REG - Trafalgar PropertyGp - Half-year Report
15/12/2025 12:30
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RNS Number : 6109L Trafalgar Property Group PLC 15 December 2025
15 December 2025
TRAFALGAR PROPERTY GROUP PLC
("Trafalgar", the "Company" or "Group")
Interim Results
for the six months ended 30 September 2025
Trafalgar (AIM: TRAF), the AIM quoted residential property developer operating
in southeast England, announces its interim results for the six months ended
30 September 2025 (the "Period").
Key financials:
· Turnover for the period was £715,000 (H1 2024: £600);
· Gross loss of £27,948 (H1 2024: gross profit £600), giving a loss
before tax of £155,451 (H1 2024: pre-tax loss: £83,010);
· EPS of (0.01p) (H1 2024 (0.01p); and
· Cash in bank at period end was £62,813 (H1 2024: £53,095); at 15
December 2025 cash at bank was £33,230.
Paul Treadaway, Chief Executive of Trafalgar, has commented: "The site at
Talbot Park is progressing well with the development of two detached
properties. It is expected that these will be finished and ready for sale by
April 2026. As indicated in the RNS in July 2025 Trafalgar had taken a 10%
stake in a potential development in Stockport, the Hilton House development.
Planning permission to convert the commercial properties to residential is
ongoing and a decision is expected in the near future. The directors continue
to seek other opportunities for Trafalgar and the results for the six months
to 30 September 2025 reflect that we are building assets to take advantage of
the market in the future."
Copies of the interim report will be available later today on the Company's
website, www.trafalgarproperty.group (http://www.trafalgarproperty.group)
Enquiries:
Trafalgar Property Group Plc +44 (0) 1732 700 000
Paul Treadway
+44 (0) 20 3368 3550
Spark Advisory Partners Ltd - AIM Nominated Adviser
Matt Davis/James Keeshan
AlbR Capital Limited - Broker +44(0)20 7409 0930
Duncan Vasey/Lucy Williams
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 (http://www.trafalgar-new-homes.co.uk/)
www.trafalgarproperty.group (http://www.trafalgarproperty.group) .
TRAFALGAR PROPERTY GROUP PLC
INTERIM REPORT FOR THE SIX MONTHS ENDED 30 SEPTEMBER 2025
CHIEF EXECUTIVE'S REPORT
I present the Company's Interim Results for the six month period to 30
September 2025. Revenue for the period was £715,000 and cost of sales was
£742,948 giving a gross loss for the period of £27,948.
Mortgage and private loan interest was paid during the period of £49,293 of
which £40,032 was capitalized as part of inventory as relating to the
development at Talbot Park.
The result of the above is a loss before taxation for the period of £155,451.
The directors continue to consider relevant information including the on-going
cost-of-living issues, static higher interest rates and unpredictable
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 2025 for the Group are
as follows:
- Trafalgar New Homes agreed a construction contract with a local
developer for the construction of two detached properties on the Talbot Park
site. Construction has started and it is expected that completion of the two
properties will be April 2026. The site at Speldhurst was eventually sold in
the period for £715,000.
- During the period, the Company acquired a 10% equity interest in
Hilton House from Trafalgar Director, Paul Elliott, a commercial property
located in central Stockport, Manchester, for a purchase price of £350,000.
The consideration for the 10% interest in Hilton House was satisfied through a
combination of equity issuance and a convertible loan note as noted in the 31
March 2025 accounts. As of the reporting date, 366,666,667 ordinary shares at
£0.0003 amounting to £110,000 were issued to the vendor as partial
consideration of the acquisition. The balance of £240,000 was recognised in
the balance sheet pending the issuance of the convertible loan note.
- The Company was pleased to announce that Wager Holdings Limited
("Wager") invested £50,000 by way of direct subscription (the "Subscription")
of 500,000,000 new ordinary shares of £0.0001 each in the capital of the
Company (the "Subscription Shares"), at a price of £0.0001 per share (the
"Issue Price" during the period. In addition to the Subscription, Trafalgar
created 150,000 £1 unsecured interest free convertible loan notes ("CLNs")
and enter into a formal agreement to issue those 150,000 CLNs for a
subscription value of £150,000 (the "Wager CLN") from Wager. Of this CLN,
£100,000 has so far been drawn down. These fund were used primarily to fund
working capital requirements.
Paul Treadaway
Chief Executive
15 December 2025
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2025
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
6 month 6 month Year
period ended period ended ended
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
Note £'000 £'000 £'000
Revenue 715 1 1
Cost of sales (743) - (132)
Gross (loss)/profit (28) 1 (131)
Administrative expenses (118) (192) (386)
Underlying operating (loss) (146) (191) (517)
Interest income 1
Other income 118 136
Interest payable and similar charges (9) (10) (20)
(Loss) before taxation (155) (83) (400)
Tax payable on profit on ordinary activities 5 - - -
(Loss) after taxation for the period/year (155) (83) (400)
Other comprehensive income
Total comprehensive (loss) for the period/year (155) (83) (400)
(Loss) attributable to:
Equity holders of the parent (155) (83) (400)
Total comprehensive (loss) for the period/yearattributable to:
Equity holders of the parent (155) (83) (400)
(LOSS) PER ORDINARY SHARE;
Basic/Diluted 6 (0.01)p (0.01)p (0.05)p
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 2025
CONSOLIDATED STATEMENT OF FINANCIAL POSITION
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
Note £'000 £'000 £'000
Non-current assets
Tangible fixed assets - 1 -
- 1 -
Current assets
Inventory 844 1,386 1,310
Investment properties 7 350 - -
Trade and other receivables 142 155 65
Cash at bank and in hand 63 53 28
1,399 1,594 1,403
Total assets 1,399 1,595 1,403
EQUITIES AND LIABILITIES
Current liabilities
Trade and other payables 479 237 348
Borrowings 577 981 966
1,056 1,218 1,314
Non-current liabilities
Borrowings 3,476 3,298 3,227
Total liabilities 4,532 4,516 4,541
Equity attributable to equity holders of the Company
Called up share capital 8 & 9 3,347 3,237 3,260
Share premium account 4,286 4,136 4,213
Loan note equity - - -
Reverse acquisition reserve (2,818) (2,818) (2,818)
Capital contribution reserve 10 400 400 400
Profit and loss account (8,348) (7,876) (8,193)
Total Equity (3,133) (2,921) (3,138)
Total Equity and Liabilities 1,399 1,595 1,403
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2025
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
Share capital Share premium Reverse acquisition reserve Retained profits Capital contribution reserve Total equity
/(losses)
£'000 £'000 £'000 £'000 £'000 £'000
At 1 April 2025 3,260 4,213 (2,818) (8,193) 400 (3,138)
Loss for the period (155) (155)
Total comprehensive loss for the period (155) (155)
Issuance of shares for the period 87 73
At 30 September 2025 3,347 4,286 (2,818) (8,348) 400 (3,133)
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 0.01p 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.
Capital contribution reserve details are further provided in Note 10
TRAFALGAR PROPERTY GROUP PLC
CONSOLIDATED UNAUDITED INTERIM RESULTS FOR THE
SIX MONTHS ENDED 30 SEPTEMBER 2025
CONSOLIDATED STATEMENT OF CASH FLOWS
6 month 6 month Year
period ended period ended ended
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
Note
£'000 £'000 £'000
Cash flow from operating activities
Operating loss (155) (83) (400)
Miscellaneous Income - (118) (136)
(Increase)/decrease in inventory 466 (611) (535)
(Increase)/decrease in receivable (76) (75) 14
Increase/(Decrease) in payable 131 (50) 198
Interest income - - (1)
Interest payable 9 10 20
Net cash inflow/(outflow) from operating 375 (927) (840)
Activities
Investing activities
Investment property acquisition (350) - -
Interest received - - 1
Net cash used in investing activities (350) - 1
Taxation - -
Financing activities
Issue of shares (net of costs) 8 160 - 100
New loan borrowings 758 1,142 1,244
Related party new loan borrowings 114 295 705
Related party loan repayment (34) - (460)
Repayment loan borrowings (979) (456) (711)
Interest paid (9) (10) (20)
Net cash flow from financing 10 971 858
Increase in cash and cash equivalents in the period/year 35 44 19
Cash and cash equivalents at the beginning of the year 28 9 9
Cash and cash equivalents at the end of the period/year 63 53 28
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 2025 to 30 September 2025. The results for the year ended
31 March 2025 have been extracted from the statutory financial statements for
the Group for the year ended 31 March 2025. 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 2025, 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 2025.
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 2025
was approved by the Directors on 15 December 2025.
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.
4. MISCELLANEOUS INCOME
The write off of £Nil (2024: £118,000) relates to part of the amount
received from Ecap Esports Ltd used in the period to cover direct costs
associated with the proposed reverse takeover as stated in Note 20 of the year
end accounts to 31 March 2025. The balance remaining at 30 September 2025 was
£23,965.
5. TAXATION
6 month 6 month Year
period ended period ended ended
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
£'000 £'000 £'000
Current tax - - -
Tax charge/(credit) - - -
(Loss)/profit on ordinary activities before tax (155) (83) (400)
Based on profit for the period / year:
Tax at 19% (2022: 19%) (30) (21) (76)
Effect of:
Losses carry forward 30 21 76
Tax charge for the period / year - - -
No tax provision has been made on account of brought forward losses.
6. LOSS PER ORDINARY SHARE
The calculation of loss per
ordinary share is based on the following (losses) and number of shares:
6 month 6 month Year
period ended period ended Ended
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
£'000 £'000 £'000
Loss for the period / year (155) (83) (400)
Weighted average number of shares for basic 1,269,888,583 653,102,371 740,573,323
profit/(loss) per share
Weighted average number of shares for diluted 1,269,888,583 653,102,371 740,573,323
profit/(loss) per share
LOSS PER ORDINARY SHARE;
Basic (0.01)p (0.01)p (0.05)p
Diluted (0.01)p (0.01)p (0.05)p
7. INVESTMENT PROPERTIES
6 month 6 month Year
period ended period ended Ended
30 September 2025 30 September 2024 31 March
(Unaudited) (Unaudited) 2025
(Audited)
£'000 £'000 £'000
FAIR VALUE
Beginning of the period/ year - - -
Additions 350 - -
Disposals - - -
Fair Valuation Adjustment - - -
NET BOOK VALUE 350 - -
New investment properties acquired from Trafalgar Director, Paul Elliott (the
"Vendor"), with a 10% equity interest in Hilton House, a commercial property
located in central Stockport, Manchester, for a purchase price of £350,000.
8. SHARE CAPITAL
Issued allotted & paid share capital 30 September 2025 31 March 2025
Number Number
Ordinary shares
Ordinary shares of 0.1p in issue 879,352,371 653,102,371
Subdivision of shares from 0.1p to 0.01p - (653,102,371)
After subdivision of share to 0.01p - 653,102,371
Issued ordinary shares of 0.01p in year 866,666,667 226,250,000
Total ordinary shares of 0.01p in issue 1,746,019,038 879,352,371
Deferred shares
Deferred shares of 0.9p in issue 352,454,466 287,144,228
Subdivision of shares at 0.09p - 653,102,371
Consolidation of shares from 0.09p - (653,102,371)
After consolidation of shares to 0.9p - 65,310,238
Total Deferred shares of 0.9p in issue 352,454,466 352,454,466
Equating to: 30 September 2025 31 March 2025
£000 £000
Ordinary shares b/fwd 88 653
Subdivision of shares - (588)
Issued in year - ordinary shares 87 23
Total ordinary shares 175 88
Deferred shares b/fwd 3,172 2,584
Subdivision and consolidation of shares in the year - 588
Total deferred shares 3,172 3,172
Share Capital 3,347 3,260
For the purposes of preparing the consolidated interims for 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
New shares issued in the period included part of the consideration for the 10%
interest in Hilton House through the issue of 366,666,667 ordinary shares at
£0.0003 amounting to £110,000 the investment by Wager Holdings Limited
("Wager") who invested £50,000 by way of direct subscription (the
"Subscription") of 500,000,000 new ordinary shares of £0.0001 each in the
capital of the Company (the "Subscription Shares
2024 CLN Issue
On 7 November 2024, C C Johnson issued a conversion notice to the Company in
relation to the entirety of the £99,550 unsecured convertible loan notes held
by him in the Company (the "2024 CLN"). As a result, and as per the original
terms of the 2024 CLN, the Company has issued to C C Johnson 226,250,000 new
Ordinary Shares at £0.00044 per ordinary share.
Deferred Shares
On 04 November 2024, the company undertook a sub-division of ordinary shares
which subdivided the 653,102,371 0.1p ordinary shares into 653,102,371 0.01p
and a new 653,102,371 deferred shares 0.09p each. The 0.09p deferred shares of
0.09p each were then consolidated into deferred shares of 0.9p each ranking
pari passu as one class with the existing deferred shares of 0.9p each. At the
same time 9 deferred shares were held in treasury.
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.
9. SHARE WARRANTS
There were no Share warrants as at the period end.
10. 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 in the year to 31
March 2025. 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.
11. SUBSEQUENT EVENTS
On 16 October 2025, further to the Company's announcement on 16 July 2025,
regarding the proposed issue to Wager Holdings Limited ("Wager") of up to
150,000 unsecured, interest-free £1 convertible loan notes (the "Wager CLN")
to fund working capital, Trafalgar announced that it had drawn down 100,000
Wager CLNs for gross proceeds of £100,000.
The drawdown had been made on the terms described in the 16 July 2025
announcement, including (among other things): (i) maturity on or before 31
December 2025; (ii) interest-free and unsecured; (iii) convertible at £0.0001
per Ordinary Share; and (iv) transferable and unquoted. Any conversion remains
subject to the restriction that, immediately following conversion, Wager
(together with persons acting in concert, as defined in the Takeover Code)
shall not hold 29.9% or more of the Company's voting rights, subject to
limited exceptions.
Use of proceeds
The proceeds were applied primarily to the Group's working capital
requirements.
Facility headroom
Following this drawdown, £50,000 of the £150,000 Wager CLN facility remains
available to be drawn.
Admission and total voting rights
No new Ordinary Shares were issued in connection with this drawdown. The
Company's issued share capital was therefore unchanged. A further announcement
will be made in due course should any CLNs be converted into new Ordinary
Shares.
As Wager Limited is a substantial shareholder in the Company, the issue of the
CLN constitutes a related party transaction under Rule 13 of the AIM Rules for
Companies. The Directors of Trafalgar, all of whom are independent in respect
of the related party transaction, having consulted with SPARK, the Company's
Nominated Adviser, consider that the issuance and terms of CLN are fair and
reasonable insofar as the Company's Shareholders are concerned.
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