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Trafalgar Property Group PLC Final Results

07/09/2021 7:00am

UK Regulatory (RNS & others)


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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.

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