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Explanation of resolutions at the Annual General Meeting

Information relating to resolutions to be proposed at the Annual General Meeting is set out below. The notice of AGM is set out HERE.

Ordinary business at the AGM

The following ordinary business resolutions will be proposed at the AGM:

(a) Resolution 1: to approve the annual report and accounts. The Directors are required to lay before the Company at the AGM the accounts of the Company for the financial year ended 31 March 2025, the report of the Directors and the report of the Company's auditors on those accounts.

(b) Resolution 2: to approve the re-appointment of MHA as auditors of the Company. The Company is required to appoint auditors at each general meeting at which accounts are laid, to hold office until the next such meeting.

(c) Resolution 3: to approve the remuneration of the auditors for the next year.

(d) Resolution 4: to re-appoint G M Thorneycroft as a Director; Gary is retiring by rotation and submitting himself for re-election.

(e) Resolution 5: to re-appoint Dr P F Challinor as a Director; Paul is retiring by rotation and submitting himself for re-election.

(f) Resolution 6: to re-appoint P R Elliott as a Director; Paul is retiring as under the Articles of Association, Directors must be re-appointed at the first annual general meeting following their appointment and is submitting himself for re-election.

Special business at the AGM

The following special business resolutions will be proposed at the AGM:

(a) Resolutions 7 and 8: to renew residual authorities (i) to allot securities under section 551 of the Companies Act 2006, in the amount of up to £250,000 (2,500,000,000 ordinary shares of £0.0001), and (ii) to disapply pre-emption rights on the allotment of securities for cash for the purposes of section 561 of the Companies Act 2006, in the amount of up to £250,000 (2,500,000,000 ordinary shares of £0.0001.

The authorities under these resolutions would subsist until the conclusion of the Annual General Meeting of the Company to be held in 2026 or, if earlier, 15 months after the date on which this resolution has been passed, provided that the Company may, before such expiry, make an offer, agreement or other arrangement which would or might require shares and/or rights to subscribe for or to convert any security into shares to be allotted after such expiry and the directors may allot such shares and/or rights to subscribe for or to convert any security into shares in pursuance of such offer, agreement or other arrangement as if the authority conferred hereby had not expired.  

14. SUBSEQUENT EVENTS

On 06 May 2025, the Group announced the appointment of Mr P R Elliott to the Board with immediate effect.

On 28 May 2025, the Group announced that a property at its Speldhurst site has been sold for £715,000. This generated net proceeds of £94,500 following the repayment of associated third party loans and professional fees.

On 1 July 2025, the Group announced that it has acquired, from Trafalgar Director, P R Elliott (the "Vendor"), a 10% equity interest in Hilton House, a commercial property located in central Stockport, Manchester, for a purchase price of £350,000. This acquisition constitutes a substantial transaction under AIM Rule 12. The consideration for the 10% interest in Hilton House is to be satisfied through a combination of equity issuance (the "Equity Issuance") and a convertible loan note (the "Convertible Loan Note" or "CLN"), comprising:

• An initial Equity Issuance of 366,666,667 new ordinary shares in Trafalgar at £0.0003 per share, amounting to £110,000 ("Consideration Shares"). This will result in the Vendor holding 29.43% of the fully diluted issued share capital of Trafalgar.
• The balance of £240,000 will be satisfied through the issue of an unsecured CLN, convertible at the same £0.0003 strike price. Conversion of the CLN will be subject to shareholder approval, in the event any proposed conversion results in the Vendor increasing its shareholding in Trafalgar above 29.9%.

Hilton House, independently valued at £3.5 million, is currently a vacant office building which comprises a 1970's-built office complex consisting of four interlinked blocks, including three 3-storey buildings and one 8-storey building, encircled by 68 parking spaces. The property has the potential for redevelopment into a residential buy-to-let scheme, subject to future planning consents. The transaction provides the Company exposure to potential uplift from the repositioning of the asset into a residential or mixed-used scheme, subject to future planning consents. The 10% equity interest will give Trafalgar rights to 10% of any future potential rental income derived from Hilton House and 10% of the sale proceeds on any future disposal of the site.

On 16 July 2025, the Group announced that Wager Holdings Limited ("Wager") has 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"). The Subscription will be used primarily to fund working capital requirements.

In addition to the Subscription, Trafalgar created 150,000 £1 unsecured interest free convertible loan notes ("CLNs") and entered into a formal agreement to issue those 150,000 CLNs for a subscription value of £150,000 (the "Wager CLN") from Wager. It is intended that the Wager CLN will also be used primarily to fund working capital requirements.

The key terms of the Wager CLN are:

• - up to £150,000 total facility (principal) amount.
• - repayable on or before 31 December 2025.
• - interest free and unsecured.
• - convertible at £0.0001, being a discount of 71.43% to the closing mid-market share price on 14 July, being £0.00035
• - transferrable and will not be quoted.

The conversion of the CLN would be restricted to ensure that, immediately following such conversion, the new fully paid shares issued to the CLN holder, together with any shares already held by the CLN holder and persons acting in concert (as defined in the Takeover Code), do not carry in aggregate 29.9% or more of the voting rights of the Company. Exceptions to this restriction include conversion as part of a sale of the entire issued share capital of the Company, conversion with Takeover Panel approval or conversion as part of a mandatory offer for the remaining shares in the Company, under Rule 9 of the Takeover Code.

At the date of these financial statements £100,000 had been drawn down.

15. CONTROLLING PARTY

The company has no controlling party.

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