25 September 2024
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the
"Company" or "Group")
Final
Results for the year ended 31 March 2024
Trafalgar (AIM:TRAF), the AIM
quoted residential and assisted living property developer,
announces its final results for the twelve months ended 31 March
2024.
The Company's Annual Report has
been posted to shareholders, a copy can also be found on the
Company's website.
Enquires:
|
Trafalgar Property Group Plc
Paul Treadaway
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+44 (0)
1732 700 000
|
|
Spark Advisory Partners Ltd - Nominated
Adviser
Matt Davis
|
+44 (0)
20 3368 3550
|
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Peterhouse Capital Limited - Broker
Duncan Vasey/Lucy
Williams
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+44 (0) 20 7409 0930
|
CHAIRMAN'S STATEMENT
On behalf of the Board, I present Trafalgar Property Group Plc (the Group), results for the year ended 31 March 2024 which includes one
investment property sale completed in the year. The overall result continues to be
disappointing, as can be seen in the attached Accounts and Strategic Report. However,
we continue to seek property opportunities with one construction
project being undertaken during the year at Speldhurst, Kent with
the property being available for sale at the year end and currently
on the market for £800,000.
Orchard House in Hildenborough was sold in September
2023 for a consideration of £940,000.
During the year the company issued 377,250,000 new
ordinary shares during the year with the issuance of 125,000,000 at
a price of 0.1p per share, raising £125,000 before costs for the
Group, the issuance of 226,250,000 at a price of 0.4p per share to
satisfy the 2022 CLN with Mr C Johnson and the issuance of
26,000,000 at a price of 0.1p per share raising £26,000 to settle
specific trading debts.
Financials
The year under review saw the Group turnover at £nil (2023: £18,183), with a loss after tax of £516,723 (2023: Loss £843,626).
Management have
performed a review of the assets and liabilities of the underlying subsidiaries which form the value of the anticipated profits on ongoing
developments.
Due to the uncertainties and timing
of the construction of
new developments and the potential sale of those properties,
it has been agreed by management not to include any future anticipated profits of developments
in their
assessment.
The cash on the balance sheet at the end of the year was £8,906 (2023: £17,148) and the Group continues to have sufficient bank facilities for all current day to day activities.
Business Environment and Outlook
No new directors were appointed to the Group in the
year.
The effects of market forces and the property market in general together
with the UK having been in a period of
high inflation and high cost of living affecting the property
sector and the business of the group. However, inflationary
pressures are easing and slowly the Bank of England are reducing
the cost of borrowing with a recent 0.25% reduction in base rate.
It is hoped therefore that the market for property will start to
improve as demonstrated by the increase in property prices albeit a
challenge for many potential buyers still adjusting to recent
higher mortgage costs. Like
most businesses, we are aware of our need to conduct ourselves carefully to preserve the health of our staff and customers
and to conserve our cash reserves.
Paul Treadaway
Paul Treadaway
Chairman
24 September
2024
CHIEF EXECUTIVE
OFFICER 'S REPORT
Business review, results and dividends
All trading and property assets of Trafalgar Property Group Plc (Group) are held in the name
of the Group or its subsidiaries as follows:
Trafalgar New Homes Limited (TNH) Trafalgar Retirement+ Limited (TR+)
Selmat Limited (Selmat)
Combe Bank Homes (Oakhurst) Limited (Oakhurst) Combe Homes
(Borough
Green) Limited (Borough Green)
Life Hydroponic Assets Ltd
TNH continues to be the main trading subsidiary but
given the lack of activity in Selmat, Life Hydroponic Assets Ltd
and TR+ it was decided that an impairment provision be made against
these inter company accounts with TPG together with provision
against the associated management charges issued by TPG. The
effects on the company balance sheet can be seen in note 9 to the
company accounts.
Mortgages of £nil (2023:
£675,698 ) exist
on the properties held by Selmat and a mortgage of £450,100 (2023 - £nil) exist on
the property held by TNH..
As notified in an RNS dated 29 May 2024, the company
is in preliminary discussions regarding the possible acquisition of
Ecap Esport Ltd, these discussions remain ongoing. Should such a
transaction proceed on the currently envisaged terms, it would be
classified as a reverse takeover in accordance with Rule 14 of the
AIM Rules for Companies. Accordingly, the Company's shares were
suspended from trading on AIM and will remain so until either the
publication of an admission document setting out, inter alia,
details of the proposed transaction or until confirmation is given
that these discussions have ceased.
The principal activity of the Group continues to be that of a
regional property developer focused upon Kent, Surrey, Sussex and
the M25 ring south of London together with investment in
residential property, which have a rental income of £nil (2023:
£18,183). The consolidated results of the year's trading
are shown below. The consolidated loss for the year was £516,723 (2023: Loss £843,626). Management believes the
key indicators of performance for the Group are the revenue and
profitability achieved during the year.
Principal risks & uncertainties
Set out below are certain risk factors which could have
an impact on the Group's long-term performance. The factors discussed below should not be regarded as a complete and comprehensive
statement
of all
potential
risks
and uncertainties facing the Group.
The principal risks and uncertainties facing the Group are:
1.
Direct costs may escalate and eat into gross profit margins
due to unexpected interest rate movements and
high inflation rates putting pressure on material costs.
2. There may be
uncertainty in obtaining adequate finance thus putting pressure on
the going concern of the Group.
3.
Heavy overheads may be incurred especially when projects have been completed and before others have been commenced.
4.
The Group could commit too much to
future capital projects.
5.
The Group's reliance on key members of staff.
6.
The market may deteriorate, damaging liquidity of the Group and future
revenues.
7. The potential reverse
takeover, announced by the Group on 29 May 2024, may not
complete.
The Group considers that it mitigates these
risks with the following policies and actions:
1. The Group affords its bankers and other lenders a strong level of asset and income cover and maintains good relationships with a range of funding sources from which it is able to
secure finance on favourable terms for the initial purchase of
potential development sites. The Plc also has access to
shareholder funding via placing of shares in the market. A full
statement regarding going concern is shown in the accounting
policies on page 23.
2. Direct costs are outsourced on a fixed price contract basis, thereby passing on to the contractor all risk of cost overspend, including
from increased material, labour or other costs.
3. Most other professional services are also outsourced, thus providing a known fixed cost before any project is taken forward and avoiding the risk that can arise
in employing in-house professionals at a high unproductive overhead at times when activity is slack.
4. Buying decisions for capital projects are
taken at Board level, after careful research by the Directors personally, who have substantial
experience in various business sectors and markets.
The Group has focused on a niche market sector of new home
developments in the range of four to twenty
units. Within this unit size, competition to purchase development sites from
land buyers is relatively weak, as this size is unattractive to major national and regional house builders who require a larger scale to justify their administration and overheads, whilst being too many
units for the smaller independent builder to finance
or undertake as a project. Many competitors who
also focus on this niche have yet to
recapitalise and are unable to raise finance.
5.
Many of
the activities are outsourced and each of the Directors is fully aware of the activities of all members.
6. The Group has a corporate governance policy appropriate for a small publicly listed Company with ambitions substantially to raise its profile within the wider investor community.
7. The directors will consider alternative
reverse takeover opportunities and have underpinned any cash flow
implications of the current target by taking a loan from them to be
used for any abort fees.
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Operations review
A summary of the results for the year is as follows:-
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2024
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2023
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£
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£
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Revenue for the year
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-
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18,183
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Gross (loss)/profit
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78
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(12,717)
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Administration expenses
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(379,627)
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(571,928)
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Loss on disposal of property
(including cost)
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-
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(12,382)
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|
|
|
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(Loss) Profit on
revaluation
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-
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(122,751)
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Other Income
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17,158
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-
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Impairment of asset
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(25,000)
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-
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Interest payable and similar
charges
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(129,333)
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(123,848)
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Loss after taxation
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(516,723)
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(843,626)
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Group turnover for the year amounted to £nil (2023: £18,183), as there was no
rental income received given the remaining investment property had been disposed of during
the year and this had been written down to its sale value in the
2023 accounts. The group carried forward at 31 March 2024 the
costs incurred relating to the Speldhurst construction amounting to
£775,374 as shown in Note 11 to the accounts.
.
After taking
into account the overheads of the Group, there was a loss recorded for the year of £516,723 (2023: £843,626).
There will be no tax charge and the Company
now has tax losses being carried forward of £6,704,650 (2023: losses £6,296,440).
The loss per share during the year was (0.15p), (2023: loss per share 0.34p).
Directors' duties under S172
The Directors believe that, individually and together, they have acted in a way that they
have consider, in good faith, would be most likely to promote the success of the Company for the benefit of its members as a whole, having regard, amongst other things,
to:
a. the likely consequences of any decision in the
long term,
b. the interests of the Company's employees,
c. the need to foster the Company's business
relationship with suppliers, customers and others,
d. the impact of the Company's operations on the
community and environment,
e. the desirability of the Company maintaining a
reputation for high standards of business conduct, and
f. the need to act fairly between members of the
Company.
The Board of Directors is collectively responsible
for formulating the Company's strategy, which is to invest in
property development but will also consider other opportunities
where those prospects will better deliver growth to its
shareholders as indicated by the RNS issued 29 May 2024 where the
directors are in early stage discussions with Ecap Esport Ltd for a
potential reverse takeover. Of course, the Board cannot
predict the future but aims to make decisions that it considers are
in the best interest of all shareholders at the time.
The Board engages with its stakeholders in a number
of pre-planned ways, these include; review meetings with our
brokers and advisors, shareholders have the ability to email the
Company directly and the Board will reply to questions within the
regulatory limits, the Company issues RNS communications on a
regular basis and the Company's web site is continuously updated to
inform our stakeholders. The Company's annual report is also an
opportunity to update our stakeholders.
Our employees are one of the primary assets of our
business and will be critical to the future success of the Company.
First and foremost, the Directors strive to ensure a safe working
environment for all its staff and contractors, and we are proud of
our safety achievements in 2023/24. We also seek to reward
employees with remuneration packages which align the interests of
the Company and its shareholders with those of the employees.
Employees are also provided with challenging work and external
training opportunities to ensure their continual development.
The Directors believe they have acted in the way
they consider most likely to promote the success of the Company for
the benefit of its members as a whole, as required by Section 172
(1) of the Companies Act 2006.
Key performance indicators (KPIs)
Management are closely involved in the day to day operations of the Group and constantly monitor
cashflows and expenditure.
However, Management believe the key indicators of performance for the Group are the revenue and profitability achieved during
the period
together with the net liability position.
These
measures are disclosed above in the operations review.
Development Pipeline &
outlook
Shortly after the year end we acquired a new site in
Tunbridge Wells at Talbot Park for £490,000. We have submitted an
application to demolish the existing bungalow and build a scheme of
detached houses, which should achieve in the region of £950,000
each. We have no build costings as yet but expect to have a
decision on the planning by the end of September. It is Officer
recommended for approval. Once we have consent we will either be
able to seek funding for the build or dispose of the consented
development. The initial cost of the site was partly funded by CPF
Limited with the balance through directors loans.
Paul Treadaway
Paul Treadaway
CEO
24 September 2024
DIRECTORS' REPORT
The Directors present their Report and Audited Financial Statements for the year ended 31 March 2024.
Results and dividends
The results for the year are set out on page 20.
The Directors do not recommend the payment of a final dividend for the year (2023: nil).
Directors
The following
Directors have
held office since 1 April 2023 and have all served for the entire accounting year: N A C Lott
P A Treadaway
G Thorneycroft
Dr P Challinor
The Company
has in
place an insurance policy in relation to Directors indemnity during
both years.
Conflicts of interest
Under the articles of association of the Company and in accordance with the provisions of the Companies Act 2006, a Director must
avoid a situation where he has,
or can
have, a direct or indirect interest that conflicts, or possibly may conflict with the Company's interests.
However, the Directors may authorise conflicts and potential
conflicts, as they
deem appropriate. As a
safeguard, only
Directors who have no interest
in the matter being considered will be able to take the relevant decision, and the Directors will be able to impose limits or conditions when
giving
authorisation if they think this is appropriate. During the financial year ended 31 March 2024, the Directors have authorised no such conflicts or potential conflicts.
Directors' interests in the shares of the Company,
including family interests, at 31 March 2024 were as follows: -
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Directors'
interests in shares
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31.03.2024
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31.03.2023
|
|
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Ordinary shares - 0.1p each
|
Ordinary
shares - 0.1p each
|
|
|
|
|
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N Lott
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50,000
|
50,000
|
|
P Treadaway
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133,409,829
|
19,733,466
|
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G Thorneycroft
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23,327,273
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600,000
|
|
|
|
|
|
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31.03.2024
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31.03.2023
|
|
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Deferred shares - 0.9p each
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Deferred shares - 0.9p each
|
|
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No. held
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No. held
|
|
|
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N Lott
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550,000
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550,000
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P Treadaway
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10,648,466
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10,648,466
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|
|
|
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Other substantial shareholdings
As at 23 September 2024, being the latest practicable date before the issue of these financial statements, the Company
had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the Company
at that
date.
|
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Ordinary Shares
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Shareholdings
|
|
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No. 0.1p
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%
|
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Paul Arthur Treadaway
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133,409,829
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20.43
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Forum Energy Services Limited
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75,000,000
|
11.48
|
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Peter Wylde
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56,818,182
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8.70
|
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Gary Thorneycroft
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23,327,273
|
3.57
|
Statement of directors' responsibilities
Company law requires the Directors to prepare financial statements for each financial year. Under that law the Directors have elected to prepare the consolidated financial statements in accordance with International Financial
Reporting Standards adopted in the UK ("UK adopted IFRS")
and the Company
financial statements in accordance with FRS 102 and applicable law. Under Company law the Directors must
not approve the financial statements unless they are satisfied that they give
a true and
fair view of the state of affairs of the Group and of the profit or loss of the Group for that year. In preparing these financial statements, the Directors are required to:
· select suitable accounting policies and then apply them
consistently;
· make judgements
and estimates that are reasonable and prudent;
· state whether applicable Accounting Standards have
been followed, subject to any material departures disclosed and explained in the financial statements;
· prepare the financial statements on the going
concern basis unless it is inappropriate to presume that the Group will continue in business.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group's transactions and disclose with reasonable accuracy at any time the financial position of the Group
and enable them
to ensure
that the financial statements
comply with the Companies Act 2006.
They are also responsible for safeguarding the assets of the Company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.
They are further responsible for ensuring
that the Strategic
Report
and the
Report
of the
Directors and other information included in the Annual Report and Financial Statements is prepared in accordance with applicable law in the United Kingdom.
The maintenance and integrity of the Group website is the responsibility of the Directors; the work carried out by the auditors does not involve the consideration of these matters and, accordingly, the auditors accept no responsibility or any changes that may have occurred in the accounts since they were initially presented on the website.
Legislation in the United Kingdom
governing the preparation and dissemination of the accounts and the other information included in annual reports may differ from
legislation in other jurisdictions.
Corporate Governance Statement
The Board of the Group recognise the value of good corporate governance and implemented corporate governance procedures during the previous year and continued to use
these during the financial year to 31 March 2024. These procedures
are appropriate for the present size of the entity having given due regard to the Corporate Governance Code for Small and Mid-Size Quoted Companies issued by the Quoted Companies Alliance ("QCA"). The Company has decided to apply the QCA Corporate Governance Code ("QCA Code") issued by the QCA in 2023 and has published on its website details of the QCA Code, how the Company has complied with the QCA Code and, where it departs from the QCA Code, an explanation of the reasons for doing so.
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
The Board consists of four Directors (2023: four)
of which three are executive and one non-executive, two
executive and one non-executive directors hold shares in the Group.
The Board meets as and when required
and is satisfied that it is provided with information in an appropriate
form and quality to enable it to discharge
its duties.
All
Directors are required to retire
by rotation with one quarter of the Board seeking
re-election each year.
Due to the current size of the Group, the duties that would normally be attributed to The Nomination Committee, have been undertaken by the Board as a whole.
The Board has undertaken a formal assessment of the auditor's independence and will continue to do so at least annually. This assessment
includes:
· a review of non-audit services provided to the Company and the related fees;
· a review of the auditor's own procedures for ensuring
the independence of the audit firm
and parties and staff involved in the audit, including
regular rotation of the audit partner; and
· obtaining confirmation from the auditor that, in their professional judgement, they
are independent.
Internal Controls
The Board is responsible
for the Group's system of internal
controls and for reviewing their effectiveness. The internal
controls are designed to ensure
the reliability of financial information for both
internal and external purposes. The Directors are satisfied that the current controls are effective with regard to the size of the Group. Any internal control system can only provide reasonable, but not absolute
assurance against material mis- statement or loss. Given the size of the Group, the Board has assessed that there is currently no need for an internal
audit function.
Financial Instruments
The Group's
principal financial instruments comprise cash at bank, bank loans, other loans and various items within current assets and current liabilities that arise directly from its operations. The Directors consider that the key financial risk is liquidity. This risk is explained in the section headed 'Principal risks and uncertainties' in the Annual Report and Accounts on page
5 and also addressed in note 18.
Future Developments
Information relating to future developments is included in the Strategic Report on pages 4-7.
Post Balance Sheet Events
As stated in the announcement by the Group on 29 May
2024 we are in discussions with parties relating to a potential
reverse takeover, non-binding heads of terms have been signed.
These discussions continue and further announcements will be made
in due course. A further announcement on 03 June 2024 stated that
Ecap Esports Ltd had agreed to loan the Company the sum of
£250,000, the proceeds of which will be ring fenced to cover costs
associated with the proposed reverse takeover, should the
transaction not occur. As announced in March 2024 Mr C Johnson
introduced £99,550 into Trafalgar by way of a loan being the
consideration he received for the 2022 Conversion Shares. In
return, Trafalgar will issue Mr C Johnson with a new, nil coupon,
unsecured convertible loan note (the "2024 CLN"). The 2024 CLN will
be convertible in full into 226,250,000 Ordinary Shares at £0.00044
per ordinary share ("2024 CLN Exercise Price") and can be converted
at any time by Mr C Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in
issue in the Company. At the date of these financial statements
this CLN has not yet been signed.
Provision of information to auditor
Each of the persons who are Directors at the time when this Directors' Report is approved has confirmed that:
· so far as that Director is aware, there is no relevant
audit information of which the Group's auditor is unaware; and
· that Director has taken all the steps that ought
to have been taken as a Director in order to be aware of any information needed by the Group's
auditor in connection with preparing their report and to establish that the Group's auditor is aware of the information.
Auditor
The auditor, MHA, will be proposed for re-appointment in accordance with Section 489 of the Companies Act 2006.
This report was approved by the Board and signed on its behalf.
Paul Treadaway
Paul Treadaway
Director
24 September 2024
Trafalgar Property Group Plc
INDEPENDENT AUDITOR’S REPORT TO THE
MEMBERS OF TRAFALGAR PROPERTY GROUP PLC
for the year ended 31 March
2024
To the Members of Trafalgar Property Group plc
For the purpose of this report, the terms "we" and
"our" denote MHA in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of Trafalgar Property Group plc. For the purposes of
the table on pages 13 to 15 that sets out the key audit matters and
how our audit addressed the key audit matters, the terms "we" and
"our" refer to MHA. The Group financial statements, as defined
below, consolidate the accounts of Trafalgar Property Group plc and
its subsidiaries (the "Group"). The "Parent Company" is defined as
Trafalgar Property Group plc, as an individual entity. The relevant
legislation governing the Company is the United Kingdom Companies
Act 2006 ("Companies Act 2006").
Opinion
We have audited the financial statements of
Trafalgar Property Group plc for the year ended 31 March 2024.
The financial statements that we have audited
comprise:
· the Consolidated
Statement of Comprehensive Income
· the Consolidated
Statement of Financial Position
· the Consolidated
Statement of Changes in Equity
· the Consolidated
Statement of Cash Flows
· Notes 1 to 20 to the
consolidated financial statements, including significant accounting
policies
· the Company Balance
Sheet
· the Company Statement
of Changes in Equity and
· Notes 1 to 15 to the
Company financial statements, including significant accounting
policies.
The financial reporting framework that has been
applied in the preparation of the Group financial statements is
applicable law and International Financial Reporting Standards
adopted in the United Kingdom ("UK adopted IFRS"). The financial
reporting framework that has been applied in the preparation of the
Parent Company financial statements is applicable law and United
Kingdom Accounting Standards, including Financial Reporting
Standard 102 'The Financial Reporting Standard applicable in the UK
and Republic of Ireland' (United Kingdom Generally Accepted
Accounting Practice).
In our opinion:
· the financial
statements give a true and fair view of the state of the Group's
and of the Parent Company's affairs as at 31 March 2024 and of the
Group's loss for the year then ended;
· the Group financial
statements have been properly prepared in accordance United Kingdom
adopted International Financial Reporting Standards (UK Adopted
IFRS);
· the Parent Company
financial statements have been properly prepared in accordance with
United Kingdom Generally Accepted Accounting Practice; and
· the financial
statements have been prepared in accordance with the requirements
of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with
International Standards on Auditing (UK) (ISAs (UK)) and applicable
law. Our responsibilities under those standards are further
described in the Auditor Responsibilities for the Audit of the
Financial Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that are
relevant to our audit of the financial statements in the UK,
including the FRC's Ethical Standard as applied to listed entities,
and we have fulfilled our other ethical responsibilities in
accordance with these requirements. We believe that the audit
evidence we have obtained is sufficient and appropriate to provide
a basis for our opinion.
Material uncertainty related to
going concern
We draw your attention to Note 3a Going Concern
section in the financial statements which states that the Group
incurred substantial losses during the year and there was continued
requirement for successful future equity or debt fund raising. The
impact of this together with other matters set out in the note,
indicate a material uncertainty that may cast significant doubt on
the Group's ability to continue as a going concern. Our opinion is
not modified in respect of this matter.
In auditing the financial statements, we have
concluded that the directors' use of the going concern basis of
accounting in the preparation of the financial statements is
appropriate.
Our evaluation of the Directors' assessment of the
Group's and the Parent Company's ability to continue to adopt the
going concern basis of accounting included:
· The consideration of
inherent risks to the Group's and Parent company's operations and
specifically their business model.
· The evaluation of how
those risks might impact on the Group's and Parent company's
available financial resources.
· Review of the
mathematical accuracy of the cashflow forecast model prepared by
management and corroboration of key data inputs to supporting
documentation for consistency of assumptions used with our
knowledge obtained during the audit.
· Challenging management
for reasonableness of assumptions in respect of the timing and
quantum of cash receipts and payments included in the cash flow
model.
· Where additional
resources may be required, the reasonableness and practicality of
the assumptions made by the Directors when assessing the
probability and likelihood of those resources becoming
available.
· Holding discussions
with management regarding future financing plans, corroborating
these where necessary and assessing the impact on the cash flow
forecast.
· Evaluating the
accuracy of historical forecasts against actual results to
ascertain the accuracy of management's forecasts.
Our responsibilities and the responsibilities of the
directors with respect to going concern are described in the
relevant sections of this report.
Overview of our audit
approach
|
Scope
|
Our Group audit was scoped by obtaining an
understanding of the Group and its environment, including the
Group's system of internal control, and assessing the risks of
material misstatement in the financial statements. We also
addressed the risk of management override of internal controls,
including assessing whether there was evidence of bias by the
directors that may have represented a risk of material
misstatement.
The Group consists of seven reporting
components, of which two were considered
to be significant components: Trafalgar Property Group plc and
Trafalgar New Homes Limited. The significant components were
subjected to full scope audits for the purposes of our audit report
on the Group financial statements.
Significant components were determined based
on:
1) financial significance of
the component to the Group as a whole, and
2) assessment of the risk of
material misstatements applicable to each component.
We undertook specified audit procedures on the
material balances and transactions in the year on a further 3 of
the components: Trafalgar Retirement+ Limited, Selmat Limited and
Combe House (Borough Green) Ltd. Analytical procedures were
undertaken on the two remaining components: Life Hydroponics
Limited and Combe Bank (Oakhurst) Ltd.
Our audit scope results in all major
operations of the Group being subject to audit work.
|
|
Overall
Materiality
|
2024
|
2023
|
|
|
Group
|
£28,000
|
£26,400
|
1% of net liabilities (2023:
2% of gross assets)
|
|
Parent
Company
|
£4,900
|
£19,600
|
2% of gross liabilities (2023:
2% of gross liabilities)
|
|
Key audit
matters
|
|
|
Recurring
|
· Undisclosed
related party transactions
|
|
|
|
|
|
|
|
|
|
|
|
Key Audit Matters
Key Audit Matters are those matters that, in our
professional judgement, were of most significance in our audit of
the financial statements of the current period and include the most
significant assessed risks of material misstatement (whether or not
due to fraud) that we identified. These matters included those
matters which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole,
and in forming our opinion thereon, and we do not provide a
separate opinion on these matters. In addition to the matter
described in the Material Uncertainty related to going concern
section, we have determined the matters described below to be the
key audit matters to be communicated in our report.
|
Undisclosed
related party transactions
|
|
Key
audit
matter
description
|
The Group enters into a significant number of
transactions with related parties, both intra-group transactions
and with individuals related to the Group.
There is a risk that transactions (particularly
any transactions which are not at arm's length) and balances with
related parties are undisclosed or misclassified.
|
|
How the scope
of our audit responded to the key audit matter
|
Our audit work in this area included the
following procedures:
· Identifying the susceptibility of the financial statements to
material misstatements from related party transactions and
relationships.
· Obtaining management's record of related parties - who they
are, the nature of these relationships, whether any related party
transactions have been entered into in the year and the nature of
those transactions.
· We
performed independent searches of the Board of Directors' other
appointments and shareholdings and to identify any counterparties
on the list which were not included in the related party
disclosures.
· We
reviewed the movement on these balances during the year and vouched
items to supporting evidence.
· We
reviewed the minutes of meetings of the board of directors to
identify any undisclosed related party relationships.
· We
discussed with management the nature and purpose of these items and
considered whether disclosure sufficiently addressed these
matters.
· In addition, we
obtained written confirmation of the balances from all disclosed
parties and confirmed key terms to agreements.
|
|
Key
observations
|
Nothing has come to our attention which
indicates that related party transactions and balances are
incomplete.
|
Our application of
materiality
Our definition of materiality considers the value of
error or omission on the financial statements that, individually or
in aggregate, would change or influence the economic decision of a
reasonably knowledgeable user of those financial statements.
Misstatements below these levels will not necessarily be evaluated
as immaterial as we also take account of the nature of identified
misstatements, and the particular circumstances of their
occurrence, when evaluating their effect on the financial
statements as a whole. Materiality is used in planning the scope of
our work, executing that work and evaluating the results.
Performance materiality is the application of
materiality at the individual account or balance level, set at an
amount to reduce, to an appropriately low level, the probability
that the aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a
whole.
The determination of performance materiality reflects
our assessment of the risk of undetected errors existing, the
nature of the systems and controls and the level of misstatements
arising in previous audits.
Based on our professional judgement, we determined
materiality for the financial statements as a whole as follows:
|
|
Group financial
statements
|
Parent Company financial
statements
|
|
Overall materiality
|
£28,000 (2023: £26,400)
|
£4,900 (2023: £19,600)
|
|
How we determined it
|
1% of net liabilities (2023: 2% of
gross assets)
|
2% of gross liabilities (2023: 2%
of gross liabilities)
|
|
Rationale for the benchmark
applied
|
Given the Group have liquidated the majority
of its cash generating assets and the Parent Company actively
pursuing a potential future Reverse Takeover, we now deem the net
liability position of the Group to be the main measure by which the
users of the financial statements assess the prospects and success
of the Group. Therefore, we consider this to be the most
appropriate benchmark for Group materiality.
|
The Parent Company is largely a holding
company incurring limited costs and financing the group. As a
result of historic losses and the impairment of investments, we
have considered gross liabilities as the most appropriate benchmark
for materiality.
|
|
Performance materiality
|
£16,800 (2023: £15,840) which
represents 60% (2023: 60%) of overall materiality.
|
£2,940 (2023: £11,760) which
represents 60% (2023: 60%) of overall materiality.
|
We agreed to report any corrected
or uncorrected adjustments exceeding £1,400 (2023: £1,320) for the
Group and £245 (2023: £980) for the Parent Company respectively to
the Board of Directors as well as differences below this threshold
that, in our view, warranted reporting on qualitative
grounds.
Overview of the scope
of the Group and Parent Company audits
Our assessment of audit risk, evaluation of
materiality and our determination of performance materiality sets
our audit scope for each company within the Group. Taken together,
this enables us to form an opinion on the consolidated financial
statements. This assessment takes into account the size, risk
profile, changes in the business environment and other factors when
assessing the level of work to be performed at each component.
The Group consists of 7 components, all of which are
based in the UK and audited by the Group audit team.
|
|
Number of components
|
Revenue
|
Total assets
|
Total liabilities
|
Loss before tax
|
|
Full scope audit
|
2
|
N/A
|
96%
|
79%
|
85%
|
|
Specified Procedures
|
3
|
N/A
|
4%
|
21%
|
15%
|
|
Analytical Review
|
2
|
N/A
|
0%
|
0%
|
0%
|
|
Total
|
7
|
N/A
|
100%
|
100%
|
100%
|
The control
environment
We evaluated the design and implementation of those
internal controls of the Group, including the
Parent Company, which are relevant to our audit, such as those
relating to the financial reporting cycle.
Reporting on other
information
The other information comprises the information
included in the annual report other than the financial
statements and our auditor's report thereon. The
Directors are responsible for the other information contained
within the annual report. Our opinion on the financial statements
does not cover the other information and, except to the extent
otherwise explicitly stated in our report, we do not express any
form of assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements, or our knowledge obtained in the course of the audit,
or otherwise appears to be materially misstated. If we identify
such material inconsistencies or apparent material misstatements,
we are required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Strategic report
and directors' report
In our opinion, based on the work undertaken in the
course of the audit:
· the information given
in the Strategic Report and the Directors' Report for the financial
year for which the financial statements are prepared is consistent
with the financial statements; and
· the Strategic Report
and the Directors' Report have been prepared in accordance with
applicable legal requirements.
In the light of the knowledge and understanding of the
Group and the Parent Company and their environment obtained in the
course of the audit, we have not identified material misstatements
in the Strategic report or the Directors' report.
Matters on which we are required
to report by exception
We have nothing to report in respect of the following
matters in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
· adequate accounting
records have not been kept by the Parent company, or returns
adequate from branches not visited by us; or
· the parent company
financial statements are not in agreement with the accounting
records and returns; or
· certain disclosures of
directors' remuneration specified by law are not made; or
· we have not received
all the information and explanations we require for our audit.
Responsibilities of
directors
As explained more fully in the directors'
responsibilities statement, as set out on page x, the Directors are responsible for the preparation
of the financial statements and for being satisfied that they give
a true and fair view, and for such internal control as the
Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the Directors
are responsible for assessing the Group's and the Parent Company's
ability to continue as a going concern, disclosing as applicable,
matters related to going concern and using the going concern basis
of accounting unless the Directors either intend to liquidate the
Group or the Parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor
responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance
about whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to issue
an auditor's report that includes our opinion. Reasonable assurance
is a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions of users
taken on the basis of these financial statements.
A further description of our responsibilities for the
financial statements is located on the FRC's website at: www.frc.org.uk/auditorsresponsibilities.
This description forms part of our auditor's
report.
Extent to which the
audit was considered capable of detecting irregularities, including
fraud
Irregularities, including fraud, are instances of
non-compliance with laws and regulations. We design procedures in
line with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide
reasonable assurance that the financial statements were free from
fraud or error. The risk of not detecting a material misstatement
due to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from events and
transactions reflected in the financial statements, the less likely
we would become aware of it.
Identifying and
assessing potential risks arising from irregularities, including
fraud
The extent of the procedures undertaken to identify
and assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
· We considered the
nature of the industry and sector, the control environment,
business performance including remuneration policies and the
Group's, including the Parent Company's, own risk assessment that
irregularities might occur as a result of fraud or error. From our
sector experience and through discussion with the directors, we
obtained an understanding of the legal and regulatory frameworks
applicable to the Group focusing on laws and regulations that could
reasonably be expected to have a direct material effect on the
financial statements, such as provisions of the Companies Act 2006,
UK tax legislation or those that had a fundamental effect on the
operations of the Group.
· We enquired of the
directors and management concerning the Group's and the Parent
Company's policies and procedures relating to:
-
identifying, evaluating and complying with the laws and regulations
and whether they were aware of any instances of non-compliance;
-
detecting and responding to the risks of fraud and whether they had
any knowledge of actual or suspected fraud; and
-
the internal controls established to mitigate risks related to
fraud or non-compliance with laws and regulations.
· We discussed among the
engagement team regarding how and where fraud might occur in the
financial statements and any potential indicators of fraud.
· We assessed the
susceptibility of the financial statements to material
misstatement, including how fraud might occur by evaluating
management's incentives and opportunities for manipulation of the
financial statements. This included utilising the spectrum of
inherent risk and an evaluation of the risk of management override
of controls. We determined that the principal risks were related to
posting inappropriate journal entries to increase revenue or reduce
costs, creating fictitious transactions to hide losses or to
improve financial performance, and management bias in any
accounting estimates.
Audit response to
risks identified
In respect of the above procedures:
· we corroborated the
results of our enquiries through our review of the minutes of the
Group's and the Parent Company's board meetings and enquiries of
management regarding any ongoing legal cases;
· audit procedures
performed by the engagement team in connection with the risks
identified included:
-
We have undertaken a review of minutes of meetings of those charged
with governance.
-
Performing audit work over the risk of management override of
controls, including testing of journal entries and other
adjustments for appropriateness, evaluating the business rationale
of significant transactions outside the normal course of business,
and reviewing accounting estimates for bias.
-
Reviewing financial statement disclosures and testing to supporting
documentation to assess compliance with applicable laws and
regulations.
-
Challenging assumptions and judgements made by management in their
significant accounting estimates.
· the Senior Statutory
Auditor considered the experience and expertise of the engagement
team to ensure that the team had the appropriate competence and
capabilities; and
· we communicated
relevant laws and regulations and potential fraud risks to all
engagement team members and remained alert to any indications of
fraud or non-compliance with laws and regulations throughout the
audit.
Use of our
report
This report is made
solely to the Parent Company's members, as a body, in accordance
with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work
has been undertaken so that we might state to the Parent Company's
members those matters we are required to state to them in an
auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Parent Company and the Parent Company's
members as a body, for our audit work, for this report, or for the
opinions we have formed.
Simon Knibbs MA FCA
(Senior Statutory Auditor)
for and on behalf of
MHA, Statutory Auditor
London, United
Kingdom
24 September
2024
MHA is the trading name of MacIntyre Hudson LLP, a
limited liability partnership in England and Wales (registered
number OC312313)
|
|
|
Year
ended
31 March 2024
|
|
Year
ended
31 March 2023
|
|
|
Note
|
£
|
|
£
|
|
|
|
|
|
|
|
Revenue
|
1
|
-
-
|
|
18,183
|
|
Cost of sales
|
2
|
78
|
|
(30,900)
|
|
Gross profit/(loss)
|
|
78
|
|
(12,717)
|
|
Administrative expenses
|
2
|
(379,626)
|
|
(571,928)
|
|
Fair value movement on investment property
|
8
|
-
|
|
(122,751)
|
|
(Loss) on disposal of investment property
|
8
|
-
|
|
(12,382)
|
|
Impairment of assets
|
7
|
(25,000)
|
|
-
|
|
Operating loss before
interest
|
2
|
(404,548)
|
|
(719,778)
|
|
|
|
|
|
|
|
Other income
|
|
17,158
|
|
-
|
|
Interest payable and similar charges
|
4
|
(129,333)
|
|
(123,848)
|
|
Loss
before taxation
|
|
(516,723)
|
|
(843,626)
|
|
Income tax
|
5
|
-
|
|
-
|
|
Loss
after taxation for the year attributable to equity holders of the parent
|
|
(516,723)
|
|
(843,626)
|
|
Other comprehensive income attributable to equity holders of the parent
|
|
-
|
|
-
|
|
Total comprehensive loss for the year
|
|
(516,723)
|
|
(843,626)
|
|
Loss
attributable
to:
|
|
|
|
|
|
Equity holders of the Parent
|
|
(516,723)
|
|
(843,626)
|
|
Total comprehensive loss for the year attributable to:
|
|
|
|
|
|
Equity holders of the Parent
|
|
(516,723)
|
|
(843,626)
|
|
(LOSS) PER ORDINARY
SHARE:
Basic/diluted
|
6
|
(0.15)p
|
|
(0.34) p
|
All results in the current and preceding financial year derive from continuing
operations.
The notes on pages 31 to 42 are an integral part of these consolidated financial statements.
|
|
|
As at
|
|
As at
|
|
|
Note
|
31 March 2024
|
|
31 March 2023
|
|
|
|
£
|
|
£
|
|
TOTAL ASSETS
|
|
|
|
|
|
Non-current assets
|
|
|
|
|
|
Plant and equipment
|
7
|
640
|
|
25,853
|
|
|
|
640
|
|
25,853
|
|
Current assets
|
|
|
|
|
|
Inventory
|
11
|
775,374
|
|
317,796
|
|
Investment Properties
|
8
|
-
|
|
927,249
|
|
Trade
and other receivables
|
9
|
79,576
|
|
34,033
|
|
Cash and cash equivalents
|
10
|
8,906
|
|
17,148
|
|
|
|
863,856
|
|
1,296,226
|
|
|
|
|
|
|
|
Total assets
|
|
864,496
|
|
1,322,079
|
|
|
|
|
|
|
|
EQUITIES & LIABILITIES
|
|
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Trade
and other payables
|
12
|
285,614
|
|
222,863
|
|
Borrowings
|
13
|
-
|
|
874,697
|
|
|
|
285,614
|
|
1,097,560
|
|
Non-current liabilities
|
|
|
|
|
|
Deferred tax
|
5
|
-
|
|
-
|
|
Borrowings
|
13
|
3,415,728
|
|
3,573,217
|
|
|
|
3,415,728
|
|
3,573,217
|
|
|
|
|
|
|
|
Total liabilities
|
|
3,701,342
|
|
4,670,777
|
|
|
|
|
|
|
|
Net liabilities
|
|
(2,836,846)
|
|
(3,348,698)
|
|
|
|
|
|
|
|
Called up share capital
|
14
|
3,237,400
|
|
2,860,150
|
|
Share premium
|
|
4,136,240
|
|
3,484,915
|
|
Reverse acquisition
reserve
|
|
(2,817,633)
|
|
(2,817,633)
|
|
Loan note equity
reserve
|
14 & 16
|
-
|
|
107,204
|
|
Capital contribution
reserve
|
17
|
400,147
|
|
400,147
|
|
Profit & loss account
|
|
(7,793,000)
|
|
(7,383,481)
|
|
Total Equity
|
|
(2,836,846)
|
|
(3,348,698)
|
|
|
|
|
|
|
|
Total Equity & Liabilities
|
|
864,496
|
|
1,322,079
|
|
|
|
|
|
|
These financial statements were approved
by the
Board of Directors
and authorised for issue on 24 September 2024
and are
signed
on its
behalf
by:
P Treadaway:
… Paul Treadaway.………… G
Thorneycroft: … Gary
Thorneycroft………………
|
|
Share
|
Share
|
Loan Note
|
Reverse
|
Profit
|
Capital
|
Total
|
|
|
Capital
|
Premium
|
Equity
|
acquisition
|
&
loss
|
Contribution
|
Equity
|
|
|
|
|
Reserve
|
reserve
|
account
|
Reserve
|
|
|
|
£
|
£
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
|
|
At 1 April
2022
|
2,726,817
|
3,250,249
|
30,303
|
(2,817,633)
|
(6,620,120)
|
157,777
|
(3,272,607)
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(843,626)
|
-
|
(843,626)
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
(843,626)
|
-
|
(843,626)
|
|
Loan note equity reserve
|
-
|
-
|
76,901
|
-
|
80,165
|
-
|
157,066
|
|
Capital Contribution during the
period
|
-
|
-
|
-
|
-
|
-
|
242,370
|
242,370
|
|
Shares issued during the year net of
costs
|
133,333
|
234,666
|
-
|
-
|
100
|
-
|
368,099
|
|
|
|
|
|
|
|
|
|
|
At 31 March
2023
|
2,860,150
|
3,484,915
|
107,204
|
(2,817,633)
|
(7,383,481)
|
400,147
|
(3,348,698)
|
|
|
|
|
|
|
|
|
|
|
At 1 April
2023
|
2,860,150
|
3,484,915
|
107,204
|
(2,817,633)
|
(7,383,481)
|
400,147
|
(3,348,698)
|
|
Loss for the year
|
-
|
-
|
-
|
-
|
(516,723)
|
-
|
(516,723)
|
|
Total comprehensive income for the
year
|
-
|
-
|
-
|
-
|
(516,723)
|
-
|
(516,723)
|
|
Loan Note Equity Reserve
|
|
|
(107,204)
|
|
107,204
|
|
-
|
|
Shares issued during the year on conversion of
loan notes
|
226,250
|
678,750
|
|
|
|
|
905,000
|
|
|
|
|
|
|
|
|
|
|
Shares issued during the year net of
costs
|
151,000
|
(27,425)
|
|
-
|
-
|
-
|
123,575
|
|
|
|
|
|
|
|
|
|
|
At 31 March
2024
|
3,237,400
|
4,136,240
|
-
|
(2,817,633)
|
(7,793,000)
|
400,147
|
(2,836,846)
|
|
|
|
|
|
|
|
|
|
The reverse acquisition reserve was created in accordance with IFRS3 'Business Combinations'. The reserve relates to a reverse acquisition
between the Company and Combe Bank Homes Ltd (CBH) on 11/11/2011
via a share for share exchange. This reserve arises as a result of
the elimination of the Plc's investment in CBH resulting in the
shareholders of PLC becoming majority shareholders in the enlarged
group.
Retained profit/(losses) are the cumulative net gains and losses less
distributions made and items of other comprehensive income not
accumulated in another separate reserve.
Loan note equity reserve relates to the equity
portion of the convertible loan notes and is the amount that has
been provided for in respect of the difference between the cash
value and the liability element of the loan notes. The remaining
balance has been reversed following the conversion of the Loan Note
during the year (2023: adjustment of £76,901)
Capital contribution reserve arises due to amounts
waived in respect of previously accrued interest on shareholders or
related party loan accounts. Capital contribution reserves are
shown in note 17.
Further details of shares issues in the year are
shown in note 14.
The notes on pages 31 to 42 are an integral part of these consolidated financial statements.
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Cash flow from
operating
activities
|
|
|
|
|
(Loss) after taxation
|
(516,723)
|
|
(843,626)
|
|
Depreciation
|
213
|
|
284
|
|
(Increase) in inventory
|
(457,578)
|
|
(321,889)
|
|
Decrease/(Increase) in receivables
|
(45,543)
|
|
6,467
|
|
Increase in payables
|
62,751
|
|
95,001
|
|
Loss on disposal
|
-
|
|
12,382
|
|
Inventory written-off
|
-
|
|
29,750
|
|
Property revaluation
|
-
|
|
122,751
|
|
Loan note equity
movement
|
(107,204)
|
|
157,066
|
|
Impairment of plant and
equipment
|
25,000
|
|
-
|
|
Interest payable and similar charges
|
129,333
|
|
123,848
|
|
Net cash outflow from operating activities
|
(909,751)
|
|
(617,966)
|
|
|
|
|
|
|
Investing activities:
|
|
|
|
|
Disposal of investment property
|
927,249
|
|
649,618
|
|
Purchase of equipment
|
-
|
|
(25,000)
|
|
|
927,249
|
|
624,618
|
|
Financing
activities:
|
|
|
|
|
Issue of shares (net of costs)
|
1,028,575
|
|
368,100
|
|
New loan borrowings
|
741,975
|
|
105,116
|
|
Repaid loan borrowings
|
(1,066,530)
|
|
(270,191)
|
|
Related party new loan borrowing
|
264,100
|
|
188,153
|
|
Related party loan repayment
|
(971,731)
|
|
(259,752)
|
|
Repayment of other borrowings
|
-
|
|
(90,000)
|
|
Interest paid
|
(22,129)
|
|
(43,683)
|
|
|
|
|
|
|
Net cash (outflow)
from financing
|
(25,740)
|
|
(2,257)
|
|
|
|
|
|
|
(Decrease)/increase in
cash and cash equivalents in
the year
|
(8,242)
|
|
4,395
|
|
|
|
|
|
|
Cash and cash equivalents at the beginning of the year
|
17,148
|
|
12,753
|
|
|
|
|
|
|
Cash and cash equivalents at the end of the year
|
8,906
|
|
17,148
|
|
|
|
|
|
The notes on pages 31 to 42 are an
integral
part of these consolidated financial statements.
BASIS OF ACCOUNTING
These financial statements are for Trafalgar Property Group Plc ("the Company") and its subsidiary undertakings
('the Group'). The Company is a public company, limited by shares domiciled and incorporated in England and Wales. (Company number is 04340125). The Company's registered office is Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD.
The nature of the Group's operations and its principal activities are set out in the Strategic Report on page 4-7.
BASIS OF PREPARATION
The Group financial statements
have been prepared in accordance with International Financial Reporting Standards 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. These financial statements are for the year ended 31 March 2024
and are
presented in
pounds sterling ("GBP")
rounded to the nearest pound. The comparative year is for the year to 31 March 2023.
The financial statements have been prepared under the historical cost convention and on an accrual method of
accounting, except for certain financial assets and liabilities
which are measured at fair value as explained in the accounting
policies below.
AUDIT EXEMPTION OF SUBSIDIARIES
The following subsidiaries are exempt
from the requirements of the UK Companies Act 2006 relating to the
audit of individual accounts by virtue of s479A of the
Act.
Company
name
Registered number
Trafalgar New Homes
Ltd
06003791
Trafalgar Retirement+
Ltd
10431083
Selmat Ltd
09428992
Combe Homes (Borough Green)
Ltd
08965850
Combe Bank Homes (Oakhurst)
Ltd
07532693
Life Hydroponic Assets
Ltd
14437592
The outstanding liabilities at 31
March 2024 of the above named subsidiaries have been guaranteed by
the Company pursuant to s479AC of the Act. In the opinion of
the directors, the possibility of the guarantees being called upon
is remote.
GOING CONCERN
The Directors have reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for the current economic environment and the particular circumstances in which the Group
operates. These were prepared with reference to historical and current industry knowledge, taking into account future strategy of the Group.
During the year the Company raised £125,000 before
costs for working capital purposes by way of an issue of
125,000,000 shares at 0.1p per share, issued 26,000,000 shares at
0.1p to settle outstanding creditor balances and crystalised the
2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares
at 0.4p per share.
The total amount of loans remaining in the Group
following the sale of the investment property during the year
amounts to £3,415,728 (2023 - £4,447,914) as shown in note 13. Of
the balance of the loans remaining outstanding of £3,415,728, a sum
of £2,219,818 relates to loans owed to Mr C Johnson, plus connected
parties, a director of subsidiary companies. The balance of amounts
owed were to independent third parties.
The Group continues to utilise banking and other financial
institution sources for the financing of its developments, together with significant
loans
from
third
party
investors as
stated in note 13, which is after the disposal of its investment
properties, to ensure that there is sufficient money available for the Group to undertake and complete its various
developments.
The Group does not operate an overdraft facility but borrow on a site specific basis from various
bankers or financial institutions,
with a mix
of loans from outside
investors
geared to some of the development properties and otherwise loaned on a general basis to the Group. Mr C Johnson has confirmed that he will provide
necessary funding to the subsidiary companies as and when required
over the next twelve months, should it be required.
The Board
is comfortable with the structure of its finances, which usually involves borrowing a modest sum towards the land purchase for the modest sized residential development schemes, with Mr C
Johnson or the Group
putting up the rest of the funds required to acquire the site and the costs associated with the acquisition and then for the bank or financial institution
to provide 100% of the build finance.
We have submitted an application to demolish the
existing bungalow and build a scheme of detached houses at the
Talbot Park site, acquired shortly after the year end, which should
achieve in the region of £950,000 each. We have no build costings
as yet but expect to have a decision on the planning by the end of
September. It is Officer recommended for approval. Once we have
consent we will either be able to seek funding for the build or
dispose of the consented development. This project is expected to
make additional funds available to the group.
The board are also continuing to consider a reverse
takeover as stated in note 20 and have taken a loan from the target
company to cover any abort fees should the deal not complete.
However, given that a degree of uncertainty exists in the timing of future sales, the
Company's ability to raise further funds through share placements
and the potential reliance on further funding been provided by the
directors, there exists a material uncertainty that may cast
significant doubt on the Group's ability to continue as a going
concern.
REVENUE RECOGNITION
Revenue represents the amounts receivable from the investment in residential
property during the year and other income directly associated with property development. 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 the majority of cases is the
point of legal completion of the property sale
The Directors are of the opinion that this accounting policy accurately reflects commercial reality and the recording of revenue for the Group.
STANDARDS ISSUED BUT NOT YET EFFECTIVE
The following new standards or amendments to
existing standards were applicable for the first time and have not
had an impact on the financial statements.
New standards,
interpretations and amendments:
Amendments to IAS
21 - Lack of Exchangeability
(issued August 2023)
The amendment is effective for financial years
beginning on or after 1 January 2025.
Amendment to IFRS 9
and IFRS 7 - Classification and Measurement of
Financial Instruments
(issued May 2024)
The amendment is effective for financial years
beginning on or after 1 January 2026.
IFRS 18 Presentation and
Disclosure in Financial Statements
(issued April 2024)
This is the new standard on presentation and
disclosure in financial statements, with a focus on updates to the
statement of profit or loss. The key new concepts introduced in
IFRS 18 relate to:
· the structure of the
statement of profit or loss;
· required disclosures
in the financial statements for certain profit or loss performance
measures that are reported outside an entity's financial statements
(that is, management-defined performance measures); and
· enhanced principles on
aggregation and disaggregation which apply to the primary financial
statements and notes in general.
The amendment is effective for financial years
beginning on or after 1 January 2027.
IFRS 19
Subsidiaries without Public Accountability: Disclosures
(issued May 2024)
The amendment is effective for financial years
beginning on or after 1 January 2027.
The Group does not expect a material impact on its
consolidated financial statements form these standards.
Adoption of the
following standards does not have an impact on the consolidated
financial statement of the Group:
Amendment to IAS 7
and IFRS 7 - Supplier finance
(issued May
2023)
The amendment is effective for financial years
beginning on or after 1 January 2024
The Group considers there will be no material impact
on its consolidated financial statements from these amendments.
Amendments to IFRS
16, Lease liability in a Sale and Leaseback
The amendment is effective for financial years
beginning on or after 1 January 2024
The Group considers there will be no impact on its
consolidated financial statements from these amendments.
Amendments to IAS 1
Presentation of Financial Statements: Classification of Liabilities
as Current or Non-current (issued January 2020)
The amendment is effective for financial years
beginning on or after 1 January 2024 and has not yet been adopted
for use in the United Kingdom.
The Group does not expect a material impact on its
consolidated financial statements from these amendments.
Amendments to IAS 1
and IFRS Practice Statement - Disclosure of Accounting
policies (issued in
February 2021)
The amendments enhance the disclosure requirements
relating to an entity's accounting policies and clarify that the
notes to a complete set of financial statements are required to
include material accounting policy information. Material accounting
policy information, when considered with other information included
in the financial statements, can reasonably be expected to
influence decisions that the primary users of financial statements
make on the basis of the financial statements. The amendments help
preparers determine what constitutes material accounting policy
information and notes that accounting policy information which
focuses on how IFRS has been applied to its own circumstances is
more useful for users of financial statements than standardised
information or information duplicating the requirements of
IFRS.
The amendment also states that immaterial accounting
policy information need not be disclosed but when it is disclosed
it shall not obscure material accounting policy information.
Further, if accounting policy information is not deemed material
this does not affect the materiality of related disclosure
requirements of IFRS.
The disclosure of judgements made in applying
accounting policies should reflect those that have had the most
significant effect on items recognised in the financial
statements.
The amendment is effective for financial years
beginning on or after 1 January 2023 and has not yet been adopted
for use in the United Kingdom.
The Group does not expect a material impact on its
consolidated financial statements from these amendments.
Amendments to IAS 8
- Definition of Accounting Estimates (issued in February 2021)
The amendments introduce a new definition of
accounting estimates and also clarify the distinction between
changes in accounting estimates, changes in accounting policies and
the correction of errors.
The amendment is effective for financial years
beginning on or after 1 January 2023 and has not yet been adopted
for use in the United Kingdom.
The Group does not expect a material impact on its
consolidated financial statements from these amendments.
Amendments to IAS 12 Deferred Tax
related to Assets and Liabilities arising from a Single
Transaction (issued 7 May
2021)
The amendments specify how
companies should account for deferred tax on transactions such as
leases and decommissioning obligations.
In specified circumstances,
companies are exempt from recognising deferred tax when they
recognise assets or liabilities for the first time. Previously,
there had been some uncertainty about whether the exemption applied
to transactions such as leases and decommissioning
obligations-transactions for which companies recognise both an
asset and a liability.
The amendments clarify that the
exemption does not apply and that companies are required to
recognise deferred tax on such transactions. The aim of the
amendments is to reduce diversity in the reporting of deferred tax
on leases and decommissioning obligations.
The amendments are effective for financial years
beginning on or after 1 January 2023 and have not yet been adopted
for use in the United Kingdom.
The Group does not expect a material impact on its
consolidated financial statements from these amendments.
Business
Combination
On the acquisition of a subsidiary, the business
combination is accounted for using the acquisition method. The cost
of an acquisition is measured as the aggregated amount of the fair
value of the consideration transferred, measured at the date of
acquisition. The consideration paid is allocated to the assets
acquired and liabilities (including contingent liabilities) assumed
on the basis of fair values at the date of acquisition. Acquisition
costs are expensed when incurred and included in general and
administrative expenses.
BASIS OF CONSOLIDATION
The consolidated financial statements incorporate the financial statements of the company and its
subsidiaries.
The results of subsidiaries acquired during the year are included from
the date
of acquisition, being the date on which the Group obtains control. They are deconsolidated on the date that control ceases.
When the Group ceases to have control or significant influence, any retained interest in the entity is re measured to its fair value, with the change in carrying amount recognised in profit or loss. The fair value is the initial carrying
amount for the purposes of subsequently accounting for the retained interest as an associate, joint venture or financial asset. In addition, any amounts previously recognised in other comprehensive income in respect of that entity are accounted for as if the Group had directly disposed of the related assets or liabilities. This may mean the amounts previously recognised in other
comprehensive income are reclassified to profit or loss.
Control is achieved when the Company:
· has the power over the investee;
· is exposed or his rights, to variable returns
from its involvement with the investee; and
· has the ability to use its power to affect its returns.
DEFINED CONTRIBUTION PENSION PLAN
The Group operates a defined contribution plan for its employees. A defined contribution plan is a pension plan under which the Group pays fixed contributions into a separate entity. Once the contributions have been paid the Group has no further payments obligations.
The contributions are recognised as an expense in the profit or loss when
they fall due.
Amounts not paid are shown in accruals as a liability in the Statement of Financial Position. The assets of the plan are held separately from
the Group in independently administered funds
FINANCIAL INSTRUMENTS
The Company recognises financial instruments when it becomes a party to the contractual arrangements of the instrument. Financial instruments are de-recognised when they are discharged or when
the contractual term expire. The Company's accounting policies in respect of financial instruments transactions are explained below: Financial assets and financial liabilities are initially measured at fair value.
Financial assets:
All recognised financial assets, including trade and other receivables,
are initially recognized
at the transaction price and subsequently measured at amortised cost using the effective
interest rate method.
Trade payables
Trade
payables are initially measured at fair value and are subsequently measured at amortised cost, using the effective interest rate method.
Convertible loan
notes
Convertible loan notes are regarded as compound
instruments, consisting of a liability component and an equity
component. At the date of issue, the fair value of the liability
component is estimated using the prevailing market interest rate
for similar non-convertible debt. The difference between the
proceeds of issue of the convertible loan notes and the fair value
assigned to the liability component, representing the embedded
option to convert the liability into equity of the Group, is
included in equity. Issue costs are apportioned between the
liability and equity components of the convertible loan notes based
on their relative carrying amounts at the date of issue. The
portion relating to the equity component is charged directly
against equity. The interest expense on the liability component is
calculated by applying the prevailing market interest rate for
similar non-convertible debt to the liability component of the
instrument. The difference between this amount and the interest
paid is added to the carrying amount of the convertible loan
note.
Share capital
Ordinary share capital is classified as equity. Interim ordinary dividends are recognised when
paid and
final
ordinary dividends are recognised when they are authorized and are
no longer at the discretion of the entity and as a
liability
in the year in which they are approved.
Deferred shares were created as part of a
subdivision of shares but carry no voting rights and no right to
participate in the profits of the company.
Impairment of financial assets
IFRS 9 offers two approaches for measuring and
recognizing the loss allowance: General and Simplified. The general
approach should be applied for all financial assets subject to
impairment, except for trade receivables or contract assets (IFRS
15) without significant financing component, for these assets
simplified approach should be applied. The Group's financial
instruments measured at amortised cost falling within the scope of
the standard are (i) trade and other receivables and (ii) cash and
cash equivalents. While cash and cash equivalents are also subject
to the impairment requirements of IFRS 9, the identified impairment
loss was immaterial.
Financial liabilities:
At amortised cost
Financial liabilities which are neither contingent consideration of an acquirer in a business combination, held for trading, nor designated as at fair value through profit or loss are subsequently measured at amortised cost using the effective interest method. This is a method of calculating the amortised cost of a financial liability and of allocating interest expense over the relevant
period. The effective interest rate is the rate that exactly discounts estimated future cash payments through the expected life of the financial liability, or where appropriate a shorter period, to the amortised cost of a financial liability.
Derecognition of financial liabilities
The Company de-recognise
financial liabilities when, and only when, the Company's obligations are discharged, cancelled or they expire.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash balances and deposits held at call with banks with maturities of three months or less from
inception.
INVENTORIES
Inventories consist of the original acquisition of land
for development, including costs associated with planning,
and properties under construction and are stated at the lower of cost and net realisable value. Cost
comprises direct materials and, where applicable, direct labour costs and those
overheads that have
been
incurred in bringing the inventories to their present location and condition. Interest
on sums borrowed that finance specific projects is added to cost. Net realisable value represents the estimated selling price less all estimated costs of completion and costs to be incurred in marketing, selling and distribution.
PROPERTY PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, less accumulated
depreciation and accumulated impairment. Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets using the reducing balance method over their expected useful
economic lives.
The rates generally applicable are:
Fixtures, fittings and equipment
- 25% on
reducing balance
Any gain or loss on disposal of an item of property,
plant and equipment is recognised in profit or loss.
INVESTMENT PROPERTY
Investment
property,
which is
property
held to earn
rentals and/or for capital appreciation (including property under construction for such purposes), is measured initially at cost, including transaction costs. Subsequent
to initial recognition, investment property is measured at fair value. Gains or losses arising
from changes in the fair value of investment
property
are included in profit or loss in the period in which they arise."
BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are assets that take a substantial period of time to be completed for sale, are added to the cost of property held as inventory at the year end. All other borrowing costs
are recognised in the profit or loss
in the year in which they relate.
CURRENT AND DEFERRED TAXATION
Current tax assets and liabilities for the current and prior years are measured at the amount
expected to be recovered from or paid to the tax authorities. The tax rates and the tax laws used to compute the amount are those that are enacted or substantively enacted, by the reporting date.
The tax expense represents the sum of the tax currently payable and deferred tax.
The tax currently payable is based on taxable profit for the year. Taxable profit differs from net profit as reported
in the income statement because it excludes items of income
or expense that
are taxable
or deductible in other years and it further excludes
items that are never taxable or deductible.
The Group's
liability for current tax is calculated using tax rates and tax laws that have been enacted or substantively
enacted at the reporting date.
Deferred tax is the tax expected to be payable or recoverable on differences between the carrying
amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and liabilities in a transaction that affects neither the tax profit nor the accounting profit.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent
that it is no longer probable that sufficient taxable
profits will be available to allow all or part of the asset to be recovered.
Deferred tax is calculated at the tax rates and tax laws that have
been enacted or substantively enacted at the reporting date
that
are expected to apply in the year when the liability is settled or the asset is realised. Deferred tax is charged or credited in profit or loss,
except when it relates to items charged or credited directly to other comprehensive income,
in which case the deferred tax is also
dealt with in other comprehensive income.
COMMITMENTS AND CONTINGENCIES
Commitments
and contingent liabilities are disclosed
in the financial
statements. They
are disclosed unless
the possibility of an outflow
of resources embodying
economic benefits
is remote.
A contingent
asset is not recognised
in the financial
statements but disclosed when an inflow of economic
benefits
is virtually
certain.
CRITICAL
ACCOUNTING
JUDGMENTS
AND KEY SOURCES OF ESTIMATION AND UNCERTAINTY
The preparation of financial statements in conformity with law
& United Kingdom adopted International Financial Reporting
Standards (UK adopted IFRS) and IFRS in conformity
with the requirements of the Companies Act 2006 requires the use of certain critical accounting estimates. It also requires management to exercise its judgment in the process of applying the Group's accounting policies. The areas involving
a higher degree of judgment or complexity, or areas where assumptions and estimates are significant to the Group financial statements are disclosed below.
Estimates and judgments are continually evaluated and are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the present circumstances.
Valuation of Inventory
The Group assesses the net realisable value of inventories under development and completed properties held for sale according to their recoverable amounts based on the realisability of these properties, taking into account estimated costs to completion based on past experience and committed contracts and estimated net sales based on prevailing market conditions. Provision is made when events or changes in circumstances indicate that the carrying
amounts may not be realised. The carrying value is reduced by its selling price less costs to complete and sell. This written down amount
is recognised immediately in profit or loss. The assessment requires the use of judgment and estimates. The carrying
amount
of inventory is disclosed in note 11 to the financial statements.
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine
the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine
the availability of the losses to offset against the future
taxable
profits.
Impairment of non financial assets
At each statement
of financial position date, the Company reviews the carrying
amounts of its tangible and intangible assets with finite lives to determine
whether there is an indication that those assets have
suffered an impairment
loss.
If any such indication exists, the assets recoverable amount is estimated in order to determine the extent of the impairment
loss (if any).
The recoverable amount is the higher of (a) fair value less costs
to sell and (b) value in use.
If the recoverable amount
of an
asset is
estimated to be less
than its carrying
amount, the carrying amount
of the asset is reduced to its recoverable amount. Impairment
losses are recognised as an expense immediately, unless the relevant asset is land or buildings at a revalued amount,
in which case the impairment loss is treated as a revaluation decrease.
At the year end there were no intangible assets held
by the company.
Where an impairment
loss subsequently reverses, the carrying amount of the asset is increased to the revised estimate of its recoverable amount, but so that the increased carrying
amount does not exceed the carrying amount that would have been determined had no impairment
loss been recognised for the asset in prior years. A reversal of an impairment
loss is
recognised as income immediately, unless the relevant asset is carried at a revalued amount, in which case the reversal of the impairment
loss is treated as a revaluation increase.
1. SEGMENTAL REPORTING
For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes the form
of the Board of Directors. The Directors' opinion of the business of the Group
is as follows.
The principal activity of the Group is
that of a regional property developer focused upon Kent, Surrey,
Sussex and the M25 ring south of London together with investment in
residential property.
Based on the above considerations, the Directors' consider there to be one reportable geographical segment which is in the UK
The internal and external reporting is on a consolidated basis with transactions between Group companies eliminated on consolidation. Therefore, the financial information of the single segment is the same
as that
set out in the consolidated statement of comprehensive
income, the consolidated statement of changes in equity, the consolidated statement
of financial position and cashflows. Therefore, no
segmental reporting is required.
Revenue
|
An analysis of
revenue is as follows:
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
The Group's revenue, which is all attributable to their principal
activity, can be shown as
follows:
|
|
|
|
|
|
|
|
|
|
Rental Income
|
-
|
|
18,183
|
|
|
|
|
18,183
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Timing of Revenue
are as follows:
|
|
|
|
|
|
|
|
|
|
Rental income transferred over time
|
-
|
|
18,183
|
|
|
|
|
18,183
|
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Revenues analysed
by geographic location are as follows:
|
|
|
|
|
|
|
|
|
|
United Kingdom
|
-
|
|
18,183
|
|
|
|
|
|
2.
LOSS
FOR THE YEAR
|
Operating loss is stated after charging/(crediting) the following:
|
2023
|
|
2022
|
|
|
£
|
|
£
|
|
Subcontractor costs and cost of inventories recognised as an expense
|
(78)
|
|
1,150
|
|
Write-off of Inventory
|
-
|
|
29,750
|
|
|
(78)
|
|
30,900
|
|
Impairment of assets
|
25,000
|
|
-
|
|
Depreciation of property, plant and equipment
|
213
|
|
284
|
|
|
|
|
|
|
Auditor's remuneration - audit services - Group
|
50,000
|
|
31,750
|
|
Auditor's remuneration - other assurance services -
Group
|
-
|
|
4,750
|
|
|
50,000
|
|
36,500
|
|
|
|
|
|
|
Operating expenses by
nature:
|
|
|
|
|
Employee expenses
|
104,433
|
|
228,184
|
|
Depreciation
|
213
|
|
284
|
|
Legal and professional fees
|
205,635
|
|
217,886
|
|
Management Fees
|
-
|
|
78,591
|
|
Office rent and associated costs
|
19,705
|
|
19,740
|
|
Insurance
|
11,299
|
|
9,835
|
|
Mortgage redemption costs
|
20,511
|
|
10,187
|
|
Other expenses
|
17,830
|
|
7,221
|
|
|
379,626
|
|
571,928
|
The Group incurred direct operating expenses
totalling £3,637 (2023: £8,033) which did not generate any rental
income in the year
3.
EMPLOYEES AND DIRECTORS' REMUNERATION
Staff costs during the year were as follows:
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Wages and salaries
|
78,000
|
|
185,567
|
|
Social security costs
|
8,943
|
|
20,627
|
|
Other pension costs
|
17,490
|
|
21,990
|
|
|
104,433
|
|
228,184
|
The average number of employees of the Group during the year was:
|
|
2024
|
|
2023
|
|
|
Number
|
|
Number
|
|
Directors
|
4
|
|
6
|
|
Mr C Johnson and Mr A Johnson are directors of
subsidiary entities
|
|
|
|
|
Management
|
1
|
|
1
|
Directors Remuneration was as follows:
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
- Emoluments for qualifying services J Dubois
|
-
|
|
8,333
|
|
- Emoluments for qualifying services A Johnson
(director of subsidiary entity)
|
60,000
|
|
60,000
|
|
- Emoluments for qualifying services P
Treadaway
|
-
|
|
50,000
|
|
- Emoluments for qualifying services P
Challinor
|
-
|
|
6,731
|
|
- Emoluments for qualifying services N
Lott
|
-
|
|
3,333
|
|
- Emoluments for qualifying services G Thorneycroft
|
-
|
|
39,169
|
|
|
60,000
|
|
167,566
|
Highest paid director - gross
salary including company pension contributions was £60,000 (2023 -
£61,800)
There are retirement benefits accruing to Mr C Johnson
(director of subsidiary entities)
for whom a Company
contribution was paid during the year of £16,800 (2023: £18,000),
Mr A Johnson (director of subsidiary entities)
£1,800(2023:
£1,800) and Mr G
Thorneycroft £Nil (2023: £1,500).
4.
INTEREST
PAYABLE
AND SIMILAR CHARGES
For sites where the construction had been completed, the bank loan interest paid during the year on these
sites of £nil (2023: £920) has been accounted for in the profit & loss within cost of sales. Total interest in the year of £129,333 (2023:
£86,451) has been paid and accrued on general funding loans, loan
notes and on rental property mortgage loan plus an adjustment for
the loan note equity reserve due to the CLN being converted at the
year end. Further details are provided in notes 13 and
15.
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Mr C Johnson
|
|
|
-
|
|
DFM Pension Scheme (pension scheme for J Dubois
(former director))
|
-
|
|
1,559
|
|
G Howard
|
10,000
|
|
10,000
|
|
C Rowe
|
-
|
|
584
|
|
Mrs S Johnson
|
-
|
|
198
|
|
Loan notes - Mr C Johnson
|
107,204
|
|
80,165
|
|
Paragon mortgage
|
11,424
|
|
30,422
|
|
Bank loan
|
705
|
|
920
|
|
|
129,333
|
|
123,848
|
5.
TAXATION
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Current tax
|
-
|
|
-
|
|
|
|
|
|
|
Tax charge
|
-
|
|
-
|
|
|
|
|
|
|
UK corporation tax rate has been reviewed upward to
25% effective April 2023
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Loss
on ordinary
activities before tax
|
(516,723)
|
|
(843,626)
|
|
|
|
|
|
|
Based on (loss) for the year:
|
|
|
|
|
Tax at 19% (2022: 19%)
|
(98,177)
|
|
(160,289)
|
|
Unrelieved tax losses
|
|
|
-
|
|
Impairment
|
|
|
-
|
|
Tax losses carried forward
|
98,177
|
|
160,289
|
|
Tax charge for the year
|
-
|
|
-
|
|
|
|
|
|
Deferred tax
No deferred tax assets have been provided in respect of property
revaluation as there are historical losses upon which to offset. As at the 31 March 2024, the Group had cumulative tax losses of £6,704,650 (2022: £6,296,440) that are available to offset against future
taxable profits of the same trade.
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Fair value movement on property revaluation
|
-
|
|
(122,751)
|
|
Tax at 19%
|
-
|
|
(23,323)
|
|
Tax losses available
|
-
|
|
23,323
|
|
Deferred tax for the year
|
-
|
|
-
|
The UK Government announced in the 2021 budget that
from 1 April 2023, the rate of corporation tax in the United
Kingdom will increase from 19% to 25%. Companies with profits of
£50,000 or less will continue to be taxed at 19%, which is a new
small profits rate. Where taxable profits are between £50,000 and
£250,000, the higher 25% rate will apply
but with a marginal relief applying as profits. UK corporation tax
rate has been reviewed by the Group as a result of this
changes.
6.
(LOSS) PER ORDINARY SHARE
The calculation of (loss)/profit per ordinary share is based on the following (losses) and the number of shares used should be that
retrospectively adjusted for the effect of consolidation:
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
(Loss) for the year
|
(516,723)
|
|
(843,626)
|
|
|
|
|
|
|
Weighted average number of shares for basic (loss)
per share
|
354,915,789
|
|
249,525,835
|
|
Weighted average number of shares for diluted (loss) per share
|
354,915,789
|
|
249,525,835
|
|
|
|
|
|
|
(Loss) per Ordinary Share:
|
|
|
|
|
Basic
|
(0.15)p
|
|
(0.34)p
|
|
Diluted
|
(0.15)p
|
|
(0.34)p
|
7.
PROPERTY, PLANT AND EQUIPMENT
|
Plant and equipment
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Cost
|
|
|
|
|
At 1 April
|
32,790
|
|
7,790
|
|
Additions
|
-
|
|
25,000
|
|
Impairment
|
(25,000)
|
|
-
|
|
At 31 March
|
7,790
|
|
32,790
|
|
|
|
|
|
|
Depreciation
|
|
|
|
|
At 1 April
|
6,937
|
|
6,653
|
|
Charge for the year
|
213
|
|
284
|
|
At 31 March
|
7,150
|
|
6,937
|
|
|
|
|
|
|
Net book value at 31 March
|
640
|
|
25,853
|
The impaired asset related to the hydroponic
equipment held in Life Hydroponic Assets Ltd. The directors
considered that as the company had not commenced to trade and the
technology in the hydroponic space was forever changing that the
asset would now unlikely be able to attract any proceeds should it
be necessary for it to be sold. The corresponding creditor balance
of £18,333 that remained outstanding was also written off from
trade creditors.
8.
CURRENT ASSET: INVESTMENT PROPERTIES
|
|
2024
|
|
2023
|
|
FAIR
VALUE
|
£
|
|
£
|
|
As at 01 April
|
927,249
|
|
1,712,000
|
|
Additions
|
-
|
|
-
|
|
Disposals
|
(927,249)
|
|
(662,000)
|
|
Fair Valuation
Adjustment
|
-
|
|
(122,751)
|
|
31 March
|
-
|
|
927,249
|
|
|
|
|
|
|
NET BOOK VALUE
|
|
|
|
|
As at 31 March
|
-
|
|
927,249
|
|
Fair Value at 31 March is represented by:
|
|
|
|
|
Revaluation in 2024 (2023: at revalued
amount)
|
-
|
|
927,249
|
|
|
|
|
|
|
Loss on Disposal:
|
|
|
|
|
Fair value
|
927,249
|
|
662,000
|
|
Disposal proceeds (net of costs)
|
927,249
|
|
649,618
|
|
Loss on
Disposal
|
-
|
|
12,382
|
In 2023, fair value has been assessed by using level 3 fair value
hierarchy and using the selling price achieved following the
sale of the remaining asset in September 2023.
9.
TRADE AND OTHER RECEIVABLES
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Other receivables
|
39,269
|
|
2,300
|
|
Other taxes
|
13,467
|
|
9,457
|
|
Prepayments
|
26,840
|
|
22,276
|
|
|
79,576
|
|
34,033
|
|
|
|
|
|
No IFRS9 provision has been recognized on the above
financial instruments on the basis that this provision has been
deemed to be immaterial.
10.
CASH AND CASH EQUIVALENTS
All of the Group's
cash and cash equivalents at year end are in Sterling and held at floating interest rates.
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Cash and cash equivalents
|
8,906
|
|
17,148
|
|
|
|
|
|
|
The
Directors consider that the carrying
amount of cash and cash equivalents approximate to their fair value.
|
11.
INVENTORY
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Work in progress
|
775,374
|
|
317,796
|
|
|
|
|
|
Inventories recognised as an expense during the
period totalled £nil (2023: £nil). Borrowing costs capitalized in
the year total £38,208 (2023: - £6,393 ).
Write-down of inventories recognised as an expense
in the period totalled £nil (2023: £29,750). For 2023, it was
due to the owners of the Leatherhead site taking an alternative
offer for their project from an independent third party.
Inventories pledged as security for liabilities as
at the year end totalled £275,000 (2023: £275,000 ).
A 10% fall in the estimated future value of the
property would result in an impairment totalling £80,000.
12.
TRADE AND OTHER PAYABLES
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Trade
payables
|
152,745
|
|
122,697
|
|
Taxation & social security
|
12,130
|
|
14,211
|
|
Accruals
|
120,739
|
|
85,955
|
|
|
285,614
|
|
222,863
|
13.
BORROWINGS
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Directors' loans
|
2,219,819
|
|
3,086,949
|
|
Other loans
|
719,500
|
|
560,000
|
|
Bank loans - see under
|
476,410
|
|
800,965
|
|
|
3,415,729
|
|
4,447,914
|
|
Being:
|
|
|
|
|
Less than one year
|
-
|
|
874,697
|
|
More than one year
|
3,415,729
|
|
3,573,217
|
|
|
3,415,729
|
|
4,447,914
|
Historic loan notes with a nominal value of £600,000 and £200,000
respectively were rolled up in to a new convertible loan note
agreement in the year 2022 along with related party loans of
£105,000 to create a new convertible loan note with a nominal value
of £905,000. The liability in respect of this transaction is
disclosed within directors loans above with a present value as at
31st March 2024 of £nil due to the conversion of the
loan notes during the period (2023: £797,796 ). As a
financial instrument with both debt and equity components, an
amount had been recognised directly into a Loan Note Equity Reserve
on issue, , with the debt element being unwound at an implied
interest rate of 10% and the interest recognized through profit and
loss. During the year, the Loan Note Equity Reserve was reversed
following the conversion of the Loan Note. Refer to note 14 for
further details.
The remaining directors loan balance is disclosed
in note
15.
Included in other loans is
£560,000 (2023: £560,000 ) advanced by Mr G Howard (son-in-law to
Mr C Johnson) to the Company at rates of 10% & 5% per annum (2023: 10% & 5% pa) and loans provided during the year
by Period Homes at £134,500 and Forum Energy Services Ltd at
£25,000. Details of the negotiated loan interest reduction
with Mr G Howard for accrued interest are given in note 17.
Selmat had also granted to Paragon Mortgages a legal charge over
the freehold
property at Hildenborough. The mortgage was interest only, for a term of seven years with a fixed interest rate for the first five years. The property had been
rented out but was sold during the year.
|
The
bank borrowings are repayable as follows:
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
On demand or within
one year
|
|
|
-
|
|
In the second
year
|
|
|
-
|
|
In the third to fifth years inclusive
|
|
|
-
|
|
After five years
|
476,410
|
|
800,965
|
|
|
476,410
|
|
800,965
|
|
|
|
|
|
|
Less
amount
due for settlement
within twelve months
|
|
|
-
|
|
(included in current liabilities)
|
|
|
|
|
Amount due for settlement
after twelve months
|
476,410
|
|
800,965
|
The weighted average interest rates paid on the bank loans were as follows:
Bank
loans:
3.4 % (2023: 3.4%)
All of the Directors' loans are repayable after more than 1 year
. All loans are interest
bearing and charged accordingly. However, Mr C Johnson has waived his right to interest in the current year and the previous year.
Interest of £nil (2023: £1,559) was paid to Mr J Dubois at the rate of 12% pa (2022: 12% pa).
14.
SHARE CAPITAL
|
|
|
|
|
|
Issued allotted & paid share
capital
|
2024
|
|
2023
|
|
|
Number
|
|
Number
|
|
|
|
|
|
|
Ordinary
shares
|
|
|
|
|
Ordinary shares of 0.1p in issue
|
275,852,371
|
|
142,519,038
|
|
Ordinary shares of 0.1p issued in
year
|
377,250,000
|
|
133,333,333
|
|
Total ordinary shares of 0.1p in issue
|
653,102,371
|
|
275,852,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
shares
|
|
|
|
|
Deferred shares of 0.9p in issue
|
287,144,228
|
|
287,144,228
|
|
Deferred shares of 0.9p arising in year
|
-
|
|
-
|
|
Total Deferred shares of 0.9p in issue
|
287,144,228
|
|
287,144,228
|
|
|
|
|
|
Background and current year
position - Ordinary shares, warrants and loan notes
Ordinary
Shares:
On 18 August 2023, the company issued 125,000,000
new ordinary shares at 0.1p as a result of placing of shares that
raised gross proceeds of £125,000. The funds raised provide the
Company with additional working capital.
On 27 March 2024, 26,000,000 ordinary shares at 0.1p
per ordinary share were issued in order to settle certain
liabilities amounting to £26,000.
On 27 March 2024, a convertible loan note with an
aggregate amount of £905,000 was fully converted into 226,250,000
ordinary shares at 0.4p per ordinary shares. Previously, in year
2022, the Company agreed with Mr C Johnson a consolidation and
variation of terms of the two unsecured convertible loan notes and
direct debt held by him. As a result of the consolidation and
variation agreement, the total amount owed to Mr C. Johnson was
converted into an unsecured convertible loan note with an aggregate
amount of £905,000, which was set to expire on 31 July 2024 but was
fully converted into equity during the year. Further to the
conversion, Mr C Johnson has instructed the Company's Broker,
Peterhouse Capital Limited ("Peterhouse") to immediately place the
entirety of the 2022 Conversion Shares, at a price of £0.00044 per
share (a 12% discount to the mid-market closing price of £0.0005 on
20 March 2024, the last practical date prior to this announcement),
raising £99,550. Of the £99,550 total cash consideration received
by Mr C Johnson for the 2022 Conversion Shares, £50,000 is to be
subscribed for by Paul Treadaway, Trafalgar's Chief Executive
Officer, and £10,000 by Gary Thorneycroft, the Company's Group
Financial Director.
Deferred
Shares:
On 13 July 2020 the Company undertook a sub-division
of its ordinary shares, which sub divided the 487,690,380 0.1p
ordinary shares of 0.1p each into 487,690,380 ordinary shares of
0.01p each and 487,690,380 0.09p deferred shares of 0.09p
each. The 0.09p deferred shares of 0.09p each were
consolidated into deferred shares of 0.9p each ranking pari passu
as one class with the existing deferred shares of 0.9p each.
Deferred shares do not entitle the holder to receive
notice of and to attend or vote at any general meeting of the
Company or to receive dividends or other distributions. Upon
winding up or dissolution of the Company the holders of deferred
shares shall be entitled to receive an amount equal to the nominal
amount paid up thereon, but only after holders of ordinary shares
have received £100,000 per ordinary share. Holders of deferred
shares are not entitled to any further 
rights of participation in the assets of the Company. The
Company has the right to purchase the deferred shares in issue at
any time for no consideration.
|
Issued, allotted
and fully paid
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Ordinary shares b/fwd
|
275,852
|
|
142,519
|
|
Deferred shares b/fwd
|
2,584,298
|
|
2,584,298
|
|
Issued in year
- ordinary shares
|
377,250
|
|
133,333
|
|
Issued in year - deferred shares
|
-
|
|
-
|
|
|
3,237,400
|
|
2,860,150
|
|
|
|
|
|
For the purpose of preparing the
consolidated financial statement of the Group, share capital
represents the nominal value of the issued share capital of 0.1p
per share (2023: 0.1p per share). Share premium represents
the excess over nominal value of the fair value consideration
received for equity shares net of expenses plus deferred shares of
0.9p after issued share capital of 1p.
15.
RELATED PARTY TRANSACTIONS
Mr C Johnson, a subsidiary Director who served during the year,
held 18,681,580 ordinary 0.1p shares in the Group as at 31 March 2024 (2023 18,681,580
ordinary 0.1p).
Mr N Lott, who served as a
Director during the year, held 50,000 ordinary 0.1p shares in the
Group as at 31 March 2024 (2023: 50,000 ordinary 0.1p).
Mr P Treadaway who served as a Director during the year,
held 133,409,829 ordinary 0.1p shares in the
Group as at 31 March 2024 (2023: 19,733,466 ordinary
0.1p).
Mr G Thorneycroft who
served as a Director during the year, held
23,327,273 ordinary 0.1p shares in the Group as at 31 March 2024
(2023: 600,000 ordinary 0.1p).
Further details relating to warrants can be found under note 16.
|
The
following working capital loans have
been provided by the following Directors:
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Mr C Johnson
|
|
|
|
|
Opening balances
|
3,123,798
|
|
2,938,382
|
|
Loan repayments
|
(993,297)
|
|
(63,255)
|
|
Personal drawings
|
(15,283)
|
|
(19,587)
|
|
Capital injected
|
104,600
|
|
268,258
|
|
Balance carried forward
|
2,219,818
|
|
3,123,798
|
|
|
|
|
|
|
J
Dubois
|
|
|
|
|
Opening balances
|
-
|
|
100,000
|
|
Loan repayments
|
-
|
|
(100,000)
|
|
Balance carried forward
|
-
|
|
-
|
|
|
|
|
|
|
P
Treadaway
|
|
|
|
|
Opening balance
|
(36,849)
|
|
-
|
|
Drawn in year
|
(120)
|
|
(36,849)
|
|
Closing balance
|
(36,969)
|
|
(36,849)
|
|
|
|
|
|
Mr C
Johnson's Loan bore interest during
the year at 5% (2023: 5% pa), but he has chosen to forego the interest as he did in 2023. Mr C
Johnson was due interest of £nil in the year (2023: £nil).
Mr C
Johnson is no longer a Director of Trafalgar Property Group Plc, but remains a
director of other entities to the Group and
remains a shareholder. Mr Dubois's Loan, which is from
his Pension Fund of which he is the sole beneficiary, was
paid interest of £nil (2023: £1,559) at 12% pa interest (2022: 12% pa). This loan was
fully repaid on 16th May 2022.
Mr. G. Howard (son-in-law to Mr. C
Johnson) had previously advanced loans of £560,000 (2023:
£560,000) to the Company at rates of 10% & 5% per annum (2023: 10% & 5% pa)
During the year rents were paid of £9,142 (2023: £10,000) to the Combe Bank Homes Pension Scheme which owns
the freehold
offices
at Chequers
Barn. Mr C Johnson is a Trustee and Beneficiary of that Pension Scheme.
During the year payments amounting to £1,938 (2023:
£15,900 ) were made to Real Time Accounting Ltd for bookkeeping
services. Gary Thorneycroft is a majority shareholder and
director of Real Time Accounting Ltd.
During the year payments amounting to £nil (2023:
£12,000) were made to May Barn Horticultural Consultancy Ltd, for
hydroponic consultancy services, a company that Dr P Challinor was
a director and major shareholder During the year it was agreed to
write-off the balance due to May Barn of £18,333 for the hydroponic
assets owned by Dr P Challinor on the basis that both parties have
agreed to waive the amount payable.
16.
SHARE WARRANTS
Following the conversion of the 2022 CLN with Mr C
Johnson the warrants attaching to that CLN have now expired and
there are no warrants remaining.
17.
CAPITAL CONTRIBUTION RESERVE
The capital contribution reserve
of £400,147 (2023: £400,147 ) related to the renegotiation of
interest accruing on loans from Mr G Howard to below market rate
terms. Interest was reduced from 10% pa to 5% pa for the entire
term of the loans and is now non compound.
As Mr. G Howard is related to Mr.
C Johnson, a related party, a Capital Reserve was created. In the
current year, a further provision of £nil (2023:242,370) was
recognized as a result of Mr. Howard waiving all interest due on
the loan outstanding.
18.
CATEGORIES OF FINANCIAL INSTRUMENTS
All financial instruments
are measured under IFRS 9 at amortised cost.
Financial Risk Management
The Group and Company's financial instruments
comprise investments designated at fair value through profit or
loss, cash and various items such as trade and other receivables,
and trade and other payables, all of which arise directly from its
normal operations. The carrying values of all of the Group and
Company's financial instruments approximate their fair values at 31
March 2024 and 31 March 2023. The Accounting Policies described on
pages 29 - 30 outlines how the financial instruments are
measured.
Through its normal operations the Group is exposed
to a number of financial risks. The Board reviews and agrees
policies for managing each of these risks as summarised below:
Capital risk management
The Group considers its capital to comprise its share capital and share premium. The Group's capital management objectives are to safeguard the entity's
ability
to continue as a going
concern, so that
it can
continue to provide
returns
for shareholders and benefits for other
stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level
of risk.
Significant
Accounting Policies
Details of the significant
accounting
policies
and methods adopted,
including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and convertible debt
are disclosed on pages
23 to 31
to these financial statements
Foreign currency risk
The Group has minimal
exposure to the differing types of foreign currency risk. It has no foreign currency denominated monetary
assets
or liabilities and does not make sales or purchases
from overseas countries.
Interest rate risk
The Group is sensitive to changes in interest rates where interest is charged on a variable rate basis. This
risk has been minimized by:
· the
original bank loan with Lloyds Bank has been replaced by a loan
with CPF One Ltd after the year end, following completion of the
construction work, changing from a variable rate basis on to a
fixed rate facility.,
·
renegotiation of interest rates on some of the other loans from 10%
to 5% (all fixed rates) all then being forgone by the lender,
· partial
repayments made in the year on other loans and,
Credit risk management
Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. There is limited exposure due to no trade
receivables and that the primary exposure relates to cash and cash
equivalents, which are all deposited with reputable banks.
Liquidity risk management
This is the risk of the Group not being able to continue to operate as a going concern. The sale of the
completed Speldhurst property, that is on the balance sheet at
cost, will provide cash flow to the business. The new project at
Talbot Park, once planning permission is granted, is expected to
provide a good profit as it will allow two properties to be built
and sold. Current financing is provided by external financial
institutions supported by Mr C Johnson.
The Directors have, after careful consideration of the risks above, concluded that it is appropriate to adopt the going
concern basis for the preparation of the financial statements and the financial statements do not include
any adjustments that
would result if the going concern basis was not appropriate.
Derivative financial instruments
The Group does not currently use derivative financial instruments as hedging is not considered necessary.
Should the Group identify a requirement
for the future use of such financial instruments, a comprehensive
set of
policies and
systems as approved by the Directors will be implemented.
|
Financial liabilities
|
31 March 2024
|
Due within
|
Due within
|
|
|
|
Total
|
Due within
One year
|
Due within one to five
years
|
Due over
Five years
|
|
|
£
|
£
|
£
|
£
|
|
Trade payables
|
273,484
|
273,484
|
-
|
|
|
Borrowings - Directors' loan
|
2,219,819
|
-
|
2,219,819
|
|
|
Borrowings - Bank
loan
|
476,410
|
-
|
-
|
476,410
|
|
Borrowings - Other loans
|
719,500
|
159,500
|
560,000
|
-
|
|
|
|
|
|
|
|
Total
|
3,689,213
|
432,984
|
2,779,819
|
476,410
|
|
|
|
|
|
|
|
Financial liabilities
|
31 March 2023
|
Due within
|
Due within
|
Due over
|
|
|
Total
|
Due within
One year
|
Due within one to five
years
|
Due over
Five years
|
|
|
£
|
£
|
£
|
£
|
|
Trade payables
|
208,652
|
208,652
|
|
|
|
Borrowings - Directors' loan
|
3,086,949
|
874,697
|
2,212,252
|
|
|
Borrowings - Bank
loan
|
800,965
|
|
|
800,965
|
|
Borrowings - Other loans
|
560,000
|
|
560,000
|
|
|
|
|
|
|
|
|
Total
|
4,656,566
|
1,083,349
|
2,772,252
|
800,965
|
19.
NET DEBT RECONCILIATION
|
|
|
2024
|
2023
|
|
|
£
|
£
|
|
Cash
at bank
|
|
8,906
|
17,148
|
|
Cash
and cash equivalents
|
|
8,906
|
17,148
|
|
|
|
|
|
|
Borrowing repayable (including overdrafts)
|
|
(3,415,728)
|
(4,447,914)
|
|
|
|
|
|
|
Net Debt
|
|
(3,406,822)
|
(4,430,766)
|
|
|
|
|
|
|
|
Cash and liquid investment
|
Gross borrowings with a fixed interest rate
|
Total cash and liquid investments
|
|
|
£
|
£
|
£
|
|
Net debt as at 31 March 2022
|
12,753
|
(3,924,724)
|
(3,911,971)
|
|
Cash
flows
|
4,395
|
(523,190)
|
(518,795)
|
|
Net debt as at 31 March 2023
|
17,148
|
(4,447,914)
|
(4,430,766)
|
|
Cash
flows
|
(8,242)
|
1,032,186
|
1,023,944
|
|
Net debt as at 31 March 2024
|
8,906
|
(3,415,728)
|
(3,406,822)
|
|
|
|
|
|
|
|
|
|
|
20.
SUBSEQUENT EVENTS
Events following the year-end
that provide
additional information about the Group's
position at the reporting
date and are adjusting events are reflected in the financial statements. Events subsequent to the year-end that
are not adjusting events
are disclosed
in the notes
when material.
As stated in the announcement by the Group on 29 May
2024 we are in discussions with parties relating to a potential
reverse takeover, non-binding heads of terms have been
signed. These discussions continue and further
announcements will be made in due course. A further announcement on
03 June 2024 stated that Ecap Esports Ltd had agreed to loan the
Company the sum of £250,000, the proceeds of which will be ring
fenced to cover costs associated with the proposed reverse
takeover, should the transaction not occur. As announced in March
2024 Mr C Johnson introduced £99,550 into Trafalgar by way of a
loan being the consideration he received for the 2022 Conversion
Shares. In return, Trafalgar will issue Mr C Johnson with a new,
nil coupon, unsecured convertible loan note (the "2024 CLN"). The
2024 CLN will be convertible in full into 226,250,000 Ordinary
Shares at £0.00044 per ordinary share ("2024 CLN Exercise Price")
and can be converted at any time by Mr C Johnson, subject inter
alia to his entire holding being less than 29.99 per cent of the
voting rights in issue in the Company. At the date of these
financial statements this CLN has not yet been signed.
2024 CLN
Issue
Further to the conversion of 2022 CLN, in order to
provide additional funds to the Company, Mr C Johnson has agreed to
reinvest the entirety of the £99,550 consideration he will receive
for the 2022 Conversion Shares back into the Company. In return,
Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured
convertible loan note (the "2024 CLN"). The 2024 CLN will be
convertible in full into 226,250,000 Ordinary Shares at £0.00044
per ordinary share ("2024 CLN Exercise Price") and can be converted
at any time by Mr C Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in
issue in the Company.
As per Company Act 2006, the Company is required to
convene a general meeting in order to undertake a share
reorganisation (the "Reorganisation"). A circular ("Circular")
containing further details of the Reorganisation and notice of the
general meeting to approve the resolutions is required to implement
the Reorganisation, and was expected to be published and dispatched
to Trafalgar's shareholders last 31 May 2024, but a postponement
was announced on 30 May 2024 following a disclosure dated 29 May
2024 regarding a discussion on a potential reverse takeover and
that its shares is being suspended from trading on AIM, thereby
postponing the posting of the said Circular for the required
general meeting.
New Loan
Agreement with Ecap Esports Ltd.
On 3 June 2024, the Group announced that it has
entered into a loan agreement with Ecap Esports Ltd ("Ecap
Esports"). Ecap Esports has agreed to loan the Company the sum of
£250,000, the proceeds of which will be ringfenced to cover costs
associated with the recently announced proposed reverse takeover,
should the transaction not occur. In the event the proposed
transaction does not complete, any funds remaining following
payment of all accrued transaction fees shall be returned to the
lender. The loan bears no interest.
|
|
Note
|
|
|
|
|
|
|
2024
|
|
2023
|
|
|
|
£
|
|
£
|
|
Fixed
Assets
|
|
|
|
|
|
Investments
|
7
|
-
|
|
-
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
Debtors
|
8
|
32,140
|
|
54,220
|
|
Cash
at bank
and in
hand
|
|
3,406
|
|
3,842
|
|
|
|
35,546
|
|
58,062
|
|
|
|
|
|
|
|
TOTAL
ASSET
|
|
35,546
|
|
58,062
|
|
|
|
|
|
|
|
EQUITIES &
LIABILITIES
|
|
|
|
|
|
Current
liabilities
|
|
|
|
|
|
Trade & other payables
|
9
|
224,856
|
|
961,756
|
|
|
|
|
|
|
|
Non-current
liabilities
|
|
|
|
|
|
Borrowings
|
10
|
25,000
|
|
-
|
|
|
|
|
|
|
|
TOTAL
LIABILITIES
|
|
249,856
|
|
961,756
|
|
NET
(LIABILITIES)
|
|
(214,310)
|
|
(903,694)
|
|
|
|
|
|
|
|
Called up share capital
|
12
|
3,237,400
|
|
2,860,150
|
|
Share premium account
|
|
4,136,240
|
|
3,484,915
|
|
Loan note equity reserve
|
|
-
|
|
107,204
|
|
Profit and loss account
|
|
(7,587,950)
|
|
(7,355,963)
|
|
Equity - attributable to the owners of the Parent
|
|
(214,310)
|
|
(903,694)
|
|
|
|
|
|
|
|
TOTAL EQUITY AND
LIABILITIES
|
|
35,546
|
|
58,062
|
|
|
|
|
|
|
The loss for the financial year dealt with in the financial statements of the Parent Company was loss of £339,191 (2023: loss £408,699).
The financial statements were approved by the Board of Directors on 24 September 2024 and
authorised for issue
and are
signed
on its behalf by:
P Treadaway:
… Paul
Treadaway………. G
Thorneycroft: … Gary Thorneycroft ………
Company Registration Number:
04340125
The notes on pages 45 to 52 form an integral part of these financial statements
|
|
Share
|
Share
|
Loan Note
|
Profit
|
Total
|
|
|
Capital
|
Premium
|
Equity
|
&
loss
|
Equity
|
|
|
|
|
Reserve
|
account
|
|
|
|
£
|
£
|
£
|
£
|
£
|
|
|
|
|
|
|
|
|
At 1 April
2022
|
2,726,817
|
3,250,249
|
30,303
|
(6,947,264)
|
(939,895)
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(488,864)
|
(488,864)
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(488,864)
|
(488,864)
|
|
|
|
|
|
|
|
|
Movement in Loan note equity reserve
|
|
|
76,901
|
80,165
|
157,066
|
|
Shares issued during the year net of
costs
|
133,333
|
234,666
|
-
|
-
|
367,999
|
|
|
|
|
|
|
|
|
At 31 March
2023
|
2,860,150
|
3,484,915
|
107,204
|
(7,355,963)
|
(903,694)
|
|
|
|
|
|
|
|
|
At 1 April
2023
|
2,860,150
|
3,484,915
|
107,204
|
(7,355,963)
|
(903,694)
|
|
|
|
|
|
|
|
|
Loss for the year
|
-
|
-
|
-
|
(339,191)
|
(231,987)
|
|
|
|
|
|
|
|
|
Total comprehensive loss for the year
|
-
|
-
|
-
|
(339,191
|
(231,987)
|
|
|
|
|
|
|
|
|
Loan Note Equity Reserve
|
|
|
(107,204)
|
107,204
|
-
|
|
Shares issued during the year on conversion of
loan notes
|
226,250
|
678,750
|
|
-
|
905,000
|
|
Shares issued during the year net of
costs
|
151,000
|
(27,425)
|
|
-
|
123,575
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At 31 March
2024
|
3,237,400
|
4,136,240
|
-
|
(7,587,950)
|
(214,310)
|
Further details of share capital are shown in Note
12.
Loan note equity reserve is the amount that has been
provided for in respect of the difference between the cash value
and the liability element of the loan notes. The remaining balance
has been reversed following the conversion of the loan note during
the year (2023: adjustment of £76,901)
The notes on pages 45 to 52 form an integral part of these financial statements.
1.
GENERAL INFORMATION
Nature of operations
Trafalgar Property Group Plc ("the Company") is the UK holding company of a group of companies which are engaged in residential property development and charges an appropriate management fee for
general costs incurred 2024 - £43,344 (2023 - £78,591).
The Company is a
private company limited by shares and is registered in England and Wales. Its registered office and principal place of business is Chequers Barn, Chequers Hill,
Bough Beech, Edenbridge, Kent TN8 7PD.
2.
BASIS
OF PREPARATION
The financial
statements
have been prepared under the historical
cost convention and in accordance with United Kingdom Accounting Standards, including
Financial Reporting Standard 102, 'The Financial Reporting Standard
applicable in the United Kingdom and the Republic of Ireland ('FRS
102') and the Companies Act 2006. The principal accounting policies are described below. They
have all been applied consistently throughout the year and preceding year.
The Company
has taken advantage of the exemption allowed under section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income to these
financial statements. The Company has taken advantage of the disclosure
exemption from the requirements of section 7 Statement of Cashflow, as permitted by the FRS 102 "The Financial Reporting Standard applicable in the UK and Republic of Ireland".
3.
SIGNIFICANT ACCOUNTING POLICIES
(a) GOING CONCERN
The Directors have
reviewed forecasts and budgets for the coming year, which have been drawn up with appropriate regard for the current economic environment and the particular circumstances in which the Company operates. These were prepared with reference to historical and current industry knowledge, taking into account
future strategy of the Company and wider Group.
The board are also continuing to consider a reverse
takeover and have taken a loan from the target company to cover any
abort fees should the deal not complete, as stated in note 14 to
the Company financial statements.
During the year the Company raised £125,000 before
costs for working capital purposes by way of an issue of
125,000,000 shares at 0.1p per share, issued 26,000,000 shares at
0.1p to settle outstanding creditor balances and crystalised the
2022 CLN with Mr C Johnson by way of an issue of 226,250,000 shares
at 0.4p per share.
As indicated in note 14,
subsequent to the balance sheet date, the Company has raised
£99,550 from a contribution by Mr C Johnson following the
conversion of his 2022 CLN at the year end. This is to be used for
working capital purposes. A new CLN is to be issued to Mr C
Johnson as stated in note 14. The existing operations have been generating funds to meet short-term operating cash requirements. As a result of these considerations, at the time of approving the financial statements, the Directors consider that the Company and the Group have sufficient resources to continue in operational existence for the foreseeable future. It is appropriate to adopt the going concern basis in the preparation of the financial statements. As with all business forecasts, the Directors' statement cannot guarantee that the going concern basis will remain appropriate given the material uncertainty about the future
events.
However, given that a degree of uncertainty exists
in the timing of future sales, the Company's ability to raise
further funds through share placements and the potential reliance
on further funding been provided by the directors and management's
ability to refinance all loans due in the next twelve months, there
exists a material uncertainty that may cast significant doubt on
the Group's ability to continue as a going concern.
(b) INVESTMENTS
Investments held as fixed assets are stated at cost less provision for impairment.
(c) TAXATION
Current tax, including UK corporation tax and foreign tax, is provided at amounts expected to be paid (or recovered) using the tax rates and laws that have been enacted or substantively enacted by the balance sheet date.
Deferred tax is recognised in respect of all timing differences that have
originated but not reversed at the balance sheet date where transactions or events that result
in an
obligation to pay more
tax in
the future or a right
to pay
less tax in the future have
occurred at the balance sheet date. Timing differences are differences between the Company's taxable profits and its results as stated in the financial statements that arise from
the inclusion of gains
and losses in tax assessments
in years different from those in which
they are recognised in the financial statements.
A deferred tax asset is regarded as recoverable and therefore recognised only
when, on the basis of all available evidence, it can be regarded as more likely than
not that
there will be suitable taxable profits from which the future reversal
of the
underlying timing differences can be deducted.
(d)
FINANCIAL INSTRUMENTS
Financial assets and liabilities are recognised in the statements of financial position when the Company has become a party to the contractual provisions of the instruments.
The Company's
financial assets and liabilities are initially measured at fair value plus any directly attributable transaction costs.
The carrying
value
of the
Company's financial assets, primarily cash and bank balances, and liabilities, primarily the Company's
payables, approximate to their fair values.
(i)
Financial assets
On initial recognition, financial assets are classified as either financial assets at fair value through profit or loss, held-to-maturity investments, loans and receivables financial assets, or available-for-sale financial assets, as appropriate.
Trade
and other receivables
Trade
and other receivables (including deposits) that have fixed or determinable payments that are not quoted in an active market are classified as other receivables, deposits, and prepayments. Other
receivables, deposits, and prepayments are measured at amortised cost using the effective interest
method, less any impairment
loss.
Interest
income is recognised by applying the effective interest rate, except for short-term receivables when the recognition of interest
would be immaterial.
(ii)
Financial liabilities and convertible debt
Financial liabilities are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Financial liabilities
Financial liabilities comprise long-term borrowings, short-term borrowings, trade and other payables, measured at amortised cost using the effective interest method.
The effective interest method
is a method
of calculating the amortised cost of a financial liability and of allocating interest income over
the relevant period. The effective interest rate is the rate that exactly discounts estimated future cash payments (including all fees on points paid or received that form an integral part of the effective interest rate, transaction costs and other premiums or discounts) through the expected life of the financial liability, or, where appropriate, a shorter period
to the net
carrying amount
on initial recognition.
Convertible debt
Convertible debt issued by the Group are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability and convertible debt
instrument. Convertible debt
consists of new unsecured loan notes convertible totaling £nil
(2023: £905,000) in full, into 226,250,000 ordinary shares at 0.4p
per ordinary share and can be convertible at any time by Mr C
Johnson for two years from July 2022, further details are provided
within note 12.
As stated in note 12, the convertible debt was
converted during the year.
The accounting policies adopted for specific financial liabilities and convertible debts are
set out below.
4.
CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
In the application of the Company's accounting policies, which are described in note 3, the Directors are required to make
judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not apparent from other sources. The estimates and assumptions are based on historical experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual results may differ from these estimates.
The estimates and underlying assumptions are reviewed on an on-going basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised if the revision affects only
that period or in the period of the revision and future periods if the revision affects both current and future periods.
The following are the key assumptions concerning
the future and other key sources of estimation uncertainty
at the statement of financial position date that have a significant risk of causing a significant adjustment to the carrying amounts of assets and liabilities in the financial statements:
Carrying value of investments
in subsidiaries and intercompany
Management's assessment for impairment of investment
in subsidiaries is based on the estimation of value in use of the subsidiary by forecasting the expected future cash flows expected on each development project. The value of the investment in subsidiaries is based on the subsidiaries being able to realise their cash flow projections.
All balances with subsidiaries have been fully
impaired during the year
Recognition of deferred tax assets
The recognition of deferred tax assets is based upon whether it is more likely than not that sufficient and suitable taxable profits will be available in the future against which the reversal of temporary differences can be deducted. To determine
the future taxable profits, reference is made to the latest available profit forecasts. Where the temporary differences are related to losses, relevant tax law is considered to determine
the availability of the losses to offset against the future
taxable
profits.
5.
LOSS FOR
FINANCIAL
PERIOD
The Company
has taken advantage of section 408 of the Companies Act 2006 and, consequently, a profit and loss account
for the Company alone has not been presented. The Company's
loss for the financial period was £339,191 (2023: Loss £408,699).
6.
EMPLOYEES AND DIRECTORS' REMUNERATION
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Directors' fees
|
-
|
|
107,567
|
|
Social security costs
|
-
|
|
11,211
|
|
Directors' pension contribution
|
-
|
|
1,500
|
|
Management fees
|
-
|
|
-
|
|
|
-
|
|
120,278
|
The average number of employees of the Company during
the year was:
|
|
2024
|
|
2023
|
|
|
Number
|
|
Number
|
|
Directors and management
|
4
|
|
5
|
There are no retirement benefits accruing to any of the Directors.
Additional directors remuneration of £60,000 (2023: £60,000) was paid to a director through subsidiary entities.
7. INVESTMENTS
The Company owns
the following undertakings, all of which are incorporated in the United Kingdom and have their registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD.
|
Valuation
|
|
2024
|
|
2023
|
|
|
|
|
|
|
|
Cost:
|
|
|
|
|
|
At 1 April
|
|
3,855,438
|
|
3,855,338
|
|
Additions
|
|
-
|
|
100
|
|
At 31 March
|
|
3,855,438
|
|
3,855,438
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment:
|
|
|
|
|
|
At 1 April
|
|
(3,855,438)
|
|
(3,855,338)
|
|
Additions
|
|
-
|
|
(100)
|
|
At 31 March
|
|
(3,855,438)
|
|
(3,855,438)
|
|
|
|
|
|
|
|
Net Value at 31 March
|
|
-
|
|
-
|
|
Held directly
|
Class of shares
held
|
% Shareholding
|
Principal
Activity
|
|
Trafalgar New Homes
Limited
|
Ordinary shares
|
100%
|
Residential property developers
|
|
Trafalgar Retirement
+ Limited
|
Ordinary shares
|
100%
|
Residential property & assisted living
scheme
|
|
Selmat Limited
|
Ordinary shares
|
100%
|
Residential property renting
|
|
Life Hydroponic Assets Ltd
|
Ordinary shares
|
100%
|
Holding of hydroponic
assets
|
|
Held indirectly through Trafalgar New Homes Limited
|
|
Combe
Bank
Homes
(Oakhurst) Limited
|
Ordinary shares
|
100%
|
Residential property developers
|
|
Controlled via Deed of Trust
|
|
Combe
House
(Borough
Green) Limited
|
Ordinary shares
|
100%
|
Residential property developers
|
8.
DEBTORS
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Amounts owed by Group undertakings
|
-
|
|
36,298
|
|
Other debtors
|
32,140
|
|
17,922
|
|
|
32,140
|
|
54,220
|
All amounts owed by Group undertakings £36,298 (2023
- nil) have been impaired during the year.
9.
TRADE AND OTHER PAYABLES
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Trade creditors
|
143,457
|
|
95,754
|
|
Taxation and social security
|
637
|
|
20,191
|
|
Accruals / Other creditors
|
62,004
|
|
27,545
|
|
Directors' loan
|
-
|
|
789,947
|
|
Amounts owed to Group undertakings
|
18,758
|
|
28,319
|
|
|
224,856
|
|
961,756
|
The loan with its subsidiary is interest free and
repayable on demand.
10.
BORROWINGS
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Other loans
|
25,000
|
|
-
|
|
|
25,000
|
|
-
|
Other loans are related to loans
provided by Forum Energy Services Ltd at £25,000 (2023:
£nil), a shareholder of the Company. This loan is interest
free and repayable on demand.
11.
FINANCIAL INSTRUMENTS
|
Financial assets
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
|
|
|
|
|
Financial
assets:
|
|
|
|
|
Financial assets measured at amortised cost:
|
|
|
|
|
Amounts owed by group undertakings and other
debtors
|
32,140
|
|
54,220
|
|
|
|
|
|
|
Financial
liabilities:
|
|
|
|
|
Financial liabilities measured at amortised cost
|
170,369
|
|
914,020
|
|
|
|
|
|
|
Financial liabilities includes Trade creditors, Other
creditors and Amount due to group undertakings.
|
|
|
|
12. SHARE
CAPITAL
|
Issued, allotted and
paid share capital
|
|
|
|
|
|
2024
|
|
2023
|
|
|
Number
|
|
Number
|
|
Ordinary
shares:
|
|
|
|
|
Ordinary shares of 0.1p in issue
|
275,852,371
|
|
142,519,038
|
|
Ordinary shares of 0.1p issued in year
|
377,250,000
|
|
133,333,333
|
|
|
|
|
|
|
Total Ordinary
Shares of 0.1p in issue
|
653,102,371
|
|
275,852,371
|
|
|
|
|
|
|
|
|
|
|
|
Deferred
shares:
|
|
|
|
|
Deferred shares of 0.9p in issue
|
287,144,228
|
|
287,144,228
|
|
Deferred shares of 0.9p arising in year
|
-
|
|
-
|
|
Total Deferred
Shares of 0.9p in issue
|
287,144,228
|
|
287,144,228
|
|
|
|
|
|
|
Issued, allotted and
paid share capital
|
|
|
|
|
|
2024
|
|
2023
|
|
|
£
|
|
£
|
|
Ordinary
shares:
|
|
|
|
|
Ordinary shares of 0.1p in issue
|
275,852
|
|
142,519
|
|
Ordinary shares of 0.1p issued in year
|
377,250
|
|
133,333
|
|
|
|
|
|
|
Total Ordinary
Shares of 0.1p in issue
|
653,102
|
|
275,852
|
|
|
|
|
|
|
Deferred
shares:
|
|
|
|
|
Deferred shares of 0.9p in issue
|
2,584,298
|
|
2,584,298
|
|
Deferred shares of 0.9p arising in year
|
-
|
|
-
|
|
Total Deferred
Shares of 0.9p in issue
|
2,584,298
|
|
2,584,298
|
|
|
|
|
|
|
Total Ordinary and
Deferred Shares issued
|
3,237,400
|
|
2,860,150
|
|
|
|
|
|
Background -
ordinary shares, warrants and loan notes
Ordinary Shares:
On 18 August 2023, the company issued 125,000,000
new ordinary shares at 0.1p as a result of placing of shares that
raised gross proceeds of £125,000. The funds raised provide the
Company with additional working capital.
On 27 March 2024, 26,000,000 ordinary shares at 0.1p
per ordinary share were issued in order to settle certain
liabilities amounting to £26,000.
On 27 March 2024, a convertible loan note with an aggregate amount
of £905,000 was fully converted into 226,250,000 ordinary shares at
0.4p per ordinary shares. Previously, in year 2022, the Company
agreed with Mr C Johnson a consolidation and variation of terms of
the two unsecured convertible loan notes and direct debt held by
him. As a result of the consolidation and variation agreement, the
total amount owed to Mr C Johnson was converted into an unsecured
convertible loan note with an aggregate amount of £905,000, which
was set to expire on 31 July 2024 but was fully converted into
equity during the year. The conversion of the total amount owed to
him by the Company has resulted in the issue to Mr C Johnson of an
unsecured convertible loan note for an aggregate amount of
£905,000, expiring 31 July 2024, which was converted during the
year. Further to the conversion, Mr C Johnson has instructed
the Company's Broker, Peterhouse Capital Limited ("Peterhouse") to
immediately place the entirety of the 2022 Conversion Shares, at a
price of £0.00044 per share (a 12% discount to the mid-market
closing price of £0.0005 on 20 March 2024, the last practical date
prior to this announcement), raising £99,550. Of the £99,550 total
cash consideration received by Mr C Johnson for the 2022 Conversion
Shares, £50,000 is to be subscribed for by Paul Treadaway,
Trafalgar's Chief Executive Officer, and £10,000 by Gary
Thorneycroft, the Company's Group Financial Director.
Deferred
Shares:
On 13 July 2020 the Company undertook a sub-division
of its ordinary shares, which sub divided the 487,690,380 0.1p
ordinary shares of 0.1p each into 487,690,380 ordinary shares of
0.01p each and 487,690,380 0.09p deferred shares of 0.09p
each. The 0.09p deferred shares of 0.09p each were
consolidated into deferred shares of 0.9p each ranking pari passu
as one class with the existing deferred shares of 0.9p each.
Deferred shares do not entitle the holder to receive
notice of and to attend or vote at any general meeting of the
Company or to receive dividends or other distributions. Upon
winding up or dissolution of the Company the holders of deferred
shares shall be entitled to receive an amount equal to the nominal
amount paid up thereon, but only after holders of ordinary shares
have received £100,000 per ordinary share. Holders of deferred
shares are not entitled to any further rights of participation in
the assets of the Company. The Company has the right to
purchase the deferred shares in issue at any time for no
consideration.
13.
INTERCOMPANY TRANSACTIONS
The Company has taken advantage of the exemption conferred by FRS102 Section 33 "Related Party disclosures" not to disclose transactions undertaken with other wholly owned members of the Group. In
addition, there were no transactions with Forum Energy Services
Ltd, the provider of a shareholders loan, as per note
10.
14.
SUBSEQUENT EVENTS
2024 CLN
Issue
Further to the conversion of 2022 CLN, in order to
provide additional funds to the Company, Mr C Johnson has agreed to
reinvest the entirety of the £99,550 consideration he will receive
for the 2022 Conversion Shares back into the Company. In return,
Trafalgar will issue Mr C Johnson with a new, nil coupon, unsecured
convertible loan note (the "2024 CLN"). The 2024 CLN will be
convertible in full into 226,250,000 Ordinary Shares at £0.00044
per ordinary share ("2024 CLN Exercise Price") and can be converted
at any time by Mr C Johnson, subject inter alia to his entire
holding being less than 29.99 per cent of the voting rights in
issue in the Company.
As per Company Act 2006, the Company is required to
convene a general meeting in order to undertake a share
reorganisation (the "Reorganisation"). A circular ("Circular")
containing further details of the Reorganisation and notice of the
general meeting to approve the resolutions is required to implement
the Reorganisation, and was expected to be published and dispatched
to Trafalgar's shareholders last 31 May 2024, but a postponement
was announced on 30 May 2024 following a disclosure dated 29 May
2024 regarding a discussion on a potential reverse takeover and
that its shares is being suspended from trading on AIM, thereby
postponing the posting of the said Circular for the required
general meeting.
New Loan
Agreement with Ecap Esports Ltd.
On 3 June 2024, the Group announces that it has entered into a loan
agreement with Ecap Esports Ltd ("Ecap Esports"). Ecap Esports has
agreed to loan the Company the sum of £250,000, the proceeds of
which will be ringfenced to cover costs associated with the
recently announced proposed reverse takeover, should the
transaction not occur. In the event the proposed transaction does
not complete, any funds remaining following payment of all accrued
transaction fees shall be returned to the lender. The loan bears no
interest.
15.
CONTROLLING PARTY
The company has no controlling party.
Explanation of
resolutions at the Annual General Meeting
Information relating to resolutions to be proposed
at the Annual General Meeting is set out below. The notice of
AGM is set out on page 54.
Ordinary
business at the AGM
The following ordinary business resolutions will be
proposed at the AGM:
(a) Resolution
1: to approve the annual report and accounts. The
Directors are required to lay before the Company at the AGM the
accounts of the Company for the financial year ended 31 March 2024,
the report of the Directors and the report of the Company's
auditors on those accounts.
(b) Resolution 2: to
approve the re-appointment of MHA as auditors of the Company.
The Company is required to appoint auditors at each general meeting
at which accounts are laid, to hold office until the next such
meeting.
(c) Resolution
3: to approve the remuneration of the auditors for the next
year.
(d) Resolution
4: to re-appoint Paul Treadaway as a Director; Paul is
retiring by rotation and submitting himself for
re-election.
Special
business at the AGM
The following special business resolutions will be
proposed at the AGM:
(a) Resolutions 5
and 6: to renew residual authorities (i) to allot securities
under section 551 of the Companies Act 2006, in the amount of up to
£250,000 (250,000,000 ordinary shares of 0.1p), representing
approximately 38% of the existing issued ordinary share capital;
and (ii) to disapply pre-emption rights on the allotment of
securities for cash for the purposes of section 561 of the
Companies Act 2006, in the amount of up to £250,000 (250,000,000
ordinary shares of 0.1p), representing approximately 38% of the
existing issued ordinary share capital.
The authorities under these
resolutions would subsist until the conclusion of the Annual
General Meeting of the Company to be held in 2025 or, if earlier,
15 months after the date on which this resolution has been passed,
provided that the Company may, before such expiry, make an offer,
agreement or other arrangement which would or might require shares
and/or rights to subscribe for or to convert any security into
shares to be allotted after such expiry and the directors may allot
such shares and/or rights to subscribe for or to convert any
security into shares in pursuance of such offer, agreement or other
arrangement as if the authority conferred hereby had not
expired.
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the 2024 Annual General Meeting of the Company will be held at the Company's
offices at Chequers Barn, Bough Beech, Edenbridge, Kent TN8 7PD at 11am on 21 October 2024, for the following
purposes:
RESOLUTIONS
Ordinary
business
To consider and, if thought fit, to pass resolutions
1 to 4 as ordinary resolutions:
1. To
receive and adopt the directors' report, the auditor's report and
the Company's accounts for the year ended 31 March 2024.
2. To
re-appoint MHA as auditor in accordance with section 489 of the
Companies Act 2006, to hold office until the conclusion of the
Annual General Meeting of the Company in 2025.
3. To
authorise the Directors to determine the remuneration of the
auditor.
4. To
re-appoint Paul Treadaway as an executive director of the
Company.
Special
business
To consider and, if thought fit, to pass resolution
5 as an ordinary resolution and resolutions 6 as special
resolution:
5.
THAT, in addition to all existing authorities conferred on the
directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be authorised
generally and unconditionally pursuant to Section 551 of the
Companies Act 2006 as amended to exercise all the powers of the
Company to allot shares and/or rights to subscribe for or to
convert any security into shares, provided that the authority
conferred by this resolution shall be limited to the allotment of
equity securities and/or rights to subscribe or convert any
security into shares of the Company up to an aggregate nominal
value of £250,000 (250,000,000 ordinary shares of 0.1p), such
authority (unless previously revoked, varied or renewed) to expire
on the conclusion of the Annual General Meeting of the Company to
be held in 2025 or, if earlier, 15 months after the date on which
this resolution has been passed, provided that the Company may,
before such expiry, make an offer, agreement or other arrangement
which would or might require shares and/or rights to subscribe for
or to convert any security into shares to be allotted after such
expiry and the directors may allot such shares and/or rights to
subscribe for or to convert any security into shares in pursuance
of such offer, agreement or other arrangement as if the authority
conferred hereby had not expired.
6.
THAT, in addition to all existing authorities conferred on the
directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be and are hereby
generally empowered to allot equity securities (within the meaning
of Section 560 of the Companies Act 2006) pursuant to the general
authority conferred by resolution 5 above for cash or by way of
sale of treasury shares as if Section 561 of the Companies Act 2006
or any pre-emption provisions contained in the Company's articles
of association did not apply to any such allotment, provided that
the power conferred by this resolution shall be limited
to:
(a)
any allotment of equity securities where such securities have been
offered (whether by way of rights issue, open offer or otherwise)
to holders of equity securities in proportion (as nearly as may be
practicable) to their then holdings of such securities, but subject
to the directors having the right to make such exclusions or other
arrangements in connection with such offer as they deem necessary
or expedient to deal with fractional entitlements or legal or
practical problems arising in, or pursuant to, the laws of any
territory or the requirements of any regulatory body or stock
exchange in any territory or otherwise howsoever;
(b)
the allotment (otherwise than pursuant to sub-paragraph (a) above)
of equity securities up to an aggregate nominal value of £250,000
(250,000,000 ordinary shares of 0.1p), such authority (unless
previously revoked, varied or renewed) to expire on the conclusion
of the Annual General Meeting of the Company to be held in 2025 or,
if earlier, 15 months after the date on which this resolution has
been passed, provided that the Company may, before such expiry,
make an offer, agreement or other arrangement which would or might
require shares and/or rights to subscribe for or to convert any
security into shares to be allotted after such expiry and the
directors may allot such shares and/or rights to subscribe for or
to convert any security into shares in pursuance of such offer,
agreement or other arrangement as if the authority conferred hereby
had not expired.
Dated: 24 September 2024
|
Registered Office:
Chequers
Barn
Chequers
Hill
Bough
Beech
Edenbridge
Kent
TN8 7PD
|
By order
of the Board
Nicholas
Narraway
Secretary
|
Notes:
1.
Shareholders are strongly encouraged to participate in the meeting
by returning forms of proxy ahead of the meeting.
2. As a member
of the Company, you are entitled to appoint a proxy to exercise all
or any of your rights to attend, speak and vote at the Meeting and
you should have received a proxy form with this notice of
meeting. You can only appoint a proxy using the procedures
set out in these notes and the notes to the proxy form.
3. A proxy
does not need to be a member of the Company but must attend the
Meeting to represent you. Details of how to appoint the
Chairman of the Meeting or another person as your proxy using the
proxy form are set out in the notes to the proxy form.
4. You may
appoint more than one proxy provided each proxy is appointed to
exercise rights attached to different shares. You may not
appoint more than one proxy to exercise rights attached to any one
share. To appoint more than one proxy, you may photocopy the
enclosed proxy form.
5. If you do
not give your proxy an indication of how to vote on any resolution,
your proxy will vote or abstain from voting at his or her
discretion. Your proxy will vote (or abstain from voting) as
he or she thinks fit in relation to any other matter which is put
before the Meeting.
6. The notes
to the proxy form explain how to direct your proxy how to vote on
each resolution or withhold their vote.
To appoint a proxy using the proxy
form, the form must be:
(a) completed and
signed;
(b) sent or
delivered to the Company's Registrars, Neville Registrars Limited,
Neville House, Steelpark Road, Halesowen B62 8HD; and
(c) received by no
later than 11 a.m. on 17 October 2024.
Any power of attorney or any other
authority under which the proxy form is signed (or a duly certified
copy of such power or authority) must be included with the proxy
form.
7. To change
your proxy appointment, simply submit a new proxy appointment using
the methods set out above. Note that the cut-off time for
receipt of proxy appointments (see above) also apply in relation to
amended instructions; any amended proxy appointment received after
the relevant cut-off time will be disregarded.
Where you have appointed a proxy
using the hard-copy proxy form and would like to change the
instructions using another hard-copy proxy form, you may photocopy
the enclosed proxy form.
If you submit more than one valid
proxy appointment, the appointment received last before the latest
time for the receipt of proxies will take precedence.
8. In order to
revoke a proxy appointment, you will need to inform the Company by
sending a signed hard copy notice clearly stating that you revoke
your proxy appointment to Neville Registrars Limited, Neville
House, Steelpark Road, Halesowen, B62 8HD. Any power of
attorney or any other authority under which the revocation notice
is signed (or a duly certified copy of such power or authority)
must be included with the revocation notice.
The revocation notice must be
received by no later than 11 a.m. on 17 October 2024.
If you attempt to revoke your proxy
appointment but the revocation is received after the time specified
then, subject to the paragraph directly below, your proxy
appointment will remain valid.
Appointment of a proxy does not
preclude you from attending the Meeting and voting in
person.
9. Pursuant to
Regulation 41 of the Uncertificated Securities Regulations 2001,
only those members registered in the register of members of the
Company as at 6.00 p.m. on 17 October 2024 shall be entitled to
attend and vote at this Meeting in respect of the number of shares
registered in their name at that time. Changes to entries on
the relevant register of securities after such time shall be
disregarded in determining the rights of any person to attend or
vote at this Meeting.
