024 Code will apply to financial years beginning on or

after 1 January 2025.

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 only hired one

employee in the last eight 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 and Committee Meetings and

attendance are set out below.

Director

Board

meetings

attended

Audit

committee

meetings

attended

Remuneration

committee

meetings

attended

J R Wollenberg 4 3 1

KL Chandler 4 3 1

ND Jamieson 4 3 1

Total meetings held 4 3 1

JR Wollenberg has been Chairman for over nine years. The

Board considers this appropriate given the shareholding of JR

Wollenberg and his connected persons 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

experience and his knowledge of the property sector and his

proven ability to challenge the Executive Directors at Board

Meetings.

AUDIT COMMITTEE

The Audit Committee, which is chaired by the independent

Non-Executive Director, Nigel Jamieson, comprises Nigel

Jamieson and Richard Wollenberg, who have recent relevant

financial experience.

The remit of the Audit Committee is to provide oversight

of the Group finance and associated risk management

procedures.The Audit Committee meets at least twice a year

to consider the Group’s financial affairs and the identified

risks which may impact on the Group and to evaluate the

adequacy of the safeguards which have been put in place to

mitigate those risks. In addition, the Audit Committee meets

periodically with the external auditors. The Audit Committee

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

internal audit function is not required.This remains the view

of the Audit Committee,but thisdecisionwill continue be

reviewed at least annually.

The significant issues that the audit committee considered relating

to the financial statements, and how these issues were addressed

The most significant issues that the audit committee

considered relating to the financial statements was the

carrying value of the investment properties. Independent

valuations were sought for the properties owned by Cardiff with

Campmoss properties being valued by the directors. Further

details can be found in the Strategic Report and note 13.

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 second 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

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

CORPORATE GOVERNANCE CONTINUED

recommendations from other sources. The further evaluation

of the audit process is described below. MHA were appointed

last year as a result of a tender carried out in early 2023. As

this is only the second year MHA are auditors there is not

currently a plan to re-tender the audit.

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 and of their

independence. The auditor has not been engaged to perform

any non audit services for the Group.

At the Audit Committee meeting the auditors presented their

audit findings and took questions from the Members on the

scope of their work and their findings including those raised on

internal procedures and controls. In keeping with best practice,

the Audit Committee also met with the audit engagement

partner without the Finance Director present. The Committee

were satisfied with the effectiveness of the audit.

The Audit Committee also considers auditor independence

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

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

obtains confirmation from the external Auditor that they are

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

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

the financial year ended 30 September 2024.

As part of the decision to recommend to the Board the re-

appointment of the external auditor, the Committee considers

the tenure of the auditor in addition to the results of its review

of the effectiveness of the external auditor and considers

whether there should be a full tender process. There are no

contractual obligations restricting the Committee’s choice of

external auditor.

Financial reporting

After discussion with both management and the external

auditor, the Audit Committee determined that the key risk

of misstatement of the Group’s financial statements related

to property valuations in the context of current market

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

Joint Venture.

This issue was discussed with management during the year

and with the auditor at the time the Committee reviewed

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

conclusion of the audit of the financial statements.

Property valuation

As further explained in note 2 to the financial statements,

our approach to valuing properties is to obtain an external

independent valuation of the properties held by the Parent

Company each year. The Directors of the Joint Venture

value its properties each year considering yields on similar

properties in the area, vacant space and covenant strength.

They also consider external valuations and take external advice

where necessary.

The Audit Committee is satisfied that the carrying value of

properties is appropriate based on the use of an external

independent valuer for The Cardiff Property portfolio and the

experience and knowledge of the Directors in valuing the

properties of the Joint Venture.

The Audit Committee discusses the results of the valuations

with the Directors who provide information on assumptions

used and provide appropriate explanation and evidence where

possible for such assumptions.

REMUNERATION COMMITTEE

The Remuneration Committee consists of all Board Members

and is chaired by Nigel Jamieson. It meets when required

to consider all aspects of Directors’ and staff remuneration,

share options and service contracts. The Remuneration

Committee met once during the year.

COMPLIANCE STATEMENT

The Company has, other than where stated below, complied

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

during the year:

• the Chairman is also the Chief Executive;

• a Nominations Committee has not been established;

• the Audit Committee includes one Non-Executive Director

(the Code recommends that the Audit Committee

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

companies, two Non-Executive Directors); and

• the Remuneration Committee also consists of all Board

Members (the Code recommends that the Remuneration

Committee should comprise solely of Non-Executive

Directors).

The Directors consider this structure to be a practical solution

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

intended to review this issue as the Group develops.

The Code requires that the Directors review the effectiveness

of all internal controls, not only internal financial controls.

This extends the requirement in respect of internal financial

controls to cover all controls including financial, operational,

compliance and risk management. The Company has

procedures established which enable it to comply with the

requirements of the Code in relation to internal controls.

32314 27 November 2024 3:58 pm Proof 4

CORPORATE GOVERNANCE CONTINUED

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).

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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 7 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 2024, the Cardiff Group had cash balances of

£2.0m and a further £10.2m term deposits (generally with

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

investments of £0.7m of which £0.6m 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 2024, of £6.3m

and a further £3.2m 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 7 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:

56 Station Road

Egham

Surrey

TW20 9LF

By order of the Board

K Chandler FCA

Secretary

27 November 2024

CORPORATE GOVERNANCE CONTINUED

32314 27 November 2024 3:58 pm Proof 4

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

2023 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 3.1% (2023: 3.2%). 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% (2023: 20%) of

salary and bonuses, which for the year to 30 September

2024 he elected to take as salary. The remuneration

committee approved no one off pension contribution for

J R Wollenberg during the year (2023: £22,000).

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 rises being implemented

from 1 January. There are only three 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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 9.

Source: Datastream

100

110

120

130

140

150

160

09/30/2019

11/06/2019

12/13/2019

01/21/2020

02/27/2020

04/06/2020

05/13/2020

06/19/2020

07/28/2020

09/03/2020

10/12/2020

11/18/2020

12/25/2020

02/02/2021

03/11/2021

04/19/2021

05/26/2021

07/02/2021

08/10/2021

09/16/2021

10/25/2021

12/01/2021

01/07/2022

02/15/2022

03/24/2022

05/02/2022

06/08/2022

07/15/2022

08/23/2022

09/29/2022

11/07/2022

12/14/2022

01/20/2023

02/28/2023

04/06/2023

05/15/2023

06/21/2023

07/28/2023

09/05/2023

10/12/2023

11/20/2023

12/27/2023

02/02/2024

03/12/2024

04/18/2024

05/27/2024

07/03/2024

08/09/2024

09/17/2024

CDFF Total Return FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return

Nigel D Jamieson

Karen L Chandler

J Richard Wollenberg

100

£’000

200 300

Maximum remuneration

Expected remuneration

Minimum remuneration

MAXIMUM, MINIMUM AND EXPECTED DIRECTOR

REMUNERATION (£’000)

TOTAL RETURN 5 YEARS ENDED 30 SEPTEMBER 2024 (INDEXED TO 100)

32314 27 November 2024 3:58 pm Proof 4

REMUNERATION REPORT CONTINUED

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

2024

£’000

2023

£’000 % change

Total employee costs 419 441 (5.0)

Dividends 235 225 4.4

Purchase of own shares 368 679 (45.8)

Total remuneration 2024 2023 2022 2021 2020 2019

2023

2024

2022

2023

2021

2022

2020

2021

2019

2020

Percentage

change over

5 years

J R Wollenberg 181 200 195 184 190 182 -10% 3% 6% -3% 4% -1%

Karen Chandler 76 72 69 66 65 62 6% 4% 5% 2% 5% 23%

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

Total employee costs 419 441 392 390 382 372 -5.0% 12.5% 0.5% 2.1% 2.7% 13%

Average number of

employees 3 2 2 2 2.75 3

DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)

The total remuneration (including pension contributions) paid to the Chief Executive Officer was £181,000 (2023: £200,000)

representing a 9.5% decrease 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 £241,000. 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

2024

£’000

As Executives

J R Wollenberg 141 12 28 – 181

K L Chandler 70 3 – 3 76

211 15 28 3 257

As Non-Executive

N D Jamieson 12 – – – 12

223 15 28 3 269

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 24 272

As Non-Executive

N D Jamieson 12 – – – 12

220 14 26 24 284

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

REMUNERATION REPORT CONTINUED

Percentage change 2023 to 2024

Salary

Bonus

Benefits

Pension

Total

As Executives

J R Wollenberg – 9.1 7. 7 (100.0) (9.5)

K L Chandler 4.5 – – 50.0 5.6

1.4 7. 1 7. 7 (87.5) (5.5)

As Non-Executive

N D Jamieson – – – – –

1.4 7. 1 7. 7 (87.5) (5.3)

The above table includes bonuses, which are based on the

results for the year to 30 September 2024 and are payable in

December 2024, see page 23 for details of bonus calculation.

Bonuses of £11,000 for J R Wollenberg and £3,000 for K L

Chandler in respect of the year to 30 September 2023 were

paid in December 2023. J R Wollenberg’s salary includes

£24,000 of pension contribution entitlement which was

elected to be taken as salary.

2024

Bonus

awarded

£’000

Maximum

bonus

£’000

Bonus as

percentage

of maximum

Executive Directors

J R Wollenberg 12 71 16.9

K L Chandler 3 37 8.1

15 108 13.9

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

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 (2023: £60,000), see note 25. Benefits relates to the

provision of health care 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 (2023: £nil).

Director’s remuneration for the year to 30 September 2025 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 16 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 2024, 99.89% of votes cast

were for the remuneration report including remuneration

policy with 0.07% votes giving the Chairman discretion,

0.02% against and 0.02% abstained. 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 27

November 2024 and signed on its behalf by:

Nigel D Jamieson BSc, FCSI

Chairman of the Remuneration Committee

32314 27 November 2024 3:58 pm Proof 4

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

27 November 2024

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 29 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 2024.

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. 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 2024 and of the Group’s profit for the

year then ended;

• the Group financial statements have been properly

prepared in accordance with UK adopted international

accounting standards;

• the Parent Company financial statements have been

properly prepared in accordance with United Kingdom

Generally Accepted Accounting Practice; and

• the financial statements have been prepared in accordance

with the requirements of the Companies Act 2006.

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 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 concern 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 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.

32314 27 November 2024 3:58 pm Proof 4

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 2024 2023

Group £608k £599k 2% (2023: 2% of net assets) of net assets

Parent Company £348k £322k 2% (2023: 2% of net 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.

Valuation of Investment Properties

Key audit matter

description

The Group and Parent company generate 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 part of the directors and their third-party valuation experts (such as valuation

techniques, type of yield and market/rental values), Additionally, the value of investment properties

as at the year amounted to £5.6m which is considered significant to the financial statements,

representing 19% of net assets. Due to the material nature of this balance, there is a greater risk of a

material misstatement arising.

How the scope of our

audit responded to the

key audit matter

Our procedures to address this key audit matter included, but was not limited to the following:

• 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 was 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 was 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 and Parent Company

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

Nothing has come to our attention that would suggest there is a material misstatement in the

valuation of the investment properties.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 £608,446 (2023:

£599,493) which was determined on the basis of 2% (2023:

2%) of the Group’s net assets. Materiality in respect of the

Parent Company was set at £348,000 (2023: £322,419),

determined on the basis of 2% (2023: 2%) 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 £365,068

(2023: £359,696) and at £208,000 (2023: £193,451) for the

Parent Company which represents 60% (2023: 60%) 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 £30,422 and £17,400 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 that all 5

components represented principal business units within the

Group.

Full scope audits - Of all the 5 components selected, audits

of the complete financial information of all of them 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.

Climate-related risks

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.

Our internal ESG specialist team have critically reviewed

management’s assessment and challenged the assumptions

underlying their assessment. We have also considered 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

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

32314 27 November 2024 3:58 pm Proof 4

INDEPENDENT AUDITOR’S REPORT CONTINUED

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.

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 from branches not visited by us; or

• the Parent Company financial statements are not in

agreement with the accounting records and returns; or

• certain disclosures of directors’ remuneration specified by

law are not made; or

• 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.

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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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 such as

provisions of the Companies Act 2006, UK tax legislation

or those that had a fundamental effect on the operations

of the Company.

• We enquired of the directors and management concerning

the Group and Parent Company’s policies and procedures

relating to:

− identifying, evaluating and complying with the laws

and regulations and whether they were aware of any

instances of non-compliance;

− detecting and responding to the risks of fraud

and whether they had any knowledge of actual or

suspected fraud; and

− the internal controls established to mitigate risks

related to fraud or non-compliance with laws and

regulations.

• We assessed the susceptibility of the financial statements

to material misstatement, including how fraud might

occur by evaluating management’s incentives and

opportunities for manipulation of the financial statements.

This included utilising the spectrum of inherent risk and an

evaluation of the risk of management override of controls.

We determined that the principal risks were relating to

management bias in accounting estimates, particularly in

the valuation of the investment properties.

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 and , 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;

− 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;

− obtaining confirmations from third parties to confirm

existence of a sample of transactions and balances;

and

− Performing a proof in total over rental income by

reconciling expected income per the signed tenancy

agreements to the income per the accounts to ensure

the completeness and accuracy of the income. We

have also performed cut off procedures to ensure

revenue has been recorded in the correct financial

period.

• 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.

INDEPENDENT AUDITOR’S REPORT CONTINUED

32314 27 November 2024 3:58 pm Proof 4

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 2 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

27 November 2024

MHA is the trading name of MacIntyre Hudson LLP, a limited

liability partnership in England and Wales (registered number

OC312313)

INDEPENDENT AUDITOR’S REPORT CONTINUED

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

		2024	2023
	Notes	£’000	£’000
Revenue	4	683	662
Cost of sales		(98)	(52)
Gross profit		585	6 10
Administrative expenses		(594)	(569)
Other operating income	5	6 76	646
Operating profit before fair value movement on investment properties	6	667	687
Fair value loss on investment properties	13	(23)	(332)
Operating profit		644	355
Financial income	7	608	3 14
Financial expense	7	(7)	(6)
Profit on the sale of investments		–	74
Share of profit of Joint Venture	15	140	525
Profit before taxation	4–9	1,385	1,262
Taxation	10	(314)	(1 48)
Profit for the financial year attributable to equity Holders		1,071	1,1 14
Earnings per share on profit for the financial year – pence
Basic and diluted	11	1 02.76	1 04.62
Dividends
Final 2023 paid 1 6.0p (2022: 1 5.0p)		168	16 1
Interim 2024 paid 6.5p (2023 6.0p)		67	64
		235	225
Final 2024 proposed 1 7 .0p (2023: 1 6.0p)		17 8	16 9

These results relate entirely to continuing operations.

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Notes

		2024	2023
		£’000	£’000
Profit for the financial year		1,071	1,1 14
Items that cannot be reclassified subsequently to profit or loss
Net change in fair value of other properties	14	(5)	(1 0)
Net change in fair value of investments at fair value through comprehensive income	15	(15)	(37)
Total comprehensive income and expense for the year attributable to the equity
holders of the Parent Company		1,051	1,067

32314 27 November 2024 3:58 pm Proof 4

CONSOLIDATED INCOME STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

CONSOLIDATED BALANCE SHEET

AT 30 SEPTEMBER 2024

Notes

		2024	2024	2023	2023
		£’000	£’000	£’000	£’000
Non-current assets
Freehold investment properties	13		5,640		5,655
Property, plant, and equipment	14		287		290
Right of use asset	14		125		13 5
Investment in Joint Venture	15		1 1,423		1 2,283
Other financial assets	15		664		778
			18,139		1 9,1 41
Current assets
Inventory and work in progress	16	722		7 15
Trade and other receivables	17	3 17		2 74
Term deposits		1 0,235		1 0,384
Cash and cash equivalents		2,0 14		405
			13,288		1 1,778
Total assets			31,427		30,91 9
Current liabilities
Trade and other payables	18	(587)		(540)
Corporation tax		(182)		(1 62)
			(769)		(702)
Non-current liabilities
Lease liability	14		(158)		(1 65)
Deferred tax liability	19		(77)		(77)
Total liabilities			(1,004)		(944)
Net assets			30,423		29,975
Equity
Called up share capital	20		208		2 10
Share premium account			5,076		5,07 6
Other reserves	21		2,391		2,409
Investment property fair value reserve	22		2,049		2,193
Retained earnings			20,699		20,087
Total equity			30,423		29,975
Net assets per share	12		£29.31		£28.44

 

These financial statements were approved by the Board of Directors on 27 November 2024 and authorised for issue on its

behalf by:

J Richard Wollenberg

Director

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

CONSOLIDATED CASH FLOW STATEMENT

FOR THE YEAR ENDED 30 SEPTEMBER 2024

Notes

		2024	2023
		£’000	£’000
Cash flows from operating activities
Profit for the year		1,071	1,1 14
Adjustments for:
Depreciation right of use assets		10	10
Financial income		(608)	(31 4)
Financial expense		7	6
Profit on sale of investment		–	(7 4)
Share of profit of Joint Venture		(140)	(525)
Fair value loss on investment properties		23	332
Taxation		314	14 8
Cash flows from operations before changes in working capital		677	697
Acquisition of inventory and work in progress	16	(7)	(21)
Increase in trade and other receivables		(43)	(67)
Increase/(decrease) in trade and other payables		47	(58)
Cash generated from operations		6 74	551
Tax paid		(293)	(268)
Net cash flows from operating activities		381	283
Cash flows from investing activities
Interest received		593	3 14
Dividend from Joint Venture		1,000	2,0 00
Proceeds from bond redemption		–	80
Acquisition of investment property	13	(8)	(2)
Acquisition of plant and equipment	14	(2)	–
Proceeds from sale of investments	15	99	79
Decrease/(increase) in held term deposits	15	149	(6,343)
Net cash flows from investing activities		1,831	(3,872)
Cash flows from financing activities
Purchase of own shares		(368)	(679)
Lease payments		–	(1 4)
Dividends paid		(235)	(225)
Net cash flows (used in)/from financing activities		(603)	(91 8)
Net increase/(decrease) in cash and cash equivalents		1,609	(4,507)
Cash and cash equivalents at beginning of year		405	4,91 2
Cash and cash equivalents at end of year		2,0 14	405

32314 27 November 2024 3:58 pm Proof 4

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

				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 2022	2 16	5,07 6	2,450	2,095	1 9,975	29,812
Profit for the year	–	–	–	–	1,1 14	1,1 14
Other comprehensive income –
revaluation of investments	–	–	(37)	–	–	(37)
Net change in fair value of own use
freehold property	–	–	(1 0)	–	–	(1 0)
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 movements on investment
properties – Cardiff	–	–	–	(332)	332	–
Deferred taxation on fair value movements
on investment properties - Cardiff	–	–	–	98	(98)	–
Fair value movements on investment
properties – Campmoss Group	–	–	–	332	(332)	–
At 30 September 2023	2 10	5,07 6	2,409	2,1 93	20,087	29,975
Profit for the year	–	–	–	–	1,071	1,071
Other comprehensive income –
revaluation of investments	–	–	(15)	–	–	(15)
Net change in fair value of own use
freehold property	–	–	(5)	–	–	(5)
Transactions with equity holders
Dividends	–	–	–	–	(235)	(235)
Purchase of own shares	(2)	–	2	–	(368)	(368)
Total transactions with equity holders	(2)	–	2	–	(603)	(603)
Fair value movements on investment
properties – Cardiff	–	–	–	(23)	23	–
Fair value movements on investment
properties – Campmoss Group	–	–	–	(121)	121	–
At 30 September 2024	208	5,07 6	2,391	2,049	20,699	30,423

* 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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS

1 ACCOUNTING STANDARDS

The consolidated results for the year ended 30 September 2024 and 2023 are prepared in accordance with UK-adopted

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

reporting under UK-adopted IAS and have been incorporated into the principal accounting policies as set out in note 2.

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

Framework) and these are presented on pages 59 to 65.

2 ACCOUNTING POLICIES

Basis of preparation

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

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

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

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

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

prepared in pounds sterling and presented to the nearest thousand.

Going concern

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

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

and position are set out in the Chairman’s Statement and Strategic Report on pages 5 to 14. The financial position of the Group,

its property portfolio under management, asset base, liquidity and key performance indicators are described on pages 5 to 9.

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

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

rate risk.

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

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

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

The Group is in the enviable position of having significant cash balances at 30 September 2024, the Cardiff Group had

cash balances of £2.0m and a further £10.2m term deposits (with maturity dates of 95 days), in addition the Company has

investments of £0.7m of which £0.6m are readily marketable. The Group has an operating cost base including tax and dividends

of under £1.0m per annum so even with no income for several years the Group would remain solvent.

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

this income would not be received as the Campmoss Group had cash balances at 30 September 2024, of £6.3m and a further

£3.1m term deposits (with maturity dates of 95 days). Campmoss have an annual operating cost base excluding development

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

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

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

preparing the annual report and financial statements.

Basis of consolidation

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

the Joint Venture. Subsidiary companies are those entities under the control of the Company. An investor controls an investee

when it is exposed, or has rights, to variable returns from its involvement with the investee and has the ability to affect those

returns through its power over the investee The results of subsidiary undertakings acquired or disposed of in the year are

included in the consolidated income statement from the date control is obtained or up to the date when control is lost. Intra-

Group transactions are eliminated on consolidation.

A joint venture exists where the company has an exposure to the net assets of an arrangement for which the Company shares

of control of the arrangement under a contract. The sharing of control is demonstrated where decisions about the relevant

activities of the arrangement require the unanimous consent of the parties sharing control. The Group’s investment in the Joint

Venture (Campmoss) is accounted for using the equity method, hence the Group’s share of the gains and losses of the Joint

Venture is included in the consolidated income statement and its interest in the net assets is included in investments in the

consolidated balance sheet.

2 ACCOUNTING POLICIES

(CONTINUED)

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Use of estimates and judgements

The preparation of financial statements in conformity with UK-adopted IAS requires management to make judgements,

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

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

Investment properties

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

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

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

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

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

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

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

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

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

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

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

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

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

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

sales of investment properties are accounted for on completion.

Property, plant and equipment and depreciation

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

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

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

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

accumulated depreciation and impairment losses.

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

• Land Not depreciated

• Freehold property 50 years

• Motor vehicles 4 years

• Fixtures, fittings and equipment 3 years

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

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

Impairment

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

indication of impairment. If any such indication exists, the asset’s recoverable amount, which is the higher of its fair value less

disposal costs and its value in use, is estimated, and an impairment loss recognised where the recoverable amount is less than

the carrying value of the asset. Any impairment losses are recognised in the income statement.

Inventory and work in progress

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

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

Revenue

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

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

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

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

Income Statement within revenue on the date the lease is terminated. Lease incentives are recognised as an integral part of the

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

2 ACCOUNTING POLICIES

(CONTINUED)

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

Other income

Oher income consists of management fees charged on a monthly to quarterly basis for periodic services provided to

Campmoss Group and other items which are not revenue and are recognised in the period in which the service and therefore

other income relates.

The services are distinct and are accounted for as separate performance obligations principally relating to when the costs

recharged are incurred or the services are delivered.

Financial assets

Investments in equity securities are held with the objective to hold to collect the associated cash flows and sell and the

contractual terms of the financial assets give rise to cash flows that are solely payments of principal and interest on the

principal amount outstanding. They are classified as assets recognised at fair value through comprehensive income (FVOCI)

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

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

from other reserves to retained earnings. These assets are subsequently measured at fair value. Dividends are recognised as

income in the income statement unless the dividend clearly represents a recovery of part of the cost of the investment. Other

net gains and losses are recognised in OCI and are never reclassified to profit and loss.

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

and are included in investing activities in the cash flow.

Trade and other receivables

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

The Group recognises a loss allowance for ECL on trade receivables, which is updated at each financial reporting date to reflect

changes in credit risk since initial recognition. Expected Credit Losses are estimated using provision matrix based on the

Group’s historical credit loss experience, adjusted for factors that are specific to the debtors, general economic conditions and

an assessment of both the current as well as the forecast direction of conditions at the reporting date, including time value pf

money where appropriate.

Cash and cash equivalents

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

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

statement of cash flows.

Financial liabilities

Financial assets and financial liabilities are recognised when the Group becomes a party to the contractual provisions of the

financial instrument. A financial liability is derecognised when it is extinguished, discharged, cancelled or expires.

The Group’s financial liabilities include trade and other payables. Financial liabilities are initially measured at fair value, and,

where applicable, adjusted for transaction costs unless the Group designated a financial liability at FVTPL.

Subsequently, financial liabilities are measured at amortised cost using the effective interest method except for financial

liabilities designated at FVTPL, which are carried subsequently at fair value with gains or losses recognised in profit or loss. All

interest-related charges and, if applicable, changes in an instrument’s fair value that are reported in profit or loss are included

within finance costs or finance income.

The Group’s financial liabilities comprise trade creditors and other creditors and are all repayable within one year and are non-

interest bearing.

Reserves

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

earnings.

Dividends

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

period in which they are approved by the Company’s shareholders at the annual general meeting.

Taxation

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

the extent that it relates to items recognised in other comprehensive income or directly in equity, in which case it is recognised

in other comprehensive income or equity respectively.

2 ACCOUNTING POLICIES

(CONTINUED)

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

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

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

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

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

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

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

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

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

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

the asset can be utilised.

Leases

The right-of-use assets are recognised under lease agreements in which the Group is the lessee. The underlying assets mainly

comprise property and are used in the normal course of business. The right-of-use assets comprise the initial measurement

of the corresponding lease liability payments made at or before the commencement day as well as any initial direct costs and

an estimate of costs to be incurred in dismantling the asset. The corresponding lease liability is included in the consolidated

statement of financial position as a lease liability.

Right of use assets are subsequently recognised at cost less any accumulated depreciation and any accumulated impairment

losses. If the lease transfers ownership of the underlying asset to the lessee by the end of the lease term or if the cost

of the right-of-use asset reflects that the lessee will exercise a purchase option, the right-of-use asset is depreciated from

the commencement date of the lease to the end of the useful life of the underlying asset. Otherwise, the right-of-use asset is

depreciated from the lease commencement date to the earlier of the end of the useful life of the right-of-use asset or the end

of the lease term.

The lease liability shall initially be measured at the present value of the lease payments that are not paid at that date,

discounted using the rate implicit in the lease. The lease liability is subsequently measured by increasing the carrying amount

to reflect interest on the lease liability (at an even rate over the carrying amount of the liability) and by reducing the carrying

amount to reflect the lease payments made. No lease modification or reassessment changes have been made during the

reporting period from changes in any lease terms or rent charges.

Finance income and expenses

Finance income comprises interest receivable and is recognised under the terms of the instrument as due.

Finance expense comprises the interest payments on the right of use assets as described above.

IFRS

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

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

Standard Effective date

Classification of Liabilities as Current or Non-current (Amendments to IAS 1 1 January 2024

Lease Liability in a Sale and Leaseback (Amendments to IFRS 16) 1 January 2024

Supplier Finance Arrangements (Amendments to IAS 7 and IFRS 7) 1 January 2024

Non-current Liabilities with Covenants (Amendments to IAS 1) 1 January 2024

Supplier Finance Arrangements - Amendments to IAS 7 and IFRS 7 1 January 2024

Non-Current Liabilities with Covenants (Amendments to IAS 1) 1 January 2024

Amendments to IAS 21- Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability* 1 January 2025

Amendments to classification and measurement requirements for financial instruments

(Amendments to IFRS 9 and IFRS 7) 1 January 2026

Presentation and Disclosure in Financial Statements (IFRS 18) 1 January 2027

IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures 1 January 2027

* Subject to endorsement

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

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. Aquila Services Group Plc investment

In March 2024 Aquila Services Group Plc previously listed on the London Stock Exchange applied to have its listing cancelled.

The carry value at September 2024 is based on Level 3 and has been determined to by reference to the final price before

cancellation. In previous years the investment was valued applying a 40% discount 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.

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

4 SEGMENTAL ANALYSIS

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

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

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

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

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

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

Property

and other

investments

£’000

Property

Development

£’000

Eliminations

£’000

2024

Total

£’000

Rental income (wholly in the UK) 460 223 – 683

Property sales – – – –

Financial income 602 6 – 608

Share of profit of Joint Venture 62 78 – 140

Profit before taxation 1,073 312 – 1,385

Net operating assets

Assets 30,504 5,388 (4,465) 31,427

Liabilities (5,259) (210) 4,465 (1,004)

Net assets 25,245 5,178 – 30,423

Property

and other

investments

£’000

Property

Development

£’000

Eliminations

£’000

2023

Total

£’000

Rental income (wholly in the UK) 436 226 – 662

Property sales – – – –

Financial income 267 47 – 314

Share of profit of Joint Venture 425 100 – 525

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

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

consolidation.

5 OTHER OPERATING INCOME

2024

£’000

2023

£’000

Management fees receivable 547 542

Lease surrender 48 –

Other income 62 83

Dividends received 19 21

Other operating income 676 646

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

6 OPERATING PROFIT BEFORE FAIR VALUE MOVEMENTS ON INVESTMENT PROPERTIES

2024

£’000

2023

£’000

Included are the following expenses:

Auditor’s remuneration:

Fees payable to the Company’s auditor for the audit of the annual accounts 60 58

Audit of subsidiary undertakings pursuant to legislation 2 2

Depreciation of plant and equipment – –

Depreciation right of use assets 10 10

7 FINANCIAL INCOME AND EXPENSE

2024

£’000

2023

£’000

Bank and other interest receivable 608 314

Interest payments on right to use assets (7) (6 )

8 EMPLOYEES

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

Number of employees

2024 2023

Management 3 3

Administration 3 2

6 5

The aggregate payroll costs of these persons were as follows:

2024

£’000

2023

£’000

Wages and salaries 373 370

Social security costs 42 45

Pension costs 4 26

419 441

Pension costs represent amounts paid by the Group to the workplace pension and in 2024 £nil (2023: £22,000) to J R

Wollenberg’s personal pension scheme.

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

9 DIRECTORS EMOLUMENTS

The emoluments of the Directors were as follows:

Salary

£’000

Bonus

£’000

Benefits

£’000

Pension

£’000

Total

2024

£’000

As Executives

J R Wollenberg 141 12 28 – 181

K L Chandler 70 3 – 3 76

211 15 28 3 257

As Non-Executive

N D Jamieson 12 – – – 12

223 15 28 3 269

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 24 272

As Non-Executive

N D Jamieson 12 – – – 12

220 14 26 24 284

The above table includes bonuses, which are based on the results for the year to 30 September 2024 and are payable

in December 2024, see page 23 for details of bonus calculation. Bonuses of £11,000 for J R Wollenberg and £3,000 for

K L Chandler in respect of the year to 30 September 2023 were paid in January 2024 and December 2023 respectively.

J R Wollenberg’s salary includes £24,000 of pension contribution entitlement which he has elected to be taken as salary.

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

from Campmoss Property Company Limited (2023: £60,000), see note 25.

Details of the Company’s policy on Directors’ remuneration are contained within the remuneration report on pages 23 to 26.

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

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

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

10 TAXATION

2024

£’000

2023

£’000

Current tax

UK corporation tax on the result for the year 314 230

Deferred tax

Revaluation of investment properties – (99)

Revaluation of investments – 17

Taxation (all recognised in the profit and loss account) 314 148

Reconciliation of effective tax rate:

2024

£’000

2023

£’000

Tax reconciliation

Profit before taxation 1,385 1,262

Profit before taxation multiplied by standard rate of corporation tax in the UK of 25% (2023: 25%) 346 315

Effects of:

Joint Venture (35) (131)

Non-taxable income 2 78

Non-deductible expenditure 1 1

Adjustments relating to prior year – –

Non-taxable (surplus)/deficit on fair value – (83)

Change in tax rate – (32)

Total tax expense 314 148

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

11 EARNINGS PER SHARE

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

year of £1,071,000 (2023: £1,114,000) and the weighted average number of shares as follows:

Weighted average

number of shares

2024 2023

Basic and diluted shares 1,043,087 1,064,204

Earnings per share (p) 102.76 104.62

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

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

12 NET ASSETS PER SHARE

2024 2023

Share in issue at 30 September 1,037,776 1,053,810

Net assets per share (£) 29.31 28.44

13 FREEHOLD INVESTMENT PROPERTIES

2024

£’000

2023

£’000

Group

At beginning of year 5,655 5,985

Additions 8 2

Fair value movement in the year (23) (332)

At end of year 5,640 5,655

2024

£’000

2023

£’000

Company

At beginning of year 5,640 5,970

Additions 8 2

Fair value movement in the year (23) (332)

Disposal of investment property – –

At end of year 5,625 5,640

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

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

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

year. The land held by Thames Valley Retirement Homes Limited £15,000 (2023: £15,000) has not been independently valued as

it is 0.3% (2023: 0.3%) of the Group’s property portfolio and hence immaterial.

The Company’s freehold commercial investment properties total value: £5,625,000 (2023: £5,640,000) have been valued by

Kempton Carr Croft (“KCC”).

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

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

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

the valuation technique used.

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

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

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

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

Valuation technique and significant unobservable inputs

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

significant inputs: net rental income and yield.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

13 FREEHOLD INVESTMENT PROPERTIES (CONTINUED)

Fair value using unobservable inputs (Level 3)

2024

£000

2023

£000

Opening fair value 5,640 5,970

Additions 8 2

Gains and losses recognised in income statement (Fair value movement on investment properties) (23) (332)

Disposal of investment property – –

Closing fair value 5,625 5,640

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

The fair value referred to above of £5,625,000 (2023: £5,640,000) is based on the unobservable inputs of net rental income

and yield.

The net rental income ranged between £94,000 (2023: £94,000) and £298,000 (2023: £298,000), and the initial yield ranged

between 8.0% and 9.75% (2023: 8.5% and 9.25%).

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

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

determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £505,000 (2023: £505,000),

while a -1% change in yield would increase the portfolio value by £616,000 (2023: £616,000). A +/- 10% change in rent would

increase/(decrease) the value of the portfolio by £564,000 (2023: £564,000).

The historical cost of the commercial investment properties was:

£’000

Group and Company

At 30 September 2024 3,651

At 30 September 2023 3,643

The cumulative amount of interest capitalised at 30 September 2024 was £90,000 (2023: £90,000).

Amounts recognised in the profit and loss account

2024

£000

2023

£000

Rental income from investment properties 460 436

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

that generated rental income during the period (77) (12)

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

enhancements other than normal Landlord obligations.

There have been no transfers to/from investment properties.

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 PROPERTY, PLANT AND EQUIPMENT

Company and Group

Own use

freehold

property

£’000

Fixtures,

fittings and

equipment

£’000

Motor

vehicles

£’000

Total

£’000

Cost or valuation

At 30 September 2022 300 9 16 325

Disposals – (6) – (6)

Fair value movement (10) – – (10)

At 30 September 2023 290 3 16 309

Additions – 2 – 2

Disposals – (2) – (2)

Fair value movement (5) – – (5)

At 30 September 2024 285 3 16 304

Depreciation

At 30 September 2022 – 9 16 25

Disposals – (6) – (6)

At 30 September 2023 – 3 16 19

Disposals – (2) – (2)

Charge for year – – – –

At 30 September 2024 – 1 16 17

Net book value

At 30 September 2024 285 2 – 287

At 30 September 2023 290 – – 290

a) Own use freehold property was valued by Kempton Carr Croft at market value as at 30 September 2024. The valuation

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

The historic cost of the property is £213,000 (2023: £213,000). In accordance with IAS 16.35 the fair value of the freehold

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

revalued amount.

Valuation technique and significant unobservable inputs

The valuation technique used in measuring the fair value of the own use freehold property is a discounted cash flow using the

following significant inputs: net rental income and yield.

Fair value using unobservable inputs (Level 3)

2024

£000

2023

£000

Opening fair value 290 300

Gains and losses recognised in consolidated statement of comprehensive income (5) (10)

Closing fair value 285 290

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

14 PROPERTY, PLANT AND EQUIPMENT (CONTINUED)

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

The fair value referred to above of £285,000 (2023: £290,000) is based on the unobservable inputs of net rental income and

yield.

The net rental income assumed was £28,000 (2023: £28,000) and the initial yield of 9.75% (2023: 9.25%).

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

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

determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £27,000 (2023: £28,000),

while a -1% change in yield would increase the portfolio value by £33,000 (2023: £34,000). A +/- 10% change in rent would

increase/(decrease) the value of the portfolio by £29,000 (2023: £29,000).

The balance sheet shows the following amounts relating to leases:

2024

£’000

2023

£’000

Group and Company

Right of use assets

Land 125 135

Lease liabilities

Current 7 7

Non-current 151 158

At end of year 158 165

At the balance sheet date, maturity analysis of the Group’s undiscounted cash flows on IFRS 16 leases were as follows:

2024

£’000

2023

£’000

Group and Company

Due within one year 16 16

Due within one to two years 16 16

Due within two to five years 48 48

Due after five years 151 170

Total financing charges (73) (85)

At end of year 158 165

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

the Right of use asset are the discount rate applied of 5% (2023: 5%) and the assumed increase in rent at 5-yearly rent review

dates of 9% (2023: 9%). The above lease has right of use contractual maturities of £8,000 (2023: £7,000) less than one year,

£39,000 (2023: £36,000) between two and five years and £111,000 (2023: £122,000) due in more than five years. Interest costs

of £8,000 (2023: £7,000) in respect of this lease is included in the profit and loss account.

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 INVESTMENTS

Shares in

joint

venture

£’000

Unlisted

investments

£’000

Listed

investments

£’000

Total

£’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

Net change in investments at fair value through other

comprehensive income – – (15) (15)

Transferred during the year – 115 (115) –

Disposed during the year – (99) (99)

Share of profit of Joint Venture 140 – – 140

Dividend paid by Joint Venture (1,000) – – (1,000)

At 30 September 2024 11,423 115 549 12,087

Listed investments

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

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

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

being quoted share prices.

Aquila Services Group Plc previously listed on The London Stock Exchange cancelled its listing in March 2024 and has been

valued as a Level 3 investment at September 2024 using the price of the last date of trading and is shown as a transfer from

listed to unlisted above. Previously as the shares were not considered to be sufficiently liquid they were assessed using Level 2

with a 40% discount being applied to the quoted share price. A 10% discount equated to a £24k provision based on the year

end share price at 30 September 2023.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 INVESTMENTS (CONTINUED)

Joint Venture

The Group owns 47.62% (2023: 47.62%) and J R Wollenberg owns 2.38% (2023: 2.38%) of the total issued ordinary share

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

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

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

of Campmoss Property Company Limited.

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

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

therefore determined that it has joint control of Campmoss.

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

30 September 2024 has been incorporated in the consolidated financial statements. The following figures have been derived

from the financial statements of Campmoss Property Company Limited and those of its subsidiary undertaking for the year

ended 30 September 2024.

The Joint Ventures consolidated results were:

2024

£’000

2023

£’000

Revenue 1,319 1,233

Cost of sales (1,167) (1,329)

Administrative expenses (198) (170)

Other operating income 255 271

Fair value movement on investment properties (256) 725

Interest receivable 532 456

Interest payable – (1)

Taxation on ordinary activities (192) (82)

Profit after tax 293 1,103

Other comprehensive income – –

Total comprehensive income 293 1,103

Group’s share of results of Joint Venture – 47.62% (2023: 47.62%) 140 525

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

15 INVESTMENTS (CONTINUED)

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

2024

£’000

2023

£’000

Non-current assets

Investment properties 13,206 13,206

Current assets

Inventory and work in progress 2,997 2,999

Trade and other receivables 505 504

Term deposits 3,064 4,674

Cash and cash equivalents 6,325 6,514

Total current assets 12,891 14,691

Total assets 26,097 27,897

Current liabilities

Trade and other payables (1,074) (1,065)

Non-current liabilities

Deferred taxation (1,036) (1,038)

Total liabilities (2,110) (2,103)

Net assets 23,987 25,794

Group’s share of results of Joint Venture – 47.62% (2023: 47.62%) 11,423 12,283

Investment properties are included at fair value based on Directors’ valuations as at 30 September 2024.

The fair value referred to above of £13,206,000 (2023: £13,206,000) is based on the unobservable inputs of net rental income

and yield.

The net rental income ranged between £55,000 (2023: £55,000) and £489,000 (2023: £511,000), and the initial yield ranged

between 8.5% and 11.2% (2023: 8.5% and 11.0%).

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

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

partially determined by market rate conditions. A +1% change in yield would reduce the portfolio value by £1,154,000 (2023:

£1,146,000), while a -1% change in yield would increase the portfolio value by £1,400,000 (2023: £1,388,000). A +/- 10%

change in rent would increase/(decrease) the value of the portfolio by £1,319,000 (2023: £1,319,000).

16 INVENTORY AND WORK IN PROGRESS

2024

£’000

2023

£’000

Opening costs 715 694

Additions 7 21

Write down – –

722 715

This comprises development properties held for sale at The Windsor Business Centre. Expenses incurred on inventory and

included in cost of sales were £29,000 (2023: £12,000).

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

17 TRADE AND OTHER RECEIVABLES

2024

£’000

2023

£’000

Trade receivables 88 113

Other receivables 23 34

Prepayments and accrued income 206 127

317 2 74

The Group 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.

18 TRADE AND OTHER PAYABLES

2024

£’000

2023

£’000

Rents invoiced in advance 150 154

Trade creditors 34 12

Other taxes and social security 50 57

Other creditors 296 231

Accruals 57 86

587 540

19 DEFERRED TAXATION

2024

£’000

2023

£’000

At beginning of year 77 175

(Credit)/debit for the year in the income statement – (98)

At end of year 77 77

Provision has been made for deferred taxation as follows:

2024

£’000

2023

£’000

Difference between accumulated depreciation and amortisation and capital allowances 77 77

Other temporary differences – –

Deferred tax liability 77 77

Deferred tax is estimated using an effective tax rate of 25% (2023: 25%).

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

20 SHARE CAPITAL

2024

£’000

2023

£’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 2023 1,053,810 (30 September 2022 1,081,787) ordinary shares of 20 pence each 210 216

Cancelled during the year 16,034 (2023: 27,977) ordinary shares of 20 pence each (2) (6)

At 30 September 2024 1,037,776 (30 September 2023: 1,053,810) ordinary shares of 20 pence each 208 210

The total number of ordinary shares under option is nil (2023: nil).

Ordinary shares have a par value of 20p. They entitle the holder to participate in dividends, and to share in the proceeds of

winding up the company in proportion to the number of and amounts paid on the shares held.

On a show of hands every holder of ordinary shares present at a meeting, in person or by proxy, is entitled to one vote, and on

a poll each share is entitled to one vote.

The company has a limited amount of authorised capital as shown above.

Capital management

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

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

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

policy, issue new shares or return capital to shareholders.

21 OTHER RESERVES

Equity

investments

at FVOCI

£’000

Own use

property

reserve

£’000

Capital

redemption

reserve

£’000

Capital

reserve

£’000

Merger

reserve

£’000

Total

£’000

At 30 September 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 and 1 October 2023 (110) 76 544 30 1,869 2,409

Purchase of own shares – – 2 – – 2

Fair value of other properties – (5) – – – (5)

Net change in fair value (15) – – – – (15)

At 30 September 2024 (125) 71 546 30 1,869 2,391

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

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

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

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

22 INVESTMENT PROPERTY FAIR VALUE RESERVE

2024

£’000

2023

£’000

At beginning of year 2,193 2,095

Transfer from retained earnings on fair value movement in the year - Cardiff (23) (332)

Deferred tax movement – 98

Transfer from retained earnings on fair value movement in the year – Campmoss Group (121) 332

At end of year 2,049 2,193

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

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

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

23 COMMITMENTS

Expenditure on development and investment properties

There were nil commitments under contract at 30 September 2024 (2023: nil).

24 OPERATING LEASES

Operating leases granted

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

during the year was £683,000 (2023: £662,000) and direct operating expenses arising on the properties during the year were

£77,000 (2023: £12,000). The properties are expected to generate rental yield between 8.5% and 9.75% depending on the

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

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

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

2024

£’000

2023

£000

Within one year 645 604

Years two to five 1,404 1,392

More than five years 596 581

Total 2,645 2,577

25 RELATED PARTY TRANSACTIONS

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

Party Nature of transaction

Value

Balance owed by/(to)

related party at

30 September

2024

£’000

2023

£’000

2024

£’000

2023

£’000

Campmoss Property

Company Limited

Management fees received

by the Company 547 542 2 5

Consultancy fees received by

J R Wollenberg (Director) 60 60 30 45

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

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

are shareholders.

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

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

page 23 and note 9 on page 45.

32314 27 November 2024 3:58 pm Proof 4

26 FINANCIAL INSTRUMENTS

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

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

Credit risk

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

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

monies on deposit with financial institutions.

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

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

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

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

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

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

financial institutions.

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

2024

£000

2023

£000

Cash and cash equivalents 2,014 405

Term deposits 10,235 10,384

Trade and other receivables 317 2 74

Listed investments 549 778

13,115 11,841

At 30 September 2024, the Group had £12,249,000 (2023: £10,789,000) deposited with banks and financial institutions of

which: £2,014,000 (2023: £405,000) is available for withdrawal in less than 30 days; £10,235,000 (2023: £10,384,000) is

available for withdrawal in 90-180 days. As shown in the table above, the amounts available for withdrawal in over 90 days are

classed as financial assets.

All financial assets are sterling denominated.

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

2024 2023

Gross

£000

Provision

£000

Gross

£000

Provision

£000

Not past due 84 – 128 (15)

Past due 31–90 days 4 – 12 (12)

Past due 90 days – – 7 (7)

88 – 147 (34)

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

At beginning of year 34 17

Amounts written back (34) –

Provided in year – 17

At end of year – 34

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

26 FINANCIAL INSTRUMENTS (CONTINUED)

Liquidity risk

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

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

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

the Group’s reputation.

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

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

financial liabilities and their carrying value in the balance sheet.

The Group’s financial liabilities comprise trade creditors and other creditors amounting to £530,000 (2023: £454,000) and are all

repayable within one year and are non-interest bearing.

Banking facilities

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

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

Market risk

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

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

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

The Group’s listed investments are valued at £549,000 (2023: £778,000), a 10% fall in quoted prices would reduce the value of

investments by £54,900 (2023: £77,800).

Currency risk

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

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

Interest rate risk

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

which are placed on a fixed rate deposit.

NOTES TO THE FINANCIAL STATEMENTS CONTINUED

32314 27 November 2024 3:58 pm Proof 4

COMPANY BALANCE SHEET

AT 30 SEPTEMBER 2024

Notes

2024

£’000

2024

£’000

2023

£’000

2023

£’000

Fixed assets

Tangible assets:

Investment properties 13 5,625 5,640

Right of use assets 14 125 135

Property, plant and equipment 14 287 290

6,037 6,065

Investments 30 3,948 4,062

9,985 10,127

Current assets

Debtors 31 296 203

Term deposits 10,235 9,367

Cash at bank and in hand 1,923 234

12,454 9,804

Current liabilities

Trade and other payables 32 (4,900) (3,551)

Corporation tax (123) (89)

(5,023) (3,640)

Net current assets 7,431 6,164

Total assets less current liabilities 17,416 16,291

Lease liability 14 (158) (165)

Deferred tax liability 33 (77) (77)

Net assets 17,181 16,049

Capital and reserves

Called up share capital 20 208 210

Share premium account 5,076 5,076

Investment property fair value reserve 34 2,069 2,092

Other reserves 35 2,342 2,360

Retained earnings 7,486 6,311

Shareholders’ funds – equity 17,181 16,049

Profit for the financial year of the Company was £1,755,000 (2023: £2,329,000). 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 27 November 2024 and were authorised for issue on its

behalf by:

J Richard Wollenberg

Director

Company number: 00022705

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

COMPANY STATEMENT OF CHANGES IN EQUITY

FOR THE YEAR ENDED 30 SEPTEMBER 2024

capital

£’000

premium

account

£’000

Investment

property

fair value

reserve

£’000

Other

reserves

£’000

Retained

earnings

£’000

Total

equity

£’000

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 2023 and 1 October 2023 210 5,076 2,092 2,360 6,311 16,049

Profit for the year – – – – 1,755 1,755

Other comprehensive income –

Revaluation of investments – – – (15) – (15)

Fair value of other property – – – (5) – (5)

Transactions with equity holders

Dividends – – – – (235) (235)

Purchase of own shares (2) – – 2 (368) (368)

Total transactions with equity holders (2) – – 2 (603) (603)

Fair value movement of investment properties – – (23) – 23 –

At 30 September 2024 208 5,076 2,069 2,342 7,486 17,181

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS

27 ACCOUNTING POLICIES

The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK with its registered office at 56

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’ issued by the Financial

Reporting Council (“FRC”). Accordingly, these Financial Statements have been prepared in accordance with FRS 101 ‘Reduced

Disclosure Framework’ as issued by the FRC.

As permitted by FRS 101, the Company has taken advantage of the disclosure exemption available under the standard in 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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

27 ACCOUNTING POLICIES (CONTINUED)

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 2024.

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 2024. 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 3 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. Aquila Services Group Plc investment

In March 2024 Aquila Services Group Plc previously listed on the London Stock Exchange applied to have its listing cancelled.

The carry value at September 2024 is based on Level 3 and has been determined to by reference to the final price before

cancellation. In previous years the investment was valued applying a 40% discount 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.

32314 27 November 2024 3:58 pm Proof 4

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

28 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS (CONTINUED)

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.

3. The need for an allowance against carrying value of investments in subsidiary and Joint Venture which are held at cost.

29 ADMINISTRATIVE EXPENSES

2024

£’000

2023

£’000

Auditor’s remuneration:

Fees payable to the Company’s auditor for the audit of the annual accounts 60 58

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

Unlisted

investments

£’000

Total

£’000

At beginning of year 2,739 545 778 – 4,062

Disposals – – (99) (99)

Transfers – – (115) 115 –

Revaluation of investments – – (15) – (15)

At end of year 2,739 545 549 115 3,948

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.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

31 DEBTORS

2024

£’000

2023

£’000

Trade debtors 72 68

Other debtors 21 25

Prepayments and accrued income 203 110

296 203

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.

32 CREDITORS

2024

£’000

2023

£’000

Rents received in advance 109 98

Trade creditors 34 12

Amounts owed to subsidiary undertakings 4,461 3,177

Other taxes and social security 42 45

Other creditors 201 148

Accruals and deferred income 53 71

4,900 3,551

33 DEFERRED TAX LIABILITY

Deferred taxation

2024

£’000

2023

£’000

At beginning of year 77 175

(Credit)/charge for the year in the profit and loss account – (98)

At end of year 77 77

Provision has been made for deferred taxation as follows:

2024

£’000

2023

£’000

Difference between accumulated depreciation and amortisation and capital allowances 77 77

Other temporary differences – –

Deferred tax liability 77 77

Deferred tax is estimated using an effective tax rate of 25% (2023: 25%)

32314 27 November 2024 3:58 pm Proof 4

34 INVESTMENT PROPERTY FAIR VALUE RESERVE

2024

£’000

2023

£’000

At beginning of year 2,092 2,326

Fair value movement in year (23) (332)

Deferred tax on fair value movement – 98

At end of year 2,069 2,092

35 OTHER RESERVES

Fair value

reserve

£’000

Capital

redemption

reserve

£’000

Merger

reserve

£’000

Total

£’000

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 and 1 October 2023 (53) 544 1,869 2,360

Fair value movement on property held for own use (5) – – (5)

Revaluation of investments (15) – – (15)

Purchase of own shares – 2 – 2

At 30 September 2024 (73) 546 1,869 2,342

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.

NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

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 Thursday16th January 2025 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 2024.

2. To approve the remuneration report for the year ended 30 September 2024 including the remuneration policy.

3. To declare a final dividend to be paid on 31 January 2025.

4. To re-elect as a Director, Nigel Jamieson 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 £69,185;

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 £10,378 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.

32314 27 November 2024 3:58 pm Proof 4

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 155,563 representing 14.99% of the

present issued share capital of the Company;

(b) the minimum price which may be paid for such shares is 20 pence per share which amount shall be exclusive of

expenses;

an amount (exclusive of expenses) equal to 105% of the average of the middle market quotations for an ordinary share

of the Company taken from the Daily Official List of The London Stock Exchange on the ten business days immediately

preceding the day on which the share is contracted to be purchased;

(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or fifteen months from

the passing of this resolution, whichever is the earlier; and

(e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of

such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase

of its own shares in pursuance of any such contract.

Registered office: By order of the Board

56 Station Road

Egham K Chandler FCA

Surrey Secretary

TW20 9LF

27 November 2024

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

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

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 27 November 2024, the company’s issued share capital comprised 1,037,776 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 27 November 2024 is 1,037,776.

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)

32314 27 November 2024 3:58 pm Proof 4

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)

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

FINANCIAL CALENDAR

28 November 2024 Results announced for the year ended 30 September 2024

16 January 2025 Annual General Meeting

16 January 2025 Ex-dividend date for the final dividend

17 January 2025 Record date for the final dividend

31 January 2025 Final dividend to be paid

May 2025 Interim results for 2025 to be announced

30 September 2025 Year end

32314 27 November 2024 3:58 pm Proof 4

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 store,

helping to reduce environmental impact as well as creating

natural havens for wildlife and people.

www.cardiff-property.com

THE CARDIFF PROPERTY plc

Annual Report and Financial Statements for the year ended 30 September 2024

Stock code: CDFF

Consider removing fax

The Cardiff Property plc

56 Station Road, Egham

Surrey TW20 9LF

Tel: 01784 437444