6. EMPLOYEES AND DIRECTORS’ REMUNERATION

12. SHARE CAPITAL

      Authorised share capital

9. DEBTORS

Directors and management: There are no retirement benefits accruing to any of the Directors.

£4,994 (2018: £4,994) was paid to Mr Norman Lott for his professional services.

Additional directors remuneration of £60,000 (20168: £60,000) was paid to a director through subsidiary entities.

7. INVESTMENTS

The company owns the following undertakings, all of which are incorporated in the United Kingdom and have their registered offices at Chequers Barn, Chequers Hill, Bough Beech, Edenbridge, Kent, TN8 7PD

10. CREDITORS: AMOUNTS FALLING DUE WITHIN ONE YEAR

11.  FINANCIAL INSTRUMENTS

13. SHARE PREMIUM ACCOUNT

14. PROFIT AND LOSS ACCOUNT

15. RECONCILIATION OF MOVEMENTS IN SHAREHOLDERS’ FUNDS

16. INTERCOMPANY

The company has taken advantage of the exemption conferred by FRS102 Section 22 “Related Party disclosures” not to disclose transactions undertaken with other members of the group.

Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below.  The notice of AGM is HERE.

Ordinary business at the AGM

In addition to the re-election of a Director (resolution 4) and renewal of authorities to allot shares (resolutions 5 and 6), the following ordinary business resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts.  The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2019, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of MHA MacIntyre Hudson as auditors of the Company.  The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

Re-election of Directors

Under the Articles of Association, Directors must retire and submit themselves for re-election at the annual general meeting if they have not done so at either of the two previous annual general meetings.  Following the board changes since the last annual general meeting, no Directors need to retire by rotation at this year’s annual general meeting.

Directors appointed since the previous annual general meeting are required to be re-appointed at the next annual general meeting.  By resolution 4, Paul Treadaway is submitted for re-appointment.

Grant of authorities to allot shares

The Company currently has an issued ordinary share capital of £425,690.38 divided into 487,690,380 Ordinary Shares of  0.1p.  The Company has outstanding warrants to subscribe for 4,567,504 Ordinary Shares at 2p per share.  Following the share re-organisation in March 2018, the Company also has 238,375,190 deferred shares of 0.9p in issue (£2,145,376.71 in nominal amount).

The Board proposes to renew the current authorities to allot shares, which expire at the next AGM.  Accordingly, resolutions 5 and 6 are being proposed at the AGM for the purpose of (i) granting the Directors general authority to allot up to £244,000 in nominal amount (equivalent to 24,000,000 ordinary shares)  and (ii) disapplying pre-emption rights in connection with the allotment of up to £97,500 in nominal amount (equivalent to 97,500,000 ordinary shares).  Both authorities will provide residual authorities equivalent to approximately 50% of the current issued ordinary share capital generally and 20% of the current issued ordinary share capital for issues for cash.

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8. IMPAIRMENT

The investment carried in the Plc entity financial statements reflects the entity’s control over Trafalgar New Homes Limited, Combe Bank Homes (Oakhurst) and Combe Bank (Borough Green) Limited. During the year the entity also acquired Trafalgar Retirement + Ltd and the additions to the investment value reflect the consideration paid for that acquisition.

There has been minimal trading in Combe Bank Homes (Oakhurst) and Combe Bank (Borough Green) Limited and both entities now hold very little inventory.

Development continues in Trafalgar New Homes Limited and there have been sales of five properties in the year, however due to the factors laid out in the Operations review, there has been some erosion of the margins that had been anticipated at the start of the year.

Management have performed a review of the assets and liabilities of the underlying subsidiaries which form the value of the investment.

In performing this assessment consideration has been given to anticipated profits on ongoing developments. In addition, the value of land options in Trafalgar Retirement + have been re-assessed. At the time of approval of the financial statements there is no confirmed planning permission on these land options.

Where the ‘real’ net asset value is in excess of the carrying value of the investment in the Plc entity statement of financial position, there is no indication of impairment.

Due to the uncertainties and timing of developments it has been agrred by management not to include any future anticipated profits of developments in their assessment. Therefore the net asset value of the underlying investments does not support the Trafalgar Property Group’s carrying value of investments in Trafalgar New Homnes Ltd, Combe Bank Homes (Oakhurst), Combe Bank (Borough Green) and Trafalgar Retirement +.

Management have concluded that an impairment of the investments is prudent and that these will be written down to zero.

Deferred shares do not entitle the holder to receive notice of and to attend or vote at any general meeting of the Company or to receive dividends or other distributions. Upon winding up or dissolution of the Company the holders of deferred shares shall be entitled to receive an amount equal to the nominal amount paid up thereon, but only after holders of Ordinary shares have received £ 100,000 per Ordinary Share. Holders of deferred shares are not entitled to any further rights of participation of the assets of the Company. The company has the right to purchase the deferred Shares in issue at any time for no consideration.

Issued, allotted and fully paid