Trafalgar New Homes Plc

August 31, 2012 10:59 ET

Audited Final Results for the period ended 31 March 2012

31 August 2012

                                            Trafalgar New Homes PLC
                             (The "Company" and with its subsidiaries "the Group")
                           Audited Final Results for the period ended 31 March 2012

It is  with great pleasure that I present the Report and Accounts for the Company for the period ended 31st
March 2012.

The year has seen great changes in the Company. On 13th September 2011 completion of the Administration
Procedure of the Company was announced, confirming that the Company was no longer in Administration.

On 13th October 2011 the Company announced that it had entered into a conditional agreement  to  acquire  the
entire issued share capital of Combe Bank Homes Ltd and its subsidiaries ("CBH") by the issue of new shares  in
the  Company.  CBH  was  established  in  2006 to undertake residential  development  in  both  new  build  and

On 11th November 2011 the Company was pleased to announce both completion of the acquisition of CBH and the re-
admission of the Company's entire issued Ordinary Share capital to trading on the PLUS-Stock Exchange.

At the same time Mr. Robert McKendrick and Mr. James Reid resigned as Directors of the Company and Christopher
Johnson  and Alexander Johnson, the Directors of CBH, joined the Board as Executive Directors of your Company,
forming  the new management team. Mr. Andrew Moore subsequently resigned his Directorship of the Company  for
personal reasons but continues to undertake the Company Secretarial role.

Following the issue of shares at the time of the completion of the Administration and the issue of shares for
the acquisition of CBH, the Company now has 214,375,200 ordinary shares in issue.

On  6th December 2011, Mr. Norman Lott FCA was appointed a Non-Executive Director and on 17th May 2012, I was
appointed as Independent Non-Executive Chairman of the Company.

I was delighted  to accept the role of Chairman of this Company as I have a strong belief in  the  management
team, having known them for many years. I believe that they will successfully pursue their stated aim to  make
this Company and its subsidiaries a force to be reckoned with in the house building market in the South East of
England, their chosen area of operation.

The  benefit of the acquisition of CBH and its subsidiaries can be seen in the results for the financial period
ended  31st  March  2012  which shows a post tax profit for the financial period of  £208,464  (year  ended  30
November 2010: loss of £903,100) and earnings of 0.1p per ordinary share (year ended 30 November 2010: loss per
ordinary share of 0.47p).  This is however, after writing-off £291,075 of exceptional one-off costs (year ended
30 November 2010: nil) relating to the acquisition of Combe Bank Homes Ltd.

I  am encouraged by the growth strategy now in place, with development underway on sites, which are anticipated
to contribute to the Company's financial performance for the years ending March 2013 and 2014.

It leaves me now  only  to thank those who have served the Company through its difficult times and to
congratulate  my fellow board members on their efforts in achieving a positive set of results  for the period
under review, enabling us all to look forward to the future with optimism.

James Dubois


Operations Review

The last year has seen the Group make great progress in fulfilling its aim to be a force in the house building
market, in its chosen geographical area of operation which remains primarily Kent, East Sussex, Surrey and  the
outer London M25 ring.

The year under review has seen an improvement in the fortunes of house building companies generally and it is
no surprise that we are no exception. However, the very satisfactory results achieved are exciting and augur
well for the future.

At the start of the last financial period the Group was on site and building out developments at Deal and
Aylesford in Kent and Crowborough in East Sussex and undertaking a project management role for a fee on a
development in Frant Road, Tunbridge Wells, Kent. The type of housing units being developed ranged from one
bed  starter homes to an executive five bed detached house. The sites were all in the preferred range, being
one  to  twenty unit sites. No flat developments were undertaken during the period.   All  the  houses  were
completed and sold contributing to the turnover for the period and the profit.

The consolidated profit of £499,536 (year ended 30 November 2010: loss of £903,100) before exceptional costs of
£291,075 (year  ended 30 November 2010: nil) is a good start.  The losses carried forward from previous  years
indicate that it is unlikely that there will be a tax charge in 2012 or 2013.

The  success  of  our development activities through the period is shown in the gross profit achieved  for  the
period under review; this profitability being further enhanced by the addition of rental income generated  from
some  of the developments undertaken by the Group in previous periods which were retained and rented out  owing
to a lack lustre sales market at the time.

The period under review also saw us commence work on our flagship site at Oakhurst Park Gardens, Hildenborough,
Kent  and  our site at Edenbridge, Kent.  These two sites (of 24 units in total) should generate a  substantial
turnover over the two financial years ended 31.03.2013 and 31.03.2014.

During the current period, we also intend to start work on two smaller sites owned by the Company in Sheerness,
Kent (six units) and Chatham, Kent (three units).

As stated  in the Company's circular to shareholders dated 8th November, 2011, the declaration and payment  of
dividends is at the discretion of the Board and depends upon future funding requirements, profits generated and
the  available reserves of the Company.  It remains the Board's intention to give consideration to the  payment
of a dividend as soon as possible.

We continue to negotiate the purchase of a number of sites, some with planning permission and  some  without
planning  consent  where we are confident that we will obtain planning permission, which should  result  in  an
enhancement of the land value accordingly.  We have and are entering into options and conditional contracts  on
land  in our chosen area of operation, to ensure continuity of development activity, with a view to laying  the
ground work for 2015 and onwards.

The principal area of operations for the Group has remained Kent and the Southern outer London Boroughs, Surrey
and  East  Sussex.  We intend for the Group to continue its successful policy of developing property  of  high
quality  in  its  chosen  area.   It  will continue to pursue an aggressive, but  controlled  land  acquisition
programme  to  satisfy the likely needs and demands of house buyers, preferring to develop a broad  and  varied
range of residential homes.

As  mentioned  above, our forward land supply situation has remained good and we have sites  which  are  either
being  developed  out  now  or  owned  by us or are in the throes of being acquired,  either  conditionally  or
unconditionally  with  or  without planning permission, which should contribute to  the  Company's  anticipated
financial performance for 2013 and beyond.

On  the financial side, I am very pleased to report that our main Bankers have continued their full support for
the  Group  and  its  activities and remain prepared to lend on sensible terms for both  land  acquisition  and
construction  cost.   We  have three main Bankers now lending to us to support our activities  and  development
programme and the cost of our borrowing remains very competitive.  The Johnson family will continue to  support
the  Group in its activities, via their established loan accounts providing the necessary financial support  to
cover the balance of monies needed to buy land and build out sites and for overheads.

The PLUSquotation  of  the Company's shares may, in due course, be a further source of capital  funding. The
Group  intends to capitalise upon its funding sources to acquire and develop prime new build land  sites  on  a
favourable cost base, where opportunities arise and it is prudent so to do.

By continuing  to  outsource most of our activities, we are able to keep our overheads very  low  and  thereby
increase  profitability accordingly.  Your executive management team of myself and Alex Johnson  have,  between
us,  more than forty years experience in the house building industry, our collective experience enabling us  to
handle  'in  house'  almost  any  eventuality that might arise and  cover  all  aspects  of  land  acquisition,
development and sales and marketing.

We continue  to  be able  to  negotiate  satisfactory building prices  with  our  favoured  contractors  and,
notwithstanding  any  increase in building prices generally (and despite delays in the planning  process  being
experienced  throughout  the industry), we are confident of developing out sufficient  sites  to  continue  the
Group's growth trend.

The outsourcing by the Group of construction work and professional services and the operation of a minimal head
office  centre,  with  low  fixed overheads, enables the Group to scale up or down the  trading activity very
quickly to react to changing market conditions and opportunities.

Needless to say, we are working tirelessly to achieve an increase in the profile of our product at the same
time as working to increase profitability and the potential for dividends to be payable to shareholders in the
future as a result.

Finally, we remain committed to providing quality homes in areas of undoubted demand at realistic prices.

Trafalgar New Homes Plc
For the period ended 31 March 2012

                                                                                    16 month    Year ended 30
                                                                                period ended         November
                                                                                    31 March
                                                                        Note            2012             2010
                                                                                           £                £
Revenue                                                                            2,346,404          326,550
Cost of sales                                                                      1,699,896        1,104,025
                                                                                   ---------        ---------- 
Gross profit / (loss)                                                                646,508         (777,475)
Administrative expenses                                                              251,509          156,749
Underlying operating profit / (loss)*                                                394,999         (934,224)
Costs of acquisition                                                                  29,500                -
Deemed cost of listing                                                               261,575                -
Operating profit/(loss)                                                              103,924         (934,224)
                                                                                  ----------       ----------

Profit/(loss) before interest                                                        103,924         (934,224)

Other interest receivable and similar income                                         137,858           92,941

Finance costs                                                                         33,163           61,817
                                                                                   ---------        ----------
Profit/(loss) before taxation                                                        208,619         (903,100)

Tax payable on profit on ordinary activities                                             155                -   
                                                                                   ---------        ----------
Profit/(loss) after taxation for the period                                          208,464         (903,100)
                                                                                   ---------        ----------

Other comprehensive income                                                                 -                -
Total comprehensive income for the period                                            208,464         (903,100)

Profit/(loss) attributable to:
Equity holders of the parent                                                         208,464         (903,100)
                                                                                   ---------        ----------

Total comprehensive income for the period attributable to:                                           
Equity holders of the parent                                                         208,464         (903,100)
PROFIT/(LOSS) PER ORDINARY SHARE;                                                           
Basic/Diluted                                                                           0.1p          (0.47)p
                                                                                   ---------        ----------

*Operating profit before non-recurring items, costs of acquisition and deemed cost of listing

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

Trafalgar New Homes Plc
At 31 March 2012

                                                                                  31 March      30 November
                                                                       Note           2012             2010
                                                                                         £                £
Non-current assets                                                                              
Tangible fixed assets                                                                1,533              529
                                                                                ----------       ----------
                                                                                     1,533              529
Current assets                                                                                  
Inventory                                                                        6,557,666        6,934,734
Trade and other receivables                                                        110,043           54,113
Cash at bank and in hand                                                           553,420          271,665
                                                                                ----------       ---------- 
                                                                                 7,221,129        7,260,512
Total assets                                                                     7,222,662        7,261,041
Creditors: amounts falling due within one year                                                  
Trade and other payables                                                          (169,305)         (24,090)
Borrowings                                                                      (1,010,816)      (3,939,612)
Net current assets                                                               6,041,008        3,296,810
Non-current liabilities                                                                         
Borrowings                                                                      (7,420,555)      (5,070,765)

                                                                                ----------       ----------         
Net liabilities                                                                 (1,378,014)      (1,773,426)
                                                                                ----------       ----------        
Capital and reserves                                                                          
Called up share capital                                                          2,143,752           87,575
Share premium account                                                              961,128          194,393
Reverse acquisition reserve                                                     (2,817,633)        (181,669)
Profit & loss account                                                           (1,665,261)      (1,873,725)
Equity - attributable to the owners of the parent                               ----------       ----------
                                                                                (1,378,014)      (1,773,426)
                                                                                ----------       ----------

These  financial  statements are for Trafalgar New Homes Plc ("the Company") and its  subsidiary  undertakings.
The Company is incorporated in England and Wales.


The  Group  financial  statements  have  been prepared in accordance  with  International  Financial  Reporting
Standards  (IFRS)  and  interpretations adopted by the European Union and as applied  in  accordance  with  the
provisions  of the Companies Act 2006.  These financial statements are for the period from 1 December  2010  to
31  March  2012  and are presented in pounds sterling ("GBP").  The comparative period is for the  year  to  30
November 2010.

The  financial statements have been prepared under the historical cost basis, as modified by valuing  financial
assets  and  financial liabilities at fair value through the Statement of Comprehensive Income.  The  principal
accounting policies adopted are set out below.


The  directors  have  reviewed  forecasts and budgets for the coming  year,  which  have  been  drawn  up  with
appropriate  regard for the current economic environment and the particular circumstances in  which  the  Group
operates. These were prepared with reference to historical and current industry knowledge, taking into  account
future strategy of the Group.

The  existing operations have been generating funds to meet short-term operating cash requirements. As a result
of  these  considerations, at the time of approving the financial statements, the directors consider  that  the
Company  and  the  Group  have sufficient resources to continue in operational existence  for  the  foreseeable
future. It is appropriate to adopt the going concern basis in the preparation of the financial statements.

Mr  Johnson  confirms that he will continue to support the Group for its anticipated needs  for  the  next  two
years.  As with all business forecasts, the directors' statement cannot guarantee that the going concern  basis
will remain appropriate given the inherent uncertainty about the future events.


At the date of authorisation of these financial statements the following Standards and Interpretations, some of
which  have not been endorsed by the EU, which have not been applied in these financial statements but were  in
issue but not yet effective:

IFRS 9 - Financial Instruments;
IFRS 10 - Consolidated Financial Statements;
IFRS 11 - Joint Arrangements;
IFRS 12 - Disclosure of Interests in Other Entities;
IFRS 13 - Fair Value Measurement;
IAS 1 (amended) - Presentation of Items of Other Comprehensive Income;
IAS 12 (amended) - Deferred Tax: recovery of underlying assets;
IAS 19 (revised) - Employee Benefits;
IAS 27 (revised) - Separate Financial Statements; and
IAS 28 (revised) - Investments in Associates and Joint Ventures.
IFRIC 20 - Stripping Costs in the Production Phase of a Surface Mine

The  Directors  do  not anticipate that the adoption of these Standards and Interpretations in  future  periods
will  have  a  material  impact  on  the financial statements of the Group  when  the  relevant  standards  and
interpretations come into effect.


The consolidated financial statements incorporate the financial statements of Trafalgar New Homes Plc and its

On  11 November 2011, Trafalgar New Homes plc became the legal holding company of Combe Bank Homes Limited  and
its subsidiaries via a share for share exchange.

This transaction is deemed outside the scope of IFRS 3 (Revised 2008) and not considered a business combination
because  the directors have made a judgement that prior to the transaction, Trafalgar New Homes plc was  not  a
business  under  the  definition of IFRS 3 Appendix A and the application guidance in IFRS  3.B7-  B12  due  to
Trafalgar New Homes plc being a shell company that had no processes or capability for outputs (IFRS 3.B7).

On  this basis, the directors have developed an accounting policy for this transaction, applying the principles
set out in IAS 8.10-12, in that the policy adopted is:

* relevant to the users of the financial information;
* more representative of the financial position, performance and cash flows of the Group;
* reflects the economic substance of the transaction, not merely the legal form; and
* free from bias, prudent and complete in all material aspects.

The  accounting policy adopted by the directors applies the principles of IFRS 3 in identifying the  accounting
acquirer and the presentation of the consolidated financial statements of the legal parent (Trafalgar New Homes
plc)  as  a  continuation of the accounting acquirer's financial statements (Combe Bank  Homes  Limited).  This
policy reflects the commercial substance of this transaction as follows:

* the  original shareholders of the subsidiary undertakings are the most significant shareholders post initial
public offering, owning 90 per cent. of the issued share capital; and
* the  cash  consideration  paid  as  part of the initial public offering  returned  equity  to  the  original
shareholders  of  the legal subsidiary undertaking and as a consequence diluted their shareholding  to  10  per

Accordingly,  the  following accounting treatment and terminology has been applied in respect  of  the  reverse

* the asset and liabilities of the legal subsidiary Combe Bank Homes Limited are recognised and measured in the
Group financial statements at the pre-combination carrying amounts, without reinstatement to fair value;
* the  retained  earnings and other equity balances recognised in the Group financial statements  reflect  the
retained  earnings  and  other  equity balances of Combe Bank Homes Limited  immediately  before  the  business
combination,  and  the results of the period from 1 December 2010 to the date of the business  combination  are
those  of  Combe Bank Homes Limited. However, the equity structure appearing in the Group financial  statements
reflects the equity structure of the legal parent, including the equity instruments issued under the share  for
share exchange to effect the business combination;

* comparative  numbers  presented  in  the Group financial statements are  those  reported  in  the  financial
statements of the legal subsidiary, Combe Bank Homes Limited, for the year ended 30 November 2010;

* the  cost of the combination has been determined from the perspective of Combe Bank Homes Limited. The  fair
value  of  the shares in Combe Bank Homes Limited has been determined from the admission price of the Trafalgar
New  Homes  plc shares on re-admission to trading on PLUS for 1 pence per share. The value of the consideration
shares  was  £1,868,177.  The fair value of the notional number of equity instruments that the legal subsidiary
would  have  had to have issued to the legal parent to give the owners of the legal parent the same  percentage
ownership in the combined entity is 10 per cent of the market value of the shares after issues, being £207,575.
The  difference between the notional consideration paid by Trafalgar New Homes plc for Combe Bank Homes Limited
and  the  Trafalgar  New  Homes plc net liabilities acquired of £54,000 has been charged  to  the  Consolidated
Statement of Comprehensive Income as a deemed cost of listing amounting to £261,575 with a corresponding  entry
to the reverse acquisition reserve.

Trafalgar  New Homes plc had no significant assets nor significant other liabilities or contingent  liabilities
of its own at the time that the share for share exchange took effect.

Transaction costs of equity transactions relating to the issue and re-admission of the Company's shares are
accounted for as a deduction from equity where they relate to the issue of new shares and listing costs are
charged to the Group Income Statement as an exceptional item within administrative expenses.

Subsidiaries are all entities (including special purpose entities) over which the Group has the power to govern
the  financial and operating policies generally accompanying the shareholding of more than half of  the  voting
rights.   Where  necessary, adjustments have been made to the financial statements of subsidiaries,  associates
and  joint  ventures to bring the accounting policies used and accounting periods into line with those  of  the
Group.   Intragroup  balances  and  any unrealised gains and losses arising from  intragroup  transactions  are
eliminated in preparing the Consolidated financial statements.

The  results  of  subsidiaries acquired during the period are included from the effective date of  acquisition,
being the date on which the Group obtains control. They are deconsolidated on the date that control ceases.

Business  combinations, other than noted above, are accounted for under the acquisition method. Any  excess  of
the  purchase price of the business combination over the fair value of the identifiable assets and  liabilities
acquired is recognised as goodwill.

The  consideration transferred for the acquisition of a subsidiary is the fair value of the assets transferred,
the  liabilities incurred and the equity interests issued by the Group. This fair value includes any contingent
consideration. Acquisition-related costs are expensed as incurred.

Investments  in subsidiaries are accounted for at cost less impairment. Cost also includes direct  attributable
costs of investment. The excess of consideration over the fair value of the assets and liabilities acquired  is
recorded  as goodwill. If the consideration is less than the fair value of the assets and liabilities acquired,
the difference is recognised directly in the Statement of Comprehensive Income.


Revenue  is measured at fair value of the consideration received. All income is derived in the United  Kingdom.
Sales of homes are recognised when the sale has been completed and the proceeds received.

Revenue shown in the statement of comprehensive income represents amounts invoiced during the period.


Items  included in the financial statements of each of the group's entities are measured using the currency  of
the  primary  economic environment in which the entity operates ('the functional currency').  The  consolidated
financial  statements are presented in Pounds Sterling (£), which is the company's functional and  the  group's
presentation currency.


Operating profit/(loss) is stated before interest and tax.


Financial  assets  and financial liabilities are recognised on the Group's balance sheet  when  the  Group  has
become a party to the contractual priorities of the instrument.


Cash and cash equivalents comprise cash balances and deposits held at call with banks.

Inventories  are stated at the lower of cost and net realisable value.  Cost comprises direct  materials  and,
where applicable, direct labour costs and those overheads that have been incurred in bring the inventories  to
their  present location and condition.  Interest of sums borrowed that finance specific projects is  added  to
cost.   Cost  is calculated using the weighted average method.  Net realisable value represents the  estimated
selling  price  less  all  estimated costs of completion and costs to be incurred in  marketing,  selling  and


Tangible  fixed  assets  are  stated  at  cost,  net of depreciation  and  any  provision  for  improvement.
Depreciation is calculated to write down the cost less estimated residual value of all tangible fixed assets
by equal annual instalments over their expected useful economic lives.  The rates generally applicable are:

Fixtures, fittings and equipment - 25% on reducing balance


Trade and other receivables are initially measured at fair value and are subsequently reassessed at the end of
each accounting period.


Financial liabilities and equity instruments issued by the group are classified according to the substance  of
the  contractual  arrangements  entered  into and the definitions of  a  financial  liability  and  an  equity
instrument. An equity instrument is any contract that evidences a residual interest in the assets of the group
after deducting all of its liabilities. The accounting policies adopted for specific financial liabilities and
equity instruments are set out below.


Trade payables are initially measured at fair value and are subsequently measured at amortised cost, using the
effective interest rate method.


Borrowing  costs  directly attributable to the acquisition, construction or production of  qualifying  assets,
which  are  assets that necessarily take a substantial period of time to get ready for their intended  use  of
sale,  are added to the cost of those assets, until such time as the assets are substantially ready for  their
intended  use or sale.  All other borrowing costs are recognised in the statement of comprehensive  income  in
the period in which they relate.


Equity  instruments  issued by the company are recorded at the proceeds received, net of direct  issue  costs.
Shares issued are held at their fair value.


Current tax assets and liabilities for the current and prior periods are measured at the amount expected to  be
recovered  from or paid to the tax authorities.  The tax rates and the tax laws used to compute the amount  are
those that are enacted or substantively enacted, by the balance sheet date.


The tax expense represents the sum of the tax currently payable and deferred tax.

The tax currently payable is based on taxable profit for the period. Taxable profit differs from net profit as
reported in the income statement because it excludes items of income or expense that are taxable or deductible
in other periods and it further excludes items that are never taxable or deductible. The group's liability for
current tax is calculated using tax rates that have been enacted or substantively enacted by the balance sheet

Deferred  tax is the tax expected to be payable or recoverable on differences between the carrying  amounts  of
assets  and liabilities in the financial statements and the corresponding tax bases used in the computation  of
taxable  profit,  and is accounted for using the balance sheet liability method. Deferred tax  liabilities  are
generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent
that  it is probable that taxable profits will be available against which deductible temporary differences  can
be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or
from  the  initial  recognition (other than in a business combination) of other assets  and  liabilities  in  a
transaction that affects neither the tax profit nor the accounting profit.

The  carrying amount of deferred tax assets is reviewed at each balance sheet date and reduced to  the  extent
that  it is no longer probable that sufficient taxable profits will be available to allow all or part  of  the
asset to be recovered.

Deferred  tax  is  calculated at the tax rates that are expected to apply in the period when the  liability  is
settled  or  the  asset  is realised.  Deferred tax is charged or credited in profit or loss,  except  when  it
relates to items charged or credited directly to other comprehensive income, in which case the deferred tax  is
also dealt with in other comprehensive income.


Ordinary  share capital is classified as equity. Interim ordinary dividends are recognised when paid and  final
ordinary dividends are recognised as a liability in the period in which they are approved.


Provisions are recognised when the group has a present obligation (legal or constructive) as a result of a past
event  and  it is probable that an outflow of resources embodying economic benefits will be required to  settle
the  obligation and a reliable estimate can be made of the amount of the obligation.  Where the  group  expects
some  or all of a provision to be reimbursed, the reimbursement is recognised as a separate asset but only when
the  reimbursement  is  virtually certain. The expense relating to any provision is  presented  in  the  income
statement  net  of  any  reimbursement. If the effect of the time value of money is  material,  provisions  are
discounted  using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability.
Where  discounting  is  used,  the increase in the provision due to the passage of  time  is  recognised  as  a
borrowing cost.


Commitments and contingent liabilities are disclosed in the financial statements. They are disclosed unless the
possibility  of  an  outflow  of resources embodying economic benefits is remote. A  contingent  asset  is  not
recognised in the financial statements but disclosed when an inflow of economic benefits is virtually certain.


Post period-end events that provide additional information about a company's position at the balance sheet date
and  are  adjusting  events are reflected in the financial statements.  Post period-end  events  that  are  not
adjusting events are disclosed in the notes when material.


The preparation of financial statements in conformity with IFRS requires the use of certain critical accounting
estimates.  It  also  requires  management to exercise its judgment in the  process  of  applying  the  Group's
accounting  policies. The areas involving a higher degree of judgment or complexity, or areas where assumptions
and estimates are significant to the Group financial statements are disclosed below.

Estimates  and  judgments are continually evaluated and are based on historical experience and  other  factors,
including expectations of future events that are believed to be reasonable under the present circumstances.

The  directors consider that the share for share exchange between Trafalgar New Homes plc and Combe Bank  Homes
Limited to be a reverse acquisition, as Combe Bank Homes Limited is considered the acquirer. Further details of
the  basis of consolidation and how the directors developed the most appropriate accounting policy is  outlined
in  the  basis of consolidation within the accounting policies. The difference between the consideration shares
transferred in the business combination ("Consideration Shares") and the fair value of the net assets  acquired
has been charged to the Group Statement of Comprehensive Income as a deemed cost of listing.

The Group assesses the net realisable of inventories under development and completed properties held for sale
according to their recoverable amounts based on the realisability of these properties, taking into account
estimated costs to completion based on past experience and committed contracts and estimated net sales based on
prevailing market conditions. Provision is made when events or changes in circumstances indicate that the
carrying amounts may not be realised. The assessment requires the use of judgment and estimates.


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 as follows.

The principal activity of the Group was property development.

Based on the above considerations, there is considered to be one reportable segment.  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 cashflows.

Geographical segments

The following tables present revenue regarding the group's geographical segments for the periods ended 31 March
2012 and 30 November 2010.

Period ended 31 March 2012                                                          United          Total
                                                                                         £              £
Property development - sales                                                     2,346,404      2,346,404
                                                                                ----------     ----------
                                                                                 2,346,404      2,346,404
                                                                                ----------     ----------

Year ended 30 November 2010                                                         United          Total
                                                                                         £              £
Property development - sales                                                       326,550        326,550
                                                                                ----------     ----------
                                                                                   326,550        326,550
                                                                                ----------     ----------


                                                                                      2012             2010
                                                                                         £                £
Bank interest received                                                                 220              227
Rental Income                                                                      137,638           92,714
                                                                                ----------       ----------  
                                                                                   137,858           92,941
                                                                                ----------       ----------


                                                                                      2012             2010
                                                                                         £                £
Interest on bank loans                                                             166,054          129,469
Interest on other loans                                                             90,500           57,000
                                                                                ----------        ---------  
                                                                                   256,554          186,469
                                                                                ----------        ---------


The Group's profit/(loss) for the period is stated after charging the following:

                                                                                      2012            2010
                                                                                         £               £
Deemed cost of listing (i)                                                         261,575               -
Costs of acquisition                                                                29,500               -
Depreciation of tangible fixed assets                                                  737             636
Auditor's remuneration:                                                                      
Fees payable to the auditor for the audit of the company's annual accounts          10,000           3,000
Fees payable to the auditor for the audit of the annual accounts of                  
Subsidiary undertakings                                                              2,000               -

Amounts payable to Crowe Clark Whitehill LLP and its related entities in respect of audit and non-audit
services are disclosed in the table above.

(i)  The difference between the notional consideration transferred in the business combination of £207,575
     and the fair value of net liabilities acquired of £54,000, £261,575 has been consequently charged to 
     the group Statement of Comprehensive Income.


Staff costs during the period were as follows:

                                                                                     2012             2010
                                                                                        £                £
Directors remuneration                                                             24,475           13,000
Wages and salaries                                                                 81,333           68,298
Social security costs                                                               9,626            7,014
Other pension costs                                                                25,500           18,000
                                                                               ----------       ---------- 
                                                                                  140,934          106,312
                                                                               ----------       ----------
The average number of employees of the company during the period was:

                                                                                      2012             2010
                                                                                    Number           Number
Directors and management                                                                 4                4
                                                                                ----------       ----------

Key management are the group's directors.  Remuneration in respect of key management was as follows:
                                                                                      2012             2010
                                                                                         £                £
Short-term employee benefits:                                                                   
- Emoluments for qualifying services  C Johnson                                     14,475            6,500
- Emoluments for qualifying services A Johnson                                      10,000            6,500
                                                                                ----------       ----------      
                                                                                    24,475           13,000
                                                                                ----------       ----------

There are retirement benefits accruing to Mr C Johnson for whom a company contribution was paid during the
period of £25,500. (2010: £18,000)


                                                                                      2012             2010
                                                                                         £                £
Current tax                                                                            155                -
                                                                                ----------       ----------    
Tax charge/(credit)                                                                    155                -
                                                                                ----------       ----------

                                                                                      2012             2010
                                                                                         £                £
Profit/(loss) on ordinary activities before tax                                    208,619         (903,100)
Based on profit for the period:                                                                
Tax at 26.3% (2010: 26.3%)                                                          54,867         (237,515)
Effect of:                                                                                     
Losses not utilised                                                               (54,712)          237,515
                                                                               ----------        ----------    
Tax charge for the period                                                             155                 -
                                                                               ----------        ----------


The calculation of profit/(loss) per ordinary share is based on the following profits/(losses) and number of
                                                                                      2012             2010
                                                                                         £                £
Profit/(loss) for the period                                                      £208,464        £(903,100)
                                                                                ----------       ----------
Weighted average number of shares for basic profit/(loss) per share            200,396,679        8,757,500
Weighted average number of shares for diluted profit/(loss) per share          -----------       ----------
                                                                               200,396,679        8,757,500
                                                                               -----------       ----------

                                                                                      0.1p          (0.47)p
PROFIT/(LOSS) PER ORDINARY SHARE;                                              -----------       -----------
Diluted                                                                               0.1p          (0.47)p
                                                                               -----------       -----------


                                                                                      Fixtures and
At 1 December 2010                                                                           1,165
Additions                                                                                    1,771
At 31 March 2012                                                                        ----------  
At 1 December 2010                                                                          
Charge for the period                                                                     636
At 31 March 2012                                                                       ----------   
Net book value at 31 March 2012                                                             1,533
Net book value at 30 November 2010                                                     ----------  

                                                                                       2012           2010
                                                                                          £              £
Other receivables                                                                    79,926         42,389
Other taxes                                                                          27,820          3,849
Prepayment                                                                            2,297          7,875
                                                                                 ----------     ----------

                                                                                 ----------     ----------  
                                                                                    110,043         54,113
                                                                                 ----------     ----------

There  are no receivables that are past due but not impaired at the period end, and receivables relate only  
to customers with no recent history of default.


All of the group's cash and cash equivalents at 31 March 2012 and 30 November 2010 are in sterling and held at
floating interest rates.
                                                                                      2012           2010
                                                                                         £              £

Cash and cash equivalents                                                          553,420        271,665
                                                                                ----------     ----------

The Directors consider that the carrying amount of cash and cash equivalents approximates to their fair value.


                                                                                       2012           2010
                                                                                          £              £
Work in progress                                                                  6,557,666      6,934,734

                                                                                       2012           2010
                                                                                          £              £
Trade creditors                                                                      69,057         10,316
Accruals                                                                             52,812          8,480
Tax                                                                                   5,467          3,563
Other creditors                                                                      41,969          1,731
                                                                                 ----------     ----------  
                                                                                    169,305         24,090  
                                                                                 ----------     ----------


                                                                                       2012           2010
                                                                                          £              £
Director's loans                                                                  4,578,912      4,590,765
Other loans                                                                         480,000        480,000
Bank loans                                                                        3,372,459      3,939,612
                                                                                 ----------     ----------  
                                                                                  8,431,371      9,010,377
                                                                                 ----------     ----------

Included  in other loans, all bearing interest at 10% - 15% per annum, is the sum of £300,000 (2010: £300,000)
advanced by the DFM Pension Scheme of which Mr J Dubois is the principal beneficiary.

The bank borrowings are repayable as follows:

                                                                                       2012           2010
                                                                                          £              £
On demand or within one year                                                      1,010,816      3,939,612
In the second year                                                                1,726,643              -
In the third to fifth years inclusive                                               635,000              -
After five years                                                                 ----------     ----------  
                                                                                  3,372,459      3,939,612
                                                                                 ----------     ----------  
Less amount due for settlement within 12                                        
months (included in current liabilities)                                         (1,010,816)    (3,939,612)
Amount due for settlement after 12 months                                        ----------     ----------   
                                                                                  2,361,643              -
                                                                                 ----------     ----------
The weighted average interest rates paid on the bank loans were as follows:

Bank Loans  - 5.1% (2010: 5.1%)

The Director's loan is repayable after more than 1 year and is interest free.

The other loans bear interest of between 10-15% and are repayable after more than 1 year.


Authorised Share Capital

                                                                                        2012           2010
                                                                                      Number         Number
Ordinary shares of 1p each                                                        214,375,200    87,575,000
                                                                                  -----------    ----------
Issued, allotted and fully paid
                                                                                        2012           2010
                                                                                           £              £
Ordinary shares of 1p each                                                         2,143,752         87,575
                                                                                  ----------     ----------
On  11 November, 2011, the Company acquired the entire share capital of Combe Bank Homes Limited for the sum 
of £2,323,524 satisfied by the issue of  186,817,671 New Ordinary Shares of 1p per share.


                                                                                        2012           2010
                                                                                           £              £
Balance brought forward                                                              194,393        194,393
Premium on issue of new shares                                                       787,235              -
Share issue costs                                                                    (20,500)             -
Balance carried forward                                                           ----------     ----------   
                                                                                     961,128        194,393
                                                                                  ----------     ----------


Mr C. C. Johnson holds 87.15% of the total issued share capital of the Group.

On 9 February 2012, the Directors agreed to sell a small number of completed residential properties, which were
let  pending sale, to Mr C C Johnson for an aggregate consideration of £1,090,000.  The Directors believed that
a  sale  of the properties on the open market in the current economic climate would realise a significant  loss
against cost.  The book value of the properties was £1,129,301 at the date of sale.

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

                                                                                        2012            2010

C C Johnson                                                                       £4,578,912      £4,590,765

J Dubois                                                                            £300,000        £300,000

Mr  Johnson's Loan is interest-free and Mr Dubois' Loan, which is from his Pension Fund of which he is the sole
beneficiary, is at 15% pa interest.


The  group's financial assets are divided as cash and cash equivalents.  The group's financial liabilities are
divided as directors loans, bank loans and other loans.

                                                             Loans, cash and cash      Borrowings and trade
                                                                  equivalents and          payables held at
                                                              receivables held at           bamortised cost
                                                                   amortised cost
                                                             2012            2010         2012         2010
                                                                £               £            £            £
Financial assets                                                                         
Cash and cash equivalents                                 553,420         271,665            -            -
Financial liabilities                                                                     
Borrowings - directors loans                                    -               -     4,578,912   4,590,765
Borrowings - bank loan                                          -               -     3,372,459   3,939,612
Borrowings - other loans                                        -               -       480,000     480,000
Total                                                   ----------     ----------    ----------  ----------   
                                                          553,420         271,665     8,431,371   9,010,377
                                                        ----------     ----------    ----------  ----------

The  Board  has  overall  responsibility for the determination of the Group's risk  management  objectives  and
policies and it sets policies that seek to reduce risk as far as possible without unduly affecting the  Group's
competitiveness and flexibility.  Further details regarding these policies are set out 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.

Significant 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 equity instrument are disclosed on pages 16 to 20 to these  financial

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 principally on the loans from banks.  The loans  from  the
directors are interest free.

The  impact  of a 100 basis point increase in interest rates would result in additional interest cost  for  the
period of £33,302 (2010: £38,901).

Credit risk management

Credit  risk refers to the risk that a counter-party will default on its contractual obligations resulting  in
financial loss to the group.

Liquidity risk management

This is the risk of the Company not being able to continue to operate as a going concern.

The  Directors have, after careful consideration of the factors set out 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.

In  accordance  with IAS 39, "Financial instruments: recognition and measurement", the group has  reviewed  all
contracts  for  embedded  derivatives that are required to be separately accounted for  if  they  do  not  meet
specific requirements set out in the standard.  No material embedded derivatives have been identified.


-  The information contained within this announcement has been extracted from the Company's audited
   annual report and consolidated financial statements for the period ended 31st March 2012.
-  The Directors do not recommend the payment of a final dividend for the period.


Trafalgar New Homes Plc
Christopher Johnson
+44 (0)1732 700000

PLUS Corporate Adviser
Peter Ward/Alex Brearley
+44 (0)20 7638 5600

Contact Information

  • Trafalgar New Homes Plc