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

(END) Dow Jones Newswires

September 29, 2022 04:00 ET (08:00 GMT)

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