RNS Number : 5153F

Trafalgar Property Group PLC

25 September 2024

25 September 2024

TRAFALGAR PROPERTY GROUP PLC

("Trafalgar", the "Company" or "Group")

Final Results for the year ended 31 March 2024

Trafalgar (AIM:TRAF), the AIM quoted residential and assisted living property developer, announces its final results for the twelve months ended 31 March 2024.

The Company's Annual Report has been posted to shareholders, a copy can also be found on the Company's website.

Enquires:

Trafalgar Property Group Plc Paul Treadaway	+44 (0) 1732 700 000
Spark Advisory Partners Ltd - Nominated Adviser Matt Davis	+44 (0) 20 3368 3550
Peterhouse Capital Limited - Broker Duncan Vasey/Lucy Williams	+44 (0) 20 7409 0930

CHAIRMAN'S STATEMENT

On behalf of t he Board, I present T rafalgar P roperty Gro up Plc (the Gro u p), results f or the year en ded 31 March 2024 w hich incl u des one investment property sale co m pleted in the year.   T he o verall result continues to be disappointin g, as can be seen in the attac hed Accou nts and Strategic Report.   However, we continue to seek property opportunities with one construction project being undertaken during the year at Speldhurst, Kent with the property being available for sale at the year end and currently on the market for £800,000.

Orchard House in Hildenborough was sold in September 2023 for a consideration of £940,000.

During the year the company issued 377,250,000 new ordinary shares during the year with the issuance of 125,000,000 at a price of 0.1p per share, raising £125,000 before costs for the Group, the issuance of 226,250,000 at a price of 0.4p per share to satisfy the 2022 CLN with Mr C Johnson and the issuance of 26,000,000 at a price of 0.1p per share raising £26,000 to settle specific trading debts.

Financials

T he year u n der review s aw the Gro up t u r n o ver at £nil (2 0 23: £18,183 ), with a lo ss a fter tax of £516,723 ( 2 023: L o ss £843,626 ).

Ma nag e m e nt h a ve per f o r med a review of the ass ets a nd liabilities of t he un der l ying su b s i diaries w hich f o rm t he value of t he a nticipated pro fits on on g o i ng d e velo p m e nts.  

Due to the u ncertainties a nd ti m i ng of the construction of new developments and the potential sale of those properties, it has been ag reed by man a g e m e nt n ot to incl u de any f u t u re anticipated pro fits of develo p m e n ts in t heir as sess m e nt.  

T he ca sh on the bala nce s heet at the end of t he year w as £8,906 ( 20 23: £17,148) and t he Gro up co nti nu es to have s uf ficie nt bank fac ilities f or all current day to day acti vitie s.

Business Enviro n ment and Outlook

No new directors were appointed to the Group in the year.

T he ef fec ts of market forces and the property market in general together with the UK having been in a period of high inflation and high cost of living affecting the property sector and the business of the group. However, inflationary pressures are easing and slowly the Bank of England are reducing the cost of borrowing with a recent 0.25% reduction in base rate. It is hoped therefore that the market for property will start to improve as demonstrated by the increase in property prices albeit a challenge for many potential buyers still adjusting to recent higher mortgage costs. L i ke m o st b us i ness es, we are a ware of o ur need to co n d uct o u r selv es caref ully to preser ve the health of o ur sta ff and custo mer s and to conserve our cash reserves.

Paul Treadaway

Paul Treadaway

Chairman

24 September 2024

CHIEF EXECUTIVE OFFICER 'S REPORT

Business review, re sults and dividends

All trading and property a ssets of T rafalgar P roperty Gro up Plc (Gro u p) are held in the n a me of t he Gro up or its su b sidiaries as f ollo w s:

T rafalgar New Ho mes L i mited ( TNH) T rafalgar Retir e m e nt+ L i mited ( T R+)

Sel mat L i mited (Selm at)

Combe Bank Ho mes (Oa k hu r st) L i mited (Oak h u r st) C o m be Ho m es (Boro ugh Gree n) L i mited (Boro ugh Gree n)

Life Hydroponic Assets Ltd

TNH continues to be the main trading subsidiary but given the lack of activity in Selmat, Life Hydroponic Assets Ltd and TR+ it was decided that an impairment provision be made against these inter company accounts with TPG together with provision against the associated management charges issued by TPG. The effects on the company balance sheet can be seen in note 9 to the company accounts.

Mortgages of £nil (2023: £675,698 ) exist on t he properties held by Sel mat and a mortgage of £450,100 (2023 - £nil) exist on the property held by TNH..

As notified in an RNS dated 29 May 2024, the company is in preliminary discussions regarding the possible acquisition of Ecap Esport Ltd, these discussions remain ongoing. Should such a transaction proceed on the currently envisaged terms, it would be classified as a reverse takeover in accordance with Rule 14 of the AIM Rules for Companies. Accordingly, the Company's shares were suspended from trading on AIM and will remain so until either the publication of an admission document setting out, inter alia, details of the proposed transaction or until confirmation is given that these discussions have ceased.

T he principal activity of t he Gro up co ntin ues to be t hat of a regional property developer focused upon Kent, Surrey, Sussex and the M25 ring south of London together with investment in residential property, which have a rental income of £nil (2023: £18,183). The co ns olidated results of the y ear 's tradin g are sh o wn below.   T he co ns olidated lo ss f or the year was £516,723 (20 23: L o ss £843,626). Management believes the key indicators of performance for the Group are the revenue and profitability achieved during the year.

Principal risks & uncertainties

Set o ut below are ce r tain r isk f act o rs w h i ch co uld h a ve an i m p act on t he Gr o u p's lo n g -te rm per f o r m a nce.   T he facto rs d is c u s sed below s h o uld n ot be re gar ded as a co mplete a nd co m pr e h e n s i ve s tat e m e nt of all potential risks a nd u ncertainties fac i ng t he Gro u p.

T he principal risks and uncer tainties fac i ng the Gro up are:

1.     Direct co sts m ay e scalate and eat into g ro ss pro fit mar gin s due to unexpected interest rate movements and high inflation rates putting pressure on material costs.

2.    There may be uncertainty in obtaining adequate finance thus putting pressure on the going concern of the Group.

3.    Heavy o ver heads m ay be i n c u rred especially w hen pro jects have been co m pleted a nd bef ore others have been co m menced.

4.     T he Gro up co uld commit too mu ch to future capital projects.

5.     T he Gro u p 's reliance on k ey m e m bers of sta f f.

6.     T he mar ket m ay deteriorate, d a maging liquidity of the Group and f u t u re rev e nu e s.

7.     The potential reverse takeover, announced by the Group on 29 May 2024, may not complete.

T he Gro up co nsiders that it m itigates th e se ris ks with t he f oll o w i ng policies a nd actio n s:

1.   T he Gro up af f ords its ban kers and other len ders a stro ng level of a sset and i nco me co ver a nd m aintains g ood relatio nships with a range of f u n ding s o u rces f r om w h ich it is able to sec u re f i nance on fav o u rable ter m s for the initial purchase of potential development sites. The Plc also has access to shareholder funding via placing of shares in the market. A full statement regarding going concern is shown in the accounting policies on page 23.

2.   Direct co sts are o uts ourced on a f i xed price co ntract basis, thereby passing on to the co ntractor all risk of co st o ver s pen d, incl u d i ng f r om i ncrea sed material, labo ur or other co sts.

3.   Mo st other pro fessio nal ser v ices are also o uts o u rced, th us pro viding a k n o wn f i xed co st bef ore any pr o ject is tak en f o r ward and av oiding t he risk t hat can ar i se in e m plo ying i n - h o use pro fes sio nals at a high un prod ucti ve o ver head at ti mes w h en acti vity is slac k.

4.   Buying decisions for capital projects are taken at Board level, after careful research by the Directors per s o nall y, who have substantial experience in various business sectors and markets.  

T he Gro up has f ocused on a nic he mar ket sector of n ew h o me develo p m e nts in t he ran ge of fo ur to t w e n ty un its.   With in this u nit size, co m petition to p u rchase devel op m e nt sites f r om la nd bu yers is relatively wea k, as t his size is unattractive to maj or natio nal a nd r e gio nal h o use b uilders w ho req uire a lar ger scale to j us tify their ad m i n i stration a nd o ver head s, w hil st being too m a ny u n i ts f or the s maller in depen dent b uilder to fin a n ce or u n dertake as a pro ject.   Many competitors who also focus on this niche have yet to recapitalise and are unable to raise finance.

5.   Many of the acti vities are outs o u rced and each of t he Directors is f ully a ware of t he activities of all m e m ber s.

6.   T he Gro up has a corporate g o ver nance policy appropriate f or a small p u blicly listed C o m p a ny with a m bitions s u b sta ntially to raise its pro file wit hin t he wider i nv e stor co mm u nit y.

7.  The directors will consider alternative reverse takeover opportunities and have underpinned any cash flow implications of the current target by taking a loan from them to be used for any abort fees.

Operations review A s um mary of t he res ults f or t he year is as f ollo w s :-
	2 0 24	2 0 23
	£	£
Revenue for the year	-	18,183
Gross (loss)/profit	78	(12,717)
Administration expenses	(379,627)	(571,928)
Loss on disposal of property (including cost)	-	(12,382)
(Loss) Profit on revaluation	-	(122,751)
Other Income	17,158	-
Impairment of asset	(25,000)	-
Interest payable and similar charges	(129,333)	(123,848)
Loss after taxation	(516,723)	(843,626)

Gro up tu r n o ver f or the year a m ou nted to £nil ( 20 23: £18,183 ), as there was no rental income received given the remaining investment property had been disposed of during the year and this had been written down to its sale value in the 2023 accounts.  The group carried forward at 31 March 2024 the costs incurred relating to the Speldhurst construction amounting to £775,374 as shown in Note 11 to the accounts.

.

After tak i ng into accou nt the o ver heads of the Gro u p, there was a lo ss rec orded f or the year of £516,723 (2023: £843,626 ).

T here w ill be no tax c har ge a nd the C o m p a ny n ow h as tax lo sses bei ng carried f o r ward of £6,704,650 (20 23: lo sses £6,296,440 ).

T he lo ss per share d u ring t he year w as (0.15p ), ( 2 023: l o ss per share 0.34p).

Directors' duties under S172

T he Directors believe that, individ ually a nd to get her, th ey have acted in a w ay that t h ey have c o nsider, in g ood faith, w o uld be m o st li kely to pro m ote the s uccess of t he Company f or the ben e fit of its m e m bers as a w h ole, having regard, amongst other things, to:

a. the likely consequences of any decision in the long term,

b. the interests of the Company's employees,

c. the need to foster the Company's business relationship with suppliers, customers and others,

d. the impact of the Company's operations on the community and environment,

e. the desirability of the Company maintaining a reputation for high standards of business conduct, and

f. the need to act fairly between members of the Company.

The Board of Directors is collectively responsible for formulating the Company's strategy, which is to invest in property development but will also consider other opportunities where those prospects will better deliver growth to its shareholders as indicated by the RNS issued 29 May 2024 where the directors are in early stage discussions with Ecap Esport Ltd for a potential reverse takeover.  Of course, the Board cannot predict the future but aims to make decisions that it considers are in the best interest of all shareholders at the time.

The Board engages with its stakeholders in a number of pre-planned ways, these include; review meetings with our brokers and advisors, shareholders have the ability to email the Company directly and the Board will reply to questions within the regulatory limits, the Company issues RNS communications on a regular basis and the Company's web site is continuously updated to inform our stakeholders. The Company's annual report is also an opportunity to update our stakeholders.

Our employees are one of the primary assets of our business and will be critical to the future success of the Company. First and foremost, the Directors strive to ensure a safe working environment for all its staff and contractors, and we are proud of our safety achievements in 2023/24. We also seek to reward employees with remuneration packages which align the interests of the Company and its shareholders with those of the employees. Employees are also provided with challenging work and external training opportunities to ensure their continual development.

The Directors believe they have acted in the way they consider most likely to promote the success of the Company for the benefit of its members as a whole, as required by Section 172 (1) of the Companies Act 2006.

Key perform ance indicators (KPIs)

Ma nag e m e nt are clo sely i n v olved in t he d ay to d ay operatio ns of the Gro up and constantly monitor ca s h flo ws and ex pen dit u re.   Ho wever, Manag e m e nt belie ve t he k ey in dicators of per f o r m a nce f or the Gro up are t he reven ue a nd pro fitability ac hieved d u r i ng the period together with the net liability position.   T hese mea s u res are disclo sed abo ve in t he operations revie w.

Develo p m ent Pipeline & outlook 

Shortly after the year end we acquired a new site in Tunbridge Wells at Talbot Park for £490,000. We have submitted an application to demolish the existing bungalow and build a scheme of detached houses, which should achieve in the region of £950,000 each. We have no build costings as yet but expect to have a decision on the planning by the end of September. It is Officer recommended for approval. Once we have consent we will either be able to seek funding for the build or dispose of the consented development. The initial cost of the site was partly funded by CPF Limited with the balance through directors loans.

Paul Treadaway

Paul Treada w ay

CEO

24 September 2024

DIRECT O RS' REPORT

T he Directors present their R e port a nd A u dited Fi nan cial State m e nts f or the year e n ded 31 March 2024.

Resul ts a nd dividends

T he results f or the year are set o ut on page 20.

T he Directors do n ot reco mm e nd the p a ym e nt of a final d i v i dend f or the year (2023: nil).

Directors

T he f ollo w i ng Directors h a ve held o f fice s i nce 1 A pril 2023 and have all ser ved f or the en tire acco unti ng year : N A C L ott

P A Treadaway

G Thorneycroft

Dr P Challinor

T he C o m p a ny has in place an in s u rance policy in relation to Directors in d e mnity d u r i ng both year s.

Conflicts of intere st

U n der t he ar ticles of a s s o ciati on of t he Co m pa ny a nd in acc ord a n ce w ith t he p r o v i sio ns of t he C o m pa n ies Act 20 0 6, a Di rector m u st a v o id a sit u a ti on wh ere he h a s, or can h a v e, a d i rect or i n d i rect i n t ere st t h at co nf li c ts, or po ssi b ly m ay co nf li ct wi th t he C o m pan y's i n t ere sts.   H owe v er, t he Di rec t ors m ay a u t h or ise co nf li c ts a nd po t e n t i al co nf li c ts, as t h ey deem appro p r i a t e.   As a s a f e gu ard, o n ly Di rec t ors w ho ha ve no i n ter e st in t he m a tter bei ng co n sidered w ill be ab le to t a ke t he r ele v a nt dec isio n, a nd t he Di recto rs w ill be able to i m po se li mits or co n ditions w h en g i v i ng a uth oris ation if th ey t h i nk this is appro p riate.  Du ring the fin a ncial year en ded 31 March 20 24, the Directors have a u t h orised no su ch con flicts or potential co n f licts.

Directors' interests in the shares of the Company, including family interests, at 31 March 2024 were as follows: -

Directors' interests in shares	31 . 03 . 2024	31 . 03 . 2023
	Or d i n a ry s h ares - 0 . 1p each	Or d i n a ry s h ares - 0 . 1p each
N Lott	50,000	50 , 000
P Treadaway	133,409,829	19,733,466
G Thorneycroft	23,327,273	600,000
	31 . 03 . 2024	31 . 03 . 2023
	Deferred shares - 0.9p each	Deferred shares - 0.9p each
	No. held	No. held
N Lott	550,000	550,000
P Treadaway	10,648,466	10,648,466

Other subs tantial sh areho ldings

As at 23 September 2024, being t he late st practicable date bef ore the is sue of t h e se f i nancial state m e n t s, t he Co m p a ny had been n oti fied of the f ollo w i ng s hareh oldings which co nstitute 3% or m ore of the total is sued s hares of the Co m p a ny at t hat date.

	Ordinary Shares	Shareholdings
	No. 0.1p	%
Paul Arthur Treadaway	133,409,829	20.43
Forum Energy Services Limited	75,000,000	11.48
Peter Wylde	56,818,182	8.70
Gary Thorneycroft	23,327,273	3.57

Sta t e ment of directors' re s p onsibilities

C o m pany law req uires the Di rectors to prepare finan cial s tate m e nts f or each fin a ncial y ear.  Un der that law the Directors h a ve elected to prepare the co ns olidated fin a ncial state men ts in accordance with International Financial Reporting Standards adopted in the UK ("UK adopted IFRS") a nd the C o m p a ny f i n a ncial state ments in accordance w ith F RS 102 and ap plicable la w.   Un der Co m pany law the Directors m u st n ot appro ve the fin a ncial state m e nts unle ss t h ey are satis fied that t h ey g i ve a true and fair view of the state of a f fairs of t he Gr o up and of t he pro fit or lo ss of the Gro up f or t hat year.   In preparing t hese fin a ncial state men t s, the Directors are req uired to:

·      select s uitable accou nti ng policies a nd th en app ly t h em co n sistentl y;

·      make j u d g e m e n ts and esti mates that are rea s o nable and prudent;

·      state w hether applicable Acc o un ting Stan dards h a ve been follo wed, s u b ject to any material departu res disclo sed and ex plained in the fin a ncial state ments;

·      prepare the fin a ncial state m e nts on t he g o i ng co nce rn basis unle ss it is i nappropriate to p resu me t hat the Gro up will co nti nue in bu sin e ss.

T he Directors are respo nsible f or keep i ng adeq uate accou nti ng records that are s u f ficie nt to sh ow a nd ex plain the Gro u p 's tran sactions a nd dis clo se with rea s o nable ac c u racy at a ny ti me the fin a ncial po s ition of t he Gr o up and enable t h em to e n s u re t hat t he f i nancial state m e n ts co m p ly w ith t he C o m panies A ct 2006.   T h ey are al so respo nsible f or s a f e guard i ng t he as sets of the Co m pany a nd hence f or taking rea s o nable s teps f or the prev e ntion and detection of f r a ud and other irregularities.

T hey are f u r t her respo nsible f or en s u r i ng t hat t he Strate g ic Report and the Report of the Di rectors and o t her in f o r mation i ncl u ded in the An n ual Report and Fin a ncial State m e nts is prepared in acco r dance with applicable law in t he Un ited Kin g d o m.

T he mai nte n a nce and i nteg r ity of the Gro up web s ite is t he r e s po nsibility of t he Director s; t he w o rk carried o ut by the au ditors does n ot in v olve the co nsideration of t hese matters an d, according l y, t he au ditors accept no respo nsibility or any c han g es that m ay h a ve occ u rred in the acco unts s i nce th ey were initially presented on the web s ite.

L e gislation in t he U nited Ki n g d om g o verning t he preparation and dis s e mination of the acco un ts and t he o t her in f o r mation i ncl u ded in ann u al reports m ay differ f r om le g islation in o t her j u ris dictio ns.

Corporate G overnance Sta t e m ent

T he Board of the Gro up rec o gn i se t he val ue of g ood cor p orate g o ver n a nce a nd im plemented co r p o rate g o ver nance p r oce d u res during the previous year and continued to use these during the financial year to 31 March 2024. These procedures are ap p r op riate f or the p resent size of the entity having given d ue regard to the C o r p o rate Go ver nance Code f or S mall and Mid -Size Qu o ted C o m panies issu ed by the Qu oted C o m panies Allian ce ("QC A").   The C o m pany has dec i d ed to a p ply the QCA C or p o rate Go ver nance Co de ( "QCA C o de") issu ed by the QCA in 2023 and has p ublish ed on its web site deta ils of the QCA C o de, h ow the C o m pany has co m plied with the QCA C ode an d, w here it d e parts fr om the QCA Co d e, an ex p lanation of the reaso ns f or d oing s o . The Board has considered the Streamlined Energy and Carbon Reporting requirements and conclude that the Group has not consumed more than 40,000 kWh of energy and therefore qualifies as a low energy user and is exempt from reporting under these regulations.

Board Structure

T he B oard co nsists of four Direct ors (2023: four) of w hich three are exec utive and one n on-exec utive, two executive and one non-executive directors hold shares in the G ro u p.

T he B oard m ee ts as a nd wh en re q u i r ed a nd is s a t is f i ed t hat it is prov i ded wi th i n f o r ma ti on in an appropr i a te f o rm a nd q u a li ty to e n a b le it to d is c h a r ge i ts du t i e s.  All Di re c t ors are re q u i r ed to re t i re by rotation with o ne quarter of the Board see k i ng r e - election each year.

Due to the c u rrent size of t he Gro u p, the d uties t hat w o uld nor mally be attrib uted to T he N o mination C o mm ittee, have been u n dertak en by the B oard as a w h ole.

T he Board h as underta k en a fo r mal ass e s s m e nt of t he a u dit o r's i n d e p e n de nce a nd w ill co nti nue to do so at least an n uall y. T his ass e s s m e nt in clu des:

·      a review of n on- a u dit ser vices pro vided to the Co m pany and the related fee s;

·      a re v i ew of t he a u d it or's o wn pr o ced u res for e n s u r i ng t he i n depe n de n ce of t he a u d it f i rm a nd par ti es and staff i n v olved in t he a u dit, inclu d i ng reg ular rotation of t he au dit partner; a nd

·      obtaining con fir m ation f r om t he au ditor that, in t heir pro fessio nal j u d g e m e nt, t h ey are i n depen dent.

Internal Controls

T he B oard is r e s p o n s i b le f or t he Gr o u p's s y stem of i n ter n al co ntro ls a nd for re v i e w i ng t heir e ffecti v e n e s s.   T he i n ter n al co n t ro ls are d e si g n ed to e n s u re t he reliability of f i n a ncial i nfo r m ati on f or b o th i nter nal a nd e xter nal p u rpo ses.   T he Directors are satis fied that t he cu rrent co ntrols are ef fective w ith regard to the size of t he Gr o u p. Any i nter nal co ntrol s y stem can o n ly pr o vide rea s o nab le, b ut n ot ab s o l u te a s s ur a nce agai n st m aterial mis- state ment or lo ss.  Gi ven the size of t he Gro u p, t he Board has as sessed that there is c urrently no need f or an inter n al a u dit f u nctio n.

Financial Ins t r u ments

T he Gro u p 's principal f i nancial in stru m e nts co m pr i se ca sh at bank, bank lo a ns, other loans a nd various ite ms wit h in c u rrent as sets and c u rrent liabilities t hat arise directly f r om its operatio ns. T he Dir ectors co nsider that the k ey f i n a ncial risk is liq u i dit y.   T his risk is ex plai ned in t he section headed ' P rincipal ris ks a nd u ncertainties' in the An n ual Report a nd Accou nts on p a ge 5 and also addressed in note 18.

Future Develo p ments

I n f o r m ation relati ng to f utu re develo p men ts is i ncl u ded in the Strategic Report on pages 4 -7.

Post Balance Sheet Events

As stated in the announcement by the Group on 29 May 2024 we are in discussions with parties relating to a potential reverse takeover, non-binding heads of terms have been signed. These discussions continue and further announcements will be made in due course. A further announcement on 03 June 2024 stated that Ecap Esports Ltd had agreed to loan the Company the sum of £250,000, the proceeds of which will be ring fenced to cover costs associated with the proposed reverse takeover, should the transaction not occur. As announced in March 2024 Mr C Johnson introduced £99,550 into Trafalgar by way of a loan being the consideration he received for the 2022 Conversion Shares. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company. At the date of these financial statements this CLN has not yet been signed.

Provision of inform ation to auditor

Each of the per s ons w ho are Directors at the ti me w h en this Director s' Report is ap pro ved has con fir med that:

·      so far as t hat Director is a ware, there is no relev a nt a u dit i n f o r mation of w hich t he Gro u p's au ditor is un a ware; and

·      that Director has ta k en all t he steps that o u g ht to h a ve been taken as a Director in order to be aware of any i n f o r mation needed by t he Gro u p 's a u ditor in co nnection with preparing t heir report a nd to establish that t he Gro u p's au ditor is aware of the in f o r matio n.

Audi tor

T he au ditor, MHA, will be propo sed f or r e -appoin t m e nt in accordance with Section 489 of the C o m p a nies Act 2006.

T his report was appro ved by t he Board and signed on its behalf.

Paul Treadaway

Paul Treada w ay

Direct or

24 September 2024

T r a f al g a r Property Group Plc

INDEPENDENT AUDITOR’S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY GROUP PLC

for the year ended 31 March 2024

To the Members of Trafalgar Property Group plc

For the purpose of this report, the terms "we" and "our" denote MHA in relation to UK legal, professional and regulatory responsibilities and reporting obligations to the members of Trafalgar Property Group plc. For the purposes of the table on pages 13 to 15 that sets out the key audit matters and how our audit addressed the key audit matters, the terms "we" and "our" refer to MHA. The Group financial statements, as defined below, consolidate the accounts of Trafalgar Property Group plc and its subsidiaries (the "Group"). The "Parent Company" is defined as Trafalgar Property Group plc, as an individual entity. The relevant legislation governing the Company is the United Kingdom Companies Act 2006 ("Companies Act 2006").

Opinion

We have audited the financial statements of Trafalgar Property Group plc for the year ended 31 March 2024.

The financial statements that we have audited comprise:

·      the Consolidated Statement of Comprehensive Income

·      the Consolidated Statement of Financial Position

·      the Consolidated Statement of Changes in Equity

·      the Consolidated Statement of Cash Flows

·      Notes 1 to 20 to the consolidated financial statements, including significant accounting policies

·      the Company Balance Sheet

·      the Company Statement of Changes in Equity and

·      Notes 1 to 15 to the Company financial statements, including significant accounting policies.

The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and International Financial Reporting Standards adopted in the United Kingdom ("UK adopted IFRS"). The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 102 'The Financial Reporting Standard applicable in the UK and Republic of Ireland' (United Kingdom Generally Accepted Accounting Practice).

In our opinion:

·      the financial statements give a true and fair view of the state of the Group's and of the Parent Company's affairs as at 31 March 2024 and of the Group's loss for the year then ended;

·      the Group financial statements have been properly prepared in accordance United Kingdom adopted International Financial Reporting Standards (UK Adopted IFRS);

·      the Parent Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and

·      the financial statements have been prepared in accordance with the requirements of the Companies Act 2006.

Basis for opinion

We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC's Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. 

Material uncertainty related to going concern

We draw your attention to Note 3a Going Concern section in the financial statements which states that the Group incurred substantial losses during the year and there was continued requirement for successful future equity or debt fund raising. The impact of this together with other matters set out in the note, indicate a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern. Our opinion is not modified in respect of this matter.

In auditing the financial statements, we have concluded that the directors' use of the going concern basis of accounting in the preparation of the financial statements is appropriate.

Our evaluation of the Directors' assessment of the Group's and the Parent Company's ability to continue to adopt the going concern basis of accounting included:

·      The consideration of inherent risks to the Group's and Parent company's operations and specifically their business model.

·      The evaluation of how those risks might impact on the Group's and Parent company's available financial resources.

·      Review of the mathematical accuracy of the cashflow forecast model prepared by management and corroboration of key data inputs to supporting documentation for consistency of assumptions used with our knowledge obtained during the audit.

·      Challenging management for reasonableness of assumptions in respect of the timing and quantum of cash receipts and payments included in the cash flow model.

·      Where additional resources may be required, the reasonableness and practicality of the assumptions made by the Directors when assessing the probability and likelihood of those resources becoming available.

·      Holding discussions with management regarding future financing plans, corroborating these where necessary and assessing the impact on the cash flow forecast.

·      Evaluating the accuracy of historical forecasts against actual results to ascertain the accuracy of management's forecasts.

Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report.

Overview of our audit approach

Scope	Our Group audit was scoped by obtaining an understanding of the Group and its environment, including the Group's system of internal control, and assessing the risks of material misstatement in the financial statements.  We also addressed the risk of management override of internal controls, including assessing whether there was evidence of bias by the directors that may have represented a risk of material misstatement. The Group consists of seven reporting components, of which two were considered to be significant components: Trafalgar Property Group plc and Trafalgar New Homes Limited. The significant components were subjected to full scope audits for the purposes of our audit report on the Group financial statements. Significant components were determined based on: 1)    financial significance of the component to the Group as a whole, and 2)    assessment of the risk of material misstatements applicable to each component. We undertook specified audit procedures on the material balances and transactions in the year on a further 3 of the components: Trafalgar Retirement+ Limited, Selmat Limited and Combe House (Borough Green) Ltd. Analytical procedures were undertaken on the two remaining components: Life Hydroponics Limited and Combe Bank (Oakhurst) Ltd. Our audit scope results in all major operations of the Group being subject to audit work.
Overall Materiality		2024	2023
Group		£28,000	£26,400	1% of net liabilities (2023: 2% of gross assets)
Parent Company		£4,900	£19,600	2% of gross liabilities (2023: 2% of gross liabilities)
Key audit matters
Recurring	·      Undisclosed related party transactions

Key Audit Matters

Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy; the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material Uncertainty related to going concern section, we have determined the matters described below to be the key audit matters to be communicated in our report.

Undisclosed related party transactions
Key audit matter description	The Group enters into a significant number of transactions with related parties, both intra-group transactions and with individuals related to the Group.  There is a risk that transactions (particularly any transactions which are not at arm's length) and balances with related parties are undisclosed or misclassified.
How the scope of our audit responded to the key audit matter	Our audit work in this area included the following procedures: ·      Identifying the susceptibility of the financial statements to material misstatements from related party transactions and relationships. ·      Obtaining management's record of related parties - who they are, the nature of these relationships, whether any related party transactions have been entered into in the year and the nature of those transactions. ·      We performed independent searches of the Board of Directors' other appointments and shareholdings and to identify any counterparties on the list which were not included in the related party disclosures. ·      We reviewed the movement on these balances during the year and vouched items to supporting evidence. ·      We reviewed the minutes of meetings of the board of directors to identify any undisclosed related party relationships. ·      We discussed with management the nature and purpose of these items and considered whether disclosure sufficiently addressed these matters. ·      In addition, we obtained written confirmation of the balances from all disclosed parties and confirmed key terms to agreements.
Key observations	Nothing has come to our attention which indicates that related party transactions and balances are incomplete.

Our application of materiality

Our definition of materiality considers the value of error or omission on the financial statements that, individually or in aggregate, would change or influence the economic decision of a reasonably knowledgeable user of those financial statements.  Misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Materiality is used in planning the scope of our work, executing that work and evaluating the results.

Performance materiality is the application of materiality at the individual account or balance level, set at an amount to reduce, to an appropriately low level, the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality for the financial statements as a whole.  

The determination of performance materiality reflects our assessment of the risk of undetected errors existing, the nature of the systems and controls and the level of misstatements arising in previous audits. 

Based on our professional judgement, we determined materiality for the financial statements as a whole as follows:

	Group financial statements	Parent Company financial statements
Overall materiality	£28,000 (2023: £26,400)	£4,900 (2023: £19,600)
How we determined it	1% of net liabilities (2023: 2% of gross assets)	2% of gross liabilities (2023: 2% of gross liabilities)
Rationale for the benchmark applied	Given the Group have liquidated the majority of its cash generating assets and the Parent Company actively pursuing a potential future Reverse Takeover, we now deem the net liability position of the Group to be the main measure by which the users of the financial statements assess the prospects and success of the Group. Therefore, we consider this to be the most appropriate benchmark for Group materiality.	The Parent Company is largely a holding company incurring limited costs and financing the group. As a result of historic losses and the impairment of investments, we have considered gross liabilities as the most appropriate benchmark for materiality.
Performance materiality	£16,800 (2023: £15,840) which represents 60% (2023: 60%) of overall materiality.	£2,940 (2023: £11,760) which represents 60% (2023: 60%) of overall materiality.

We agreed to report any corrected or uncorrected adjustments exceeding £1,400 (2023: £1,320) for the Group and £245 (2023: £980) for the Parent Company respectively to the Board of Directors as well as differences below this threshold that, in our view, warranted reporting on qualitative grounds.

Overview of the scope of the Group and Parent Company audits

Our assessment of audit risk, evaluation of materiality and our determination of performance materiality sets our audit scope for each company within the Group. Taken together, this enables us to form an opinion on the consolidated financial statements. This assessment takes into account the size, risk profile, changes in the business environment and other factors when assessing the level of work to be performed at each component.

The Group consists of 7 components, all of which are based in the UK and audited by the Group audit team.

	Number of components	Revenue	Total assets	Total liabilities	Loss before tax
Full scope audit	2	N/A	96%	79%	85%
Specified Procedures	3	N/A	4%	21%	15%
Analytical Review	2	N/A	0%	0%	0%
Total	7	N/A	100%	100%	100%

The control environment

We evaluated the design and implementation of those internal controls of the Group, including the Parent Company, which are relevant to our audit, such as those relating to the financial reporting cycle.

Reporting on other information 

The other information comprises the information included in the annual report other than the financial

statements and our auditor's report thereon. The Directors are responsible for the other information contained within the annual report. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements, or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact.

We have nothing to report in this regard.

Strategic report and directors' report 

In our opinion, based on the work undertaken in the course of the audit:

·      the information given in the Strategic Report and the Directors' Report for the financial year for which the financial statements are prepared is consistent with the financial statements; and

·      the Strategic Report and the Directors' Report have been prepared in accordance with applicable legal requirements.

In the light of the knowledge and understanding of the Group and the Parent Company and their environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors' report. 

Matters on which we are required to report by exception

We have nothing to report in respect of the following matters in relation to which the Companies Act 2006 requires us to report to you if, in our opinion: 

·      adequate accounting records have not been kept by the Parent company, or returns adequate from branches not visited by us; or 

·      the parent company financial statements are not in agreement with the accounting records and returns; or 

·      certain disclosures of directors' remuneration specified by law are not made; or 

·      we have not received all the information and explanations we require for our audit.

Responsibilities of directors

As explained more fully in the directors' responsibilities statement, as set out on page x, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

In preparing the financial statements, the Directors are responsible for assessing the Group's and the Parent Company's ability to continue as a going concern, disclosing as applicable, matters related to going concern and using the going concern basis of accounting unless the Directors either intend to liquidate the Group or the Parent Company or to cease operations, or have no realistic alternative but to do so.

Auditor responsibilities for the audit of the financial statements 

Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists.

Misstatements can arise from fraud or error and are considered material if, individually or in aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. 

A further description of our responsibilities for the financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor's report.  

Extent to which the audit was considered capable of detecting irregularities, including fraud

Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud.

These audit procedures were designed to provide reasonable assurance that the financial statements were free from fraud or error. The risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error and detecting irregularities that result from fraud is inherently more difficult than detecting those that result from error, as fraud may involve collusion, deliberate concealment, forgery or intentional misrepresentations. Also, the further removed non-compliance with laws and regulations is from events and transactions reflected in the financial statements, the less likely we would become aware of it.

Identifying and assessing potential risks arising from irregularities, including fraud

The extent of the procedures undertaken to identify and assess the risks of material misstatement in respect of irregularities, including fraud, included the following:

·      We considered the nature of the industry and sector, the control environment, business performance including remuneration policies and the Group's, including the Parent Company's, own risk assessment that irregularities might occur as a result of fraud or error. From our sector experience and through discussion with the directors, we obtained an understanding of the legal and regulatory frameworks applicable to the Group focusing on laws and regulations that could reasonably be expected to have a direct material effect on the financial statements, such as provisions of the Companies Act 2006, UK tax legislation or those that had a fundamental effect on the operations of the Group.

·      We enquired of the directors and management concerning the Group's and the Parent Company's policies and procedures relating to:

-     identifying, evaluating and complying with the laws and regulations and whether they were aware of any instances of non-compliance;

-     detecting and responding to the risks of fraud and whether they had any knowledge of actual or suspected fraud; and

-     the internal controls established to mitigate risks related to fraud or non-compliance with laws and regulations.

·      We discussed among the engagement team regarding how and where fraud might occur in the financial statements and any potential indicators of fraud.

·      We assessed the susceptibility of the financial statements to material misstatement, including how fraud might occur by evaluating management's incentives and opportunities for manipulation of the financial statements. This included utilising the spectrum of inherent risk and an evaluation of the risk of management override of controls. We determined that the principal risks were related to posting inappropriate journal entries to increase revenue or reduce costs, creating fictitious transactions to hide losses or to improve financial performance, and management bias in any accounting estimates.

Audit response to risks identified

In respect of the above procedures:

·      we corroborated the results of our enquiries through our review of the minutes of the Group's and the Parent Company's board meetings and enquiries of management regarding any ongoing legal cases;

·      audit procedures performed by the engagement team in connection with the risks identified included:

-     We have undertaken a review of minutes of meetings of those charged with governance. 

-     Performing audit work over the risk of management override of controls, including testing of journal entries and other adjustments for appropriateness, evaluating the business rationale of significant transactions outside the normal course of business, and reviewing accounting estimates for bias.

-     Reviewing financial statement disclosures and testing to supporting documentation to assess compliance with applicable laws and regulations.

-     Challenging assumptions and judgements made by management in their significant accounting estimates.

·      the Senior Statutory Auditor considered the experience and expertise of the engagement team to ensure that the team had the appropriate competence and capabilities; and

·      we communicated relevant laws and regulations and potential fraud risks to all engagement team members and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit.

Use of our report 

This report is made solely to the Parent Company's members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Parent Company's members those matters we are required to state to them in an auditor's report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Parent Company and the Parent Company's members as a body, for our audit work, for this report, or for the opinions we have formed. 

Simon Knibbs MA FCA (Senior Statutory Auditor) 

for and on behalf of MHA, Statutory Auditor 

London, United Kingdom  

24 September 2024

MHA is the trading name of MacIntyre Hudson LLP, a limited liability partnership in England and Wales (registered number OC312313)

		Year ended 31 M arch 2024		Year ended 31 M arch 2023
	Note	£		£
Rev e n ue	1	- -		18,183
C o st of s ales	2	78		(30,900)
Gro ss profit/(loss)		78		(12,717)
A d m i nistrati ve ex p e ns es	2	(379,626)		(571,928)
Fair value movement on investment property	8	-		(122,751)
(Loss) on disposal of investment property	8	-		(12,382)
Impairment of assets	7	(25,000)		-
Operating lo ss before interest	2	(404,548)		(719,778)
Other income		17,158		-
I nterest p a yable and s i m ilar char ges	4	(129,333)		(123,848)
L o ss before ta x ation		(516,723)		(843,626)
Income tax	5	-		-
L o ss after ta x ation f or the year a t tributable to equity holders of the parent		(516,723)		(843,626)
Other co m preh e ns i ve i nco me attrib utable to e q uity h olders of the parent		-		-
T otal c o mprehensive lo ss f or the year		(516,723)		(843,626)
L o ss attributable to:
Eq uity h olders of the Parent		(516,723)		(843,626)
T otal co mprehensive lo ss f or the year attributable to:
Eq uity h olders of the Parent		(516,723)		(843,626)
( LOSS) PER ORDI N A RY SHARE: Basic/diluted	6	(0.15)p		(0.34) p

All r e sults in the c u rrent a nd preceding fin a ncial year derive f r om co nti n u i ng operatio ns.

T he n otes on pages 31  to 42 are an inte g ral part of th e se co n s olidated fin a ncial state m e nts.

		As at		As at
	Note	31 M arch 2024		31 M arch 2023
		£		£
T O T AL ASS E TS
Non-current a ssets
Plant a nd eq uip m e nt	7	640		25,853
		640		25,853
Current a ssets
I nv e nto ry	11	775,374		317,796
Investment Properties	8	-		927,249
T r a de and other receivables	9	79,576		34,033
Cash and ca sh eq u i vale nts	10	8,906		17,148
		863,856		1,296,226
T otal a ssets		864,496		1,322,079
E QUI T I ES & LIABI L I T I ES
Current liabilities
T r a de and other payables	12	285,614		222,863
Bor r o wings	13	-		874,697
		285,614		1,097,560
Non-current liabilities
Deferred tax	5	-		-
Bor r o wings	13	3,415,728		3,573,217
		3,415,728		3,573,217
T otal liabilities		3,701,342		4,670,777
Net liabilities		(2,836,846)		(3,348,698)
Called up s hare capital	14	3,237,400		2,860,150
Share premium		4,136,240		3,484,915
Reverse acquisition reserve		(2,817,633)		(2,817,633)
Loan note equity reserve	14 & 16	-		107,204
Capital contribution reserve	17	400,147		400,147
P ro fit & lo ss accou nt		(7,793,000)		(7,383,481)
T otal Equity		(2,836,846)		(3,348,698)
T otal Equity & Lia bilities		864,496		1,322,079

T hese financial s tatements w e re a p p r o v ed by the B o ard of Direc t o rs and autho ris ed f or i ssue on 24 September 2024 and are signed on its behalf b y:

P T rea d a w a y: … Paul Treadaway.…………  G Thorneycroft: … Gary Thorneycroft………………

	Share	Share	Loan Note	Reverse	Profit	Capital	Total
	Capital	Premium	Equity	acquisition	& loss	Contribution	Equity
			Reserve	reserve	account	Reserve
	£	£	£	£	£	£	£
At 1 April 2022	2,726,817	3,250,249	30,303	(2,817,633)	(6,620,120)	157,777	(3,272,607)
Loss for the year	-	-	-	-	(843,626)	-	(843,626)
Total comprehensive income for the year	-	-	-	-	(843,626)	-	(843,626)
Loan note equity reserve	-	-	76,901	-	80,165	-	157,066
Capital Contribution during the period	-	-	-	-	-	242,370	242,370
Shares issued during the year net of costs	133,333	234,666	-	-	100	-	368,099
At 31 March 2023	2,860,150	3,484,915	107,204	(2,817,633)	(7,383,481)	400,147	(3,348,698)
At 1 April 2023	2,860,150	3,484,915	107,204	(2,817,633)	(7,383,481)	400,147	(3,348,698)
Loss for the year	-	-	-	-	(516,723)	-	(516,723)
Total comprehensive income for the year	-	-	-	-	(516,723)	-	(516,723)
Loan Note Equity Reserve			(107,204)		107,204		-
Shares issued during the year on conversion of loan notes	226,250	678,750					905,000
Shares issued during the year net of costs	151,000	(27,425)		-	-	-	123,575
At 31 March 2024	3,237,400	4,136,240	-	(2,817,633)	(7,793,000)	400,147	(2,836,846)

The rever se acq uisition reser ve was created in accordance with IFRS3 ' Bu s i ness C o m bination s '.  The reserve relates to a reverse acquisition between the Company and Combe Bank Homes Ltd (CBH) on 11/11/2011 via a share for share exchange. This reserve arises as a result of the elimination of the Plc's investment in CBH resulting in the shareholders of PLC becoming majority shareholders in the enlarged group.

Retai ned pro fit/(l o sses) are the cumulative net gains and losses less distributions made and items of other comprehensive income not accumulated in another separate reserve.

Loan note equity reserve relates to the equity portion of the convertible loan notes and is the amount that has been provided for in respect of the difference between the cash value and the liability element of the loan notes. The remaining balance has been reversed following the conversion of the Loan Note during the year (2023: adjustment of £76,901)

Capital contribution reserve arises due to amounts waived in respect of previously accrued interest on shareholders or related party loan accounts. Capital contribution reserves are shown in note 17.

Further details of shares issues in the year are shown in note 14.

T he n otes on p a ges 31 to 42 are an inte g ral part of these co ns olidated f i n a ncial stat e ments.

	2024		2023
	£		£
Ca sh flow f r om operating activities
( L o ss) a fter taxation	(516,723)		(843,626)
Dep reciation	213		284
(Increa se) in i nv e nto ry	(457,578)		(321,889)
Decrease/(Increase) in receivables	(45,543)		6,467
Increase in p a yables	62,751		95,001
Loss on disposal	-		12,382
Inventory written-off	-		29,750
Property revaluation	-		122,751
Loan note equity movement	(107,204)		157,066
Impairment of plant and equipment	25,000		-
I nterest p a yable and s i m ilar char ges	129,333		123,848
Net ca sh outflow from opera ting activities	(909,751)		(617,966)
Investing activities:
Disposal of investment property	927,249		649,618
Purchase of equipment	-		(25,000)
	927,249		624,618
Financing activities:
I ssue of shar es (net of costs)	1,028,575		368,100
New lo an borro w i n gs	741,975		105,116
Repaid loan borro w i n gs	(1,066,530)		(270,191)
Related par ty n ew lo an borr o w i ng	264,100		188,153
Related par ty loan rep a yment	(971,731)		(259,752)
Rep a yment of other borro win gs	-		(90,000)
I nterest paid	(22,129)		(43,683)
Net cash (outflow) from financing	(25,740)		(2,257)
(Decrea se)/increase in ca sh and ca sh equivalents in the year	(8,242)		4,395
Ca sh and ca sh equivalents at the beginning of the year	17,148		12,753
Ca sh and ca sh equivalents at the end of the year	8,906		17,148

T he n otes on pages 31 to 42 are an integ ral part of th e se co n s olidated fin a ncial state m e nts.

B ASIS OF A C COUNT ING

T hese f i nancial state m e nts are f or T rafalgar P rop e rty Gro up Plc ( "the C o m pan y") a nd its s u b sidiary un derta k i n gs ( 'the Gro u p ' ).   T he C o m pany is a p u blic co m pan y, li mited by s hares domiciled a nd incorporated in En gla nd and Wales. (Co m p a ny nu m ber is 0 4 3 4012 5 ). The C o m pan y 's registe r ed o ffice is C h e q u e rs B a r n, Chequers Hill, Bou gh Bee c h, Eden brid ge, Kent, TN8 7 PD.

T he natu re of t he Gro u p's operatio ns and its principal activities are set o ut in the Strategic Report on page 4-7.

B ASIS OF P REP A R A T ION

T he Gr o up f i n a ncial state m e n ts h a ve b een prepared in accor da nce w ith I n ter natio n al Fi n a n cial Repo rti ng Stan dards as adopted in the United Kingdom ("UK adopted IFRS") and those parts of the Companies Act 2006 that are relevant to companies which report in accordance with IFRS. T hese f i nancial state men ts are f or the year en ded 31 March 2 0 24 and are presented in po un ds sterling ( "GB P") rounded to the nearest pound. T he co m parative year is f or the year to 31 Mar ch 2023.

T he finan cial state m e nts have been prep a red un der the his t orical co st co nvention and on an accrual method of accounting, except for certain financial assets and liabilities which are measured at fair value as explained in the accounting policies below.

AUDIT EXEMPTION OF SUBSIDIARIES

T he following subsidiaries are exempt from the requirements of the UK Companies Act 2006 relating to the audit of individual accounts by virtue of s479A of the Act.

Company name                                                               Registered number

Trafalgar New Homes Ltd                                             06003791

Trafalgar Retirement+ Ltd                                             10431083

Selmat Ltd                                                                     09428992

Combe Homes (Borough Green) Ltd                            08965850

Combe Bank Homes (Oakhurst) Ltd                             07532693

Life Hydroponic Assets Ltd                                           14437592

The outstanding liabilities at 31 March 2024 of the above named subsidiaries have been guaranteed by the Company pursuant to s479AC of the Act.  In the opinion of the directors, the possibility of the guarantees being called upon is remote.

GOI NG CONCERN

T he Di recto rs have reviewed f or eca sts and b u d gets f or t he co ming year, w hich have been d rawn up with app r op riate regard f or the cu r rent ec o n o mic env i r o n ment and the particu lar ci rcu m stan ces in w hich the Gr o up o p e rates. These were p r e p a red with reference to his t o rical and cu r rent in d us t ry kn o wled ge, taking into acc o unt f utu re s t r ategy of the Gr o up.

During the year the Company raised £125,000 before costs for working capital purposes by way of an issue of 125,000,000 shares at 0.1p per share, issued 26,000,000 shares at 0.1p to settle outstanding creditor balances and crystalised the 2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares at 0.4p per share.

The total amount of loans remaining in the Group following the sale of the investment property during the year amounts to £3,415,728 (2023 - £4,447,914) as shown in note 13. Of the balance of the loans remaining outstanding of £3,415,728, a sum of £2,219,818 relates to loans owed to Mr C Johnson, plus connected parties, a director of subsidiary companies. The balance of amounts owed were to independent third parties.

T he Gr o up co n tinues to utilise banking and other financial institution s o u rces f or the fin a ncing of its devel o p ments, t ogether with significant loans fr om third party investo r s as stated in note 13, which is after the disposal of its investment properties, to en s u re that there is su fficient m o ney available f or the Gr o up to under take and co m plete its var i o us devel op ments.

T he Gr o up does n ot operate an o v e r d raft facility b ut b o rr ow on a site specif ic basis fr om var i o us banker s or financial institutions, with a mix of loans f rom o uts i de in vest o rs gea r ed to s o me of the devel o p ment p r o p e rties and oth e r wise loan ed on a gener al basis to the Gr o up. Mr C Johnson has confirmed that he will provide necessary funding to the subsidiary companies as and when required over the next twelve months, should it be required.

T he B o a rd is co m f or table with the s t r uctu re of its finances, w hich usually inv olves borrowing a m odest s um to wards the land p u rchase f or the m o dest s ized resi dential devel op ment schemes, with Mr C Johnson or the Gr o up p utting up the rest of the f un ds r e q u i r ed to acq u i re the site and the c o sts ass o ciated with the acq uisition and then f or the bank or financial institution to p r o v i de 10 0% of the b u ild finance.

We have submitted an application to demolish the existing bungalow and build a scheme of detached houses at the Talbot Park site, acquired shortly after the year end, which should achieve in the region of £950,000 each. We have no build costings as yet but expect to have a decision on the planning by the end of September. It is Officer recommended for approval. Once we have consent we will either be able to seek funding for the build or dispose of the consented development. This project is expected to make additional funds available to the group.

The board are also continuing to consider a reverse takeover as stated in note 20 and have taken a loan from the target company to cover any abort fees should the deal not complete.

Ho wever, given th at a deg ree of unce r tainty exists in the timing of f utu re sales, the Company's ability to raise further funds through share placements and the potential reliance on further funding been provided by the directors, there e xists a mater ial unce r tainty that may cast significant doubt on the Group's ability to continue as a going concern.

REVENUE RECOGNITION  

Rev e n ue represents t he a m ou nts receivable f r om the investment in residential property during t he year and other inco me directly ass ociated with property dev elop m e nt. This will take the form of rental income and sales of investment property.

Rental income is recognized at the point of receipt being the contractual date in accordance with the tenancy agreements.

Revenue from customers arising from the sales of development property are recognized at the transaction price which reflects the amount of consideration that is expected to be received and is recognized at a point in time when ownership passes to the customer, which in t he maj ority of ca ses is the point of legal completion of the property sale

T he Directors are of the opinion th at t his accou nti ng policy ac c u rately r e flects co m mercial reality and the recording of r e ven ue f or the G ro u p.

ST ANDARDS ISSUED BUT NOT YET EFFEC T IVE

The following new standards or amendments to existing standards were applicable for the first time and have not had an impact on the financial statements.

New standards, interpretations and amendments:

Amendments to IAS 21 - Lack of Exchangeability

(issued August 2023)

The amendment is effective for financial years beginning on or after 1 January 2025.

Amendment to IFRS 9 and IFRS 7 - Classification and Measurement of Financial Instruments

(issued May 2024)

The amendment is effective for financial years beginning on or after 1 January 2026.

IFRS 18 Presentation and Disclosure in Financial Statements

(issued April 2024)

This is the new standard on presentation and disclosure in financial statements, with a focus on updates to the statement of profit or loss. The key new concepts introduced in IFRS 18 relate to:

·      the structure of the statement of profit or loss;

·      required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity's financial statements (that is, management-defined performance measures); and

·      enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.

The amendment is effective for financial years beginning on or after 1 January 2027.

IFRS 19 Subsidiaries without Public Accountability: Disclosures

(issued May 2024)

The amendment is effective for financial years beginning on or after 1 January 2027.

The Group does not expect a material impact on its consolidated financial statements form these standards.

Adoption of the following standards does not have an impact on the consolidated financial statement of the Group:

Amendment to IAS 7 and IFRS 7 - Supplier finance

(issued May 2023)

The amendment is effective for financial years beginning on or after 1 January 2024

The Group considers there will be no material impact on its consolidated financial statements from these amendments.

Amendments to IFRS 16, Lease liability in a Sale and Leaseback

The amendment is effective for financial years beginning on or after 1 January 2024

The Group considers there will be no impact on its consolidated financial statements from these amendments.

Amendments to IAS 1 Presentation of Financial Statements: Classification of Liabilities as Current or Non-current (issued January 2020)

The amendment is effective for financial years beginning on or after 1 January 2024 and has not yet been adopted for use in the United Kingdom.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 1 and IFRS Practice Statement - Disclosure of Accounting policies (issued in February 2021)

The amendments enhance the disclosure requirements relating to an entity's accounting policies and clarify that the notes to a complete set of financial statements are required to include material accounting policy information. Material accounting policy information, when considered with other information included in the financial statements, can reasonably be expected to influence decisions that the primary users of financial statements make on the basis of the financial statements. The amendments help preparers determine what constitutes material accounting policy information and notes that accounting policy information which focuses on how IFRS has been applied to its own circumstances is more useful for users of financial statements than standardised information or information duplicating the requirements of IFRS.

The amendment also states that immaterial accounting policy information need not be disclosed but when it is disclosed it shall not obscure material accounting policy information. Further, if accounting policy information is not deemed material this does not affect the materiality of related disclosure requirements of IFRS.

The disclosure of judgements made in applying accounting policies should reflect those that have had the most significant effect on items recognised in the financial statements.

The amendment is effective for financial years beginning on or after 1 January 2023 and has not yet been adopted for use in the United Kingdom.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 8 - Definition of Accounting Estimates (issued in February 2021)

The amendments introduce a new definition of accounting estimates and also clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors.

The amendment is effective for financial years beginning on or after 1 January 2023 and has not yet been adopted for use in the United Kingdom.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Amendments to IAS 12 Deferred Tax related to Assets and Liabilities arising from a Single Transaction (issued 7 May 2021)

The amendments specify how companies should account for deferred tax on transactions such as leases and decommissioning obligations.

In specified circumstances, companies are exempt from recognising deferred tax when they recognise assets or liabilities for the first time. Previously, there had been some uncertainty about whether the exemption applied to transactions such as leases and decommissioning obligations-transactions for which companies recognise both an asset and a liability.

 

The amendments clarify that the exemption does not apply and that companies are required to recognise deferred tax on such transactions. The aim of the amendments is to reduce diversity in the reporting of deferred tax on leases and decommissioning obligations.

The amendments are effective for financial years beginning on or after 1 January 2023 and have not yet been adopted for use in the United Kingdom.

The Group does not expect a material impact on its consolidated financial statements from these amendments.

Business Combination

On the acquisition of a subsidiary, the business combination is accounted for using the acquisition method. The cost of an acquisition is measured as the aggregated amount of the fair value of the consideration transferred, measured at the date of acquisition. The consideration paid is allocated to the assets acquired and liabilities (including contingent liabilities) assumed on the basis of fair values at the date of acquisition. Acquisition costs are expensed when incurred and included in general and administrative expenses.

B ASIS OF CONSO L I D A T ION

T he co ns olidated fin a ncial stat e ments i ncorporate the fin a ncial state men ts of t he company and its s u b sidiarie s.

T he results of s u b sidiaries ac q uired d u ring t he year are in clu ded f r om the date of acq u i s itio n, being t he date on w hich the Gro up obtains co ntr ol. T h ey are deco ns olidated on the date t hat co ntrol cea ses.

W hen t he Gr o up ceases to h a ve co ntrol or s i g n i fica nt i n fluence, any retai ned i nterest in t he e ntity is r e mea su red to its f air val ue, with t he c h a nge in car r ying a m ou nt recog nised in pro fit or lo ss.   T he fair value is t he i nitial carr y i ng a m o unt f or the p u r po ses of su b seq uen tly accou nti ng f or the retained interest as an ass ociate, j oint ven t u re or f i nancial as set.   In addition, any a m o un ts prev i o us ly recog nised in other co m pr e h e ns i ve i nco me in respect of that entity are acco unted f or as if t he Gro up had directly dis po sed of t he related assets or liabilities. T his m ay mean t he a m o u nts previo us ly recog nised in o t h er co m pr e hen sive i nco me are reclass i fied to pro fit or lo ss.

C o ntrol is ac hieved w hen t he Company:

·       has the p o wer o ver the i n vestee;

·       is ex po sed or his rig hts, to variable retu r ns f r om its involv e m e nt with t he in v e stee; and

·       has the ability to u se its po wer to af fect its ret u rn s.

DEFINED CONT R IBUT ION PENSION P LAN

T he Gro up operates a defined co ntrib ution plan f or its e m p l o yee s. A d e fined co ntrib ution plan is a pen sion plan un der w hich t he Gro up p a ys f i xed co ntributio ns i nto a separate entit y. Once the co ntributi o ns have been paid t he Gro up has no f u r t her p a ymen ts obligation s.

T he co ntrib utio ns are reco gn i sed as an ex pen se in t he profit or loss w h en t h ey fall d u e. Am ou n ts n ot paid are sh o wn in accr uals as a liability in t he State m e nt of Fi nan cial P o sition. T he assets of t he plan are held separately f r om t he Gro up in i n depen dently ad m i nistered fu n ds

FINANCIAL INST RUMENTS

T he C o m pany recog n i ses f i n a ncial i n stru m e nts w h en it bec o m es a par ty to t he co ntractual arrang e m e nts of the instr u ment. Fi nan cial i nstr uments are d e - recog nised w h en th ey are dis c har ged or w h en t he contractual term ex pire. T he C o m p a n y 's accou nti ng policies in respect of f i nancial i nstr u m e n ts tran sactions are ex plained belo w: Fin a ncial as sets a nd f i n a ncial liabilities are in itially mea su r ed at fair value.

Financial a ssets:

All recog n i sed f i nan cial as sets, including trade and other receivables, are initially recognized at the transaction price and su b seq u e ntly mea s u red at a m ortised co st using the effective interest rate method.

Tr ade payables

T r a de payables are i nitially mea s u red at f air val ue a nd are su b seq uen tly mea su red at a m or tised co st, us i ng the ef fective i nterest rate met h od.

Convertible loan notes

Convertible loan notes are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for similar non-convertible debt. The difference between the proceeds of issue of the convertible loan notes and the fair value assigned to the liability component, representing the embedded option to convert the liability into equity of the Group, is included in equity. Issue costs are apportioned between the liability and equity components of the convertible loan notes based on their relative carrying amounts at the date of issue. The portion relating to the equity component is charged directly against equity. The interest expense on the liability component is calculated by applying the prevailing market interest rate for similar non-convertible debt to the liability component of the instrument. The difference between this amount and the interest paid is added to the carrying amount of the convertible loan note.

Sha re capital

Ordinary s hare capital is clas sified as eq u it y. I nter im ordinary divid e n ds are reco gnis ed w h en paid and final ordinary d i viden ds are reco g n i sed when they are authorized and are no longer at the discretion of the entity and as a liability in t he year in w hich th ey are appro ved.

Deferred shares were created as part of a subdivision of shares but carry no voting rights and no right to participate in the profits of the company.

Impairment of financi al a ssets

IFRS 9 offers two approaches for measuring and recognizing the loss allowance: General and Simplified. The general approach should be applied for all financial assets subject to impairment, except for trade receivables or contract assets (IFRS 15) without significant financing component, for these assets simplified approach should be applied. The Group's financial instruments measured at amortised cost falling within the scope of the standard are (i) trade and other receivables and (ii) cash and cash equivalents. While cash and cash equivalents are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial.

Financial liabilities:

At a m ortised co st

Fin a ncial liabilities w hich are neit her co ntin g e nt co nsiderati on of an acq uirer in a b usiness co m b i natio n, held f or trading, n or designated as at fair value th rough pro fit or lo ss are su b seq uently mea su red at a m ortised co st us i ng the ef fecti ve inter e st met h od. T his is a met h od of calculati ng t he a m ortised co st of a f i nancial liability a nd of allocating interest ex p e nse over the relev a nt period. T he ef fecti ve interest rate is t he rate that exactly d i scou nts esti mated f utu re ca sh paym e n ts th rou gh t he ex pected life of the f i n a ncial liabilit y, or w here app r opriate a sh orter period, to the a m ortised co st of a f i n a ncial liabilit y.

Dereco gnition of fin a ncial lia bilities

T he Co m pany de-recog nis e f i nancial liabilities w hen, and o n ly w h e n, the Co m pan y's obligations are dischar ged, ca ncelled or th ey e x pire.

C ASH AND CASH EQUI VALENTS

Cash and ca sh eq u i vale nts co m pr i se ca sh balances and depo sits held at call with ban ks with matu rities of  th ree m o n t hs or less f r om i nceptio n.

INVENTOR IES

I nv e ntories co ns i st of the original acquisition of land for development, including costs associated with planning, and properties un der con struction a nd are stated at t he lo wer of co st and net reali sable value. C o st co m pr i ses direct materials an d, w here applicable, direct labo ur co sts a nd t h o se o v e r heads th at h a ve been incu rred in brin ging t he i n v e ntories to t heir present locati on and co n ditio n.   I nter e st on s u ms borr o wed t hat f i nance s pec i fic pro jects is added to co st. Net realisable value represents t he esti mated selling price less all esti mated co sts of co m pletion and co sts to be incu rred in m a r ketin g, selling and distrib utio n.

P ROPER TY P LANT AND EQUI PMENT

P r o perty, pla nt a nd eq uip m e nt are stated at co st, less accumulated depreciation and accumulated impairment. Dep reciation is calc ulated to w rite d o wn the co st less e sti mated residual val ue of all ta ngible f i xed ass ets us i ng the red uci ng bala nce met h od o ver their ex pected u s e f ul eco no mic liv e s. T he rates generally applicable are:

Fix t u res, fittin gs and eq uip m e nt - 25% on red uci ng balance

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

INVESTME NT P ROPE R TY

I nv e s t m e nt proper t y, w hich is property held to earn r e ntals an d/or f or capital appreciation (incl u d i ng proper ty un der co nstr uction f or su ch p u rpo ses), is mea s u red initially at co st, incl u ding tran saction co sts. S u b seq u e nt to initial recog nition, i nv e s t ment property is mea su red at f air value. Gai ns or lo s ses ar i s i ng f r om c han ges in t he fair value of in vest m e nt property a re inclu ded in pro fit or lo ss in the period in w hich th ey arise."

BORROW ING COSTS

Bor r o wing co sts directly attri b utable to the acq uisitio n, co nstr uction or prod uction of q uali f ying ass ets, w hich are assets that take a s u b stantial period of ti me to be co m pleted f or sale, are added to the co st of property held as inventory at t he year e n d.   All other borro w i ng co s ts are recog n i sed in t he profit or loss in t he year in w hich th ey relate.

CUR RENT AND DEFER R ED T AXA T ION

Cu rrent tax a ssets and liabilities f or the c u rrent a nd prior years are mea s u red at the a m o u nt e x pected to be reco vered f rom or paid to the tax au t h orities.   T he tax rates and the tax la ws u sed to co m p ute t he a m o u nt are th o se t hat are enacted or su b s tanti vely e nacted, by the reporting date.

T he tax ex pense represe nts t he s um of t he tax c u rrently p a y a ble and deferred tax.

T he t ax c u r r e n tly p a y ab le is ba s ed on t a x ab le p r o f it f or t he y ear. Ta x ab le p ro f it d i ff ers f rom n et pro f it as re po r t ed in t he i n c o me st a te m e nt b eca u se it e x c l u d es it e ms of i n c o me or e x p e nse t h at are t a x a b le or ded u c ti b le in o t her y e ars a nd it f u r t h er e x c l u d es it e ms t h at are n e ver t a x ab le or ded u c ti b l e. T he G ro u p 's liab ility f or c u r re nt tax is ca lculated u si ng tax rat es and tax laws t hat have b een e nacted or s u b sta n ti v e ly e nacted at t he r e p o rting date.

Deferred tax is the tax e x pected to be payable or reco ver a ble on differ e nces bet ween t he carr y i ng a m o u nts of assets and liabilities in the f i nancial state m e n ts a nd the c orrespo n ding tax bases u sed in t he co m p utation of t a x ab le pr o f it.    D e f er r ed t ax l i ab i l i ti es a re generally reco gn i sed f or all taxable te mporary differences and deferred tax assets are reco g nised to the extent t hat it is probable that taxable pro fits w ill be available again st w hich ded uctible te m porary differ e nces can be utilised. S uch assets and liabilities are n ot r eco gnis ed if the tem po ra ry differen ce a rises fr om g ood w ill or f rom the initial recognition  

(other th an in a b usin e ss co m b i natio n) of other assets and liabilities in a transac tion t hat af fec ts neit her the tax pro fit n or the acco un ting pro fit.

T he car r y i ng a m o unt of d e fer red tax a s s e ts is re v i e w ed at each repor ti ng d ate a nd red uced to the e x t e nt t h at it is no lo nger p robable t hat s uf ficie nt ta x a b le pr o f its w ill be a v ailab le to allow all or p a rt of t he asset to be reco vered.

De ferred t ax is calc ulated at t he t ax rates and tax laws that have been enacted or substantively enacted at the reporting date t hat are e x pected to a pp ly in t he y ear w h en t he liability is settled or t he a sset is r eali sed.   De fer red tax is c har ged or credited in pr o fit or lo s s, e x cept w hen it r elates to ite ms char ged or cr e d ited directly to o t her co m pr e h e n s i ve i nco m e, in w h i ch case t he d e ferred tax is a l so d ealt w ith in other co m prehen s i ve inco me.

C O MMI T ME N TS AND C O N T I NG E N C I ES

C o m m i t m e n ts a nd c o n ti n g e nt l i ab i li t i es are d i s c l o s ed in t he f i n a n c i al s t a t e m e n t s. T h ey a re d i s c l o s ed u n l e ss t he po s si b i l ity of an o u t f l ow of r e s o u rc es e m bo d y i ng ec o n o m ic ben e f i ts is r e m o t e. A co n ti n g e nt a s s et is n ot recogn i s ed in t he f i n a n c i al st a t e m e n ts b ut d i s c l o s ed wh en an i n f l ow of ec o n o m ic b e n e f i ts is v i r t u a l ly c er t a i n .

C R I T I C AL A CC O UN T I NG J U DG M E N TS A ND K EY S O U R C ES OF E S T I M A T I ON AND UN C E R TAINTY

T he pr e paration of fin a ncial s tate m e nts in con f o r mity with law & United Kingdom adopted International Financial Reporting Standards (UK adopted IFRS) and IFRS in conformity with the requirements of the Companies Act 2006 req uires t he use of certain critical acco unti ng esti mates. It also req uires m a n a g e m e nt to exercise its j u dg m e nt in the proce ss of apply i ng t he Gro u p 's accou nti ng policies. T he areas inv olv i ng a hig her deg ree of j u d g m e nt or co m plexit y, or areas w here assu m ptio ns a nd esti mates are sig ni ficant to the Gro up f i n a ncial state men ts are disclo sed belo w.

Esti m ates and j u dg ments are co ntin ually e val uated and are based on historical ex perience and other factor s, incl u ding ex pectatio ns of f u t ure events t hat are believed to be rea s o nable un der the prese nt circu mstance s.

Valuation of Inventory

T he Gro up assesses the net r ealisable val ue of i n ventories u n der develo p ment a nd co m pleted pr o perties held f or sale according to their recoverable a m ou nts based on t he realisability of t hese proper t ies, ta king into accou nt esti mated co sts to co m pletion based on past ex perience and co mmitted co ntracts and esti mated net sales based on prevailing mar ket co n ditio ns. P ro vision is made w hen e ven ts or chan ges in cir c u msta nces i n dicate that the carr y i ng a m ou nts m ay n ot be realised. T he carr ying val ue is red uced by its selli ng price less co sts to co m plete and sell.    T his written down amount is recog n i sed i mmediate ly in profit or loss.   T he assess ment req uires t he use of j u dg ment a nd esti m ate s. T he carr y i ng a m o u nt of in v e nto ry is disclo sed in n ote 11 to the f i n a ncial state m e nts.

Recognition of deferred tax a ssets

T he reco gnition of deferred tax assets is based u pon w het h er it is m ore likely th an n ot that s u f ficient and s uitable taxable pro fits will be available in the f utu re agai n st w hich t he rever sal of te m por a ry d i ffer e nces can be ded ucted.   To deter m i ne the f utu re ta xable pro fits, r e ference is made to the latest a v ailable pro fit f orecasts. W here the te m porary differences are related to l o sses, relevant tax law is co nsidered to d eter m i ne the av ailability of the lo s ses to of f set a gai nst t he f u t u re taxable pro fits.

I mpair m ent of non financial a ssets

At ea ch state m e nt of f i n a ncial po sition date, the Co m p a ny revie ws t he car r y i ng a m ounts of its tan gible and inta ngible ass ets with f i nite li ves to deter m i ne w het her t here is an i n dication t hat t h o se a ssets h a ve s u f fered an i m pair m e nt lo ss. If a ny s u ch in dication e xis t s, t he assets reco v e rable a m ou nt is esti mated in order to deter mine t he exte nt of the i mpair m e nt lo ss (if a n y ). The recoverable amount is the higher of (a) fair value less costs to sell and (b) value in use.

If the reco verable a m o u nt of an ass et is esti mated to be less than its car r y i ng a m o u nt, the carr y i ng a m o u nt of t he asset is red uced to its reco verable a m ou nt. I m pair m e nt lo s ses are recog nised as an ex pen se i m mediatel y, u nless the relev a nt as set is la nd or buildings at a revalued a m o u n t, in w hich ca se t he i m p air m e nt lo ss is treated as a revaluation decrea se.

At the year end there were no intangible assets held by the company.

W here an i m pair m e nt lo ss s ub seq uently rever ses, t he car r ying a m o unt of t he ass et is i ncrea sed to the revised esti mate of its reco verable am o u nt, b ut so that t he incr eased carr y i ng a m o unt does not exceed the car r y i ng a m ou nt th at w o uld h a ve been deter mined had no i m pair m e nt lo ss been reco gnised f or the asset in prior yea r s. A rever sal of an i m pair m e nt lo ss is rec o g n i sed as inco me i m mediatel y, u nless the rele vant as set is carried at a revalued a m o u nt, in w hich ca se the rever sal of t he i m pair m e nt lo ss is treated as a revalu ati on increa se.

        

1. SEGMENTAL REPORTING

For the p u rpo se of IFRS 8, the chief operating decision maker ( " CODM") tak es the f o rm of t he Board of Director s. T he Director s' opinion of t he bu s i ness of the Gr o up is as f ollo w s.

T he principal activity of t he Gro up is that of a regional property developer focused upon Kent, Surrey, Sussex and the M25 ring south of London together with investment in residential property.

Based on the abo ve co nsider atio ns, the Directors' co n sider there to be o ne rep ortable geographical seg ment which is in the UK T he inter nal and exter nal reporting is on a co n s olidated basis with tran sactions between Gro up co m panies eli m i nated on co ns olidatio n. T heref ore, the fin a ncial in f o r mation of the s i n gle seg m e nt is t he s a me as t hat set o ut in t he co ns olidated state m e nt of co m prehen s i ve inco me, t he consolidated state ment of changes in equity, t he consolidated state m e nt of f i nancial po sition and ca s h flo w s.  Therefore, no segmental reporting is required.

Revenue

An analysis of revenue is as follows:
	2024		2023
	£		£
T he Gro u p 's reven ue, w hich is all attrib utable to their p rinci pal  activit y, can be shown as f oll o w s:
Rental Income	-		18,183
			18,183
	2024		2023
	£		£
Timing of Revenue are as follows:
Rental income transferred over time	-		18,183
			18,183
	2024		2023
	£		£
Revenues analysed by geographic location are as follows:
United Kingdom	-		18,183

2.             L OSS FOR T HE YEAR

Operating lo ss is stated after c har g i ng/ (creditin g) t he f o llo w i n g:	2023		2 0 22
	£		£
Su bco ntractor co sts and co st of in v e ntories reco g nised as an ex pense	(78)		1,150
Write-off of Inventory	-		29,750
	(78)		30,900
Impairment of assets	25,000		-
Dep reciation of property, plant a nd eq uip m e nt	213		284
Au ditor 's r e m u neration - au dit ser vices - Gro up	50,000		31,750
Auditor's remuneration - other assurance services - Group	-		4,750
	50,000		36,500
Operating expenses by nature:
E m plo yee ex p e ns es	104,433		228,184
Dep reciation	213		284
Legal and professional fees	205,635		217,886
Management Fees	-		78,591
Office rent and associated costs	19,705		19,740
Insurance	11,299		9,835
Mortgage redemption costs	20,511		10,187
Other expenses	17,830		7,221
	379,626		571,928

 

The Group incurred direct operating expenses totalling £3,637 (2023: £8,033) which did not generate any rental income in the year

3.             E MPL OYEES AND DIRECTO RS' RE MUNERATI ON

Staff co s ts d u ring t he year were as f ollo w s:

	2024		2023
	£		£
Wages and salaries	78,000		185,567
Social sec u rity co sts	8,943		20,627
Other pen sion co sts	17,490		21,990
	104,433		228,184

T he average nu m ber of e m plo yees of t he Gro up d u r i ng t he year was:

	2024		2023
	Nu mber		Nu m ber
Directors	4		6
Mr C Johnson and Mr A Johnson are directors of subsidiary entities
Ma nag e m e nt	1		1

Directors Remuneration w as as f ollo w s:

	2024		2023
	£		£
- E m o l u men ts f or q uali f y i ng ser vices J Dubois	-		8,333
- E m o l u men ts f or q uali f y i ng ser vices A J o h n s on (director of subsidiary entity)	60,000		60,000
- Emoluments for qualifying services P Treadaway	-		50,000
- Emoluments for qualifying services P Challinor	-		6,731
- Emoluments for qualifying services N Lott	-		3,333
- E m o l u men ts f or q uali f y i ng ser vices G Thorneycroft	-		39,169
	60,000		167,566

Highest paid director - gross salary including company pension contributions was £60,000 (2023 - £61,800)

T here are retirem e nt ben e fits accr uing to Mr C J o h n s on (director of subsidiary entities) for w h om a Co m p a ny co ntrib u tion w as paid d u ring the year of £16,800 ( 2 023: £ 1 8,0 0 0), Mr A J o hns on (director of subsidiary entities) £1,800(20 23: £1,800 ) and Mr G Thorneycroft £Nil (2023: £1,500).

4.             INTE R E ST PAYAB LE AND SI M ILAR CHAR G ES

For sites w here the co nstr ucti on had been co m pleted, the bank loan inter e st paid during the year on these sites of £nil (2 0 23: £920) has been accou nted f or in t he pro fit & lo ss wit hin co st of sales. Total interest in the year of £129,333 (2023: £86,451) has been paid and accrued on general funding loans, loan notes and on rental property mortgage loan plus an adjustment for the loan note equity reserve due to the CLN being converted at the year end.  Further details are provided in notes 13 and 15.

	2024		2023
	£		£
Mr C Johnson			-
DFM Pension Scheme (pension scheme for J Dubois (former director))	-		1,559
G Howard	10,000		10,000
C Rowe	-		584
Mrs S Johnson	-		198
Loan notes - Mr C Johnson	107,204		80,165
Paragon mortgage	11,424		30,422
Bank loan	705		920
	129,333		123,848

5.            TAXATI ON

	2024		2023
	£		£
Current tax	-		-
Tax charge	-		-
UK corporation tax rate has been reviewed upward to 25% effective April 2023
	2024		2023
	£		£
L o ss on ordinary activities before tax	(516,723)		(843,626)
Based on (lo ss) f or the year:
Tax at 19% ( 20 22: 19%)	(98,177)		(160,289)
Un relie ved tax lo ss es			-
I m pair m e nt			-
Tax losses carried forward	98,177		160,289
Tax ch a r ge f or the year	-		-

Deferred tax

No deferred tax assets have been provided in respect of property revaluation as there are h istorical lo sses upon w hich to o f f set. As at t he 31 March 2024,   the Gro up had cum ulati ve tax lo s ses of £6,704,650 (2 0 22: £6,296,440) that are available to o ff s et a gain st f u t u re ta xable pro fits of the same trade.

	2024		2023
	£		£
Fair value movement on property revaluation	-		(122,751)
Tax at 19%	-		(23,323)
Tax losses available	-		23,323
Deferred tax  f or the year	-		-

The UK Government announced in the 2021 budget that from 1 April 2023, the rate of corporation tax in the United Kingdom will increase from 19% to 25%. Companies with profits of £50,000 or less will continue to be taxed at 19%, which is a new small profits rate. Where taxable profits are between £50,000 and £250,000, the higher 25% rate will apply
but with a marginal relief applying as profits. UK corporation tax rate has been reviewed by the Group as a result of this changes.

6.            ( L OSS) PER ORDINARY SHARE

T he ca lculati on of ( l o ss ) / p r o fit per o r dinary share is bas ed on the f o llo wing ( l o s ses) and the nu m ber of shares used should be that retrospectively adjusted for the effect of consolidation:

	2024		2023
	£		£
( L o s s) f or the year	(516,723)		(843,626)
Weigh ted average nu m ber of s hares f or basic ( l o ss) p er sh a re	354,915,789		249,525,835
Weigh ted average nu m ber of s hares f or d iluted ( l o ss) p er s h a re	354,915,789		249,525,835
( Loss) per Ordinary Share:
Basic	(0.15)p		(0.34)p
Diluted	(0.15)p		(0.34)p

7.             PROPERTY, PLANT AND E Q U IPM ENT

Plant a nd eq uip m e nt	2024		2023
	£		£
Co st
At 1 A pril	32,790		7,790
A dditions	-		25,000
Impairment	(25,000)		-
At 31 March	7,790		32,790
Depreciation
At 1 A pril	6,937		6,653
Char ge f or the year	213		284
At 31 March	7,150		6,937
Net book value at 31 March	640		25,853

The impaired asset related to the hydroponic equipment held in Life Hydroponic Assets Ltd. The directors considered that as the company had not commenced to trade and the technology in the hydroponic space was forever changing that the asset would now unlikely be able to attract any proceeds should it be necessary for it to be sold. The corresponding creditor balance of £18,333 that remained outstanding was also written off from trade creditors.

8.            CURRENT ASSET: INVESTMENT PRO P ERTIES

	2024		2023
FAIR VALUE	£		£
As at 01 April	927,249		1,712,000
Additions	-		-
Disposals	(927,249)		(662,000)
Fair Valuation Adjustment	-		(122,751)
31 March	-		927,249
NET BOOK VALUE
As at 31 March	-		927,249
Fair Value at 31 March is represented b y:
Revaluation in 2024 (2023: at revalued amount)	-		927,249
Loss on Disposal:
Fair value	927,249		662,000
Disposal proceeds (net of costs)	927,249		649,618
Loss on Disposal	-		12,382

In 2023, fair value has been assessed by using level 3 fair value hierarchy and using the selling price achieved  following the sale of the remaining asset in September 2023.

9.             TRADE AND O TH ER RE C E IVAB L ES

	2024		2023
	£		£
Other receivables	39,269		2,300
Other tax es	13,467		9,457
P repay m e nts	26,840		22,276
	79,576		34,033

No IFRS9 provision has been recognized on the above financial instruments on the basis that this provision has been deemed to be immaterial.

10.          CASH AND CASH E QUIVA L ENTS

All of t he G r o u p 's ca sh a nd ca sh e q u i v a l e n ts at year end are in S t er li ng and held at floati ng i nterest rates.

	2024		2023
	£		£
Cash and ca sh eq uivalents	8,906		17,148
T he Directors co nsider that the carr y i ng a m ou nt of ca sh a nd ca sh eq u i vale nts appro x i mate to their fair v alu e .

11.          INVENT ORY

	2024		2023
	£		£
Work in progress	775,374		317,796

Inventories recognised as an expense during the period totalled £nil (2023: £nil). Borrowing costs capitalized in the year total £38,208 (2023: - £6,393 ).

Write-down of inventories recognised as an expense in the period totalled £nil (2023: £29,750). For 2023, it  was due to the owners of the Leatherhead site taking an alternative offer for their project from an independent third party.

Inventories pledged as security for liabilities as at the year end totalled £275,000 (2023: £275,000 ).

A 10% fall in the estimated future value of the property would result in an impairment totalling £80,000.

12.          TRADE AND O T H ER PAYA BL ES

	2024		2023
	£		£
T r a de payables	152,745		122,697
Taxation & s ocial sec u rity	12,130		14,211
Acc r uals	120,739		85,955
	285,614		222,863

13.          B ORROWINGS

	2024		2023
	£		£
Director s' loans	2,219,819		3,086,949
Other loans	719,500		560,000
Bank loans - see u n der	476,410		800,965
	3,415,729		4,447,914
Being:
Less than one year	-		874,697
More than one year	3,415,729		3,573,217
	3,415,729		4,447,914

Historic loan notes with a nominal value of £600,000 and £200,000 respectively were rolled up in to a new convertible loan note agreement in the year 2022 along with related party loans of £105,000 to create a new convertible loan note with a nominal value of £905,000. The liability in respect of this transaction is disclosed within directors loans above with a present value as at 31^st March 2024 of £nil due to the conversion of the loan notes during the period (2023: £797,796 ).  As a financial instrument with both debt and equity components, an amount had been recognised directly into a Loan Note Equity Reserve on issue, , with the debt element being unwound at an implied interest rate of 10% and the interest recognized through profit and loss. During the year, the Loan Note Equity Reserve was reversed following the conversion of the Loan Note. Refer to note 14 for further details.

T he remaining directors loan balance is discl o s ed in n ote 15 .

Included in other loans is £560,000 (2023: £560,000 ) advanced by Mr G Howard (son-in-law to Mr C Johnson) to t he Co m p a ny at rates of 10% & 5%   per an num (20 23: 10% & 5% pa) and loans provided during the year by Period Homes at £134,500 and Forum Energy Services Ltd at £25,000. Details of the negotiated loan interest reduction with Mr G Howard for accrued interest are given in note 17.

Selmat had also g ran ted to Pa rag on Mo rtgages a legal char ge o v er the free h o ld p r o p e rty at Hil den b o r o ugh. The m or t gage was in terest o nly, f or a te rm of seven years with a fix ed interest r ate f or the f i r st five yea r s. The property had been rented out but was sold during the year.

T he bank bo r r o wings are re p a yable as f oll o w s:	2024		2023
	£		£
On d e m a nd or wit h in o ne year			-
In the sec o nd year			-
In the t hird to fifth years i nclu sive			-
After five years	476,410		800,965
	476,410		800,965
Less a m o u nt d ue f or settle m e nt wit h in twelve m o n t hs			-
(included in current liabilities)
Am ou nt d ue f or settle m e nt a f ter twelve m o n t hs	476,410		800,965

T he weighted av e rage in t e rest rates paid on the bank loans were as f oll o w s: Bank loans: 3.4 % ( 2023: 3.4 %)

All of the Direc t o r s' loans a re r e payable after m ore than 1 yea r . All l oans are inte r e st bea ring and ch a r g ed ac c o r dingly.  Ho wever, Mr C J o hn s on has waived his rig ht to in terest in the current year and the previous year. I n terest of £nil ( 20 23: £1,559) was paid to Mr J Dub ois at the rate of 1 2% pa ( 2 0 22: 12% p a ).

14.          SHARE CAPITAL

Issued allotted & paid share capital	2024		2023
	Number		Number
Ordinary shares
Ordinary shares of 0.1p in issue	275,852,371		142,519,038
Ordinary shares of 0.1p issued in year	377,250,000		133,333,333
Total ordinary shares of 0.1p in issue	653,102,371		275,852,371
Deferred shares
Deferred shares of 0.9p in issue	287,144,228		287,144,228
Deferred shares of 0.9p arising in year	-		-
Total Deferred shares of 0.9p in issue	287,144,228		287,144,228

Background and current year position - Ordinary shares, warrants and loan notes

Ordinary Shares:

On 18 August 2023, the company issued 125,000,000 new ordinary shares at 0.1p as a result of placing of shares that raised gross proceeds of £125,000. The funds raised provide the Company with additional working capital.

On 27 March 2024, 26,000,000 ordinary shares at 0.1p per ordinary share were issued in order to settle certain liabilities amounting to £26,000.

On 27 March 2024, a convertible loan note with an aggregate amount of £905,000 was fully converted into 226,250,000 ordinary shares at 0.4p per ordinary shares. Previously, in year 2022, the Company agreed with Mr C Johnson a consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. As a result of the consolidation and variation agreement, the total amount owed to Mr C. Johnson was converted into an unsecured convertible loan note with an aggregate amount of £905,000, which was set to expire on 31 July 2024 but was fully converted into equity during the year. Further to the conversion, Mr C Johnson has instructed the Company's Broker, Peterhouse Capital Limited ("Peterhouse") to immediately place the entirety of the 2022 Conversion Shares, at a price of £0.00044 per share (a 12% discount to the mid-market closing price of £0.0005 on 20 March 2024, the last practical date prior to this announcement), raising £99,550. Of the £99,550 total cash consideration received by Mr C Johnson for the 2022 Conversion Shares, £50,000 is to be subscribed for by Paul Treadaway, Trafalgar's Chief Executive Officer, and £10,000 by Gary Thorneycroft, the Company's Group Financial Director.

Deferred Shares:

On 13 July 2020 the Company undertook a sub-division of its ordinary shares, which sub divided the 487,690,380 0.1p ordinary shares of 0.1p each into 487,690,380 ordinary shares of 0.01p each and 487,690,380 0.09p deferred shares of 0.09p each.  The 0.09p deferred shares of 0.09p each were consolidated into deferred shares of 0.9p each ranking pari passu as one class with the existing deferred shares of 0.9p each.

Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to receive dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after holders of ordinary shares have received £100,000 per ordinary share. Holders of deferred shares are not entitled to any further
rights of participation in the assets of the Company.  The Company has the right to purchase the deferred shares in issue at any time for no consideration.

Issued, all o t t ed and f ully p a id	2 024		2 023
	£		£
Ordin ary s h a res b/fwd	275,852		142,519
Deferred shares b/fwd	2,584,298		2,584,298
Issued in y e ar - ordin ary s h a res	377,250		133,333
Issued in year - deferred shares	-		-
	3,237,400		2 ,860,150

For the purpose of preparing the consolidated financial statement of  the Group, share capital represents the nominal value of the issued share capital of 0.1p per share (2023: 0.1p per share).  Share premium represents the excess over nominal value of the fair value consideration received for equity shares net of expenses plus deferred shares of 0.9p after issued share capital of 1p.

15.          RELAT ED PAR TY TRANS ACT I ONS

Mr C J o hns on, a subsidiary Director who served during the year, h eld 18,681,580 ordinary 0.1p shares in t he Gro up as at 31 March 2 024 (2023 18,681,580 ordinary 0.1p).

    Mr N Lott, who served as a Director during the year, held 50,000 ordinary 0.1p shares in the Group as at 31 March 2024 (2023: 50,000 ordinary 0.1p). 

Mr P Trea daway who served as a Director during the year, held 133,409,829 ordinary 0.1p shares in the Group as at 31 March 2024 (2023: 19,733,466 ordinary 0.1p).

Mr G Thorneycroft who served as a Director during the year, held 23,327,273 ordinary 0.1p shares in the Group as at 31 March 2024 (2023: 600,000 ordinary 0.1p).  

Fu rth er d etails relating to warrants can be found un d er n o te 16.

T he f ollo w i ng w o r king capital loans h a ve been pro vided by the following Directors:	2024		2023
	£		£
Mr C J o h n s on
Opening balances	3,123,798		2,938,382
L oan rep a ym e nts	(993,297)		(63,255)
Per s o nal drawin gs	(15,283)		(19,587)
Capital in jected	104,600		268,258
Balance carried forward	2,219,818		3,123,798
J Dubois
Opening balances	-		100,000
L oan rep a ym e nts	-		(100,000)
Balance carried forward	-		-
P Treadaway
Opening balance	(36,849)		-
Drawn in year	(120)		(36,849)
Closing balance	(36,969)		(36,849)

Mr C J o hns on's L oan bore i nterest d u r i ng t he year at 5% (2023: 5% pa), b ut he has c h o s en to f orego t he i nterest as he did in 2023. Mr C Johnson was due interest of £nil in the year (2023: £nil).  Mr C J o h n s on is no l o nger a Director of Trafalgar Property Group Plc, but remains a director of other entities to the Group and r e mai ns a shar e h older. Mr Du bois 's L oan, w hich is f r om his Pen sion Fu nd of w hich he is t he s ole beneficiar y, was paid interest of £nil (2023: £1,559) at 12% pa interest (2022: 1 2% pa).  This loan was fully repaid on 16^th May 2022.

Mr. G. Howard (son-in-law to Mr. C Johnson) had previously advanced loans of £560,000 (2023: £560,000) to t he Co m p a ny at rates of 10% & 5%   per an num (20 23: 10% & 5% pa)

Du ring the year rents were p aid of £9,142 ( 2 023: £10,000) to the C o m be Bank Ho mes Pension Scheme w hich o w ns the f ree h o ld o ffices at Cheq u e rs B a r n.   Mr C J ohns on is a Tr ustee and Beneficia ry of that Pens i on Scheme.

During the year payments amounting to £1,938 (2023: £15,900 ) were made to Real Time Accounting Ltd for bookkeeping services.  Gary Thorneycroft is a majority shareholder and director of Real Time Accounting Ltd.

During the year payments amounting to £nil (2023: £12,000) were made to May Barn Horticultural Consultancy Ltd, for hydroponic consultancy services, a company that Dr P Challinor was a director and major shareholder During the year it was agreed to write-off the balance due to May Barn of £18,333 for the hydroponic assets owned by Dr P Challinor on the basis that both parties have agreed to waive the amount payable.

16.          SHARE WARRANTS  

Following the conversion of the 2022 CLN with Mr C Johnson the warrants attaching to that CLN have now expired and there are no warrants remaining.

17.          CAPITAL CONTRIBUTION RESERVE

The capital contribution reserve of £400,147 (2023: £400,147 ) related to the renegotiation of interest accruing on loans from Mr G Howard to below market rate terms. Interest was reduced from 10% pa to 5% pa for the entire term of the loans and is now non compound.

As Mr. G Howard is related to Mr. C Johnson, a related party, a Capital Reserve was created. In the current year, a further provision of £nil (2023:242,370) was recognized as a result of Mr. Howard waiving all interest due on the loan outstanding.

18.          CATEG O R I ES OF FINANC IAL INS TRUM ENTS

All f i n a ncial i nstr u m e n ts are mea s u red un der IFRS 9 at a m ortised co st.

   Financial Risk Management

The Group and Company's financial instruments comprise investments designated at fair value through profit or loss, cash and various items such as trade and other receivables, and trade and other payables, all of which arise directly from its normal operations. The carrying values of all of the Group and Company's financial instruments approximate their fair values at 31 March 2024 and 31 March 2023. The Accounting Policies described on pages 29 - 30 outlines how the financial instruments are measured.

Through its normal operations the Group is exposed to a number of financial risks. The Board reviews and agrees policies for managing each of these risks as summarised below:

Capital risk management

T he G ro up co n si ders its cap it al to comprise its s h are cap it al a nd s h are pre m i u m.    T he G ro u p 's cap it al m a n a g e m e nt o b j ec ti v es a re to s a f e gu ard t he e n ti t y 's ab ility to co n ti n ue as a g o i ng c o n cer n, so t h at it can co n ti nue to pro v i de re t u r ns f or s h are h o l d ers a nd be n e f its f or o t h er st a k e h o l ders a nd to pro v i de an adeq u a te re t u rn to s h are h olders by pr ici ng prod u c ts a nd ser v i c es c omm e n s u ra t e ly with t he l e v el of r is k.

Significant Accoun ting Policies

De t a i ls of t he s i g n i f i c a nt a c c o u n t i ng po li c i es a nd m e t h o ds a dop t e d, i n c l u d i ng t he c r it er ia f or recog nition, the basis of mea su r e ment a nd the basis on w hich inco me a nd ex pen ses are reco g nised, in res pect of each class of f i n a ncial a s set, f i n a ncial liability a nd convertible debt a re d isclo sed on p a g es 23 to 31 to these financial statements

Foreign currency risk

T he Gro up has min i m al ex p o su re to the differing t y p es of f oreign c u rren cy ris k.   It has no f oreign cu rren cy de n o m i na t ed m o n e t a ry a s s e ts or li ab i l i ti es a nd do es n ot ma ke s a l es or p u r c h a s es f r om o v e r s e as c o u n t r ies.

Intere st rate risk

T he Gr o up is s e n s iti ve to ch a ng es in i nterest rates w here i nterest is char ged on a variable rate basis. This risk has been minimized by:

·    the original bank loan with Lloyds Bank has been replaced by a loan with CPF One Ltd after the year end, following completion of the construction work, changing from a variable rate basis on to a fixed rate facility.,

·    renegotiation of interest rates on some of the other loans from 10% to 5% (all fixed rates) all then being forgone by the lender,

·    partial repayments made in the year on other loans and,   

Credit risk m anag e m ent

C redit risk r e fers to t he risk t hat a cou nter par ty will def a ult on its co ntrac t ual obligatio ns resu lting in f i nancial lo ss to the Gro u p. There is limited exposure due to no trade receivables and that the primary exposure relates to cash and cash equivalents, which are all deposited with reputable banks.

Liquidi ty risk m anag e m ent

T his is the risk of t he Gro up not being able to co ntin ue to operate as a g oing co ncer n. The sale of the completed Speldhurst property, that is on the balance sheet at cost, will provide cash flow to the business. The new project at Talbot Park, once planning permission is granted, is expected to provide a good profit as it will allow two properties to be built and sold. Current financing is provided by external financial institutions supported by Mr C Johnson.

T he Di r e c t o rs h a v e, a f t er ca r eful c o n s i der a ti on of t he risks ab o v e, c o n c l u ded t hat it is ap p ropr iate to adopt t he g o i ng co n cern b a s is f or t he prepar ation of t he f i nancial stat e m e n ts a nd t he f i n a n cial s tate m e n ts do n ot i n c l u de a ny ad j u st m e n ts t h at w o uld r e s ult if t he g o i ng co n cern b a sis w as n ot appropriate.

Derivative financial ins truments

T he Gro up does n ot cu rrently u se derivati ve f i nan cial i n stru ments as hed g i ng is n ot co nsidered neces sar y.

Sh ould the Gro up identi fy a req uire m e nt f or the f u t u re u se of s uch fin a ncial i n stru m e nts, a co m prehen s i ve set of policies and s yste ms as appro ved by the Directors will be im ple m e nted.

Financi al lia bilities	31 March 2024	Due wit hin	Due wit hin
	Total	Due within One year	Due within one to five years	Due over Five years
	£	£	£	£
T rade p a y a b l es	273,484	273,484	-
Borr o w i ngs - Di recto r s' loan	2,219,819	-	2,219,819
Borr o w i ngs - B a nk lo an	476,410	-	-	476,410
Borr o w i ngs - Ot her lo a ns	719,500	159,500	560,000	-
Total	3,689,213	432,984	2,779,819	476,410

Financi al lia bilities	31 March 2023	Due wit hin	Due wit hin	Due o ver
	Total	Due within One year	Due within one to five years	Due over Five years
	£	£	£	£
T rade p a y a b l es	208,652	208,652
Borr o w i ngs - Di recto r s' loan	3,086,949	874,697	2,212,252
Borr o w i ngs - B a nk lo an	800,965			800,965
Borr o w i ngs - Ot her lo a ns	560,000		560,000
Total	4,656,566	1,083,349	2,772,252	800,965

19.          NET D E BT R ECONC I L I A T I ON

		2024	2023
		£	£
Cash at bank		8,906	17,148
Cash and ca sh eq u i vale nts		8,906	17,148
Bor r o wing rep a yable (incl u d i ng o verdrafts)		(3,415,728)	(4,447,914)
Net Debt		(3,406,822)	(4,430,766)
	Ca sh and liquid invest ment	G ro ss borr o wings with a fixed intere st rate	T ota l ca sh and liquid invest m ents
	£	£	£
Net debt as at 31 M arch 2 0 22	12,753	(3,924,724)	(3,911,971)
Cash flo ws	4,395	(523,190)	(518,795)
Net debt as at 31 M arch 2 0 23	17,148	(4,447,914)	(4,430,766)
Cash flo ws	(8,242)	1,032,186	1,023,944
Net debt as at 31 M arch 2 0 24	8,906	(3,415,728)	(3,406,822)

20.          SUBSE Q U ENT E V ENTS

E v e n ts following t he y e ar- e nd t hat pr o v i de ad d iti o nal i n f o r m a ti on ab o ut t he G r o u p 's po s i t i on at t he repor t i ng da te a nd are ad j u st i ng e v e n ts a re r e f l e c t ed in t he f i nanc i al s t a t e m e n t s.   E ven ts s u b s e q uent to t he y ear-e nd t h at are n ot ad j u s t i ng e v e n ts are d i s c l o s ed in t he n o t es wh en m a t er i a l.

As stated in the announcement by the Group on 29 May 2024 we are in discussions with parties relating to a potential reverse takeover, non-binding heads of terms have been signed.   These discussions continue and further announcements will be made in due course. A further announcement on 03 June 2024 stated that Ecap Esports Ltd had agreed to loan the Company the sum of £250,000, the proceeds of which will be ring fenced to cover costs associated with the proposed reverse takeover, should the transaction not occur. As announced in March 2024 Mr C Johnson introduced £99,550 into Trafalgar by way of a loan being the consideration he received for the 2022 Conversion Shares. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company. At the date of these financial statements this CLN has not yet been signed.

2024 CLN Issue

Further to the conversion of 2022 CLN, in order to provide additional funds to the Company, Mr C Johnson has agreed to reinvest the entirety of the £99,550 consideration he will receive for the 2022 Conversion Shares back into the Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company. 

As per Company Act 2006, the Company is required to convene a general meeting in order to undertake a share reorganisation (the "Reorganisation"). A circular ("Circular") containing further details of the Reorganisation and notice of the general meeting to approve the resolutions is required to implement the Reorganisation, and was expected to be published and dispatched to Trafalgar's shareholders last 31 May 2024, but a postponement was announced on 30 May 2024 following a disclosure dated 29 May 2024 regarding a discussion on a potential reverse takeover and that its shares is being suspended from trading on AIM, thereby postponing the posting of the said Circular for the required general meeting.  

New Loan Agreement with Ecap Esports Ltd.

On 3 June 2024, the Group announced that it has entered into a loan agreement with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports has agreed to loan the Company the sum of £250,000, the proceeds of which will be ringfenced to cover costs associated with the recently announced proposed reverse takeover, should the transaction not occur. In the event the proposed transaction does not complete, any funds remaining following payment of all accrued transaction fees shall be returned to the lender. The loan bears no interest.

	Note
		2024		2023
		£		£
Fixed Assets
I nv e s t m e n ts	7	-		-
Current a ssets
Debtors	8	32,140		54,220
Cash at bank a nd in hand		3,406		3,842
		35,546		58,062
TOTAL ASSET		35,546		58,062
EQUITIES & LIABILITIES
Current liabilities
Trade & other payables	9	224,856		961,756
Non-current liabilities
Borrowings	10	25,000		-
TOTAL LIABILITIES		249,856		961,756
NET (LIABILITIES)		(214,310)		(903,694)
Called up s hare capital	12	3,237,400		2,860,150
Share pr e m i um acco unt		4,136,240		3,484,915
Loan note equity reserve		-		107,204
Profit and loss account		(7,587,950)		(7,355,963)
Equity - attributable to the o wners of the Parent		(214,310)		(903,694)
TOTAL EQUITY AND LIABILITIES		35,546		58,062

T he lo ss f or the fin a ncial year dealt with in the f i n a ncial state m e nts of the Parent C o m pany w as l o ss of £339,191 (20 23: l o ss £408,699).

T he fin a ncial state ments were appro ved by the Board of Di rectors on 24 September 2024 and auth orised f or is s ue and are signed on its behalf b y:

P T rea d a w a y: … Paul Treadaway ………. G Thorneycroft: … Gary Thorneycroft ………

C o m pany Reg i stration N u m b e r: 04 3 40 1 25

T he n otes on pages 45 to 52 f orm an integ ral part of th e se f i nancial state m e nts

	Share	Share	Loan Note	Profit	Total
	Capital	Premium	Equity	& loss	Equity
			Reserve	account
	£	£	£	£	£
At 1 April 2022	2,726,817	3,250,249	30,303	(6,947,264)	(939,895)
Loss for the year	-	-	-	(488,864)	(488,864)
Total comprehensive loss for the year	-	-	-	(488,864)	(488,864)
Movement in Loan note equity reserve			76,901	80,165	157,066
Shares issued during the year net of costs	133,333	234,666	-	-	367,999
At 31 March 2023	2,860,150	3,484,915	107,204	(7,355,963)	(903,694)
At 1 April 2023	2,860,150	3,484,915	107,204	(7,355,963)	(903,694)
Loss for the year	-	-	-	(339,191)	(231,987)
Total comprehensive loss for the year	-	-	-	(339,191	(231,987)
Loan Note Equity Reserve			(107,204)	107,204	-
Shares issued during the year on conversion of loan notes	226,250	678,750		-	905,000
Shares issued during the year net of costs	151,000	(27,425)		-	123,575
At 31 March 2024	3,237,400	4,136,240	-	(7,587,950)	(214,310)

Further details of share capital are shown in Note 12.

Loan note equity reserve is the amount that has been provided for in respect of the difference between the cash value and the liability element of the loan notes. The remaining balance has been reversed following the conversion of the loan note during the year (2023: adjustment of £76,901)

T he n otes on pages 45 to 52 f orm an integ ral part of th e se f i nancial state m e nts.

1.            G ENE RAL INFORMATI ON

Nature of opera tions

T rafalgar P r operty Gro up Plc ( " t he C o m p a n y") is t he UK holding co m pany of a g ro up of co m panies w hich are eng a ged in residential property d e velop ment and charges an appropriate management fee for general costs incurred 2024 - £43,344 (2023 - £78,591).   T he C o m p a ny is a private company limited by shares and is r e gis tered in En gla nd and Wales.   I ts reg i stered of fice a nd principal place of b us i ness is Cheq uers Bar n, Chequers  Hill, Bo u gh Beech, Eden brid ge, Kent TN8 7 PD.

2.             BASIS OF PREPARA TI ON

T he f i n a n c i al s t a t e m e n ts h a ve be en prepa r ed u n der t he h i st o r i c al co st conv e n ti on a nd in accord a nce wi th United Kingdom Accounting Standards, including Financial Reporting Standard 102, 'The Financial Reporting Standard applicable in the United Kingdom and the Republic of Ireland ('FRS 102') and the Companies Act 2006. T he principal acco unti ng policies are descr i bed belo w. T h ey h a ve all been ap plied co n s i ste ntly t hrough o ut t he y ear a nd p rec e d i ng yea r.

T he C o m p a ny h as t a k en ad v a nta ge of t he e x e m p tion allo w ed u n der s ection 408 of t he C o m pa n i es A ct 2006 a nd h as n ot pr e s e n ted its o wn Stat e m e nt of C o m pr e h e n s i ve I nco me to t h e se f i n a n cial s tat e m e nts. T he C o m pany h as ta ken ad v a ntage of t he disclo s u re ex e m ption f r om t he req uire m e n ts of section 7 State m e nt of Cas h flo w, as per mitted by t he FRS 102 " T he Fi n a ncial Reporting Sta n dard applicable in the UK a nd Rep u blic of Irelan d".

3.            SI GNIF ICANT ACCOUN T ING PO LI C I ES

(a)     G O I NG CONC ERN

T he Directors h a ve revie wed f orecasts a nd b u d gets f or t he co ming year, w hich have been dr a wn up with appr o priate regard f or the cu r rent eco n o mic e n viron m e nt a nd the partic ular circu m stances in w hich t he C o m p a ny operates. T hese were prepared with r e ference to historical and cu rrent i n d u stry k n o wled ge, ta king into acco u nt f utu re strate gy of t he C o m p a ny and wider Gro u p.

The board are also continuing to consider a reverse takeover and have taken a loan from the target company to cover any abort fees should the deal not complete, as stated in note 14 to the Company financial statements.

During the year the Company raised £125,000 before costs for working capital purposes by way of an issue of 125,000,000 shares at 0.1p per share, issued 26,000,000 shares at 0.1p to settle outstanding creditor balances and crystalised the 2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares at 0.4p per share.

As indicated in note 14, subsequent to the balance sheet date, the Company has raised £99,550 from a contribution by Mr C Johnson following the conversion of his 2022 CLN at the year end. This is to be used for  working capital purposes. A new CLN is to be issued to Mr C Johnson as stated in note 14.   T he existi ng operatio ns h a ve been g e nerati ng fu n ds to meet sh or t -term operating ca sh req uire m e n t s. As a res ult of th e se con s ideratio ns, at the ti me of appro ving the  f i nancial state m e n t s, the  Directors co nsider th at the C o m pany a nd t he Gro up have s uf ficie nt reso u rces to contin ue in operatio nal e xiste nce f or the f oreseeable f u t u r e. It is ap pro p riate to ad opt the g oing co nce rn basis in t he preparation of the f i nan cial state ments.  As w ith all b us i ness f orecasts, the Director s' state m e nt cannot g uarantee that t he g oing co ncern b a sis will r e main appr o priate given t he material uncertai n ty abo ut t he f u t u re events.

However, given that a degree of uncertainty exists in the timing of future sales, the Company's ability to raise further funds through share placements and the potential reliance on further funding been provided by the directors and management's ability to refinance all loans due in the next twelve months, there exists a material uncertainty that may cast significant doubt on the Group's ability to continue as a going concern.

(b)     INVEST M ENTS

I nv e s t m e n ts held as f i xed ass ets are stated at co st less pro vision f or i m pair ment.

(c)     TAXA TI ON

Cu rrent ta x, i ncl u ding UK c orporati on tax a nd f oreign ta x, is pro vided at a m o un ts e xpected to be paid (or reco vered) using the tax rates and la ws t hat h a ve been e nac ted or su b stanti vely e nacted by the balance s heet da t e.

D e f erred t ax is reco gn is ed in re s pect of a ll t i m i ng d i f f ere n ces t h at h a ve or i g i n a t ed b ut n ot re v er s ed at t he bala nce s h eet d ate w h e re tra n s actio ns or e v e nts t hat r e s u lt in an o bli gation to p ay m o re tax in t he fu t u re or a r i g ht to p ay less t ax in t he f u t u re h a ve o cc u r red at t he b a lance s heet date. T i m i ng d i ff e r e nces are d i f f e r e nces bet ween t he Co m pa ny's ta xable pr o f its a nd its re s u lts as s tated in t he f i n a n cial state m e n ts t hat ar ise f r om t he i n cl u sion of g a i ns a nd lo s s es in tax a s s e ss m e n ts in y ears d i ffer e nt fr om t h o se in w h i ch t h ey a re r eco g n ised in the fin a ncial state men t s.

A deferred tax a sset is regarded as reco verable and theref ore reco gnised o n ly w hen, on t he basis of all a vailable evide nce, it can be r e garded as m o re li k e ly t h an n ot t h at t h e re w ill be s uitab le t a xable pr o f its fr om w hich t he f utu re rever s al of the u n der l y i ng ti m i ng differences can be ded ucted.

(d)        FINANC IAL INS TRUM ENTS

Fin a ncial a ssets a nd liabilities are reco g nised in t he state ments of f i nancial po sition w h en t he C o m pany has beco me a par ty to the co ntrac t ual pro visions of t he in str u m e nts.

T he C o m p a n y 's f i n a ncial as s ets and liabilities are initially mea s u red at fair val ue plus any directly attrib utable transaction co s t s.   T he car r y i ng value of the C o m p a n y 's f i nancial a sset s, pr i marily ca sh a nd bank balance s, a nd liabilities, pr i marily t he C o m pan y 's p a yables, appro x i mate to their fair val ues.

(i)            Fin a ncial as sets

On i nitial recog nitio n, fin a ncial ass ets are classified as either f i nancial as sets at fair val ue th rough pro fit or lo ss, held -to - matu r ity i n vest m e nts, loans a nd receivables f i nancial asset s, or available -f o r - sale f i nan cial as sets, as appr o priate.

T r a de and other receivables

T r a de and other receivables ( i nclu d i ng depo sits) t hat h a ve f i xed or deter minable p a ymen ts t hat are n ot q u oted in an active mar ket are class i fied as other receivables, depo sits, and pr e paym e nts.   Other receivables, depo sits, and pr e paym e nts are mea s u red at a mortised co st us i ng t he e f fecti ve inter e st met h od, less any i m p air m e nt lo ss.   I nter e st inco me is recog n i sed by app l ying the e ffective i nterest rate, except f or s h or t -term receivables w h en t he reco g niti on of inter e st w o uld be i m material.

(ii)           Fin a ncial liabilities a nd convertible debt

Fin a ncial liabilities are cla ss i fied as liabilities or eq u ity in accordance w ith the s u b sta nce of t he co ntrac t ual arrang e ment.

Fin a ncial liabilities

Fin a ncial liabilities co m prise lo n g -term bo r ro win gs, sh o r t -term borro win gs, trade and other payables, mea s u red at a m ortis ed co st us i ng t he ef fecti ve i nterest met h od.

T he ef fecti ve interest met h od is a met h od of calculati ng the a m ortised co st of a financial liability a nd of allocating i nterest inco me o v er the relevant period.   T he ef fective interest rate is the rate that exac tly disco un ts esti mated f u t u re ca sh p a ym e nts ( i nclu d i ng all fees on poin ts paid or received t hat f o rm an i nte g ral part of t he ef fective interest rate, tra ns action co s ts and o t her pr e m i u ms or disco un t s) t h ro u gh t he ex pected li fe of the f i nancial liabilit y, or, w here a ppr o priate, a sh orter per i od to the net car r ying a m o u nt on i n itial reco gnitio n.

Convertible debt

Convertible debt is sued by t he G ro up are classified according to the s u b sta nce of t he co ntractual arran g e m e n ts ente red into and the definitions of a fin a ncial liability and convertible debt i nstr u ment. Convertible debt consists of new unsecured loan notes convertible totaling £nil (2023: £905,000) in full, into 226,250,000 ordinary shares at 0.4p per ordinary share and can be convertible at any time by Mr C Johnson for two years from July 2022, further details are provided within note 12.

As stated in note 12, the convertible debt was converted during the year.

T he acco un ti ng policies adopted f or s pecific f i n a ncial liabilities a nd convertible debts are s et o ut belo w.

4.         CRIT ICAL ACCOUN TI NG JUD G E M ENTS AND K EY SOURC ES OF E S TI MATI ON UNCER T A INTY

In the application of t he C o m p a n y 's acco unti ng policies, w hich are described in note 3, the Directors are req uired to m a ke j u d g e m e n t s, esti mates a nd assu m ptio ns ab o ut the car r y i ng a m o un ts of as sets and liabilities t hat are n ot apparent f rom o t her s o u rce s. T he esti mates and assu m ptions are based on historical ex perience and other factor s, incl u ding ex pectatio ns of f utu re ev e nts t hat are believed to be rea s o nable un der the circu m stance s. Act ual res ults m ay differ f r om these esti m ates.

T he esti m ates a nd u n der l ying assu m ptio ns are r e vie wed on an o n - g oing basi s. Revisions to acco unti ng esti mates are reco gnised in the period in w hich t he e sti mate is r e vised if t he r e vision a f fects o n ly t hat period or in the period of the rev i sion a nd f uture perio ds if the r e vision af fects both cu rrent a nd f u t u re period s.

T he f ollo wing are t he k ey ass u m ptio ns co ncer n i ng t he f utu re and other k ey s o u rces of e s ti mation uncertai n ty at the state ment of f i n a ncial po sition date th at h a ve a s i g nifica nt risk of ca us i ng a s i g n i f ica nt ad j us t m e nt to t he carr y i ng a m o un ts of as sets a nd liabilities in t he fin a ncial state m e nts:

Carrying value of invest m e n ts in sub sidiaries and interc o mpany

Ma nag e m e n t 's a ssess ment f or i m pair m e nt of in vest m e nt in s u b sidiaries is based on the e sti mation of v alue in use of t he s u b sidiary by f orecasti ng t he e x pected f u t u re ca sh flo ws e x pected on ea ch develo p ment pro ject. T he val ue of the i nv e s t ment in su b sidiar ies is based on the su b sidiaries being able to realise th eir ca sh flow pro jectio ns.

All balances with subsidiaries have been fully impaired during the year

Recognition of deferred tax a ssets

T he reco gnition of deferred tax assets is based u pon w het h er it is m ore likely th an n ot that s u f ficient and s uitable taxable pro fits will be available in the f utu re agai n st w hich t he rever sal of te m por a ry d i ffer e nces can be ded ucted.   To deter m i ne the f utu re ta xable pro fits, r e ference is made to the latest a v ailable pro fit f orecasts. W here the te m porary differences are related to l o sses, relevant tax law is co nsidered to d eter m i ne the av ailability of the lo s ses to of f set a gai nst t he f u t u re taxable pro fits.

5.         LOSS FOR FINANC I AL PERIOD

T he C o m p a ny has ta ken ad v a ntage of section 408 of the Co m p a nies Act 2006 an d, co nseq uentl y, a pro fit and lo ss acco u nt f or the C o m pany alo ne has n ot been prese nted.   T he C o m pan y 's lo ss f or the f i nancial period was £339,191 ( 2023: L o ss £408,699 ).

6.         E MPLO Y EES AND D I R E C T O RS' R E MUN E RA T I ON

	2024		2023
	£		£
Director s' fees	-		107,567
Social sec u rity co sts	-		11,211
Directors' pension contribution	-		1,500
Ma nag e m e nt fees	-		-
	-		120,278

T he average nu m ber of e m plo yees of t he C o m pany d u r i ng t he year was:

	2024		2023
	Nu mber		Number
Directors and m a nag e m e nt	4		5

T here are no retirement ben e f its accr u i ng to any of t he Director s.

A dditional directors r e m u neration of £60,000 ( 2 023: £60,000) w as paid to a director th ro ugh su b sidiary en tities.

7.      I NVE ST M ENTS

T he C o m pany o w ns the f ollowing un dertakings, all of w h ich are in c o r po r ated in the United Kin g dom and have their regis ter ed o ffices at Cheq uers Bar n, C heq uers Hill, Bo ugh Beech, Eden brid ge, Ke nt, TN8 7 PD.

Valuation		2024		2023
Cost:
At 1 April		3,855,438		3,855,338
Additions		-		100
At 31 March		3,855,438		3,855,438
Impairment:
At 1 April		(3,855,438)		(3,855,338)
Additions		-		(100)
At 31 March		(3,855,438)		(3,855,438)
Net Value at 31 March		-		-

Held directly	Cla ss of shares held	% Sh areholding	Principal Activity
T rafalgar New Ho mes L i mited	Ordinary s hares	100%	Residential property develop e rs
T rafalgar Retir e m e nt + L i mited	Ordinary s hares	100%	Residential property & assisted liv i ng sch e me
Sel mat L i mited	Ordinary s hares	100%	Residential property renting
Life Hydroponic Assets Ltd	Ordinary s hares	100%	Holding of hydroponic assets
Held indirectly through Tra falgar New H o mes L i mited
C o m be Bank Ho mes (Oak h u r st) L i mited	Ordinary s hares	100%	Residential property develop e rs
Controlled via Deed of Trust
C o m be Hou se (Boro ugh Gree n) L i mited	Ordinary s hares	100%	Residential property develop e rs

8.             DE B T ORS

	2024		2023
	£		£
Am ou n ts o wed by G ro up u n dertakin gs	-		36,298
Other debtors	32,140		17,922
	32,140		54,220

All amounts owed by Group undertakings £36,298 (2023 - nil) have been impaired during the year.

9.             TRADE AND OTHER PAYABLES

	2024		2023
	£		£
Trade creditors	143,457		95,754
Taxation and social security	637		20,191
Accruals / Other creditors	62,004		27,545
Directors' loan	-		789,947
Amounts owed to Group undertakings	18,758		28,319
	224,856		961,756

The loan with its subsidiary is interest free and repayable on demand.

10.          BORROWINGS

	2024		2023
	£		£
Other loans	25,000		-
	25,000		-

Other loans are related to loans provided by Forum Energy Services Ltd at £25,000 (2023: £nil), a shareholder of the Company. This loan is interest free and repayable on demand.

11.          FINANCIAL INSTRUMENTS

Financial a ssets	2024		2023
	£		£
Financial assets:
Financial assets measured at amortised cost:
Amounts owed by group undertakings and other debtors	32,140		54,220
Financial liabilities:
Financial liabilities measured at amortised cost	170,369		914,020
Financial liabilities includes Trade creditors, Other creditors and Amount due to group undertakings.

12.       SHARE CAP IT AL

Issued, allotted and paid  share capital
	2024		2023
	Number		Number
Ordinary shares:
Ordinary shares of 0.1p in issue	275,852,371		142,519,038
Ordinary shares of 0.1p  issued in year	377,250,000		133,333,333
Total Ordinary Shares of  0.1p in issue	653,102,371		275,852,371
Deferred shares:
Deferred shares of 0.9p in issue	287,144,228		287,144,228
Deferred shares of 0.9p arising in year	-		-
Total Deferred Shares of 0.9p in issue	287,144,228		287,144,228

Issued, allotted and paid share capital
	2024		2023
	£		£
Ordinary shares:
Ordinary shares of 0.1p in issue	275,852		142,519
Ordinary shares of 0.1p issued in year	377,250		133,333
Total Ordinary Shares of 0.1p in issue	653,102		275,852
Deferred shares:
Deferred shares of 0.9p in issue	2,584,298		2,584,298
Deferred shares of 0.9p arising in year	-		-
Total Deferred Shares of 0.9p in issue	2,584,298		2,584,298
Total Ordinary and Deferred Shares issued	3,237,400		2,860,150

Background - ordinary shares, warrants and loan notes

Ordinary Shares:

On 18 August 2023, the company issued 125,000,000 new ordinary shares at 0.1p as a result of placing of shares that raised gross proceeds of £125,000. The funds raised provide the Company with additional working capital.

On 27 March 2024, 26,000,000 ordinary shares at 0.1p per ordinary share were issued in order to settle certain liabilities amounting to £26,000.

On 27 March 2024, a convertible loan note with an aggregate amount of £905,000 was fully converted into 226,250,000 ordinary shares at 0.4p per ordinary shares. Previously, in year 2022, the Company agreed with Mr C Johnson a consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. As a result of the consolidation and variation agreement, the total amount owed to Mr C Johnson was converted into an unsecured convertible loan note with an aggregate amount of £905,000, which was set to expire on 31 July 2024 but was fully converted into equity during the year. The conversion of the total amount owed to him by the Company has resulted in the issue to Mr C Johnson of an unsecured convertible loan note for an aggregate amount of £905,000, expiring 31 July 2024, which was converted during the year.  Further to the conversion, Mr C Johnson has instructed the Company's Broker, Peterhouse Capital Limited ("Peterhouse") to immediately place the entirety of the 2022 Conversion Shares, at a price of £0.00044 per share (a 12% discount to the mid-market closing price of £0.0005 on 20 March 2024, the last practical date prior to this announcement), raising £99,550. Of the £99,550 total cash consideration received by Mr C Johnson for the 2022 Conversion Shares, £50,000 is to be subscribed for by Paul Treadaway, Trafalgar's Chief Executive Officer, and £10,000 by Gary Thorneycroft, the Company's Group Financial Director.

Deferred Shares:

On 13 July 2020 the Company undertook a sub-division of its ordinary shares, which sub divided the 487,690,380 0.1p ordinary shares of 0.1p each into 487,690,380 ordinary shares of 0.01p each and 487,690,380 0.09p deferred shares of 0.09p each.  The 0.09p deferred shares of 0.09p each were consolidated into deferred shares of 0.9p each ranking pari passu as one class with the existing deferred shares of 0.9p each.

Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to receive dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after holders of ordinary shares have received £100,000 per ordinary share. Holders of deferred shares are not entitled to any further rights of participation in the assets of the Company.  The Company has the right to purchase the deferred shares in issue at any time for no consideration.

13.       INT ERCO MPANY TRANSACTI O NS

T he Co m pany has tak en ad vanta ge of t he ex e m ption c o n ferred by F RS102 Section 33 "Related Par ty disclo su res" n ot to disclo se transactio ns un derta ken w ith o t her w h olly o w ned m e m bers of t he Gro u p. In addition, there were no transactions with Forum Energy Services Ltd, the provider of a shareholders loan, as per note 10.

14.       SUBSEQUENT EVE N TS

2024 CLN Issue

Further to the conversion of 2022 CLN, in order to provide additional funds to the Company, Mr C Johnson has agreed to reinvest the entirety of the £99,550 consideration he will receive for the 2022 Conversion Shares back into the Company. In return, Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will be convertible in full into 226,250,000 Ordinary Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price") and can be converted at any time by Mr C Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company. 

As per Company Act 2006, the Company is required to convene a general meeting in order to undertake a share reorganisation (the "Reorganisation"). A circular ("Circular") containing further details of the Reorganisation and notice of the general meeting to approve the resolutions is required to implement the Reorganisation, and was expected to be published and dispatched to Trafalgar's shareholders last 31 May 2024, but a postponement was announced on 30 May 2024 following a disclosure dated 29 May 2024 regarding a discussion on a potential reverse takeover and that its shares is being suspended from trading on AIM, thereby postponing the posting of the said Circular for the required general meeting.  

New Loan Agreement with Ecap Esports Ltd.

On 3 June 2024, the Group announces that it has entered into a loan agreement with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports has agreed to loan the Company the sum of £250,000, the proceeds of which will be ringfenced to cover costs associated with the recently announced proposed reverse takeover, should the transaction not occur. In the event the proposed transaction does not complete, any funds remaining following payment of all accrued transaction fees shall be returned to the lender. The loan bears no interest.

15.  CONTROLLING PARTY

The company has no controlling party.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below.  The notice of AGM is set out on page 54.

Ordinary business at the AGM

The following ordinary business resolutions will be proposed at the AGM:

(a)        Resolution 1:  to approve the annual report and accounts.  The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2024, the report of the Directors and the report of the Company's auditors on those accounts.

(b)        Resolution 2: to approve the re-appointment of MHA as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c)        Resolution 3:  to approve the remuneration of the auditors for the next year.

(d)        Resolution 4:  to re-appoint Paul Treadaway as a Director; Paul is retiring by rotation and submitting himself for re-election.

Special business at the AGM

The following special business resolutions will be proposed at the AGM:

(a)        Resolutions 5 and 6:  to renew residual authorities (i) to allot securities under section 551 of the Companies Act 2006, in the amount of up to £250,000 (250,000,000 ordinary shares of 0.1p), representing approximately 38% of the existing issued ordinary share capital; and (ii) to disapply pre-emption rights on the allotment of securities for cash for the purposes of section 561 of the Companies Act 2006, in the amount of up to £250,000 (250,000,000 ordinary shares of 0.1p), representing approximately 38% of the existing issued ordinary share capital.

The authorities under these resolutions would subsist until the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.

NO TI CE OF ANNU AL GENERAL M EET ING

NOT I CE IS HE REBY GIVEN that t he 2024 An n ual General Meeting of t he C o m p a ny will be held at t he C o m pan y 's of fices at C heq uers Bar n, Bo ugh Beech, Eden brid ge, Kent TN8 7 PD at 11am on 21 October 2024, f or the f ollo w i ng p u rpo ses:

RESOLUTIONS

Ordinary business

To consider and, if thought fit, to pass resolutions 1 to 4 as ordinary resolutions:

1.      To receive and adopt the directors' report, the auditor's report and the Company's accounts for the year ended 31 March 2024.

2.      To re-appoint MHA as auditor in accordance with section 489 of the Companies Act 2006, to hold office until the conclusion of the Annual General Meeting of the Company in 2025.

3.      To authorise the Directors to determine the remuneration of the auditor.

4.      To re-appoint Paul Treadaway as an executive director of the Company.

Special business

To consider and, if thought fit, to pass resolution 5 as an ordinary resolution and resolutions 6 as special resolution:

5.      THAT, in addition to all existing authorities conferred on the directors to allot shares or to grant rights to subscribe for or to convert any securities into shares, the directors be authorised generally and unconditionally pursuant to Section 551 of the Companies Act 2006 as amended to exercise all the powers of the Company to allot shares and/or rights to subscribe for or to convert any security into shares, provided that the authority conferred by this resolution shall be limited to the allotment of equity securities and/or rights to subscribe or convert any security into shares of the Company up to an aggregate nominal value of £250,000 (250,000,000 ordinary shares of 0.1p), such authority (unless previously revoked, varied or renewed) to expire on the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.

6.      THAT, in addition to all existing authorities conferred on the directors to allot shares or to grant rights to subscribe for or to convert any securities into shares, the directors be and are hereby generally empowered to allot equity securities (within the meaning of Section 560 of the Companies Act 2006) pursuant to the general authority conferred by resolution 5 above for cash or by way of sale of treasury shares as if Section 561 of the Companies Act 2006 or any pre-emption provisions contained in the Company's articles of association did not apply to any such allotment, provided that the power conferred by this resolution shall be limited to:

(a)           any allotment of equity securities where such securities have been offered (whether by way of rights issue, open offer or otherwise) to holders of equity securities in proportion (as nearly as may be practicable) to their then holdings of such securities, but subject to the directors having the right to make such exclusions or other arrangements in connection with such offer as they deem necessary or expedient to deal with fractional entitlements or legal or practical problems arising in, or pursuant to, the laws of any territory or the requirements of any regulatory body or stock exchange in any territory or otherwise howsoever;

(b)           the allotment (otherwise than pursuant to sub-paragraph (a) above) of equity securities up to an aggregate nominal value of £250,000 (250,000,000 ordinary shares of 0.1p), such authority (unless previously revoked, varied or renewed) to expire on the conclusion of the Annual General Meeting of the Company to be held in 2025 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.

Dated:    24 September 2024

Registered Office : Chequers Barn Chequers Hill Bough Beech Edenbridge Kent TN8 7PD     By order of the Board Nicholas Narraway Secretary

Notes:

1.         Shareholders are strongly encouraged to participate in the meeting by returning forms of proxy ahead of the meeting.

2.         As a member of the Company, you are entitled to appoint a proxy to exercise all or any of your rights to attend, speak and vote at the Meeting and you should have received a proxy form with this notice of meeting.  You can only appoint a proxy using the procedures set out in these notes and the notes to the proxy form.

3.         A proxy does not need to be a member of the Company but must attend the Meeting to represent you.  Details of how to appoint the Chairman of the Meeting or another person as your proxy using the proxy form are set out in the notes to the proxy form.

4.         You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares.  You may not appoint more than one proxy to exercise rights attached to any one share.  To appoint more than one proxy, you may photocopy the enclosed proxy form.

5.         If you do not give your proxy an indication of how to vote on any resolution, your proxy will vote or abstain from voting at his or her discretion.  Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other matter which is put before the Meeting.

6.         The notes to the proxy form explain how to direct your proxy how to vote on each resolution or withhold their vote.

To appoint a proxy using the proxy form, the form must be:

(a)        completed and signed;

(b)        sent or delivered to the Company's Registrars, Neville Registrars Limited, Neville House, Steelpark Road, Halesowen B62 8HD; and

(c)        received by no later than 11 a.m. on 17 October 2024.

Any power of attorney or any other authority under which the proxy form is signed (or a duly certified copy of such power or authority) must be included with the proxy form.

7.         To change your proxy appointment, simply submit a new proxy appointment using the methods set out above.  Note that the cut-off time for receipt of proxy appointments (see above) also apply in relation to amended instructions; any amended proxy appointment received after the relevant cut-off time will be disregarded.

Where you have appointed a proxy using the hard-copy proxy form and would like to change the instructions using another hard-copy proxy form, you may photocopy the enclosed proxy form.

If you submit more than one valid proxy appointment, the appointment received last before the latest time for the receipt of proxies will take precedence.

8.         In order to revoke a proxy appointment, you will need to inform the Company by sending a signed hard copy notice clearly stating that you revoke your proxy appointment to Neville Registrars Limited, Neville House, Steelpark Road, Halesowen, B62 8HD.  Any power of attorney or any other authority under which the revocation notice is signed (or a duly certified copy of such power or authority) must be included with the revocation notice.

The revocation notice must be received by no later than 11 a.m. on 17 October 2024.

If you attempt to revoke your proxy appointment but the revocation is received after the time specified then, subject to the paragraph directly below, your proxy appointment will remain valid.

Appointment of a proxy does not preclude you from attending the Meeting and voting in person.

9.         Pursuant to Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the register of members of the Company as at 6.00 p.m. on 17 October 2024 shall be entitled to attend and vote at this Meeting in respect of the number of shares registered in their name at that time.  Changes to entries on the relevant register of securities after such time shall be disregarded in determining the rights of any person to attend or vote at this Meeting.

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FR SELESLELSEEU