XLON:CDFF ESEF Annual Report
CARDIFF PROPERTY PUBLIC LIMITED COMPANY(THE) (XLON:CDFF)
ESEF Annual Report
2024-11-28
For: 2024-09-30
View Original
Added on
October 02, 2026
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2024
www.cardiff-property.com
Stock code: CDFF
26281 27 November 2024 3:58 pm Proof One
The Group, including Campmoss, specialises
in property investment and development in
the Thames Valley. The total portfolio including
the jointly controlled Campmoss investment
and development portfolio, valued in excess
of £22m, is primarily located to the west of
London, close to Heathrow Airport and in
Surrey and Berkshire.
OUR MISSION
The Group seeks to enhance shareholder value by
developing its property portfolio and through strategic
acquisitions.
CONTENTS
01 Financial Highlights
02 Locations
03 Chairman’s Statement
05 Strategic Report
15 Directors and Advisers
16 Report of the Directors
19 Corporate Governance
23 Remuneration Report
27 Statement of Directors’ Responsibilities
28 Independent Auditor’s Report
34 Consolidated Income Statement
34 Consolidated Statement of Comprehensive Income
35 Consolidated Balance Sheet
36 Consolidated Cash Flow Statement
37 Consolidated Statement of Changes in Equity
38 Notes to the Financial Statements
59 Company Balance Sheet
60 Company Statement of Changes in Equity
61 Notes to the Financial Statements
66 Notice of Annual General Meeting
70 Financial Calendar
01
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
During the year activity in the Thames Valley commercial
property market has continued to show some signs of
recovery albeit at a slow pace.
The Group including Campmoss owns a retail portfolio
primarily located in Bracknell (Berkshire), and Egham (Surrey),
which has shown resilience with minimal turnover of tenants,
the majority having traded for a number of years. Lease
renewals have been agreed at existing levels whilst the Group
has benefitted from previously agreed fixed annual rental
increases.
Commercial property investment yields have remained similar
to last year and it is encouraging to note that the market has
seen a number of investment sales recently completed
without any further decline in values. Tenant enquiries have
increased with recent lettings at our office property in Egham
Surrey at levels including a small increase in rental levels.
J. Richard Wollenberg
Chairman
FINANCIAL HIGHLIGHTS
2024 2023
Net Assets £’000 30,423 29,975
Net Assets Per Share £ 29.31 28.44
Profit Before Tax £’000 1,385 1,262
Earnings Per Share – Basic and diluted pence 102.76 104.62
Dividend Per Share pence 23.5 22.0
Gearing % Nil Nil
4
0
m
i
l
e
s
2
0
m
i
l
e
s
1
0
m
i
l
e
s
3
0
m
i
l
e
s
M40
M4
M3
M25
M25
M1
J4
J1
J1
J1
J4
J2
J16
J15
J13
J1
J12
J11
J10
J10
J21
J10
Wokingham
Basingstoke
Bracknell
Woking
Guildford
Farnham
Maidenhead
Burnham
Slough
Heathrow
Central London
Windsor
Egham
Reading
The Group specialises
in property investment
and development in the
Thames Valley.
BRACKNELL
1-10 Market Street*
12 retail units on ground and first floors totalling 7,900 sq. ft.
Let primarily to local businesses and national franchisees on
medium term leases producing £200,000 p.a.
Alston House, 25 Market Street*
Development completed in 2019 - 10 retail units on ground
and first floor totalling 12,350 sq. ft. and 12 two-bedroom
apartments on the second and third floors. All retail units are
let producing £292,000 p.a. The apartments are let on Assured
Shorthold Tenancy Agreements producing £162,000 gross p.a.
Gowring House Apartments*
30 one and two-bedroom apartments over five upper floors
with lift access. 25 apartments sold, five retained and let on
Assured Shorthold Tenancy Agreements producing £66,000
gross p.a. including parking. Gowring House is conveniently
located for Bracknell railway station with direct connections to
London Waterloo and Reading and within walking distance of
the new town centre, including the Lexicon and Peel Shopping
Centre.
Gowring House Commercial*
3 ground floor retail units let on medium term leases
producing £103,000 p.a including parking.
Westview*
Adjacent to Gowring House, eight retail units on ground and
first floors totalling 10,500 sq. ft. fully let on medium term
leases producing £232,000 p.a.
BURNHAM
The Priory*
26,000 sq. ft. headquarters office building. Including 9,000
sq. ft. used as a Business Centre and 17,000 sq. ft. on three
floors of adjacent offices. The majority of individual suites
at the Business Centre are let with one floor of the main
building currently available. Net rental currently £347,000 p.a.
estimated to increase to £489,000 when fully let.
EGHAM
Heritage Court
Four retail units let on medium term leases and ground rents
producing £85,000 p.a.
Station Road
Company Head Office totalling 1,450 sq. ft.
The White House
Five ground floor retail units with one floor of offices above
totalling 12,000 sq. ft. Tenants include: Verisure, and Egham
Essentials, producing £240,000 p.a. The upper floor offices are
fully let with one retail unit vacant.
GUILDFORD
Tangley Place, Worplesdon*
2.5 acres, land in green belt.
MAIDENHEAD
Highway House*
Building demolished. Planning approval for a new 48,000 sq.
ft. gross B1 office scheme being updated. Agents appointed
to seek a pre-letting. New application for an affordable home
scheme has been submitted. Land let on short term lease for
car parking at a rental of £55,000 p.a.
Maidenhead Enterprise Centre
Six business units totalling 14,000 sq. ft. All let producing
£182,000 p.a.
SLOUGH
Datchet Meadows*
Development of 37 apartments. All sold on long leases
producing ground rents of £22,000 p.a.
READING
Tilehurst
Tilehurst, Reading, vacant area of land totalling approximately
0.4 acres. Discussions with the Local Authority regarding
residential development are ongoing.
WINDSOR
Windsor Business Centre
Four business units totalling 9,500 sq. ft. three units are let on
short term leases producing rental of £148,000 p.a. one unit
vacant. Total rental when fully let estimated at £212,000 p.a.
including parking.
*Owned by Campmoss Group our Joint Venture partner
LOCATIONS
32314 27 November 2024 3:58 pm Proof 4
02
CHAIRMAN’S STATEMENT
Dear Shareholder,
During the year activity in the Thames Valley commercial
property market has continued to show some signs of
recovery albeit at a slow pace.
The Group including Campmoss owns a retail portfolio
primarily located in Bracknell (Berkshire), and Egham (Surrey),
which has shown resilience with minimal turnover of tenants,
the majority having traded for a number of years. Lease
renewals have been agreed at existing levels whilst the Group
has benefitted from previously agreed fixed annual rental
increases.
Commercial property investment yields have remained similar
to last year and it is encouraging to note that the market
has seen a number of investment sales recently completed
without any further decline in values. Tenant enquiries have
increased with recent lettings at our office property in Egham
Surrey at levels including a small increase in rental levels.
All business units at the Maidenhead Enterprise Centre,
Maidenhead are now occupied with two new medium-term
lettings agreed with slightly increased rentals.
The Thames Valley residential market remains firm with all
leasehold apartments held by the Group let on Assured
Shorthold Tenancy Agreements. Renewals or new lettings
have achieved a marginal rental increase.
Detailed negotiations in respect of the Group’s planning
applications at The Priory, Burnham, Highway House,
Maidenhead and Tangley Place, Guildford, continued
throughout the year. As mentioned last year planning costs
continue to spiral as a result of additional reports being
required and subsequent delays. The planning process has
become immersed in paperwork and must be simplified if
new development is to take place. To date there has been no
obvious impact from the new government’s desire to enhance
the system.
FINANCIAL
For the year to 30 September 2024 the Group profit before tax
was £1.4m (2023: £1.3m). This includes a negative revaluation
of £0.02m (2023: £0.3m). Our share of profit after tax in
Campmoss and its subsidiary amounted to £0.14m (2023:
£0.53m), with the reduction primarily due to negative property
revaluation of £0.12m (2023: positive revaluation £0.35m). The
Company received a dividend of £1.0m (2023: £2.0m) from
its investment in Campmoss. In October 2024 Campmoss
declared a further dividend of £3.15m of which the Company
will receive £1.5m.
Revenue for the year which represented gross rental income,
excluding Campmoss, totalled £0.7m (2023: £0.7m).
The profit after tax attributable to shareholders for the financial
year was £1.07m (2023: £1.11m) and the earnings per share
was 102.76p (2023: 104.62p).
At the year-end, the Company’s commercial portfolio was
valued by Kempton Carr Croft at a total of £5.63m (2023:
£5.64m) this valuation excludes the Company’s freehold office
property which was also valued by Kempton Carr Croft and
is included in the balance sheet at valuation and classified as
property, plant and equipment. The marginal decline in capital
values is due to market uncertainty around the continuing
impact of higher interest rates.
Property when completed and retained for re-sale is held as
inventory at the lower of cost or net realisable value. At the
year-end this related to commercial property at The Windsor
Business Centre owned by First Choice Estates plc, the
Company’s fully owned subsidiary and residential apartments
held by Campmoss Developments Limited.
The Group’s total property portfolio, including the jointly
controlled Campmoss group, was valued at £22.9m
(2023: £22.9m).
The Company’s share of the net assets of Campmoss group
was £11.42m (2023: £12.28m). The reduction in value is due to
dividends paid by Campmoss of £2.15m of which £1.0m was
paid to Cardiff (2023: £2.0m).
The Group’s total net assets as at the year-end were £30.42m
(2023: £29.98m) equivalent to £29.31 per share (2023: £28.44)
an increase of 3.1% over the year (2023: 3.2%). The Group,
including Campmoss, has adequate financial facilities and
resources to complete works in progress. Cash balances are
held on instant or short-term deposit. At the year-end, the
Company had nil gearing (2023: nil).
During the year the Company purchased and cancelled 16,034
(2023: 27,977) ordinary shares at a total cost of £0.37m
(2023: £0.68m). The Company may hold in treasury any of its
own shares purchased. This gives the Company the ability to
reissue treasury shares and provides greater flexibility in the
management of its capital base. At the year end the Company
held nil (2023: nil) shares in treasury. Any shares purchased
by the Company not held in treasury will be cancelled and the
number of shares in issue reduced accordingly.
The Company proposes to continue its policy of purchasing its
own shares, whether to be held in treasury or to be cancelled,
and a resolution renewing the directors’ authority will be
placed before the forthcoming Annual General Meeting to be
held on 16 January 2025. This authority will only be exercised
in circumstances where the Directors regard such purchases
to be in the best interests of shareholders as a whole. Full
details of the AGM are available on the Company’s website
www.cardiff-property.com.
IFRS accounting requires that deferred tax is recognised
on the difference between the cost of properties including
applicable indexation, and quoted investments and their
current market value. However, IFRS accounting does
not require the same treatment in respect of the Group’s
unquoted investment in Campmoss, our 47.62% owned Joint
03
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
CHAIRMAN’S STATEMENT CONTINUED
Venture, which represents a substantial part of the Company’s
net assets. Whilst provision is made in the Campmoss
accounts for deferred tax should the shares in Campmoss
be disposed of, for indicative purposes only and based on
the value in the Company’s balance sheet at the year-end
this would result in a tax liability of £2.86m (2023: £3.07m)
equivalent to £2.75 (2023: £2.91) per share calculated using a
tax rate of 25% (2023: 25%). This information is provided to
shareholders as an additional non-statutory disclosure.
DIVIDEND
The Directors recommend a final dividend of 17.0p per share
(2023: 16.0p) making a total dividend for the year of 23.5p
(2023: 22.0p), an increase of 6.8%. The final dividend will be
paid on 31 January 2025 to shareholders on the register as at
18 January 2025.
THE PROPERTY PORTFOLIO
The Group continues to concentrate its property activities
in the Thames Valley, close to Heathrow Airport and
in the surrounding counties of Surrey, Berkshire and
Buckinghamshire. A detailed property review is set out in the
Strategic Report on pages 5 to 14.
During the year the Company completed a number of new
lettings at the Maidenhead Enterprise Centre, Maidenhead
and The White House, Egham. The renewal of an office
planning consent at The Windsor Business Centre, Windsor
was finally received towards the end of the financial year
although in view of market conditions existing leases will
remain and no redevelopment is envisaged. Following a lease
expiry at Windsor one business unit has recently become
available for letting. The individual units remain available for sale.
Campmoss continues to pursue various planning applications
including an affordable housing scheme at Highway House
in Maidenhead, a care home development at Tangley Place,
Guildford and a revised care home scheme at The Priory,
Burnham. A number of new opportunities were considered
but no acquisitions were made during the year.
The Group’s property portfolio, including Campmoss, contains
43.1% retail, 6.4% business units, 13.3% residential and
37.2% offices (by value).
FOCUS ON ENVIRONMENTAL, SOCIAL AND
GOVERNANCE (“ESG”)
The Group maintains close contact with its Tenants and has
a strategy of providing environmentally sustainable, energy
efficient and functionable buildings bearing in mind physical
and financial constraints.
Although no re-development or major refurbishment
projects have been undertaken during the year aspects of
ESG together with related Health and Safety issues are
implemented where viable and possible.
The Group’s Planning Applications emphasise modern design
and include sustainability and green policies as well as
being energy efficient. Our aim is to create a good working
environment and achieve a BREEAM rating of Very Good.
We have developed the majority of our property portfolio
and together with our tenants continue to take appropriate
action to reduce carbon emissions and the impact on the
environment. We view our properties as both contributing to
the local economy and providing householders with decent
living facilities.
The Company has included in this Annual Report climate
related financial disclosures see pages 11 to 14.
INVESTMENTS
The Company retains a small portfolio of short-term retail
bonds and equity investments. The value has marginally
decreased over the year although the former provides a
steady income stream.
The equity investments include Aquila Services Group plc (the
UK’s largest affordable housing consultancy group) and Galileo
Resources plc (a mining exploration company with assets
primarily in Zambia). I remain a non-executive director of both
companies.
RELATIONSHIP AGREEMENT
The Company has entered a legally binding relationship
agreement with myself, its controlling shareholder, to address
the requirements of LR5.3.1 of the Listing Rules.
MANAGEMENT AND TEAM
Property Management is becoming far more intensive and
challenging, and I would therefore take this opportunity to thank
all members of our small property team and our Joint Venture
partner for their support and achievements over the year.
OUTLOOK
As I write this report the effects of the Chancellors recent
budget and financial statements are still being quantified.
There is no doubt that many tenants and investors withdrew
from the property market over the past few months awaiting
the outcome of new tax and investment policies. The cauldron
of measures announced will be unhelpful to the property
market. Investors and the business community will no doubt
form their own conclusions over the coming months. I remain
of the view that any major reductions in interest rates will take
longer than anticipated.
The year ahead will have its challenges and I look forward to
reporting further at the half year.
J. Richard Wollenberg
Chairman
27 November 2024
32314 27 November 2024 3:58 pm Proof 4
04
STRATEGIC REPORT
The Directors present their Strategic Report on the Group for
the year ended 30 September 2024.
STRATEGY AND REVIEW OF OUR BUSINESS
The Group specialises in property investment and
development in the Thames Valley. The portfolio under
management, including the total value of properties owned
by our 47.62% Joint Venture, Campmoss Property Company
Limited (and its subsidiary), is valued at the year-end at
£22.9m. The Group’s methodology is to acquire sites which,
generally, have difficult planning considerations and use its
expertise to add value by achieving planning and developing
out the sites. The Group’s business model is to grow by
managing its existing freehold property portfolio and rapid
response to opportunities as they arise and is focused on the
long term.
COMPANY STRATEGY
VISION AND MISSION
The Group, including Campmoss, specialises in property
investment and development in the Thames Valley. The total
portfolio including the jointly controlled Campmoss investment
and development portfolio, valued in excess of £22m, is
primarily located to the west of Lonon, close to Heathrow
Airport and in Surrey and Berkshire.
The Group seeks to enhance shareholder value by developing
its property portfolio and through strategic acquisitions.
MARKET POSITIONING
The Group specialises in property investment and
development in the Thames Valley, further details of the
portfolio can be found in Locations on page 2.
COMPETITIVE ADVANTAGE
The Group’s methodology is to acquire sites which, generally,
have difficult planning considerations and use its expertise
to add value by achieving planning and developing out the
sites. The long term planning experience of the team is a key
competitive advantage.
The Group, including Campmoss, has adequate financial
facilities and resources to complete works in progress and
funds available to purchase sites as appropriate. The Group
had nil gearing at the year-end (2023: nil), which has been the
position for a number of years. This positions us strongly.
GROWTH STRATEGIES
A number of new opportunities were considered but no
acquisitions were made during the year as the market
continues to be challenging.
The Campmoss Group, Joint Venture continues to perform
well and is a significant portion of our portfolio, valued at
£16.2m of the total portfolio of £22.9m.
BUSINESS MODEL
Value Proposition
The Group’s business model is to grow by managing its
existing freehold property portfolio and rapid response to
opportunities as they arise and is focused on the long term.
Revenue Streams
The Group expects to continue to generate rental income
from its investment property portfolio, apply increases
when rent reviews permit. The Group intends to progress
its development at The Priory, Burnham now that planning
applications as set out in this report.
Key Resources
Property Management is becoming far more intensive and
challenging, and all members of our small property team and
our Joint Venture partner are critical in the ongoing success.
The Group continues to manage the portfolio as efficiently as
possible.
Tenant Relationships
Tenants are key to the business due to cash payments for
rents. Relationships with tenants is very good with all tenants
having a direct relationship with at least one member of the
team. Working closely with tenants has helped them to
create an opportunity to expand their businesses.
PROPERTY PORTFOLIO UNDER MANAGEMENT
The total property portfolio below includes 100% of the assets
of our jointly controlled Campmoss Group:
2024
£’000
2023
£’000
Cardiff Group
Investment properties 5,640 5,655
Own use freehold property 285 290
Inventory and work in progress 722 715
6,647 6,660
Campmoss Group
Investment properties 13,206 13,206
Inventory and work in progress 2,997 2,999
16,203 16,205
Total 22,850 22,865
05
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
THE CARDIFF PROPERTY PLC PORTFOLIO
The Windsor Business Centre, Windsor, comprises four
business units three let on medium term leases and are
available to let or sale. The renewal of an office planning
consent at The Windsor Business Centre, Windsor was finally
received towards the end of the financial year although in
view of market conditions existing leases will remain and no
redevelopment is envisaged. The existing units are available
for sale.
The White House, Egham, includes five ground floor retail
units with air-conditioned offices on the upper floor. One retail
unit remains vacant.
The Maidenhead Enterprise Centre, Maidenhead, comprises
six individual business units. Individual units include industrial
use on the ground floor with offices above. All units are let on
a mixture of short and medium-term leases.
At Heritage Court, Egham, which adjoins the Company’s
offices, the building comprises four retail units all of which are
let on medium-term leases.
Tilehurst, Reading, comprising vacant area of land totalling
approximately 0.4 acres. Discussions with the Local Authority
are ongoing.
CAMPMOSS PROPERTY COMPANY LIMITED & SUBSIDIARY
The Campmoss Group, including its wholly owned subsidiary,
Campmoss Property Developments Limited continued to
actively manage its portfolio.
The Campmoss Group portfolio includes a range of office,
retail and residential tenancies in Burnham, Bracknell, and
Maidenhead which require active management in today’s
challenging market.
Results for the Campmoss Group are summarised below:
2024
£’000
2023
£’000
Revenue 1,319 1,233
Cost of sales (1,167) (1,329)
Other operating income 255 271
Administrative expenses (198) (170)
(Deficit)/surplus on fair value
movement of investment
properties (256) 725
Net interest 532 455
Profit before tax 485 1,185
Tax (192) (82)
Profit after tax 293 1,103
Total comprehensive income
for the year 293 1,103
Dividends (2,100) (4,200)
2024
£’000
2023
£’000
Net assets 23,987 25,794
CAMPMOSS GROUP PORTFOLIO
At Market Street, Bracknell, four adjacent buildings known
as, 1-10 Market Street, Alston House, Westview and Gowring
House comprise a total of 33 retail units on ground and first
floor, with residential on the upper floors at Gowring House
and Alston House. All retail units are let on medium term
leases, primarily to national brand franchisees and small
local businesses. At the year-end Campmoss Group held 5
apartments at Gowring House and 12 apartments at Alston
House all of which are let on Assured Shorthold Tenancy
Agreements.
At The Priory, Stomp Road, Burnham, the 26,000 sq. ft.
existing office building comprises 17,000 sq. ft. of office
premises on three floors and an adjoining Grade II Listed
Office Building of 9,000 sq. ft. which is used as Business
Centre. The majority of individual suites at the Business
Centre are let with one floor of the main building currently
available. Campmoss continues to pursue a revised care home
scheme at The Priory.
At Highway House, Norreys Drive, Maidenhead, planning
was previously granted for a 48,000 sq. ft. gross new office
scheme. A revised and updated office scheme to accord with
changing market conditions is currently being prepared. A
residential or care home scheme is also under consideration.
The cleared site is let to an adjacent office user as a car park.
Taking into account the market conditions in the Thames Valley
property market, and on external advice where available,
the portfolio was valued at the year-end by the Directors of
Campmoss and assessed at a current market value of £16.2m
(2023: £16.2m). This figure includes property held for re-sale
which is valued at the lower of cost or net realisable value.
Total revenue for the Campmoss Group for the year amounted
to £1.3m (2023: £1.2m) representing £0.1m property sales
(2023: nil) and gross rental income £1.2m (2023: £1.2m).
During the year Campmoss paid a dividend of £2.1m (2023:
£4.2m) to its shareholders. A final dividend of a further
£3.15m for the year ended 30 September 2024 was approved
in October 2024.
At the year-end Campmoss retained substantial cash balances
which will fully fund the existing development programme.
Cash balances are held on instant access or short-term
deposits and gearing was £nil (2023: £nil).
STRATEGIC REPORT CONTINUED
32314 27 November 2024 3:58 pm Proof 4
06
STRATEGIC REPORT CONTINUED
ANALYSIS OF GROUP PROPERTY PORTFOLIO
By Capital Value (%)
(including property held in Inventory)
13
43
37
7
By Capital Value (%)
(excluding property held in Inventory)
52
43
5
By Rental Income (%)
(excluding property held in Inventory)
58
35
6
1
n Office n Residential n Retail n Industrial
PRINCIPAL RISKS AND UNCERTAINTIES
The principal and emerging risks currently faced by the Group and its Joint Venture investment are summerised below:
Risk and potential impact Mitigation Comment
Movement in risk
during the year
Average length of unexpired
tenancies and financial strength
of tenants
When units are coming up for
renewal or a lease is ending
consideration is given to the
most appropriate length of lease
for the unit.
Average length of unexpired
tenancies has slightly increased
to 4.1 years at 30.9 .24 from
3.7 years at 30.9.23
Changes in planning legislation
which may include additional
costs to comply with sustainable
construction
The Group needs to comply
with planning requirements and
costs have risen.
Numerous competitive
quotations are sought.
Adverse market conditions
resulting in a reduction in the
value of the property portfolio
During the year the Directors
consult a number of local
property agents who have
reaffirmed individual property
values.
The Directors will bear in mind
comments received from local
agents.
Development risk Any proposed development
will be judged on building
costs, prospective lettings and
investment value which are
considered prior to investment.
07
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
STRATEGIC REPORT CONTINUED
Risk and potential impact Mitigation Comment
Movement in risk
during the year
Changes in interest rates The Group has significant cash
resources which are placed for
different periods to maximise
interest whilst managing
working capital.
The Group has nil gearing and
has no current plans to initiate
funding requirements.
The increase in cash balances
and term deposits and
favourable interest rates has
resulted in an increase in
interest income from £0.3min
2023 to £0.6m in 2024.
Government policies especially
following the change in
government, including policies
relating to climate change
legislation and taxation
The Group keeps itself informed
of Government policy and the
implications. The Group has to
comply with legislation.
The Board will consider
legislation before making
any significant investment
decisions.
Changes in shareholder
sentiment towards the property
sector
The Group has a policy to
acquire its own shares. The
Board liaises with shareholders
as necessary.
Cybercrime risk The Group retains external IT
consultants to advise where
appropriate.
The Group and employees are
regularly informed of cyber
risks.
Fraud risk The Group regularly carries
out a risk review of its internal
control procedures.
The Board take the necessary
measures to identify any
internal control weaknesses.
Legal and regulatory risk The Company instructs
appropriate professionals when
necessary
The Board has access at
Company expense to experts as
required.
The Group mitigates these risks by managing its property portfolio taking regard of market rent and the terms of individual
leases.
The Directors monitor available sources of information regarding the value of property and level of rental yields. They are also
aware of potential changes in government policy and the implication of planning legislation and take action to reduce the risk
to the Group where possible. External valuations of property held by Cardiff are commissioned annually. The Directors of
Campmoss, the Joint Venture, carry out internal valuations of the Campmoss Group portfolio annually.
32314 27 November 2024 3:58 pm Proof 4
08
Development risk is mitigated by the use of experienced teams or development partners with robust Development
Agreements.
Cash is deposited in fixed and variable interest rate accounts with such rates monitored to determine the appropriate length of
time and level of funds to invest.
In common with many businesses cybercrime risk has become a greater focus of the business and external consultants and
staff training is undertaken to minimise the evolving risk.
Reputational risks including ethics and integrity, cyber security and quality of service are considered in all aspects of the Group’s
business and actions taken to mitigate risks where possible through decision making in respect of development partners, and
liaison with tenants.
Legal and regulatory risks specific to the industry are mitigated where possible by keeping up to date with changing legislation
and requirements and use of external experts where applicable.
KEY PERFORMANCE INDICATORS
The key performance indicators used by the Directors for monitoring the performance of the business are shown in the graphs
below and the consolidated five-year summary.
2020
restated
17.60 24.35
1,940
146.68
Dividend per share
pence
Net assets per share
£
Profit before tax
£’000
Earnings per share
pence
2021 18.50 25.49 1,259 91.91
2022
20.50
27.56
2,697
218.23
2023 22.00 28.44
1,262
104.62
2024
23.50
29.31 1,385 102.76
The effectiveness of the Group’s strategy is reflected in its performance over recent years. In the three years to 30 September
2023 net assets per share increased 16.8% from £24.35p per share to £28.44p per share, with a further increase of 3.1%
to £29.31 at 30 September 2024. The Group benefits from substantial cash deposits and ongoing profitability. The interim
and proposed final dividend increased from 17.60p per share to 22.00p per share over the period from September 2020 to
September 2023 and, for the current year, the interim and proposed final dividend has been increased by 6.8% to 23.5p per
share.
STRATEGIC REPORT CONTINUED
09
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
STRATEGIC REPORT CONTINUED
Consolidated Five Year Summary
2024 2023 2022 2021
2020
Restated
Income statement items
Revenue being gross rental income £’000 683 662 703 596 650
Profit before taxation £’000 1,385 1,262 2,697 1,259 1,940
Dividends paid and proposed in respect
of the year
(1)
£’000 245 232 210 211 2 11
Dividend cover
(2)
times 5.7 5.4 12.8 6.0 9.2
Dividend per share
(3)
pence 23.5 22.0 20.5 18.5 1 7. 6
Earnings per share
(4)
pence 102.76 104.62 218.23 91.91 146.7
Balance sheet items
Total assets £’000 31,427 30,919 30,956 29,656 29,944
Total liabilities £’000 (1,004) (944) (1,144) (1,214) (864)
Net assets £’000 30,423 29,975 29,812 28,442 29,080
Number of shares in issue at 30 September ‘000 1,038 1,054 1,082 1,116 1,195
Net assets per share attributable to
shareholders
(5)
£ 29.31 28.44 27.56 25.49 24.35
Gearing per cent nil nil nil nil nil
(1) Dividends paid and proposed in respect of the year represent the interim paid and the final declared in any one financial year.
(2) Dividend cover is calculated as profit before taxation divided by dividends paid and proposed in respect of the year.
(3) Dividend per share is the interim dividend paid and final dividend proposed for the year ended 30 September.
(4) Earnings per share is calculated as profit after taxation divided by the weighted average number of shares, note 11.
(5) Net assets per share attributable to shareholders is calculated as net assets divided by number of shares in issue at 30 September.
Revenue, being gross rents receivable, amounted to £683,000 (2023: £662,000).
Sales of investment properties are treated as disposals of non-current assets with only the gain or loss on sale based on the
difference between the proceeds and the balance sheet valuation being reflected in the income statement. Sales made by
Campmoss Group are not included in the Group’s revenue in accordance with IAS 28.
Your Board has again obtained independent valuations of the property portfolio (excluding those held by Campmoss Group
which are based on Directors’ valuations). These external valuations result in a decrease in the value of the Group’s commercial
portfolio of £23,000 (2023: £332,000 decrease). Movements on the valuation of investment properties are taken to the Income
Statement in accordance with IAS 40.
The increase in cash balances and term deposits and favourable interest rates has resulted in an increase in interest income
from £0.3m in 2023 to £0.6m in 2024.
The effective tax rate in the income statement 2024 is 23% compared to 12% in 2023 primarily due to movement in deferred
tax on investment property in the prior year, in note 10.
32314 27 November 2024 3:58 pm Proof 4
10
STRATEGIC REPORT CONTINUED
STATEMENT ON S172 OF THE COMPANIES ACT 2006
Section 172(1) of The Companies Act 2006 requires Directors
of a Company to act in the way they consider, acting in good
faith, would be most likely to promote the success of the
Company for the benefit of its members as a whole taking
into account:
a) the likely consequences of any decision in the long term,
b) the interests of the Company’s employees,
c) the need to foster the Company’s business relationships
with suppliers, customers and others,
d) the impact of the Company’s operations on the community
and the environment,
e) the desirability of the Company maintaining a reputation
for high standards of business conduct, and
f) the need to act fairly as between members of the
Company.
The stakeholders are key to the business for the following
reasons:
• Employees – as noted in the Chairman’s statement, in a
challenging environment the Group’s continued success
is dependent upon our small management team and our
Joint Venture partner. The relationship with the team is
effective and feedback is honest and open. There is a very
small team and staff turnover is low. See Remuneration
Report page 21 for details of how employees rewarded.
• Shareholders – ongoing support from shareholders,
including support for resolutions at the AGM and lower
volume of trades provides share price stability, see graph
on page 24 to see how the share price has performed
relative to the market.
• Tenants – are key to the business due to cash payments
for rents. Relationships with tenants is very good with
all tenants having a direct relationship with at least one
member of the team. Working closely with tenants has
helped then to create an opportunity to expand their
businesses.
The Group is fortunate to have a loyal and long-standing
shareholder base, and shareholders views are taken into
account and discussed at Board meetings. Shareholder
feedback during the year has been supportive and has not
impacted on board decisions. Difficult decisions faced are
limited to dealing with payment of rents on time which are
managed by discussions with tenants. As the Board members
are shareholders, they consider whether any decisions made
align with shareholders’ best interests. The Company adopts a
long-term investment and development strategy as set out in
the Viability Statement on page 21.
The Company has 6 employees including the Directors, so
the remaining employees’ views are sought as the team has
a very close working relationship. The gender of the Directors
are two male, one female with the three employees all being
female.
The Group selects suppliers based on their standards of
business conduct and whose ethics in terms of environment
and community align with the Group.
Any matters that are considered necessary are voted on at the
AGM to ensure fairness between shareholders.
CORPORATE SOCIAL RESPONSIBILITY
In carrying out the Group’s acquisition, development and
management of commercial and residential property, we aim
to conduct our business with honesty, integrity and openness,
respecting human rights and the interests of our shareholders
and employees. We aim to provide timely, regular and reliable
information on the business to all our shareholders and
conduct our operations to the highest standards.
We strive to create a safe and healthy working environment
for the wellbeing of our staff and create a trusting and
respectful environment, where all members of staff are
encouraged to feel responsible for the reputation and
performance of the Company. We continue to establish a
diverse and dynamic workforce who have the experience and
knowledge of the business operations and markets in which
we operate. Through maintaining good communications,
members of staff are encouraged to realise the objectives of
the Company and their own potential.
The Group’s policy is to minimise the risk of any adverse
effect on the environment associated with its development
activities with a thoughtful consideration of such key areas as
energy use, pollution, transport, land use, ecology, renewable
resources, health and wellbeing. The Group aims to reduce
its carbon footprint as far as possible within its control and
adopted sustainable building methods where possible and
appropriate. The Group also aims to ensure that its contractors
meet their legislative and regulatory requirements and that
relevant codes of best practice (including social standards) are
compliant with current legislation. The Group is committed to
maintaining high environmental standards in all its operations,
where possible. and minimising the impact of its activities on
the surrounding environment.
CLIMATE-RELATED FINANCIAL INFORMATION
The Directors understand the significant importance
investors, regulators and other users of corporate reporting
place on climate and sustainability and have therefore been
transparent in disclosing relevant information such that users
of our Annual Report can make decisions about risks and
opportunities related to climate change.
The Financial Stability Board created the Task Force on
Climate-related Financial Disclosures (TCFD) to improve and
increase reporting of climate-related financial information. The
Directors have considered the TCFD framework including the
four pillars of Governance, Strategy, Risk Management and
Metrics & Targets and their applicability to the Group.
STRATEGIC REPORT CONTINUED
11
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
STRATEGIC REPORT CONTINUED
The Company has included in this Annual Report climate-
related financial disclosures consistent with the Task
Force on Climate-related Financial Disclosures (TCFD)
recommendations and eleven recommended disclosures in
accordance with LR 9.8.6 R (8) (for premium listed entities)
These can be found below.
The Board has considered the FRC 23 July 2023 published
review of TCFD disclosures, focusing on climate-related
metrics and targets. The Group acknowledges the FRC’s
desire to see concrete action plans and milestones rather
than generic disclosures without a clear path to achieving
emissions targets.
Governance
a) Disclose the organisation’s governance around climate-
related risks and opportunities.
The Board aims to act responsibly in understanding initiatives
that lower carbon emissions across the portfolio. Due to the
size of the Company and having only three Directors, risks
& opportunities are considered by the board rather than a
separate risk committee. The risk register is reviewed at each
board meeting on a cyclical basis.
b) Describe management’s role in assessing and managing
climate-related risks and opportunities.
Due to the size of the business opportunities to reduce
carbon emissions is limited and climate-related risks
and opportunities are small. The Company undertook no
development during the year and retains a small portfolio
of investment property leased to tenants. There are only
six employees including the Directors. The Company’s
management team involve the Directors and therefore all
staff members are encouraged to act responsibly in respect
of lowering carbon emissions. All employees other than
Directors, have been engaged and understand the Group’s
strategy in respect of climate-related risks and opportunities.
Due to the size of the Group the board have not delegated
any responsibility for climate related risks to staff due to the
inherent importance and evolving landscape.
Strategy
a) Describe the climate-related risks and opportunities the
company has identified over the short, medium, and long
term.
Climate-related risks including those related to the physical
impacts of climate change (e.g. extreme changing market
demand and carbon pricing) have been considered.
In identifying risks and opportunities, financial impact ranges
have been assessed as follows:
• Low – less than £50,000
• Medium – between £50,001 and £250,000
• High – greater than £250.001
Time horizons have been assessed as follows:
• Short term – less than one year
• Medium term - one to three years
• Long term - greater than three years
Any new development undertaken will, incorporate tenant,
statutory and legal requirements, including initiatives that
potentially lower carbon emissions which will be phased over
the time horizons outlined. In respect of current planning
applications design emphasis has been given towards
sustainability and green policies as well as being energy
efficient creating a good working environment and working
towards achieving a BREEAM rating of at least very good.
Since April 2023, it has been a legal requirement for all
commercial rented properties to have an EPC (Energy
Performance Certificate) rating of at least E. This is
already a legal requirement for commercial and residential
properties before they can receive a new or renewal lease,
so EPC certificates are reviewed on a regular basis. This
requirement was extended to include both new and existing
commercial leases. A full review of the property portfolio
is being undertaken and updated EPCs are being obtained
where necessary. The Directors consider the impact of any
improvement needed will be both medium term and medium
cost across portfolio.
b) Describe the impact of climate-related risks and
opportunities on the company’s businesses, strategy, and
financial planning.
The main risks and opportunities due to climate-related
risks are in respect of the existing property portfolio and any
developments including those of our Joint Venture partner. As
stated, these risks and opportunities are deemed low in terms
of climate. The Chairman and director of our Joint Venture
considers any changes in climate-related regulations and
implications for the property portfolio.
For the Group the development opportunity is limited to the
successful planning applications where any new development
scheme would factor in appropriate costs, and current
market conditions mean a redevelopment is not envisaged.
Planning regulations, building regulations and contracting
partners would help ensure that compliance was achieved.
In respect of current planning applications for the Group
which includes Highways House, The Priory and Tangley Place
design emphasis has been given towards sustainability and
green policies as well as being energy efficient creating a
good working environment and working towards achieving a
BREEAM rating of at least very good.
STRATEGIC REPORT CONTINUED
32314 27 November 2024 3:58 pm Proof 4
12
Sustainability
aspirations Topic area Goals Progress
Reduce carbon
footprint of supply
chain for any new
development. Aiming
for a reduction to
net zero as business
activity permits.
Minimising our supply
chain impact
Work closely with all
suppliers and contractors
to understand their carbon
footprint in the event that a
development is undertaken.
Evaluation of new suppliers
to include consideration as
to their ESG policies.
Reduce carbon footprint of supply chain
for any new development. Aiming for a
reduction to net zero as business activity
permits.
Planning regulation
environmental
compliance
Ensure all planning
applications include
necessary environmental
consideration reporting
requirements.
Requirements for each local council where
planning applications are submitted have
been reviewed.
External consultants appointed with
detailed knowledge involved in all new
planning application submissions.
Reduce energy
consumption and
switch to renewable
energy tariff at head
office in Egham
Sustainable
operations
Work towards achieving
100% renewable electricity
by 2025.
Review of energy providers to the portfolio.
Replace existing supply contracts with
renewable energy contracts on renewal.
c) Describe the resilience of the Company’s strategy, taking
into consideration different climate-related scenarios,
including a 2°C or lower scenarios.
For properties under management and new build changing
climate scenarios are considered as part of risk management
and where possible included in our strategy. Resilience is built
into our risk management planning. Where we deem risk to
be higher, we integrate this into our resilience planning. The
business is relatively limited, and any major growth will be
stress tested if it occurs.
Requirement for insurance including a 2°C or lower scenarios
has been discussed with the Company’s insurance broker but
is either not available or is deemed cost prohibitive.
Where refurbishment has taken place the management
team have given thought to all aspects of ESG together with
Health and Safety matters and implemented where viable and
possible. The risk of impact, aside from regulation is deemed
low, and this is taken into account in all property management
affairs.
Risk Management
a) Describe the Company’s processes for identifying and
assessing climate-related risks.
The Company’s processes include the following:
• Keeping up to date with ever changing planning and
government policy.
− Building Regulations 2023 for example includes
updated regulations include amendments to Approved
Documents Part F (Ventilation) and Part L (Conservation
of fuel and power) and the release of a new Approved
Document for Overheating (Part O) and Infrastructure
for charging electric vehicles (Part S).
− The Future Homes Strategy will from 2025 require
homes built to be ‘zero carbon ready’: such that they
should not require further energy efficiency retrofit
measures to become zero-carbon. The Standard is
solely concerned with energy efficiency measures,
thereby only addressing the in-use operational carbon
of buildings.
b) Describe the Company’s processes for managing climate-
related risks.
STRATEGIC REPORT CONTINUED
13
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
STRATEGIC REPORT CONTINUED
Due to the size of the business climate related risks are not
considered material. The business responds to each risk
identified as the Board considers appropriate in its business
operating cycle.
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
Company’s overall risk management.
Due to the size of the business climate related risks are not
considered material. The business will respond to each risk
identified as the Board considers appropriate.
Metrics and Targets
a) Disclose the metrics used by the Company to assess
climate-related risks and opportunities in line with its
strategy and risk management process.
The company currently does not report or collate and metrics
related to climate-related risks and opportunities. The risks
and opportunities are not deemed material to the business
given its size and scale. It is the intention of the business
that they will consider such metrics if the company increases
its operations and will develop appropriate targets under
timeframes aligned to its short, medium, and long-term
planning. The Directors have taken the ‘explain’ route to
comply with the expectation of the listing rule 9.8.6(8)R
b) Disclose Scope 1, Scope 2, and, if appropriate, Scope 3
greenhouse gas (GHG) emissions, and the related risks.
The Group falls under the exemption of reporting if Emissions
are below the 40,000 KWh requirement. The voluntary
disclosures for GHG emissions are not deemed material to
the business given its size and scale. It is the intention of the
Group that they will consider such disclosures if the Company
increases its operations and will develop appropriate targets
under timeframes aligned to its short, medium, and long-
term planning. The Directors have taken the ‘explain’ route to
comply with the expectation of the Listing Rule 9.8.6(8)R
c) Describe the targets used by the Company to manage
climate-related risks and opportunities and performance
against targets.
The Company is committed to acting responsibly in managing
climate related risks and opportunities appropriate to the
Company’s property portfolio. The Company does not currently
set targets as outlined under part a) and part b) of these
reporting requirements. Setting of any targets are not deemed
material to the business given its size and scale. It is the
intention of the Group that they will consider such targets
if the Company increases its operations and will develop
appropriate targets under timeframes aligned to its short,
medium, and long-term planning. The Directors have taken the
‘explain’ route to comply with the expectation of the listing
rule 9.8.6(8)R
The Company remains committed to taking the necessary
steps and planning to be able to make consistent disclosures
in the future, including relevant timeframes for being able to
make sure disclosures.
J Richard Wollenberg
Chairman
27 November 2024
32314 27 November 2024 3:58 pm Proof 4
14
DIRECTORS AND ADVISERS
DIRECTORS
J Richard Wollenberg
Chairman and Chief Executive
Karen L Chandler FCA
Finance Director
Nigel D Jamieson BSc, FCSI
Independent Non-Executive Director
SECRETARY
Karen L Chandler FCA
HEAD OFFICE
56 Station Road, Egham, TW20 9LF
Telephone: 01784 437444
E-mail: webmaster@cardiff-property.com
Web: www.cardiff-property.com
REGISTERED OFFICE
REGISTERED NUMBER
00022705
AUDITOR
MHA
Statutory Auditor
Building 4, Foundation Park, Roxborough Way,
Maidenhead, SL6 3UD
STOCKBROKERS AND FINANCIAL ADVISERS
Shore Capital
Cassini House, 57-58 St. James’s Street, London, SW1A 1LD
BANKERS
HSBC Bank Plc
2nd Floor, 62-76 Park Street, London, SE1 9DZ
SOLICITORS
Blake Morgan LLP
One Central Square, Cardiff, CF10 1FS
Charsley Harrison LLP
Windsor House, Victoria Street, Windsor, SL4 1EN
REGISTRAR AND TRANSFER OFFICE
Neville Registrars Limited
Neville House, Steelpark Road, Halesowen, B62 8HD
Telephone: 0121 585 1131
J RICHARD WOLLENBERG (AGED 76)
Chairman and Chief Executive
Was appointed a Director of the Company in 1980, became
Chief Executive in 1981 and Chairman in 1989. J Richard
Wollenberg has over 40 years’ experience in property
investment and development and has been actively involved
in a number of corporate acquisitions, flotations, mergers
and capital reorganisations of public and private companies.
He is an Executive Director of Campmoss Property Company
Limited and its subsidiary. He is also a Non-Executive
Director of Aquila Services Group plc, which was quoted on
the London Stock Exchange until March 2024 and has now
been taken private and a Non-Executive Director of Galileo
Resources plc, quoted on AIM.
KAREN L CHANDLER (AGED 52)
Finance Director
Was appointed a Director of the Company on 21 January
2016. She is a chartered accountant having qualified with
KPMG and has previously served as CFO of AIM quoted
Zenergy Power plc (now Cloudcall Group plc) and of a number
of private companies including GLID Wind Farms Limited and
Advetec Holdings Limited. Karen is Chief Operating Officer of
AdvancedAdvT Limited and Director of Celaton Limited.
NIGEL D JAMIESON BSC, FCSI (AGED 74)
Independent Non-Executive Director
Was appointed to the Board as a Non-Executive Director
in 1991 and is chairman of the Company’s Audit and
Remuneration Committees. He has over 35 years’ experience
of the UK property market both as a general practice surveyor
and as an investment analyst. He is an Executive Director of
several independent property investment companies active
in the London area and acts as an independent consultant to
private clients on a range of property related matters.
NON-EXECUTIVE DIRECTOR OF WHOLLY OWNED SUBSIDIARY
FIRST CHOICE ESTATES PLC
DEREK M JOSEPH BCOM, FCIS (AGED 74)
Derek is Chair of Aquila Services Group plc which specialises
in urban regeneration and affordable housing. The Aquila
Group trades through three major subsidiaries, Altair
Consultancy & Advisory Services Limited, Oaks Limited and
Aquila Treasury and Financial Solutions which is regulated by
the FCA. The Aquila Group works in the UK and internationally
having carried out assignments in over 20 countries. Clients
of the Group range from National Governments, Loval
Authorities, NGO’s, Banks, Private Developers and Supra
National Funding Agencies.
Derek is also the Investment advisor to two major endowed
charities assisting agencies dealing with homelessness
and underprivileged households. Derek is the author of a
number of books and articles concentrating on the funding of
affordable housing.
Previously Derek was the Managing Director of HACAS
plc which was taken over by Tribal plc where he was Head
of Treasury Services. Outside of housing Derek has been
Non-Executive Chair of quoted companies in the mining and
mobile phone industries and a non-executive director of a
Fintech company.
15
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
REPORT OF THE DIRECTORS
The Directors submit their annual report and the audited
financial statements for the year ended 30 September 2024.
RESULTS
The results of the Group for the year are set out in the audited
financial statements on pages 34 to 58.
DIVIDENDS
The Directors recommend a final dividend for the year of 17.0p
per share (2023: 16.0p) payable on 31 January 2025. The total
dividend paid and proposed in respect of the year, including
the interim dividend of 6.5p (2023: 6.0p) per share, amounts
to 23.5p per share (2023: 22.0p).
PRINCIPAL ACTIVITY
information that fulfils these requirements and those of the
UK Listing Authority Disclosure Rules and Transparency Rules
which requires a management report can be found in the
Chairman’s Statement and Strategic Report on pages 5 to 14.
A description of corporate social responsibility activities is
included in the Strategic Report on page 11. The Company’s
statement on Corporate Governance can be found in the
Corporate Governance report on pages 19 to 22 and it forms
part of the Directors’ Report and so is incorporated into this
report by cross reference.
There are no persons with whom the Company has
contractual or other arrangements which are essential to the
business of the Company other than those included in the
related party disclosures in note 25 on page 56.
BUSINESS REVIEW
See Strategic Report on pages 5 to 14.
LIKELY FUTURE DEVELOPMENTS
The Group expects to continue to generate rental income
from its investment property portfolio. The Group intends to
progress its development at The Priory, Burnham now that
planning has been granted and will continue to try to secure
planning at Highways House and Tangley Place. The Group
does not currently carry out research and development
activities nor does it intend to do so in the future.
FINANCIAL INSTRUMENT RISK
The Group’s financial assets and liabilities are comprised
predominantly of equity instruments in a Joint Venture,
equity instruments in listed entities, and short-term cash
deposits. The equity instruments represent long term
positions taken by the Group and are held for both capital
growth and income. The term and cash deposits which are
held in financial institutions with an acceptable risk ratingand
have access terms which allow the Directors to pursue the
Group’s business objectives and service dividend policy. The
risk profile and maturity of the Group’s financial assets and
liabilities is set out in note 26. The Group has not entered into
any hedging arrangements.
DIRECTORS
The current Directors of the Company and the Non-Executive
Director of a wholly owned subsidiary are listed on page 15.
All served throughout the financial year.
In accordance with the Company’s articles of association,
N D Jamieson will retire by rotation at the Annual General
Meeting.
DIRECTORS’ INTERESTS
Directors’ and their connected persons interest in the ordinary
shares of the Company were as follows:
At
30 September
2024
Beneficial
At
30 September
2023
Beneficial
K L Chandler 100 100
N D Jamieson 1,500 1,500
J R Wollenberg 625,169 618,838
The increase in JR Wollenberg’s shareholding in the year of
6,331 above are held by connected persons.
There were no changes in the Directors’ shareholdings as
stated above between 1 October 2024 and 27 November 2024.
At 30 September 2024 J Richard Wollenberg held 25,000
(2023: 25,000) ordinary shares of £1 each in Campmoss
Property Company Limited, a Joint Venture, representing
2.38% (2023: 2.38%) of the issued share capital of that
Company. No other Director has any interest in the share
capital of any other Group Company.
DIRECTORS’ OPTIONS
No Director held options at 30 September 2024 (2023: nil).
SUBSTANTIAL SHAREHOLDINGS
Other than J. Richard Wollenberg referred to above who with
his family holds 60.2% (2023: 58.7%), the Company has not
been notified of any holdings of 3% or more in the share
capital of the Company at 27 November 2024.
ALLOTMENT OF SHARES
As special business at the Annual General Meeting, a
resolution will be proposed to renew the power of your
Directors to allot equity securities, pursuant to section 551 of
the Companies Act 2006, such power being limited to one-
third of the issued share capital of the Company. This authority
may be renewed for five years but, in common with modern
corporate governance practice, it is your Directors’ intention
that the resolution be limited to one year and that its renewal
be proposed at each Annual General Meeting.
32314 27 November 2024 3:58 pm Proof 4
16
PRE-EMPTION RIGHTS
As special business at the Annual General Meeting a
resolution will be proposed to renew for a further year the
power of your Directors’ to allot equity securities for cash
without first offering such securities to existing shareholders.
The aggregate nominal amount of equity securities which may
be allotted in this way shall not exceed £10,378, representing
5% of the present issued ordinary share capital of the
Company.
PURCHASE OF OWN SHARES
At the Annual General Meeting held on 18 January 2024,
authority was renewed empowering your Directors to make
market purchases of up to 157,966 of the Company’s own
ordinary shares of 20p each. Under that authority, your
Director’s made market purchases of 16,034 shares (nominal
value of £0.20 per share, total nominal value of £3,207)
representing 1.5% of the issued share capital at 18 January
2024. These shares were purchased to enhance shareholder
value and were purchased for an aggregate value of £368,000
(including stamp duty and charges) and cancelled. The number
of shares in issue following these transactions was 1,037,776.
The existing authority for the Company to purchase its own
shares expires at the conclusion of the Annual General
Meeting to be held on 16 January 2025. The Directors wish
to renew the authority and consent is therefore sought to
approve resolution 8 set out in the Notice of Meeting on
page 66 authorising the Directors to purchase up to 155,563
ordinary shares of 20p each (representing 14.99% of the
present issued share capital), at a minimum price of 20p and
a maximum price equal to 105% of the average of the middle
market quotations for the ordinary shares of the Company
as derived from the Daily Official List of The London Stock
Exchange for the ten business days before the relevant
purchase is made. The authority will expire at the conclusion
of the Annual General Meeting in 2026, and it is your Directors
intention that a resolution for its renewal will be proposed at
each succeeding Annual General Meeting.
The authority will only be exercised when the Directors
are satisfied that it is in the interests of the Company to
do so. The Company may hold in treasury any of its own
shares purchased under this authority. This would give the
Company the ability to reissue treasury shares and provides
greater flexibility in the management of its capital base. Any
shares purchased by the Company not held in treasury will
be cancelled and the number of shares in issue reduced
accordingly.
DONATIONS
Neither the Company or any subsidiary made any donations to
a registered political party, other political organisation in the UK
or any independent election candidate during this year or last.
AUDITOR
In accordance with Section 489 of the Companies Act 2006, a
resolution proposing that MHA be re-appointed as auditor will
be put at the forthcoming Annual General Meeting.
PROVISION OF INFORMATION TO AUDITOR
The Directors who held office at the date of approval of
this Directors’ report confirm that, as far as they are each
aware, there is no relevant audit information of which the
Company’s auditor is unaware; and each Director has taken
all the steps that they ought to have taken as a Director to
make themselves aware of any relevant audit information
and to establish that the Company’s auditor is aware of that
information.
GREENHOUSE GAS DISCLOSURES
The Cardiff Property plc has minimal greenhouse gas
emissions to report from its operations and does not have
responsibility for any other emissions producing sources
under the 2018 Energy and Carbon Reporting Regulations,
(including those within our underlying investment portfolio).
STREAMLINED ENERGY & CARBON REPORTING
The Group has not disclosed energy and carbon usage as it
qualifies as a low energy user, using less than 40MWh per
annum.
DIRECTORS AND OFFICER’S INDEMNITY INSURANCE
The Directors of the Company are covered by Directors and
Officers Indemnity Insurance to the amount of £500,000 in
each loss per policy period, with a sub-limit of £250,000 in
respect of defence costs for pollution.
REPORT OF THE DIRECTORS CONTINUED
17
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
DISCLOSURE AND TRANSPARENCY RULES
Details of the Company’s share capital are given in note 20.
The Company has no share options.
There are no restrictions on transfer or limitations on the
holding of the ordinary shares. None of the shares carry any
special rights with regard to the control of the Company. There
are no known arrangements under which the financial rights
are held by a person other than the holder and no known
agreements or restrictions on share transfers and voting
rights.
As far as the Company is aware there are no persons with
significant direct or indirect holdings other than the Director as
noted above.
The provisions covering the appointment and replacement
of Directors are contained in the Company’s articles, any
changes to which require shareholder approval.
There are no significant agreements to which the Company
is party that take effect, alter or terminate upon a change
of control following a takeover bid and no agreements for
compensation for loss of office or employment that become
effective as a result of such a bid.
RELATIONSHIP AGREEMENT
The Company has entered into a written and legally binding
relationship agreement with the Board due to J R Wollenberg
being a controlling shareholder, to address the requirements
of LR5.3.1 of the Listing Rules.
J Richard Wollenberg
Chairman
27 November 2024
REPORT OF THE DIRECTORS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
18
CORPORATE GOVERNANCE
The Board is committed to maintaining appropriate standards
of corporate governance.
The Board meets regularly to review specific elements of
its strategy ensuring it remains appropriate and is endorsed
by the Board as a whole both in terms of its approach to
investments and more widely in terms of its culture and
in particular ensuring the Directors act with integrity and
promote the desired culture to the rest of the team.
The statement below, together with the report on Directors’
remuneration on pages 23 to 27, explains how the Company
has applied the principles set out in The UK Corporate
Governance Code 2018 (“the Code”) and contains the
information required by section 7 of the UK Listing Authority’s
Disclosure Rules and Transparency Rules. The 2018 Corporate
Governance Code (the Code) was updated in January 2024
and the 2024 Code will apply to financial years beginning on or
after 1 January 2025.
The Board have conducted an internal performance evaluation
of the Board, its committees, and the individual Directors,
led by independent Non-Executive Director Nigel D Jamieson
supported by J Richard Wollenberg and Karen L Chandler.
Given the size of the Company the Board has concluded that
an independent facilitation of the performance evaluation was
not necessary, but this will be kept under review. The Board
has assessed the skills and knowledge of the Board and will
continue to keep this under review.
DIVERSITY POLICY
The Board will apply a diversity policy when recruiting
including consideration of age, gender, race, education and
professional backgrounds. The Group has only hired one
employee in the last eight years. One of the three Directors
is female (33.3%) which is below the 40% target set by
the FCA. The Finance Director is female however none
of the board are from an ethnic minority group. Should a
change in Board be considered appropriate increasing the
female representation and meeting the ethnic minority
recommendations would be reviewed but with only three
Directors and one being female the current mix is considered
appropriate.
All of the three other employees (100%) are female.
BOARD OF DIRECTORS
The Board currently consists of two Executive Directors and
one independent Non-Executive Director. It meets regularly
with staff throughout the year to discuss key issues and to
monitor the overall performance of the Group. The Board has a
formal schedule of matters reserved requiring Board approval.
This includes publication of annual report and interim results,
payment of dividends, purchasing of property, appointment
of auditors, appointment of Directors, donations, property
valuations, acquisition or disposal of investments and other
material decisions. The Board and Committee Meetings and
attendance are set out below.
Director
Board
meetings
attended
Audit
committee
meetings
attended
Remuneration
committee
meetings
attended
J R Wollenberg 4 3 1
KL Chandler 4 3 1
ND Jamieson 4 3 1
Total meetings held 4 3 1
JR Wollenberg has been Chairman for over nine years. The
Board considers this appropriate given the shareholding of JR
Wollenberg and his connected persons hold. As noted in the
remuneration report, the Chairman’s bonus is linked to the
increase in net assets which aligns to the strategic objectives
of increasing shareholder value.
The Board views the Non-Executive Director as independent
of the Board, notwithstanding his tenure being more than
nine years. This is due to the range and depth of his external
experience and his knowledge of the property sector and his
proven ability to challenge the Executive Directors at Board
Meetings.
AUDIT COMMITTEE
The Audit Committee, which is chaired by the independent
Non-Executive Director, Nigel Jamieson, comprises Nigel
Jamieson and Richard Wollenberg, who have recent relevant
financial experience.
The remit of the Audit Committee is to provide oversight
of the Group finance and associated risk management
procedures.The Audit Committee meets at least twice a year
to consider the Group’s financial affairs and the identified
risks which may impact on the Group and to evaluate the
adequacy of the safeguards which have been put in place to
mitigate those risks. In addition, the Audit Committee meets
periodically with the external auditors. The Audit Committee
haspreviouslyconcludedthatdue to the size of theGroupan
internal audit function is not required.This remains the view
of the Audit Committee,but thisdecisionwill continue be
reviewed at least annually.
The significant issues that the audit committee considered relating
to the financial statements, and how these issues were addressed
The most significant issues that the audit committee
considered relating to the financial statements was the
carrying value of the investment properties. Independent
valuations were sought for the properties owned by Cardiff with
Campmoss properties being valued by the directors. Further
details can be found in the Strategic Report and note 13.
Evaluation of external auditor and consideration of key findings
MHA were appointed as auditors with effect from 4 May
2023 and this is therefore their second year of appointment.
The assessment of the independence and effectiveness
of the external audit process and the approach taken to
the appointment of the external auditors was carried out
by the Audit Committee through an interview process and
19
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
CORPORATE GOVERNANCE CONTINUED
recommendations from other sources. The further evaluation
of the audit process is described below. MHA were appointed
last year as a result of a tender carried out in early 2023. As
this is only the second year MHA are auditors there is not
currently a plan to re-tender the audit.
Compliance with the provisions of the Statutory Audit Services for
Large Companies Market Investigation Order 2014
The Group complies with the provisions of the Statutory Audit
Services for Large Companies Market Investigation Order
2014 and as a PIE will change auditor at least once every ten
years.
The Audit Committee meets with the auditor at least twice
during the year. The Committee is satisfied that there has
been effective engagement with the auditors and of their
independence. The auditor has not been engaged to perform
any non audit services for the Group.
At the Audit Committee meeting the auditors presented their
audit findings and took questions from the Members on the
scope of their work and their findings including those raised on
internal procedures and controls. In keeping with best practice,
the Audit Committee also met with the audit engagement
partner without the Finance Director present. The Committee
were satisfied with the effectiveness of the audit.
The Audit Committee also considers auditor independence
and, in doing sohas a policy of not using the auditor for
non-audit services.In advance of each audit, the Committee
obtains confirmation from the external Auditor that they are
independent and of the level of non-audit fees earned by them
and their affiliates. No non-audit services were provided during
the financial year ended 30 September 2024.
As part of the decision to recommend to the Board the re-
appointment of the external auditor, the Committee considers
the tenure of the auditor in addition to the results of its review
of the effectiveness of the external auditor and considers
whether there should be a full tender process. There are no
contractual obligations restricting the Committee’s choice of
external auditor.
Financial reporting
After discussion with both management and the external
auditor, the Audit Committee determined that the key risk
of misstatement of the Group’s financial statements related
to property valuations in the context of current market
conditions. This includes the property held by the Group’s
Joint Venture.
This issue was discussed with management during the year
and with the auditor at the time the Committee reviewed
and agreed the auditor’s Group audit plan as well as at the
conclusion of the audit of the financial statements.
Property valuation
As further explained in note 2 to the financial statements,
our approach to valuing properties is to obtain an external
independent valuation of the properties held by the Parent
Company each year. The Directors of the Joint Venture
value its properties each year considering yields on similar
properties in the area, vacant space and covenant strength.
They also consider external valuations and take external advice
where necessary.
The Audit Committee is satisfied that the carrying value of
properties is appropriate based on the use of an external
independent valuer for The Cardiff Property portfolio and the
experience and knowledge of the Directors in valuing the
properties of the Joint Venture.
The Audit Committee discusses the results of the valuations
with the Directors who provide information on assumptions
used and provide appropriate explanation and evidence where
possible for such assumptions.
REMUNERATION COMMITTEE
The Remuneration Committee consists of all Board Members
and is chaired by Nigel Jamieson. It meets when required
to consider all aspects of Directors’ and staff remuneration,
share options and service contracts. The Remuneration
Committee met once during the year.
COMPLIANCE STATEMENT
The Company has, other than where stated below, complied
fully with the provisions set out in section 1 of the Code,
during the year:
• the Chairman is also the Chief Executive;
• a Nominations Committee has not been established;
• the Audit Committee includes one Non-Executive Director
(the Code recommends that the Audit Committee
should comprise at least three, or in the case of smaller
companies, two Non-Executive Directors); and
• the Remuneration Committee also consists of all Board
Members (the Code recommends that the Remuneration
Committee should comprise solely of Non-Executive
Directors).
The Directors consider this structure to be a practical solution
bearing in mind the Company’s size and needs. However, it is
intended to review this issue as the Group develops.
The Code requires that the Directors review the effectiveness
of all internal controls, not only internal financial controls.
This extends the requirement in respect of internal financial
controls to cover all controls including financial, operational,
compliance and risk management. The Company has
procedures established which enable it to comply with the
requirements of the Code in relation to internal controls.
32314 27 November 2024 3:58 pm Proof 4
20
CORPORATE GOVERNANCE CONTINUED
INTERNAL CONTROL
The Directors confirm that they have reviewed the
effectiveness of the Group’s system of internal control for
identifying, evaluating and managing the significant risks
faced by the Group and they acknowledge their responsibility
for that system. Such a system is designed to manage risk
and can, however, only provide reasonable but not absolute
assurance against material misstatement or loss.
The size of the Group and the small number of employees
necessarily involves the Executive Directors closely in the day-
to-day running of the Group’s affairs. This has the advantage
of the Executive Directors becoming closely involved with all
transactions and risk assessments. Conversely, the Board is
aware that its size also means that the division of functions
to provide normal internal control criteria is problematic. The
Board believes, however, that its close involvement with the
day-to-day management of the Group eliminates, as far as
possible, the risks inherent in its small size.
Key features of the system of internal control include:
• strategic planning – the Board considers the Group’s
position in respect of its marketplace and likely trends
in that marketplace which will necessitate a change or
adjustment to that position.
• investment appraisal and monitoring – all capital projects,
contracts, business and property holdings and acquisitions
are reviewed in detail and approved by the Chairman or, if
of a significant size, by the whole Board; and
• financial monitoring – cash flow and capital expenditure
are closely monitored, and key financial information is
reviewed by the Board on a regular basis.
The Board considers that there is an ongoing process for
identifying, evaluating and managing the significant risks
facing the Group that has been in place during the year, which
is regularly reviewed and accords with the UK Corporate
Governance Code (2018).
INTERNAL FINANCIAL CONTROL
Financial controls have been established so as to provide
safeguards against unauthorised use or disposition of the
assets, to maintain proper accounting records and to provide
reliable financial information for internal use.
Key financial controls include:
• the maintenance of proper records;
• a schedule of matters reserved for the approval of the
Board;
• evaluation, approval procedures and risk assessment
for acquisitions and disposals and for major capital
expenditure;
• regular reporting and monitoring of development projects;
and
• close involvement of the Chairman in the day-to-day
operational matters of the Group.
The Directors consider the size of the Group and the
close involvement of Executive Directors in the day-to-day
operations makes the maintenance of an internal audit
function unnecessary. The Directors will continue to monitor
this situation.
RELATIONS WITH SHAREHOLDERS
Presentations are given to investors by the Chairman when
requested, normally following the publication of the half year
and full year results, when interim and annual reports are
published. The results of meetings with investors, media
and analysts are discussed with Board Members to assist
them in understanding the views of investors and others. All
Directors, when possible, attend the Annual General Meeting
at which they have the opportunity to meet with shareholders.
Shareholders can vote electronically and can contact the
Directors as required.
GOING CONCERN
After making enquiries the Directors have a reasonable
expectation that the Company and the Group have adequate
resources to continue in operational existence for at least
12 months from the date of this report. For this reason, they
continue to adopt the going concern basis in preparing the
financial statements.
VIABILITY STATEMENT
In accordance with the 2018 revision of the Code, the
Directors have assessed the prospect of the Company over
a longer period than the 12 months required by the ‘Going
Concern’ provision. The Board conducted this review for a
period of five years, which was selected for the following
reasons:
• the Group’s strategic review covers a five-year period;
• for a major scheme five years is a reasonable
approximation of the maximum time taken from obtaining
planning permission to letting the property;
• most leases contain a five-year rent review pattern and
therefore five years allows for the forecasts to include the
reversion arising from those reviews; and
• the average unexpired lease term is between three and
five years and there is a low void rate.
The five-year strategic review considers the Group’s
cash flows, dividend cover and other key financial ratios
over the period. These metrics are subject to sensitivity
analysis, which involves flexing a number of the main
assumptions underlying the forecast both individually and
in unison. Where appropriate, this analysis is carried out to
evaluate the potential impact of the Group’s principal risks
actually occurring. The five-year review also makes certain
assumptions about the normal level of capital recycling likely
to occur and considers whether additional financing facilities
will be required.
21
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
In its assessment of the viability of the Group, the Directors
have considered each of the Group’s principal risks and
uncertainties detailed on page 7 and in note 3, and in
particular the impact of a significant fall in the UK property
market on the value of the Group’s investment property
portfolio. The Directors have also considered the Group’s
income and expenditure projections. The Group is in the
enviable position of having significant cash balances. At 30
September 2024, the Cardiff Group had cash balances of
£2.0m and a further £10.2m term deposits (generally with
maturity dates of 95 days), in addition the Company has
investments of £0.7m of which £0.6m are readily marketable.
The Group has an operating cost base including tax and
dividends of under £1m per annum so even with no income
for a number of years the Group would remain solvent.
The Cardiff Group receives a management fee from
Campmoss of around £0.5m per annum, there is no reason to
assume this income would not be received as the Campmoss
Group had cash balances at 30 September 2024, of £6.3m
and a further £3.2m term deposits (generally with maturity
dates of 95 days).
The Directors confirm that their assessment of the principal
and emerging risks facing the Group was robust and comfort
is taken from the average unexpired tenancies. Based upon
the robust assessment of the principal risks facing the Group
as detailed on page 7 and in note 3, and their stress-testing
based assessment of the Group’s prospects as described
above, the Directors have a reasonable expectation that
the Group will be able to continue in operation and meet its
liabilities as they fall due over the five-year period of their
assessment.
Registered office:
56 Station Road
Egham
Surrey
TW20 9LF
By order of the Board
K Chandler FCA
Secretary
27 November 2024
CORPORATE GOVERNANCE CONTINUED
32314 27 November 2024 3:58 pm Proof 4
22
REMUNERATION REPORT
ANNUAL STATEMENT
Composition of the Remuneration Committee
(not subject to audit)
Nigel D Jamieson Independent Non-Executive Director,
Chairman of the Committee
Karen L Chandler Executive Director
J Richard Wollenberg Executive Director
Remuneration policy is a matter for the Board as a whole. The
Remuneration Committee works within the agreed policy to
set individual Remuneration levels, although the Executive
Directors do not participate in decisions regarding their own
Remuneration. The Members of the Remuneration Committee
have access to professional advice at the Company’s expense,
if necessary, in order to carry out their duties. No such advice
was sought during the year. All Members served throughout
the year. In setting Directors’ Remuneration, the Committee
has regard to other employees of the Company.
COMPLIANCE (NOT SUBJECT TO AUDIT)
In setting the Company’s Remuneration policy for Directors,
the Remuneration Committee has considered the best
practice provisions annexed to The Financial Conduct Authority
Listing Rules and the report has been prepared in accordance
with the Directors’ Remuneration Report Regulations 2019.
POLICY REPORT
Remuneration policies (not subject to audit)
The Remuneration policy was in effect from 1 October
2023 and prior and it is intended that these policies will be
continued for the next year and subsequent years.
The Remuneration policy is designed to attract, retain and
motivate Executive Directors and senior management of a
high calibre with a view to encouraging commitment to the
development of the Group and for long term enhancement of
shareholder value. Remuneration packages take into account
individual performance and the remuneration for similar
jobs in other comparable companies where such companies
can be identified. This would also be taken into account on
appointment of any new Directors. The Committee believes
that share ownership by Executive Directors and senior staff
strengthens the link between their personal interests and
those of shareholders.
There are currently no plans to employ additional Directors,
but prior to appointing a new Director, various components
that could be included in the remuneration package and the
maximum level of variable remuneration would be reviewed
and agreed by the Remuneration Committee.
Payments for loss of office would be determined by the
Remuneration Committee considering contractual obligations
as relevant.
Employees were not consulted in determining the directors’
remuneration policy. Remuneration comparison measurements
are used comparing remuneration to similar sized listed
organisations and published comparison data available.
The main components of Executive Directors’ remuneration
are:
• basic salary – reviewed annually;
• annual performance bonus - members of staff (excluding
Directors) are eligible to participate in the Company’s
discretionary bonus scheme. J Richard Wollenberg is
eligible to receive a sum equal to 2.5 times the percentage
increase in net asset value per share based upon current
salary up to a maximum of 50% of that salary. The increase
in net assets per share was 3.1% (2023: 3.2%). Karen
Chandler is eligible to receive a bonus as determined by the
Remuneration Committee, any such bonus not to exceed a
maximum of 50% of her salary;
• taxable benefits – provision of health care for J Richard
Wollenberg; and
• pension benefits – the Company has a workplace pension
scheme which all employees meeting qualifying conditions
are invited to join. J Richard Wollenberg is entitled to
pension contributions at the rate of 20% (2023: 20%) of
salary and bonuses, which for the year to 30 September
2024 he elected to take as salary. The remuneration
committee approved no one off pension contribution for
J R Wollenberg during the year (2023: £22,000).
The Remuneration Committee considers the components
of remuneration supports the short and long-term strategic
objectives, with basic salary being fixed with an annual
review, a performance bonus for the Executive Directors that
are capped at a maximum of 50% of salary and in the case
of the Chairman is linked to the increase in net assets which
aligns his bonus to the strategic objectives of increasing
shareholder value. The Finance Directors bonus is linked to her
performance as assessed by the Remuneration Committee.
Remuneration policy for employees is consistent with the
Directors, with a base salary and an annual bonus determined
for the results for the year end September and paid in
December each year, with pay rises being implemented
from 1 January. There are only three employees other than
the Directors.
The Company has an approved and unapproved option
scheme, but no options have been granted in the current or
previous financial year and all previous options have lapsed.
Share options - grants under the Company’s approved share
option scheme (approved by shareholders in general meeting)
are set so that the aggregate option exercise price for each
recipient may not be greater than 4 times annual salary
and such grants are phased. Grants under the unapproved
share option scheme (approved by shareholders in general
meeting) are made by the Remuneration Committee upon the
achievement of specified performance criteria.
23
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
REMUNERATION REPORT CONTINUED
The criteria applicable to both schemes were chosen as being
those most likely to provide enhanced shareholder value from
the performance of Executives. They are:
• on grant of an option, an increase in the average of the
previous three years’ earnings per share of at least 3%
more than the corresponding increase in the Retail Price
Index over the same period; and
• on exercise of an option, an increase in the average of the
previous three years’ net asset value per share of at least
3% more than the corresponding increase in the FTSE
Real Estate Index over the same period.
It is intended that these policies will be continued for the next
year and subsequent years.
IMPLEMENTATION REPORT (NOT SUBJECT TO AUDIT)
A graph showing the Company’s total shareholder return
relative to the FTSE Real Estate and FTSE Small Cap
Indices is reproduced above. Total shareholder return is
calculated to show the theoretical growth in the value of a
shareholding over a specified period, assuming that dividends
are reinvested to purchase additional shares. Company
performance graphs are contained in the Strategic Report on
page 9.
Source: Datastream
60
70
80
90
100
110
120
130
140
150
160
09/30/2019
11/06/2019
12/13/2019
01/21/2020
02/27/2020
04/06/2020
05/13/2020
06/19/2020
07/28/2020
09/03/2020
10/12/2020
11/18/2020
12/25/2020
02/02/2021
03/11/2021
04/19/2021
05/26/2021
07/02/2021
08/10/2021
09/16/2021
10/25/2021
12/01/2021
01/07/2022
02/15/2022
03/24/2022
05/02/2022
06/08/2022
07/15/2022
08/23/2022
09/29/2022
11/07/2022
12/14/2022
01/20/2023
02/28/2023
04/06/2023
05/15/2023
06/21/2023
07/28/2023
09/05/2023
10/12/2023
11/20/2023
12/27/2023
02/02/2024
03/12/2024
04/18/2024
05/27/2024
07/03/2024
08/09/2024
09/17/2024
CDFF Total Return FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return
Nigel D Jamieson
Karen L Chandler
J Richard Wollenberg
0
100
£’000
200 300
Maximum remuneration
Expected remuneration
Minimum remuneration
MAXIMUM, MINIMUM AND EXPECTED DIRECTOR
REMUNERATION (£’000)
TOTAL RETURN 5 YEARS ENDED 30 SEPTEMBER 2024 (INDEXED TO 100)
32314 27 November 2024 3:58 pm Proof 4
24
REMUNERATION REPORT CONTINUED
The remuneration paid to all employees, dividends paid, and purchase of own shares were as follows:
2024
£’000
2023
£’000 % change
Total employee costs 419 441 (5.0)
Dividends 235 225 4.4
Purchase of own shares 368 679 (45.8)
Total remuneration 2024 2023 2022 2021 2020 2019
2023
to
2024
2022
to
2023
2021
to
2022
2020
to
2021
2019
to
2020
Percentage
change over
5 years
J R Wollenberg 181 200 195 184 190 182 -10% 3% 6% -3% 4% -1%
Karen Chandler 76 72 69 66 65 62 6% 4% 5% 2% 5% 23%
Nigel Jamieson 12 12 12 12 12 12 0% 0% 0% 0% 0% 0%
Total employee costs 419 441 392 390 382 372 -5.0% 12.5% 0.5% 2.1% 2.7% 13%
Average number of
employees 3 2 2 2 2.75 3
DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)
The total remuneration (including pension contributions) paid to the Chief Executive Officer was £181,000 (2023: £200,000)
representing a 9.5% decrease in the year. J Richard Wollenberg’s basic salary has remained the same. The maximum potential
remuneration of J Richard Wollenberg assuming the maximum bonus of 50% was received would be £241,000. There are no
longer term incentives in place for any of the directors.
The emoluments of the Directors were as follows:
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2024
£’000
As Executives
J R Wollenberg 141 12 28 – 181
K L Chandler 70 3 – 3 76
211 15 28 3 257
As Non-Executive
N D Jamieson 12 – – – 12
223 15 28 3 269
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2023
£’000
As Executives
J R Wollenberg 141 11 26 22 200
K L Chandler 67 3 – 2 72
208 14 26 24 272
As Non-Executive
N D Jamieson 12 – – – 12
220 14 26 24 284
25
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
REMUNERATION REPORT CONTINUED
Percentage change 2023 to 2024
Salary
%
Bonus
%
Benefits
%
Pension
%
Total
%
As Executives
J R Wollenberg – 9.1 7. 7 (100.0) (9.5)
K L Chandler 4.5 – – 50.0 5.6
1.4 7. 1 7. 7 (87.5) (5.5)
As Non-Executive
N D Jamieson – – – – –
1.4 7. 1 7. 7 (87.5) (5.3)
The above table includes bonuses, which are based on the
results for the year to 30 September 2024 and are payable in
December 2024, see page 23 for details of bonus calculation.
Bonuses of £11,000 for J R Wollenberg and £3,000 for K L
Chandler in respect of the year to 30 September 2023 were
paid in December 2023. J R Wollenberg’s salary includes
£24,000 of pension contribution entitlement which was
elected to be taken as salary.
2024
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage
of maximum
%
Executive Directors
J R Wollenberg 12 71 16.9
K L Chandler 3 37 8.1
15 108 13.9
2023
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage of
maximum
%
Executive Directors
J R Wollenberg 11 71 15.5
K L Chandler 3 34 8.8
14 105 13.3
The information above is in respect of the Company. In
addition, J Richard Wollenberg is entitled to consultancy
fees of £60,000 in respect of Campmoss Property Company
Limited (2023: £60,000), see note 25. Benefits relates to the
provision of health care to J Richard Wollenberg.
The Directors are considered to be the only key management
personnel of the Group. There have been no payments to past
directors or payments for loss of office (2023: £nil).
Director’s remuneration for the year to 30 September 2025 is
expected to remain at similar levels, with the only significant
variable being J R Wollenberg’s bonus which is calculated with
reference to the change in net assets.
Should a change in Executive Directors take place principle
B.2 of the UK Corporate Governance Code would be followed.
DIRECTORS INTEREST IN SHARES (NOT SUBJECT TO AUDIT)
See page 16 of the Director’s Report for details of Directors’
interest in shares.
SERVICE CONTRACTS (NOT SUBJECT TO AUDIT)
J Richard Wollenberg has a service contract for a three-year
rolling term. In the opinion of the Remuneration Committee
the notice period is necessary in order to secure J Richard
Wollenberg’s services at the current terms of his employment.
K Chandler has a service contract which can be terminated by
either party upon giving three months’ notice in writing.
The contracts are available for inspection at the Company’s
registered office.
REMUNERATION OF NON-EXECUTIVE DIRECTOR
(NOT SUBJECT TO AUDIT)
The remuneration of the Non-Executive Director is determined
by the Board based upon comparable market levels. The Non-
Executive Director is not eligible for any other benefits. His
services can be terminated by either party upon giving three
months’ notice in writing.
VOTING RESULTS FROM PREVIOUS AGM (NOT SUBJECT TO AUDIT)
At the AGM held on 18 January 2024, 99.89% of votes cast
were for the remuneration report including remuneration
policy with 0.07% votes giving the Chairman discretion,
0.02% against and 0.02% abstained. Whilst shareholder
views have not specifically been sought the votes from the
AGM are indicative of shareholder support.
EXTERNAL APPOINTMENTS (NOT SUBJECT TO AUDIT)
Executive Directors are allowed to accept external
appointments with the consent of the Board, as long as
these are not likely to lead to conflicts of interest. Executive
Directors are allowed to retain the fees/remuneration paid.
The remuneration report was approved by the Board on 27
November 2024 and signed on its behalf by:
Nigel D Jamieson BSc, FCSI
Chairman of the Remuneration Committee
32314 27 November 2024 3:58 pm Proof 4
26
STATEMENT OF DIRECTORS’ RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the Group and Parent Company financial statements in
accordance with applicable law and regulations.
Company law requires the Directors to prepare Group and
Parent Company financial statements for each financial
year. Under that law they are required to prepare the
Group financial statements in accordance with UK-adopted
international accounting standards (“UK-adopted IAS”)
and applicable law and have elected to prepare the Parent
Company financial statements in accordance with UK
accounting standards, including FRS 101 Reduced Disclosure
Framework.
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
Parent Company and of their profit or loss for that period. In
preparing each of the Group and Parent Company financial
statements, the Directors are required to:
• select suitable accounting policies and then apply them
consistently;
• make judgements and estimates that are reasonable,
relevant, reliable and prudent;
• for the Group financial statements, state whether they
have been prepared in accordance with UK-adopted
international accounting standards (“UK-adopted IAS”);
• for the Parent Company financial statements, state
whether applicable UK accounting standards have been
followed, subject to any material departures disclosed and
explained in the Parent Company financial statements;
• assess the Group and Parent Company’s ability to continue
as a going concern, disclosing, as applicable, matters
related to going concern; and
• use the going concern basis of accounting unless they
either intend to liquidate the Group or the Parent Company
or to cease operations or have no realistic alternative but
to do so.
The Directors are responsible for keeping adequate
accounting records that are sufficient to show and explain
the Parent Company’s transactions and disclose with
reasonable accuracy at any time the financial position of the
Parent Company and enable them to ensure that its financial
statements comply with the Companies Act 2006. They are
responsible for such internal control as they determine is
necessary to enable the preparation of financial statements
that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking
such steps as are reasonably open to them to safeguard the
assets of the Group and to prevent and detect fraud and other
irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors’ Report,
Directors’ Remuneration Report and Corporate Governance
Statement that complies with that law and those regulations.
The Directors are responsible for the maintenance and
integrity of the corporate and financial information included on
the Company’s website. Legislation in the UK governing the
preparation and dissemination of financial statements may
differ from legislation in other jurisdictions.
RESPONSIBILITY STATEMENT OF THE DIRECTORS IN RESPECT OF
THE ANNUAL FINANCIAL REPORT
We confirm that to the best of our knowledge:
• the financial statements, prepared in accordance with the
applicable set of accounting standards, give a true and fair
view of the assets, liabilities, financial position and profit or
loss of the Company and the undertakings included in the
consolidation taken as a whole; and
• the strategic report includes a fair review of the
development and performance of the business and the
position of the issuer and the undertakings included in the
consolidation taken as a whole, together with a description
of the principal risks and uncertainties that they face.
We consider the annual report and accounts, taken as a
whole, is fair, balanced and understandable and provides the
information necessary for shareholders to assess the Group’s
position and performance, business model and strategy.
J Richard Wollenberg
27 November 2024
27
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
INDEPENDENT AUDITOR’S REPORT
TO THE MEMBERS OF THE CARDIFF PROPERTY PLC
For the purpose of this report, the terms “we” and “our”
denote MHA in relation to UK legal, professional and
regulatory responsibilities and reporting obligations to the
members of The Cardiff Property Plc. For the purposes of
the table on page 29 that sets out the key audit matters
and how our audit addressed the key audit matters, the
terms “we” and “our” refer to MHA. The Group financial
statements, as defined below, consolidate the accounts of
The Cardiff Property Plc and its subsidiaries (the “Group”).
The “Parent Company” is defined as The Cardiff Property
Plc, as an individual entity. The relevant legislation governing
the Company is the United Kingdom Companies Act 2006
(“Companies Act 2006”).
OPINION
We have audited the financial statements of The Cardiff
Property Plc for the year ended 30 September 2024.
The financial statements that we have audited comprise:
• the Consolidated Income Statement
• the Consolidated Statement of Comprehensive Income
• the Consolidated Balance Sheet
• the Consolidated Cash Flow Statement
• the Consolidated Statement of Changes in Equity
• Notes 1 to 26 to the consolidated financial statements,
including significant accounting policies
• the Company Balance Sheet
• the Company Statement of Changes in Equity and
• Notes 27 to 35 to the company financial statements,
including significant accounting policies.
The financial reporting framework that has been applied in the
preparation of the group’s financial statements is applicable
law and UK adopted international accounting standards. The
financial reporting framework that has been applied in the
preparation of the Parent Company financial statements is
applicable law and United Kingdom Accounting Standards,
including Financial Reporting Standard 101 Reduced
Disclosure Framework (United Kingdom Generally Accepted
Accounting Practice).
In our opinion
• the financial statements give a true and fair view of the
state of the Group’s and of the Parent Company’s affairs
as at 30 September 2024 and of the Group’s profit for the
year then ended;
• the Group financial statements have been properly
prepared in accordance with UK adopted international
accounting standards;
• the Parent Company financial statements have been
properly prepared in accordance with United Kingdom
Generally Accepted Accounting Practice; and
• the financial statements have been prepared in accordance
with the requirements of the Companies Act 2006.
Our opinion is consistent with our reporting to the Audit
Committee.
BASIS FOR OPINION
We conducted our audit in accordance with International
Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our
responsibilities under those standards are further described
in the Auditor Responsibilities for the Audit of the Financial
Statements section of our report. We are independent of
the Group in accordance with the ethical requirements that
are relevant to our audit of the financial statements in the
UK, including the FRC’s Ethical Standard as applied to listed
public interest entities, and we have fulfilled our ethical
responsibilities in accordance with those requirements. We
believe that the audit evidence we have obtained is sufficient
and appropriate to provide a basis for our opinion.
CONCLUSIONS RELATING TO GOING CONCERN
In auditing the financial statements, we have concluded that
the Directors’ use of the going concern basis of accounting in
the preparation of the financial statements is appropriate.
Our evaluation of the Directors’ assessment of the Group’s
and the Parent Company’s ability to continue to adopt the
going concern basis of accounting included:
• The consideration of inherent risks to the Group’s and
the Parent Company’s operations and specifically their
business model.
• The evaluation of how those risks might impact on the
available financial resources.
• Liquidity considerations including examination of cash flow
projections at Group and Parent Company level.
• The evaluation of the base case scenarios and stress
scenarios, in respect of the Group and the Parent
Company, and the respective sensitivities and rationale.
• Viability assessments at Group and Parent Company
levels, including consideration of reserve levels and
business plans.
Based on the work we have performed, we have not identified
any material uncertainties relating to events or conditions that,
individually or collectively, may cast significant doubt on the
Group’s and Parent Company’s ability to continue as a going
concern for a period of at least twelve months from when the
financial statements are authorised for issue.
In relation to the Group’s reporting on how it has applied the
UK Corporate Governance Code, we have nothing material to
add or draw attention to in relation to the Directors’ statement
in the financial statements about whether the directors
considered it appropriate to adopt the going concern basis of
accounting.
Our responsibilities and the responsibilities of the directors
with respect to going concern are described in the relevant
sections of this report.
32314 27 November 2024 3:58 pm Proof 4
28
INDEPENDENT AUDITOR’S REPORT CONTINUED
OVERVIEW OF OUR AUDIT APPROACH
Scope Our audit was scoped by obtaining an understanding of the Group, including the Parent Company, and
its environment, including the Group’s system of internal control, and assessing the risks of material
misstatement in the financial statements. We also addressed the risk of management override of
internal controls, including assessing whether there was evidence of bias by the directors that may have
represented a risk of material misstatement.
Materiality 2024 2023
Group £608k £599k 2% (2023: 2% of net assets) of net assets
Parent Company £348k £322k 2% (2023: 2% of net assets) of net assets
Key audit matters
Recurring • Carrying value of investment properties (Group and Parent Company)
Key Audit Matters
Key Audit Matters are those matters that, in our professional judgement, were of most significance in our audit of the financial
statements of the current period and include the most significant assessed risks of material misstatement (whether or not due
to fraud) that we identified. These matters included those matters which had the greatest effect on: the overall audit strategy;
the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in
the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.
Valuation of Investment Properties
Key audit matter
description
The Group and Parent company generate returns principally through the development and rental of
residential and commercial properties. These properties are accounted for using IAS 40’s fair value
model. Property valuations are relatively complex management estimates which include a significant
amount of judgement on part of the directors and their third-party valuation experts (such as valuation
techniques, type of yield and market/rental values), Additionally, the value of investment properties
as at the year amounted to £5.6m which is considered significant to the financial statements,
representing 19% of net assets. Due to the material nature of this balance, there is a greater risk of a
material misstatement arising.
How the scope of our
audit responded to the
key audit matter
Our procedures to address this key audit matter included, but was not limited to the following:
• We obtained and reviewed the valuations prepared by the Directors and their appointed expert
valuers noting the methodology used for those valuations and the inputs into these estimates.
• We assessed whether the approach used by the directors to determine the fair value of
investment properties was consistent with the requirements of IFRS 13.
• We considered the expertise and experience of the management experts to ensure they were
suitable for the purpose intended by management.
• We engaged our own auditor’s expert to determine whether the approach used by the directors
and their experts was consistent with accepted practice given the size, location and intended
usage of those properties.
• In accordance with ISA 620, we have evaluated the adequacy of the Auditor’s experts work to
ensure that they have the capabilities to complete the work and that the work undertaken is
adequate and that the conclusions are reasonable based on the findings.
• We used our specialised experience in the construction and real estate sector to challenge the
assumptions and inputs and the key judgements made by the directors, their management
experts and our engaged auditor’s experts. These challenges were addressed through discussion
and a review of the evidence that both supported or contradicted the relevant judgements. We
maintained a level of professional scepticism throughout our review of the valuations.
• We confirmed that the valuations were appropriately reflected in the Group and Parent Company
financial statements and that fair value gains and losses were recognised in accordance with the
requirements of IAS 40.
• We also confirmed that appropriate disclosures in respect of the valuations were included in the
financial statements.
Key observations
communicated to
the Group’s Audit
Committee
Nothing has come to our attention that would suggest there is a material misstatement in the
valuation of the investment properties.
29
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
INDEPENDENT AUDITOR’S REPORT CONTINUED
Our application of materiality
Our definition of materiality considers the value of error
or omission on the financial statements that, individually
or in aggregate, would change or influence the economic
decision of a reasonably knowledgeable user of those
financial statements. Misstatements below these levels will
not necessarily be evaluated as immaterial as we also take
account of the nature of identified misstatements, and the
particular circumstances of their occurrence, when evaluating
their effect on the financial statements as a whole. Materiality
is used in planning the scope of our work, executing that work
and evaluating the results.
Materiality in respect of the Group was set at £608,446 (2023:
£599,493) which was determined on the basis of 2% (2023:
2%) of the Group’s net assets. Materiality in respect of the
Parent Company was set at £348,000 (2023: £322,419),
determined on the basis of 2% (2023: 2%) of the Parent
Company’s net assets. Net assets were deemed to be the
appropriate benchmark for the calculation of materiality as
this is a key area of the financial statements because this
is the metric by which the performance and risk exposure
of the Group is principally assessed. In our opinion this is
therefore the benchmark with which the users of the financial
statements are principally concerned.
Performance materiality is the application of materiality at
the individual account or balance level, set at an amount to
reduce, to an appropriately low level, the probability that the
aggregate of uncorrected and undetected misstatements
exceeds materiality for the financial statements as a whole.
Performance materiality for the Group was set at £365,068
(2023: £359,696) and at £208,000 (2023: £193,451) for the
Parent Company which represents 60% (2023: 60%) of the
above materiality levels.
The determination of performance materiality reflects
our assessment of the risk of undetected errors existing,
the nature of the systems and controls and the level of
misstatements arising in previous audits.
We agreed to report any corrected or uncorrected
adjustments exceeding £30,422 and £17,400 in respect of
the Group and Parent Company respectively to the Audit
Committee well as differences below this threshold that in our
view warranted reporting on qualitative grounds.
Overview of the scope of the Group and Parent
Company audits
Our assessment of audit risk, evaluation of materiality and
our determination of performance materiality sets our audit
scope for each company within the Group. Taken together, this
enables us to form an opinion on the consolidated financial
statements. This assessment takes into account the size, risk
profile, organisation / distribution and effectiveness of group-
wide controls, changes in the business environment and other
factors such as recent internal audit results when assessing
the level of work to be performed at each component.
In assessing the risk of material misstatement to the
consolidated financial statements, and to ensure we had
adequate quantitative and qualitative coverage of significant
accounts in the consolidated financial statements, of the 5
reporting components of the Group, we identified that all 5
components represented principal business units within the
Group.
Full scope audits - Of all the 5 components selected, audits
of the complete financial information of all of them were
undertaken, these entities were selected based upon their
size or risk characteristics and the requirement for a statutory
audit that was completed by the Group Auditor for all entities.
As such, the Group audit has provided coverage to 100%
of the Group revenue, profit and loss for the year and total
assets.
The control environment
We evaluated the design and implementation of those internal
controls of the Group, including the Parent Company, which
are relevant to our audit, such as those relating to the financial
reporting cycle.
Climate-related risks
In planning our audit and gaining an understanding of the
Group and Parent Company, we considered the potential
impact of climate-related risks on the business and its
financial statements. We obtained management’s climate-
related risk assessment, along with relevant documentation
relating to management’s assessment and held discussions
with management to understand their process for identifying
and assessing those risks.
We then engaged internal specialists to assess, amongst
other factors, the benchmarks used by management, the
nature of the company’s business activities, its processes and
the geographic distribution of its activities.
We specifically considered the size of the business and the
limited risks and opportunities relating to climate and the
Board’s plans to enhance its governance in this area.
Our internal ESG specialist team have critically reviewed
management’s assessment and challenged the assumptions
underlying their assessment. We have also considered the
Directors plans and specifically reviewed the disclosures
made by the directors of their approach to compliance with
the Task Force on Climate-related Financial Disclosures (TCFD)
REPORTING ON OTHER INFORMATION
The other information comprises the information included
in the annual report other than the financial statements and
our auditor’s report thereon. The directors are responsible
for the other information contained within the annual report.
Our opinion on the financial statements does not cover
the other information and, except to the extent otherwise
explicitly stated in our report, we do not express any form of
assurance conclusion thereon. Our responsibility is to read
the other information and, in doing so, consider whether the
32314 27 November 2024 3:58 pm Proof 4
30
INDEPENDENT AUDITOR’S REPORT CONTINUED
other information is materially inconsistent with the financial
statements or our knowledge obtained in the course of the
audit, or otherwise appears to be materially misstated. If we
identify such material inconsistencies or apparent material
misstatements, we are required to determine whether
this gives rise to a material misstatement in the financial
statements themselves. If, based on the work we have
performed, we conclude that there is a material misstatement
of this other information, we are required to report that fact.
We have nothing to report in this regard.
STRATEGIC REPORT AND DIRECTORS REPORT
In our opinion, based on the work undertaken in the course of
the audit:
• the information given in the strategic report and the
directors’ report for the financial year for which the
financial statements are prepared is consistent with the
financial statements; and
• the strategic report and the directors’ report have been
prepared in accordance with applicable legal requirements.
In the light of the knowledge and understanding of the Group
and the Parent Company and their environment obtained
in the course of the audit, we have not identified material
misstatements in the strategic report or the directors’ report.
DIRECTORS’ REMUNERATION REPORT
Those aspects of the director’s remuneration report which are
required to be audited have been prepared in accordance with
applicable legal requirements.
CORPORATE GOVERNANCE STATEMENT
We have reviewed the directors’ statement in relation to going
concern, longer-term viability and that part of the Corporate
Governance Statement relating to the entity’s compliance
with the provisions of the UK Corporate Governance Code
specified for our review by the Listing Rules
Based on the work undertaken as part of our audit, we
have concluded that each of the following elements of the
Corporate Governance Statement is materially consistent with
the financial statements and our knowledge obtained during
the audit:
• Directors’ statement with regards the appropriateness of
adopting the going concern basis of accounting;
• Directors’ explanation as to its assessment of the Group’s
prospects, the period this assessment covers and why the
period is appropriate;
• Director’s statement on whether it has a reasonable
expectation that the Group will be able to continue in
operation and meets its liabilities;
• Directors’ statement on fair, balanced and understandable;
• Board’s confirmation that it has carried out a robust
assessment of the emerging and principal risks;
• Section of the annual report that describes the review
of effectiveness of risk management and internal control
systems; and
• Section describing the work of the audit committee.
MATTERS ON WHICH WE ARE REQUIRED TO REPORT BY
EXCEPTION
We have nothing to report in respect of the following matters
in relation to which the Companies Act 2006 requires us to
report to you if, in our opinion:
• adequate accounting records have not been kept by the
Parent Company, or returns adequate for our audit have
not been received from branches not visited by us; or
• the Parent Company financial statements are not in
agreement with the accounting records and returns; or
• certain disclosures of directors’ remuneration specified by
law are not made; or
• the part of the directors’ remuneration report to be audited
is not in agreement with the accounting records and
returns; or
• we have not received all the information and explanations
we require for our audit.
RESPONSIBILITIES OF DIRECTORS
As explained more fully in the directors’ responsibilities
statement, the directors are responsible for the preparation
of the financial statements and for being satisfied that they
give a true and fair view, and for such internal control as the
directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement,
whether due to fraud or error.
In preparing the financial statements, the directors are
responsible for assessing the Group’s and the Parent
Company’s ability to continue as a going concern, disclosing,
as applicable, matters related to going concern and using the
going concern basis of accounting unless the directors either
intend to liquidate the Group or Parent Company or to cease
operations, or have no realistic alternative but to do so.
AUDITOR RESPONSIBILITIES FOR THE AUDIT OF THE
FINANCIAL STATEMENTS
Our objectives are to obtain reasonable assurance about
whether the financial statements as a whole are free from
material misstatement, whether due to fraud or error, and to
issue an auditor’s report that includes our opinion. Reasonable
assurance is a high level of assurance but is not a guarantee
that an audit conducted in accordance with ISAs (UK) will
always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are
considered material if, individually or in aggregate, they could
reasonably be expected to influence the economic decisions
of users taken on the basis of these financial statements.
31
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
A further description of our responsibilities for the financial
statements is located on the FRC’s website at: www.frc.org.
uk/auditorsresponsibilities . This description forms part of our
auditor’s report.
Extent to which the audit was considered capable of
detecting irregularities, including fraud
Irregularities, including fraud, are instances of non-compliance
with laws and regulations. We design procedures in line
with our responsibilities, outlined above, to detect material
misstatements in respect of irregularities, including fraud.
These audit procedures were designed to provide reasonable
assurance that the financial statements were free from fraud
or error. The risk of not detecting a material misstatement due
to fraud is higher than the risk of not detecting one resulting
from error and detecting irregularities that result from fraud is
inherently more difficult than detecting those that result from
error, as fraud may involve collusion, deliberate concealment,
forgery or intentional misrepresentations. Also, the further
removed non-compliance with laws and regulations is from
events and transactions reflected in the financial statements,
the less likely we would become aware of it.
Identifying and assessing potential risks arising from
irregularities, including fraud
The extent of the procedures undertaken to identify and
assess the risks of material misstatement in respect of
irregularities, including fraud, included the following:
• We considered the nature of the industry and sector, the
control environment, business performance including
remuneration policies and the Group and Parent
Company’s own risk assessment that irregularities
might occur as a result of fraud or error. From our sector
experience and through discussion with the directors,
we obtained an understanding of the legal and regulatory
frameworks applicable to the Group focusing on laws and
regulations that could reasonably be expected to have a
direct material effect on the financial statements such as
provisions of the Companies Act 2006, UK tax legislation
or those that had a fundamental effect on the operations
of the Company.
• We enquired of the directors and management concerning
the Group and Parent Company’s policies and procedures
relating to:
− identifying, evaluating and complying with the laws
and regulations and whether they were aware of any
instances of non-compliance;
− detecting and responding to the risks of fraud
and whether they had any knowledge of actual or
suspected fraud; and
− the internal controls established to mitigate risks
related to fraud or non-compliance with laws and
regulations.
• We assessed the susceptibility of the financial statements
to material misstatement, including how fraud might
occur by evaluating management’s incentives and
opportunities for manipulation of the financial statements.
This included utilising the spectrum of inherent risk and an
evaluation of the risk of management override of controls.
We determined that the principal risks were relating to
management bias in accounting estimates, particularly in
the valuation of the investment properties.
Audit response to risks identified
In respect of the above procedures:
• we corroborated the results of our enquiries through
our review of the minutes of the Group’s and the Parent
Company’s audit committee meetings, inspection of legal
and regulatory correspondence and correspondences from
the regulators the FCA;
• audit procedures performed by the engagement team in
connection with the risks identified included:
− reviewing financial statement disclosures and testing
to supporting documentation to assess compliance
with applicable laws and regulations expected to have
a direct impact on the financial statements;
− testing journal entries, including those processed late
for financial statements preparation and , those posted
to unusual account combinations;
− evaluating the business rationale of significant
transactions outside the normal course of business,
and reviewing accounting estimates for bias;
− enquiry of management around actual and potential
litigation and claims;
− challenging the assumptions and judgements made by
management in its significant accounting estimates,
in particular those relating to the determination of the
carrying value of investment properties as reported in
the key audit matter section of our report;
− obtaining confirmations from third parties to confirm
existence of a sample of transactions and balances;
and
− Performing a proof in total over rental income by
reconciling expected income per the signed tenancy
agreements to the income per the accounts to ensure
the completeness and accuracy of the income. We
have also performed cut off procedures to ensure
revenue has been recorded in the correct financial
period.
• we communicated relevant laws and regulations and
potential fraud risks to all engagement team members,
including experts, and remained alert to any indications
of fraud or non-compliance with laws and regulations
throughout the audit.
INDEPENDENT AUDITOR’S REPORT CONTINUED
32314 27 November 2024 3:58 pm Proof 4
32
OTHER REQUIREMENTS
We were appointed by the Directors on 26th March 2023. The
period of total uninterrupted engagement including previous
renewals and reappointments of the firm is 2 years.
We did not provide any non-audit services which are
prohibited by the FRC’s Ethical Standard to the Group or the
Parent Company, and we remain independent of the Group
and the Parent Company in conducting our audit.
USE OF OUR REPORT
This report is made solely to the Parent Company’s members,
as a body, in accordance with Chapter 3 of Part 16 of the
Companies Act 2006. Our audit work has been undertaken so
that we might state to the Parent Company’s members those
matters we are required to state to them in an auditor’s report
and for no other purpose. To the fullest extent permitted by
law, we do not accept or assume responsibility to anyone
other than the Parent Company and the Parent Company’s
members as a body, for our audit work, for this report, or for
the opinions we have formed.
As required by the Financial Conduct Authority (FCA)
Disclosure Guidance and Transparency Rule (DTR) 4.1.14R,
these financial statements form part of the European Single
Electronic Format (ESEF) prepared Annual Financial Report
filed on the National Storage Mechanism of the UK FCA in
accordance with the ESEF Regulatory Technical Standard
((‘ESEF RTS’). This auditor’s report provides no assurance over
whether the annual financial report has been prepared using
the single electronic format specified in the ESEF RTS.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
27 November 2024
MHA is the trading name of MacIntyre Hudson LLP, a limited
liability partnership in England and Wales (registered number
OC312313)
INDEPENDENT AUDITOR’S REPORT CONTINUED
33
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
| 2024 | 2023 | ||
| Notes | £’000 | £’000 | |
Revenue | 4 | ||
Cost of sales | ( | ( | |
Gross profit | |||
Administrative expenses | ( | ( | |
Other operating income | 5 | ||
Operating profit before fair value movement on investment properties | 6 | ||
Fair value loss on investment properties | 13 | ( | ( |
Operating profit | |||
Financial income | 7 | ||
Financial expense | 7 | ( | ( |
Profit on the sale of investments | |||
Share of profit of Joint Venture | 15 | ||
Profit before taxation | 4–9 | ||
Taxation | 10 | ( | ( |
Profit for the financial year attributable to equity Holders | |||
| Earnings per share on profit for the financial year – pence | |||
Basic and diluted | 11 | ||
| Dividends | |||
Final 2023 paid | |||
Interim 2024 paid | |||
Final 2024 proposed |
These results relate entirely to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Notes
| 2024 | 2023 | ||
| £’000 | £’000 | ||
Profit for the financial year | |||
| Items that cannot be reclassified subsequently to profit or loss | |||
Net change in fair value of other properties | 14 | ( | ( |
Net change in fair value of investments at fair value through comprehensive income | 15 | ( | ( |
| Total comprehensive income and expense for the year attributable to the equity | |||
holders of the Parent Company |
32314 27 November 2024 3:58 pm Proof 4
34
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 2024
Notes
| 2024 | 2024 | 2023 | 2023 | ||
| £’000 | £’000 | £’000 | £’000 | ||
| Non-current assets | |||||
Freehold investment properties | 13 | ||||
Property, plant, and equipment | 14 | ||||
Right of use asset | 14 | ||||
Investment in Joint Venture | 15 | ||||
Other financial assets | 15 | ||||
| Current assets | |||||
Inventory and work in progress | 16 | ||||
Trade and other receivables | 17 | ||||
Term deposits | |||||
Cash and cash equivalents | |||||
Total assets | |||||
| Current liabilities | |||||
Trade and other payables | 18 | ( | ( | ||
Corporation tax | ( | ( | |||
( | ( | ||||
| Non-current liabilities | |||||
Lease liability | 14 | ( | ( | ||
Deferred tax liability | 19 | ( | ( | ||
Total liabilities | ( | ( | |||
Net assets | |||||
| Equity | |||||
Called up share capital | 20 | ||||
Share premium account | |||||
Other reserves | 21 | ||||
Investment property fair value reserve | 22 | ||||
Retained earnings | |||||
Total equity | |||||
Net assets per share | 12 | £ | £ |
35
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Notes
| 2024 | 2023 | ||
| £’000 | £’000 | ||
| Cash flows from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Depreciation right of use assets | |||
Financial income | ( | ( | |
Financial expense | |||
Profit on sale of investment | ( | ||
Share of profit of Joint Venture | ( | ( | |
Fair value loss on investment properties | |||
Taxation | |||
Cash flows from operations before changes in working capital | |||
Acquisition of inventory and work in progress | 16 | ( | ( |
Increase in trade and other receivables | ( | ( | |
Increase/(decrease) in trade and other payables | ( | ||
Cash generated from operations | |||
Tax paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Interest received | |||
Dividend from Joint Venture | |||
Proceeds from bond redemption | |||
Acquisition of investment property | 13 | ( | ( |
Acquisition of plant and equipment | 14 | ( | |
Proceeds from sale of investments | 15 | ||
Decrease/(increase) in held term deposits | 15 | ( | |
Net cash flows from investing activities | ( | ||
| Cash flows from financing activities | |||
Purchase of own shares | ( | ( | |
Lease payments | ( | ||
Dividends paid | ( | ( | |
Net cash flows (used in)/from financing activities | ( | ( | |
Net increase/(decrease) in cash and cash equivalents | ( | ||
Cash and cash equivalents at beginning of year | |||
Cash and cash equivalents at end of year |
32314 27 November 2024 3:58 pm Proof 4
36
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
| Investment | ||||||
| Called up | Share | Other | property | |||
| share | premium | reserves | fair value | Retained | Total | |
| capital | account | (note 21) | reserve* | earnings | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 30 September 2022 | ||||||
Profit for the year | ||||||
| Other comprehensive income – | ||||||
revaluation of investments | ( | ( | ||||
| Net change in fair value of own use | ||||||
freehold property | ( | ( | ||||
| Transactions with equity holders | ||||||
Dividends | ( | ( | ||||
Purchase of own shares | ( | ( | ( | |||
Total transactions with equity holders | ( | ( | ( | |||
| Fair value movements on investment | ||||||
properties – Cardiff | ( | |||||
| Deferred taxation on fair value movements | ||||||
on investment properties - Cardiff | ( | |||||
| Fair value movements on investment | ||||||
properties – Campmoss Group | ( | |||||
At 30 September 2023 | ||||||
Profit for the year | ||||||
| Other comprehensive income – | ||||||
revaluation of investments | ( | ( | ||||
| Net change in fair value of own use | ||||||
freehold property | ( | ( | ||||
| Transactions with equity holders | ||||||
Dividends | ( | ( | ||||
Purchase of own shares | ( | ( | ( | |||
Total transactions with equity holders | ( | ( | ( | |||
| Fair value movements on investment | ||||||
properties – Cardiff | ( | |||||
| Fair value movements on investment | ||||||
properties – Campmoss Group | ( | |||||
At 30 September 2024 |
* Includes fair value movements on investment properties held by Campmoss Group, our Joint Venture, which are presented in investment property fair value reserve to demonstrate these
areunrealised.
37
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS
32314 27 November 2024 3:58 pm Proof 4
38
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
39
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
40
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
41
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS
The key accounting judgements are:
1. Fair value of the investment properties
An external valuer is used to value the investment properties held by Cardiff see note 13 for further details.
2. Classifying properties as investment properties or inventory
Properties are held as investment properties if they are held for capital appreciation and rental income and properties are held
as inventory where they are being actively marketed for sale and the Group no longer intend to hold once a suitable sale can
be negotiated. However there have been experiences in the past where an offer received for an investment property has been
accepted and the property sold and similarly properties have been moved to inventory but a suitable offer has not been received
so the property has continued to be held.
3. Management’s assessment that inventories have not been impaired
Management asses the carrying value of inventories with reference to similar property valuations based on location, size and
usage and their experience and also seek views from local estate agents.
4. Classification of Campmoss Group as a Joint Venture
Campmoss is jointly controlled by the Campmoss Board comprising of J R Wollenberg and E R Goodwin each of whom
represents the interests of 50% of the shareholders. Decisions are made jointly, and Board approval is needed for all key
decisions.
5. Carrying value of the Joint Venture
The investment properties in Campmoss Group form a substantial part of Campmoss Group’s net assets and hence the
carrying value of the Group’s share of the Joint Venture. The properties are not independently valued but are valued by the
Directors and by their nature valuations are subjective.
6. Recoverability of debtors
Judgement is required in assessing the recoverability of debtors, although the collection of the majority of rents for rent
quarters to June and September gives significant comfort.
7. Aquila Services Group Plc investment
In March 2024 Aquila Services Group Plc previously listed on the London Stock Exchange applied to have its listing cancelled.
The carry value at September 2024 is based on Level 3 and has been determined to by reference to the final price before
cancellation. In previous years the investment was valued applying a 40% discount to the Level 2 quoted share price of Aquila
Services Group Plc when valuing the investment, due to shares having minimal trades relative to the percentage shareholding
meaning any disposal would likely devalue the investment.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
The key areas of judgement in which estimates have been used and the assumptions applied are:
1. valuation of investment properties while supported by third party valuations include estimates. All investment property
owned by Cardiff has an independent third-party valuation performed annually. The properties owned by the Campmoss
Group, are valued by the Campmoss Directors having due regard to independent third-party information and valuations as
available; and
2. the deferred taxation provision uses these investment property valuations to calculate the gain or loss and hence deferred
taxation liability. This liability is estimated based on the taxation rates expected to be in place in the future which may differ
from the actual taxation rates at the time of sale.
32314 27 November 2024 3:58 pm Proof 4
42
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
43
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
44
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
45
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
46
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
47
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
48
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
49
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
50
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
51
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
52
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
53
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
54
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
55
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
24 OPERATING LEASES
Operating leases granted
The Group owns commercial property which it leases out for rental income under operating leases. Rental income earned
during the year was £683,000 (2023: £662,000) and direct operating expenses arising on the properties during the year were
£77,000 (2023: £12,000). The properties are expected to generate rental yield between 8.5% and 9.75% depending on the
type of property. Most lease contracts include market rate review clauses in the event that the lessee exercises their option
to renew. The lessee does not have an option to purchase the property at the end of the lease. The future aggregate minimum
rentals receivable under non-cancellable operating leases are as follows:
2024
£’000
2023
£000
Within one year 645 604
Years two to five 1,404 1,392
More than five years 596 581
Total 2,645 2,577
32314 27 November 2024 3:58 pm Proof 4
56
57
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2024 3:58 pm Proof 4
58
COMPANY BALANCE SHEET
AT 30 SEPTEMBER 2024
Notes
2024
£’000
2024
£’000
2023
£’000
2023
£’000
Fixed assets
Tangible assets:
Investment properties 13 5,625 5,640
Right of use assets 14 125 135
Property, plant and equipment 14 287 290
6,037 6,065
Investments 30 3,948 4,062
9,985 10,127
Current assets
Debtors 31 296 203
Term deposits 10,235 9,367
Cash at bank and in hand 1,923 234
12,454 9,804
Current liabilities
Trade and other payables 32 (4,900) (3,551)
Corporation tax (123) (89)
(5,023) (3,640)
Net current assets 7,431 6,164
Total assets less current liabilities 17,416 16,291
Lease liability 14 (158) (165)
Deferred tax liability 33 (77) (77)
Net assets 17,181 16,049
Capital and reserves
Called up share capital 20 208 210
Share premium account 5,076 5,076
Investment property fair value reserve 34 2,069 2,092
Other reserves 35 2,342 2,360
Retained earnings 7,486 6,311
Shareholders’ funds – equity 17,181 16,049
Profit for the financial year of the Company was £1,755,000 (2023: £2,329,000). In accordance with the provisions of Section
408 of the Companies Act 2006 the Company has not published a separate profit and loss account.
These financial statements were approved by the Board of Directors on 27 November 2024 and were authorised for issue on its
behalf by:
J Richard Wollenberg
Director
Company number: 00022705
59
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2024
Share
capital
£’000
Share
premium
account
£’000
Investment
property
fair value
reserve
£’000
Other
reserves
£’000
Retained
earnings
£’000
Total
equity
£’000
At 30 September 2022 and 1 October 2022 216 5,076 2,326 2,401 4,652 14,671
Profit for the year – – – – 2,329 2,329
Other comprehensive income –
Revaluation of investments – – – (37) – (37)
Fair value of other property – – – (10) – (10)
Transactions with equity holders
Dividends – – – – (225) (225)
Purchase of own shares (6) – – 6 (679) (679)
Total transactions with equity holders (6) – – 6 (904) (904)
Fair value movement of investment properties – – (332) – 332 –
Deferred tax on revaluation of investment
properties – – 98 – (98) –
At 30 September 2023 and 1 October 2023 210 5,076 2,092 2,360 6,311 16,049
Profit for the year – – – – 1,755 1,755
Other comprehensive income –
Revaluation of investments – – – (15) – (15)
Fair value of other property – – – (5) – (5)
Transactions with equity holders
Dividends – – – – (235) (235)
Purchase of own shares (2) – – 2 (368) (368)
Total transactions with equity holders (2) – – 2 (603) (603)
Fair value movement of investment properties – – (23) – 23 –
At 30 September 2024 208 5,076 2,069 2,342 7,486 17,181
32314 27 November 2024 3:58 pm Proof 4
60
NOTES TO THE FINANCIAL STATEMENTS
27 ACCOUNTING POLICIES
The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK
Station Road, Egham, TW20 9LF. The principal activity of the Company during the year continued to be property investment.
The separate financial statements of the Company are presented as required by the CA 2006. The Company meets the
definition of a qualifying entity under FRS 100 ‘Application of Financial Reporting Requirements’ issued by the Financial
Reporting Council (“FRC”). Accordingly, these Financial Statements have been prepared in accordance with FRS 101 ‘Reduced
Disclosure Framework’ as issued by the FRC.
As permitted by FRS 101, the Company has taken advantage of the disclosure exemption available under the standard in the
following disclosures:
• a Cash Flow Statement and related notes;
• Disclosures in respect of capital management;
• The effects of new but not yet effective IFRSs; and
• Disclosures in respect of the compensation of Key Management Personnel.
As the consolidated financial statements of The Cardiff Property plc include the equivalent disclosures, the Company has also
taken the exemptions under FRS 101 available in respect of the following:
• Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS 7 Financial Instrument
Disclosures.
The Company proposes to continue to adopt the reduced disclosure framework of FRS 101 in its next financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods presented in
these financial statements.
Use of estimates and judgements
Judgements made by the Directors, in the application of these accounting policies that have significant effect on the financial
statements and estimates with a significant risk of material adjustment in the next year are discussed in note 3 where
applicable to the Group and Company. Additionally, the assessment of investments in shares in Group Undertakings and share
in Joint Venture are judgements made by the Directors of the Company.
Measurement convention
The financial statements have been prepared under the historical cost accounting rules and in accordance with applicable
accounting standards and with the Companies Act 2006. The financial statements are prepared on the historical cost basis
except that investment properties and certain financial instruments are stated at their fair value.
Going concern
The Company remains profitable and cash generative and has a strong balance sheet. Accordingly, the Directors consider
it appropriate to continue to prepare the financial statements on a going concern basis, the Company has significant cash
balances and a modest cost base.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.
Investment properties are stated at fair value.
In applying the fair value model in IAS 40 Investment Property:
i. investment properties are held at fair value. Any gains or losses arising from changes in the fair value are recognised in profit
or loss in the period that they arise; and
ii. no depreciation is provided in respect of investment properties applying the fair value model.
61
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
27 ACCOUNTING POLICIES (CONTINUED)
Any gain or loss arising from a change in fair value is recognised in profit or loss. Rental income from investment property is
accounted for as described in the revenue accounting policy in note 2.
Independent professional valuations for the Company’s investment properties are obtained by the Directors annually. The most
recent such valuations were obtained as at 30 September 2024.
Property, plant and equipment
Property, plant and equipment - other, comprises property, motor vehicles and fixtures, fittings and equipment.
Property is stated at valuation. An independent professional valuation for the Company’s freehold property is obtained by the
Directors annually. The most recent valuation was at 30 September 2024. Surpluses or deficits arising are recognised in other
comprehensive income.
Motor vehicles, plant and equipment are stated at cost less accumulated depreciation.
Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful life as follows:
• Freehold property 50 years
• motor vehicles 4 years
• fixtures, fittings and equipment 3 years
In accordance with IAS 16.35 the fair value of the freehold property is presented by eliminating accumulated depreciation and
adjusting the gross book value of the asset to equal revalued amount.
Investments
Listed investments are stated at fair value. See note 15.
Investments in Subsidiary Undertakings and Joint Ventures are stated at cost less any impairment. See note 30.
Cash at bank and in hand
Cash comprises cash in hand and deposits repayable in line with notice periods determined by the Company.
Dividends
Dividends unpaid at the balance sheet date are only recognised as a liability to the extent that they are appropriately declared
and authorised and are no longer at the discretion of the Company. Unpaid dividends that do not meet these criteria are
disclosed in the Directors’ Report.
28 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS
The key accounting judgements are:
1. Management’s assessment that assets have not been impaired
Management asses the carrying value of assets with reference to similar property valuations based on location, size and usage
and their experience and also seek views from local estate agents.
2. Aquila Services Group Plc investment
In March 2024 Aquila Services Group Plc previously listed on the London Stock Exchange applied to have its listing cancelled.
The carry value at September 2024 is based on Level 3 and has been determined to by reference to the final price before
cancellation. In previous years the investment was valued applying a 40% discount to the Level 2 quoted share price of Aquila
Services Group Plc when valuing the investment, due to shares having minimal trades relative to the percentage shareholding
meaning any disposal would likely devalue the investment.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in
the period in which the estimates are revised and in any future periods affected.
32314 27 November 2024 3:58 pm Proof 4
62
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
28 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS (CONTINUED)
The key areas of judgement in which estimates have been used and the assumptions applied are:
1. valuation of investment properties while supported by third party valuations include estimates. All investment property
owned by Cardiff has an independent third-party valuation performed annually. The properties owned by the Campmoss
Group, are valued by the Campmoss Directors having due regard to independent third-party information and valuations as
available; and
2. the deferred taxation provision uses these investment property valuations to calculate the gain or loss and hence deferred
taxation liability. This liability is estimated based on the taxation rates expected to be in place in the future which may differ
from the actual taxation rates at the time of sale.
3. The need for an allowance against carrying value of investments in subsidiary and Joint Venture which are held at cost.
29 ADMINISTRATIVE EXPENSES
2024
£’000
2023
£’000
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the annual accounts 60 58
Details of employee numbers and costs in respect of the Company, which are the same as the Group are given in note 8.
30 INVESTMENTS
Shares in
Group
undertakings
£’000
Shares in
Joint
Venture
undertaking
£’000
Listed
investments
£’000
Unlisted
investments
£’000
Total
£’000
At beginning of year 2,739 545 778 – 4,062
Disposals – – (99) (99)
Transfers – – (115) 115 –
Revaluation of investments – – (15) – (15)
At end of year 2,739 545 549 115 3,948
Group undertakings
The Company’s investments in Group undertakings, all of which are incorporated in England and Wales, are as follows:
Issued share
capital held Type of shares held Activity
First Choice Estates plc 100% Ordinary shares of £1 each Property development
Thames Valley Retirement Homes Limited 100% Ordinary shares of £1 each Property development
Village Residential plc 100% Ordinary shares of 10p each Dormant
Land Bureau Limited 100% Ordinary shares of £1 each Dormant
Campmoss Property Company Limited 47.62% Ordinary shares of £1 each Property investment
Campmoss Property Developments Limited 47.62% Ordinary shares of £1 each Property development
All of the above undertakings have been included within the consolidated financial statements. All of the above undertakings
registered office is 56 Station Road, Egham, Surrey, TW20 9LF. The dormant companies accounts are unaudited.
Further information on listed investments and our Joint Venture, Campmoss Property Company Limited, is included in note 15
to the consolidated financial statements.
63
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
31 DEBTORS
2024
£’000
2023
£’000
Trade debtors 72 68
Other debtors 21 25
Prepayments and accrued income 203 110
296 203
The Company applies the IFRS 9 simplified approach to measuring expected credit losses (‘ECL’) which uses lifetime expected
loss allowance for all trade receivables. The expected loss rates are based on management assessment of historical losses from
tenants which has been very low. Due to this, management believe there is no further credit risk provision required In excess of
normal provision for doubtful receivables.
32 CREDITORS
2024
£’000
2023
£’000
Rents received in advance 109 98
Trade creditors 34 12
Amounts owed to subsidiary undertakings 4,461 3,177
Other taxes and social security 42 45
Other creditors 201 148
Accruals and deferred income 53 71
4,900 3,551
33 DEFERRED TAX LIABILITY
Deferred taxation
2024
£’000
2023
£’000
At beginning of year 77 175
(Credit)/charge for the year in the profit and loss account – (98)
At end of year 77 77
Provision has been made for deferred taxation as follows:
2024
£’000
2023
£’000
Difference between accumulated depreciation and amortisation and capital allowances 77 77
Other temporary differences – –
Deferred tax liability 77 77
Deferred tax is estimated using an effective tax rate of 25% (2023: 25%)
32314 27 November 2024 3:58 pm Proof 4
64
34 INVESTMENT PROPERTY FAIR VALUE RESERVE
2024
£’000
2023
£’000
At beginning of year 2,092 2,326
Fair value movement in year (23) (332)
Deferred tax on fair value movement – 98
At end of year 2,069 2,092
35 OTHER RESERVES
Fair value
reserve
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Total
£’000
At 30 September 2022 and 1 October 2022 (6) 538 1,869 2,401
Fair value movement on property held for own use (10) – – (10)
Revaluation of investments (37) – – (37)
Purchase of own shares – 6 – 6
At 30 September 2023 and 1 October 2023 (53) 544 1,869 2,360
Fair value movement on property held for own use (5) – – (5)
Revaluation of investments (15) – – (15)
Purchase of own shares – 2 – 2
At 30 September 2024 (73) 546 1,869 2,342
The capital redemption reserve arises from the transfer from share capital of the nominal value of shares purchased for
cancellation from the purchase of own shares and the merger reserves arise from the acquisition of subsidiaries.
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
65
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTICE OF ANNUAL GENERAL MEETING
Notice is hereby given that the Annual General Meeting of The Cardiff Property Public Limited Company will be held at 56
Station Road, Egham, Surrey TW20 9LF on Thursday16th January 2025 at 12 noon, for the following purposes:
ORDINARY BUSINESS
1. To receive the reports of the Directors and auditor and the financial statements for the year ended 30 September 2024.
2. To approve the remuneration report for the year ended 30 September 2024 including the remuneration policy.
3. To declare a final dividend to be paid on 31 January 2025.
4. To re-elect as a Director, Nigel Jamieson who retires by rotation.
5. To re-appoint MHA as auditor of the Company and to authorise the Directors to determine its remuneration.
SPECIAL BUSINESS
To consider and, if thought fit, to pass resolution 6 as an ordinary resolution and resolutions 7 and 8 as special resolutions.
6. That the Directors be generally and unconditionally authorised pursuant to section 551 of the Companies Act 2006 to
exercise all the powers of the Company to allot, grant options over or otherwise deal with or dispose of the unissued share
capital of the Company provided that the authority hereby given:
(a) shall be limited to unissued shares in the share capital of the Company having an aggregate nominal value of £69,185;
and
(b) shall expire at the end of the next Annual General Meeting of the Company unless previously renewed or varied save
that the Directors may, notwithstanding such expiry, allot, grant options over or otherwise deal with or dispose of any
shares under this authority in pursuance of an offer or agreement so to do made by the Company before the expiry of
this authority.
SPECIAL RESOLUTIONS
7. Subject to the passing of the preceding ordinary resolution the Directors be and they are hereby empowered pursuant to
section 570 and section 573 of the Companies Act 2006 to allot equity securities (as defined in section 560 of that Act) for
cash pursuant to the authority conferred in that behalf by the preceding ordinary resolution, as if section 561(1) of that Act
did not apply to any such allotment, provided that this power shall be limited:
(a) to the allotment of equity securities in connection with a rights issue in favour of ordinary shareholders where the equity
securities respectively attributable to the interests of all ordinary shareholders are proportionate (as nearly as may be) to
the respective numbers of ordinary shares held by them subject only to such exclusions or other arrangements as the
Directors may deem necessary or expedient to deal with fractional entitlements; and
(b) to the allotment (otherwise than pursuant to subparagraph (a) above) of equity securities up to an aggregate nominal
amount of £10,378 representing 5% of the present issued share capital of the Company;
and shall expire on the date of the next Annual General Meeting of the Company or 15 months from the passing of this
resolution, whichever is the earlier, save that the Company may before such expiry make an offer or agreement which would
or might require equity securities to be allotted after such expiry and the Board may allot equity securities in pursuance of
such an offer or agreement as if the power conferred hereby had not expired.
32314 27 November 2024 3:58 pm Proof 4
66
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
8. Pursuant to article 12(2) of the Company’s articles of association that the Company be and is hereby unconditionally and
generally authorised to make market purchases (as defined in section 693(4) of the Companies Act 2006) of ordinary shares
of 20 pence each in the capital of the Company, provided that:
(a) the maximum number of ordinary shares hereby authorised to be acquired is 155,563 representing 14.99% of the
present issued share capital of the Company;
(b) the minimum price which may be paid for such shares is 20 pence per share which amount shall be exclusive of
expenses;
(c) the maximum price which may be paid for such shares is, in respect of a share contracted to be purchased on any day,
an amount (exclusive of expenses) equal to 105% of the average of the middle market quotations for an ordinary share
of the Company taken from the Daily Official List of The London Stock Exchange on the ten business days immediately
preceding the day on which the share is contracted to be purchased;
(d) the authority hereby conferred shall expire at the conclusion of the next Annual General Meeting or fifteen months from
the passing of this resolution, whichever is the earlier; and
(e) the Company may make a contract to purchase its own shares under the authority hereby conferred prior to the expiry of
such authority which will or may be executed wholly or partly after the expiry of such authority and may make a purchase
of its own shares in pursuance of any such contract.
Registered office: By order of the Board
56 Station Road
Egham K Chandler FCA
Surrey Secretary
TW20 9LF
27 November 2024
67
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
NOTES
1. A member entitled to attend and vote at the above meeting is entitled to appoint a proxy to exercise all or any of their rights
to attend, speak and vote on his/her behalf at the meeting. A proxy need not be a member of the company.
2. You may appoint more than one proxy provided each proxy is appointed to exercise rights attached to different shares. You
may not appoint more than one proxy to exercise rights attached to any one share. To appoint more than one proxy you may
photocopy the form of proxy. Please indicate the proxy holder’s name and the number of shares in relation to which they
are authorised to act as your proxy (which, in aggregate, should not exceed the number of shares held by you). Please also
indicate if the proxy instruction is one of multiple instructions being given. All forms must be signed and should be returned
together in the same envelope.
3. A form of proxy accompanies this notice. Forms of proxy, to be valid, must be delivered to Neville Registrars Limited at
Neville House, Steelpark Road, Halesowen B62 8HD in accordance with the instructions printed thereon, not less than 48
hours before the time appointed for the holding of the meeting. As an alternative to returning a hard copy Form of Proxy,
you may submit your proxy electronically at www.sharegateway.co.uk by using the Personal Proxy Registration Code as
shown on the Form of Proxy. Shareholders can use this service to vote or appoint a proxy online. The same voting deadline
of at least 48 hours before the time appointed for holding the meeting or adjourned meeting (as the case may be) applies. If
you need help with voting online, please contact our Registrars, Neville Registrars Limited +(0) 121 585 1131 or via email at
info@nevilleregistrars.co.uk.
4. CREST members who wish to appoint a proxy or proxies by utilising the CREST electronic proxy appointment service may
do so by utilising the procedures described in the CREST Manual. CREST Personal Members or other CREST sponsored
members, and those CREST members who have appointed a voting service provider(s), should refer to their CREST sponsor
or voting service provider(s), who will be able to take the appropriate action on their behalf. In order for a proxy appointment
made by means of CREST to be valid, the appropriate CREST message must be transmitted so as to be received by
the Company’s agent, Neville Registrars (whose CREST ID is 7RA11) by the specified latest time(s) for receipt of proxy
appointments. For this purpose, the time of receipt will be taken to be the time (as determined by the timestamp applied to
the message by the CREST Applications Host) from which the Company’s agent is able to retrieve the message by enquiry
to CREST in the manner prescribed. The Company may treat as invalid a CREST Proxy Instruction in the circumstances set
out in Regulation 35(5)(A) of the Uncertificated Securities Regulations 2001.
5. If you are not a member of the company but you have been nominated under section 146 of the Companies Act 2006 (the
‘Act’) by a member of the company to enjoy information rights, you do not have the rights of members in relation to the
appointment of proxies set out in notes 1, 2 and 3. The rights described in those notes can only be exercised by members
of the company.
6. A vote withheld is not a vote in law, which means that the vote will not be counted in the calculation of votes for or against
the resolution. If you either select the “Withheld” option or if no voting indication is given, your proxy will vote or abstain
from voting at his or her discretion. Your proxy will vote (or abstain from voting) as he or she thinks fit in relation to any other
matter which is put before the meeting.
7. Information regarding the meeting, including the information required by section 311A of the Act, is available from www.
cardiff-property.com.
8. As provided by Regulation 41 of the Uncertificated Securities Regulations 2001, only those members registered in the
register of members of the company 48 hours before the time set for the meeting shall be entitled to vote at the meeting
in respect of the number of shares registered in their name at that time. Changes to entries on the relevant register of
securities after that time shall be disregarded in determining the rights of any person to vote at the meeting.
9. As at 18:00 hours on 27 November 2024, the company’s issued share capital comprised 1,037,776 ordinary shares of 20
pence each. Each ordinary share carries the right to one vote at a general meeting of the company and, therefore, the total
number of voting rights in the company at 18:00 hours on 27 November 2024 is 1,037,776.
10. Under section 319A of the Act, the company must answer any question you ask relating to the business being dealt with
at the meeting unless (a) answering the question would interfere unduly with the preparation for the meeting or involve
the disclosure of confidential information; (b) the answer has already been given on a website in the form of an answer to
a question; or (c) it is undesirable in the interests of the company or the good order of the meeting that the question be
answered.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
32314 27 November 2024 3:58 pm Proof 4
68
11. If you are a person who has been nominated under section 146 of the Act to enjoy information rights (a ‘Nominated
Person’), you may have a right under an agreement between you and the member of the company who has nominated
you to have information rights (a ‘Relevant Member’) to be appointed or to have someone else appointed as a proxy for the
meeting. If you either do not have such a right or if you have such a right but do not wish to exercise it, you may have a right
under an agreement between you and the Relevant Member to give instructions to the Relevant Member as to the exercise
of voting rights. Your main point of contact in terms of your investment in the company remains the Relevant Member (or,
perhaps, your custodian or broker) and you should continue to contact them (and not the company) regarding any changes
or queries relating to your personal details and your interest in the company (including any administrative matters). The only
exception to this is where the company expressly requests a response from you.
12. Members satisfying the thresholds in section 338 of the Act may require the company to give, to members of the company
entitled to receive notice of the Annual General Meeting, notice of a resolution which those members intend to move (and
which may properly be moved) at the Annual General Meeting. A resolution may properly be moved at the Annual General
Meeting unless (i) it would, if passed, be ineffective (whether by reason of any inconsistency with any enactment or the
company’s constitution or otherwise); (ii) it is defamatory of any person; or (iii) it is frivolous or vexatious. The business which
may be dealt with at the Annual General Meeting includes a resolution circulated pursuant to this right. A request made
pursuant to this right may be in hard copy or electronic form, must identify the resolution of which notice is to be given,
must be authenticated by the person(s) making it and must be received by the company not later than 6 weeks before the
date of the Annual General Meeting.
13. Members satisfying the thresholds in section 338A of the Act may request the company to include in the business to be
dealt with at the Annual General Meeting any matter (other than a proposed resolution) which may properly be included
in the business at the Annual General Meeting. A matter may properly be included in the business at the Annual General
Meeting unless (i) it is defamatory of any person or (ii) it is frivolous or vexatious. A request made pursuant to this right
may be in hard copy or electronic form, must identify the matter to be included in the business, must be accompanied by a
statement setting out the grounds for the request, must be authenticated by the person(s) making it and must be received
by the company not later than 6 weeks before the date of the Annual General Meeting.
14. Members satisfying the thresholds in section 527 of the Act can require the company to publish a statement on its website
setting out any matter relating to (i) the audit of the company’s accounts (including the auditor’s report and the conduct of
the audit) that are to be laid before the Annual General Meeting; or (ii) any circumstances connected with an auditor of the
company ceasing to hold office since the last Annual General Meeting, which the members propose to raise at the meeting.
The company cannot require the members requesting the publication to pay its expenses. Any statement placed on the
website must also be sent to the company’s auditor no later than the time it makes its statement available on the website.
The business which may be dealt with at the Annual General Meeting includes any statement that the company has been
required to publish on its website pursuant to this right.
15. Copies of the Directors’ service contracts will be available for inspection at the registered office of the company during usual
business hours from the date of this notice until the date of the Annual General Meeting, and also during and at least fifteen
minutes before the beginning of the Annual General Meeting.
16. The company may hold in treasury any of its own shares purchased under the authority conferred by resolution 8 above.
This would give the company the ability to reissue treasury shares and provides greater flexibility in the management of its
capital base. Any shares purchased by the company not held in treasury will be cancelled and the number of shares in issue
reduced accordingly.
NOTICE OF ANNUAL GENERAL MEETING (CONTINUED)
69
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
FINANCIAL CALENDAR
28 November 2024 Results announced for the year ended 30 September 2024
16 January 2025 Annual General Meeting
16 January 2025 Ex-dividend date for the final dividend
17 January 2025 Record date for the final dividend
31 January 2025 Final dividend to be paid
May 2025 Interim results for 2025 to be announced
30 September 2025 Year end
32314 27 November 2024 3:58 pm Proof 4
70
The production of this report supports the work of the
Woodland Trust, the UK’s leading woodland conservation
charity. Each tree planted will grow into a vital carbon store,
helping to reduce environmental impact as well as creating
natural havens for wildlife and people.
71
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2024
Stock code: CDFF
?
Consider removing fax
The Cardiff Property plc
56 Station Road, Egham
Surrey TW20 9LF
Tel: 01784 437444
www.cardiff-property.com