DIRECTORS’ REPORT

The Directors present their Report and Audited Financial Statements for the year ended 31 March 2014.

Principal activities

The principal activity of the Company is that of a Holding Company.

The principal activity of the principal subsidiary undertakings, Combe Bank Homes Limited and Combe Bank Homes (Oakhurst) Limited, continued to be that of home building and property development.

Results and dividends

The results for the year are set out on page 12.

The Directors do not recommend the payment of a final dividend for the year (2013: nil).

Directors

The following Directors have held office since 1 April 2014:-

C C Johnson

A Johnson

N Lott

J Dubois  

Conflicts of interest

Under the articles of association of the company and in accordance with the provisions of the Companies Act 2006, a Director must avoid a situation where he has, or can have, a direct or indirect interest that conflicts, or possibly may conflict with the company's interests.  However, the Directors may authorise conflicts and potential conflicts, as they deem appropriate.  As a safeguard, only Directors who have no interest in the matter being considered will be able to take the relevant decision, and the Directors will be able to impose limits or conditions when giving authorisation if they think this is appropriate.  During the financial year ended 31 March 2014, the Directors have authorised no such conflicts or potential conflicts.

Directors’ interests in shares

Directors' interests in the shares of the Company, including family interests, at 31 March 2014 were as follows:-

Shareholdings of other directors

On admission to AIM in July 2013, the non-executive Directors subscribed for new shares at the placing price of 2p per share:-

J Dubois 1,500,000

N Lott 500,000

Other substantial shareholdings

As at 22nd August 2014, being the latest practicable date before the issue of these financial statements, the company had been notified of the following shareholdings which constitute 3% or more of the total issued shares of the company.

Statement of directors’ responsibilities

The Directors are responsible for preparing the Directors’ Report and the financial statements in accordance with applicable law and regulations.

Company law requires the Directors to prepare financial statements for each financial year.  Under that law the Directors have elected to prepare the financial statements in accordance with International Financial Reporting Standards as adopted by the European Union (IFRSs).  Under company law the Directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the state of affairs of the Group and of the profit or loss of the Group for that year.  In preparing these financial statements, the Directors are required to:

 select suitable accounting policies and then apply them consistently;

 make judgements and estimates that are reasonable and prudent;

 state whether applicable Accounting Standards have been followed, subject to any material departures disclosed and explained in the financial statements;

 prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group will continue in business.

The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Group’s transactions and disclose with reasonable accuracy at any time the financial position of the Group and enable them to ensure that the financial statements comply with the Companies Act 2006.  They are also responsible for safeguarding the assets of the company and hence for taking reasonable steps for the prevention and detection of fraud and other irregularities.

Financial Instruments

Information relating to the financial instruments is now included in the Strategic report on page 5.

Provision of information to auditors

Each of the persons who are Directors at the time when this Directors’ Report is approved has confirmed that:

so far as that Director is aware, there is no relevant audit information of which the Group’s auditors are unaware; and

 that Director has taken all the steps that ought to have been taken as a Director in order to be aware of any information need by the Group’s auditors in connection with preparing their report and to establish that the Group’s auditors are aware of the information.

Auditor

The auditors, Crowe Clark Whitehill LLP, will be proposed for re-appointment in accordance with Section 489 of the Companies Act 2006.

This report was approved by the board and signed on its behalf.

Christopher Johnson

Director

27 August 2014