22 October 2025
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Final Results for the year ended 31 March 2025
Trafalgar (AIM:TRAF), the AIM quoted residential and assisted living property developer, announces its final results for the twelve months ended 31 March 2025.
The Company's Annual Report has been posted to shareholders, a copy can also be found on the Company's website.
Enquiries:
| Trafalgar Property Group plc Paul Treadaway |
+44 (0) 1732 700 000 |
| SPARK Advisory Partners Limited - AIM Nominated Adviser Matt Davis |
+44 (0) 203 368 3550 |
| Peterhouse Capital Limited - Broker |
+44 (0) 20 7409 0930 |
| Duncan Vasey/Lucy Williams |
|
Notes to Editors:
Trafalgar Property Group plc
For further information visit www.trafalgarproperty.group
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 2025. 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 planning permission having been granted for the construction of two, four-bedroomed detached properties at the Talbot Park, Tunbridge Wells site. The property at Speldhurst, held on the balance sheet at the end of last year, was eventually sold after the year end at £715,000.
During the year the company issued 226,250,000 new ordinary shares at a price of £0.00044 per share to satisfy the 2024 CLN with C C Johnson.
The potential reverse takeover referred to in the results to 31 March 2024 did not complete but costs were covered by funding provided by the target company. The board continues to seek other opportunities for the group as indicated in the RNS issued in July 2025 and referred to in Post Balance Sheet Events on page 10.
Financials
T he year u n der review s aw the Gro up t u r n o ver at £600 (2 0 24: £nil ), with a lo ss a fter tax of £400,266 ( 2 024: L o ss £516,723 ).
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 £27,429 ( 20 24: £8,906) 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, but Paul Elliott was appointed a director of Trafalgar Property Group PLC on 6th May 2025.
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 have had a significant effect on the property sector and the business of the group. However, the Bank of England are slowly 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
21 October 2025
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 the 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.
Mortgage of £963,750 (2024 - £450,100) exist on the properties held by TNH at the balance sheet date. Following the sale of the Speldhurst property after the year end the mortgages have been reduced by £600,000.
As stated in an RNS dated July 2025, the company acquired from Paul Elliott (a director from 6th May 2025) a 10% equity interest in Hilton House, a commercial property in Stockport to be converted to residential, for £350,000 to be satisfied by the issuance of 366,666,667 new ordinary shares at £0.0003 each amounting to £110,000 leaving Paul, at the time, with 29.43% of the fully diluted share capital. The balance of £240,000 will be satisfied through the issue of an unsecured CLN at £0.0003 strike price.
T he current 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 £600 (2024: £nil). As stated previously the Group is now considering other property opportunities in other regions of the UK. 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 £400,266 (20 24: L o ss £516,723). 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 conversion of the property in Stockport 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 business opportunities and will underpin any cash flow implications by arranging loans with the target companies 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 25 |
2 0 24 |
|
|
£ |
£ |
| Revenue for the year |
600 |
- |
| Gross (loss)/profit |
(131,319) |
78 |
| Administrative expenses |
(385,650) |
(379,627) |
| Other Income |
136,306 |
17,158 |
| Impairment of asset |
- |
(25,000) |
| Interest payable and similar charges |
(20,369) |
(129,333) |
| Loss after taxation |
(400,266) |
(516,723) |
| |
|
|
Gro up tu r n o ver f or the year a m ou nted to £600 ( 20 24: £nil ), as there was rental income received while given the remaining investment property had been disposed of during 2024 and this had been written down to its sale value in the 2023 accounts.
Other Income relates to the funding provided by the target company relating to the proposed reverse takeover which covered abort fees included within Administrative Expenses.
.
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 £400,266 (2024: Loss £516,723 ).
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 £7,104,503 (20 24: lo sses £6,704,650 ).
T he lo ss per share d u ring t he year w as (0.05p ), ( 2 024: l o ss per share 0.15p).
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 were 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 2024/25. 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
During the year planning permission was received on the Talbot Park, Tunbridge Wells site for two four-bedroomed detached properties. The properties are now being built through a third party building construction company who are taking the risks of the build and providing the finances to undertake the work. Shortly after the year end we acquired a 10% equity interest in Hilton House Stockport, a commercial property to be converted to residential, from Paul Elliott who was appointed a director on 6th May 2025.
Paul Treadaway
Paul Treada w ay
CEO
21 October 2025
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 2025.
Resul ts a nd dividends
T he results f or the year are set o ut on page 19.
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 (2024: nil).
Directors
T he f ollo w i ng Directors h a ve held o f fice s i nce 1 A pril 2024 and have all ser ved f or the en tire acco unti ng year :
N A C L ott
P A Treadaway
G M Thorneycroft
Dr P F 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 25, 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 2025 were as follows: -
| Directors' interests in shares |
31 . 03 . 2025 |
31 . 03 . 2024 |
|
|
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 A C Lott |
50,000 |
50,000 |
| P A Treadaway |
133,409,829 |
133,409,829 |
| G M Thorneycroft |
23,327,273 |
23,327,273 |
|
|
|
|
|
|
31 . 03 . 2025 |
31 . 03 . 2024 |
|
|
Deferred shares - 0.9p each |
Deferred shares - 0.9p each |
|
|
No. held |
No. held |
|
|
|
|
| N A C Lott |
550,000 |
550,000 |
| P A Treadaway |
10,648,466 |
10,648,466 |
|
|
|
|
Other subs tantial sh areho ldings
As at 17 October 2025, 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 No. |
Shareholdings |
|
|
0.01p |
% |
| Wager Holdings Ltd |
500,000,000 |
28.64 |
| P R Elliott |
366,666,667 |
21.00 |
| C C Johnson |
244,931,580 |
14.03 |
| |
|
|
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 2025. 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 (2024: 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
Trafalgar (AIM: TRAF) announced in May 2025 that it had appointed Paul Elliott to the board to develop the property portfolio of the group. In addition, it also announced that it had sold its property at Barden Road for £715,000 generating £94,500 of net proceeds after the repayment of the 3rd party loans and professional fees.
In July 2025, the company acquired from Paul Elliott a 10% equity interest in Hilton House, a commercial property in Stockport for conversion to residential, for £350,000 to be satisfied by the issuance of 366,666,667 new ordinary shares at £0.0003 each amounting to £110,000 leaving Paul, at the time, with 29.43% of the fully diluted share capital. The balance of £240,000 will be satisfied through the issue of an unsecured CLN at £0.0003 strike price.
Later in July Wager Holdings Ltd invested £50,000 by way of a direct subscription of 500,000,000 new ordinary shares at £0.0001 each. This cash was used for working capital purposes. In addition to the subscription, Trafalgar will create £150,000 of unsecured CLN's with Wager to fund working capital, which will be drawn down in tranches and the conversion restricted to ensure the CLN holder does not breach the 29.9% or more of the voting rights.
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
The auditor, MHA, previously traded through the legal entity MacIntyre Hudson LLP. In response to regulatory changes, MacIntyre Hudson LLP ceased to hold an audit registration with the engagement transitioning to MHA Audit Services LLP.
MHA will be propo sed f or r e -appoin t m e nt in accordance with Section 485 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
21 October 2025
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 2025.
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 material accounting policies
· the Company Balance Sheet
· the Company Statement of Changes in Equity and
· Notes 1 to 15 to the Company financial statements, including material accounting policies.
The financial reporting framework that has been applied in their preparation of the Group financial statements is applicable law and International Financial Reporting Standards as 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 2025 and of the Group's loss for the year then ended;
· the group financial statements have been properly prepared in accordance with UK adopted IFRS;
· the parent company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
· have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Group 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 page 23 Going Concern section in the financial statements which sets out the directors' assessment of the Group's ability to continue as a going concern. The note explains that the Group has secured post-year-end funding, including proceeds from the sale of the Speldhurst property, which resulted in a partial extinguishment of outstanding mortgages, and a new longer-term facility to support the ongoing development of the Talbot Park project. Additional working capital funding was also secured through equity subscription and a convertible loan note entered into with an unconnected third party. The directors have also received a letter of support from a Director, C C Johnson, indicating his willingness to provide funding to the Group over the next twelve months from the date of signature of the financial statements. However, as this support is not legally binding, and given the ongoing uncertainty over the timing of future sales, access to additional funding, and the reliance on further financing from directors or third parties, the directors have concluded that a material uncertainty exists that may cast significant doubt on the Group's ability to continue as a going concern. Our audit 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 current operations and established 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 cash flow forecast 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 forecast.
• Holding discussions with management regarding future financing plans, and assessing the probability and likelihood of their availability and their 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. Based on our risk assessment and understanding of the Group, we identified two components - Trafalgar Property Group plc and Trafalgar New Homes Limited - as significant due to their financial significance and their susceptibility to risks of material misstatement. These components were subject to full scope audits performed by the group engagement team to obtain sufficient appropriate audit evidence in relation to the consolidated financial statements.
In determining the audit scope for other components, we considered both quantitative and qualitative factors, including the nature of activities, inherent risks, and our assessment of the risk of material misstatement at the group level. As a result, audit of specified classes of transactions, account balances, and disclosures (COTABDs) were performed for four components: Trafalgar Retirement+ Limited, Selmat Limited, Combe Bank Homes (Oakhurst) Ltd and Combe Homes (Borough Green) Ltd. Specified audit procedures were performed on the remaining component: Life Hydroponics Limited.
All audit procedures were performed by the group engagement team. The group audit strategy, scope and procedures were designed to ensure that audit evidence was obtained in relation to all components contributing to the Group's financial position and performance. Our approach ensured appropriate audit coverage over components representing the Group's principal business activities and areas of assessed risk.
|
||
| Overall Materiality |
2025 |
2024 |
|
| Group |
£30,000 |
£28,000 |
1% of net liabilities (2024: 1% of net liabilities) |
| Parent Company |
£6,200 |
£4,900 |
2% of gross liabilities (2024: 2% of gross liabilities)
|
| Key audit matters |
|||
| Recurring |
· Undisclosed related party transactions
|
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|
|
|
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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 and the Parent Company 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 risk of material misstatement due to incomplete or inaccurate disclosure and classification of related party transactions and relationships, particularly where such transactions are not conducted on an arm's length basis.
· 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 examined underlying transactions by interrogating the purchase ledger, sales ledger, and general ledger to identify entries involving related parties. Where applicable, we utilised data analytics tools to assist in identifying potential related party transactions. Selected transactions and balance movements were then vouched to supporting evidence to assess completeness and accuracy of disclosure.
· 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 |
£30,000 (2024: £28,000) |
£6,200 (2024: £4,900) |
| How we determined it |
1% of net liabilities (2024: 1% of net liabilities) |
2% of gross liabilities (2024: 2% of gross liabilities) |
| Rationale for the benchmark applied |
Given the Group have liquidated the majority of its cash generating assets and has only limited trading activity, traditional benchmarks such as revenue or profit before tax are no longer considered appropriate. In this context, we consider 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 primarily a holding company incurring limited costs and financing the group. As a result of historic losses and the impairment of investments, traditional benchmarks such as revenue or profit before tax are not considered appropriate. In this context, we consider the Parent Company's gross liabilities to be the most appropriate benchmark for determining materiality. This reflects the significance of the Company's financial position, particularly the level of deficit, which is likely to be a key focus for users of the financial statements in assessing the Company's solvency and going concern status. |
| Performance materiality |
£18,000 (2024: £16,800) which represents 60% (2024: 60%) of overall materiality. |
£3,700 (2024: £2,940) which represents 60% (2024: 60%) of overall materiality. |
We agreed to report any corrected or uncorrected adjustments exceeding £1,500 (2024: £1,400) for the Group and £310 (2024: £245) 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. In accordance with ISA (UK) 600 (Revised), we adopted a risk-based approach to designing our audit strategy, including an analysis of significant COTABDs to determine the nature, timing and extent of work required across the Group.
The Group comprises seven UK-based components. We identified two components-Trafalgar Property Group plc and Trafalgar New Homes Limited-as significant due to their contribution to the Group's financial position and performance, as well as their associated audit risks. These components were subject to full scope audits, performed by the Group audit team.
For four further components, the Group audit team performed audit procedures on specific COTABDs assessed as material to the Group financial statements. For the remaining component, we performed substantive analytical procedures. This approach ensured audit coverage over components contributing 100% of the Group's total assets, total liabilities, and loss before tax.
The table below summarises the audit work performed at each category of component and the proportion of the Group's financial metrics covered by our procedures:
| |
Number of components |
Revenue
|
Total assets
|
Total liabilities |
Loss before tax |
| Full scope audit |
2 |
N/A |
70% |
82% |
97% |
| Audit of specified COTABDs |
4 |
N/A |
30% |
18% |
2% |
| Specified audit Procedures |
1 |
N/A |
0% |
0% |
1% |
| 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.
Climate-related risks
In planning our audit and gaining an understanding of the Group and Parent Company, we considered the potential impact of climate-related risks on the business and its financial statements, and it was concluded that climate- related risks are not material to these financial statements
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 for our audit have not been received by branches not visited by us; or
· the parent company financial statements are not in agreement with the accounting records and returns; or
· certain disclosures of directors' remuneration specified by law are not made; or
· 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 9, 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, 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 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:
- 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
21 October 2025
MHA is the trading name of MHA Audit Services LLP, a limited liability partnership in England and Wales (registered number OC455542)
|
|
|
Year ended 31 M arch 2025 |
|
Year ended 31 M arch 2024 |
|
|
Note |
£ |
|
£ |
|
|
|
|
|
|
|
Rev e n ue |
1 |
600 |
|
- |
| C o st of s ales |
2 |
(131,919) |
|
78 |
| Gro ss (loss)/profit |
|
(131,319) |
|
78 |
| A d m i nistrati ve ex p e ns es |
2 |
(385,650) |
|
(379,626) |
| Impairment of assets |
7 |
- |
|
(25,000) |
| Operating lo ss before interest |
2 |
(516,969) |
|
(404,548) |
|
|
|
|
|
|
| Interest income |
|
766 |
|
- |
| Other income |
2 |
136,306 |
|
17,158 |
| I nterest p a yable and s i m ilar char ges |
4 |
(20,369) |
|
(129,333) |
| L o ss before ta x ation |
|
(400,266) |
|
(516,723) |
|
Income tax |
5 |
- |
|
- |
|
L o ss after ta x ation f or the year a t tributable to equity holders of the parent |
|
(400,266) |
|
(516,723) |
| 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 |
|
(400,266) |
|
(516,723) |
|
L o ss attributable to: |
|
|
|
|
| Eq uity h olders of the Parent |
|
(400,266) |
|
(516,723) |
|
T otal co mprehensive lo ss f or the year attributable to: |
|
|
|
|
| Eq uity h olders of the Parent |
|
(400,266) |
|
(516,723) |
|
( LOSS) PER ORDI N A RY SHARE: Basic/diluted |
6 |
(0.05)p |
|
(0.15)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 30 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 2025 |
|
31 M arch 2024 |
|
|
|
£ |
|
£ |
| T O T AL ASS E TS |
|
|
|
|
| Non-current a ssets |
|
|
|
|
| Plant a nd eq uip m e nt |
7 |
480 |
|
640 |
|
|
|
480 |
|
640 |
| Current a ssets |
|
|
|
|
| I nv e nto ry |
11 |
1,310,069 |
|
775,374 |
| Investment Properties |
8 |
- |
|
- |
| T r a de and other receivables |
9 |
65,350 |
|
79,576 |
| Cash and ca sh eq u i vale nts |
10 |
27,429 |
|
8,906 |
|
|
|
1,402,848 |
|
863,856 |
|
|
|
|
|
|
| T otal a ssets |
|
1,403,328 |
|
864,496 |
|
|
|
|
|
|
| E QUI T I ES & LIABI L I T I ES |
|
|
|
|
|
|
|
|
|
|
| Current liabilities |
|
|
|
|
| T r a de and other payables |
12 |
348,099 |
|
285,614 |
| Bor r o wings |
13 |
966,250 |
|
- |
|
|
|
1,314,349 |
|
285,614 |
| Non-current liabilities |
|
|
|
|
| Deferred tax |
5 |
- |
|
- |
| Bor r o wings |
13 |
3,226,541 |
|
3,415,728 |
| |
|
3,226,541 |
|
3,415,728 |
| |
|
|
|
|
| T otal liabilities |
|
4,540,890 |
|
3,701,342 |
|
|
|
|
|
|
| Net liabilities |
|
(3,137,562) |
|
(2,836,846) |
| |
|
|
|
|
| Called up s hare capital |
14 |
3,260,025 |
|
3,237,400 |
| Share premium |
|
4,213,165 |
|
4,136,240 |
| Reverse acquisition reserve |
|
(2,817,633) |
|
(2,817,633) |
| Loan note equity reserve |
14 & 16 |
- |
|
- |
| Capital contribution reserve |
17 |
400,147 |
|
400,147 |
| P ro fit & lo ss accou nt |
|
(8,193,266) |
|
(7,793,000) |
| T otal Equity |
|
(3,137,562) |
|
(2,836,846) |
|
|
|
|
|
|
| T otal Equity & Lia bilities |
|
1,403,328 |
|
864,496 |
|
|
|
|
|
|
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 21 October 2025 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 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) |
| |
|
|
|
|
|
|
|
| At 1 April 2024 |
3,237,400 |
4,136,240 |
- |
(2,817,633) |
(7,793,000) |
400,147 |
(2,836,846) |
| Loss for the year |
- |
- |
- |
- |
(400,266) |
- |
(400,266) |
| Total comprehensive income for the year |
- |
- |
- |
- |
(400,266) |
- |
(400,266) |
| |
|
|
|
|
|
|
|
| Shares issued during the year net of costs |
22,625 |
76,925 |
- |
- |
- |
- |
99,550 |
| |
|
|
|
|
|
|
|
| At 31 March 2025 |
3,260,025 |
4,213,165 |
- |
(2,817,633) |
(8,193,266) |
400,147 |
(3,137,562) |
|
|
|
|
|
|
|
|
|
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 in 2024.
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 30 to 42 are an inte g ral part of these co ns olidated f i n a ncial stat e ments.
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Ca sh flow f r om operating activities |
|
|
|
| ( L o ss) a fter taxation |
(400,266) |
|
(516,723) |
| Dep reciation |
160 |
|
213 |
| (Increa se) in i nv e nto ry |
(534,695) |
|
(457,578) |
| Decrease/(Increase) in receivables |
14,226 |
|
(45,543) |
| Increase in p a yables |
198,785 |
|
62,751 |
| Ecap Esports Ltd loan written off in the year (Note 2) |
(136,300) |
|
- |
| Loan note equity movement |
- |
|
(107,204) |
| Impairment of plant and equipment |
- |
|
25,000 |
| Interest income |
(766) |
|
- |
| I nterest p a yable and s i m ilar char ges |
20,369 |
|
129,333 |
| Net ca sh outflow from opera ting activities |
(838,487) |
|
(909,751) |
|
|
|
|
|
| Investing activities: |
|
|
|
| Disposal of investment property |
- |
|
927,249 |
| Interest received |
766 |
|
- |
| Net cash from investing activities |
766 |
|
927,249 |
|
|
|
|
|
| Financing activities: |
|
|
|
| I ssue of shar es (net of costs) |
99,550 |
|
1,028,575 |
| New lo an borro w i n gs |
1,243,750 |
|
741,975 |
| Repaid loan borro w i n gs |
(711,657) |
|
(1,066,530) |
| Related par ty n ew lo an borr o w i ng |
704,970 |
|
264,100 |
| Related par ty loan rep a yment |
(460,000) |
|
(971,731) |
| I nterest paid |
(20,369) |
|
(22,129) |
| Net cash inflow/(outflow) from financing |
856,244 |
|
(25,740) |
|
|
|
|
|
| Increase/(decrea se) in ca sh and ca sh equivalents in the year |
18,523 |
|
(8,242) |
|
|
|
|
|
| Ca sh and ca sh equivalents at the beginning of the year |
8,906 |
|
17,148 |
|
|
|
|
|
| Ca sh and ca sh equivalents at the end of the year |
27,429 |
|
8,906 |
|
|
|
|
|
T he n otes on pages 30 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 25 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 2024.
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 2025 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 crystalised the 2024 CLN with C C Johnson by way of an issue of 226,250,000 shares at £0.00044 per share.
The total amount of loans remaining in the Group at the end of the year amounts to £4,192,791 (2023 - £3,415,729) as shown in note 13. Of the balance of the loans remaining outstanding of £4,192,791, a sum of £2,924,789 relates to loans owed to C 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.
On 28 May 2025, the Group announced that a property at its Speldhurst site had been sold for £715,000. This generated net proceeds of £94,500 following the repayment of associated third party loans and professional fees.
Following the sale of the Speldhurst property after the year end the mortgages have been reduced by £600,000.
After the year end a new funding agreement was reached for the development of the Talbot Park project and the extinguishment of the residual bank loan balance that was due at the reporting date, which is substituted by a longer-term facility.
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.
C C Johnson has confirmed that he will provide necessary funding to the subsidiary companies as and when required over the twelve-month period from the date of signature of the financial statements, should it be required. There is no legally binding contract which determines the amount or the timing of any future funding from directors or C C Johnson or that the availability of that funding has been confirmed.
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 C 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.
Following the year end £50,000 was injected into the company by Wager Holdings Ltd, an unconnected company, through a direct subscription of 500,000,000 new ordinary shares at £0.0001 each. This cash was for working capital purposes. In addition, an unsecured CLN for £150,000 has been entered into with Wager Holdings Ltd, which will be available to be drawn down in tranches as and when required to support working capital. At the date of these accounts £100,000 had been drawn down.
Ho wever, given th at a deg ree of unce r tainty exists in the timing of f utu re sales, the Group's ability to raise further funds through share placements and the potential reliance on further funding been provided by C C Johnson, the directors or unconnected third parties, 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 and hence the Group may be unable to realize its assets and discharge its liabilities in the normal course of business.
MATERIAL ACCOUNTING POLICIES
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.
A. New standards, interpretations and amendments:
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.
Annual improvements to IFRS - Volume 11
(issued July 2024)
The 2024 amendments are to the following standards:
· IFRS 1 First-time Adoption of International Financial Reporting Standards
· IFRS 7 Financial Instruments: Disclosures and its accompanying Guidance on implementing IFRS 7
· IFRS 9 Financial Instruments
· IFRS 10 Consolidated Financial Statements; and
· lAS 7 Statement of Cash Flows.
The amendment is effective for financial years beginning on or after 1 January 2026.
B. Adoption of the following standards does not have an impact on the consolidated financial statement of the Group:
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 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.
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 of £1,310,069 (2024 - £775,374) 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.
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 of nil (2024 - nil) 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 accordance with International Financial Reporting Standards as adopted in the United Kingdom and 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 dge 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.
Critical Accounting Judgments - Recognition of Deferred Tax Assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine the availability of the losses to offset against the future taxable profits.
Key Source of Estimation Uncertainty - 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 to 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.
1. SEG M ENTAL R E P ORTI NG
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 current 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. Following the year end the Group have taken a 10% equity stake in a property opportunity in Stockport thus expanding their regional exposure but still within the UK.
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: |
|
|
|
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| 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 |
600 |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Timing of Revenue are as follows: |
|
|
|
|
|
|
|
|
| Rental income transferred over time |
600 |
|
- |
| |
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Revenues analysed by geographic location are as follows: |
|
|
|
|
|
|
|
|
| United Kingdom |
600 |
|
- |
|
|
|
|
|
2. L OSS FOR T HE YEAR
|
|
2025 |
|
2024 |
| Operating lo ss is stated after c har g i ng/ (creditin g) t he f o llo w i n g: |
2023 |
|
2023 |
|
|
£ |
|
£ |
| Su bco ntractor co sts and co st of in v e ntories reco g nised as an ex pense |
- |
|
(78) |
| Write-off of Inventory |
131,919 |
|
- |
|
|
131,919 |
|
(78) |
|
|
|
|
|
| Impairment of assets |
- |
|
25,000 |
| Dep reciation of property, plant a nd eq uip m e nt |
160 |
|
213 |
|
|
|
|
|
| Au ditor 's r e m u neration - au dit ser vices - Gro up |
52,500 |
|
50,000 |
| Au ditor 's r e m u neration - au dit ser vices - Gro up entities |
|
|
|
| Auditor's remuneration - other assurance services - Group |
|
|
- |
|
|
52,500 |
|
50,000 |
|
|
|
|
|
| Operating expenses by nature: |
|
|
|
| E m plo yee ex p e ns es |
80,808 |
|
104,433 |
| Dep reciation |
160 |
|
213 |
| Legal and professional fees |
270,453 |
|
205,635 |
| Management Fees |
- |
|
- |
| Office rent and associated costs |
10,702 |
|
19,705 |
| Insurance |
12,479 |
|
11,299 |
| Mortgage redemption costs |
- |
|
20,511 |
| Other expenses |
11,048 |
|
17,830 |
|
|
385,650 |
|
379,626 |
|
|
|
|
|
| Other Income |
136,306 |
|
17,158 |
| Other income during the yearis the write off of part of the loan from Ecap Esports Ltd used to fund costs incurred by Trafalgar Property Group PLC that were to be covered by Ecap Esports Ltd as part of the RTO process. |
|
|
|
There are no direct operating expenses (2024: £3,637) which generated a rental income during 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:
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Wages and salaries |
68,000 |
|
83,000 |
| Social sec u rity co sts |
1,768 |
|
3,943 |
| Other pen sion co sts |
11,040 |
|
17,490 |
|
|
80,808 |
|
104,433 |
|
|
|
|
|
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:
|
|
2025 |
|
2024 |
|
|
Nu mber |
|
Nu mber |
| Directors |
4 |
|
4 |
| C C Johnson and A Johnson are directors of subsidiary entities |
|
|
|
| Ma nag e m e nt
|
1 |
|
1 |
|
|
|
|
|
Directors Remuneration w as as f ollo w s:
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| - 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) |
50,000 |
|
60,000 |
| - Emoluments for qualifying services P A Treadaway |
- |
|
- |
| - Emoluments for qualifying services Dr P F Challinor |
- |
|
- |
| - Emoluments for qualifying services N A C Lott |
- |
|
- |
| - E m o l u men ts f or q uali f y i ng ser vices G M Thorneycroft |
- |
|
- |
| |
50,000 |
|
60,000 |
| |
|
|
|
Highest paid director - gross salary including company pension contributions was £50,000 (2024 - £60,000)
T here are retirem e nt ben e fits accr uing to C 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 £9,000 ( 2 024: £16,800) and A J o hns on (director of subsidiary entities) £1,500 (20 24: £1,800 ).
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 £69,422 (2 0 24: £nil) 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 £20,369 (2024: £129,333) 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.
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| G Howard |
10,000 |
|
10,000 |
| Loan notes - C C Johnson |
|
|
107,204 |
| Paragon mortgage |
|
|
11,424 |
| Federal Capital loan |
9,866 |
|
|
| Bank loan |
503 |
|
705 |
|
|
20,369 |
|
129,333 |
|
|
|
|
|
5. TAXATI ON
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Current tax |
- |
|
- |
|
|
|
|
|
| Tax charge |
- |
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| L o ss on ordinary activities before tax |
(400,266) |
|
(516,723) |
| |
|
|
|
| Based on (lo ss) f or the year: |
|
|
|
| Tax at 19% ( 20 24: 19%) |
(76,050) |
|
(98,177) |
| Un relie ved tax lo ss es |
|
|
|
| I m pair m e nt |
|
|
|
| Tax losses carried forward |
76,050 |
|
98,177 |
| 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 2025, the Gro up had cum ulati ve tax lo s ses of £7,104,379 (2 0 24: £6,704,650) that are available to o ff s et a gain st f u t u re ta xable pro fits of the same trade.
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:
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| ( L o s s) f or the year |
(400,266) |
|
(516,723) |
| |
|
|
|
| Weigh ted average nu m ber of s hares f or basic ( l o ss) p er sh a re |
740,573,323 |
|
354,915,789 |
| Weigh ted average nu m ber of s hares f or d iluted ( l o ss) p er s h a re |
740,573,323 |
|
354,915,789 |
| |
|
|
|
| ( Loss) per Ordinary Share: |
|
|
|
| Basic |
(0.05)p |
|
(0.15)p |
| Diluted |
(0.05)p |
|
(0.15)p |
|
|
|
|
|
7. PROPERTY, PLANT AND E Q U IPM ENT
| Plant a nd eq uip m e nt |
2025 |
|
2024 |
|
|
£ |
|
£ |
| Co st |
|
|
|
| At 1 A pril |
7,790 |
|
32,790 |
| A dditions |
- |
|
- |
| Impairment |
- |
|
(25,000) |
| At 31 March |
7,790 |
|
7,790 |
| |
|
|
|
| Depreciation |
|
|
|
| At 1 A pril |
7,150 |
|
6,937 |
| Char ge f or the year |
160 |
|
213 |
| At 31 March |
7,310 |
|
7,150 |
| |
|
|
|
| Net book value at 31 March |
480 |
|
640 |
|
|
|
|
|
In 2024, 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
|
|
2025 |
|
2024 |
| FAIR VALUE |
£ |
|
£ |
| As at 01 April |
- |
|
927,249 |
| Additions |
- |
|
- |
| Disposals * |
- |
|
(927,249) |
| Fair Valuation Adjustment |
- |
|
- |
| 31 March |
- |
|
- |
| |
|
|
|
| NET BOOK VALUE |
|
|
|
| As at 31 March |
- |
|
- |
| Fair Value at 31 March is represented b y:
|
|
|
|
| Revaluation in the year |
- |
|
- |
|
|
|
|
|
| Loss on Disposal: |
|
|
|
| Fair value |
- |
|
927,249 |
| Disposal proceeds (net of costs) |
- |
|
927,249 |
| Loss on Disposal |
- |
|
- |
|
|
|
|
|
* The remaining asset was sold in September 2023.
9. TRADE AND O TH ER RE C E IVAB L ES
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Other receivables |
33,269 |
|
39,269 |
| Other tax es |
2,137 |
|
13,467 |
| P repay m e nts |
29,944 |
|
26,840 |
|
|
65,350 |
|
79,576 |
|
|
|
|
|
No IFRS 9 provision has been recognised 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.
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Cash and ca sh eq uivalents |
27,429 |
|
8,906 |
| |
|
|
|
| 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
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Work in progress |
1,310,069 |
|
775,374 |
| |
|
|
|
Inventories recognised as an expense during the period totalled £nil (2024: £nil). Borrowing costs capitalized in the year total £40,581 (2024: £38,208 ).
Write-down of inventories recognised as an expense in the period totaled £131,919 (2024: £ nil).
Inventories pledged as security for liabilities as at year end totaled £765,000 (2024: £275,000 ).
A 10% fall in the estimated future value of the property would result in an impairment totaling £59,500 (2024: £80,000).
12. TRADE AND O T H ER PAYA BL ES
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| T r a de payables |
235,034 |
|
152,745 |
| Taxation & s ocial sec u rity |
15,513 |
|
12,130 |
| Acc r uals |
97,552 |
|
120,739 |
|
|
348,099 |
|
285,614 |
|
|
|
|
|
13. B ORROWINGS
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Director s' loans |
2,924,789 |
|
2,219,819 |
| Other loans |
283,465 |
|
719,500 |
| Bank loans - see note below |
984,537 |
|
476,410 |
|
|
4,192,791 |
|
3,415,729 |
| Being: |
|
|
|
| Less than one year |
966,250 |
|
- |
| More than one year |
3,226,541 |
|
3,415,729 |
|
|
4,192,791 |
|
3,415,729 |
|
|
|
|
|
Historic loan notes with a nominal value of £600,000 and £200,000 respectively were rolled up into 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 was disclosed within directors loans above with a present value as at 31st March 2024 of £nil due to the conversion of the loan notes during the period. 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.
T he remaining directors loan balance is discl o s ed in n ote 15 .
Included in other loans is £100,000 (2024: £560,000) advanced by G Howard (son-in-law to C C Johnson) to t he Co m p a ny at a rate of 10% per an num (20 24: 10% & 5% pa) and loans provided during the year 2024 by Period Homes at £134,500 and Forum Energy Services Ltd at £25,000. Details of the negotiated loan interest reduction with G Howard for accrued interest are given in note 17.
In addition, included in other loans is as loan agreement entered into by the Group on 3 June 2024 with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports had agreed to loan the Company the sum of £250,000 to cover any abortive costs associated with a proposed reverse takeover, which never materialised. The loan bears no interest. The current amount owed to Ecap Esports as at year end is £23,965.
| T he bank bo r r o wings are re p a yable as f oll o w s:
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| On d e m a nd or wit h in o ne year |
966,250 |
|
- |
| In the sec o nd year |
18,287 |
|
- |
| In the t hird to fifth years i nclu sive |
- |
|
- |
| After five years |
- |
|
476,410 |
|
|
984,537 |
|
476,410 |
| |
|
|
|
| A m o u nt d ue f or settle m e nt wit h in twelve m o n t hs |
966,250 |
|
- |
| (included in current liabilities) |
|
|
|
|
|
|
|
|
| Am ou nt d ue f or settle m e nt a f ter twelve m o n t hs |
18,287 |
|
476,410 |
|
|
|
|
|
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: 11.04% ( 2024: 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, C 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 was paid to Mr J Dub ois at the rate of nil pa ( 2 0 24: 12% p a ).
14. SHARE CAPITAL
| |
|
|
|
| Issued allotted & paid share capital |
2025 |
|
2024 |
| |
Number |
|
Number |
|
|
|
|
|
| Ordinary shares |
|
|
|
| Ordinary shares of 0.1p in issue |
653,102,371 |
|
275,852,371 |
| Subdivision of shares from 0.1p to 0.01p |
(653,102,371) |
|
- |
| After subdivision of share to 0.01p |
653,102,371 |
|
- |
| Issued ordinary shares of 0.01p in year |
226,250,000 |
|
377,250,000 |
| Total ordinary shares of 0.01p in issue |
879,352,371 |
|
653,102,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred shares |
|
|
|
| Deferred shares of 0.9p in issue |
287,144,228 |
|
287,144,228 |
| Subdivision of shares at 0.09p |
653,102,371 |
|
|
| Consolidation of shares from 0.09p |
(653,102,371) |
|
|
| After consolidation of shares to 0.9p |
65,310,238 |
|
- |
| Total Deferred shares of 0.9p in issue |
352,454,466 |
|
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 C 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 C. 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, C 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 C C Johnson for the 2022 Conversion Shares, £50,000 is to be subscribed for by P A Treadaway, Trafalgar's Chief Executive Officer, and £10,000 by G M Thorneycroft, the Company's Group Financial Director.
On 7 November 2024, C C Johnson issued a conversion notice to the Company in relation to the entirety of the £99,550 unsecured convertible loan notes held by him in the Company (the "2024 CLN"). As a result, and as per the original terms of the 2024 CLN, the Company has issued to C C Johnson 226,250,000 new Ordinary Shares at £0.00044 per ordinary share,
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.
On 04 November 2024, the company undertook a sub-division of ordinary shares which subdivided the 653,102,371 0.1p ordinary shares into 653,102,371 0.01p and a new 653,102,371 deferred shares 0.09p each. The 0.09p deferred shares of 0.09p each were then consolidated into deferred shares of 0.9p each ranking pari passu as one class with the existing deferred shares of 0.9p each. At the same time 9 deferred shares were held in treasury.
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
|
2 025 |
|
2 024 |
|
|
£ |
|
£ |
| |
|
|
|
| Ordin ary s h a res b/fwd |
653,102 |
|
275,852 |
| Subdivision of shares |
(587,792) |
|
- |
| Issued in y e ar - ordin ary s h a res |
22,625 |
|
377,250 |
| Total ordinary shares |
87,935 |
|
653,102 |
| |
|
|
|
| Deferred shares b/fwd |
2,584,298 |
|
2,584,298 |
| Subdivision and consolidation of shares in the year |
587,792 |
|
- |
| Total deferred shares |
3,172,090 |
|
2,584,298 |
|
|
|
|
|
|
|
|
|
|
| Share Capital |
3,260,025 |
|
3,237,400 |
For the purpose of preparing the consolidated financial statement of the Group, share capital represents the nominal value of the issued share capital of 0.01p per share (2024: 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 0.01p.
15. RELAT ED PAR TY TRANS ACT I ONS
C C J o hns on, a subsidiary Director who served during the year, h eld 244,931,580 ordinary 0.01p shares in t he Gro up as at 31 March 2 025 (2024 18,681,580 ordinary 0.1p).
N A C Lott, who served as a Director during the year, held 50,000 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 50,000 ordinary 0.1p).
P A Trea daway who served as a Director during the year, held 133,409,829 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 133,409,829 ordinary 0.1p).
G M Thorneycroft who served as a Director during the year, held 23,327,273 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 23,327,273 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: |
2025 |
|
2024 |
|
|
£ |
|
£ |
| C C J o h n s on |
|
|
|
| Opening balances |
2,219,818 |
|
3,123,798 |
| L oan rep a ym e nts |
- |
|
(993,297) |
| Per s o nal drawin gs |
(2,877) |
|
(15,283) |
| Capital in jected |
707,848 |
|
104,600 |
| Interest paid |
- |
|
- |
| Balance carried forward
|
2,924,789 |
|
2,219,818 |
| |
|
|
|
| P A Treadaway |
|
|
|
| Opening balance |
(36,969) |
|
(36,849) |
| Repaid/(Drawn) in year |
6,000 |
|
(120) |
| Closing balance |
(30,969) |
|
(36,969) |
| |
|
|
|
C C J o hns on's l oan bore i nterest d u r i ng t he year at 5% (2024: 5% pa), b ut he has c h o s en to f orego t he i nterest as he did in 2024. C C Johnson was due interest of £nil in the year (2024: £nil). C 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.
G. Howard (son-in-law to C C Johnson) had previously advanced loans of £560,000 (2024: £560,000) to t he Co m p a ny at rates of 10% & 5% per an num (20 24: 10% & 5% pa). Of these loans, £460,000 has been repaid during the year.
Du ring the year, rents were p aid of £6,882 ( 2 024: £ 9,142) 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. C C J ohns on is a Tr ustee and Beneficia ry of that Pens i on Scheme.
During the year, payments amounting to £4,850 (2024: £1,938 ) were made to Real Time Accounting Ltd for bookkeeping services. G M Thorneycroft is a majority shareholder and director of Real Time Accounting Ltd.
During the year, payments amounting to £nil (2024: £ nil) were made to May Barn Horticultural Consultancy Ltd, for hydroponic consultancy services, a company that Dr P F Challinor was a director and major shareholder. In 2024, it was agreed to write-off the balance due to May Barn of £18,333 for the hydroponic assets owned by Dr P F 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 C 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 (2024: £400,147 ) related to the renegotiation of interest accruing on loans from 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 G Howard is related to C C Johnson, a related party, a Capital Reserve was created. In the current year, a further provision of £nil (2024: £nil) was recognized as a result of G 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's financial instruments comprise 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's financial instruments approximate their fair values at 31 March 2025 and 31 March 2024. The Accounting Policies described on pages 26 - 27 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 m anag e ment
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.
Material 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 28 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 provided cash flow to the business. The new project at Talbot Park, now planning permission has been obtained, is expected to provide a good profit as two four-bedroom detached properties are being built. Current financing is provided by external financial institutions supported by C C Johnson.
The Group has received £50,000 of income from a share subscription after the balance sheet date and a new CLN for £150,000 has been signed and can be drawn down in tranches.
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 2025 |
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 |
332,586 |
332,586 |
|
|
| Borr o w i ngs - Di recto r s' loan |
2,924,789 |
|
2,924,789 |
|
| Borr o w i ngs - B a nk lo an |
984,537 |
966,250 |
18,287 |
|
| Borr o w i ngs - Ot her lo a ns |
283,465 |
|
283,465 |
|
| |
|
|
|
|
| Total |
4,525,377 |
1,298,836 |
3,226,541 |
|
| 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 |
|
|
|
|
|
|
19. NET D E BT R ECONC I L I A T I ON
|
|
|
2025 |
2024 |
|
|
£ |
£ |
|
| Cash at bank |
|
27,429 |
8,906 |
| Cash and ca sh eq u i vale nts |
|
27,429 |
8,906 |
| |
|
|
|
| Bor r o wing rep a yable (incl u d i ng o verdrafts) |
|
(4,192,791) |
(3,415,728) |
|
|
|
|
|
| Net Debt |
|
(4,165,362) |
(3,406,822) |
|
|
|
|
|
|
|
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 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) |
| Cash flo ws |
18,523 |
(777,063) |
(758,540) |
| Net debt as at 31 M arch 2 0 25 |
27,429 |
(4,192,791) |
(4,165,362) |
|
|
|
|
|
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.
On 06 May 2025, the Group has announced the appointment of P R Elliott to the Board with immediate effect.
On 28 May 2025, the Group has announced that a property at its Speldhurst site has been sold for £715,000. This generated net proceeds of £94,500 following the repayment of associated third party loans and professional fees.
On 1 July 2025, the Group has announced that it has acquired, from Trafalgar Director, P R Elliott (the "Vendor"), a 10% equity interest in Hilton House, a commercial property located in central Stockport, Manchester, for a purchase price of £350,000. This acquisition constitutes a substantial transaction under AIM Rule 12. The consideration for the 10% interest in Hilton House is to be satisfied through a combination of equity issuance (the "Equity Issuance") and a convertible loan note (the "Convertible Loan Note" or "CLN"), comprising:
· An initial Equity Issuance of 366,666,667 new ordinary shares in Trafalgar at £0.0003 per share, amounting to £110,000 ("Consideration Shares"). This will result in the Vendor holding 29.43% of the fully diluted issued share capital of Trafalgar.
· The balance of £240,000 will be satisfied through the issue of an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of the CLN will be subject to shareholder approval, in the event any proposed conversion results in the Vendor increasing its shareholding in Trafalgar above 29.9%.
Hilton House, independently valued at £3.5 million, is currently a vacant office building which comprises a 1970's-built office complex consisting of four interlinked blocks, including three 3-storey buildings and one 8-storey building, encircled by 68 parking spaces. The property has the potential for redevelopment into a residential buy-to-let scheme, subject to future planning consents. The transaction provides the Company exposure to potential uplift from the repositioning of the asset into a residential or mixed-used scheme, subject to future planning consents. The 10% equity interest will give Trafalgar rights to 10% of any future potential rental income derived from Hilton House and 10% of the sale proceeds on any future disposal of the site.
On 16 July 2025, the Group announced that Wager Holdings Limited ("Wager") has invested £50,000 by way of direct subscription (the "Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the capital of the Company (the "Subscription Shares"), at a price of £0.0001 per share (the "Issue Price"). The Subscription will be used primarily to fund working capital requirements.
In addition to the Subscription, Trafalgar create 150,000 £1 unsecured interest free convertible loan notes ("CLNs") and entered into a formal agreement to issue those 150,000 CLNs for a subscription value of £150,000 (the "Wager CLN") from Wager. It is intended that the Wager CLN will also be used primarily to fund working capital requirements.
The key terms of the Wager CLN are:
- up to £150,000 total facility (principal) amount.
- repayable on or before 31 December 2025.
- interest free and unsecured.
- convertible at £0.0001, being a discount of 71.43% to the closing mid-market share price on 14 July, being £0.00035
- transferrable and will not be quoted.
The conversion of the CLN would be restricted to ensure that, immediately following such conversion, the new fully paid shares issued to the CLN holder, together with any shares already held by the CLN holder and persons acting in concert (as defined in the Takeover Code), do not carry in aggregate 29.9% or more of the voting rights of the Company. Exceptions to this restriction include conversion as part of a sale of the entire issued share capital of the Company, conversion with Takeover Panel approval or conversion as part of a mandatory offer for the remaining shares in the Company, under Rule 9 of the Takeover Code.
At the date of these financial statements £100,000 had been drawn down.
|
|
Note |
|
|
|
|
|
|
2025 |
|
2024 |
|
|
|
£ |
|
£ |
| Non-Current Assets |
|
|
|
|
| I nv e s t m e n ts |
7 |
- |
|
- |
|
|
|
|
|
|
| Current a ssets |
|
|
|
|
| Debtors |
8 |
51,454 |
|
32,140 |
| Cash at bank a nd in hand |
|
26,624 |
|
3,406 |
|
|
|
78,078 |
|
35,546 |
|
|
|
|
|
|
| TOTAL ASSET |
|
78,078 |
|
35,546 |
|
|
|
|
|
|
| EQUITIES & LIABILITIES
|
|
|
|
|
| Current liabilities |
|
|
|
|
| Trade & other payables
|
9 |
264,937 |
|
224,856 |
|
|
|
|
|
|
| Non-current liabilities
|
|
|
|
|
| Borrowings |
10 |
48,965 |
|
25,000 |
|
|
|
|
|
|
| TOTAL LIABILITIES |
|
313,902 |
|
249,856 |
| NET (LIABILITIES) |
|
(235,824) |
|
(214,310) |
|
|
|
|
|
|
| Called up s hare capital |
12 |
3,260,025 |
|
3,237,400 |
| Share pr e m i um acco unt |
|
4,213,165 |
|
4,136,240 |
| Profit and loss account |
|
(7,709,014) |
|
(7,587,950) |
| Equity - attributable to the o wners of the Parent
|
|
(235,824) |
|
(214,310) |
|
|
|
|
|
|
| TOTAL EQUITY AND LIABILITIES |
|
78,078 |
|
35,546 |
|
|
|
|
|
|
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 £121,064 (20 24: l o ss £339,191).
T he fin a ncial state ments were appro ved by the Board of Di rectors on 21 October 2025 and auth orised f or is s ue and are signed on its behalf b y:
P A T rea d a w a y: Paul Treadaway G M 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 2023 |
2,860,150 |
3,484,915 |
107,204 |
(7,355,963) |
(903,694) |
|
|
|
|
|
|
|
| Loss for the year |
- |
- |
- |
(339,191) |
(339,191) |
| |
|
|
|
|
|
| Total comprehensive loss for the year |
- |
- |
- |
(339,191) |
(339,191) |
| |
|
|
|
|
|
| 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) |
|
|
|
|
|
|
|
| At 1 April 2024 |
3,237,400 |
4,136,240 |
- |
(7,587,950) |
(214,310) |
|
|
|
|
|
|
|
| Loss for the year |
- |
- |
- |
(121,064) |
(121,064) |
|
|
|
|
|
|
|
| Total comprehensive loss for the year |
- |
- |
- |
(121,064) |
(121,064) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Shares issued during the year net of costs |
22,625 |
76,925 |
- |
- |
99,550 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| At 31 March 2025 |
3,260,025 |
4,213,165 |
- |
(7,709,014) |
(235,824) |
|
|
|
|
|
|
|
Further details of share capital are shown in Note 12 of Company financial Statements.
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 in 2024.
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 2025 - £14,212 (2024 - £43,344). T he C o m p a ny is a public 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.
During the year the Company crystalised the 2024 CLN with C C Johnson by way of an issue of 226,250,000 shares at £0.00044p per share.
As indicated in note 20 of consolidated financial statements, subsequent to the balance sheet date, the Company announced that Wager Holdings Limited ("Wager") has invested £50,000 by way of direct subscription (the "Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the capital of the Company (the "Subscription Shares"), at a price of £0.0001 per share (the "Issue Price"). The Subscription will be used primarily to fund working capital requirements. A CLN has also been entered into for £150,000 with Wager Holdings Ltd that will provide further working capital. At the date of these financial statements £100,000 had been drawn down.
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 C C Johnson, 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
The Company is applying IAS39 in its recognition and measurement of its Financial Instruments.
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 (2024: £nil)
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.
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 £121,064 ( 2024: L o ss £339,191 ).
6. E MPLO Y EES AND D I R E C T O RS' R E MUN E RA T I ON
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Director s' fees |
- |
|
- |
| Social sec u rity co sts |
- |
|
- |
| Directors' pension contribution |
- |
|
- |
| Ma nag e m e nt fees |
- |
|
- |
| |
- |
|
- |
| |
|
|
|
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:
|
|
2025 |
|
2024 |
|
|
Nu mber |
|
Nu mber |
| Directors and m a nag e m e nt |
4 |
|
4 |
|
|
|
|
|
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 £50,000 ( 2 024: £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 |
2025 |
|
2024 |
| |
|
|
|
| Cost: |
|
|
|
| At 1 April |
3,855,438 |
|
3,855,438 |
| Additions |
- |
|
- |
| At 31 March |
3,855,438 |
|
3,855,438 |
| |
|
|
|
| |
|
|
|
| |
|
|
|
| Impairment: |
|
|
|
| At 1 April |
(3,855,438) |
|
(3,855,438) |
| Additions |
- |
|
- |
| 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 Homes (Boro ugh Gree n) L i mited
|
Ordinary s hares |
100% |
Residential property develop e rs |
8. DE B T ORS
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Am ou n ts o wed by G ro up u n dertakin gs |
23,603 |
|
- |
| Other debtors |
26,002 |
|
32,140 |
| Director's loan |
1,849 |
|
|
|
|
51,454 |
|
32,140 |
|
|
|
|
|
9. TRADE AND OTHER PAYABLES
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
|
|
|
|
|
| Trade creditors |
208,408 |
|
143,457 |
| Taxation and social security |
1,917 |
|
637 |
| Accruals / Other creditors |
54,612 |
|
62,004 |
| Amounts owed to Group undertakings |
- |
|
18,758 |
|
|
264,937 |
|
224,856 |
|
|
|
|
|
The loan with its subsidiary is interest free and repayable on demand.
10. BORROWINGS
|
|
2025 |
|
2024 |
|
|
£ |
|
£ |
| Other loans |
48,965 |
|
25,000 |
|
|
48,965 |
|
25,000 |
|
|
|
|
|
Other loans are provided by the following:
· Forum Energy Services Ltd at £25,000 (2024: £25,000) a shareholder of the Company. This loan is interest free and repayable on demand but it has been confirmed by the company that the loan will not be called within the next 12 months. A Convertible Loan Note is currently being discussed to formalize the arrangement.
· Loan agreement entered into by the Group on 3 June 2024 with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports has agreed to loan the Company the sum of £250,000. The loan bears no interest. The current amount owed to Ecap Esports as at year end is £23,965. These funds are held in a separate deposit account to cover any late costs that may occur from the aborted reverse takeover.
11. FINANCIAL INSTRUMENTS
| Financial a ssets |
2025 |
|
2024 |
|
|
£
|
|
£
|
|
|
|
|
|
| Financial assets:
|
|
|
|
| Financial assets measured at amortised cost: |
|
|
|
| Amounts owed by group undertakings and other debtors |
49,605 |
|
32,140 |
|
|
|
|
|
| Financial liabilities: |
|
|
|
| Financial liabilities measured at amortised cost |
263,020 |
|
170,369 |
|
|
|
|
|
| Financial liabilities includes Trade creditors, Other creditors and Amount due to group undertakings. |
|
|
|
12. SHARE CAP IT AL
| |
|
|
|
| Issued allotted & paid share capital |
2025 |
|
2024 |
| |
Number |
|
Number |
|
|
|
|
|
| Ordinary shares |
|
|
|
| Ordinary shares of 0.1p in issue |
653,102,371 |
|
275,852,371 |
| Subdivision of shares from 0.1p to 0.01p |
(653,102,371) |
|
- |
| After subdivision of share to 0.01p |
653,102,371 |
|
- |
| Issued ordinary shares of 0.01p in year |
226,250,000 |
|
377,250,000 |
| Total ordinary shares of 0.01p in issue |
879,352,371 |
|
653,102,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Deferred shares |
|
|
|
| Deferred shares of 0.9p in issue |
287,144,228 |
|
287,144,228 |
| Subdivision of shares at 0.09p |
653,102,371 |
|
|
| Consolidation of shares from 0.09p |
(653,102,371) |
|
|
| After consolidation of shares to 0.9p |
65,310,238 |
|
- |
| Total Deferred shares of 0.9p in issue |
352,454,466 |
|
287,144,228 |
|
|
|
|
|
| Issued, all o t t ed and f ully p a id
|
2 025 |
|
2 024 |
|
|
£ |
|
£ |
| |
|
|
|
| Ordin ary s h a res b/fwd |
653,102 |
|
275,852 |
| Subdivision of shares |
(587,792) |
|
- |
| Issued in y e ar - ordin ary s h a res |
22,625 |
|
377,250 |
| Total ordinary shares |
87,935 |
|
653,102 |
| |
|
|
|
| Deferred shares b/fwd |
2,584,298 |
|
2,584,298 |
| Subdivision and consolidation of shares in the year |
587,792 |
|
- |
| Total deferred shares |
3,172,090 |
|
2,584,298 |
|
|
|
|
|
|
|
|
|
|
| Share Capital |
3,260,025 |
|
3,237,400 |
Background - ordinary shares, warrants and loan notes
Ordinary Shares:
On 07 November 2024, further to the announcements of 27 March 2024 and 16 October 2024, the Company announces that C C Johnson had issued a conversion notice to the Company in relation to the entirety of the £99,550 unsecured convertible loan notes held by him in the Company (the "2024 CLN"). As a result, and as per the original terms of the 2024 CLN, the Company issued to C C Johnson 226,250,000 New Ordinary Shares (the "2024 Conversion Shares") at £0.00044 per ordinary share ("2024 CLN Exercise Price").
Further to the announcement of 23 June 2025, the Company announced that it had acquired, from a Director of the Company, P R Elliott (the "Vendor"), a 10% equity interest in Hilton House, a commercial property located in central Stockport, Manchester, for a purchase price of £350,000. This acquisition constitutes a substantial transaction under AIM Rule 12. The consideration for the 10% interest in Hilton House is to be satisfied through a combination of equity issuance (the "Equity Issuance") and a convertible loan note (the "Convertible Loan Note" or "CLN"), comprising:
A. An initial Equity Issuance of 366,666,667 new ordinary shares in the Company at £0.0003 per share, amounting to £110,000 ("Consideration Shares").
B. The balance of £240,000 will be satisfied through the issue of an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of the CLN will be subject to shareholder approval, in the event any proposed conversion results in the Vendor increasing its shareholding in Trafalgar above 29.9%.
On 16 July 2025 the Company announced that Wager Holdings Limited ("Wager") had invested £50,000 by way of direct subscription (the "Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the capital of the Company (the "Subscription Shares"), at a price of £0.0001 per share (the "Issue Price").
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.
On 04 November 2024, the Company undertook a sub-division of ordinary shares which subdivided the 653,102,371 0.1p ordinary shares into 653,102,371 0.01p and a new 653,102,371 deferred shares 0.09p each. The 0.09p deferred shares of 0.09p each were then 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
The Co m pany has taken ad vanta ge of t he exem ption co n ferred by F RS102 Section 33 "Related Par ty disclo su res" n ot to disclo se transactions un derta ken w ith o t her w h olly ow ned mem 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 of Company financial statements.
14. SUBSEQUENT EVE N TS
On 06 May 2025, the Group announced the appointment of Mr P R Elliott to the Board with immediate effect.
On 28 May 2025, the Group announced that a property at its Speldhurst site has been sold for £715,000. This generated net proceeds of £94,500 following the repayment of associated third party loans and professional fees.
On 1 July 2025, the Group announced that it has acquired, from Trafalgar Director, P R Elliott (the "Vendor"), a 10% equity interest in Hilton House, a commercial property located in central Stockport, Manchester, for a purchase price of £350,000. This acquisition constitutes a substantial transaction under AIM Rule 12. The consideration for the 10% interest in Hilton House is to be satisfied through a combination of equity issuance (the "Equity Issuance") and a convertible loan note (the "Convertible Loan Note" or "CLN"), comprising:
· An initial Equity Issuance of 366,666,667 new ordinary shares in Trafalgar at £0.0003 per share, amounting to £110,000 ("Consideration Shares"). This will result in the Vendor holding 29.43% of the fully diluted issued share capital of Trafalgar.
· The balance of £240,000 will be satisfied through the issue of an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of the CLN will be subject to shareholder approval, in the event any proposed conversion results in the Vendor increasing its shareholding in Trafalgar above 29.9%.
Hilton House, independently valued at £3.5 million, is currently a vacant office building which comprises a 1970's-built office complex consisting of four interlinked blocks, including three 3-storey buildings and one 8-storey building, encircled by 68 parking spaces. The property has the potential for redevelopment into a residential buy-to-let scheme, subject to future planning consents. The transaction provides the Company exposure to potential uplift from the repositioning of the asset into a residential or mixed-used scheme, subject to future planning consents. The 10% equity interest will give Trafalgar rights to 10% of any future potential rental income derived from Hilton House and 10% of the sale proceeds on any future disposal of the site.
On 16 July 2025, the Group announced that Wager Holdings Limited ("Wager") has invested £50,000 by way of direct subscription (the "Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the capital of the Company (the "Subscription Shares"), at a price of £0.0001 per share (the "Issue Price"). The Subscription will be used primarily to fund working capital requirements.
In addition to the Subscription, Trafalgar created 150,000 £1 unsecured interest free convertible loan notes ("CLNs") and entered into a formal agreement to issue those 150,000 CLNs for a subscription value of £150,000 (the "Wager CLN") from Wager. It is intended that the Wager CLN will also be used primarily to fund working capital requirements.
The key terms of the Wager CLN are:
- up to £150,000 total facility (principal) amount.
- repayable on or before 31 December 2025.
- interest free and unsecured.
- convertible at £0.0001, being a discount of 71.43% to the closing mid-market share price on 14 July, being £0.00035
- transferrable and will not be quoted.
The conversion of the CLN would be restricted to ensure that, immediately following such conversion, the new fully paid shares issued to the CLN holder, together with any shares already held by the CLN holder and persons acting in concert (as defined in the Takeover Code), do not carry in aggregate 29.9% or more of the voting rights of the Company. Exceptions to this restriction include conversion as part of a sale of the entire issued share capital of the Company, conversion with Takeover Panel approval or conversion as part of a mandatory offer for the remaining shares in the Company, under Rule 9 of the Takeover Code.
At the date of these financial statements £100,000 had been drawn down.
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 2025, 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 G M Thorneycroft as a Director; Gary is retiring by rotation and submitting himself for re-election.
(e) Resolution 5: to re-appoint Dr P F Challinor as a Director; Paul is retiring by rotation and submitting himself for re-election.
(f) Resolution 6: to re-appoint P R Elliott as a Director; Paul is retiring as under the Articles of Association, Directors must be re-appointed at the first annual general meeting following their appointment and is submitting himself for re-election.
Special business at the AGM
The following special business resolutions will be proposed at the AGM:
(a) Resolutions 7 and 8: to renew residual authorities (i) to allot securities under section 551 of the Companies Act 2006, in the amount of up to £250,000 (2,500,000,000 ordinary shares of £0.0001 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 (2,500,000,000 ordinary shares of £0.0001.
The authorities under these resolutions would subsist until the conclusion of the Annual General Meeting of the Company to be held in 2026 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 2025 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 11a.m. on 14 November 2025, 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 6 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 2025.
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 2026.
3. To authorise the Directors to determine the remuneration of the auditor.
4. To re-appoint G M Thorneycroft as an Executive Director of the Company.
5. To re-appoint Dr P F Challinor as an Executive Director of the Company.
6. To re-appoint P R Elliott as an Executive Director of the Company.
Special business
To consider and, if thought fit, to pass resolution 7 as an ordinary resolution and resolutions 8 as special resolution:
7. 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 (2,500,000,000 ordinary shares of £0.0001), 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 2026 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.
8. 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 7 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 (2,500,000,000 ordinary shares of £0.0001), 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 2026 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: 21 October 2025
| Registered Office : Chequers Barn Chequers Hill Bough Beech Edenbridge Kent TN8 7PD
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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 12 November 2025.
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 12 November 2025.
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 12 November 2025 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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