TIDMTRAF
RNS Number : 9104K
Trafalgar Property Group PLC
07 September 2021
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Final Results for the year ended 31 March 2021 and notice of
Annual General Meeting
Trafalgar (AIM: TRAF), the AIM quoted residential property
developer operating in southeast England, announces
its final results for the twelve months ended 31 March 2021.
The Company's Annual Report is being posted to shareholders
today, a copy can also be found on the Company's website. It
contains notice of the Annual General Meeting of the Company to be
held at the Company's offices at Chequers Barn, Bough Beech,
Edenbridge, Kent TN8 7PD at 11.00 a.m. on Thursday 30th September
2021.
Enquiries:
Trafalgar Property Group Plc +44 (0) 1732 700
James Dubois 000
Spark Advisory Partners Ltd - AIM Nominated
Adviser +44 (0) 20 3368
Matt Davis/James Keeshan 3550
Peterhouse Capital Limited - Broker
Duncan Vasey/Lucy Williams +44 (0) 20 7409 0930
C H AI RMAN'S STATEM ENT
for the y e ar end ed 31 March 2021
On behalf of t he Board, I present T rafalgar P roperty Gro up
Plc (the Gro u p), results f or the year en ded 31 March
202 1 w hich incl u des six pr o perty sales and two site
options co m pleted in the year. T he o verall result was
disappointin g, as can be seen in the attac hed Accou nts and
Strategic Report, alt h ou gh an i m pro v e ment on the previo us
yea r 's lo ss. We are co ntin u i ng to progress two existing land
options that we still hold but Covid-19 related issues are causing
delays in the planning process.
Financials
T h e year u n der review s aw the Gro up t u r n o ver at GBP
2,285,800 (2 0 20: GBP 1,970,1 0 6), with a lo ss a fter tax of
GBP 329,194 ( 2 020 : L o ss GBP 1,022,898), after taking into
ac c o unt e xceptio nal ite ms as detailed in n ote 19 to the acco
un t s .
Ma nag e m e nt h a ve per f o r med a review of the ass ets a
nd liabilities of t he un der l ying su b s i diaries w hich f o rm
t he value of t he a nticipated pro fits on on g o i ng d e velo p
m e nts.
Due to the u ncertainties a nd ti m i ng these planning appeals,
it has been ag reed by man a g e m e nt n ot to incl u de any f u t
u re anticipated pro fits of develo p m e n ts in t heir as sess m
e nt.
T h e ca sh on the bala nce s heet at the end of t he year w as
GBP 246,193 ( 20 20: GBP 27,969) and t he Gro up co nti nu es to
have s uf ficie nt bank fac ilities f or all planned acti vitie
s.
I n J u ly 2020 we co m pleted a share is sue raising GBP
750,000 of ca sh, bef ore ex pen ses, w h ich pro vided additional
ca sh reser ves f or o ur planned activitie s .
B usiness Enviro n ment and Outlook
On 24(th) November, 2020 Gary Thorneycroft was appointed as a
Director of the Group which strengthens the Board with his
particular expertise within the accountancy profession. This retai
ns a g ood balance of co m ple m e ntary skills on t he Board. We
are cu rrently pro g ressing of fers of f i nance alo n g side o ur
plan n i ng applicatio ns so t hat we sh ould be well placed to co
mmence o ur develo p m e nts as s oon as plan ning per mit s.
T h e ef fec ts of the C o vid- 19 pan d e mic h a ve a ffected
o ur bu sin e ss since March 2020 as sales of co m pleted u nits h
a ve been delayed by s o me m o nth s with the planning process
being negatively impacted by the effects of the pandemic. Fortunate
ly we had co m p leted the co nstruction p hase of th e se u nits
alt h ough there h a ve also been dela ys to the obtaining of pla n
ning per m i ssion f or other potential n ew s ites. L i ke m o st
b us i ness es, we are a ware of o ur need to co n d uct o u r selv
es caref ully to preser ve the health of o ur sta ff and custo mer
s.
I w o uld refer y ou to the Strategic Report that co vers o ur
acti vities in m ore detail.
J a m es D ubois
Chair m an
6 September 202 1
T r a f al g a r P rop e rty G roup P lc
S T R AT EG IC R E P O RT
f o r t he y ear e n d ed 31 M a r ch 2021
B usiness review, re sults and dividends
A ll trading and property a ssets of T rafalgar P roperty Gro up
Plc (Gro u p) are held in the n a me of t he Gro up or its su b
sidiaries as f ollo w s:
T r afalgar New Ho mes L i mited ( TNH) T rafalgar Retir e m e
nt+ L i mited ( T R+)
Sel mat L i mited (Selm at)
Combe B ank Ho mes (Oa k hu r st) L i mited (Oak h u r st) C o m
be Ho m es (Boro ugh Gree n) L i mited (Boro ugh Gree n)
A ll bank borr o w i n gs were the liability of TNH, the w h
olly o w ned s u b sid iary of t he Gro u p, however during the
year the bank borrowings were cleared. Mortgages of GBP924,373
exist on t he f o ur properties held by Sel mat. T he shares of t
he Gro up are q u oted on the L o n don Stock Ex c h a nge A IM mar
ket.
T h e principal activity of t he Gro up co ntin ues to be t hat
of h o me b u ilding and property develo p ment a nd t he co ns
olidated results of the y ear 's tradin g, are sh o wn below. T he
co ns olidated lo ss f or the year was GBP 329,194 (20 20: L o ss
GBP 1,022,898) after taking i nto acco u nt e xceptional ite ms as
m e ntio ned in n ote 19 to the acco unts.
Principal risks & uncertainties
Set o ut below are ce r tain r isk f act o rs w h i ch co uld h
a ve an i m p act on t he Gr o u p's lo n g -te rm per f o r m a
nce. T he facto rs d is c u s sed below s h o uld n ot be re gar
ded as a co mplete a nd co m pr e h e n s i ve s tat e m e nt of
all potential risks a nd u ncertainties fac i ng t he Gro u p.
T h e principal risks and uncer tainties fac i ng the Gro up
are:
1 . Direct co sts m ay e scalate and eat into g ro ss pro fit mar gin s.
2 . Heavy o ver heads m ay be i n c u rred especially w hen pro
jects have been co m pleted a nd bef ore others have been co m
menced.
3 . T he Gro up co uld commit too mu ch to future capital projects.
4 . T he Gro u p 's reliance on k ey m e m bers of sta f f.
5 . T he mar ket m ay deteriorate, d a maging liquidity of the
Group and f u t u re rev e nu e s. T he Gro up co nsiders that it m
itigates th e se ris ks with t he f oll o w i ng policies a nd
actio n s:
1 . T he Gro up af f ords its ban kers and other len ders a stro
ng level of a sset and i nco me co ver a nd m aintains g ood
relatio nships with a range of f u n ding s o u rces f r om w h ich
it is able to sec u re f i nance on fav o u rable ter m s.
2 . Direct co sts are o uts ourced on a f i xed price co ntract
basis, thereby passing on to the co ntractor all risk of co st o
ver s pen d, incl u d i ng f r om i ncrea sed material, labo ur or
other co sts.
3 . Mo st other pro fessio nal ser v ices are also o uts o u
rced, th us pro viding a k n o wn f i xed co st bef ore any pr o
ject is tak en f o r ward and av oiding t he risk t hat can ar i se
in e m plo ying i n - h o use pro fes sio nals at a high un prod
ucti ve o ver head at ti mes w h en acti vity is slac k.
4 . Buying decisions for capital projects are taken at Board
level, after careful research by the Directors per s o nall y, who
have substantial experience in various business sectors and
markets.
T h e Gro up has f ocused on a nic he mar ket sector of n ew h o
me develo p m e nts in t he ran ge of fo ur to t w e n ty un its.
With in this u nit size, co m petition to p u rchase devel op m e
nt sites f r om la nd bu yers is relatively wea k, as t his size is
unattractive to maj or natio nal a nd r e gio nal h o use b uilders
w ho req uire a lar ger scale to j us tify their ad m i n i
stration a nd o ver head s, w hil st being too m a ny u n i ts f or
the s maller in depen dent b uilder to fin a n ce or u n dertake as
a pro ject. Many competitors who also focus on this niche have yet
to recapitalise and are unable to raise finance.
5 . Many of the acti vities are outs o u rced and each of t he
Directors is f ully a ware of t he activities of all m e m ber
s.
6 . T he Gro up has a corporate g o ver nance policy appropriate
f or a small p u blicly listed c o m p a ny with a m bitions s u b
sta ntially to raise its pro file wit hin t he wider i nv e stor co
mm u nit y.
O perations review
A s um mary of t he res ults
f or t he year is as f ollo
w s :-
2 0 2 1 20 20
GBP GBP
Revenue for the year 2,285,800 1,970,106
Gross profit 322,006 154,068
Loss after taxation (329,194) (1,022,898)
Gro up tu r n o ver f or the year a m ou nted to GBP 2,285,800 (
20 1 9: GBP 1,970,106), r e presenting t he sale of six units at
Sheerness plus two land options purchased and sold (2020: two
residential properties plus car park space).
After tak i ng into accou nt the o ver heads of the Gro u p,
there was a lo ss rec orded f or the year of (GBP329,194) after
exceptio nal ite ms as detailed in n ote 19.
T h ere w ill be no tax c har ge a nd the C o m p a ny n ow h as
tax lo sses bei ng carried f o r ward of GBP 4,645,489 (20 20: lo
sses GBP 4,381,991).
T h e lo ss per share d u ring t he year w as ( 0.34p ), ( 2
020: l o ss per share 0.21p).
As can be seen f r om the above , t he Gro up failed to ac hie
ve a pro fit f or t he year u n der review an d during the year all
r e mai n i ng residential un its have been s old being the
remaining six units at t he Sheer n e ss Site. There are currently
two site options in Send & Leatherhead upon which planning was
not granted and for which now appeals have been lodged with f u r t
her optio n opportunities being ex plored.
Directors' duties under S172
T h e Directors believe that, individ ually a nd to get her, th
ey have acted in the w ay t h ey c o nsider, in g ood faith, w o
uld be m o st li kely to pro m ote the s uccess of t he Group f or
the ben e fit of its m e m bers as a w h ole, having regard to the
stak e h olders and m atters set o ut in s 172(1)( a -f) of the Co
m p a nies Act 2006 in the decisio ns tak en d u ring the year en
ded 31 Ma rch 2021.
Our Board of Directors r e main a ware of t heir respon sibilit
ies both wit hin and o utside of the Gro u p. Wit h in t he li
mitations of a Gro up with so f ew e m plo yees we e n dea v o ur
to f ollow t hese prin ciples:
Purpo se, vision and s trateg y : this is set o ut on pages 5-7
on this Strategic Report and we recog nise o ur role in identi f y
i ng opportunities to develop h o mes a nd apartm e n ts to the
best q uality s tan dard s.
G roup policies : t hese are revie wed a n nually and sta ff and
Directors are enco u r a ged to i m pr o ve t heir skillset as
appropriate.
Culture and peo ple : we f ully s u pport a cultu re w here all
custo mer s, sta ff and s u ppliers are treated in an open and h o
nest fas hio n, ir respective of race, g e n der, eth nic,
disabilities or other sce nario s.
Boa rd s tructure : t he role of the Board is revie wed ann u
ally with a clear f o c us on t he s pecific roles ass i gned to
each i n divid ual to enable the Board to p r operly s u pport each
m e m ber of staf f.
Freedom within a fra mew o r k : we are developing a n ew fr a m
e w o rk f or co mm u nicati ng this f reed om in a strai gh t - f
o r ward meth odo l og y.
Risk and internal control fra mew ork : r i s ks and controls
are su b ject to discussion at quarterly Board meeti n g s. Every
pro ject un dertaken by the Gro up is an a l ysed w ith a view to
li miting t he ris ks to t he Gro up and its Sta keh olders b e f
ore proceeding w ith i m ple m e ntatio n.
K ey perform ance indicators (KPIs)
Ma nag e m e nt are clo sely i n v olved in t he d ay to d ay
operatio ns of the Gro up and constantly monitor ca s h flo ws and
ex pen dit u re. Ho wever, Manag e m e nt belie ve t he k ey in
dicators of per f o r m a nce f or the Gro up are t he reven ue a
nd pro fitability ac hieved d u r i ng the period. T hese mea s u
res are disclo sed abo ve in t he operations revie w.
Develo p m ent Pipeline & outlook
T h e year un der review was n ot wit h o ut its difficulties.
In t he residential division dela ys o ccu rred on the b uilding
pro g ramme f or the vario us p r operties that were still in the
co u r se of co nstr uctio n, or being fin i shed o ff, with co
ntractors appointed to co m plete the w orks b ut u nable to f
ollow the ti metable laid d o wn f or co m pletion of th o se w or
ks. T he delays lead to escalati ng i nterest co s ts on borro wing
and theref ore af fected the pro fita bility of t he co m pleted un
its t hat were f or sale, on t he dis po sal of the s a me. During
the year all remaining 6 units at the Sheerness site sold.
Cu rr ently t he Gro up h olds f o ur rented properties within
its subsidiary. These properties valued at GBP 1,975,0 00 as inv e
s t m e nt properties have generated rental income and are let on
Assured Shorthold Tenancy Agreements, generating rental income
substantially in excess of the borrowing cost of each property.
W h ilst T R+ co nti n ue to id e n tify a nd sec u re n ew land
opportun ities f or e xtra/care a nd as sisted liv i n g, t h ey
are eq ually f o c used on obtain i ng a s ucces s f ul o utco me
on sites c u rrently un der option an d/or in f or plan n i n g.
Once plan n i ng has been achie ved the s ites can be b uilt o ut
and placed f or sale on the open mar ket, or in the ca se of t he s
maller residential sch e m e s, s old on with pla n nin g, both
options being profitable to the bu s i ness. Optio ns h a ve been
sec u red for residential develo p ment in A s htead, & Ep s o
m and subsequently sold for profit during the year. Going forward
options still remain on Leather head and Send but planning has not
been forthcoming and this is now lodged for appeal. It is o ur i
ntention to develop the Leather head and Send sites o nce the
favourable outcome of the appeal is known.
Financial Ins t r u ments
I n f o r m a tion relati ng to t he f i nancial i nstr u m e n
ts is n ow i ncl u ded in the Di rector s' Report on pages 8 -
11.
Paul Treada w ay
Director
6 September 202 1
T r a f al g a r P rop e rty G roup P lc
D IRE C TO RS' R E P O RT
f o r t he y ear e n d ed 31 M a r ch 2021
DIRECT O RS' REPORT
T h e Directors present their R e port a nd A u dited Fi nan
cial State m e nts f or the year e n ded 31 March 2021.
Resul ts a nd dividends
T h e results f or the year are set o ut on page 19.
T h e Directors do n ot reco mm e nd the p a ym e nt of a final
d i v i dend f or the year (2020: nil).
Directors
T h e f ollo w i ng Directors h a ve held o f fice s i nce 1 A
pril 2020 and have all ser ved f or the en tire acco unti ng year
:- N A C L ott
J Du bois
P A Treadaway
A ppo inted in year:
G Thorneycroft- 24 November 2020
T h e C o m p a ny has in place an in s u rance policy in
relation to Directors in d e mnity d u r i ng both year s.
Conflicts of intere st
U n d er t he ar ticles of a s s o ciati on of t he co m pa ny a
nd in acc ord a n ce w ith t he p r o v i sio ns of t he C o m pa n
ies Act
20 0 6 , a Di rector m u st a v o id a sit u a ti on wh ere he h
a s, or can h a v e, a d i rect or i n d i rect i n t ere st t h at
co nf li c ts, or po ssi b ly m ay co nf li ct wi th t he c o m pan
y's i n t ere sts. H owe v er, t he Di rec t ors m ay a u t h or
ise co nf li c ts a nd po t e n t i al co nf li c ts, as t h ey
deem appro p r i a t e. As a s a f e gu ard, o n ly Di rec t ors w
ho ha ve no i n ter e st in t he m a tter bei ng co n sidered w ill
be ab le to t a ke t he r ele v a nt dec isio n, a nd t he Di recto
rs w ill be able to i m po se li mits or co n ditions w h en g i v
i ng a uth oris ation if th ey t h i nk this is appro p riate. Du
ring the fin a ncial year en ded
3 1 March 20 2 1, the Directors have a u t h orised no su ch con
flicts or potential co n f licts.
Directors' interests in the shares of the Company, including
family interests, at 31March 2021 were as follows: -
Directors' interests in
shares 31 . 03 . 202 1 31 . 03 . 2020
Or d i n a r y s Or d i n a r y s h ares
h ares - 0 . 1p - 0 .0 1p each
each
J Dubois 400,000 4,000,000
N Lott 50 , 00 0 500 , 00 0
D C Stocks - 80,330,532
P Treadaway 19,733,466 106,484,658
G Thorneycroft 600,000 -
31.03.2021 31.03.2020
Deferred shares - 0.9p each Deferred shares - 0.9p each
No. held No. held
J Dubois 1,900,000 1,500,000
N Lott 550,000 500,000
D C Stocks - -
P Treadaway 10,648,466
-
G Thorneycroft -
-
Shares shown for the year to 31 March 2021 are stated following
consolidation of ordinary shares from 0.01p to 0.1p and deferred
shares from 0.09p to 0.9p.
On 13 July 2020 each ordinary share of 0.1p was sub-divided into
one ordinary share of 0.01p each and one deferred share of 0.09p
each,
On 14 July 2020 937,500,000 ordinary shares of 0.01p were issued
at 0.08p per share (including a share premium of 0.07p per share)
under a placing to raise GBP 750,000 before costs of GBP 66,863. A
loan note instrument
was entered into with Mr C C Johnson on 13 July 2020 as part of
an arrangement to reorganize loans between himself and the Group.
Warrants to subscribe for up to 937,500,000 ordinary shares of
0.01p were granted to placees on a one for one basis exercisable
for a period of two year from 14 July 2020, and were also granted
to Peterhouse Capital Limited to subscribe for shares equivalent up
to 3% of the issued ordinary share capital from time to time, for a
period of two years from 14 July 2020. Finally on 29 December 2020
the ordinary shares of 0.01p each were consolidated into ordinary
shares of 0.1p each. Further details on all these items are given
in Note 15 to the accounts.
C C J o h n s o n, A D J o hns on were shareh olders (but not
directors) as at 31 March, 2020 & 31 March, 2 02 1.
Ot her subs tantial sh areho ldings
As at 2 September 2021, being t he late st practicable date bef
ore the is sue of t h e se f i nancial state m e n t s, t he co m p
a ny had been n oti fied of the f ollo w i ng s hareh oldings which
co nstitute 3% or m ore of the total is sued s hares of the co m p
a ny at t hat date.
Or d i n a r y
s h are s S h are h o
N o 0.1p l d ing
%
C .C. J o hns on 18,681,580 13 . 1 1
P Treadaway 19,773,466 13.87
R & C Edwards 12,955,720 9.09
Sta t e ment of directors' re s p onsibilities
C o m p any law req uires the Di rectors to prepare finan cial s
tate m e nts f or each fin a ncial y ear. Un der that law the
Directors h a ve elected to prepare the co ns olidated fin a ncial
state men ts in accordance with International Financial Reporting
Standards (IFRS) and IFRS in conformity with the requirements of
Companies Act 2006 a nd the C o m p a ny f i n a ncial state ments
in accordance w ith F RS 102 and ap plicable la w. Un der co m pany
law the Directors m u st n ot appro ve the fin a ncial state m e
nts unle ss t h ey are satis fied that t h ey g i ve a true and
fair view of the state of a f fairs of t he Gr o up and of t he pro
fit or lo ss of the Gro up f or t hat year. In preparing t hese fin
a ncial state men t s, the Directors are req uired to:
s elect s uitable accou nti ng policies a nd th en app ly t h em
co n sistentl y;
m ake j u d g e m e n ts and esti mates that are rea s o nable
and prudent;
s tate w hether applicable Acc o un ting Stan dards h a ve been
follo wed, s u b ject to any material departu res disclo sed and ex
plained in the fin a ncial state ments;
pr epare the fin a ncial state m e nts on t he g o i ng co nce
rn basis unle ss it is i nappropriate to p resu me t hat the
Gro up will co nti nue in bu sin e ss.
T h e Directors are respo nsible f or keep i ng adeq uate accou
nti ng records that are s u f ficie nt to sh ow a nd ex plain the
Gro u p 's tran sactions a nd dis clo se with rea s o nable ac c u
racy at a ny ti me the fin a ncial po s ition of t he Gr o up and
enable t h em to e n s u re t hat t he f i nancial state m e n ts
co m p ly w ith t he C o m panies A ct 2006. T h ey are al so respo
nsible f or s a f e guard i ng t he as sets of the co m pany a nd
hence f or taking rea s o nable s teps f or the prev e ntion and
detection of f r a ud and other irregularities.
T h ey are f u r t her respo nsible f or en s u r i ng t hat t
he Strate g ic Report and the Report of the Di rectors and o t her
in f o r mation i ncl u ded in the An n ual Report and Fin a ncial
State m e nts is prepared in acco r dance with applicable law in t
he Un ited Kin g d o m.
T h e mai nte n a nce and i nteg r ity of the Gro up web s ite
is t he r e s po nsibility of t he Director s; t he w o rk carried
o ut by the au ditors does n ot in v olve the co nsideration of t
hese matters an d, according l y, t he au ditors accept no respo
nsibility or any c han g es that m ay h a ve occ u rred in the acco
unts s i nce th ey were initially presented on the web s ite.
L e g islation in t he U nited Ki n g d om g o verning t he
preparation and dis s e mination of the acco un ts and t he o t her
in f o r mation i ncl u ded in ann u al reports m ay differ f r om
le g islation in o t her j u ris dictio ns.
Corporate G overnance Sta t e m ent
T h e Board of the Gro up rec o gn i se t he val ue of g ood cor
p orate g o ver n a nce a nd im plemented co r p o rate g o ver
nance p r oce d u res during the previous year and continued to use
these during the financial year to 31 March 2021. These procedures
are ap p r op riate f or the p resent size of the entity having
given d ue regard to the C o r p o rate Go ver nance Code f or S
mall and Mid -Size Qu o ted C o m panies issu ed by the Qu oted C o
m panies Allian ce ("QC A"). The C o m pany has dec i d ed to a p
ply the QCA C or p o rate Go ver nance Co de ( "QCA C o de") issu
ed by the QCA in May 20 18 and has p ublish ed on its web site deta
ils of the QCA C o de, h ow the C o m pany has co m plied with the
QCA C ode an d, w here it d e parts fr om the QCA Co d e, an ex p
lanation of the reaso ns f or d oing s o . The Board has considered
the Streamlined Energy and Carbon Reporting requirements and
conclude that the Group has not consumed more than 40,000 kWh of
energy and therefore qualifies as a low energy user and is exempt
from reporting under these regulations.
Boa rd Structure
T h e B oard co nsists of four Direct ors (2020: three) of w
hich three are exec utive and one n on-exec utive, a ll of w h om h
old shares in the G ro u p.
T h e B oard m ee ts as a nd wh en re q u i r ed a nd is s a t
is f i ed t hat it is prov i ded wi th i n f o r ma ti on in an
appropr i a te f o rm a nd q u a li ty to e n a b le it to d is c h
a r ge i ts du t i e s. All Di re c t ors are re q u i r ed to re t
i re by rotation with o ne quarter of the Board see k i ng r e -
election each year.
Due to the c u rrent size of t he Gro u p, the d uties t hat w o
uld nor mally be attrib uted to T he N o mination C o mm ittee,
have been u n dertak en by the B oard as a w h ole.
T h e Board h as underta k en a fo r mal ass e s s m e nt of t
he a u dit o r's i n d e p e n de nce a nd w ill co nti nue to do
so at least an n uall y. T his ass e s s m e nt in clu des:
a review of n on- a u dit ser vices pro vided to the co m pany
and the related fee s;
a re v i ew of t he a u d it or's o wn pr o ced u res for e n s
u r i ng t he i n depe n de n ce of t he a u d it f i rm a nd par
ti es and staff i n v olved in t he a u dit, inclu d i ng reg ular
rotation of t he au dit partner; a nd
ob taining con fir m ation f r om t he au ditor that, in t heir
pro fessio nal j u d g e m e nt, t h ey are i n depen dent.
I nternal Controls
T h e B oard is r e s p o n s i b le f or t he Gr o u p's s y
stem of i n ter n al co ntro ls a nd for re v i e w i ng t heir e
ffecti v e n e s s. T he i n ter n al co n t ro ls are d e si g n
ed to e n s u re t he reliability of f i n a ncial i nfo r m ati on
f or b o th i nter nal a nd e xter nal p u rpo ses. T he Directors
are satis fied that t he cu rrent co ntrols are ef fective w ith
regard to the size of t he Gr o u p. Any i nter nal co ntrol s y
stem can o n ly pr o vide rea s o nab le, b ut n ot ab s o l u te a
s s ur a nce agai n st m aterial mis- state ment or lo ss. Gi ven
the size of t he Gro u p, t he Board has as sessed that there is c
urrently no need f or an inter n al a u dit f u nctio n.
Financial Ins t r u ments
T h e Gro u p 's principal f i nancial in stru m e nts co m pr i
se ca sh at bank, bank lo a ns, other loans a nd various ite ms wit
h in c u rrent as sets and c u rrent liabilities t hat arise
directly f r om its operatio ns. T he Dir ectors co nsider that the
k ey f i n a ncial risk is liq u i dit y. T his risk is ex plai ned
in t he section headed ' P rincipal ris ks a nd u ncertainties' in
the An n ual Report a nd Accou nts on p a ge 5.
I n f o r m a tion relati ng to t he f i nancial i nstr u m e n
ts is n ow i ncl u ded in the Strategic Report on pages 5 - 7.
Future Develo p ments
I n f o r m a tion relati ng to f utu re develo p men ts is i
ncl u ded in the Strategic Report on pages 5 -7.
Provision of inform ation to auditor
Each of the per s ons w ho are Directors at the ti me w h en
this Director s' Report is ap pro ved has con fir med that:
s o far as t hat Director is a ware, there is no relev a nt a u
dit i n f o r mation of w hich t he Gro u p's au ditor is
un a w are; and
that Director has ta k en all t he steps that o u g ht to h a ve
been taken as a Director in order to be aware of any i n f o r
mation needed by t he Gro u p 's a u ditor in co nnection with
preparing t heir report a nd to establish that t he Gro u p's au
ditor is aware of the in f o r matio n.
Audi tor
T h e au ditor, MHA MacI n t y re Hu d s o n, will be propo sed
f or r e -appoin t m e nt in accordance with Section 489 of the C o
m p a nies Act 2006.
T h is report was appro ved by t he Board and signed on its
behalf.
Paul Treada w ay Direct or
6 September 2021
T r a f al g a r P rop e rty G roup P lc
INDEPENT AUDITOR'S REPORT TO THE MEMBERS OF TRAFALGAR PROPERTY
GROUP PLC
f o r t he y ear e n d ed 31 M a r ch 2021
For the purpose of this report, the terms "we" and "our" denote
MHA MacIntyre Hudson in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of Trafalgar Property Group plc. For the purposes of the
table on pages 14 to 15 that sets out the key audit matters and how
our audit addressed the key audit matters, the terms "we" and "our"
refer to MHA MacIntyre Hudson. The Group financial statements, as
defined below, consolidate the accounts of Trafalgar Property Group
plc and its subsidiaries (the "Group"). The "Parent Company" is
defined as Trafalgar Property Group plc. The relevant legislation
governing the Parent Company is the United Kingdom Companies Act
2006 ("Companies Act 2006").
Our opinion
We have audited the financial statements of Trafalgar Property
Group plc for the year ended 31 March 2021.
The financial statements that we have audited comprise:
-- Group Income Statement and Statement of Comprehensive Income.
-- Group and Company Statements of Financial Position
-- Group and Company Statements of Changes In Equity
-- Group Statements of Cash Flows
-- Notes 1 to 21 of the consolidated financial statements,
including the accounting policies & notes 1 to 14 of the parent
company financial statements, including the accounting
policies.
The financial reporting framework that has been applied in their
preparation is applicable law and international accounting
standards in conformity with the requirements of the Companies Act
2006.
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 2021 and the Group's
loss for the year then ended.
-- have been properly prepared in accordance with UK adopted
international accounting standards and international accounting
standards in conformity with the requirements of the Companies Act
2006 and
-- have been prepared in accordance with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the
Directors.
Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described in the
Auditor's Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of the Group
in accordance with the ethical requirements that are relevant to
our audit of the financial statements in the UK, including the
FRC's Ethical Standard as applied to listed entities, and we have
fulfilled our ethical responsibilities in accordance with those
requirements. We believe that the audit evidence we have obtained
is sufficient and appropriate to provide a basis for our
opinion.
Material uncertainty related to going concern
We draw your attention to the going concern section of the
accounting policies in the financial statements which states that
the Group incurred substantial losses during the year and the
continued requirements 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 exists that may cast
significant doubt on the group's ability to continue as a going
concern. Our opinion is not modified in respect of this matter.
Our evaluation of the Directors' assessment of the Group and
Parent Company's ability to continue to adopt the going concern
basis of accounting included:
-- The consideration of inherent risks to the Company's
operations and specifically its business model.
-- The evaluation of how those risks might impact on the
Company's available financial resources.
-- 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.
-- Liquidity considerations including examination of cash flow projections.
-- Solvency considerations including examination of budgets and
forecasts and their basis of preparation, including review and
assessment of the model's mechanical accuracy and the
reasonableness of assumptions included within.
-- Consideration of availability of funds required to settle
funding facilities due for repayment during the going concern
review period. Assessing the reasonableness and practicality of the
mitigation measures identified by management in their conservative
case scenario and considered by them in arriving at their
conclusions about the existence of any uncertainties in respect of
going concern.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
Overview of our audit approach
Materiality 2021 2020
------------------ -------------------------- ------------------------- ---------------------
Group GBP58,500 GBP68,000 2% of Gross Assets
Parent GBP22,000 GBP7,000 2% of Gross Assets
Key Audit Matters
------------------ -------------------------------------------------------
Group
* 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 and, as required for public interest entities,
our results from those procedures. 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.
Undisclosed Related Party Transactions
------------------------------------------------------------------------------
Key audit The Group enters into a significant number of
matter description 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.
------------------- ---------------------------------------------------------
How the scope Our procedures included an assessment of the presentation
of our audit of related party transactions in the financial
responded to statements, this focused primarily on the Directors
the key audit loan accounts.
matter We reviewed movements on these balances in the
year and vouched items to supporting evidence.
We discussed with management the nature and purpose
of these items and considered whether disclosure
sufficiently addressed these matters.
In addition, we obtained written confirmations
of the balances from all disclosed parties and
confirmed key terms to agreements.
------------------- ---------------------------------------------------------
Key observations We concluded that the classification and disclosure
of related party transactions is complete and
appropriate.
------------------- ---------------------------------------------------------
Our application of materiality
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.
Materiality in respect of the Group was set at GBP58,500 (2020:
GBP68,000) which was determined based on 2% of gross assets
in both years. Gross assets were deemed to be the most appropriate
metric for materiality as this is primarily what the users
of the financial statements are concerned with.
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.
Performance materiality for the Group was set at GBP35,100
(2019: GBP40,800) which represents 60% (2020: 60%) of the above
materiality levels.
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.
Materiality in respect of the parent was set at GBP 22,000
(2020: GBP7,000) which was determined based on 2% of gross assets.
Performance materiality for the parent company was set at GBP13,200
(2020: GBP4,200) which represents 60% (2020: 60%) of the above
materiality levels.
We agreed to report any corrected or uncorrected adjustments
exceeding GBP2,925 to the directors as well as differences
below this threshold that in our view warranted reporting on
qualitative grounds.
The scope of our audit
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 6 reporting components all of which were
considered to be significant components of the Group, Trafalgar
Property Group Plc, Trafalgar New Homes Limited, Trafalgar
Retirement + Limited, Combe Bank Hones (Oakhurst) Limited, Combe
Homes (Borough Green) Ltd and Selmat Limited. The significant
components were subjected to full scope audits for the purposes of
our audit report on the Group financial statements.
Reporting on other information
The other information comprises the information included in the
annual report other than the financial
statements and our auditor's report thereon. The directors are
responsible for the other information contained within the annual
report. Our opinion on the financial statements does not cover the
other information and, except to the extent otherwise explicitly
stated in our report, we do not express any form of assurance
conclusion thereon. Our responsibility is to read the other
information and, in doing so, consider whether the other
information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the audit, or
otherwise appears to be materially misstated. If we identify such
material inconsistencies or apparent material misstatements, we are
required to determine whether this gives rise to a material
misstatement in the financial statements themselves. If, based on
the work we have performed, we conclude that there is a material
misstatement of this other information, we are required to report
that fact.
We have nothing to report in this regard.
Opinions on other matters prescribed by the Companies Act
2006
In our opinion, based on the work undertaken in the course of
the audit:
-- the information given in the strategic report and the
directors' report for the financial year for which the financial
statements are prepared is consistent with the financial
statements; and
-- the strategic report and the directors' report have been
prepared in accordance with applicable legal requirements.
Matters on which we are required to report by exception
In the light of the knowledge and understanding of the Group and
the Parent Company and its environment obtained in the course of
the audit, we have not identified material misstatements in the
strategic report or the directors' report.
We have nothing to report in respect of the following matters in
relation to which the Companies Act 2006 requires us to report to
you if, in our opinion:
-- adequate accounting records have not been kept by the Parent
Company, or returns adequate for our audit have not been received
by branches not visited by us; or
-- the financial statements of the Parent Company 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, the directors are responsible for the preparation of the
financial statements and for being satisfied that they give a true
and fair view, and for such internal control as the directors
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group's and the parent Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern and using the going concern basis
of accounting unless the directors either intend to liquidate the
Group or the parent Company or to cease operations, or have no
realistic alternative but to do so.
Auditor's responsibilities for the audit of the financial
statements
Our objectives are to obtain reasonable assurance about whether
the financial statements as a whole are free from material
misstatement, whether due to fraud or error, and to issue an
auditor's report that includes our opinion. Reasonable assurance is
a high level of assurance but is not a guarantee that an audit
conducted in accordance with ISAs (UK) will always detect a
material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of these financial statements.
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line with our
responsibilities, outlined above, to detect material misstatements
in respect of irregularities, including fraud.
Because of the inherent limitations of an audit, there is a risk
that we will not detect all irregularities, including those leading
to a material misstatement in the financial statements or
non-compliance with regulation. This risk increases the more that
compliance with a law or regulation is removed from the events and
transactions reflected in the financial statements, as we will be
less likely to become aware of instances of non-compliance. The
risk is also greater regarding irregularities occurring due to
fraud rather than error, as fraud involves intentional concealment,
forgery, collusion, omission or misrepresentation.
The specific procedures for this engagement and the extent to
which these are capable of detecting irregularities, including
fraud is detailed below:
-- Obtaining an understanding of the legal and regulatory
frameworks that the Group operates in, focusing on those laws and
regulations that had a direct effect on the financial statements.
The key laws and regulations we considered in this context included
the UK Companies Act 2006, AIM regulations and applicable tax
legislation. In addition, we considered compliance with the UK
Bribery Act and employee legislation, as fundamental to the Group's
operations.
-- Enquiry of management to identify any instances of
non-compliance with laws and regulations.
-- Enquiry of management around actual and potential litigation and claims.
-- Enquiry of management concerning actual and potential litigation and claims.
-- Enquiry of management to identify any instances of known or suspected instances of fraud.
-- Discussing among the engagement team regarding how and where
fraud might occur in the financial statements and any potential
indicators of fraud.
-- Reading key correspondence with regulatory authorities such
as the Financial Reporting Council.
-- 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; and
-- Challenging assumptions and judgements made by management in
their significant accounting estimates, in particular with respect
to the valuations of investments and bonds.
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.
Use of our report
This report is made solely to the Company's members, as a body,
in accordance with Chapter 3 of Part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and the Company's members as a body,
for our audit work, for this report, or for the opinions we have
formed.
Andrew Moyser FCA FCCA
(Senior Statutory Auditor)
for and on behalf of MHA MacIntyre Hudson , London
Statutory Auditor
6 September 2021
T r a f al g a r P rop e rty G roup P lc
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
f o r t he y ear e n d ed 31 M a r ch 2021
Year Year
ended en ded
3 1 M arch 3 1 March
2021 2020
Note
GBP GBP
R ev e n ue 1 2,285,800 1,970,106
(1,963,794
C o s t of s ales ) (1,816,038)
Gro ss pro fit 322,006 154,068
(463,963 (541,397
A d m i n istrati ve ex p e ns es ) )
--------------- ---------------
(141,957 (387,329
O perating (lo ss) 3 ) )
( L o ss ) before intere st and exceptional (141,957 (387,329
items ) )
Other inco me 2 27,023 -
(595,452
Exceptio nal ite ms 19 - )
I n terest p a yable and s i m ilar char (214,260
ges 5 ) (40,117)
--------------- ---------------
(329,194 (1,022,898
( L o ss ) before ta x ation ) )
T ax payable on (lo ss) on ordinary ac 6 - -
tiv ities
( L o ss ) after ta x ation f or the
year a t tributable to equity holders
of the parent (329 ,194) (1,022,898)
Other co m preh e ns i ve i nco me attrib
utable to eq uity h olders of the parent - -
T ota l c o mprehensive (lo ss) f or (329,194 (1,022,898
the year ) )
( L o ss ) attributable to:
(1,022,898
Eq uity h olders of the Parent (329 ,194) )
T ota l co mprehensive (lo ss) f or the
year attributable to:
(329,194 (1,022,898
Eq uity h olders of the Parent ) )
( L OSS) PER ORDI N A RY SHARE: Basic/diluted 7 (0.34)p (0.21)p
A ll r e sults in the c u rrent a nd preceding fin a ncial year
derive f r om co nti n u i ng operatio ns.
T h e n otes on pages 22 to 41 are an inte g ral part of th e se
co n s olidated fin a ncial state m e nts
Trafalgar Property Group Plc
C ON S OL IDA TED STATE M ENT OF F INAN C IAL P O S I T ION
F or the y e ar ended 31 M arch 2021
3 1 M arch 3 1 March
Note 2021 2020
T O T A L ASS E TS GBP GBP
Non-current a ssets
P lant a nd eq uip m e nt 8 1 ,516 1 ,423
1,97 5,0
I nv e s t m e n t property 9 00 1,975,000
1 ,97 6,516 1,976,423
Current a ssets
I nv e n to ry 12 78,608 1,212,692
T r a d e and other receivables 10 33,455 42 ,2 99
C ash and ca sh eq u i vale nts 11 246,193 27,969
358,256 1,282,960
-------------------- ------------------
T ota l a ssets 2,334,772 3,259,383
-------------------- ------------------
E Q UI T I ES & LIABI L I T I ES
Current liabilities
T r a d e and other payables 13 478,514 548,804
Bor r o w ings 14 - 555, 000
-------------------- ------------------
478 ,514 1,103,804
Non-current liabilities
Deferred tax 6 - -
Bor r o w ings 14 4 ,818,488 5,575,884
--------------------
5 ,29 7,0
T ota l liabilities 02 6,679,688
Net (liabilities)/a ssets
E quity attributable to equity holders
of the Co mpany (2,962,230) (3,420,305)
C alled up s hare capital 15 2,726,817 2,633,067
Share pr e m i um acco unt 3,250,249 2,660,862
(2 ,8 1 (2 ,8 1
R ever se ac q uisition reser ve 7,6 33) 7,6 33)
Loan note equity reserve 15 & 17 104,132 -
(6,225,795 (5,896,6
P ro f it & lo ss accou nt ) 01 )
(2,962,230 (3,420,305
T ota l Equity ) )
-------------------- ------------------
3,259,
T ota l Equity & Lia bilities 2,334,772 383
-------------------- ------------------
T h ese financial s tatements w e re a p p r o v ed by the B o
ard of Direc t o rs and autho ris ed f or i ssue on 6
September,
2 02 1 and are signed on its behalf b y:
P T rea d a w a y:
.............................................. G Thorneycroft:
................................................
T h e n otes on pages 22 to 4 1 are an inte g ral part of th e
se co n s olidated fin a ncial state m e nts.
Trafalgar Property Group Plc
C ON S OL IDA TED STATE M ENT OF CHANGES IN EQUITY
As at 31 March 2021
Share Share Loan Note Reverse Retained Total Equity
Capital Premium Equity acquisition profits/
Reserve reserve (losses)
GBP GBP GBP GBP GBP GBP
At 1 April
2019 2,570,567 2,510,462 - (2,817,633) (4,873,703) (2,610,307)
Loss for the
year (1,022,898) (1,022,898)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
Total
comprehensive
Income for the
year (1,022,898) (1,022,898)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
Issue of
shares 62,500 187,500 250,000
Share issue
costs (37,100) (37,100)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
At 31 March
2020 2,633,067 2,660,862 - (2,817,633) (5,896,601) (3,420,305)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
At 1 April
2020 2,633,067 2,660,862 - (2,817,633) (5,896,601) (3,420,305)
Loss for the
year (329,194) (329,194)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
Total
comprehensive
Income for the
year (329,194) (329,194)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
Loan note
equity
reserve 104,132 104,132
Issue of
shares 93,750 656,250 750,000
Share issue
costs (66,863) (66,863)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
At 31 March
2021 2,726,817 3,250,249 104,132 (2,817,633) (6,225,795) (2,962,230)
----------------- ------------------ ---------------- --------------------- ------------------- --------------------
Th e rever se acq uisition reser ve was created in accordance
with IFRS3 ' Bu s i ness C o m bination s '. T he reser ve arises d
ue to t he eli m i nation of the C o m p a n y 's i nv e s t ment
in TNH ( f o r mer ly C o m be Bank Ho m es L i mited). Since the s
hareh olders of TNH bec a me the maj ority sh a reh olders of t he
e nlar ged g r o u p, the ac q uis ition is acco unted f or as t h
ough th e re is a co ntin uation of t he legal s u b sidiar y 's f
i n a ncial state m e nts. In r e ver se acq uisition accou nti n
g, t he b us i ness co m b i nation's co s ts are dee med to have
been incu rred by t he le gal su b sidiar y. Retai ned pro fit/(l o
sses) relate to the pro f its/lo sses ea r ned by the b us i n e ss
t hat have n ot been distrib uted and h a ve b uilt up o ver the
years of tradin g.
Further details of share issues in the year are shown in note 15
to the accounts.
T h e n otes on p a ges 22 to 4 1 are an inte g ral part of
these co ns olidated f i n a ncial stat e ments.
Trafalgar Property Group Plc
CON SOL IDATED S TATEMENT OF CA SH F LOWS
F or the y e ar ended 31 M arch 2021
2021 2020
GBP GBP
Ca sh flow f r om operating activities
(329,194
( L o ss ) a fter taxation ) (1 ,022,898)
Dep reciation 506 902
Decrea se in i nv e nto ry 1 ,134,084 1,303 ,640
(Increase)/decrea se in receivables (8,844) 49,783
(Decrease)/i n crea se in p a yables (70 ,290) 10 6,601
Taxation - -
I n terest p a yable and s i m ilar char ges 214,260 118,177
Net ca sh inflow from opera ting activities 940,522 556,205
I nvesting activities
P u r chase of ta n gible f i xed assets (599) (986)
(599) (986)
Financing activities
I ssu e of shar es 683 ,137 212,900
New lo an borro w i n gs 51,250 1,479,373
(2,502,462
R epaid loan borro w i n gs (5 5 5,000) )
R elated par ty n ew lo an borr o w i ng 430 ,338 778 ,418
R elated par ty loan rep a yment (771,431) -
(490 , 00 (400 , 00
R ep a yment of other borro win gs 0 ) 0 )
(128,27
I n terest paid (69 , 993) 9 )
(721,69
Net cash/(outflow) from financing 9) (560,050)
Increase/( decrea se) in ca sh and ca sh equivalents (4 , 831
in the year 218 ,224 )
Ca sh and ca sh equivalents at the beginning
of the year 27,969 32,800
Ca sh and ca sh equivalents at the end of the
year 246,1 93 27 ,969
T h e n otes on pages 22 to 41 are an inte g ral part of th e se
co n s olidated fin a ncial state m e nts.
Trafalgar Property Group Plc
GROUP ACCOUNTING POL I C IES
F or the y e ar ended 31 M arch 2021
B A SIS OF A C COUNT ING
T h ese f i nancial state m e nts are f or T rafalgar P rop e
rty Gro up Plc ( "the C o m pan y") a nd its s u b sidiary un derta
k i n gs ( 'the Gro u p ' ). T he C o m pany is a p u blic co m pan
y, li mited by s hares a nd incorporated in En gla nd and Wales.
(co m p a ny nu m ber is 0 4 3 4012 5 ). The C o m pan y 's registe
r ed o ffice is C h e q u e rs B a r n, Bou gh Bee c h, Eden brid
ge, Kent, TN8 7 PD.
T h e natu re of t he Gro u p's operatio ns and its principal
activities are set o ut in the Strategic Report on page 5. B ASIS
OF P REP A R A T ION
T h e Gr o up f i n a ncial state m e n ts h a ve b een prepared
in accor da nce w ith I n ter natio n al Fi n a n cial Repo rti ng
Stan dards (IFRS) and IFRS in conformity with the requirements of
Companies Act 2006. T hese f i nancial state men ts are f or the
year en ded 31 March 2 0 21 and are presented in po un ds sterling
( "GB P"). T he co m parative year is f or the year to 31 Mar ch
2020.
T h e finan cial state m e nts have been prep a red un der the
his t orical co st co nvention in accordance with applicable
United Ki ng d om la w. T he p rincipal accou nti ng policies ad opted are set o ut belo w.
GOI NG CONCERN
T h e Di recto rs have reviewed f or eca sts and b u d gets f or
t he co ming year, w hich have been d rawn up with app r op riate
regard f or the cu r rent ec o n o mic env i r o n ment and the
particu lar ci rcu m stan ces in w hich the Gr o up o p e rates.
These were p r e p a red with reference to his t o rical and cu r
rent in d us t ry kn o wled ge, taking into acc o unt f utu re s t
r ategy of the Gr o up.
T h e Gr o up co n tinues to utilise banking s o u rces f or the
fin a ncing of its devel o p ments, t ogether with loans fr om
third party investo r s, to en s u re that there is su fficient m o
ney available f or the Gr o up to under take and co m plete its var
i o us devel op ments.
T h e Gr o up does n ot operate an o v e r d raft facility b ut
b o rr ow on a site specif ic basis fr om var i o us banker s, with
a mix of loans f rom o uts i de in vest o rs gea r ed to s o me of
the devel o p ment p r o p e rties and oth e r wise loan ed on a
gener al basis to the Gr o up.
T h e B o a rd is co m f or table with the s t r uctu re of its
bank finance, w hich usually inv olves the bank len ding a m odest
s um to wards the land p u rchase f or the m o dest s ized resi
dential devel op ment schemes, with the Gr o up p utting up the
rest of the f un ds r e q u i r ed to acq u i re the site and the c
o sts ass o ciated with the acq uisition and then f or the bank to
p r o v i de 10 0% of the b u ild finance.
I nv est or l oans th at are not related to s p ecific sites a
re l o ng te rm loans with r e pay ment d ates exten ding bey o nd
the year end and hav e, in the past, b een renewed w hen they co me
up f or r e pay ment.
T h e existing o p e ratio ns have been gen e rating f un ds to
meet sho r t -te rm o p e rating ca sh r e q u i rements and manag
e ment are c o n fident th at the expec t ed s ales will allow the
Gro up to meet l oan repay ments d ue within the next twelve m o
nths or that the loans will be refinan ce d.
A s a result of these c o ns i d e r a tio ns, at the time of
app r o ving the financial statements, the Direc t o rs c o ns i d
er that the C o m pany and the Gr o up have su fficient reso u r
ces to c o ntin ue in operati o nal exis tence f or the f o reseea
b le f utu re.
Ho wever given th at a deg ree of unce r tainty exists in the
timing of f utu re sales, and management's ability to refinan ce
all l oans d ue in the next twelve m o nths, there e xists a mater
ial unce r tainty in relati on to the going co n cern basis a d o
pted in the p reparati on of the financial state ments .
R EVENUE RECOGNITION
R ev e n ue represents t he a m ou nts receivable f r om the
sale of properties d u ring t he year and other inco me directly
ass ociated with property dev elop m e nt. Rev e n ue f r om the
sale of properties is reco gn i sed w h en the a m o un ts of reven
ue and co st can be mea s u red reliab l y, the s i g n i fica nt
ris ks and r e wards of o w ner s h ip have been tran s ferred to
the bu yer, neither contin u i ng m a n a gerial in v o l v e m e
nt n or ef fective co ntrol of the proper ty is retai ned and it is
prob a ble that t he eco n o mic b e nefits a ss ociated with t he
sale will flow to the G ro u p/Co m p a n y. In t he maj ority of
ca ses properties are treated as s old and pro fits are reco gnised
at the point of le gal co m pletio n.
T h e Directors are of the opinion th at t his accou nti ng
policy ac c u rately r e flects co m mercial reality and the
recording of r e ven ue f or the G ro u p.
ST ANDARDS ISSUED BUT NOT YET EFFEC T IVE
Amendments to IAS 1 Presentation of Financial Statements:
Classification of Liabilities as Current or Non-current (issued
January 2020)
The amendments clarify that the classification of a liability as
current or non-current is based only on rights existing at the end
of the reporting period and the classification is not affected by
expectations about whether rights to settle or defer a liability
will be exercised. Further, the amendments clarify that the
settlement of a liability refers to the transfer of cash, equity
instruments, other assets, or services to the counterparty. This
amendment only affects presentation.
The amendment is effective for financial years beginning on or
after 1 January 2023 and is not yet endorsed for use under the
Companies Act 2006.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 16 Property, Plant and Equipment (issued in
May 2020)
The amendments require any proceeds from selling items produced
(and related production costs) in the course of bringing an item
property, plant and equipment into operation to be recognised in
profit or loss clarifying that such items are not reflected in the
cost of the asset.
The amendment is effective for financial years beginning on or
after 1 January 2022 and is not yet endorsed for use under the
Companies Act 2006.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 37 Provisions, Contingent Liabilities and
Contingent Assets (issued in May 2020)
The amendments clarify that the cost of fulfilling a contract
are costs that relate directly to that contract. Such costs can be
the incremental costs of fulfilling that contract or an allocation
of other costs directly related to fulfilling that contract.
The amendment is effective for financial years beginning on or
after 1 January 2022 and is not yet endorsed for use under the
Companies Act 2006.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IFRS 9, IAS 39, IFRS 7, IFRS 4 and IFRS 16
Interest Rate Benchmark Reform - Phase 2 (issued in August
2020)
The amendments are aimed at helping companies to provide
investors with useful information about the effects of the reform
of interest rate benchmarks on those companies' financial
statements.
The amendments complement those issued in 2019 and focus on the
effects on financial statements when a company replaces the old
interest rate benchmark with an alternative benchmark rate as a
result of the reform.
The Phase 2 amendments relate to:
-- changes to contractual cash flows -a company will not have to
derecognise or adjust the carrying amount of financial instruments
for changes required by the reform, but will instead update the
effective interest rate to reflect the change to the alternative
benchmark rate;
-- hedge accounting -a company will not have to discontinue its
hedge accounting solely because it makes changes required by the
reform, if the hedge meets other hedge accounting criteria; and
-- disclosures -a company is required to disclose information
about new risks arising from the reform and how it manages the
transition to alternative benchmark rates.
The amendment is effective for financial years beginning on or
after 1 January 2022 and is not yet endorsed for use under the
Companies Act 2006.
The Group does not expect a material impact on its consolidated
financial statements from these amendments.
Amendments to IAS 1 and IFRS Practice Statement 2 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 2022 and is not yet endorsed for use under the
Companies Act 2006.
Amendments to IAS 8 Definition of Accounting Estimates (issued
in February 2021)
The amendments define accounting estimates as monetary amounts
in financial statements that are subject to measurement
uncertainty. An accounting policy may require an item in financial
statements to be measured at a monetary amount that cannot be
observed directly so that in order to achieve the objective of an
accounting policy, an estimation is required.
The amendments state that the development of an accounting
estimate requires the use of judgement or assumptions based on the
latest available reliable information and involve the use of
measurement techniques and inputs. Accounting estimates might then
need to change as a result of new information, new developments or
more experience.
A change in input or measurement technique is a change in
accounting estimate which is applied prospectively unless the
change results from the correction of prior period errors.
The amendment is effective for financial years beginning on or
after 1 January 2023 and is not yet endorsed for use
undertheCompaniesAct2006.
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 annual reporting periods
beginning on or after 1 January 2023, with early application
permitted and is not yet endorsed for use under the Companies Act
2006.
B A SIS OF CONSO L I D A T ION
T h e co ns olidated fin a ncial stat e ments i ncorporate the
fin a ncial state men ts of t he Gro up and its s u b sidiarie
s.
T h e results of s u b sidiaries ac q uired d u ring t he year
are in clu ded f r om the date of acq u i s itio n, being t he date
on w hich the Gro up obtains co ntr ol. T h ey are deco ns olidated
on the date t hat co ntrol cea ses.
T h e co nsideration tran s ferred f or the acq uis ition of a s
u b sidiary is the fair val ue of t he assets tra n s ferred, the
liabilities i n c u rred and the e q uity inter e sts i s s ued by
t he Gro u p. T his fair val ue in clu des a ny co nti ng e nt co
nsideratio n. Acq u i sitio n - related co sts are ex pensed as i n
c u rred.
W h en t he Gr o up ceases to h a ve co ntrol or s i g n i fica
nt i n fluence, any retai ned i nterest in t he e ntity is r e mea
su red to its f air val ue, with t he c h a nge in car r ying a m
ou nt recog nised in pro fit or lo ss. T he fair value is t he i
nitial carr y i ng a m o unt f or the p u r po ses of su b seq uen
tly accou nti ng f or the retained interest as an ass ociate, j
oint ven t u re or f i nancial as set. In addition, any a m o un ts
prev i o us ly recog nised in other co m pr e h e ns i ve i nco me
in respect of that entity are acco unted f or as if t he Gro up had
directly dis po sed of t he related assets or liabilities. T his m
ay mean t he a m o u nts previo us ly recog nised in o t h er co m
pr e hen sive i nco me are reclass i fied to pro fit or lo ss.
C o n trol is ac hieved w hen t he Gro u p:
- has the p o wer o ver the i n vestee;
- is ex po sed or his rig hts, to variable retu r ns f r om its
involv e m e nt with t he in v e stee; and
- has the ability to u se its po wer to af fect its ret u rn s.
FUNC T ION AL C U RREN CY
I te ms i nclu ded in the fin a ncial state m e nts of ea ch of
the Gro u p 's entities are mea s u red u sing t he cu rren cy of
the primary eco n o mic en vironment in w hich t he en tity
operates ( ' t he fu nctio n al cu rren c y ' ). T he co ns
olidated f i nancial state men ts are presented in P o un ds Sterli
ng ( GBP ), w hich is the C o m pan y 's fu n ctio nal and the Gro
u p's presentation c u rren c y.
DEFINED CONT R IBUT ION PENSION P LAN
T h e Gro up operates a defined co ntrib ution plan f or its e m
p l o yee s. A d e fined co ntrib ution plan is a pen sion plan un
der w hich t he Gro up p a ys f i xed co ntributio ns i nto a
separate entit y. Once the co ntributi o ns have been paid t he Gro
up has no f u r t her p a ymen ts obligation s.
T h e co ntrib utio ns are reco gn i sed as an ex pen se in t he
profit or loss w h en t h ey fall d u e. Am ou n ts n ot paid are
sh o wn in accr uals as a liability in t he State m e nt of Fi nan
cial P o sition. T he assets of t he plan are held separately f r
om t he Gro up in i n depen dently ad m i nistered fu n ds
FINANCIAL INST RUMENTS
T h e C o m pany recog n i ses f i n a ncial i n stru m e nts w
h en it bec o m es a par ty to t he co ntractual arrang e m e nts
of the instr u ment. Fi nan cial i nstr uments are d e - recog
nised w h en th ey are dis c har ged or w h en t he contractual
term ex pire. T he C o m p a n y 's accou nti ng policies in
respect of f i nancial i nstr u m e n ts tran sactions are ex
plained belo w: Fin a ncial as sets a nd f i n a ncial liabilities
are in itially mea su r ed at fair value.
Financial a ssets:
A ll recog n i sed f i nan cial as sets are su b seq u e ntly
mea s u red in th eir entire ty at eit her fair value or a m
ortised co st, depen ding on t he clas s i fication of t he f i n a
ncial as sets.
Fair value th r ou gh p r ofit or loss
A ll of t he C o m pan y 's f i n a ncial assets other t h an th
o se w h ich meet t he criteria to be mea su red at a m orti sed co
st
are su b seq u e ntly mea s u red at fair v alue at the e nd of
ea ch reporting period, with any fair value gai ns or lo ss es
b eing recog n i sed in pro fit or lo ss to t he e xtent t h ey
are n ot part of a desi g nated hed ging relation s hip. T he net
gain or lo ss recog nised in pro fit or lo ss incl u des any divid
e nd or interest ear ned on the fin a ncial as set.
Debt in str uments at amo rtised co st
Debt instr u m e n ts are su b seq uen tly mea s u red at a m
ortised co st w here th ey are fin a ncial assets held within a b
us i ness m odel w h o se ob jecti ve is to h old f i nan cial as
sets in order to collect co ntractual ca sh flo ws a nd selli ng
the f i nan cial a sset s, a nd the co ntractu al ter ms of the f i
n a ncial ass et give rise on s pecified dates to ca sh flo ws t
hat are s olely p a ym e nts of prin c i pal and inter e st on t he
pr i nci pal a m ou nt outsta n din g. Am o rtised c o st is
calculated us i ng the ef fecti ve inter e st m eth od and
represents the a m ou nt mea su red at initial recog nition less
rep a y m e n ts of principal plus the cu m ulati ve a m ortisation
us i ng t he e ffective i nterest meth od of any difference bet
ween t he initial a m ou nt a nd the mat u rity a m o unt, ad j
usted f or any lo ss allo w a nce.
Tr ade payables
T r a d e payables are i nitially mea s u red at f air val ue a
nd are su b seq uen tly mea su red at a m or tised co st, us i ng
the ef fective i nterest rate met h od.
Equity in str uments
Eq uity i n stru ments i s s ued by t he co m pany are recorded
at the proceeds received, net of direct is s ue co sts. S hares is
s ued are held at their f air val ue.
Sha r e capital
Ordinary s hare capital is clas sified as eq u it y. I nter im
ordinary divid e n ds are reco gnis ed w h en paid and final
ordinary d i viden ds are reco g n i sed as a liability in t he
year in w hich th ey are appro ved.
I mpairment of financi al a ssets
T h e C o m pany recog n i ses a lo ss allo w a nce f or e x
pected credit lo sses (EC L) on i nv e s t m e nts in debt in stru
m e n ts that are mea su red at a m orti sed co st or FVTOC I,
lease receivables, a m o un ts d ue from cu sto mers un der co
nstruction co ntracts, as well as on loan co mmit m e nts a nd f i
nancial guar a ntee co ntracts. No im pair ment lo ss is reco
gnised f or in v e s t men ts in eq u ity in stru m e nts. T he a m
o u nt of e x pected credit lo s ses is u pdated at each reporting
date to reflect ch a n ges in credit risk s i nce in itial reco
gnition of t he respective f i nancial i nstr u m e nt.
T h e C o m p a ny recog nis es lifeti me ECL on all f i nan
cial in stru m e n ts w here there h as been a sig nificant i ncrea
se in credit risk s i nce i nitial reco g nition. T he as sess m e
nt of w het her li feti me E CL s h ould be reco gn i sed is b a
sed on sig n i fica nt increa se in the li k elih ood or risk of a
default occ u rring s i nce initial reco gnition instead of on evid
e nce of a f i nancial a sset bei ng cred it - i m paired at the
reporting date or an actual default occ u rrin g.
L i f eti me ECL represen ts t he ex pected credit lo sses that
will result f r om all po s sible default ev e nts o ver the ex
pected life of a fin a ncial in stru ment. In co ntract, 12 m o n
th ECL represents t he portion of li feti me E CL t hat is ex
pected to result f r om d e f a ult e vents on a f i n a ncial i n
st ru m e nt t hat are po ssible w ithin 12 m onths a fter the
reporting date.
I n ass e ss i ng w hether t he credit risk on a fin a ncial i n
strument has i ncrea sed, the f ollo w i ng sh all be tak en i nto
acco unt:
- Act ual or ex pected sig n i fica nt deterioration in t he f i
n a ncial instr u men t 's exter nal or inter nal credit ratin g;
or
- Si g nifica nt deterioration in exter nal mar k et co n dition
s; or
- Existing or f orecast ad ver se chan ges in b us i nes s, f i
nan cial or eco n o mic co n ditions that will i m pact the debtor
's
ability to meet debt obligatio n s; or
- Act ual or ex pected deterioration in t he operating res ults
of t he debtor; or
- Act ual or ex pected sig n i ficant ad ver se c han g es in t
he r e gulato ry or tec hn olo gical e nviron m e nt of t he
debtor
that will i m pact t he debtor 's ability to meet debt obligatio
ns.
For certain categ ories of f i n a ncial ass et, su ch as trade
receivables, ass ets th at are asses sed n ot to be im paired in
divid ually are s u b seq u e ntly ass e ssed f or i m pair m e nt
on a collective basi s. Ob jective e vidence of i m pair m e nt f
or a portf olio of recei vables c o uld incl u de t he C o m pan
y's past ex perie nce of collecting p a ym e n t s, an increa se in
the nu m ber of dela yed p a ym e nts in the portf olio past the
average credit period of 30 day s, as well as ob ser vable chan ges
in t he natio nal or local eco n o mic co n ditio ns t hat
correlate with def a ult on recei vables.
Financial liabilities:
Fair val ue th rough pro fit or lo ss
Fin a ncial liabilities are cla ss i fied as at fair val ue t h
ro u gh p ro fit or lo ss, w h en t he f i nancial liability is
held f or trading, or is desig nated as at fair val ue th rou gh
pro fit or lo ss. T his desig nation m ay be m a de if such desi gn
ation esti mates or s i g n i ficantly reduces a mea s u r e m e nt
or reco g n ition i nco n siste n cy th at w o uld other wise
arise, or t he f i nancial liability f o r ms part of a g ro up of
fin a ncial in s t ru m e nts w hich is m a n a ged and its per f o
r mance is evalu ated on a fair v alue b a sis, or the f i n a
ncial liability f o r ms part of a contract co ntai n i ng o ne or
m ore e m bedded derivatives, and I F RS 9 per mits t he e ntire co
m b i ned co ntract to be desig nated as at fair v alue t h rou gh
pro fit or lo ss. Any gai ns or lo sses arising on c han ges in
fair value are reco gn i sed in profit or lo ss to the exte nt that
t h ey are n ot part of a desi gnated hed g i ng relatio n s
hip.
A t a m ortised co st
Fin a ncial liabilities w hich are neit her co ntin g e nt co
nsiderati on of an acq uirer in a b usiness co m b i natio n, held
f or trading, n or designated as at fair value th rough pro fit or
lo ss are su b seq uently mea su red at a m ortised co st us i ng
the ef fecti ve inter e st met h od. T his is a met h od of
calculati ng t he a m ortised co st of a f i nancial liability a nd
of allocating interest ex p e nse over the relev a nt period. T he
ef fecti ve interest rate is t he rate that exactly d i scou nts
esti mated f utu re ca sh paym e n ts th rou gh t he ex pected life
of the f i n a ncial liabilit y, or w here app r opriate a sh orter
period, to the a m ortised co st of a f i n a ncial liabilit y.
Dereco gnition of fin a ncial lia bilities
T h e co m pany derecog nis es f i nancial liabilities w hen,
and o n ly w h e n, the co m pan y's obligations are dischar ged,
ca ncelled or th ey e x pire.
C A SH AND CASH EQUI VALENTS
C ash and ca sh eq u i vale nts co m pr i se ca sh balances and
depo sits held at call with ban ks with matu rities of th ree m o n
t hs or less f r om i nceptio n.
I NVENTOR IES
I nv e n tories co ns i st of properties un der con struction a
nd are stated at t he lo wer of co st and net reali sable value. C
o st co m pr i ses direct materials an d, w here applicable, direct
labo ur co sts a nd t h o se o v e r heads th at h a ve been incu
rred in brin ging t he i n v e ntories to t heir present locati on
and co n ditio n. I nter e st on s u ms borr o wed t hat f i nance
s pec i fic pro jects is added to co st. Net realisable value
represents t he esti mated selling price less all esti mated co sts
of co m pletion and co sts to be incu rred in m a r ketin g,
selling and distrib utio n.
P R OPER TY P LANT AND EQUI PMENT
P r o p erty, pla nt a nd eq uip m e nt are stated at co st, net
of depreciation and a ny pro v i sion f or i m p air m e nt. Dep
reciation is calc ulated to w rite d o wn the co st less e sti
mated residual val ue of all ta ngible f i xed ass ets us i ng the
red uci ng bala nce met h od o ver their ex pected u s e f ul eco
no mic liv e s. T he rates generally applicable are:
Fix t u res, fittin gs and eq uip m e nt - 25% on red uci ng
balance
I NVESTME NT P ROPE R TY
I nv e s t m e n t proper t y, w hich is property held to earn r
e ntals an d/or f or capital appreciation (incl u d i ng proper ty
un der co nstr uction f or su ch p u rpo ses), is mea s u red
initially at co st, incl u ding tran saction co sts. S u b seq u e
nt to initial recog nition, i nv e s t ment property is mea su red
at f air value. Gai ns or lo s ses ar i s i ng f r om c han ges in
t he fair value of in vest m e nt property a re inclu ded in pro
fit or lo ss in the period in w hich th ey arise."
FINANCIAL L I A BI L I T IES A ND EQUI TY
Fin a ncial liabilities a nd eq u ity i n stru ments is sued by
t he G ro up are classified according to the s u b sta nce of t he
co ntractual arran g e m e n ts ente red into and the definitions
of a fin a ncial liability and an eq uity i nstr u ment. An
eq uity in stru m e nt is a ny contract that evidences a resid
ual i nterest in the as sets of t he Gro up after ded ucting all of
its liabilitie s. T he acco un ti ng policies adopted f or s
pecific f i n a ncial liabilities a nd equity i n stru ments are s
et o ut belo w.
B ORROW ING COSTS
Bor r o w ing co sts directly attri b utable to the acq uisitio
n, co nstr uction or prod uction of q uali f ying ass ets, w hich
are assets that take a s u b stantial period of ti me to be co m
pleted f or sale, are added to the co st of property held as stock
at t he year e n d. All other borro w i ng co s ts are
recog n i sed in t he profit or loss in t he year in w hich th ey relate.
C UR RENT AND DEFER R ED T AXA T ION
Cu rr ent tax a ssets and liabilities f or the c u rrent a nd
prior years are mea s u red at the a m o u nt e x pected to be reco
vered f rom or paid to the tax au t h orities. T he tax rates and
the tax la ws u sed to co m p ute t he a m o u nt are th o se t hat
are enacted or su b s tanti vely e nacted, by the reporting
date.
T h e tax ex pense represe nts t he s um of t he tax c u rrently
p a y a ble and deferred tax.
T h e t ax c u r r e n tly p a y ab le is ba s ed on t a x ab le
p r o f it f or t he y ear. Ta x ab le p ro f it d i ff ers f rom n
et pro f it as re po r t ed in t he i n c o me st a te m e nt b eca
u se it e x c l u d es it e ms of i n c o me or e x p e nse t h at
are t a x a b le or ded u c ti b le in o t her y e ars a nd it f u
r t h er e x c l u d es it e ms t h at are n e ver t a x ab le or
ded u c ti b l e. T he G ro u p 's liab ility f or c u r re nt tax
is ca lculated u si ng tax rat es t hat have b een e nacted or s u
b sta n ti v e ly e nacted by t he r e p o rting date.
Deferred tax is the tax e x pected to be payable or reco ver a
ble on differ e nces bet ween t he carr y i ng a m o u nts of
assets and liabilities in the f i nancial state m e n ts a nd the c
orrespo n ding tax bases u sed in t he co m p utation of t a x ab
le pr o f it. D e f er r ed t ax l i ab i l i ti es a re g e
nerally reco gn i sed f or all taxable te mporary differences and
deferred tax assets are reco g nised to the extent t hat it is
probable that taxable pro fits w ill be available again st w hich
ded uctible te m porary differ e nces can be utilised. S uch assets
and liabilities are n ot r eco gnis ed if the tem po ra ry differen
ce a rises fr om g ood w ill or f rom the in itial reco gnition
(other th an in a b usin e ss co m b i natio n) of other assets and
liabilities in a transac tion t hat af fec ts neit her the tax pro
fit n or the acco un ting pro fit.
T h e car r y i ng a m o unt of d e fer red tax a s s e ts is re
v i e w ed at each repor ti ng d ate a nd red uced to the e x t e
nt t h at it is no lo nger p robable t hat s uf ficie nt ta x a b
le pr o f its w ill be a v ailab le to allow all or p a rt of t he
asset to be reco vered.
De ferred t ax is calc ulated at t he t ax rates t hat are e x
pected to a pp ly in t he y ear w h en t he liability is settled or
t he a sset is r eali sed. De fer red tax is c har ged or credited
in pr o fit or lo s s, e x cept w hen it r elates to ite ms char
ged or cr e d ited directly to o t her co m pr e h e n s i ve i nco
m e, in w h i ch case t he d e ferred tax is a l so d ealt w ith in
other co m prehen s i ve inco me.
P R OV I S IONS
P ro v i si o n s are rec o g n i s ed w h en t he G r o up h as
a pr e s e nt ob l i g a ti on ( l e g al or con st r uc t i v e)
as a r e s u lt of a pa st e vent a nd it is probab le t h at an o
u t f l ow of re s o u r ces e m bo d y i ng e co n o m ic b e n e
f i ts wi ll be re q u i red to s e t tle t he ob l i g a ti on a
nd a r e li ab le e s ti m a te c an be m a de of t he a m o unt of
t he o b l i g a t i o n. W h ere t he G r o up e x p e c ts s o me
or a ll of a pr o v isi on to be r e i m b u r s ed, t he r e i m b
u r s e m e nt is rec o gn i s ed as a s epar a te a s s et b ut o
n ly wh en t he re i m b u r s e m e nt is v i r t ua lly ce r t a
i n. T he e xpen se r e l a ti ng to a ny prov i si on is pr e s e
n t ed in t he i nc o me st a t e m e nt n et of a ny re i m b u r
s e m e n t. If t he e f f ect of t he ti me v a l ue of m o n ey
is m a t er i a l, pr o v i si o ns are d i s coun t ed usi ng a c
u rr e nt pr e - t ax r a te t h at r e f l e c t s, wh e re
appropr i a t e, t he r i s ks s pec i f ic to t he l i ab i li t
y. W h ere d i s c o u n t i ng is u s ed, t he i n c r ea se in t
he pr o v i si on d ue to t he p a s s a ge of t i me is rec o g n
i s ed as a borr owi ng co s t.
C O MMI T ME N T S AND C O N T I NG E N C I ES
C o m m i t m e n t s a nd c o n ti n g e nt l i ab i li t i es
are d i s c l o s ed in t he f i n a n c i al s t a t e m e n t s.
T h ey a re d i s c l o s ed u n l e ss t he po s si b i l ity of
an o u t f l ow of r e s o u rc es e m bo d y i ng ec o n o m ic
ben e f i ts is r e m o t e. A co n ti n g e nt a s s et is n ot
recogn i s ed in t he f i n a n c i al st a t e m e n ts b ut d i s
c l o s ed wh en an i n f l ow of ec o n o m ic b e n e f i ts is v
i r t u a l ly c er t a i n .
C R I T I C A L A CC O UN T I NG J U DG M E N TS A ND K EY S O U
R C ES OF E S T I M A T I ON AND UN C E R TAINTY
T h e pr e paration of fin a ncial s tate m e nts in con f o r
mity with International Financial Reporting Standards ( IFRS) and
IFRS in conformity with the requirements of the Companies Act 2006
req uires t he use of certain critical acco unti ng esti mates. It
also req uires m a n a g e m e nt to exercise its j u dg m e nt in
the proce ss of apply i ng t he Gro u p 's accou nti ng policies. T
he areas inv olv i ng a hig her deg ree of j u d g m e nt or co m
plexit y, or areas w here assu m ptio ns a nd esti mates are sig ni
ficant to the Gro up f i n a ncial state men ts are disclo sed belo
w.
Esti m ates and j u dg ments are co ntin ually e val uated and
are based on historical ex perience and other factor s, incl u ding
ex pectatio ns of f u t ure events t hat are believed to be rea s o
nable un der the prese nt circu mstance s.
Valuation of Inventory
T h e Gro up assesses the net r ealisable val ue of i n
ventories u n der develo p ment a nd co m pleted pr o perties held
f or sale according to their recoverable a m ou nts based on t he
realisability of t hese proper t ies, ta king into accou nt esti
mated co sts to co m pletion based on past ex perience and co
mmitted co ntracts and esti mated net sales based on prevailing mar
ket co n ditio ns. P ro vision is made w hen e ven ts or chan ges
in cir c u msta nces i n dicate that the carr y i ng a m ou nts m
ay n ot be realised. T he carr ying val ue is red uced by its selli
ng price less co sts to co m plete and sell.
T his i m pair m e nt lo ss is recog n i sed i mmediate ly in
profit or loss. T he assess ment req uires t he use of j u dg ment
a nd esti m ate s. T he carr y i ng a m o u nt of in v e nto ry is
disclo sed in n ote 12 to the f i n a ncial state m e nts.
Recognition of deferred tax a ssets
T h e reco gnition of deferred tax assets is based u pon w het h
er it is m ore likely th an n ot that s u f ficient and s uitable
taxable pro fits will be available in the f utu re agai n st w hich
t he rever sal of te m por a ry d i ffer e nces can be ded ucted.
To deter m i ne the f utu re ta xable pro fits, r e ference is made
to the latest a v ailable pro fit f orecasts. W here the te m
porary differences are related to l o sses, relevant tax law is co
nsidered to d eter m i ne the av ailability of the lo s ses to of f
set a gai nst t he f u t u re taxable pro fits.
I m pair m ent of non financial a ssets
A t ea ch state m e nt of f i n a ncial po sition date the co m
p a ny revie ws t he car r y i ng a m ounts of its tan gible
and
inta ngible ass ets with f i nite li ves to deter m i ne w het
her t here is an i n dication t hat t h o se a ssets h a ve s u f
fered an i m pair m e nt lo ss. If a ny s u ch in dication e xis t
s, t he reco v e rable a m ou nt of t he a sset is esti mated in
order to deter mine t he exte nt of the i mpair m e nt lo ss (if a
n y ).
I f the reco verable a m o u nt of an ass et is esti mated to be
less than its car r y i ng a m o u nt, the carr y i ng a m o u nt
of t he asset is red uced to its reco verable a m ou nt. I m pair m
e nt lo s ses are recog nised as an ex pen se i m mediatel y, u
nless the relev a nt as set is la nd or buildings at a revalued a m
o u n t, in w hich ca se t he i m p air m e nt lo ss is treated as
a revaluation decrea se.
W h ere an i m pair m e nt lo ss s ub seq uently rever ses, t he
car r ying a m o unt of t he ass et is i ncrea sed to the revised
esti mate of its reco verable am o u nt, b ut so that t he incr
eased carr y i ng a m o unt does not exceed the car r y i ng a m ou
nt th at w o uld h a ve been deter mined had no i m pair m e nt lo
ss been reco gnised f or the asset in prior yea r s. A rever sal of
an i m pair m e nt lo ss is rec o g n i sed as inco me i m mediatel
y, u nless the rele vant as set is carried at a revalued a m o u
nt, in w hich ca se the rever sal of t he i m pair m e nt lo ss is
treated as a revalu ati on increa se.
Trafalgar Property Group Plc
NOTE S TO THE CON SOL IDATED F INAN C IAL STATEME NTS
F or the y e ar ended 31 M arch 2021
1 SEG M ENTAL R E P ORTI NG
For the p u rpo se of IFRS 8, the chief operating decision maker
( " CODM") tak es the f o rm of t he Board of
Director s. T he Director s' opinion of t he bu s i ness of the
Gr o up is as f ollo w s.
T h e principal activity of t he Gro up was property develo p m
e nt. All t he Gro u p's n o n - c u rrent assets are located in
the UK.
B ased on the abo ve co nsider atio ns, there is co n sidered to
be o ne rep ortable seg ment. T he inter nal and exter nal
reporting is on a co n s olidated basis with tran sactions between
Gro up co m panies eli m i nated on co ns olidatio n. T heref ore
the fin a ncial in f o r mation of the s i n gle seg m e nt is t he
s a me as t hat set o ut in t he co ns olidated state m e nt of co
m prehen s i ve inco me, t he co ns olidated state ment of chan ges
in eq uit y, t he con s olidated state m e nt of f i nancial po
sition and ca s h flo w s.
Revenue
An anal y sis of r e ven ue is as f ollo w s:
T h e Gro u p 's reven ue, w hich is all attrib utable to their
princi pal activit y, can be s plit as f oll o w s:
202 1 2 020
GBP GBP
Develo p m e nt sales 2,212,500 1,891,000
R ental inco me 73,300 79,106
2,285,800 1,970,106
T im i ng of rev e nu es are as f oll o w s:
2021 2020
GBP GBP
Goods trans ferred at a point in ti me
2,212,5 00 1,891,000
Rental income transferred over time
73,300 7 9,106
2,285,800 1 , 970 , 106
R ev e n ues an a l ysed by geo g r a p hic location are as f
ollo w s:
202 1 2 020
GBP GBP
United Ki ng d om
2,285,800 1,970 , 106
2 O T H ER I NCO ME
Other income consists of sums received by way of furlough sums
claimed for one employee as a result of Covid-19 during the first
lockdown.
3 L OSS FOR T HE YEAR
Operating lo ss is stated after c har g i
ng / (creditin g) t he f o llo w i n g: 2021 2 0 20
GBP GBP
Su bco ntractor co sts and co st of in v
e ntories reco g nised as an ex pense 1,945,107 1,687,759
I n terest char ges 18,687 128,279
1 ,963,794 1,816,038
Dep reciation of property, plant a nd eq
uip m e nt 506 902
Au ditor 's r e m u neration - au dit ser 10 ,0
vices - Gro up 10,000 00
Au ditor 's r e m u neration - au dit ser
vices - Gro up entities 1 5,650 7,0 00
Auditor's remuneration - other assurance 5,000 -
services - Group
30,650 17,0 00
4 E MPL OYEES AND DIRECTO RS' RE MUNERATI ON
Staff co s ts d u ring t he year were as f ollo w s:
2021 2020
GBP GBP
165 ,0 113 ,0
W ages and salaries 00 00
Social sec u rity co sts 14,179 8 ,512
Other pen sion co sts 20 ,0 40 20,040
---------------- ---------------
141 ,5
199,219 52
---------------- ---------------
T h e average nu m ber of e m plo yees of t he Gro up d u r i ng
t he year was:
2021 2020
Nu mber Nu m ber
Directors 4 3
Ma nag e m e nt 1 2
Key m a n a g e ment are t he Group 's Director s. R e m u
neration in respect of k ey man a g e ment w as as f ollo w s:
2021 2020
GBP GBP
Sh ort-term e m plo yee ben e fit s:
- E m o l u men ts f or q uali f y i ng ser vices
J Dubois 30,000 15,879
- E m o l u men ts f or q uali f y i ng ser vices
A J o h n s on 45 ,000 48,550
- Emoluments for qualifying services P Treadaway 60,000 -
- E m o l u men ts f or q uali f y i ng ser vices 7,000 -
G Thorneycroft
142,000 64,429
T here are retirem e nt ben e fits accr uing to Mr C C J o h n s
on for w h om a co m p a ny co ntrib u tion w as paid d u ring the
year of GBP 18,000 ( 2 020: GBP 1 8,0 0 0) and Mr A J o hns on GBP
1,350 (20 20: GBP 1,35 0 ).
C o n s u lta n cy fees of GBP 9,998 ( 2 020: GBP 4,9 9 4) were
paid to Mr N L ott d u r i ng t he year.
5 INTE R E ST PAYAB LE AND SI M ILAR CHAR G ES
Du ring t he year the m ortg a ge interest paid on borr o w i n
gs relating to on g oing develo p m e nts w as capitali sed as part
of invento ry GBP nil ( 2 0 20: GBP 10,102) with the inter e st on
prop e rties s old in the y ear f or m i ng part of co st of sales
a nd tran s ferred to pro fit & lo ss accordin g l y. For sites
w here the co nstr ucti on had been co m pleted, the bank loan
inter e st paid during the year on these sites of GBP 18,687 (2 0
20: GBP 1 18,177) has been accou nted f or in t he pro fit & lo
ss wit hin co st of sales.
In addition, interest of GBP214,260 (2020: GBP40,117) has been
paid on general funding loans, rental property mortgage loan and
provisions for interest on loan notes, further details are provided
in notes 15 and 17.
6 TAXATI ON
2021 2020
GBP GBP
Cu rr ent tax - -
-------------- --------------
T ax char ge - -
-------------- --------------
2021 2020
GBP GBP
( L o ss ) /profit on ordinary activities before (329,194
tax ) (1 ,022,898)
B ased on (lo ss) f or the year:
(62,546 (194,350
T ax at 19% ( 20 20: 19%) ) )
Un relie ved tax lo ss es (4,206) 76,411
I m p air m e nt - 116 ,968
Tax losses carried forward 66,752 971
-------------- ----------------
Tax ch a r ge f or the year - -
-------------- ----------------
Deferred tax
No deferred tax asset has been reco g nised in respect of h
istorical lo sses d ue to t he u nce rtain ty in f u t u re pro
fits again st w hich to o f f set t hese lo sses. As at t he 31
March 2021, the Gro up had cum ulati ve tax lo s ses of
GBP 4,645,489 (2 0 20 : GBP 4,381,991) that are available to o
ff s et a gain st f u t u re ta xable pro fits of the same
trade.
7 ( L OSS) PER ORDINARY SHARE
T h e ca lculati on of ( l o ss ) / p r o fit per o r dinary
share is bas ed on the f o llo wing p r o fits / ( l o s ses) and
the nu m ber of shares used should be that retrospectively adjusted
for the effect of consolidation:
2021 2020
GBP GBP
( L o s s ) f or the year (329,194) (1,022,898)
W eigh ted average nu m ber of s hares
f or basic ( l o ss) p er sh a re 95,644,038 487,690,380
W eigh ted average nu m ber of s hares
f or d iluted ( l o ss) p er s h a re 95,644,038 487,690,380
( L OSS) PER ORDI N A RY SHARE: Basic (0.34)p (0.21)p
Diluted (0.34)p (0.21)p
8 PROPERTY, PLANT AND E Q U IPM ENT
P lant a nd eq uip m e nt 2021 2020
GBP GBP
Co st
A t 1 A pril 7,191 6 ,205
A dd itions 599 986
---------------- ----------------
A t 31 March 7 ,790 7 ,191
---------------- ----------------
Depreciation
A t 1 A pril 5,768 4 ,866
Ch ar ge f or the year 506 902
--------------- -----------------
A t 31 March 6,274 5 ,768
--------------- -----------------
Net book value at 31 March 1 ,516 1 ,423
9 INVEST M ENT PRO P ERTY
2021 2020
GBP GBP
FAIR VALUE
1 April 2020 1,975,000 -
Additions - 1,975,000
---------- ----------
31 March 2021 1,975,000 1,975,000
---------- ----------
NET BOOK VALUE
At 31 March 2021 1,975,000 1,975,000
---------- ----------
At 31 March 2020 1,975,000 1,975,000
---------- ----------
Fair Value at 31 March 2021
is represented by:
---------- ----------
Valuation in 2019 1,975,000 1,975,000
---------- ----------
T h e Directors co nsider there has been no ch a n ge in the v
aluation since p u r c hase of t he properties in A u g u st
201 9 and theref ore the prop e rty r e mai ns in t he acco u
nts as at 31 March 2 0 21 at GBP 1,9 75,0 0 0.
1 0 TRADE AND O TH ER RE C E IVAB L ES
2021 2020
GBP GBP
Other receivables 700 24 ,000
16 ,4
Other tax es 11,071 80
P r epay m e nts 21 ,684 1 ,819
-------------- ---------------
42 ,2
33,455 99
-------------- ---------------
T h ere are no receivables th at are past d ue b ut n ot i m p
aired at the yea r -en d. T here are no pro visio ns f or irreco
verable debt inclu ded in the balances abo ve.
1 1 CASH AND CASH E QUIVA L ENTS
Al l of t he G r o u p 's ca sh a nd ca sh e q u i v a l e n ts
at 31 Mar ch 2021 are in s t er li ng and held at floati ng i
nterest rates.
2021 2020
GBP GBP
C ash and ca sh eq uivalents 246,193 27,969
T h e Directors co nsider that the carr y i ng a m ou nt of ca
sh a nd ca sh eq u i vale nts appro x i mates to their fair v alu e
.
1 2 INVENT ORY
202 1 2020
GBP GBP
W or k in p ro g ress 78,608 1,212,692
See n ote 5 f or details of interest capitalised as part of the
val ue of i nv e nto r y .
1 3 TRADE AND O T H ER PAYA BL ES
2021 2020
GBP GBP
T r a d e payables 23,438 85,950
Other p a yables - 28, 130
T axation & s ocial sec u rity 22,575 3,422
A cc r uals 432,501 431 ,302
-------------------- ----------------
548 ,8
478, 514 04
-------------------- ----------------
1 4 B ORROWINGS
2021 2020
GBP GBP
3,471 ,5
Director s' loans 3 ,152,865 11
1 ,18 0,0
Other loans 741 ,250 00
1 ,47 9,3
B ank loans - see u n der 924,373 73
-------------- --------------
6 ,13 0,8
4,818,488 84
-------------- --------------
I n clu d ed in Di r ect or s' l oans is the sum of GBP 150 ,
000 ( 2 0 20: GBP 3 00,00 0) a d vanced by the DFM Pens i on Scheme
of w hich Mr J Dub ois is the p rincipal benef icia r y. T his loan
bea rs interest at 12% p er a nn um (20 20: 1 2% p er ann u m
).
W ithin Di r ect or s' l oans is the s um of GBP 2 4 0 , 0 00
(2020: GBP 240,000) p r o v i d ed by Mr C C J o hns on f or a
deposit on an o pti on w hich was n ot taken up, together with the
sum of GBP 528,925 in relation to convertible loan notes issued to
Mr C C Johnson on 14 July 2020. These have a nominal value of GBP
600,000 and are repayable on 31 July 2022. As a financial
instrument with both debt and equity components, an amount was
recognised directly into a Loan Note Equity Reserve on issue, as
explained further in Note 15, with the debt element being unwound
at an implied interest rate of 10% and the interest recognized
through profit and loss.
T h e remaining balance is discl o s ed in n ote 1 6.
Included in other loans is GBP 600,000 (2020: GBP 650,000)
advanced by Mr G Howard (son-in-law to Mr C C Johnson to t he co m
p a ny at rates of 10% & 5% per an num (20 20: 10% pa). GBP 9
0,000 (20 20: GBP 530,0 0 0) has been ad vanced by C R o we, a
former e m p l o yee of the Gro u p, at a rate of 10% per ann u
m.
During the year the loan with L lo y ds Bank who held a legal ch
a r ge o v er land at Wellesley R oad, Sheer ness, Kent, was
cleared following the successful sale of all units.
Mrs S J o hns o n, wife of Mr C C J o hns on has a leg al char
ge on flats 3 & 5 Burnside Court Sandhurst Road, Tunbridge
Wells Kent of GBP 3 80,000 (2020: GBP380,000) in connection with
her loan to Selmat.
Selmat has also g ran ted to Pa rag on Mo rtgages, legal char
ges o v er the free h o ld p r o p e rty at Hil den b o r o ugh and
leaseh o ld p r o p e rties of o ne of the th ree flats at B u r
nside. These m or t gages a re in terest o nly, f or a te rm of 7
years with a fix ed interest r ate f or the f i r st 5 yea r s.
These properties are rented out.
T h e bank bo r r o wings are re p a yable as f oll o w s:
2021 2020
GBP GBP
55 5 ,0
On d e m a nd or wit h in o ne year _ 00
I n the sec o nd year - -
I n the t hird to fifth years i nclu sive - -
924 ,3
After five years 73 924,373
------------------ --------------
924 ,3 1 ,47 9,3
73 73
------------------ --------------
L ess a m o u nt d ue f or settle m e nt wit
h in 12 m o n t hs 55 5,0
( inclu ded in c u rrent liabilities) - 00
------------------ --------------
Am ou nt d ue f or settle m e nt a f ter 12 924 ,3
m o n t hs 73 924,373
------------------ --------------
T h e weighted av e rage in t e rest rates paid on the bank
loans were as f oll o w s: Bank loans: 3.4 % ( 2020: 2.03 %)
A ll of the Direc t o r s' loans a re r e payable after m ore
than 1 yea r. All l oans are inte r e st bea ring and ch a r g ed
ac c o r dingly. Ho wever Mr C C J o hn s on has waived his rig ht
to in terest in the year with the exception of the first GBP
500,000. Interest of GBP 25,000 (2020: nil) was paid to him during
the year. I n terest of GBP 32,761 ( 20 20: GBP 3 6 , 0 00) was
paid to Mr J Dub ois at the rate of 1 2% pa ( 2 0 20: 12% p a
).
15 SHARE CAPITAL
Issued allotted & paid
share capital 2021 2020
Number Number
Ordinary shares
Ordinary shares of 0.01p
(2020: 0.1p) in issue 487,690,380 425,190,380
Ordinary shares of 0.01p (2020: 0.1p)
issued in year 937,500,000 62,500,000
Total ordinary shares of 0.01p (2020:
0.1p) in issue 1,425,190,380 487,690,380
Total ordinary shares of 0.1p in
issue following consolidation 142,519,038 -
Deferred shares
Deferred shares of 0.9p
in issue 238,375,190 238,375,190
Deferred shares of 0.9p arising in
year from re-organisation 48,769,038 -
Total Deferred shares of 0.9p in
issue 287,144,228 238,375,190
On 13 July, 2020 the Company undertook a sub-division of its
ordinary shares, which sub divided the 487,690,380 ordinary shares
of 0.1p each into 487,690,380 ordinary shares of 0.01p each and
487,690,380 deferred shares of 0.09p each. The deferred shares of
0.09p each were consolidated into deferred shares of 0.9p each
ranking pari passu as one class with the existing deferred shares
of 0.9p each.
On 14 July 2020, 937,500,000 ordinary shares of 0.01p each were
issued under a placing at 0.08p each (at a premium of 0.07p per
share) to raise GBP750,000 before costs of GBP 66,863.
In addition, on 14 July 2020, warrants to subscribe for ordinary
shares of 0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to
subscribe for up to 937,500,000 shares for a period of two years,
exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants to subscribe
for shares equivalent up to 3% of the issued ordinary share capital
for time to time, exercisable for a period of two years, at 0.08p
per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse
Capital Limited, these fall under the requirements of IFRS 9
Financial Instruments and as such are accounted for at fair value
through profit or loss. At the grant date of these warrants these
are valued using a Black Scholes model to determine the intrinsic
value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The
Directors' have concluded that the intrinsic value of the warrant
as at 31 March 2021 is not material to the results and subsequent
movements in the share price have decreased this value further. As
such no accounting entries have been made to these results.
Further on 14 July 2020, GBP 600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganize
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion, warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having
both a debt and an equity element. This results in the creation of
a loan note equity reserve at the point of issue. This loan note
equity reserve is the difference between the loan note value
received by the company of GBP 600,000 and the fair value of a debt
only instrument with a 10% imputed interest rate and a final
settlement figure of GBP 600,000 in July 2022. This 10% imputed
interest rate of GBP 33,058 (2020: nil), is managements' best
estimate as to the interest rate that would be expected from the
market for an unsecured loan of GBP 600,000 without a conversion
element.
Or din a ry shares en title the h o l d er to r eceive n o tice
of and to attend or v o te at any general meeting of the C o m pany
or to receive dividen ds or oth er distri b uti o n s.
Defer red sh a res do n ot entitle the h old er to r eceive
notice of and to attend or v o te at a ny gener al meeting of the C
o m pany or to receive div i den ds or other distrib u tio n s. U
pon win ding up or dis s olu tion of the C o m pany the h o l d e
rs of defer r ed shares shall be entitled to r eceive an am o unt
eq ual to the n o minal am ou nt paid up th e r e o n, b ut o nly
after h o l d e rs of o r din a ry shares have r eceived GBP 10 0 ,
0 00 p er o r dinary share. H o l d ers of def e r red sh a res are
not entitled to any further rights of participation in the assets
of the Company. The Company has the right to purchase the deferred
shares in issue at any time for no consideration.
On 29 December 2020, for every ten of the 1,425,190,380 ordinary
shares of 0.01p then in issue, were consolidated into one ordinary
share of 0.1p resulting in there being 142,519,038 ordinary shares
of 0.1p in issue.
Iss ued, all o t t ed and f ully p a id
2 02 1 2 020
GBP GBP
425 ,1
O rdin ary s h a res 48 , 7 6 9 90
2 , 14
5 , 3 7
Deferred shares 2 , 145,377 7
Iss ued in y e ar - ordin ary s
h a res 9 3 , 7 50 62,500
Issued in year - deferred shares 438,921 -
2 , 63
3 , 06
2,726,817 7
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 (2020: 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.
1 6 RELAT ED PAR TY TRANS ACT I ONS
Mr C C J o hns on h eld 18,681,580 ordinary 0.1p shares in t he
Gro up as at 31 March 2 021 (2020: 186,815,803 ordinary 0.01p).
Mr J Dubois held 400,000 ordinary 0.1p shares in the Group as at
31 March 2021 (2020: 4,000,000 ordinary 0.01p.
Mr D C St ocks h eld no o r dinary 0.1p shares in the Group as
at 31 March 202 1 (2020: 80,330,532 ordinary 0.01p). He s o ld his
en tire shareh o l ding during the year.
Mr N Lott held 50,000 ordinary 0.1p shares in the Group as at 31
March 2021 (2020: 500,000 ordinary 0.01p).
Mr P Trea daway held 19,733,466 ordinary 0.1p shares in the
Group as at 31 March 2021 (2020: 106,484,658
ordinary 0.01p).
Mr G Thorneycroft held 600,000 ordinary 0.1p shares in the Group
as at 31 March 2021 (2020: nil).
Fu rth er d etails relating to share option and warrants can be found un d er n o te 1 7.
T h e f ollo w i ng w o r king capital loans 2021 2020
h a ve been pro vided by t he Director s:
GBP GBP
C C J o h n s on
3 ,17 2 ,41 7,1
Opening balances 1,5 11 46
L o an rep a ym e nts (526,000) -
(95,431 (141 ,9
P er s o nal drawin gs ) 10)
C apital in jected 427,785 896 ,275
I n terest p a yable 25,000 -
Balance carried forward 3,002,865 3,171,511
Mr J o hns on's L oan bore i nterest d u r i ng t he year at 5%
(2020: 5% pa), b ut he has c h o s en to f orego t he i nterest in
both years with the exception of the first GBP 500,000 in this year
only, (2020: exception GBP nil). Mr Johnson received GBP 25,000
interest (2020: nil). Mr J o h n s on is no l o nger a Director , b
ut he ser ved as a Director f or part of the previous year and r e
mai ns a shar e h older. Mr Du bois 's L oan, w hich is f r om his
Pen sion Fu nd of w hich he is t he s ole beneficiar y, w as at 12%
pa interest (2020: 1 2% pa).
Mrs S J o h n s o n, w i fe of Mr C C J o h n s on pro vided a L
o an of GBP 380,000 (2020: GBP 380,000) which bore inter e st of 5%
pa, (2020: 5% pa), to Sel mat, a s u b sidiary of t he Gro up. T
his has been i ncl u ded wit h in Mr C C J o hns on's loan balance
abo v e.
Du ring the year rents were p aid of GBP 7,692 ( 2 020: GBP 1 0
, 000) to the C o m be Bank Ho mes Pension Scheme w hich o w ns the
f ree h o ld o ffices at Cheq u e rs B a r n. Mr C C J ohns on is a
Tr ustee and Beneficia ry of that Pens i on Scheme.
P r ior to Mr P T readaw a y 's appoin t ment as a Director,
char g es of nil (2020: GBP 70,108) were paid to h im in relation
to co ns ultan cy ser vices. Mr P Treadaway now takes remuneration
as shown in note 4.
Du ring t he year p a ym e nts were made to Mr D Stocks of nil
(2020: GBP 68,936) and to Mr N Lott of
GBP9,998 (2020: GBP 4,994) f or c o nsulta n cy services.
1 7 SHARE OPTI ONS AND WARRANTS
Sh are optio ns or warran ts as at t he year e n d are as
follows (2020:nil)
On 14 J u l y 2020 warran ts to s u b scribe f or ordinary shar
es of 0.0 1p were g ranted as f ollo w s :
(a) Su b scribers to t he placing e f f ected in J u ly 2020
were g r a nted warran ts to s u b scribe f or up to 937 , 500 ,
000 shares f or a period of t wo year s, e x e rcisable at 0.2p per
share;
(b) Peter h o use Capital L i mited w as g ranted warrants to s
u b scribe f or shares eq u i valent up to 3% of the issued
ordinary share capital from time to time, exercisable f or a p e
riod of t wo year s, at 0.0 8p per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
Further on 14 July 2020 GBP 600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganize
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share.
1 8 CATEG O R I ES OF FINANC IAL INS TRUM ENTS
A ll f i n a ncial i nstr u m e n ts are mea s u red un der IFRS
9 at a m ortised co st.
Capital risk m anag e ment
T h e G ro up co n si ders its cap it al to co m pr ise its s h
are cap it al a nd s h are pre m i u m. T he G ro u p 's cap it al
m a n a g e m e nt o b j ec ti v es a re to s a f e gu ard t he e n
ti t y 's ab ility to co n ti n ue as a g o i ng c o n cer n, so t
h at it can co n ti nue to pro v i de re t u r ns f or s h are h o
l d ers a nd be n e f its f or o t h er st a k e h o l ders a nd to
pro v i de an adeq u a te re t u rn to s h are h olders by pr ici
ng prod u c ts a nd ser v i c es c omm e n s u ra t e ly with t he
l e v el of r is k.
Significant Accoun ting Policies
De t a i l s of t he s i g n i f i c a nt a c c o u n t i ng po
li c i es a nd m e t h o ds a dop t e d, i n c l u d i ng t he c r
it er ia f or recog nition, the basis of mea su r e ment a nd the
basis on w hich inco me a nd ex pen ses are reco g nised, in res
pect of each class of f i n a ncial a s set, f i n a ncial
liability a nd eq u ity i n stru m e nt a re d isclo sed on p a g
es 22 to 3 0 to these financial statements.
Foreign currency risk
T h e Gro up has min i m al ex p o su re to the differing t y p
es of f oreign c u rren cy ris k. It has no f oreign cu rren cy de
n o m i na t ed m o n e t a ry a s s e ts or li ab i l i ti es a nd
do es n ot ma ke s a l es or p u r c h a s es f r om o v e r s e as
c o u n t r ies.
I ntere st rate risk
T h e Gr o up is s e n s iti ve to ch a ng es in i nterest rates
w here i nterest is char ged on a variable rate basis. This risk
has been minimized by:
- the bank loan being repaid in full during the year, which was
on a variable rate basis,
- renegotiation of interest rates on some of the other loans
from 10% to 5% (all fixed rates),
- partial repayments made in the year on other loans and,
- th e Parag on m ortg a ges which are on a f i xed rate f or
the first five years of t he seven year ter m.
T h e i m pact of a 100 b a sis point i ncrea se in interest
rates on these lo a ns w o uld resu lt
in a dditional interest co st f or the year of GBP Nil (2 0 20: GBP 14,794 ).
Credit risk m anag e m ent
C r edit risk r e fers to t he risk t hat a cou nter - par ty
will def a ult on its co ntrac t ual obligatio ns resu lting in f i
nancial lo ss to the Gro u p.
L iquidi ty risk m anag e m ent
T h is is the risk of t he Gro up not being able to co ntin ue
to operate as a g oing co ncer n.
T h e Di r e c t o rs h a v e, a f t er ca r eful c o n s i der
a ti on of t he f a c t ors s et o ut ab o v e, c o n c l u ded t
hat it is ap p ropr iate to adopt t he g o i ng co n cern b a s is
f or t he prepar ation of t he f i nancial stat e m e n ts a nd t
he f i n a n cial s tate m e n ts do n ot i n c l u de a ny ad j u
st m e n ts t h at w o uld r e s ult if t he g o i ng co n cern b a
sis w as n ot appropriate.
Derivative financial ins truments
T h e Gro up does n ot cu rrently u se derivati ve f i nan cial
i n stru ments as hed g i ng is n ot co nsidered neces sar y.
Sh ould the Gro up identi fy a req uire m e nt f or the f u t u
re u se of s uch fin a ncial i n stru m e nts, a co m prehen s i ve
set of policies and s yste ms as appro ved by the Directors will be
im ple m e nted.
Financi al lia bilities
Due wit hin Due wit hin Due o ver
T ot a l 1 year 1- 5 yea 5 Years
GBP rs GBP
GBP
T r ade p a y a b l
es 455,939 455,939
Borr o w i ng s - Di
recto r s' loan 3 ,152,865 3 ,152,865
Borr o w i ng s - B 92 4 ,3
a nk lo an 924,373 - - 7 3
Borr o w i ng s - Ot
her lo a ns 741,250 741,250
T ot a l 5,274,427 455,939 3,894,115 92 4,373
19 EXC EPTI O NAL I T EM
M anag e m e nt h a ve per f o r med a review of t he a ssets of
its trading s u b sidiaries. Co nseq u e ntl y, i nv e nto ry v
alued at GBP nil ( 2 020: GBP432,268) less potential deferred tax
of nil (20 20: GBP nil) has been w ritten off in t he f i n a ncial
state m e n t s. Within TNH the s um of nil (2020:GBP 163,184) has
been w ritten off which related to co sts i n c u rred to date on a
site w here plann i ng per mis sion h as n ot been ac hieved
despite several su b m i ssion atte m p ts and f i nally this was
ta ken to appeal w here t his w as also tu r ned d o w n.
2 0 NET D E BT R ECONC I L I A T I ON
2021 2020
GBP GBP
C ash at bank 246,193 27,969
27 , 96
C ash and ca sh eq u i vale nts 246,193 9
Bor r o w ing rep a yable wit h in o ne ( 4,818,488 (6 , 130
year (incl u d i ng o verdrafts) ) ,884)
(6 , 10
( 4,572,295 2 ,9 1
Net Debt ) 5)
Ca sh G ro ss T ota l
and borr ca sh and
liquid o wings liquid
invest with invest
ments a fixed m ents
intere
GBP st rate GBP
GBP
( 6,775,565 (6 , 742
Net debt as at 1 A pril 2019 32,800 ) ,765)
C ash f lo ws (4,831) 644,681 639.850
( 6,130,884 (6,102,915
Net debt as at 31 M arch 2 0 20 27,969 ) )
C ash f lo ws 218,224 1,312,396 1,530,620
(4,818,488 (4,572,295
Net debt a s at 31 M arch 2 0 21 246,193 ) )
2 1 SUBSE Q U ENT E V ENTS
E v e n t s following t he y e ar- e nd t hat pr o v i de ad d
iti o nal i n f o r m a ti on ab o ut t he G r o u p 's po s i t i
on at t he repor t i ng da te a nd are ad j u st i ng e v e n ts a
re r e f l e c t ed in t he f i nanc i al s t a t e m e n t s. E
ven ts s u b s e q uent to t he y ear-e nd t h at are n ot ad j u s
t i ng e v e n ts are d i s c l o s ed in t he n o t es wh en m a t
er i a l .
Following the year end, a further loan repayment of GBP 50,000
has been made to the DFM Pension Scheme in which Mr J Dubois is the
principal beneficiary.
Trafalgar Property Group Plc
C O M P AN Y BALAN CE S HEET For the y e ar ended 31 M arch
2021
Note 2021 2020
GBP Restated
GBP
FIXED ASS E TS
I nv e s t m e n t s 7 - -
- -
Current a ssets
Stocks - -
350 ,1
Debtors 8 22,159 34
C ash at bank a nd in hand 84,219 3,538
353 ,6
106,378 72
EQUITIES & LIABILITIES
Current liabilities
Trade & other payables 9 652,662 873,264
652,662 873,264
Non-current liabilities
Borrowings 10 33,926 105,000
Total liabilities 686,588 978,264
-
(580,210 (624 ,
Net (liabilities)/assets ) 59 2 )
2 ,63
C alled up s hare capital 12 2 ,726,817 3,0 67
2 ,660,8
Share pr e m i um acco unt 3,250,249 62
Loan note equity reserve 104,132 -
(6,661,408 (5 ,918,52
P ro f it and lo ss acco unt ) 1)
E quity - attributable to the o wners (580,210 (624 ,
of the Parent ) 59 2 )
Total Equity & Liabilities 106,378 353,672
T h e lo ss f or the fin a ncial year dealt with in the f i n a
ncial state m e nts of the Parent C o m
pany w as L o ss GBP 742,887 (20 20: L o ss GBP 135,165 ).
T h e fin a ncial state ments were appro ved by the Board of Di
rectors on 6 September 2021 and
auth orised f or is s ue and are signed on its behalf b y:
P T rea d a w a y: .............................................. J D u bois: ...................................................
C o m p any Reg i stration N u m b e r: 04 3 40 1 25
T h e n otes on pages 44 to 50 f orm an integ ral part of th e
se f i nancial state m e nts
Trafalgar Property Group Plc
C O M P AN Y S TATEMENT OF CHANGES IN EQUITY
31 March 2021
Loan
Share Capital Share Note Retained Total Equity
Premium Equity profits/
Reserve (losses)
GBP GBP GBP GBP GBP
At 1 April
2019 2,570,567 2,510,462 - 5,783,356 702,327
Loss for the
year (135,165) (135,165)
----------------- ------------------------ ------------------ --------------- --------------------
Total
comprehensive
income for the
year (135,165) (135,165)
----------------- ------------------------ ------------------ --------------- --------------------
Issue of
shares 62,500 187,500 250,000
Share issue
costs (37,100) (37,100)
----------------- ------------------------ ------------------ --------------- --------------------
At 31 March
2020 2,633,067 2,660,862 - (5,918,521) (624,592)
----------------- ------------------------ ------------------ --------------- --------------------
At 1 April
2020 2,633,067 2,660,862 - (5,918,521) (624,592)
Loss for the
year (742,887) (742,887)
----------------- ------------------------ ------------------ --------------- --------------------
Total
comprehensive
income for the
year (742,887) (742,887)
----------------- ------------------------ ------------------ --------------- --------------------
Loan note
equity
reserve 104,132 104,132
Issue of
shares 93,750 656,250 750,000
Share issue
costs (66,863) (66,863)
----------------- ------------------------ ------------------ --------------- --------------------
At 31 March
2021 2,726,817 3,250,249 104,132 (6,661,408) (580,210)
----------------- ------------------------ ------------------ --------------- --------------------
Further details of share issues in the year are shown in note 12
to the company accounts.
T h e n otes on pages 44 to 50 f orm an integ ral part of th e
se f i nancial state m e nts.
Trafalgar Property Group Plc
NOTE S TO THE C O M P ANY F I NANCI AL S TATE M ENTS
for the y e ar end ed 31 March 2021
1 G ENE RAL INFORMATI ON
Nature of opera tions
T r afalgar P r operty Gro up Plc ( " t he C o m p a n y") is t
he UK holding co m pany of a g ro up of co m panies w hich are
eng a ged in property d e velop ment. T he C o m p a ny is r e
gis tered in En gla nd and Wales. I ts reg i stered of fice a nd
principal place of b us i ness is Cheq uers Bar n, Bo u gh Beech,
Eden brid ge, Kent TN8 7 PD.
2 BASIS OF PREPARA TI ON
T h e f i n a n c i al s t a t e m e n ts h a ve be en prepa r
ed u n der t he h i st o r i c al co st conv e n ti on a nd in
accord a nce wi th app li ca b le U n i t ed K i n g d om l aw, F
RS 102 and accou nti ng sta n dard s. T he principal acco unti ng
policies are descr i bed belo w. T h ey h a ve all been ap plied co
n s i ste ntly t hrough o ut t he y ear a nd p rec e d i ng yea
r.
T h e C o m p a ny h as t a k en ad v a nta ge of t he e x e m p
tion allo w ed u n der s ection 408 of t he C o m pa n i es A ct
2006 a nd h as n ot pr e s e n ted its o wn Stat e m e nt of C o m
pr e h e n s i ve I nco me to t h e se f i n a n cial s tat e m e
nts.
T h e C o m pany h as ta ken ad v a ntage of t he disclo s u re
ex e m ption f r om t he req uire m e n ts of section 7 State m e
nt of Cas h flo w, as per mitted by t he FRS 102 " T he Fi n a
ncial Reporting Sta n dard applicable in the UK a nd Rep u blic of
Irelan d".
3 SI GNIF ICANT ACCOUN T ING PO LI C I ES ( a) G O I NG CONC ERN
T h e Directors h a ve revie wed f orecasts a nd b u d gets f or
t he co ming year, w hich have been dr a wn up with
appr o priate regard f or the cu r rent eco n o mic e n viron m
e nt a nd the partic ular circu m stances in w hich t he C o m p a
ny operates. T hese were prepared with r e ference to historical
and cu rrent i n d u stry k n o wled ge, ta king into acco u nt f
utu re strate gy of t he C o m p a ny and wider Gro u p.
T h e existi ng operatio ns h a ve been g e nerati ng fu n ds to
meet sh or t -term operating ca sh req uire m e n t s. As a res ult
of th e se con s ideratio ns, at t he ti me of appro ving the f i
nancial state m e n t s, the Directors co nsider th at the C o m
pany a nd t he Gro up have s uf ficie nt reso u rces to contin ue
in operatio nal e xiste nce f or the f oreseeable f u t u r e. It
is ap pro p riate to ad opt the g oing co nce rn basis in t he
preparation of the f i nan cial state ments.
As w ith all b us i ness f orecasts, the Director s' state m e
nt cannot g uarantee that t he g oing co ncern b a sis will r e
main
appr o priate given t he i nher e nt uncertai n ty abo ut t he f
u t u re events.
( b) INVEST M ENTS
I nv e s t m e n t s held as f i xed ass ets are stated at co st
less pro vision f or i m pair ment.
( c) TAXA TI ON
Cu rr ent ta x, i ncl u ding UK c orporati on tax a nd f oreign
ta x, is pro vided at a m o un ts e xpected to be paid (or reco
vered) using the tax rates and la ws t hat h a ve been e nac ted or
su b stanti vely e nacted by the balance s heet da t e.
D e f erre d t ax is reco gn is ed in re s pect of a ll t i m i
ng d i f f ere n ces t h at h a ve or i g i n a t ed b ut n ot re v
er s ed at t he bala nce s h eet d ate w h e re tra n s actio ns or
e v e nts t hat r e s u lt in an o bli gation to p ay m o re tax in
t he fu t u re or a r i g ht to p ay less t ax in t he f u t u re h
a ve o cc u r red at t he b a lance s heet date. T i m i ng d i ff
e r e nces are d i f f e r e nces bet ween t he co m pa ny's ta
xable pr o f its a nd its re s u lts as s tated in t he f i n a n
cial state m e n ts t hat ar ise f r om t he i n cl u sion of g a i
ns a nd lo s s es in tax a s s e ss m e n ts in y ears d i ffer e
nt fr om t h o se in w h i ch t h ey a re r eco g n ised in the fin
a ncial state men t s.
A deferred tax a sset is regarded as reco verable and theref ore
reco gnised o n ly w hen, on t he basis of all a vailable evide
nce, it can be r e garded as m o re li k e ly t h an n ot t h at t
h e re w ill be s uitab le t a xable pr o f its fr om w hich t he f
utu re rever s al of the u n der l y i ng ti m i ng differences can
be ded ucted.
( d) FINANC IAL INS TRUM ENTS
Fin a ncial a ssets a nd liabilities are reco g nised in t he
state ments of f i nancial po sition w h en t he C o m pany has
b eco me a par ty to the co ntrac t ual pro visions of t he in
str u m e nts.
T h e C o m p a n y 's f i n a ncial as s ets and liabilities
are initially mea s u red at fair val ue plus any directly attrib
utable transaction co s t s. T he car r y i ng value of the C o m p
a n y 's f i nancial a sset s, pr i marily ca sh a nd bank balance
s, a nd liabilities, pr i marily t he C o m pan y 's p a yables and
other accr ued ex pen ses, appro x i mate to their fair val
ues.
( i) Fin a ncial as sets
On i nitial recog nitio n, fin a ncial ass ets are classified as
either f i nancial as sets at fair val ue th rough pro fit or lo
ss, held -to - matu r ity i n vest m e nts, loans a nd receivables
f i nancial asset s, or available -f o r - sale f i nan cial as
sets, as appr o priate.
T r a d e and other receivables
T r a d e and other receivables ( i nclu d i ng depo sits a nd
prep a yments) t hat h a ve f i xed or deter minable p a ymen ts t
hat are n ot q u oted in an active mar ket are class i fied as
other receivables, depo sits, and pr e paym e nts. Other
receivables, depo sits, and pr e paym e nts are mea s u red at a
mortised co st us i ng t he e f fecti ve inter e st met h od, less
any i m p air m e nt lo ss. I nter e st inco me is recog n i sed by
app l ying the e ffective i nterest rate, except f or s h or t
-term receivables w h en t he reco g niti on of inter e st w o uld
be i m material.
( ii) Fin a ncial liabilities a nd eq uity instr u m e n ts
Fin a ncial liabilities are cla ss i fied as liabilities or eq u
ity in accordance w ith the s u b sta nce of t he co ntrac t ual
arrang e ment.
Fin a ncial liabilities
Fin a ncial liabilities co m prise lo n g -term bo r ro win gs,
sh o r t -term borro win gs, trade and other payables and accr
uals, mea s u red at a m ortis ed co st us i ng t he ef fecti ve i
nterest met h od.
T h e ef fecti ve interest met h od is a met h od of calculati
ng the a m ortised co st of a financial liability a nd of
allocating i nterest inco me o v er the relevant period. T he ef
fective interest rate is the rate that exac tly disco un ts esti
mated f u t u re ca sh p a ym e nts ( i nclu d i ng all fees on
poin ts paid or received t hat f o rm an i nte g ral part of t he
ef fective interest rate, tra ns action co s ts and o t her pr e m
i u ms or disco un t s) t h ro u gh t he ex pected li fe of the f i
nancial liabilit y, or, w here a ppr o priate, a sh orter per i od
to the net car r ying a m o u nt on i n itial reco gnitio n.
Eq uity i nstr u ments
An eq uity i nstr u m e nt is a ny c o ntract t hat e vidences a
resid ual inter e st in t he a ssets of an e ntity a fter ded ucti
ng all its liabilitie s. Eq uity i n struments i s s ued by the C o
m pany a re reco gnised at the proceeds received, net of direct is
s ue co sts.
4 CRIT ICAL ACCOUN TI NG JUD G E M ENTS AND K EY SOURC ES OF E S
TI MATI ON UNCER T A INTY
I n the application of t he C o m p a n y 's acco unti ng
policies, w hich are described in n o te 3, the Directors are req
uired to m a ke j u d g e m e n t s, esti mates a nd assu m ptio ns
ab o ut the car r y i ng a m o un ts of as sets and liabilities t
hat are n ot apparent f rom o t her s o u rce s. T he esti mates
and assu m ptions are based on historical ex perience and other
factor s, incl u ding ex pectatio ns of f utu re ev e nts t hat are
believed to be rea s o nable un der the circu m stance s. Act ual
res ults m ay differ f r om these esti m ates.
T h e esti m ates a nd u n der l ying assu m ptio ns are r e vie
wed on an o n - g oing basi s. Revisions to acco unti ng esti mates
are reco gnised in the period in w hich t he e sti mate is r e
vised if t he r e vision a f fects o n ly t hat period or in the
period of the rev i sion a nd f uture perio ds if the r e vision af
fects both cu rrent a nd f u t u re period s.
T h e f ollo wing are t he k ey ass u m ptio ns co ncer n i ng t
he f utu re and other k ey s o u rces of e s ti mation uncertai n
ty at the state ment of f i n a ncial po sition date th at h a ve a
s i g nifica nt risk of ca us i ng a s i g n i f ica nt ad j us t m
e nt to t he carr y i ng a m o un ts of as sets a nd liabilities in
t he fin a ncial state m e nts:
Carrying value of invest m e n ts in sub sidiaries and interc o
mpany
Ma nag e m e n t 's a ssess ment f or i m pair m e nt of in vest
m e nt in s u b sidiaries is based on the e sti mation of v alue in
use of t he s u b sidiary by f orecasti ng t he e x pected f u t u
re ca sh flo ws e x pected on ea ch develo p ment pro ject. T he
val ue
o f the i nv e s t ment in su b sidiar ies is based on the su b
sidiaries being able to realise th eir ca sh flow pro jectio
ns.
Recognition of deferred tax a ssets
T h e reco gnition of deferred tax assets is based u pon w het h
er it is m ore likely th an n ot that s u f ficient and s uitable
taxable pro fits will be available in the f utu re agai n st w hich
t he rever
sal of te m por a ry d i ffer e nces can be
d ed ucted. To deter m i ne the f utu re ta xable pro fits, r e
ference is made to the latest a v ailable pro fit f orecasts. W
here the te m porary differences are related to l o sses, relevant
tax law is co nsidered to d eter m i ne the av ailability of the lo
s ses to of f set a gai nst t he f u t u re taxable pro fits.
5 L OSS FOR FINANC I AL PERIOD
T h e C o m p a ny has ta ken ad v a ntage of section 408 of the
Co m p a nies Act 2006 an d, co nseq uentl y, a pro fit and
lo ss acco u nt f or the C o m pany alo ne has n ot been prese
nted. T he C o m pan y 's lo ss f or
the f i nancial period was
GBP742,887 ( 2020: L o s s GBP 135,165). T he C o m pan y 's lo
ss f or the f i nan cial year h as been ar rived at a fter char g i
ng au ditor 's r e m u neration p a yab le to MHA MacIn t y re H u
d s on f or au dit ser vices to t he C o m pany of GBP 10,000 ( 2
020:
GBP 10 ,00 0).
6 E MPLO Y EES AND D I R E C T O RS' R E MUN E RA T I ON
2021 2020
GBP GBP
Director s' fees 97 ,0 00 15 ,0 00
Social sec u rity co sts 10,938 879
Ma nag e m e nt fees 9,998 4 ,994
------------------ ------------------
117 ,9
36 20 ,873
------------------ ------------------
T h e average nu m ber of e m plo yees of t he C o m pany d u r
i ng t he year was:
2021 2020
Nu mber Nu m ber
Directors and m a nag e m e nt 3 3
T h ere are no retirement ben e f its accr u i ng to any of t he
Director s.
GBP 9,998 ( 20 20: GBP 4,9 9 4) w as paid to Mr Nor man L ott f
or h is pro fessio nal ser vice s.
A dd itional directors r e m u neration of GBP 45,000 ( 2 020:
GBP 45 , 0 0 0) w as paid to a director th ro ugh su b sidiary en
tities.
7 I NVE ST M ENTS
T h e C o m pany o w ns the f ollowing un dertakings, all of w h
ich are in c o r po r ated in the United Kin g dom and have their
regis ter ed o ffices at Cheq uers Bar n, C heq uers Hill, Bo ugh
Beech, Eden brid ge, Ke nt, TN8 7 PD.
Cla ss of shares % Sh areholding Principal Activity
held
H eld directly
T r afalgar New Ordinary s hares 100% R esidential property
Ho mes develop e rs
L i m ited
T r afalgar Retir Ordinary s hares 100% R esidential property
e m e nt + L i & assisted liv i ng
mited sch e me
Sel mat L i mited Ordinary s hares 100% R esidential property
renting
H eld indirectly through Tra falgar New H o mes L i mited
C o m be Bank Ho mes Ordinary shares 100% Residential property developers
(Oakhurst) Limited
Held indirectly through Tra falgar Retirem ent + L i mited
Ran dell Ho use L i mited Ordinary shares 100% Assisted living developers
(dissolved 22 September 2020)
Controlled via Deed of Trust
C o m be Hou se (Boro ugh Ordinary shares 100% Residential property developers
Green) Limited
8 DE B T ORS
2021 2020
GBP GBP
343 ,0
Am ou n ts o wed by g ro up u n dertakin gs - 68
Other debtors 16,637 1 ,822
Other tax es and s ocial sec u rity 5 ,522 5 ,244
----------------- ----------------
22,159 350,134
----------------- ----------------
9 CREDIT ORS: A MO UNTS FALLING DUE WIT H IN O NE YEAR
2021 2020
GBP Restated
GBP
Trade creditors 21,713 36,860
Taxation and social security 5,313 1,323
Other creditors 25,636 30,300
Amounts owed to group undertakings 600,000 804,781
------- --------------
652,662 873,264
------- --------------
10 BORROWINGS
The Borrowings balance in both 2021 and 2020 relates to Director's
loans. These balances in both 2021 and 2020 are due in more
than one year. The balance for 2020 has been restated as it
was incorrectly shown as due within one year. This restatement
has no impact on the financial performance of the Company and
is purely a reclassification between being due in less than
one year to more than one year.
11 FINANCIAL INSTRUMENTS 2021 2020
GBP GBP
Fin a ncial as sets mea s u red at am or tised
co st: 16,637 344 ,890
Am ou n ts o wed by g ro up u n dertakin gs
a nd other debtors
Financial liabilities
Fin a ncial liabilities mea s u red at a m ortised 976 ,9
co st 681,275 41
Financial lia bilities include, t r a de c r e d ito r s, oth er
c r e dit o rs and am o unts d ue to g r o up un d e r takings.
1 2 SHARE CAP IT AL
Issued, allotted and paid
share capital
2021 2020
Number Number
Ordinary shares
Ordinary shares of 0.01p (2020:
0.1p) in issue 487,690,380 425,190,380
Ordinary shares of 0.01p (2020:
0.1p) issued in year 937,500,000 62,500,000
Total ordinary shares of 0.01p (2020:
0.1p) in issue 1,425,190,380 487,690,380
Total ordinary shares of 0.1p in
issue following consolidation 142,519,038 -
Deferred shares
Deferred shares of 0.9p in
issue 238,375,190 238,375,190
Deferred shares of 0.9p arising
in year from reorganisation 48,769,038 -
Total Deferred shares of 0.9p in
issue 287,144,228 238,375,190
Issued allotted and paid 2021 2020
GBP GBP
Ordinary s hares of 0.01p (2020: 425 ,1
0.1p) in issue 48,769 90
Ordinary shares of 0.01p (2020:
0.1p) i ssu ed in year 93,750 62,500
Total Ordinary shares of 0.1p
in issue following 142,519 487,690
Re-organisation
2 ,14 5,3
Deferred shares of 0.9p in issue 2 ,14 5,3 77 77
Deferred shares of 0.9p arising 438,921 -
in year from reorganization
Re-organisation 2,584,298 2,145,377
2 ,633,0
2 ,726,817 67
On 13 July 2020 the Company undertook a sub-division of its
ordinary shares, which sub divided the 487,690,380 0.1p ordinary
shares of 0.1p each into 487,690,380 ordinary shares of 0.01p each
and 487,690,380 0.09p deferred shares of 0.09p each. The 0.09p
deferred shares of 0.09p each were consolidated into deferred
shares of 0.9p each ranking pari passu as one class with the
existing deferred shares of 0.9p each.
On 14 July 2020, 937,500,000 ordinary shares of 0.01p each were
issued under a placing at 0.08p each (at a premium of 0.07p per
share) to raise GBP 750,000 before costs of GBP 66,863.
In addition, on 14 July 2020 warrants to subscribe for ordinary
shares of 0.01p were granted as follows:
(a) Subscribers to the placing were granted warrants to
subscribe for up to 937,500,000 shares for a period of two years,
exercisable at 0.2p per share;
(b) Peterhouse Capital Limited was granted warrants to subscribe
for shares equivalent up to 3% of the issued ordinary share capital
from time to time, exercisable for a period of two years, at 0.08p
per share.
Following the consolidation of ordinary shares in December 2020,
the warrants have been adjusted and comprise placee warrants to
subscribe for up to 93,750,000 ordinary shares of 0.1p at 2p per
share, and the warrants held by Peterhouse Capital Limited are
exercisable at 0.8p per share.
In relation to the granting of these warrants to Peterhouse
Capital Limited, these fall under the requirements of IAS 39
Financial Instruments and as such are accounted for at fair value
through profit or loss. At the grant date of these warrants these
are valued using a Black Scholes model to determine the intrinsic
value of the warrant and a liability is recognized for this amount
with a corresponding expense through the income statement. The
Directors' have concluded that the intrinsic value of the warrant
as at 31 March 2021 is not material to the results and subsequent
movements in the share price have decreased this value further. As
such no accounting entries have been made to these results.
Further on 14 July 2020 GBP 600,000 of convertible loan notes
were issued to Mr C C Johnson as part of arrangements to reorganise
loans between him and the Group. The notes are repayable on 31 July
2022 and are convertible at any time into 300,000,000 ordinary
shares of 0.01p at 0.2p per share. On conversion, warrants to
subscribe for up to 300,000,000 ordinary shares will be granted to
Mr C C Johnson exercisable for a period of two years from the date
of grant at 0.2p per share. Following the consolidation of ordinary
shares in December 2020, the loan notes have been adjusted and are
convertible into 30,000,000 ordinary shares of 0.1p at 2p per
share, with warrants to be granted to subscribe for up to
30,000,000 ordinary shares of 0.1p each at 2p per share, with
warrants to be granted to subscribe for up to 30,000,000 ordinary
shares of 0.1p each at 2p per share.
The convertible loan notes have been accounted for as having
both a debt and an equity element. This results in the creation of
a loan note equity reserve at the point of issue. This loan note
equity reserve is the difference between the loan note value
received by the company of GBP 600,000 and the fair value of a debt
only instrument with a 10% imputed interest rate and a final
settlement figure of GBP 600,000 in July 2022. This 10% imputed
interest rate is managements' best estimate as to the interest rate
that would be expected from the market for an unsecured loan of GBP
600,000 without a conversion element.
Or din a ry shares en title the h o l d er to r eceive n o tice
of and to attend or v o te at any
general meeting of the C o m pany or to receivedividen ds or oth er distri b uti o n s.
Defer red sh a res do n ot entitle the h old er to r eceive
notice of and to attend or v o te at a ny gener al meeting of the C
o m pany or to receive div i den ds or other distrib u tio n s. U
pon win ding up or dis s olu tion of the C o m pany the h o l d e
rs of defer r ed shares shall be entitled to r eceive an am o unt
eq ual to the n o minal am ou nt paid up th e r e o n, b ut o nly
after h o l d e rs of o r din a ry shares have r eceived GBP 10 0 ,
0 00 p er o r dinary share. H o l d ers of def e r red sh a res are
not entitled to any further rights of participation in the assets
of the Company. The Company has the right to purchase the deferred
shares in issue at any time for no consideration.
On 29 December 2020 for every ten of the 1,425,190,380 ordinary
shares of 0.01p then in issue, were consolidated into one ordinary
share of 0.1p resulting in there being 142,519,038 ordinary shares
of 0.1p in issue.
1 3 INT ERCO MPANY TRANSACTI O NS
T h e co m pany has tak en ad vanta ge of t he ex e m ption c o
n ferred by F RS102 Section 33 "Related Par ty disclo su res" n ot
to disclo se transactio ns un derta ken w ith o t her w h olly o w
ned m e m bers of t he Gro u p and transactions with directors
.
1 4 POST BALANCE SH E ET EVE N TS
There are no events to report.
T RAF A L GAR PROPE R TY GROUP PLC
( Registered in England N o. 0 4 340 1 25)
NO TI CE OF ANNU AL GENERAL M EET ING
E x planation of re s olutions at the Annu al G eneral
Meeting
I n f o r m a tion relati ng to reso l u tio ns to be pro p o
sed at the An n ual General Meeting is set o ut belo w. T he n
otice of
A GM is set out on page 52
Bus iness at the A GM
T h e f ollo w i ng resolutio ns w ill be propo s ed at the
AGM:
( a) R eso l ution 1: to appro ve the an n ual report and accou
n t s. T he Directors are req uired to lay bef ore the C o m p a ny
at t he A GM the acco un ts of the C o m p a ny f or the f i nan
cial year en ded 31 Ma rch 2021 , the report of the Directors and
the report of the C o m p a n y's a u ditors on th o se acco un t
s.
(b ) Reso l ution 2: to a ppro ve t he r e -appoin t m e nt of
MHA MacI n t y re Hu d s on as au dit ors of the C o m pan y. T he
C o m pany is req uired to appoint au ditors at each g e neral
meeti ng at w hich accou n ts are laid, to h old o ffice u ntil the
next s u ch meeti ng.
( c) Reso l ution 3: to appro ve the r e m u neration of the a u
ditors f or the n e xt year.
(d) Resolution 4: to re-appoint Gary Thorneycroft as a Director;
Gary was appointed during the financial year, and is required to be
re-appointed at the first Annual General Meeting following his
appointment.
(e ) Reso l ution 5: to r e -appoint Paul Treadaway as a
Director; Paul is retiring by rotation and su b mitting h i ms elf
f or r e -elec tio n.
(f) Resolutions 6 and 7: to approve the renewal of general
authorities to allot shares, which expire at the AGM, for the
purpose of (i) granting the Directors general authority to allot up
to a maximum nominal amount of GBP140,000, representing
approximately 98% of the current issued ordinary share capital; and
(ii) disapplying pre-emption rights in connection with the
allotment of up to a maximum nominal amount of GBP140,000,
representing approximately 98% of the current issued ordinary share
capital.
A ttendance at the AGM
There are no longer any Covid-19 related legal prohibitions on
attending the meeting in person. However, in light of the
continuing impact of Covid-19, current government guidance, and
recognising that some members and proxies may still be reluctant to
attend in person, (i) the vote on each of the resolutions put to
the meeting will be taken on a poll; and (ii) shareholders are
strongly advised to appoint the chairman of the meeting as their
proxy .
Any shar e h older w ho wis hes to raise a q uesti on is a sked
to co ntact the C o m p a ny on 01732 70 0 00 0.
T RAF A L GAR PROPE R TY GROUP PLC
( Registered in England N o. 0 4 340 1 25)
NO TI CE OF ANNU AL GENERAL M EET ING
NOT I CE IS HE REBY GIVEN that t he 2021 An n ual General
Meeting of t he C o m p a ny will be held at t he C o m pan y 's of
fices at C heq uers Bar n, Bo ugh Beech, Eden brid ge, Kent TN8 7
PD at 11.00 a.
m. on 30th September 2 0 21, f or the f ollo w i ng p u rpo ses:
RESO LUT I ONS
T o co nsider an d, if th oug ht fit, to pass resolutions 1 to 5
as o rdinary resolutio ns:
1 To receive and ad o pt the director s' report, the au ditor 's
report and the C o m pan y 's accou nts f or the
y ear en ded 31 March 20 2 1.
2 To re -appoint MHA MacI n t y re Hu d s on as au ditor in
accordance with sec tion 489 of the C o m panies
A ct 2006, to h old o ffice u ntil the co ncl usion of t he A
nnual General Meeti ng of the Co m p a ny in
2022.
3 To auth orise t he Directors to deter m i ne the r e m u
neration of t he au ditor.
4 To re -appoint Gary Thorneycroft as a Director of the C o m p a n y.
5 To re -appoint Paul Treadaway as a Director of the C o m p a n y.
Special business
To consider and, if thought fit, to pass resolution 6 as an
ordinary resolution, and resolution 7 as a special resolution:
6 THAT, in addition to all existing authorities conferred on the
directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be authorised
generally and unconditionally pursuant to Section 551 of the
Companies Act 2006 as amended to exercise all the powers of the
Company to allot shares and/or rights to subscribe for or to
convert any security into shares, provided that the authority
conferred by this resolution shall be limited to the allotment of
shares and/or rights to subscribe or convert any security into
shares of the Company up to an aggregate nominal amount of
GBP140,000 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 2022 or, if earlier, 15 months after
the date on which this resolution has been passed, provided that
the Company may, before such expiry, make an offer, agreement or
other arrangement which would or might require shares and/or rights
to subscribe for or to convert any security into shares to be
allotted after such expiry and the directors may allot such shares
and/or rights to subscribe for or to convert any security into
shares in pursuance of such offer, agreement or other arrangement
as if the authority conferred hereby had not expired.
7 THAT, in addition to all existing authorities conferred on the
directors to allot shares or to grant rights to subscribe for or to
convert any securities into shares, the directors be and are hereby
generally empowered to allot equity securities (within the meaning
of Section 560 of the Companies Act 2006) pursuant to the general
authority conferred by resolution 6 above for cash or by way of
sale of treasury shares as if Section 561 of the Companies Act 2006
or any pre-emption provisions contained in the Company's articles
of association did not apply to any such allotment, provided that
the power conferred by this resolution shall be limited to
(i) 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;
(ii) the allotment (otherwise than pursuant to sub-paragraph (i)
above) of equity securities up to an aggregate nominal value of
GBP140,000,
such authority and power (unless previously revoked, varied or
renewed) to expire on the earlier to occur of 15 months after the
passing of this resolution or the conclusion of the Annual General
Meeting of the Company to be held in 2022, provided that the
Company may prior to such expiry make any offer, agreement or other
arrangement which would or might require equity securities to be
allotted after such expiry and the directors may allot equity
securities pursuant to any such offer, agreement or other
arrangement as if the power hereby conferred had not expired.
Dated: 6 September 2021
Registered office: By order of the Board
Chequers Barn N W Narraway
Chequers Hill Secretary
Bough Beech
Edenbridge
Kent TN8 7PD
Notes:
1 . There are no longer any Covid-19 related legal prohibitions
on attending the meeting in person. However, in light of the
continuing impact of Covid-19, current government guidance, and
recognising that some members and proxies may still be reluctant to
attend in person, (i) the vote on each of the resolutions put to
the meeting will be taken on a poll; and (ii) shareholders are
strongly advised to appoint the chairman of the meeting as their
proxy.
2 . As a m e m ber of t he C o m p a n y, y ou are entitled to
appoint a pro xy to exercise all or any of y o ur righ ts to atte n
d, s peak and v o te at the Meeti ng a nd y ou s h ould have recei
ved a proxy f o rm with th is n otice of meeti ng. You can o n ly
appoint a proxy u s i ng t he proced u res set out in t hese n otes
a nd the n otes to the proxy f o r m.
3 . A proxy does n ot need to be a m e m ber of the C o m pany b
ut mu st attend the Meeting to represent y o u. Details of h ow to
appo i nt t he C hair m an of the Meeting or an other per s on as y
o ur proxy us i ng the proxy f o rm are set o ut in the n otes to t
he proxy f o r m. As all resolutions will be taken on a poll,
shareholders are strongly advised to appoint the chairman of the
meeting as their proxy.
4 . You m ay appoint m ore t h an o ne proxy pro vided each
proxy is appointed to exercise rig h ts attac h ed to different s
hares. You m ay n ot appoint m ore th an o ne proxy to e xercise
rig h ts attac hed to any one share. To a ppoint m ore th an o ne
prox y, y ou m ay p h otoco py the enclo sed pro xy f o r m.
5 . If y ou do n ot give y o ur proxy an in dication of h ow to
v ote on any resolutio n, y o ur proxy will v ote or ab stain f r
om v oti ng at h is or her discretio n. Yo ur proxy will v ote (or
ab stain f r om v oti n g) as he or she t h i n ks f it in relation
to any other matter w hich is p ut bef o re the Meetin g.
6 . T he n otes to t he proxy f o rm ex plain h ow to direct y o
ur proxy h ow to v ote on each res olution or wit h h old their v
ote.
7 . To appoint a proxy using the proxy f o rm, the form must be:
(a ) completed and signed;
(b ) sent or deli vered to the C o m p a n y 's Registrar s, Ne
ville Reg i strars L i mited, Ne ville
Ho use, Steelpark R oad, Hale s o w en B62 8HD; and
( c) received by no later th an 1 1.0 0a. m. on 28 September 20 21.
Any p o wer of attor n ey or a ny other a uth ority un der w
hich t he proxy f o rm is s i g ned (or a d u ly certified copy of
s uch p o wer or auth orit y) m u st be incl u ded with t he proxy
f o r m.
8 . To change y o ur proxy appoin t m e nt, s i m p ly su b mit
a new p roxy appoin t m e nt us i ng the meth ods set o ut abo ve.
Note that the cu t -o ff ti me f or receipt of pro xy appoin t
ments ( see abo ve) also apply in relation to a m e n ded instr
uctio ns; a ny a m e n ded pro xy appoin t ment recei ved after t
he relevant cu t - o ff ti me will be dis regarded.
W h ere y ou h a ve appointed a pro xy u sing t he har d -co py
p r oxy f o rm and w ould like to c han ge t he instr uctions u s i
ng a n other har d -copy proxy f o r m, y ou m ay p h otocopy t he
enclo sed pro xy for m.
I f y ou su b mit m ore t han o ne valid proxy appoin t m e nt,
the ap poin t ment recei ved last bef ore the latest ti me f or t
he receipt of pro xies will ta ke precedence.
9 . In order to rev o ke a proxy ap poin t m e nt y ou will need
to i n f o rm t he C o m p a ny by s e n ding a s i gned hard copy
n otice clear ly stating that y ou rev o ke y o ur p r oxy ap poin
t m e nt to Neville Reg i strars L i mited, Ne ville Ho use, Steel
park R oad, Hale s o w e n, B62 8HD. Any p o wer of attor n ey or
any o t her auth ority un der w hich t he r e v ocation n otice is
sig ned (or a d u ly certi fied co py of su ch p o wer or auth orit
y) mu st be incl u ded w i th the r e v ocation n otice.
T h e rev ocation n otice must be received by no later th an
11.00 a. m. on 28 September 2 0 21.
I f y ou atte m pt to rev o ke y o ur proxy appoin t m e nt but
t he rev ocation is received a fter the ti me s pecified th e n, s
u b ject to the parag raph directly belo w, y o ur pro xy appoin t
m e nt will r e main valid.
A ppo in t m e nt of a proxy does n ot preclu de y ou f r om
atte n d i ng t he Meeti ng and v oti ng in per s o n.
10 . P u r su a nt to R e g ulation 41 of the U ncerti ficated
Sec u rities Reg ulatio ns 2001, o n ly t h o se m e m bers
registered in t he reg i ster of m e m bers of the C o m p a ny as
at 6.00 p.m. on 28 September 20 21 shall be entitled to attend and
v ote at this Meeti ng in respect of the nu m ber of shar es
registered in t heir n a me at th at ti me. C h a ng es to entries
on t he rele vant reg i ster of sec u rities a fter s uch ti me s
hall be dis regarded in deter mining t he righ ts of any per s on
to atte nd or v ote at this Meeti n g.
This information is provided by RNS, the news service of the
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END
FR SSFEFMEFSEEU
(END) Dow Jones Newswires
September 07, 2021 02:00 ET (06:00 GMT)
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