TIDMTRAF
RNS Number : 1465B
Trafalgar Property Group PLC
29 September 2022
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Final Results for the year ended 31 March 2022 and notice of
Annual General Meeting
Trafalgar (AIM:TRAF), the AIM quoted residential and assisted
living property developer, announces its final results for the
twelve months ended 31 March 2022.
The Company's Annual Report has been posted to shareholders, a
copy can also be found on the Company's website. It contains notice
of the Annual General Meeting of the Company to be held at the
Company's offices at Chequers Barn, Bough Beech, Edenbridge, Kent
TN8 7PD at 11 a.m. on 21st October 2022.
Enquiries:
Trafalgar Property Group plc
James Dubois +44 (0) 1732 700 000
SPARK Advisory Partners Limited
- AIM Nominated Adviser
Matt Davis +44 (0) 203 368 3550
Peterhouse Capital Limited
- Broker
Duncan Vasey/Lucy Williams +44 (0) 20 7409 0930
T r a f al g a r P rop e rty G roup P lc
CHAIRMAN'S STATEMENT
for the year ended 31 March 2022
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 2022, w
hich incl u des one property sale co m pleted in the year. T he o
verall result was disappointin g, as can be seen in the attac hed
Accou nts and Strategic Report. We are co ntin u i ng to progress
an existing land option that we hold in Leatherhead Surrey for a
scheme to build seven properties. The Appeals Inspector has
recently visited and we are awaiting his decision.
Financials
T he year u n der review s aw the Gro up t u r n o ver at GBP
64,839 (2 0 21: GBP 2,285,800), with a lo ss a fter tax of GBP
486,336 ( 2 021: L o ss GBP 329,194).
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 these planning appeals,
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
GBP 12,753 ( 20 21: GBP 246,193) and t he Gro up co nti nu es to
have s uf ficie nt bank fac ilities f or all planned acti vitie
s.
Business Enviro n ment and Outlook
No new directors were appointed to the Group this year but we
are pleased to announce that Dr Paul Challinor joined our Board on
11 May 2022. Dr Challinor is an acknowledged expert in the field of
hydroponics and the crop nutrition sector and he is progressing the
opportunities open to us in this area.
T he ef fec ts of the C o vid- 19 pan d e mic h a ve a ffected o
ur bu sin e ss since March 2020 as sales of co m pleted u nits h a
ve been delayed with the planning process being negatively
impacted. 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.
I w o uld refer y ou to the Strategic Report that co vers o ur
acti vities in m ore detail.
J a mes D ubois
Chair m an
27 September 2022
T r a f al g a r P rop e rty G roup P lc
S T R AT EG IC R E P O RT
f o r t he y ear e n d ed 31 M a r ch 2022
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)
Mortgages of GBP924,373 (2021: GBP924,373) exist on t he three
properties held by Sel mat. T he shares of t he Gro up are q u oted
on the L o n don Stock Ex c h a nge A IM mar ket.
T he principal activity of t he Gro up co ntin ues to be t hat
of investment in residential property, which includes rental income
GBP64,839 (2021: GBP73,300) and sales from property develo p ment
GBPnil (2021:GBP2,212,500) and 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 GBP 486,336 (20 21: L o ss GBP329,194). Management
believe 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.
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.
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. 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 22.
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.
Operations review
A s um mary of t he res ults
f or t he year is as f ollo
w s :-
2 0 22 20 21
GBP GBP
Revenue for the year 64,839 2,285,800
Gross profit 61,680 322,006
Administration expenses (459,665) 463,963
Loss on disposal of property (28,646) -
(including cost)
Other income - 27,023
Profit on revaluation 112,000 -
Interest payable and similar
charges (171,714) (214,260)
Loss after taxation (486,336) (329,194)
Gro up tu r n o ver f or the year a m ou nted to GBP 64,839 ( 20
21: GBP 2,285,800), r e presenting no sales but rental income
received (2021: six residential properties sold plus two land
options). Investment properties have been transferred into current
assets this year as a result of the impending sales of the
remaining properties since the year end. The administration costs
include costs written off following the unsuccessful planning
appeal on the Send site amounting to GBP 73,517. In additional one
investment property was sold for GBP 352,500 and there was a loss
on disposal on this of GBP 28,646 included in administration costs.
The property portfolio was revalued at year end and this showed an
increase in value of GBP 112,000.
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 GBP486,336 (2021:
GBP329,194).
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 GBP5,453,582 (20 21: lo
sses GBP 5,049,125).
T he lo ss per share d u ring t he year w as ( 0.34p ), ( 2 021:
l o ss per share 0.34p).
Directors' duties under S172
T he Directors believe that, individ ually a nd to get her, th
ey have acted in the w ay t h ey 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 Group f or
the ben e fit of its m e m bers as a w h ole, having regard to the
stak e h olders and m atters set o ut in s 172(1)( a -f) of the Co
m p a nies Act 2006 in the decisio ns tak en d u ring the year en
ded 31 Ma rch 2022.
Our Board of Directors r e main a ware of t heir respon sibilit
ies both wit hin and o utside of the Gro u p. Wit h in t he li
mitations of a Gro up with so f ew e m plo yees we e n dea v o ur
to f ollow t hese prin ciples:
Purpo se, vision and s trateg y : this is set o ut on pages 5-7
on this Strategic Report and we recog nise o ur role in identi f y
i ng opportunities to develop h o mes a nd apartm e n ts to the
best q uality s tan dard s.
Group policies : t hese are revie wed a n nually and sta ff and
Directors are enco u r a ged to i m pr o ve t heir skillset as
appropriate.
Culture and peo ple : we f ully s u pport a cultu re w here all
custo mer s, sta ff and s u ppliers are treated in an open and h o
nest fas hio n, ir respective of race, g e n der, eth nic,
disabilities or other sce nario s.
Board s tructure : t he role of the Board is revie wed ann u
ally with a clear f o c us on t he s pecific roles ass i gned to
each i n divid ual to enable the Board to p r operly s u pport each
m e m ber of staf f.
Freedom within a fra mew o r k : we are developing a n ew fr a m
e w o rk f or co mm u nicati ng this f reed om in a strai gh t - f
o r ward meth odo l og y.
Risk and internal control fra mew ork : r i s ks and controls
are su b ject to discussion at quarterly Board meeti n g s. Every
pro ject un dertaken by the Gro up is an a l ysed w ith a view to
li miting t he ris ks to t he Gro up and its Sta keh olders b e f
ore proceeding w ith i m ple m e ntatio n.
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. T hese mea s u
res are disclo sed abo ve in t he operations revie w.
Develo p m ent Pipeline & outlook
We still hold a land option on a site in Leather head for a
scheme to build seven apartments. We have incurred costs to date of
GBP25,659 on this site as shown in inventory note 13 within the
accounts. Recently the Appeals Inspector visited the site and we
are awaiting his decision.
Financial Ins t r u ments
I n f o r m ation relati ng to t he f i nancial i nstr u m e n
ts is n ow i ncl u ded in the Di rector s' Report on pages 8 -
11.
Paul Treada w ay
Director
27 September 2022
T r a f al g a r P rop e rty G roup P lc
D IRE C TO RS' R E P O RT
f o r t he y ear e n d ed 31 M a r ch 2022
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 2022.
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 (2021: nil).
Directors
T he f ollo w i ng Directors h a ve held o f fice s i nce 1 A
pril 2021 and have all ser ved f or the en tire acco unti ng year
:- N A C L ott
J Du bois
P A Treadaway
G Thorneycroft
Director's appointments since year end
Dr P Challinor - 11 May 2022
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 2 2, 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 2022 were as follows: -
Directors' interests in
shares 31 . 03 . 2022 31 . 03 . 2021
Or d i n a ry s Or d i n a ry s h ares
h ares - 0 . 1p - 0 . 1p each
each
J Dubois 400,000 400,000
N Lott 50 , 000 50,000
P Treadaway 19,733,466 19,733,466
G Thorneycroft 600,000 600,000
31.03.2022 31.03.2021
Deferred shares - 0.9p Deferred shares
each - 0.9p each
No. held No. held
J Dubois 1,900,000 1,900,000
N Lott 550,000 550,000
G Thorneycroft - -
P Treadaway 10,648,466 10,648,466
Other subs tantial sh areho ldings
As at 26September 2022, 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.
Or d i n a ry S h are h o
s h ares l ding
N o 0.1p %
C.C. J o hns on 18,681,580 6.77
P Treadaway 19,773,466 7.17
R & C Edwards 20,789,060 7.54
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 2022. 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 May 20 18 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 (2021: four) of w hich
two are exec utive and two n on-exec utive, a ll of w h om h old
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.
I n f o r m ation relati ng to t he f i nancial i nstr u m e n
ts is n ow i ncl u ded in the Strategic Report on pages 5 - 7.
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 5 -7.
Provision of inform ation to auditor
Each of the per s ons w ho are Directors at the ti me w h en
this Director s' Report is ap pro ved has con fir med that:
so far as t hat Director is a ware, there is no relev a nt a u
dit i n f o r mation of w hich t he Gro u p's au ditor is
un a ware; and
that Director has ta k en all t he steps that o u g ht to h a ve
been taken as a Director in order to be aware of any i n f o r
mation needed by t he Gro u p 's a u ditor in co nnection with
preparing t heir report a nd to establish that t he Gro u p's au
ditor is aware of the in f o r matio n.
Audi tor
T he au ditor, MHA MacI n t y re Hu d s o n, will be propo sed f
or r e -appoin t m e nt in accordance with Section 489 of the C o m
p a nies Act 2006.
T his report was appro ved by t he Board and signed on its
behalf.
Paul Treada w ay Direct or
27 September 2022
T r a f al g a r P rop e rty G roup P lc
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY
GROUP PLC
f o r t he y ear e n d ed 31 M a r ch 2022
For the purpose of this report, the terms "we" and "our" denote
MHA MacIntyre Hudson 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 MacIntyre Hudson. 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.
The relevant legislation governing the Parent Company is the United
Kingdom Companies Act 2006 ("Companies Act 2006").
Opinion
We have audited the financial statements, for the year ended 31
March 2022, which 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;
-- the notes to the consolidated financial statements 1 to 23;
-- the Company statement of financial position;
-- the Company statement of changes in equity; and
-- the notes to the Company statements 1 to 15
The financial reporting framework that has been applied in the
preparation of the Group's financial statements is applicable law
and [International Financial Reporting Standards and
Interpretations ("collectively IFRSs") as adopted in the United
Kingdom ("UK-adopted IFRS")]. The financial reporting framework
that has been applied in the preparation of the Parent Company's
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 the Parent Company's affairs as at 31
March 2022 and of the Group's loss for the year then ended;
-- the Group financial statements have been properly prepared in
accordance with applicable law and United Kingdom adopted
International Financial Reporting Standards (UK Adopted IFRS);
-- the parent company financial statements have been properly
prepared in accordance with United Kingdom Generally Accepted
Accounting Practice; and
-- the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group
and the Parent Company in accordance with the ethical requirements
that are relevant to our audit of the financial statements in the
UK, including the FRC's Ethical Standard as applied to listed
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 the going concern section of the
accounting policies in the financial statements which states that
the group incurred substantial losses during the year and the
continued requirement for successful future equity or debt fund
raising. The impact of this together with other matters set out in
the note, indicate a material uncertainty that may cast significant
doubt on the group's ability to continue as a going concern. Our
opinion is not modified in respect of this matter.
Our evaluation of the Directors' assessment of the entity's
ability to continue to adopt the going concern basis of accounting
included:
-- The consideration of inherent risks to the Group's and parent
company's operations and specifically its business model.
-- The evaluation of how those risks might impact on the Group's
and parent company's available financial resources.
-- Review of the mathematical accuracy of the cashflow forecast
model prepared by management and corroboration of key data inputs
to supporting documentation for consistency of assumptions used
with our knowledge obtained during the audit.
-- Challenging management for reasonableness of assumptions in
respect of the timing and quantum of cash receipts and payments
included in the cash flow model.
-- Where additional resources may be required the reasonableness
and practicality of the assumptions made by the Directors when
assessing the probability and likelihood of those resources
becoming available.
-- Holding discussions with management regarding future
financing plans, corroborating these where necessary and assessing
the impact on the cash flow forecast.
-- Evaluating the accuracy of historical forecasts against
actual results to ascertain the accuracy of management's
forecasts.
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 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
Materiality The overall materiality that we used for the
Group financial statements was GBP35,800 (2021:
GBP58,500), which was determined as 2% of gross
assets (2021: 2% of gross assets).
The overall materiality for the Parent Company
financial statements was GBP19,500 (2021: GBP22,000),
which was determined as 2% of gross liabilities
(2021: 2% of gross liabilities).
Performance materiality was set at 60% (2021:
60%) of materiality for both the Group and Parent.
Scope Our audit was scoped by obtaining an understanding
of the Group, including the Parent Company,
and its environment, including the Group's system
of internal control, and assessing the risks
of material misstatement in the financial statements.
We also addressed the risk of management override
of internal controls, including assessing whether
there was evidence of bias by the directors
that may have represented a risk of material
misstatement.
The Group consists of six reporting components,
of which two were considered to be significant
components: Trafalgar Property Group plc and
Selmat Limited. The significant components were
subjected to full scope audits for the purposes
of our audit report on the Group financial statements.
Material subsidiaries were determined based
on:
1) financial significance of the component to
the Group as a whole, and
2) assessment of the risk of material misstatements
applicable to each component.
-------------------------------------------------------------
Key audit matters Recurring:
* Undisclosed related party transactions
-------------------------------------------------------------
Key Audit Matters
Key Audit Matters are those matters that, in our professional
judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant
assessed risks of material misstatement, whether or not due to
fraud, that we identified. These matters included those 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.
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 The Group enters into a significant number of transactions
matter description 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 Our procedures included an assessment of the presentation
scope of of related party transactions within the financial
our audit statements, this focused primarily on the Directors
responded loan accounts.
to the key
audit matter We reviewed movement on these balances in the year
and vouched items to supporting evidence.
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 We concluded that the classification and disclosure
of related party transactions is complete and appropriate.
------------------------------------------------------------
Our application of materiality
The scope of our audit was influenced by our application of
materiality. We set certain quantitative thresholds for
materiality. These, together with qualitative considerations,
helped us to determine the scope of our audit and the nature,
timing and extent of our audit procedures on the individual
financial statement line items and disclosures and in evaluating
the effect of misstatements, both individually and in aggregate on
the financial statements as a whole.
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
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 GBP35,800 (2021: GBP58,500) GBP19,500 (2021: GBP22,000)
materiality
---------------------------------- ------------------------------------
How we 2% of gross assets (2021: 2% of gross liabilities (2021:
determined 2% of gross assets) 2% of gross liabilities)
it
---------------------------------- ------------------------------------
Rationale We consider gross assets The Parent Company is largely
for the to be the main measure a holding company incurring
benchmark by which the users of limited costs and financing
applied the financial statements the group. Therefore gross
assess the prospects and liabilities has been considered
success of the Group. the most appropriate benchmark
Therefore, we consider for materiality.
this to be the most appropriate
benchmark for Group materiality.
---------------------------------- ------------------------------------
We set performance materiality at a level lower than materiality
to reduce the probability that, in aggregate, uncorrected and
undetected misstatements exceed the materiality for the financial
statements as a whole. Group and the Parent Company performance
materiality was set at 60% (2021: 60%) of Group and Parent Company
overall materiality respectively for the 2022 audit. In determining
performance materiality, we considered our understanding of
the entity, including the quality of the control environment
and whether we were able to rely on controls, and the nature,
volume and size of uncorrected misstatements in the previous
period.
We agreed with management that we would report to them all audit
differences in excess of GBP1,790 (2021: GBP2,925) for the Group
and GBP975 (2021: GBP1,100) for the Company as well as differences
below that threshold that, in our view, warranted reporting
on qualitative grounds. We also report to management on disclosure
matters that we identified when assessing the overall presentation
of the financial statements.
Overview of the scope of our audit
The Group consists of 6 components, all of which are based in
the UK and audited by the Group audit team.
The coverage achieved by our audit procedures was:
Number of components Revenue Total assets Loss before
tax
------------ --------------------- -------- ------------- ------------
Full scope
audit 2 100% 98% 84%
------------ --------------------- -------- ------------- ------------
Analytical
Review 4 0% 2% 16%
------------ --------------------- -------- ------------- ------------
Total 6 100% 100% 100%
------------ --------------------- -------- ------------- ------------
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.
Opinions on other matters prescribed by the Companies Act 2006
In our opinion, based on the work undertaken in the course of
the audit:
* the information given in the Strategic Report and the
Directors' Report for the financial year for which
the financial statements are prepared is consistent
with the financial statements; and
* the Strategic Report and the Directors' Report have
been prepared in accordance with applicable legal
requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group
and Parent Company and its environment obtained in the course
of the audit, we have not identified material misstatements
in the Strategic Report or the Directors' Report.
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to report
to you if, in our opinion:
* adequate accounting records have not been kept by the
parent company, or returns adequate for our audit
have not been received from branches not visited by
us; or
* the parent company financial statements 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 the 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's responsibilities for the audit of the financial statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material misstatement,
whether due to fraud or error, and to issue an auditor's report
that includes our opinion. Reasonable assurance is a high level
of assurance but is not a guarantee that an audit conducted
in accordance with ISAs (UK) will always detect a material misstatement
when it exists. Misstatements can arise from fraud or error
and are considered material if, individually or in the aggregate,
they could reasonably be expected to influence the economic
decisions of users taken on the basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with
our responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud. The extent to
which our procedures are capable of detecting irregularities,
including fraud, is detailed below.
Because of the inherent limitations of an audit, there is a
risk that we will not detect all irregularities, including those
leading to a material misstatement in the financial statements
or non-compliance with regulation. This risk increases the more
that compliance with a law or regulation is removed from the
events and transactions reflected in the financial statements,
as we will be less likely to become aware of instances of non-compliance.
The risk is also greater regarding irregularities occurring
due to fraud rather than error, as fraud involves intentional
concealment, forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement and the extent to
which these are capable of detecting irregularities, including
fraud is detailed below:
* Enquiry of management to identify any instances of
non-compliance with laws and regulations.
* Enquiry of management around actual and potential
litigation and claims.
* Enquiry of management to identify any instances of
known or suspected instances of fraud.
* Discussing among the engagement team regarding how
and where fraud might occur in the financial
statements and any potential indicators of fraud.
* Reviewing minutes of meetings of those charged with
governance.
* Holding discussions with the Group's legal advisors
to ascertain any ongoing claims or issues during the
year.
* 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.
* Reviewing internal audit reports.
* Challenging assumptions and judgements made by
management in their significant accounting estimates,
in particular with respect to provisions for claims
incurred but not reported.
A further description of our responsibilities for the audit
of the financial statements is located on the Financial Reporting
Council's website at: www.frc.org.uk/auditorsresponsibilities
.
This description forms part of our auditor's report.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act
2006. Our audit work has been undertaken so that we might state
to the Company's members those matters we are required to state
to them in an auditor's report and for no other purpose. To
the fullest extent permitted by law, we do not accept or assume
responsibility to anyone other than the Company and the Company's
members as a body, for our audit work, for this report, or for
the opinions we have formed.
Andrew Moyser FCA FCCA (Senior Statutory Auditor)
For and on behalf of MHA MacIntyre Hudson, Statutory Auditor
London
27 September 2022
-----------------------------------------------------------------------------------------------
T r a f al g a r P rop e rty G roup P lc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
f o r t he y ear e n d ed 31 M a r ch 2022
Year Year
ended en ded
31 M arch 31 March
2022 2021
Note
GBP GBP
Rev e n ue 1 64,839 2,285,800
C o st of s ales (3,159) (1,963,794)
Gro ss pro fit 61,680 322,006
A d m i nistrati ve ex p e ns es (459,655) (463,963)
(Loss) on disposal of investment property (28,646) -
Operating (lo ss) 3 (426,622) (141,957)
( L o ss) before intere st and exceptional
items (426,622) (141,957)
Other inco me 2 - 27,023
Fair value movement on investment property
revaluation 10 112,000 -
I nterest p a yable and s i m ilar char
ges 5 (171,714) (214,260)
( L o ss) before ta x ation (486,336) (329,194)
Tax payable on (lo ss) on ordinary ac 6 - -
tiv ities
( L o ss) after ta x ation f or the
year a t tributable to equity holders
of the parent (486,336) (329,194)
Other co m preh e ns i ve i nco me attrib -
utable to eq uity h olders of the parent -
T otal c o mprehensive (lo ss) f or
the year (486,336) (329,194)
( L o ss) attributable to:
Eq uity h olders of the Parent (486,336) (329,194)
T otal co mprehensive (lo ss) f or the
year attributable to:
Eq uity h olders of the Parent (486,336) (329,194)
( LOSS) PER ORDI N A RY SHARE: Basic/diluted 7 (0.34)p (0.34)p
All r e sults in the c u rrent a nd preceding fin a ncial year
derive f r om co nti n u i ng operatio ns.
T he n otes on pages 22 to 43 are an inte g ral part of th e se
co n s olidated fin a ncial state m e nts
Trafalgar Property Group Plc
C ON S OL IDA TED STATE M ENT OF F INAN C IAL P O S I T ION
F or the y e ar ended 31 M arch 2022
Year ended Year ended
31 M arch 31 March
Note 2022 2021
T O T AL ASS E TS Restated
Non-current a ssets GBP GBP
Plant a nd eq uip m e nt 8 1,137 1,516
I nv e s t m e nt properties 9 0 1,975,000
1,137 1,976,516
Current a ssets
I nv e nto ry 13 25,657 78,608
Investment Properties 10 1,712,000 -
T r a de and other receivables 11 40,500 33,455
Cash and ca sh eq u i vale nts 12 12,753 246 ,193
1,790,910 358,256
T otal a ssets 1,792,047 2,334,772
E QUI T I ES & LIABI L I T I ES
Current liabilities
T r a de and other payables 14 370,233 478,514
Bor r o wings 15 869,697 -
1,239,930 478,514
Non-current liabilities
Deferred tax 6 - -
Bor r o wings 15 3,824,724 4,818,488
T otal liabilities 5,064,654 5,297,002
Net (liabilities)/a ssets
Equity attributable to equity holders
of the Co mpany (3,272,607) (2,962,230)
Called up s hare capital 16 2,726,817 2,726,817
Share pr e m i um acco unt 3,250,249 3,250,249
(2,8 1 (2,8 1
Rever se ac q uisition reser ve 7,6 33) 7,6 33)
Loan note equity reserve 16 & 18 30,303 71,074
Capital contribution reserve 19 157,777 -
P ro fit & lo ss accou nt (6,620,120) (6,192,737)
T otal Equity (3,272,607) (2,962,230)
-------------- ----------------
2,334,
T otal Equity & Lia bilities 1,792,047 772
-------------- ----------------
The restated details are shown within prior year adjustment note
20, to the accounts and on the consolidated statement of changes in
equity on page 20.
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 27
September,
2 022 and are signed on its behalf b y:
P T rea d a w a y:
.............................................. G Thorneycroft:
................................................
T he n otes on pages 22 to 4 3 are an inte g ral part of th e se
co n s olidated fin a ncial state m e nts.
Trafalgar Property Group Plc
C ON S OL IDA TED STATE M ENT OF CHANGES IN EQUITY
As at 31 March 2022
Loan
Share Share Note Reverse Retained Capital Total
Capital Premium Equity Acquisition profits/ Contribution Equity
Reserve Reserve (losses) Reserve
GBP GBP GBP GBP GBP GBP GBP
At 1 April
2020 2,633,067 2,660,862 - (2,817,633) (5,896,601) (3,420,305)
Loss for the
year (329,194) (329,194)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
Total
comprehensive
Income for
the year (329,194) (329,194)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
Issue of
shares 93,750 656,250 750,000
Share issue
costs (66,863) (66,863)
Loan note
equity 104,132 104,132
At 31 March
2021 2,726,817 3,250,249 104,132 (2,817,633) (6,225,795) (2,962,230)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
Prior year
adjustment (33,058) 33,058 -
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
At 1 April
2021 & 31
March
2021 2,726,817 3,250,249 71,074 (2,817,633) (6,192,737) (2,962,230)
Loss for the
year (486,336) (486,336)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
Total
comprehensive
Income for
the year (486,336) (486,336)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
Loan note
equity
reserve 18,182 18,182
Movement in
loan note
equity
reserve (58,953) 58,953 -
Capital
contribution
during the
period 157,777 157,777
At 31 March
2022 2,726,817 3,250,249 30,303 (2,817,633) (6,620,120) 157,777 (3,272,607)
-------------- --------------- -------------------------- ----------------------- ------------- ------------- -------------
The rever se acq uisition reser ve was created in accordance
with IFRS3 ' Bu s i ness C o m bination s '. T he reser ve arises d
ue to t he eli m i nation of the C o m p a n y 's i nv e s t ment
in TNH ( f o r mer ly C o m be Bank Ho m es L i mited). Since the s
hareh olders of TNH bec a me the maj ority sh a reh olders of t he
e nlar ged G r o u p, the ac q uis ition is acco unted f or as t h
ough th e re is a co ntin uation of t he legal s u b sidiar y 's f
i n a ncial state m e nts. In r e ver se acq uisition accou nti n
g, t he b us i ness co m b i nation's co s ts are dee med to have
been incu rred by t he le gal su b sidiar y. Retai ned pro fit/(l o
sses) relate to the pro f its/lo sses ea r ned by the b us i n e ss
t hat have n ot been distrib uted and h a ve b uilt up o ver the
years of tradin g.
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. An adjustment has been made of
GBP18,182 as this amount relates to the period from year end to the
expiry of the loan notes being 31 July 2022. A further adjustment
has been made of 58,954 which is the amount provided for to 31March
2022.
Further details of shares issues in the year are shown in note
16, capital contribution reserve are shown in note 19 and the prior
year adjustment are shown in note 20 to the accounts
T he n otes on p a ges 22 to 4 3 are an inte g ral part of these
co ns olidated f i n a ncial stat e ments.
Trafalgar Property Group Plc
CONSOLIDATED STATEMENT OF CASH FLOWS
F or the y e ar ended 31 M arch 2022
2022 2021
GBP GBP
Ca sh flow f r om operating activities
( L o ss) a fter taxation (486,336) (329,194)
Dep reciation 379 506
Decrea se in i nv e nto ry 52,954 1,134,084
(Increase) in receivables (7,045) (8,844)
Loss on disposal 22,500 -
(Decrease) in payables (53,958) (70,290)
Property revaluation (112,000) -
Loan note equity movement 58,953 -
I nterest p a yable and s i m ilar char ges 171,714 214,260
-------------- ----------------
Net ca sh outflow from opera ting activities (352,839) 940,522
-------------- ----------------
Investing activities
Disposal/(P u rchase) of ta n gible f i xed assets 352,500 (599)
-------------- ----------------
352,500 (599)
-------------- ----------------
Financing activities
I ssue of shar es - 683,137
New lo an borro w i n gs - 51,250
Repaid loan borro w i n gs - (555,000)
Related par ty n ew lo an borr o w i ng 297,500 430,338
Related par ty loan rep a yment (452,758) (771,431)
(490 , 00
Rep a yment of other borro win gs (9,583) 0)
I nterest paid (68,260) (69,993)
-------------- ----------------
(233,101
Net cash/(outflow) from financing ) (721,699)
-------------- ----------------
(Decrease)/Increa se in ca sh and ca sh equivalents in the year (233,440) 218,224
-------------- ----------------
Ca sh and ca sh equivalents at the beginning of the year 246,193 27,969
-------------- ----------------
Ca sh and ca sh equivalents at the end of the year 12,753 246,193
-------------- ----------------
T he n otes on pages 22 to 43 are an integ ral part of th e se
co n s olidated fin a ncial state m e nts.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
F or the y e ar ended 31 M arch 2022
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 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 5.
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 22 and are
presented in po un ds sterling ( "GB P"). T he co m parative year
is f or the year to 31 Mar ch 2021.
T he finan cial state m e nts have been prep a red un der the
his t orical co st co nvention in accordance with applicable
United Ki ng d om la w. T he p rincipal accou nti ng policies ad opted are set o ut belo w.
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
T he outstanding liabilities at 31 March 2022 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.
As indicated in note 23 subsequent to the balance sheet date,
the Company has raised GBP400,000 for working capital purposes by
way of an issue of 133,333,333 shares at 0.3p per share and agreed
a re-organisation of the loans with C C Johnson for a further two
years.
T he Gr o up co n tinues to utilise banking s o u rces f or the
fin a ncing of its devel o p ments, t ogether with loans fr om
third party investo r s, to en s u re that there is su fficient m o
ney available f or the Gr o up to under take and co m plete its var
i o us devel op ments.
T he Gr o up does n ot operate an o v e r d raft facility b ut b
o rr ow on a site specif ic basis fr om var i o us banker s, 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.
T he B o a rd is co m f or table with the s t r uctu re of its
bank finance, w hich usually inv olves the bank len ding 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 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 to
p r o v i de 10 0% of the b u ild finance.
Ho wever given th at a deg ree of unce r tainty exists in the
timing of f utu re sales, and management's ability to refinan ce
all l oans d ue in the next twelve m o nths, there e xists a mater
ial unce r tainty in relati on to the going co n cern basis a d o
pted in the p reparati on of the financial state ments .
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 and are shown in the accounts by
way of a profit/(loss) on disposal.
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.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Interest Rate Benchmark Reform - Phase 2 (issued in August
2020)
The amendments are aimed at helping companies to provide
investors with useful information about the effects of the reform
of interest rate benchmarks on those companies' financial
statements.
The amendments complement those issued in 2019 and focus on the
effects on financial statements when a company replaces the old
interest rate benchmark with an alternative benchmark rate as a
result of the reform. The Phase 2 amendments relate to:
-- changes to contractual cash flows -a company will not have to
derecognise or adjust the carrying amount of financial instruments
for changes required by the reform, but will instead update the
effective interest rate to reflect the change to the alternative
benchmark rate;
-- hedge accounting -a company will not have to discontinue its
hedge accounting solely because it makes changes required by the
reform, if the hedge meets other hedge accounting criteria; and
-- disclosures -a company is required to disclose information
about new risks arising from the reform and how it manages the
transition to alternative benchmark rates.
The amendment was effective for financial years beginning on or
after 1 January 2021
New standards, interpretations and amendments not yet
adopted
The Group adopt early the following amendments to standards
which are not yet mandatory.
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (issued
January 2020)
The amendments clarify that the classification of a liability as
current or non-current is based only on rights existing at the end
of the reporting period and the classification is not affected by
expectations about whether rights to settle or defer a liability
will be exercised. Further, the amendments clarify that the
settlement of a liability refers to the transfer of cash,
convertible debts, other assets, or services to the counterparty.
This amendment only affects presentation.
The amendment is effective for financial years beginning on or
after 1 January 2024 and has not yet been adopted for use in the
United Kingdom.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IFRS 3 - References to the conceptual framework
(issued in May 2020)
The amendments change references and cross-references from IFRS
3 to the Framework for the Preparation and Presentation of
Financial Statements.
The amendment is effective for financial years beginning on or
after 1 January 2022.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 16 Property, Plant and Equipment (issued in
May 2020)
The amendments require any proceeds from selling items produced
(and related production costs) in the course of bringing an item
property, plant and equipment into operation to be recognised in
profit or loss clarifying that such items are not reflected in the
cost of the asset.
The amendment is effective for financial years beginning on or
after 1 January 2022.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets (issued in May 2020)
The amendments clarify that the cost of fulfilling a contract
are costs that relate directly to
that contract. Such costs can be the incremental costs of
fulfilling that contract or an allocation of other costs directly
related to fulfilling that contract.
The amendment is effective for financial years beginning on or
after 1 January 2022.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement - Disclosure of
Accounting policies (issued in February 2021)
The amendments enhance the disclosure requirements relating to
an entity's accounting policies and clarify that the notes to a
complete set of financial statements are required to include
material accounting policy information. Material accounting policy
information, when considered with other information included in the
financial statements, can reasonably be expected to influence
decisions that the primary users of financial statements make on
the basis of the financial statements. The amendments help
preparers determine what constitutes material accounting policy
information and notes that accounting policy information which
focuses on how IFRS has been applied to its own circumstances is
more useful for users of financial statements than standardised
information or information duplicating the requirements of
IFRS.
The amendment also states that immaterial accounting policy
information need not be disclosed but when it is disclosed it shall
not obscure material accounting policy information. Further, if
accounting policy information is not deemed material this does not
affect the materiality of related disclosure requirements of
IFRS.
The disclosure of judgements made in applying accounting
policies should reflect those that have had the most significant
effect on items recognised in the financial statements.
The amendment is effective for financial years beginning on or
after 1 January 2023 and has not yet been adopted for use in the
United Kingdom.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 8 - Definition of Accounting Estimates (issued
in February 2021)
The amendments introduce a new definition of accounting
estimates and also clarify the distinction between changes in
accounting estimates, changes in accounting policies and the
correction of errors.
The amendment is effective for financial years beginning on or
after 1 January 2023 and has not yet been adopted for use in the
United Kingdom.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
.
Amendments to IAS 12 Deferred Tax related to Assets and
Liabilities arising from a Single Transaction (issued 7 May
2021)
The amendments specify how companies should account for deferred
tax on transactions such as leases and decommissioning
obligations.
In specified circumstances, companies are exempt from
recognising deferred tax when they recognise assets or liabilities
for the first time. Previously, there had been some uncertainty
about whether the exemption applied to transactions such as leases
and decommissioning obligations-transactions for which companies
recognise both an asset and a liability.
The amendments clarify that the exemption does not apply and
that companies are required to recognise deferred tax on such
transactions. The aim of the amendments is to reduce diversity in
the reporting of deferred tax on leases and decommissioning
obligations.
The amendments are effective for financial years beginning on or
after 1 January 2023 and have not yet been adopted for use in the
United Kingdom.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Annual Improvements to IFRS Standards 2018-2020 (Issued May
2020)
The improvements to IFRS address the following:
-- Amendments to IFRS 1 - a subsidiary which adopts IFRS for the
first time may elect, in its financial statements, to measure
cumulative translation differences for all foreign operations at
the carrying amount that would be included in the parent's
consolidated financial statements, based on the parent's date of
transition to IFRSs if no adjustments were made for consolidation
procedures and for the effects of the business combination in which
the parent acquired the subsidiary. A similar election is available
to an associate or joint venture.
-- Amendments to IFRS 9 - in regard to the derecognition of
financial liabilities, the amendment to IFRS 9 clarifies that when
undertaking the 10% derecognition test that in the determination of
fees paid net of fees received, a borrower includes only fees paid
or received between the borrower and the lender, including fees
paid or received by either the borrower or lender on the other's
behalf.
-- Amendments to IAS 41 - the amendment clarifies that when
determining fair value of a biological asset an entity does not
include any cash flows for financing the assets, taxation, or
re-establishing biological assets after harvest (for example, the
cost of replanting trees in a plantation forest after harvest).
-- Amendments to IFRS 16 - the amendments make one of the worked
examples in the application guidance clearer to follow.
The amendment is effective for financial years beginning on or
after 1 January 2022.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Trafalgar Property Group Plc
GROUP ACCOUNTING POLICIES
F or the y e ar ended 31 M arch 2022
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 Gro up 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.
T he co nsideration tran s ferred f or the acq uis ition of a s
u b sidiary is the fair val ue of t he assets tra n s ferred, the
liabilities i n c u rred and the e q uity inter e sts i s s ued by
t he Gro u p. T his fair val ue in clu des a ny co nti ng e nt co
nsideratio n. Acq u i sitio n - related co sts are ex pensed as i n
c u rred.
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 Gro u p:
- 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.
FUNC T ION AL C U RREN CY
Ite ms i nclu ded in the fin a ncial state m e nts of ea ch of
the Gro u p 's entities are mea s u red u sing t he cu rren cy of
the primary eco n o mic en vironment in w hich t he en tity
operates ( ' t he fu nctio n al cu rren c y ' ). T he co ns
olidated f i nancial state men ts are presented in P o un ds Sterli
ng ( GBP ), w hich is the C o m pan y 's fu n ctio nal and the Gro
u p's presentation c u rren c y.
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 are su b seq u e ntly mea
s u red in th eir entire ty at eit her fair value or a m ortised co
st, depen ding on t he clas s i fication of t he f i n a ncial as
sets.
Fair value th r ou gh p r ofit or loss
All of t he C o m pan y 's f i n a ncial assets other t h an th
o se w h ich meet t he criteria to be mea su red at a m orti sed co
st are su b seq u e ntly mea s u red at fair v alue at the e nd of
ea ch reporting period, with any fair value gai ns or lo ss es
being recog n i sed in pro fit or lo ss to t he e xtent t h ey
are n ot part of a desi g nated hed ging relation s hip. T he net
gain or lo ss recog nised in pro fit or lo ss incl u des any divid
e nd or interest ear ned on the fin a ncial as set.
Debt in str uments at amo rtised co st
Debt instr u m e n ts are su b seq uen tly mea s u red at a m
ortised co st w here th ey are fin a ncial assets held within a b
us i ness m odel w h o se ob jecti ve is to h old f i nan cial as
sets in order to collect co ntractual ca sh flo ws a nd selli ng
the f i nan cial a sset s, a nd the co ntractu al ter ms of the f i
n a ncial ass et give rise on s pecified dates to ca sh flo ws t
hat are s olely p a ym e nts of prin c i pal and inter e st on t he
pr i nci pal a m ou nt outsta n din g. Am o rtised c o st is
calculated us i ng the ef fecti ve inter e st m eth od and
represents the a m ou nt mea su red at initial recog nition less
rep a y m e n ts of principal plus the cu m ulati ve a m ortisation
us i ng t he e ffective i nterest meth od of any difference bet
ween t he initial a m ou nt a nd the mat u rity a m o unt, ad j
usted f or any lo ss allo w a nce.
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 debts
Convertible debts i s s ued by t he Co m pany are recorded at
the proceeds received, net of direct is s ue co sts. S hares is s
ued are held at their f air val ue.
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 as a liability in t he
year in w hich th ey are appro ved.
Impairment of financi al a ssets
T he C o m pany recog n i ses any expected credit loss (ECL) on
financial assets measured at amortised cost. The Company measures
lo ss allo w a nce as an amount equal to the lifetime ECL, except
for bank balances for which credit risk (ie risk of default
occurring over the expected life of the financial instrument) has
not increased significantly since initial recognition.
Financial liabilities:
Fair val ue th rough pro fit or lo ss
Fin a ncial liabilities are cla ss i fied as at fair val ue t h
ro u gh p ro fit or lo ss, w h en t he f i nancial liability is
held f or trading, or is desig nated as at fair val ue th rou gh
pro fit or lo ss. T his desig nation m ay be m a de if such desi gn
ation esti mates or s i g n i ficantly reduces a mea s u r e m e nt
or reco g n ition i nco n siste n cy th at w o uld other wise
arise, or t he f i nancial liability f o r ms part of a g ro up of
fin a ncial in s t ru m e nts w hich is m a n a ged and its per f o
r mance is evalu ated on a fair v alue b a sis, or the f i n a
ncial liability f o r ms part of a contract co ntai n i ng o ne or
m ore e m bedded derivatives, and I F RS 9 per mits t he e ntire co
m b i ned co ntract to be desig nated as at fair v alue t h rou gh
pro fit or lo ss. Any gai ns or lo sses arising on c han ges in
fair value are reco gn i sed in profit or lo ss to the exte nt that
t h ey are n ot part of a desi gnated hed g i ng relatio n s
hip.
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 derecog nis es f i nancial liabilities w hen, and
o n ly w h e n, the Co m pan y's obligations are dischar ged, ca
ncelled or th ey e x pire.
C ASH AND CASH EQUI VALENTS
Cash and ca sh eq u i vale nts co m pr i se ca sh balances and
depo sits held at call with ban ks with matu rities of th ree m o n
t hs or less f r om i nceptio n.
INVENTOR IES
I nv e ntories co ns i st of properties un der con struction a
nd are stated at t he lo wer of co st and net reali sable value. C
o st co m pr i ses direct materials an d, w here applicable, direct
labo ur co sts a nd t h o se o v e r heads th at h a ve been incu
rred in brin ging t he i n v e ntories to t heir present locati on
and co n ditio n. I nter e st on s u ms borr o wed t hat f i nance
s pec i fic pro jects is added to co st. Net realisable value
represents t he esti mated selling price less all esti mated co sts
of co m pletion and co sts to be incu rred in m a r ketin g,
selling and distrib utio n.
P ROPER TY P LANT AND EQUI PMENT
P r o perty, pla nt a nd eq uip m e nt are stated at co st, net
of depreciation and a ny pro v i sion f or i m p air m e nt. Dep
reciation is calc ulated to w rite d o wn the co st less e sti
mated residual val ue of all ta ngible f i xed ass ets us i ng the
red uci ng bala nce met h od o ver their ex pected u s e f ul eco
no mic liv e s. T he rates generally applicable are:
Fix t u res, fittin gs and eq uip m e nt - 25% on red uci ng
balance
INVESTME NT P ROPE R TY
I nv e s t m e nt proper t y, w hich is property held to earn r
e ntals an d/or f or capital appreciation (incl u d i ng proper ty
un der co nstr uction f or su ch p u rpo ses), is mea s u red
initially at co st, incl u ding tran saction co sts. S u b seq u e
nt to initial recog nition, i nv e s t ment property is mea su red
at f air value. Gai ns or lo s ses ar i s i ng f r om c han ges in
t he fair value of in vest m e nt property a re inclu ded in pro
fit or lo ss in the period in w hich th ey arise."
FINANCIAL L I A BI L I T IES & CONVERTIBLE DEBT
Fin a ncial liabilities a nd 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
totalling GBP905,000 (2021: GBP600,000) in full, into 226,250,000
ordinary shares at 0.4p per ordinary share and can be convertible
at any time by Mr C C Johnson for two years from July 2022, further
details are provided within note 15. 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.
BORROW ING COSTS
Bor r o w ing 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 stock
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 rr ent 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 h e 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 h e t ax c u r r e n tly p a y ab le is ba s ed on t a x ab le
p r o f it f or t he y ear. Ta x ab le p ro f it d i ff ers f rom n
et pro f it as re po r t ed in t he i n c o me st a te m e nt b eca
u se it e x c l u d es it e ms of i n c o me or e x p e nse t h at
are t a x a b le or ded u c ti b le in o t her y e ars a nd it f u
r t h er e x c l u d es it e ms t h at are n e ver t a x ab le or
ded u c ti b l e. T he G ro u p 's liab ility f or c u r re nt tax
is ca lculated u si ng tax rat es and tax laws t hat have b een e
nacted or s u b sta n ti v e ly e nacted at t he r e p o rting
date.
Deferred tax is the tax e x pected to be payable or reco ver a
ble on differ e nces bet ween t he carr y i ng a m o u nts of
assets and liabilities in the f i nancial state m e n ts a nd the c
orrespo n ding tax bases u sed in t he co m p utation of t a x ab
le pr o f it. D e f er r ed t ax l i ab i l i ti es a re g e
nerally 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 in itial reco gnition
(o ther 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 h e 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.
P ROV I S IONS
P ro v i si o n s are rec o g n i s ed w h en t he G r o up h as
a pr e s e nt ob l i g a ti on ( l e g al or con st r uc t i v e)
as a r e s u lt of a pa st e vent a nd it is probab le t h at an o
u t f l ow of re s o u r ces e m bo d y i ng e co n o m ic b e n e
f i ts wi ll be re q u i red to s e t tle t he ob l i g a ti on a
nd a r e li ab le e s ti m a te c an be m a de of t he a m o unt of
t he o b l i g a t i o n. W h ere t he G r o up e x p e c ts s o me
or a ll of a pr o v isi on to be r e i m b u r s ed, t he r e i m b
u r s e m e nt is rec o gn i s ed as a s epar a te a s s et b ut o
n ly wh en t he re i m b u r s e m e nt is v i r t ua lly ce r t a
i n. T he e xpen se r e l a ti ng to a ny prov i si on is pr e s e
n t ed in t he i nc o me st a t e m e nt n et of a ny re i m b u r
s e m e n t. If t he e f f ect of t he ti me v a l ue of m o n ey
is m a t er i a l, pr o v i si o ns are d i s coun t ed usi ng a c
u rr e nt pr e - t ax r a te t h at r e f l e c t s, wh e re
appropr i a t e, t he r i s ks s pec i f ic to t he l i ab i li t
y. W h ere d i s c o u n t i ng is u s ed, t he i n c r ea se in t
he pr o v i si on d ue to t he p a s s a ge of t i me is rec o g n
i s ed as a borr owi ng co s t.
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 t s a nd c o n ti n g e nt l i ab i li t i es
are d i s c l o s ed in t he f i n a n c i al s t a t e m e n t s.
T h ey a re d i s c l o s ed u n l e ss t he po s si b i l ity of
an o u t f l ow of r e s o u rc es e m bo d y i ng ec o n o m ic
ben e f i ts is r e m o t e. A co n ti n g e nt a s s et is n ot
recogn i s ed in t he f i n a n c i al st a t e m e n ts b ut d i s
c l o s ed wh en an i n f l ow of ec o n o m ic b e n e f i ts is v
i r t u a l ly c er t a i n .
C R I T I C AL A CC O UN T I NG J U DG M E N TS A ND K EY S O U
R C ES OF E S T I M A T I ON AND UN C E R TAINTY
T he pr e paration of fin a ncial s tate m e nts in con f o r
mity with law & United Kingdom adopted International Financial
Reporting Standards (UK adopted IFRS) and IFRS in conformity with
the requirements of the Companies Act 2006 req uires t he use of
certain critical acco unti ng esti mates. It also req uires m a n a
g e m e nt to exercise its j u dg m e nt in the proce ss of apply i
ng t he Gro u p 's accou nti ng policies. T he areas inv olv i ng a
hig her deg ree of j u d g m e nt or co m plexit y, or areas w here
assu m ptio ns a nd esti mates are sig ni ficant to the Gro up f i
n a ncial state men ts are disclo sed belo w.
Esti m ates and j u dg ments are co ntin ually e val uated and
are based on historical ex perience and other factor s, incl u ding
ex pectatio ns of f u t ure events t hat are believed to be rea s o
nable un der the prese nt circu mstance s.
Valuation of Inventory
T he Gro up assesses the net r ealisable val ue of i n ventories
u n der develo p ment a nd co m pleted pr o perties held f or sale
according to their recoverable a m ou nts based on t he
realisability of t hese proper t ies, ta king into accou nt esti
mated co sts to co m pletion based on past ex perience and co
mmitted co ntracts and esti mated net sales based on prevailing mar
ket co n ditio ns. P ro vision is made w hen e ven ts or chan ges
in cir c u msta nces i n dicate that the carr y i ng a m ou nts m
ay n ot be realised. T he carr ying val ue is red uced by its selli
ng price less co sts to co m plete and sell. T his i m pair m e nt
lo ss 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 13 to the
f i n a ncial state m e nts.
Recognition of deferred tax a ssets
T he reco gnition of deferred tax assets is based u pon w het h
er it is m ore likely th an n ot that s u f ficient and s uitable
taxable pro fits will be available in the f utu re agai n st w hich
t he rever sal of te m por a ry d i ffer e nces can be ded ucted.
To deter m i ne the f utu re ta xable pro fits, r e ference is made
to the latest a v ailable pro fit f orecasts. W here the te m
porary differences are related to l o sses, relevant tax law is co
nsidered to d eter m i ne the av ailability of the lo s ses to of f
set a gai nst t he f u t u re taxable pro fits.
I mpair m ent of non financial a ssets
At ea ch state m e nt of f i n a ncial po sition date the Co m p
a ny revie ws t he car r y i ng a m ounts of its tan gible and
inta ngible ass ets with f i nite li ves to deter m i ne w het
her t here is an i n dication t hat t h o se a ssets h a ve s u f
fered an i m pair m e nt lo ss. If a ny s u ch in dication e xis t
s, t he reco v e rable a m ou nt of t he a sset is esti mated in
order to deter mine t he exte nt of the i mpair m e nt lo ss (if a
n y ).
If the reco verable a m o u nt of an ass et is esti mated to be
less than its car r y i ng a m o u nt, the carr y i ng a m o u nt
of t he asset is red uced to its reco verable a m ou nt. I m pair m
e nt lo s ses are recog nised as an ex pen se i m mediatel y, u
nless the relev a nt as set is la nd or buildings at a revalued a m
o u n t, in w hich ca se t he i m p air m e nt lo ss is treated as
a revaluation decrea se.
W here an i m pair m e nt lo ss s ub seq uently rever ses, t he
car r ying a m o unt of t he ass et is i ncrea sed to the revised
esti mate of its reco verable am o u nt, b ut so that t he incr
eased carr y i ng a m o unt does not exceed the car r y i ng a m ou
nt th at w o uld h a ve been deter mined had no i m pair m e nt lo
ss been reco gnised f or the asset in prior yea r s. A rever sal of
an i m pair m e nt lo ss is rec o g n i sed as inco me i m mediatel
y, u nless the rele vant as set is carried at a revalued a m o u
nt, in w hich ca se the rever sal of t he i m pair m e nt lo ss is
treated as a revalu ati on increa se.
Trafalgar Property Group Plc
NOTE S TO THE CON SOL IDATED F INAN C IAL STATEME NTS
F or the y e ar ended 31 M arch 2022
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 principal activity of t he Gro up is investment in
residential property. All t he Gro u p's n o n - c u rrent assets
and current property assets are located in 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 co
ns olidated state ment of chan ges in eq uit y, t he con s olidated
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 anal y sis of r e ven ue is as f ollo w s:
T he Gro u p 's reven ue, w hich is all attrib utable to their
princi pal activit y, can be s plit as f oll o w s:
202
2 2 021
GBP GBP
Develo p m e nt sales - 2,212,500
Rental inco me 64,839 73,300
64,839 2,285,800
Tim i ng of rev e nu es are as f oll o w s:
202
2 2 021
GBP GBP
Property transferred at a point in time - 2,212,500
Rental income transferred over time 64,839 73,300
64,839 2,285,800
Rev e n ues an a l ysed by geo g r a p hic location are as f
ollo w s:
2022 2021
GBP GBP
United Kingdom 64,839 2,285,800
2 O T H ER I NCO ME
No other income was received in the year, (2021: GBP27,023 being
furlough sums claimed for one employee and local government grant
received).
3 L OSS FOR T HE YEAR
Operating lo ss is stated after c har g i
ng/ (creditin g) t he f o llo w i n g: 2022 2 0 21
GBP GBP
Su bco ntractor co sts and co st of in v
e ntories reco g nised as an ex pense 3,159 1,945,107
I nterest char ges - 18,687
3,15 9 1,963,794
Dep reciation of property, plant a nd eq
uip m e nt 379 506
Au ditor 's r e m u neration - au dit ser
vices - Gro up 10,000 10,0 00
Au ditor 's r e m u neration - au dit ser
vices - Gro up entities 1 5,650 15,650
Auditor's remuneration - other assurance
services - Group 5,000 5,000
30,650 30,650
Operating expenses by nature:
Su bco ntractors co sts, i nterest and co
n s u mables 3,159 1,963,794
E m plo yee ex p e ns es 142,056 199,219
Dep reciation 379 506
Other ex p e nses 317,220 264,238
462,815 2,427,757
4 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:
2022 2021
GBP GBP
114,5
Wages and salaries 00 165,0 00
Social sec u rity co sts 6,796 14,179
Other pen sion co sts 20,760 20,040
-------------- ---------------
142,056 199,219
-------------- ---------------
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:
2022 2021
Nu mber Nu m ber
Directors 4 4
Ma nag e m e nt 1 1
Key m a n a g e ment are t he Group 's Director s. R e m u
neration in respect of k ey man a g e ment w as as f ollo w s:
2022 2021
GBP GBP
Sh ort-term e m plo yee ben e fit s:
- E m o l u men ts f or q uali f y i ng ser vices
J Dubois 7,500 30,000
- E m o l u men ts f or q uali f y i ng ser vices
A J o h n s on 60,000 45,000
- Emoluments for qualifying services P Treadaway 15,000 60,000
- E m o l u men ts f or q uali f y i ng ser vices
G Thorneycroft 9,000 7,000
91,500 142,000
T here are retirem e nt ben e fits accr uing to Mr C C J o h n s
on for w h om a Co m p a ny co ntrib u tion w as paid d u ring the
year of GBP 18,000 ( 2 021: GBP 1 8,0 0 0), Mr A J o hns on
GBP1,800 (20 21: GBP 1,35 0 ) and Mr G Thorneycroft GBP270
(2021:nil).
C o n s ulta n cy fees of GBP2,500 ( 2 021: GBP 9,998) were paid
to Mr N L ott d u r i ng t he year.
5 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 GBPnil
(2 0 21: GBP 1 8,687) 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
GBP171,714 (2021: GBP214,260) has been paid and accrued on general
funding loans, loan notes and on rental property mortgage loan.
Further details are provided in notes 15 and 17.
2022 2021
GBP GBP
C C Johnson 25,000 25,000
DFM Pension Scheme 12,000 32,761
G Howard 29,500 46,822
C Rowe 4,500 26,191
S Johnson 10,331 19,000
Loan notes - C C Johnson 58,954 33,057
Paragon mortgage 31,429 31,429
171,714 214,260
============== ==============
6 TAXATI ON
2022 2021
GBP GBP
Cu rrent tax - -
-------------- --------------
Tax char ge - -
-------------- --------------
2022 2021
GBP GBP
( L o ss )/profit on ordinary activities before
tax (486,336) (329,194)
Based on (lo ss) f or the year:
Tax at 19% ( 20 21: 19%) (92,403) (62,546)
Un relie ved tax lo ss es - (4,206)
I m pair m e nt - -
Tax losses carried forward 92,403 66 ,752
-------------- ----------------
Tax ch a r ge f or the year - -
-------------- ----------------
Deferred tax
No deferred tax asset has been provided in respect of property
revaluations as there are h istorical lo sses upon w hich to o f f
set. As at t he 31 March 2022, the Gro up had cum ulati ve tax lo s
ses of
GBP 5,453,582 (2 0 21: GBP 5,049,125) that are available to o ff
s et a gain st f u t u re ta xable pro fits of the same trade.
2022 2021
GBP GBP
Fair value movement on property revaluation 112,000 -
Tax at 19% 21,280 -
Tax losses available ( 21,280) -
-------------- ------------------
Deferred tax ch a r ge f or the year - -
-------------- ------------------
Trafalgar Property Group Plc
NOTE S TO THE CON SOL IDATED F INAN C IAL STATEME NTS
F or the y e ar ended 31 M arch 2022
7 ( 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:
2022 2021
GBP GBP
( L o s s) f or the year (486,336) (329,194)
Weigh ted average nu m ber of s hares
f or basic ( l o ss) p er sh a re 142,519,038 95,644,038
Weigh ted average nu m ber of s hares
f or d iluted ( l o ss) p er s h a re 142,519,038 95,644,038
( LOSS) PER ORDI N A RY SHARE: Basic (0.34)p (0.34)p
Diluted (0.34)p (0.34)p
8 PROPERTY, PLANT AND E Q U IPM ENT
Plant a nd eq uip m e nt 2022 2021
GBP GBP
Co st
At 1 A pril 7,790 7,191
A dditions - 599
--------------- ---------------
At 31 March 7,790 7,790
--------------- ---------------
Depreciation
At 1 A pril 6,274 5,768
Char ge f or the year 379 506
--------------- -----------------
At 31 March 6,653 6,274
--------------- -----------------
Net book valueat 31 March 1 ,137 1 ,516
9 INVEST M ENT PRO P ERTY
2022 2021
FAIR VALUE GBP GBP
1 April 2021 1,975,000 1,975,000
Transferred to current assets (1,975,000) --
31 March 2022 - 1,975,000
-------------- --------------
NET BOOK VALUE
As 31 March 2022 - 1,975,000
-------------- --------------
As 31 March 2021 1,975,000 1,975,000
-------------- --------------
All investment property has been transferred at year end to
current assets - see note 10. All the remaining properties are
being actively marketed at the year end with one property selling
in May 2022 and another property under offer and proceeding as at
the date of signing these accounts. The one remaining property is
to be marketed following the tenants vacating the flat.
10 CURRENT ASSET: PRO P ERTIES
2022 2021
FAIR VALUE GBP GBP
Additions 1,975,000 -
Disposals (375,000) --
Revaluation 112,000 -
-------------- ------------------
31 March 2022 1,712,000 -
-------------- ------------------
NET BOOK VALUE
As 31 March 2022 1,712,000 -
-------------- ------------------
- -
-------------- ------------------
Fair Value at 31 March 2022 is represented b
y:
revaluation in 2022 (2021: cost) 1,712,000 -
-------------- ------------------
LOSS ON DISPOSAL
Fair value 375,000 -
Disposal proceeds 352,500 -
---------
Loss on disposal 22,500 -
---------
Following the sale of one of the leasehold properties in
September 2021 for GBP 352,500 and subsequent loss on disposal of
GBP 22,500 plus selling costs, the remaining two leasehold
properties and one freehold property were reassessed on a fair
value basis as at 31 March 2022
Fair value has been assessed by using level 3 fair value
hierarchy and using the selling price achieved following the sale
of one leasehold property in May 2022 post year end of GBP337,000.
In addition an offer and sale pending as at the date of signing
these accounts has been made on the freehold property at
GBP1,050,000. The remaining property is currently being marketed
following the recent vacation of the tenant. The prices attained
were assessed by independent estate agents based on current prices
in an active market for similar properties in similar locations and
condition.
11 TRADE AND O TH ER RE C E IVAB L ES
2022 2021
GBP GBP
Other receivables 2,300 700
Other tax es 12,530 11,071
P repay m e nts 25,670 21,684
-------------- --------------
40,500 33,455
-------------- --------------
There are no receivables th at are past d ue b ut n ot i m p
aired at the yea r -en d. T here are no pro visio ns f or irreco
verable debt inclu ded in the balances abo ve.
12 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.
2022 2021
GBP GBP
Cash and ca sh eq uivalents 12,753 246,193
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 mates to their fair v alu e
.
13 INVENT ORY
2022 2021
GBP GBP
W ork in p ro g ress 25,657 78,608
See n otes 5 f or details of interest capitalised as part of the
val ue of i nv e nto r y .
14 TRADE AND O T H ER PAYA BL ES
2022 2021
GBP GBP
T r a de payables 23,715 23,438
Taxation & s ocial sec u rity 5,378 22,575
Acc r uals 341,140 432,501
---------------- ----------------
370,233 478,514
---------------- ----------------
15 B ORROWINGS
2022 2021
GBP GBP
Director s' loans 3,038,382 3,152,865
Other loans 731,666 741,250
924,3
Bank loans - see u n der 924,373 73
-------------- ---------------
4,818 ,
4,694,421 4 88
-------------- ---------------
Being
Less than one year 869,697 -
More than one year 3,824,724 4,818,488
4,818 ,
4,694,421 4 88
-------------- ---------------
Di r ect or s' l oans include a sum of GBP100 , 000 ( 2 0 21:
GBP 15 0,00 0) a d vanced by the DFM Pens i on Scheme of w hich Mr
J Dub ois is the p rincipal benef icia r y which has been repaid
following the year end and as such has been shown within current
liabilities. T his loan bea rs interest at 12% p er a nn um (20 21:
1 2% p er ann u m ).
Within Di r ect or s' l oans is the s um of GBP 2 4 0 , 0 00
(2021: GBP 240,000) p r o v i d ed by Mr C C J o hns on f or a
deposit on an o pti on w hich was n ot taken up together with the
sum of GBP581,818 (2021: GBP528,925) in relation to convertible
loan notes issued to Mr C C Johnson on 14 July 2020. These have a
nominal value of GBP600,000 and are repayable on 31 July 2022. In
addition, further convertible loan notes were issued to Mr C C
Johnson on 30 November 2021. These have a nominal value of
GBP200,000 are repayable on 30 November, 2022. The equity component
on these loan notes at year end amounted to GBP187,879. These are
treated as being due for repayment within one year within
borrowings. These loan notes have subsequently been reorganised
into new convertible loan notes during July 2022 for a term of two
years to July 2024, details of which are given in note 23. As a
financial instrument with both debt and equity components, an
amount was recognised directly into a Loan Note Equity Reserve on
issue, as explained further in note 16, with the debt element being
unwound at an implied interest rate of 10% and the interest
recognized through profit and loss.
T he remaining balance is discl o s ed in n ote 1 7.
Included in other loans is GBP600,000 (2021: GBP600,000)
advanced by Mr G Howard (son-in-law to Mr C C Johnson to t he Co m
p a ny at rates of 10% & 5% per an num (20 21: 10% & 5% pa)
together with GBP9 0,000 (20 21: GBP 90,0 0 0) has been ad vanced
by C R o we, a former e m p l o yee of the Gro u p, at a rate of 5%
per ann u m. The balance relates to the Covid Loan. Details of the
negotiated loan interest reduction with Mr G Howard for accrued
interest are given in note 19.
Mrs S J o hns o n, wife of Mr C C J o hns on has a leg al char
ge on flats 3 & 5 Burnside Court Sandhurst Road, Tunbridge
Wells Kent of GBP33,255 (2021: GBP380,000) in connection with her
loan to Selmat. During the year the sum of GBP346,745 was
repaid..
Selmat has also g ran ted to Pa rag on Mo rtgages, legal char
ges o v er the free h o ld p r o p e rty at Hil den b o r o ugh and
leaseh o ld p r o p e rties of o ne of the th ree flats at B u r
nside. These m or t gages a re in terest o nly, f or a te rm of
seven years with a fix ed interest r ate f or the f i r st five yea
r s. These properties are rented out.
T he bank bo r r o wings are re p a yable as f oll o w s:
2022 2021
GBP GBP
_
On d e m a nd or wit h in o ne year -
In the sec o nd year - -
In the t hird to fifth years i nclu sive - -
924,3
After five years 73 924,373
------------------ --------------
924,3 924,3
73 73
------------------ --------------
Less a m o u nt d ue f or settle m e nt wit
h in twelve m o n t hs
(inclu ded in c u rrent liabilities) - -
------------------ --------------
Am ou nt d ue f or settle m e nt a f ter twelve 924,3
m o n t hs 73 924,373
------------------ --------------
T he weighted av e rage in t e rest rates paid on the bank loans
were as f oll o w s: Bank loans: 3.4 % ( 2021: 3.4 %)
All of the Direc t o r s' loans a re r e payable after m ore
than 1 yea r with the exception of loan notes amounting to
GBP769,697 relating to Mr C C Johnson and the loan of GBP 100,000
from Mr J Dubois's Pension Scheme. All l oans are inte r e st bea
ring and ch a r g ed ac c o r dingly. Ho wever Mr C C J o hn s on
has waived his rig ht to in terest in the year with the exception
of the first GBP 500,000 (2021: first GBP500,0000). Interest of
GBP25,000 (2021: GBP25,000) has been accrued in the year. I n
terest of GBP 12,000 ( 20 21: GBP 3 2 , 761) was paid to Mr J Dub
ois at the rate of 1 2% pa ( 2 0 21: 12% p a ).
16 SHARE CAPITAL
Issued allotted & paid
share capital 2022 2021
Number Number
Ordinary shares
Ordinary shares of 0.1p
in issue 142,519,038 48,769,038
Ordinary shares of 0.1p issued in
year - 93,750,000
Total ordinary shares of 0.1p in
issue 142,519,038 142,519,038
Deferred shares
Deferred shares of 0.9p
in issue 287,144,228 238,375,190
Deferred shares of 0.9p arising in
year - 48,769,038
Total Deferred shares of 0.9p in
issue 287,144,228 287,144,228
Background - Ordinary shares, warrants and loan notes
In the previous year, on 13 July, 2020 the Company undertook a
sub-division of its ordinary shares, which sub divided the
487,690,380 ordinary shares of 0.1p each into 487,690,380 ordinary
shares of 0.01p each and 487,690,380 deferred shares of 0.09p each.
The 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 14 July 2020, 937,500,000 ordinary shares of 0.01p each were
issued under a placing at 0.08p each (at a premium of 0.07p per
share) to raise GBP750,000 before costs of GBP66,863
In addition, on 14 July 2020, warrants to subscribe for ordinary
shares of 0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to
subscribe for up to 937,500,000 shares for a period of two years,
exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants to subscribe
for shares equivalent up to 3% of the issued ordinary share capital
for time to time, exercisable for a period of two years, at 0.08p
per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse
Capital Limited, these fall under the requirements of IFRS 9
Financial Instruments and as such are accounted for at fair value
through profit or loss. At the grant date of these warrants these
are valued using a Black Scholes model to determine the intrinsic
value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The
Directors' have concluded that the intrinsic value of the warrant
as at 31 March 2021 is not material to the results and subsequent
movements in the share price have decreased this value further. As
such no accounting entries have been made to these results.
Further on 14 July 2020, GBP600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganize
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion, warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having
both a debt and an equity element. This results in the creation of
a loan note equity reserve at the point of issue. This loan note
equity reserve is the difference between the loan note value
received by the Company of GBP600,000 and the fair value of a debt
only instrument with a 10% imputed interest rate and a final
settlement figure of GBP600,000 in July 2022. This 10% imputed
interest rate of GBP33,058 (2020: nil), is managements' best
estimate as to the interest rate that would be expected from the
market for an unsecured loan of GBP600,000 without a conversion
element.
Or din a ry shares en title the h o l d er to r eceive n o tice
of and to attend or v o te at any general meeting of the C o m pany
or to receive dividen ds or oth er distri b uti o n s.
Defer red sh a res do n ot entitle the h old er to r eceive
notice of and to attend or v o te at a ny gener al meeting of the C
o m pany or to receive div i den ds or other distrib u tio n s. U
pon win ding up or dis s olu tion of the C o m pany the h o l d e
rs of defer r ed shares shall be entitled to r eceive an am o unt
eq ual to the n o minal am ou nt paid up th e r e o n, b ut o nly
after h o l d e rs of o r din a ry shares have r eceived GBP10 0 ,
0 00 p er o r dinary share. H o l d ers of def e r red sh a res 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.
On 29 December 2020, for every ten of the 1,425,190,380 ordinary
shares of 0.01p then in issue, were consolidated into one ordinary
share of 0.1p resulting in there being 142,519,038 ordinary shares
of 0.1p in issue.
Current year position - ordinary shares, warrants and loan
notes
During the financial year to 31 March 2022, no changes have
taken place with regards to the shares and warrants issued. Further
shares were issued post year end details of which are found under
note 23.
However on 18(th) November, 2021, a loan facility for up to
GBP200,000 was entered into with Mr C C Johnson comprising B
convertible loan notes repayable on 30 November 2022 and
convertible at any time at an exercise
price of 0.7p per share. GBP80,000 was drawn down initially; as
at 31 March 2022 this loan facility was fully drawn down. The loan
facility is convertible into up to 28,571,429 new ordinary shares
of 0.1p at 0.7p per share.
Since the year end, the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson.
Details of this arrangement are given in post year end events -
note 23 to these accounts.
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. An adjustment has been made of
GBP18,182 as this amount relates to the period from year end to the
expiry of the loan notes being 31 July 2022. A further adjustment
has been made of GBP 58,954 which is the amount provided for to 31
March 2022.
Issued, all o t t ed and f ully p a id
2 022 2 021
GBP GBP
Ordin ary s h a res b/fwd 142 , 519 48,769
2 , 14
Deferred shares b/fwd 2 , 584,298 5 , 3 77
Issued in y e ar - ordin ary s h
a res - 93,750
Issued in year - deferred shares - 438,921
2,726,817 2 , 726,817
For the purpose of preparing the consolidated financial
statement of the Group, share capital represents the nominal value
of the issued share capital of 0.1p per share (2021: 0.1p per
share). Share premium represents the excess over nominal value of
the fair value consideration received for equity shares net of
expenses plus deferred shares of 0.9p after issued share capital of
1p.
17 RELAT ED PAR TY TRANS ACT I ONS
Mr C C J o hns on h eld 18,681,580 ordinary 0.1p shares in t he
Gro up as at 31 March 2 022 (2021 18,681,580 ordinary 0.1p).
Mr J Dubois held 400,000 ordinary 0.1p shares in the Group as at
31 March 2022 (2021: 400,000 ordinary 0.1p).
Mr N Lott held 50,000 ordinary 0.1p shares in the Group as at 31
March 2022 (2021: 50,000 ordinary 0.1p).
Mr P Trea daway held 19,733,466 ordinary 0.1p shares in the
Group as at 31 March 2022 (2021: 19,733,466 ordinary 0.1p).
Mr G Thorneycroft held 600,000 ordinary 0.1p shares in the Group
as at 31 March 2022 (2021: 600,000 ordinary 0.1p).
Fu rth er d etails relating to share option and warrants can be found un d er n o te 1 8.
T he f ollo w i ng w o r king capital loans 2022 2021
h a ve been pro vided by t he Director s:
GBP GBP
C C J o h n s on
Opening balances 3,002,865 3,1 71,511
L oan rep a ym e nts (325,568) (526,000)
Per s o nal drawin gs (36,415) (95,431)
Capital in jected 297,500 427,785
I nterest p a id - 25,000
Balance carried forward 2,938,382 3,002,865
J Dubois
150,0 3 00,0
Opening balances 00 00
Loan repayments (50,000) (150,000)
Balance carried forward 100,000 150,000
Directors balances carried f o r ward 3,038,382 3,152,865
Mr J o hns on's L oan bore i nterest d u r i ng t he year at 5%
(2021: 5% pa), b ut he has c h o s en to f orego t he i nterest
except on the first GBP500,000 (2021: exception first GBP 500,000
of capital upon which interest is paid at 5%). Mr Johnson was due
interest of GBP25,000 in the year (whilst this has not been paid,
this has been provided for under accruals) (2021:GBP25,000). Mr J o
h n s on is no l o nger a Director of Trafalgar Property Group Plc,
but remains a director of other entities to the Group and r e mai
ns a shar e h older. Mr Du bois 's L oan, w hich is f r om his Pen
sion Fu nd of w hich he is t he s ole beneficiar y, was paid
interest of GBP12,000 (2021:GBP32,761) at 12% pa interest (2021: 1
2% pa). This loan was fully repaid on 16(th) May 2022.
Mrs S J o h n s o n, w i fe of Mr C C J o h n s on had
originally pro vided a l o an of GBP 380,000 (2021: GBP 380,000) to
Selmat, a subsidiary of the Group, which was reduced in the year to
GBP33,255, (2021: GBP380,000) which bore inter e st of 5% pa,
(2021: 5% pa). T his has been i ncl u ded wit h in Mr C C J o hns
on's loan balance abo v e. This loan has been repaid in full post
year end - see note 23.
Du ring the year rents were p aid of GBP 10,000 ( 2 021: GBP 7 ,
692) to the C o m be Bank Ho mes Pension Scheme w hich o w ns the f
ree h o ld o ffices at Cheq u e rs B a r n. Mr C C J ohns on is a
Tr ustee and Beneficia ry of that Pens i on Scheme.
Du ring t he year p a ym e nts were made to Mr N Lott of
GBP2,500 (2021: GBP9,998) f or c o nsulta n cy services.
During the year payments amounting to GBP4,250 (2021: nil) were
made to Real Time Accounting Ltd for bookkeeping services. Gary
Thorneycroft is a majority shareholder and director of Real Time
Accounting Ltd.
18 SHARE OPTI ONS AND WARRANTS
During the financial year to 31 March 2022, no changes have
taken place with regards to the shares and warrants issued.
However on 18 November, 2021, a loan facility for up to
GBP200,000 was entered into with Mr C C Johnson comprising B
convertible loan notes repayable on 30 November 2022 and
convertible at any time at an exercise price of 0.7p per share.
GBP80,000 was drawn down initially, as at 31 March 2022 this loan
facility was fully drawn down. The loan facility is convertible
into up to 28,571,429 new ordinary shares of 0.1p at 0.7p per
share.
Since the year end, the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson.
Details of this arrangement are given in post year end Note 23 to
these accounts.
19 CAPITAL CONTRIBUTION RESERVE
T he capital contribution reserve of GBP 157,777 related to the
renegotiation of interest accruing on loans to Mr G Howard - a
related party. Interest has reduced from 10% pa to 5% pa for the
entire term of the loans and is now non compound. However interest
has been paid on one loan of GBP 100,000 at the rate of 10% pa and
this has not been affected and continues to be paid monthly.
20 PRIOR YEAR ADJUSTMENT
There has been a prior year adjustment between the loan note
equity reserve account and the retained losses brought forward of
GBP 33,058 (2021:nil). This has no effect on the overall equity of
the Company.
21 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.
Capital risk m anag e ment
T he G ro up co n si ders its cap it al to co m pr ise 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.
Trafalgar Property Group Plc
NOTE S TO THE CON SOL IDATED F INAN C IAL STATEME NTS
F or the y e ar ended 31 M arch 2022
Significant Accoun ting Policies
De t a i ls of t he s i g n i f i c a nt a c c o u n t i ng po
li c i es a nd m e t h o ds a dop t e d, i n c l u d i ng t he c r
it er ia f or recog nition, the basis of mea su r e ment a nd the
basis on w hich inco me a nd ex pen ses are reco g nised, in res
pect of each class of f i n a ncial a s set, f i n a ncial
liability a nd convertible debt a re d isclo sed on p a g es 22 to
3 0 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 bank loan being repaid in full during the year, which was
on a variable rate basis,
- renegotiation of interest rates on some of the other loans
from 10% to 5% (all fixed rates),
- partial repayments made in the year on other loans and,
- the Parag on m ortg a ges which are on a f i xed rate f or the
first five years of t he seven year ter m.
T he i m pact of a 100 b a sis point i ncrea se in interest
rates on these lo a ns w o uld resu lt in a
dditional interest co st f or the year of GBPn il (2 0 21: GBP nil ).
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.
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.
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 f a c t ors s et o ut 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 2022
Due wit Due wit hin Due o ver
hin
Total one one five
GBP year to years
GBP five GBP
yea
rs
GBP
-------------------- ---------------------- -------------------------- -------------------
T rade p a y a b l es 364,855 364,855
-------------------- ---------------------- -------------------------- -------------------
Borr o w i ngs - Di
recto r s' loan 3,038,382 869,697 2,168,685
-------------------- ---------------------- -------------------------- -------------------
Borr o w i ngs - B a 92 4 ,3
nk lo an 924,373 73
-------------------- ---------------------- -------------------------- -------------------
Borr o w i ngs - Ot
her lo a ns 731,667 731,667
-------------------- ---------------------- -------------------------- -------------------
Total 5,059,277 1,234,552 2,900,352 92 4,373
-------------------- ---------------------- -------------------------- -------------------
31 March 2021
Financi al lia Due wit Due wit hin Due o ver
bilities hin
T ot al one one five
GBP year to years
GBP five GBP
yea
rs
GBP
T rade p a y a b l
es 455,939 455,939
Borr o w i ngs - Di
recto r s' loan 3,152,365 3,152,865
Borr o w i ngs - B a 92 4 ,3
nk lo an 924,373 - - 73
Borr o w i ngs - Ot
her lo a ns 741,250 741,250
T ot al 5,274,427 445,939 3,894,115 92 4,373
22 NET D E BT R ECONC I L I A T I ON
2022 2021
GBP GBP
Cash at bank 12,753 246,193
Cash and ca sh eq u i vale nts 12,753 246,193
Bor r o wing rep a yable (incl u d i ng
o verdrafts) ( 3,924,724) (4 , 818,488)
Net Debt ( 3,911,971) (4 , 572,295)
Ca sh Gro ss T otal
and borr ca sh and
liquid o wings liquid
invest with invest
ments a fixed m ents
intere
GBP st rate GBP
GBP
Net debt as at 1 A pril 2020 27,969 ( 6,130,884) (6 , 102,915)
Cash flo ws 218,224 1,312,396 1,530.620
Net debt as at 31 M arch 2 0 21 246,193 ( 4,818,488) (4,572,295)
Cash flo ws ( 233,440) 893,764 660,324
Net debt as at 31 M arch 2 0 22 12,753 (3,924,724) (3,911.971)
23 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.
Following the year end, one of the leasehold properties at
Burnside within Selmat has been sold in May 22 for GBP 337,000 less
costs of sale, with the proceeds being used to clear the
outstanding loan owed to Mrs S Johnson of GBP 33,255, a partial
loan repayment of GBP40,000 being made to Mr G Howard, payment of
creditors and clearance of the intercompany loan with TNH of GBP
234,264.
The funds from Selmat within TNH enabled repayment in full of
GBP 100,000 of the DFM Pension Scheme loan on 16(th) May, 2022 in
which Mr J Dubois is the principal beneficiary and clearance in
full of another loan of GBP 90,000 to Mrs C Rowe.
In May 2022 TNH secured funding arrangements with Lloyds Bank
amounting to GBP 387,600 for an eighteen month period with interest
running at 6.94% above base. Security has been given by way of a
debenture and charge over the assets of the Company This funding
was used to purchase the development site on 21 July 2022, in
Speldhurst Kent for the development of a detached house.
On 10 June 2022, the Company issued 133,333,333 new ordinary
shares of 0.1p fully paid up in cash at 0.3p per share under a
placing which was announced on 1 June 2022, raising GBP400,000
before expenses.
As mentioned in note 16, an additional loan facility for up to
GBP200,000 was entered into with Mr C C Johnson within TPG Plc on
19 November 2021 comprising B convertible loan notes repayable on
30 November 2022 and convertible at any time at an exercise price
of 0.7p per share. GBP80,000 was drawn down initially as at 31
March 2022 this loan facility was fully drawn down. The loan
facility is convertible into up to 28,571,429 new ordinary shares
of 0.1p at 0.7p per share.
Since the year end, the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson.
The conversion of the total amount owed to him by the Company
(GBP905,000) has resulted in the issue to Mr C C Johnson of a new
unsecured convertible loan note for an aggregate amount of
GBP905,000 payable July 2024. This has replaced:
- The GBP600,000 unsecured convertible loan notes issued in July
2020, which would have been redeemable on 31 July 2022, and which
were convertible at 2p per share (following the share consolidation
in December 2020) and carried the right upon a conversion of the
loan notes, to the grant of warrants to subscribe for ordinary
shares on a one for one basis, exercisable at the conversion price
of 2p for a period of two years from the date of grant;
- The GBP200,000 unsecured convertible loan notes comprised in
the loan facility entered into in November 2021, which would have
been redeemable on 30 November 2022, and which were convertible at
0.7p per share.
- GBP105,000 owed to him by the Company on directors loan account.
The new unsecured convertible loan note is convertible in full
into 226,250,000 ordinary shares at 0.4p per ordinary share and can
be converted at any time by Mr Johnson, subject inter alia to his
entire holding being less than 29.99 per cent of the voting rights
in issue in the Company.
The new unsecured convertible loan note carries the right upon a
conversion, to the grant of warrants to subscribe for ordinary
shares on a one for one basis, exercisable at the conversion price
for a period of two years from the date of grant.
From 1 April, 2022 Director's remuneration has been reinstated
with payments being made under PAYE to the following Directors:
Mr P Treadaway - executive director
Mr G Thorneycroft - executive director
Mr J Dubois - non executive director
Mr N Lott - non executive director
On 11 May 2022, Dr P Challinor was appointed a Director of
Trafalgar Property Group Plc
Trafalgar Property Group Plc
C O M P AN Y BALAN CE S HEET
F or the y e ar ended 31 M arch 2022
Note restated
2022 2021
GBP GBP
FIXED ASS E TS
I nv e s t m e n ts 7 - -
- -
Current a ssets
Stocks - -
Debtors 8 34,339 22,159
Cash at bank a nd in hand 3,657 8 4,219
37,996 106,378
EQUITIES & LIABILITIES
Current liabilities 9 997,891 652,662
Trade & other payables 997,891 652,662
10
Non-current liabilities
Borrowings - 33,926
Total liabilities 977,891 686,588
-
Net (liabilities)/assets (939,895) (580,210)
Called up s hare capital 12 2,726,817 2,726,817
Share pr e m i um acco unt 3,250,249 3,250,249
Loan note equity reserve 30,303 71,074
Profit and loss account
and lo ss acco unt (6,947,264) (6,628,350)
Equity - attributable to the o wners
of the Parent (939,895) (580,210)
Total Equity & Liabilities 37,996 106,378
T he lo ss f or the fin a ncial year dealt with in the f i n a
ncial state m e nts of the Parent C o m pany w as l o ss GBP285,856
(20 21: l o ss GBP 742,887 ).
The restated details are shown within prior year adjustment note
14, to the accounts and on the statement of change of equity on
page 45.
T he fin a ncial state ments were appro ved by the Board of Di
rectors on 27 September 2022 and auth
orised f or is s ue and are signed on its behalf b y:
P T rea d a w a y: .............................................. J D u bois: ...................................................
C o m pany Reg i stration N u m b e r: 04 3 40 1 25
T he n otes on pages 46 to 53 f orm an integ ral part of th e se
f i nancial state m e nts
Trafalgar Property Group Plc
COMPANY STATEMENT OF CHANGES IN EQUITY
31 March 2022
Share Capital Share Loan Note Retained Total Equity
Premium Equity profits/
Reserve (losses)
GBP GBP GBP GBP GBP
At 1 April
2020 2,633,067 2,660,862 - (5,918,521) (624,592)
Loss for the
year (742,887) (742,887)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Total
comprehensive
income for the
year (742,887) (742,887)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Loan note
equity
reserve 104,132 104,132
Issue of
shares 93,750 656,250 750,000
Share issue
costs (66,863) (66,863)
----------------- ----------------------- ------------------------ ------------------- ----------------------
At 31 March
2021 2,726,817 3,250,249 104,132 (6,661,408) (580,210)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Prior year
adjustment - (33,058) 33,058 -
----------------- ----------------------- ------------------------ ------------------- ----------------------
Restated 31
3 2021 2,726,817 3,250,249 71,074 6,628,350 580,210
----------------- ----------------------- ------------------------ ------------------- ----------------------
At 1 April
2021 2,726,817 3,250,249 71,074 (6,628,350) (580,210)
Loss for the
year (285,856) (285,856)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Total
comprehensive
income for the
year (285,856) (285,856)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Loan note
equity
reserve 18,182 18,182
Movement in
loan note
equity
reserve (58,953) (58,953)
----------------- ----------------------- ------------------------ ------------------- ----------------------
At 31 March
2022 2,726,817 3,250,249 30,303 (6,947,264) (906,837)
----------------- ----------------------- ------------------------ ------------------- ----------------------
Further details of share capital are shown in note 12 and prior
year adjustment are shown in note 14 to the Company accounts.
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. An adjustment has been made of
GBP18,182 as this amount relates to the period from year end to the
expiry of the loan notes being 31 July 2022. A further adjustment
has been made of GBP58,954 which is the amount provided for to 31
March 2022.
T he n otes on pages 46 to 53 f orm an integ ral part of th e se
f i nancial state m e nts.
Trafalgar Property Group Plc
NOTES TO THE COMPANY FINANCIAL STATEMENTS
31 March 2022
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 residual property d e velop ment. T he C o m p a ny
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 app li ca b le U n i t ed K i n g d om l aw, F RS 102
and accou nti ng sta n dard s. 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.
As indicated in note 15, subsequent to the balance sheet date,
the Company has raised GBP400,000 for working capital purposes by
way of an issue of 133,333,333 shares at 0.3p per share and agreed
a reorganization of the loans with C C Johnson for a further two
years. T he existi ng operatio ns h a ve been g e nerati ng fu n ds
to meet sh or t -term operating ca sh req uire m e n t s. As a res
ult of th e se con s ideratio ns, at t he ti me of appro ving the f
i nancial state m e n t s, the Directors co nsider th at the C o m
pany a nd t he Gro up have s uf ficie nt reso u rces to contin ue
in operatio nal e xiste nce f or the f oreseeable f u t u r e. It
is ap pro p riate to ad opt the g oing co nce rn basis in t he
preparation of the f i nan cial state ments. As w ith all b us i
ness f orecasts, the Director s' state m e nt cannot g uarantee
that t he g oing co ncern b a sis will r e main appr o priate given
t he material uncertai n ty abo ut t he f u t u re events.
(b) INVEST M ENTS
I nv e s t m e n ts held as f i xed ass ets are stated at co st
less pro vision f or i m pair ment.
(c) TAXA TI ON
Cu rrent ta x, i ncl u ding UK c orporati on tax a nd f oreign
ta x, is pro vided at a m o un ts e xpected to be paid (or reco
vered) using the tax rates and la ws t hat h a ve been e nac ted or
su b stanti vely e nacted by the balance s heet da t e.
D e f erred t ax is reco gn is ed in re s pect of a ll t i m i
ng d i f f ere n ces t h at h a ve or i g i n a t ed b ut n ot re v
er s ed at t he bala nce s h eet d ate w h e re tra n s actio ns or
e v e nts t hat r e s u lt in an o bli gation to p ay m o re tax in
t he fu t u re or a r i g ht to p ay less t ax in t he f u t u re h
a ve o cc u r red at t he b a lance s heet date. T i m i ng d i ff
e r e nces are d i f f e r e nces bet ween t he Co m pa ny's ta
xable pr o f its a nd its re s u lts as s tated in t he f i n a n
cial state m e n ts t hat ar ise f r om t he i n cl u sion of g a i
ns a nd lo s s es in tax a s s e ss m e n ts in y ears d i ffer e
nt fr om t h o se in w h i ch t h ey a re r eco g n ised in the fin
a ncial state men t s.
A deferred tax a sset is regarded as reco verable and theref ore
reco gnised o n ly w hen, on t he basis of all a vailable evide
nce, it can be r e garded as m o re li k e ly t h an n ot t h at t
h e re w ill be s uitab le t a xable pr o f its fr om w hich t he f
utu re rever s al of the u n der l y i ng ti m i ng differences can
be ded ucted.
(d) FINANC IAL INS TRUM ENTS
Fin a ncial a ssets a nd liabilities are reco g nised in t he
state ments of f i nancial po sition w h en t he C o m pany has
beco me a par ty to the co ntrac t ual pro visions of t he in
str u m e nts.
T he C o m p a n y 's f i n a ncial as s ets and liabilities are
initially mea s u red at fair val ue plus any directly attrib
utable transaction co s t s. T he car r y i ng value of the C o m p
a n y 's f i nancial a sset s, pr i marily ca sh a nd bank balance
s, a nd liabilities, pr i marily t he C o m pan y 's p a yables and
other accr ued ex pen ses, 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 a nd
prep a yments) 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 and accr
uals, 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 totalling GBP905,000 (2021:
GBP600,000) in full, into 226,250,000 ordinary shares at 0.4p per
ordinary share and can be convertible at any time by Mr C C Johnson
for two years from July 2022, further details are provided within
note 15. 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 n o te 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 L OSS 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
GBP285,856 ( 2021: L o ss GBP 742,887). T he C o m pan y 's lo
ss f or the f i nan cial year h as been ar rived at a fter char g i
ng au ditor 's r e m u neration p a yab le to MHA MacIn t y re H u
d s on f or au dit ser vices to t he C o m pany of GBP 10,000 ( 2
021:
GBP 10,00 0).
6 E MPLO Y EES AND D I R E C T O RS' R E MUN E RA T I ON
2022 2021
GBP GBP
Director s' fees 31,5 00 97,0 00
Social sec u rity co sts 1,788 10,938
Directors' pension contribution 270 -
Ma nag e m e nt fees 2,500 9,998
----------------- -----------------
36,058 117,936
----------------- -----------------
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:
2022 2021
Nu mber Nu m ber
Directors and m a nag e m e nt 3 3
T here are no retirement ben e f its accr u i ng to any of t he
Director s.
GBP2,500 ( 20 21: GBP 9,9 9 8) w as paid to Mr Nor man L ott f
or h is pro fessio nal ser vice s.
A dditional directors r e m u neration of GBP60,000 ( 2 021: GBP
45 , 0 0 0) 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.
Cla ss of shares % Sh areholding Principal Activity
Held directly held
T rafalgar New Ordinary s hares 100% Residential property
Ho mes develop e rs
L i mited
T rafalgar Retir Ordinary s hares 100% Residential property
e m e nt + L i & assisted liv i ng
mited sch e me
Sel mat L i mited Ordinary s hares 100% Residential property
renting
Held indirectly through Tra falgar New H o mes L i mited
C o m be Bank Ho mes
(Oak h u r st) L i mited Ordinary s hares 100% Residential property develop e rs
Controlled via Deed of Trust
C o m be Hou se (Boro ugh
Gree n) L i mited Ordinary s hares 100% Residential property
developers
8 DE B T ORS
2022 2021
GBP GBP
Am ou n ts o wed by G ro up u n dertakin gs 4,930 -
Other debtors 17,515 16,637
Other tax es and s ocial sec u rity 11,894 5,522
--------------- ----------------
34,339 22,159
--------------- ----------------
9 CREDIT ORS: A MO UNTS FALLING DUE WIT H IN O NE YEAR
20221 2021
GBP GBP
T r a de credito rs 22,233 21,713
Taxation and s ocial sec u rity - 5,313
Other creditors 46,600 25,636
Director's loans 769,697 -
Am ou n ts o wed to G ro up u n dertak i n gs 139,361 600,000
977,891 652,662
10 BORROWINGS
The Borrowings balance of GBP nil (2021: GBP33,926) relates
to Director's loans. The balance in 2022 has been transferred
to sums owing in less than one year of GBP225,870.
11 FINANCIAL INSTRUMENTS 2022 2021
Financial a ssets
Fin a ncial as sets mea s u red at am or tised GBP GBP
co st:
Am ou n ts o wed by g ro up u n dertakin gs 17,515 16,637
a nd other debtors
Financial liabilities
Fin a ncial liabilities mea s u red at a m ortised
co st 977,891 681,275
Financial lia bilities include, t r a de c r e d ito r s, oth er
c r e dit o rs and am o unts d ue to g r o up un d e r takings.
12 SHARE CAP IT AL
Issued, allotted and paid
share capital
2022 2021
Number Number
Ordinary shares
Ordinary shares of 0.1p in
issue 142,519,038 48,769,038
Ordinary shares of 0.1p issued in
year - 93,750,000
Total ordinary shares of 0.1p in
issue 142,519,038 142,519,038
Deferred shares
Deferred shares of 0.9p in
issue 287,144,228 238,375,190
Deferred shares of 0.9p arising
in year - 48,769,038
Total Deferred shares of 0.9p in
issue 287,144,228 287,144,228
Issued allotted and paid 2022 2021
GBP GBP
Ordinary s hares of 0.1p in issue 142,519 48,769
Ordinary shares of 0.1p i ssued
in year - 93,750
Total Ordinary shares of 0.1p
in issue 142,519 142,519
2,14 5,3
Deferred shares of 0.9p in issue 2,584,298 77
Deferred shares of 0.9p issued
in year - 438,921
2,584,298 2,584,298
2,726,817 2,726,817
Background - ordinary shares, warrants and loan notes
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 14 July 2020, 937,500,000 ordinary shares of 0.01p each were
issued under a placing at 0.08p each (at a premium of 0.07p per
share) to raise GBP750,000 before costs of GBP66,863.
In addition, on 14 July 2020 warrants to subscribe for ordinary
shares of 0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to
subscribe for up to 937,500,000 shares for a period of two years,
exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants to subscribe
for shares equivalent up to 3% of the issued ordinary share capital
from time to time, exercisable for a period of two years, at 0.08p
per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse
Capital Limited, these fall under the requirements of IAS 39
Financial Instruments and as such are accounted for at fair value
through profit or loss. At the grant date of these warrants these
are valued using a Black Scholes model to determine the intrinsic
value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The
Directors' have concluded that the intrinsic value of the warrant
as at 31 March 2021 is not material to the results and subsequent
movements in the share price have decreased this value further. As
such no accounting entries have been made to these results.
Further on 14 July 2020 GBP600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganise
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion, warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share, with
warrants to be granted to subscribe for up to 30,000,000 ordinary
shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having
both a debt and an equity element. This results in the creation of
a loan note equity reserve at the point of issue. This loan note
equity reserve is the difference between the loan note value
received by the Company of GBP600,000 and the fair value of a debt
only instrument with a 10% imputed interest rate and a final
settlement figure of GBP600,000 in July 2022. This 10% imputed
interest rate is managements' best estimate as to the interest rate
that would be expected from the market for an unsecured loan of
GBP600,000 without a conversion element.
Or din a ry shares en title the h o l d er to r eceive n o tice
of and to attend or v o te at any general
meeting of the C o m pany or to receive dividen ds or oth er distri b uti o n s.
Defer red sh a res do n ot entitle the h old er to r eceive
notice of and to attend or v o te at a ny gener al meeting of the C
o m pany or to receive div i den ds or other distrib u tio n s. U
pon win ding up or dis s olu tion of the C o m pany the h o l d e
rs of defer r ed shares shall be entitled to r eceive an am o unt
eq ual to the n o minal am ou nt paid up th e r e o n, b ut o nly
after h o l d e rs of o r din a ry shares have r eceived GBP10 0 ,
0 00 p er o r dinary share. H o l d ers of def e r red sh a res 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.
On 29 December 2020 for every ten of the 1,425,190,380 ordinary
shares of 0.01p then in issue, were consolidated into one ordinary
share of 0.1p resulting in there being 142,519,038 ordinary shares
of 0.1p in issue.
Current year position - ordinary shares, warrants and loan
notes
During the financial year to 31 March 2022, no changes have
taken place with regards to the shares and warrants issued.
However on 18(th) November, 2021, a loan facility for up to
GBP200,000 was entered into with Mr C C Johnson comprising B
convertible loan notes repayable on 30 November 2022 and
convertible at any time at an exercise price of 0.7p per share.
GBP80,000 was drawn down initially; as at 31 March 2022 this loan
facility was fully drawn down. The loan facility is convertible
into up to 28,571,429 new ordinary shares of 0.1p at 0.7p per
share.
Since the year end, the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson.
Details of this arrangement are given in post year end note 15 to
these accounts.
13 INT ERCO MPANY TRANSACTI O NS
T he Co m pany has tak en ad vanta ge of t he ex e m ption c o n
ferred by F RS102 Section 33 "Related Par ty disclo su res" n ot to
disclo se transactio ns un derta ken w ith o t her w h olly o w ned
m e m bers of t he Gro u p and transactions with directors .
14 PRIOR YEAR ADJUSTMENT
There has been a prior year adjustment between the loan note
equity reserve account and the retained losses brought forward of
GBP 33,058 (2021:nil). This has no effect on the overall equity of
the Company.
15 SUBSEQUENT EVE N TS
On 10 June 2022, the Company issued 133,333,333 new ordinary
shares of 0.1p fully paid up in cash at 0.3p per share under a
placing which was announced on 1 June 2022, raising GBP400,000
before expenses.
As mentioned in note 12, an additional loan facility for up to
GBP200,000 was entered into with Mr C C Johnson within TPG Plc on
19 November 2021 comprising B convertible loan notes repayable on
30 November 2022 and convertible at any time at an exercise price
of 0.7p per share. GBP80,000 was drawn down initially as at 31
March 2022 this loan facility was fully drawn down. The loan
facility is convertible into up to 28,571,429 new ordinary shares
of 0.1p at 0.7p per share.
Since the year end, the Company has agreed with Mr C C Johnson a
consolidation and variation of terms of the two unsecured
convertible loans notes and director debt held by Mr C C Johnson.
The conversion of the total amount owed to him by the Company
(GBP905,000) has resulted in the issue to Mr C C Johnson of a new
unsecured convertible loan note for an aggregate amount of
GBP905,000 payable July 2024. This has replaced:
- The GBP600,000 unsecured convertible loan notes issued in July
2020, which would have been redeemable on 31 July 2022, and which
were convertible at 2p per share (following the share consolidation
in December 2020) and carried the right upon a conversion of the
loan notes, to the grant of warrants to subscribe for ordinary
shares on a one for one basis, exercisable at the conversion price
of 2p for a period of two years from the date of grant;
- The GBP200,000 unsecured convertible loan notes comprised in
the loan facility entered into in November 2021, which would have
been redeemable on 30 November 2022, and which were convertible at
0.7p per share.
- GBP105,000 owed to him by the Company on directors loan account.
The new unsecured convertible loan note is convertible in full
into 226,250,000 ordinary shares at 0.4p per ordinary share and can
be converted at any time by Mr Johnson, subject inter alia to his
entire holding being less than 29.99 per cent of the voting rights
in issue in the Company.
The new unsecured convertible loan note carries the right upon a
conversion, to the grant of warrants to subscribe for ordinary
shares on a one for one basis, exercisable at the conversion price
for a period of two years from the date of grant.
From 1 April, 2022 Director's remuneration has been reinstated
with payments being made under PAYE to the following Directors:
Mr P Treadaway - executive director
Mr G Thorneycroft - executive director
Mr J Dubois - non executive director
Mr N Lott - non executive director
On 11 May 2022 Dr P. Challinor was appointed a Director of
Trafalgar Property Group Plc.
TRAF A L GAR PROPE R TY GROUP PLC
(Registered in England N o. 0 4 340 1 25)
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 55.
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 2022,
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 MacIntyre
Hudson 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 James Dubois as a Director;
James is retiring by rotation and submitting himself for
re-election.
(e) Resolution 5: to re-appoint Paul Challinor as a Director;
under the Articles of Association, Directors must be re-appointed
at the first annual general meeting following their
appointment.
Special business at the AGM
The following special business resolutions will be proposed at
the AGM:
(a) Resolutions 6 and 7: to renew residual authorities (i) to
allot securities under section 551 of the Companies Act 2006, in
the amount of up to GBP250,000 (250,000,000 ordinary shares of
0.1p), representing approximately 91% of the existing issued
ordinary share capital; and (ii) to disapply pre-emption rights on
the allotment of securities for cash for the purposes of section
561 of the Companies Act 2006, in the amount of up to GBP250,000
(250,000,000 ordinary shares of 0.1p), representing approximately
91% of the existing issued ordinary share capital.
The authorities under these resolutions would subsist until the
conclusion of the Annual General Meeting of the Company to be held
in 2023 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.
(b) Resolutions 8 and 9: to grant authority (i) to allot
securities under section 551 of the Companies Act 2006; 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 both
cases in the amount of up to GBP452,500 (452,500,000 ordinary
shares of 0.1p) in connection with the conversion of GBP905,000
unsecured convertible loan notes held by Christopher Johnson into
up to 226,250,000 ordinary shares of 0.1p, and the exercise of
warrants to subscribe for up to 226,250,000 ordinary shares of
0.1p, that would be granted on conversion of the loan notes.
The authorities under these resolutions would subsist for a
period of five years from the date on which these resolutions are
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.
TRAF A L GAR PROPE R TY GROUP PLC
(Registered in England N o. 0 4 340 1 25)
NO TI CE OF ANNU AL GENERAL M EET ING
NOT I CE IS HE REBY GIVEN that t he 2022 An n ual General
Meeting of t he C o m p a ny will be held at t he C o m pan y 's of
fices at C heq uers Bar n, Bo ugh Beech, Eden brid ge, Kent TN8 7
PD at 11am on 21 October 2 0 22, 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 5 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
2022.
2 To re-appoint MHA MacIntyre Hudson 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
2023.
3 To authorise the Directors to determine the remuneration of the auditor.
4 To re-appoint James Dubois as a Director of the Company.
5 To re-appoint Paul Challinor as a Director of the Company.
Special business
To consider and, if thought fit, to pass resolutions 6 and 8 as
ordinary resolutions, and resolutions 7 and 9 as special
resolutions:
6 THAT, in addition to all existing authorities conferred on the
directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be 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 GBP250,000 (250,000,000 ordinary shares of 0.1p), such
authority (unless previously revoked, varied or renewed) to expire
on the conclusion of the Annual General Meeting of the Company to
be held in 2023 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.
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 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 6 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
GBP250,000 (250,000,000 ordinary shares of 0.1p),
such authority (unless previously revoked, varied or renewed) to
expire on the conclusion of the Annual General Meeting of the
Company to be held in 2023 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 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 in the aggregate nominal value
of up to GBP452,500 (452,500,000 ordinary shares of 0.1p) in
connection with the conversion of GBP905,000 unsecured convertible
loan notes 2024 held by Christopher Johnson into up to 226,250,000
ordinary shares of 0.1p, and the exercise of warrants to subscribe
for up to 226,250,000 ordinary shares of 0.1p, that would be
granted on conversion of the loan notes, such authority (unless
previously revoked, varied or renewed) to expire five years 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.
9 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 8 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 the
allotment of up to an aggregate nominal value of GBP452,500
(452,500,000 ordinary shares of 0.1p) in connection with the
conversion of GBP905,000 unsecured convertible loan notes 2024 held
by Christopher Johnson into up to 226,250,000 ordinary shares of
0.1p, and the exercise of warrants to subscribe for up to
226,250,000 ordinary shares of 0.1p, that would be granted on
conversion of the loan notes, such authority
(unless previously revoked, varied or renewed) to expire five
years 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 sharest
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: 27 September 2022
Registered Office : By order of the Board
Chequers Barn Nicholas Narraway
Chequers Hill Secretary
Bough Beech
Edenbridge
Kent
TN8 7PD
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 19 October 2022.
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 19 October 2022.
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 19 October 2022 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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END
FR SESSWUEESEIU
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