Annual report & consolidated financial statements 2025

Page 4


2025

2024


£

£

C C Johnson



Opening balances

2,219,818

3,123,798

Loan repayments

0

(993,297)

Personal drawings

(2,877)

(15,283)

Capital injected

707,848

104,600

Balance carried forward

2,924,789

2,219,818




P Treadaway



Opening balances

(36,969)

(36,849)

Repaid/(Drawn) in year

6,000

(120)

Closing balance

(30,969)

(36,969)




C C Johnson’s loan bore interest during the year at 5% (2024: 5% pa), but he has chosen to forego the interest as he did in 2024. C C Johnson was due interest of £nil in the year (2024: £nil). C C Johnson is no longer a Director of Trafalgar Property Group Plc, but remains a director of other entities to the Group and remains a shareholder.

G. Howard (son-in-law to C C Johnson) had previously advanced loans of £560,000 (2024: £560,000) to the Company at rates of 10% & 5% per annum (2024: 10% & 5% pa). Of these loans, £460,000 has been repaid during the year.

During the year, rents were paid of £6,882 (2024: £9,142) to the Combe Bank Homes Pension Scheme which owns the freehold offices at Chequers Barn. C C Johnson is a Trustee and Beneficiary of that Pension Scheme.

During the year, payments amounting to £4,850 (2024: £1,938 ) were made to Real Time Accounting Ltd for bookkeeping services. G M Thorneycroft is a majority shareholder and director of Real Time Accounting Ltd.

During the year, payments amounting to £nil (2024: £ nil) were made to May Barn Horticultural Consultancy Ltd, for hydroponic consultancy services, a company that Dr P F Challinor was a director and major shareholder. In 2024, it was agreed to write-off the balance due to May Barn of £18,333 for the hydroponic assets owned by Dr P F Challinor on the basis that both parties have agreed to waive the amount payable.

16. SHARE WARRANTS

Following the conversion of the 2022 CLN with C C Johnson the warrants attaching to that CLN have now expired and there are no warrants remaining.

17. CAPITAL CONTRIBUTION RESERVE

The capital contribution reserve of £400,147 (2024: £400,147 ) related to the renegotiation of interest accruing on loans from G Howard to below market rate terms. Interest was reduced from 10% pa to 5% pa for the entire term of the loans and is now non compound.

As G Howard is related to C C Johnson, a related party, a Capital Reserve was created. In the current year, a further provision of £nil (2024: £nil) was recognized as a result of G Howard waiving all interest due on the loan outstanding.

18. CATEGORIES OF FINANCIAL INSTRUMENTS

All financial instruments are measured under IFRS 9 at amortised cost.

Financial Risk Management

The Group’s financial instruments comprise cash and various items such as trade and other receivables, and trade and other payables, all of which arise directly from its normal operations. The carrying values of all of the Group’s financial instruments approximate their fair values at 31 March 2025 and 31 March 2024. The Accounting Policies described on pages 26 - 27 outlines how the financial instruments are measured.

Through its normal operations the Group is exposed to a number of financial risks. The Board reviews and agrees policies for managing each of these risks as summarised below:

Capital risk management

The Group considers its capital to comprise its share capital and share premium. The Group’s capital management objectives are to safeguard the entity’s ability to continue as a going concern, so that it can continue to provide returns for shareholders and benefits for other stakeholders and to provide an adequate return to shareholders by pricing products and services commensurately with the level of risk.

Material Accounting Policies

Details of the significant accounting policies and methods adopted, including the criteria for recognition, the basis of measurement and the basis on which income and expenses are recognised, in respect of each class of financial asset, financial liability and convertible debt are disclosed on pages 23 to 28 to these financial statements

Foreign currency risk

The Group has minimal exposure to the differing types of foreign currency risk. It has no foreign currency denominated monetary assets or liabilities and does not make sales or purchases from overseas countries.

Interest rate risk

The Group is sensitive to changes in interest rates where interest is charged on a variable rate basis. This risk has been minimized by:

the original bank loan with Lloyds Bank has been replaced by a loan with CPF One Ltd after the year end, following completion of the construction work, changing from a variable rate basis on to a fixed rate facility.,

renegotiation of interest rates on some of the other loans from 10% to 5% (all fixed rates) all then being forgone by the lender,

partial repayments made in the year on other loans and,

Credit risk management

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Group. There is limited exposure due to no trade receivables and that the primary exposure relates to cash and cash equivalents, which are all deposited with reputable banks.

Liquidity risk management

This is the risk of the Group not being able to continue to operate as a going concern. The sale of the completed Speldhurst property provided cash flow to the business. The new project at Talbot Park, now planning permission has been obtained, is expected to provide a good profit as two four-bedroom detached properties are being built. Current financing is provided by external financial institutions supported by C C Johnson.

The Group has received £50,000 of income from a share subscription after the balance sheet date and a new CLN for £150,000 has been signed and can be drawn down in tranches.

The Directors have, after careful consideration of the risks above, concluded that it is appropriate to adopt the going concern basis for the preparation of the financial statements and the financial statements do not include any adjustments that would result if the going concern basis was not appropriate.

Derivative financial instruments

The Group does not currently use derivative financial instruments as hedging is not considered necessary.

Should the Group identify a requirement for the future use of such financial instruments, a comprehensive set of policies and systems as approved by the Directors will be implemented.

15. RELATED PARTY TRANSACTIONS

C C Johnson, a subsidiary Director who served during the year, held 244,931,580 ordinary 0.01p shares in the Group as at 31 March 2025 (2024 18,681,580 ordinary 0.1p).

N A C Lott, who served as a Director during the year, held 50,000 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 50,000 ordinary 0.1p).

P A Treadaway who served as a Director during the year, held 133,409,829 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 133,409,829 ordinary 0.1p).

G M Thorneycroft who served as a Director during the year, held 23,327,273 ordinary 0.01p shares in the Group as at 31 March 2025 (2024: 23,327,273 ordinary 0.1p).

Further details relating to warrants can be found under note 16.

The following working capital loans have been provided by the following Directors:


For Page 1, click HERE

For Page 2, click HERE

For page 3, click HERE

For page 5, click HERE





Issued, allotted and fully paid

2025

2024


£

£

Ordinary shares b/fwd

653,102

275,852

Subdivision of shares

(587,792)


Issued in year - Ordinary shares

22,625

377,250

Total ordinary shares

87,935

653,102

For the purpose of preparing the consolidated financial statement of the Group, share capital represents the nominal value of the issued share capital of 0.01p per share (2024: 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 0.01p.

Deferred shares b/fwd

2,584,298

2,584,298

Subdivision of shares

587,792


Total deferred shares

3,172,090

2,584,298

Share capital

3,260,025

3,237,400