Company Announcements

15 December 2023

TRAFALGAR PROPERTY GROUP PLC

("Trafalgar", the "Company" or "Group")

Interim Results

for the six months ended 30 September 2023

Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating in southeast England, announces its interim results for the six months ended 30 September 2023 (the "Period").

Key financials:

Enquiries:

Notes to Editors:

Trafalgar Property Plc is the holding company of Trafalgar New Homes Limited, Selmat Limited and Trafalgar Retirement+ Limited, residential property developers operating in the southeast of England. The founders have a long track record of developing new and refurbished homes, principally in Kent and Surrey.

The Company's focus is on the select acquisition of land for residential property development. The Company outsources all development activities, for example the obtaining of planning permission, design and construction, and uses fixed price build contracts, enabling it to tightly control its development and overhead costs.

For further information visit www.trafalgarproperty.group.

TRAFALGAR PROPERTY GROUP PLC

INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2023

CHIEF EXECUTIVE'S REPORT

I present the Company's Interim Results for the six month period to 30 September 2023.  Revenue for the period was £nil and cost of sales was £nil giving a gross profit for the period of £nil.

Mortgage and private loan interest was paid during the period of £31,589of which £14,810 was capitalized as part of inventory as relating to the development at Speldhurst with a further £38,643 of loan note equity interest being accrued in the period.

The result of the above is a loss before taxation for the period of £214,270.

The directors continue to consider relevant information including the current cost-of-living crisis, higher interest rates and higher inflation, which are driving a challenging market and have performed a robust analysis of future cash flows.

Based on their assessments and having regard to resources available to the entity, the directors have concluded that they can continue to adopt the going concern basis in preparing the financial statements.

A summary of activities in the 6 months to 30 September 2023 for the Group are as follows:

-       Trafalgar New Homes has continued to develop the site at Speldhurst and the building of a single dwelling is progressing well with no adverse issues affecting the planned completion by the end of the year.

-       Selmat sold the final investment property in Hildenborough in September 2023 for £940,000 before costs.

-       A placing of shares was carried out in September 2023 raising a gross amount of £125,000, before costs, to be used for working capital purposes.

-       The Group continues to look for opportunities in vertical farming but the cost of energy in the UK has meant the Group are widening its search to areas outside of the UK.

Paul Treadaway

Chief Executive

15 December 2023

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME

All results in the current and preceding financial period derive from continuing operations.

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

CONSOLIDATED STATEMENT OF FINANCIAL POSITION

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

For the purpose of preparing the consolidated financial statement of the Group, the share capital represents the nominal value of the issued share capital of 0.1p per share. Share premium represents the excess over nominal value of the fair value consideration received for equity shares net of expenses of the share issue.

The reverse acquisition reserve related to the reverse acquisition between Trafalgar Property Group plc and Trafalgar New Homes Limited on 11 November 2011.

Loan note equity further details are provided in Note 7. Capital contribution reserve details are further provided in Note 9.

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

CONSOLIDATED STATEMENT OF CASH FLOWS

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

NOTES TO THE FINANCIAL INFORMATION

1.                GENERAL INFORMATION

This financial information is for Trafalgar Property Group Plc ("the Company") and its subsidiary undertakings. The Company is incorporated in England and Wales.

2.                BASIS OF PREPARATION

The interim consolidated financial information has been prepared with regard to International Financial Reporting Standards (IFRS) as  adopted for use in the  United Kingdom  (UK IFRS) and those parts of the Companies Act 2006 that are relevant to companies, which report in accordance with IFRS. The interim financial information incorporates the results for the Group for the six month period from 1 April 2023 to 30 September 2023. The results for the year ended 31 March 2023 have been extracted from the statutory financial statements for the Group for the year ended 31 March 2023. The financial information set out in these interim consolidated financial information does not constitute statutory accounts as defined in S434 of the Companies Act 2006. They do not include all of the information required for full annual financial statements and should be read in conjunction with the consolidated financial statements of the Group for the year ended 31 March 2023, which contained an unqualified audit report and have been filed with the Registrar of Companies. They did not contain statements under S498 of the Companies Act 2006.

The same accounting policies, presentation and methods of computation have been followed in these unaudited interim financial statements as those which were applied in the preparation of the group's annual financial statements for the year ended 31 March 2023.

The interim consolidated financial information incorporates the financial statements of Trafalgar Property Group Plc and its subsidiaries.

The interim financial information for the six months ended 30 September 2023 was approved by the directors on 15 December 2023.

3.                SEGMENTAL REPORTING

For the purpose of IFRS 8, the chief operating decision maker ("CODM") takes the form of the Board of Directors. The Directors' opinion of the business of the Group is that the principal activity of the Group was residential property development and there is considered to be one reportable geographical segment, that of property development carried on in the UK. The internal and external reporting is on a consolidated basis with transactions between Group companies eliminated on consolidation. Therefore, the financial information of the single segment is the same as that set out in the consolidated statement of comprehensive income, the consolidated statement of changes in equity, the consolidated statement of financial position and cash-flows.

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

NOTES TO THE FINANCIAL INFORMATION

4.                TAXATION

No tax provision has been made on account of brought forward losses.

5.                PROFIT/(LOSS) PER ORDINARY SHARE

The calculation of profit/ (loss) per ordinary share is based on the following (losses) and number of shares:

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

NOTES TO THE FINANCIAL INFORMATION

6.                   INVESTMENT PROPERTIES

Properties have been assessed at Fair value basis at 31 March 2023 by using level 3 fair value hierarchy and using the selling price achieved following the sale of one leasehold property in September 2023 for £927,249.

7.      SHARE CAPITAL

          Authorised Share Capital

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

NOTES TO THE FINANCIAL INFORMATION

For the purposes of preparing the consolidated interims for the Group, share capital represents the nominal value of the issued share capital of 0.1p per share (2022:0.1p 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

On 12 September 2023, the Company issued 125,000,000 new ordinary shares at 0.1p fully paid up in cash at 0.1p per share under a placing which was announced on 18 August 2023, raising £125,000 before expenses.  

On the 31 July 2022 the Company agreed with Mr C C Johnson a consolidation and variation of terms of the two unsecured convertible loan notes and direct debt held by him. The conversion of the total amount owed to him by the Company (£905,000) has resulted in the issue to Mr C C Johnson of a new unsecured conversation loan note for an aggregate amount of £905,000, expiring 31 July 2024.

The new unsecured convertible loan note is convertible in full into 226,250,000 ordinary shares of 0.4p per ordinary share and can be converted by Mr Johnson, subject inter alia to his entire holding being less than 29.99 per cent of the voting rights in issue in the Company.

The new unsecured convertible loan note carried the right upon a conversion, to the grant of warrants to subscribe for ordinary shares on a one for one basis, exercisable at the conversion price for a period of two year from the date of grant.

Loan note equity reserve is the amount that has been provided for in respect of the difference between the cash value and liability element of the loan notes. 

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 £905,000 (2022 £800,000) and the fair value of a debt only instrument with a 10% imputed interest rate and a final settlement figure of £905,000 in July 2024.  This 10% imputed interest rate of £38,643 (2022: £24,242),  is managements' best estimate as to the interest rate that would be expected from the market for an unsecured loan of £905,000 without a conversion element.

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

TRAFALGAR PROPERTY GROUP PLC

CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE

SIX MONTHS ENDED 30 SEPTEMBER 2023

NOTES TO THE FINANCIAL INFORMATION

8.                SHARE WARRANTS

Share warrants as at the year end relate to the convertible loan note with Mr C C Johnson, details of this arrangement are given in Note 7 to these accounts.

9.             CAPITAL CONTRIBUTION RESERVE

The capital contribution reserve of £400,147 related to the renegotiation of interest accruing on loans to Mr G Howard - a related party on the year to 31 March 2023.  Interest has reduced from 10% pa to 5% pa for the entire term of the loans and is now non compound.  However, interest has been paid on one loan of £100,000 at the rate of 10% pa and this has not been affected and continues to be paid monthly.

10.                SUBSEQUENT EVENTS

There are no subsequent events to date.