XLON:CDFF ESEF Annual Report
CARDIFF PROPERTY PUBLIC LIMITED COMPANY(THE) (XLON:CDFF)
ESEF Annual Report
2025-12-09
For: 2025-09-30
View Original
Added on
September 18, 2026
ANNUAL REPORT AND FINANCIAL STATEMENTS
FOR THE YEAR ENDED 30 SEPTEMBER 2025
www.cardiff-property.com
Stock code: CDFF
26281 27 November 2025 4:14 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
17 Directors and Advisers
18 Report of the Directors
21 Corporate Governance
25 Remuneration Report
29 Statement of Directors’ Responsibilities
30 Independent Auditor’s Report
36 Consolidated Income Statement
36 Consolidated Statement of Comprehensive Income
37 Consolidated Balance Sheet
38 Consolidated Cash Flow Statement
39 Consolidated Statement of Changes in Equity
40 Notes to the Financial Statements
61 Company Balance Sheet
62 Company Statement of Changes in Equity
63 Notes to the Financial Statements
68 Notice of Annual General Meeting
72 Financial Calendar
01
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
The Thames Valley commercial and residential property
markethas remained quiet over the year. Until investors see
consistent signs or stability and credible growth prospects the
market will remain subdued.
Whilst I can report new lettings to the Group’s portfolio
confidence in the property market is at a low ebb as investors
continue to be buffeted by ongoing concerns over the
economic trajectory for the UK.
The Group including Campmoss Property, our 47.62% owned
Joint Venture partner, has made good progress in respect of
planning permissions.
J. Richard Wollenberg
Chairman
FINANCIAL HIGHLIGHTS
2025 2024
Net Assets £’000 30,664 30,423
Net Assets Per Share £ 30.53 29.31
Profit Before Tax £’000 1,679 1,385
Earnings Per Share – Basic and diluted pence 132.90 102.76
Dividend Per Share pence 27.5 23.5
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. Eleven retail units
are let, one vacant unit is currently under offer. Total rental,
£294,000 p.a. The apartments are let on Assured Shorthold
Tenancy Agreements producing £160,000 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 £63,000
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 £101,000 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 £233,000 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 vacant. Net rental currently £379,000 p.a.
estimated to increase to £515,000 when fully let. Following
grant of a new planning permission on 10 October 2025, for
a 75-bedroom care home, contracts for sale were exchanged
on 10 October 2025 with completion expected to take 4-6
months.
EGHAM
Heritage Court
Four retail units let on medium term leases and ground rents
producing £83,000 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, producing £280,000 p.a.
GUILDFORD
Tangley Place, Worplesdon*
2.5 acres, land in green belt.
MAIDENHEAD
Highway House*
Building demolished. Previous planning approval for a new
48,000 sq. ft. gross B1 office scheme and recent planning
approval for 76 apartments. 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. Five let producing
£150,000 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. let on short
and medium term leases, one new lease during the year
producing rental of £186,000 p.a. which includes first floor of
one unit currently under offer.
*Owned by Campmoss Group our Joint Venture partner
LOCATIONS
32314 27 November 2025 4:14 pm Proof 4
02
CHAIRMAN’S STATEMENT
Dear Shareholder,
The Thames Valley commercial and residential property
market has remained quiet over the year. Until investors see
consistent signs of stability and credible growth prospects the
market will remain subdued.
Whilst I can report new lettings to the Group’s portfolio
confidence in the property market is at a low ebb as investors
continue to be buffeted by ongoing concerns over the
economic trajectory for the UK.
The Group, including Campmoss Property, our 47.62% owned
Joint Venture partner, has made good progress in respect of
planning permissions details of which appear later in this report.
A number of office rental and residential lettings have
been achieved throughout the Group’s portfolio with minor
increases in rental. The majority of lease expiries resulted
in new leases being agreed with existing tenants for terms
in the range of 3-5 years usually with an RPI increase. The
Campmoss Group’s residential apartments in Bracknell are let
on annual agreements and again minor increases in line with
RPI have been achieved.
FINANCIAL
For the year to 30 September 2025 the Group profit before
tax was £1.7m (2024: £1.4m). This includes a minor decrease
in Company property values of £0.005m (2024: £0.02m). Our
share of profit after tax in Campmoss and its subsidiary which,
in accordance with IFRS 40, includes an increase in property
values of £0.21m amounted to £0.38m (2024: £0.14m).
For the year ended 30 September 2025, the Company
received a dividend of £2.5m. from its investment in
Campmoss.
Revenue for the year which represented gross rental income,
excluding Campmoss, totalled £0.7m (2024: £0.7m).
The profit after tax attributable to shareholders for the financial
year was £1.36m (2024: £1.07m) and the earnings per share
was 132.90p (2024: 102.76p).
At the year-end, the Company’s commercial portfolio
was valued by Kempton Carr Croft at a total of £5.64m
(2024: £5.63m). 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.
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 £23.4m
(2024: £22.9m).
The Company’s share of the net assets of Campmoss group
was £9.30m (2024: £11.42m). The reduction in value is due to
dividends received from Campmoss of £2.5m (2024: £1.0m)
The Group’s total net assets as at the year-end were £30.66m
(2024: £30.42m) equivalent to £30.53 per share (2024: £29.31)
an increase of 4.1% over the year (2024: 3.1%). 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 (2024: nil).
During the year the Company purchased and cancelled 33,356
(2024: 16,034) ordinary shares at a total cost of £0.85m
(2024: £0.37m).
The Company may hold in treasury any of its own shares
purchased. This gives the Company the ability to reissue
treasury shares and provides great flexibility in the
management of its capital base. At the year end the Company
held nil (2024: 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 15 January 2026. 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 page 68 of the Annual Report and 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, which represents a
substantial part of the Company’s net assets. Whilst provision
is made in the Campmoss accounts for deferred tax should
Cardiff dispose of its shareholding in Campmoss, 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 £2.33m (2024 : £2.86m) equivalent £2.26 (2024: £2.75)
per share calculated using a tax rate of 25% (2024: 25%).
This information is provided to shareholders as an additional
non-statutory disclosure.
DIVIDEND
The directors recommend a final dividend of 20.0p per share
(2024: 17.0p) making a total dividend for the year of 27.5p
(2024: 23.5p), an increase of 17.0%. The final dividend will be
paid on 30 January 2026 to shareholders on the register at 16
January 2026.
03
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
CHAIRMAN’S STATEMENT CONTINUED
THE PROPERTY PORTFOLIO
The Group continues to manage its property portfolio located
in the Thames Valley and the surrounding counties of Surrey,
Berkshire and Buckinghamshire close to Heathrow Airport. A
detailed property review is set out in the strategic report on
pages 5 to 7.
During the year the Company achieved new lettings at The
Windsor Business Centre, Windsor, (following refurbishment
and lease expiry) at the White House, Egham (1st floor office
and ground floor retail unit) and at Maidenhead Enterprise
Centre, Maidenhead (ground floor warehouse). In the
Campmoss portfolio one retail unit remains available (now
under offer) at Market Street, Bracknell.
At The Priory, Burnham, Campmoss was recently granted a
further planning approval for a 75 bedroom care home which
now allows the building to be separated from the existing
Grade II Listed office building known as The Business Centre.
On 10 October, after the year end, contracts were exchanged
with a developer and operator to dispose of the Property.
Further details are given at the end of this report under “Post
Balance Sheet Events”
At Highway House, Maidenhead, planning for a 76 apartment
residential scheme including affordable housing was granted
subject to a Section 106 agreement which has now been
completed. A Care Home scheme was refused although an
appeal is being considered.
At Tangley Place, Worplesdon, an application for a 64 bedroom
Care Home has been lodged and discussions with the Local
Authority are in progress.
As pointed out in previous years the cost of planning
applications including a multitude of associated reports, has
risen substantially. It should be noted that the above planning
applications have taken upwards of 2 years to progress.
Governments have continually stated that this process will be
simplified but to date no changes have been evident.
The Group’s portfolio including stock and Campmoss covers
43% retail, 6% business units, 13% residential and 38%
office/carehome.
FOCUS ON ENVIRONMENTAL, SOCIAL AND GOVERNANCE (“ESG”)
The Group has a strategy of providing environmentally
sustainable, energy efficient and functionable buildings
consistent with physical and financial constraints. Close liaison
with its tenants remains an important policy.
During the year no re-development has been undertaken
whilst refurbishment projects have given consideration
towards ESG as well as related Health and Safety issues.
Our planning applications emphasise sustainability and
modern design as well as green policies and being energy
efficient. Our aim is to create a good working environment
and achieve a BREEAM rating of Very Good.
We continue to take appropriate action where necessary 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 16.
QUOTED INVESTMENTS
The Company retains a small portfolio of short-term retail
bonds and equity investments. The value has marginally
decreased over the year with the former providing 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.
MANAGEMENT AND TEAM
The property market continues to require intensive and
challenging management and I would therefore take this
opportunity to thank all members of our small property team
and our Joint Venture partner for their support, enthusiasm
and achievements over the year.
OUTLOOK
As I write this report the investment community will be
assessing the effects of the recent budget statement. This will
inevitably take time as the business community and investors
evaluate and form their own conclusions. The prospect of any
further major decreases in interest rates appears to now be
placed on hold.
POST BALANCE SHEET EVENTS
As detailed earlier at The Priory, Burnham planning permission
was granted in early October for a Care Home. Subsequently
Campmoss has exchanged a conditional contract for the
freehold sale. I anticipate that the conditions will be met over
the next 4-6 months.
The year ahead will have its challenges and I look forward to
reporting further at the half year.
J. Richard Wollenberg
Chairman
26 November 2025
32314 27 November 2025 4:14 pm Proof 4
04
STRATEGIC REPORT
The Directors present their Strategic Report on the Group for
the year ended 30 September 2025.
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
£23.4m. 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 at £23.4m, 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.
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 (2024: 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 and efforts have been focused on
securing planning for existing sites.
The Campmoss Group, Joint Venture continues to perform
well and is a significant portion of our portfolio, valued at
£16.7m of the total portfolio of £23.4m.
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, applying increases
when rent reviews permit. The Group intends to progress
its planning applications as set out in this report. Following
successful planning applications, the Group will either sell or
develop property. No property sales have been made in the
year but post year end conditional contracts to sell The Priory,
Burnham have been exchanged.
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 are very good with all
tenants having a direct relationship with at least one member
of the team. Working closely with tenants has helped foster
open relationships and ensure payment of rents on time.
PROPERTY PORTFOLIO UNDER MANAGEMENT
The total property portfolio below includes 100% of the assets
of our jointly controlled Campmoss Group:
2025
£’000
2024
£’000
Cardiff Group
Investment properties 5,636 5,640
Own use freehold property 285 285
Inventory and work in progress 723 722
6,644 6,647
Campmoss Group
Investment properties 13,718 13,206
Inventory and work in progress 2,997 2,997
16,715 16,203
Total 23,359 22,850
05
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
THE CARDIFF PROPERTY PLC PORTFOLIO
The Windsor Business Centre, Windsor, comprises four
business units all let on medium term leases. The renewal of
an office planning consent at The Windsor Business Centre,
Windsor was finally received towards the end of last financial
year although in view of market conditions existing leases
will remain and no redevelopment is envisaged. The individual
units are available for sale.
The White House, Egham, includes five ground floor retail
units with air-conditioned offices on the upper floor. All units,
other than a first floor office unit, currently under offer, are let
on a mixture of short and medium-term leases.
The Maidenhead Enterprise Centre, Maidenhead, comprises
six individual business units. Individual units include industrial
use on the ground floor with offices above. All units, other
than a first floor office, currently under offer, 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:
2025
£’000
2024
£’000
Revenue 1,223 1,319
Cost of sales (1,101) (1,167)
Other operating income 287 255
Administrative expenses (234) (198)
Surplus/(deficit) on fair value
movement of investment
properties 438 (256)
Net interest 301 532
Profit before tax 914 485
Tax (116) (192)
Total comprehensive income
for the year after tax 798 293
Dividends (5,250) (2,100)
Net assets 19,535 23,987
Group’s share of results of Joint
Venture – 47.62% (2024: 47.62%) 9,303 11,423
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 (except one currently under
offer) 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. During the year Campmoss continued to pursue
a revised care home scheme at The Priory. A successful
planning approval was granted on 9 October 2025, and a
conditional contract for sale was exchanged on 10 October
2025.
At Highway House, Norreys Drive, Maidenhead, planning
was previously granted for a 48,000 sq. ft. gross new office
scheme. Planning approval for a residential scheme was
granted in June 2025. The cleared site is currently 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 £16.7m
(2024: £16.2m). This figure includes property held for re-sale,
being the residential flats at Gowring House and Alston House
which are valued at the lower of cost or net realisable value.
Total revenue for the Campmoss Group for the year amounted
to £1.2m (2024: £1.3m) representing no property sales (2024:
£0.1m) and gross rental income £1.2m (2024: £1.2m). During
the year Campmoss paid a dividend of £5.25m (2024: £2.1m)
to its shareholders.
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 (2024: £nil).
STRATEGIC REPORT CONTINUED
32314 27 November 2025 4:14 pm Proof 4
06
STRATEGIC REPORT CONTINUED
ANALYSIS OF GROUP PROPERTY PORTFOLIO
By Capital Value (%)
(including property held in Inventory)
13
43
38
6
By Capital Value (%)
(excluding property held in Inventory)
51
44
5
By Rental Income (%)
(excluding property held in Inventory)
58
36
6
1
n Office/Care home 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 summarised 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 decreased
to 3.9 years in 2025 from
4.1 years in 2024.
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.
No developments have taken
place 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 offset
by falling interest rates has
resulted in an increase in
interest income from £0.6m in
2024 to £0.7m in 2025.
07
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
STRATEGIC REPORT CONTINUED
Risk and potential impact Mitigation Comment
Movement in risk
during the year
Government policies, 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.
Cyber security 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 the
Groups 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.
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.
32314 27 November 2025 4:14 pm Proof 4
08
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.
2021 18.50
25.49
1,259
91.91
Dividend per share
pence
Net assets per share
£
Profit before tax
£’000
Earnings per share
pence
2022 20.50 27.56 2,697 218.23
2025
22.00
28.44
1,262
104.62
2024 23.50 29.31
1,385
102.76
2025
27.50
30.53 1,679 132.9
The effectiveness of the Group’s strategy is reflected in its performance over recent years. In the three years to 30 September
2024 net assets per share increased 15.0% from £25.49 per share to £29.31 per share, with a further increase of 4.2% to £30.53
at 30 September 2025. The Group benefits from substantial cash deposits and ongoing profitability. The interim and proposed final
dividend increased from 18.50p per share to 23.50p per share over the period from September 2021 to September 2024 and, for
the current year, the interim and proposed final dividend has been increased by 17.0% to 27.50p per share.
CONSOLIDATED FIVE YEAR SUMMARY
2025 2024 2023 2022 2021
Income statement items
Revenue being gross rental income £’000 680 683 662 703 596
Profit before taxation £’000 1,679 1,385 1,262 2,697 1,259
Dividends paid and proposed in respect
of the year
(1)
£’000 252 245 232 210 211
Dividend cover
(2)
times 6.7 5.7 5.4 12.8 6.0
Dividend per share
(3)
pence 27.5 23.5 22.0 20.5 18.5
Earnings per share
(4)
pence 132.90 102.76 104.62 218.23 91.91
Balance sheet items
Total assets £’000 31,715 31,427 30,919 30,956 29,656
Total liabilities £’000 (1,051) (1,004) (944) (1,144) (1,214)
Net assets £’000 30,664 30,423 29,975 29,812 28,442
Number of shares in issue at 30 September ‘000 1,004 1,038 1,054 1,082 1,116
Net assets per share attributable to
shareholders
(5)
£ 30.53 29.31 28.44 27.56 25.49
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.
STRATEGIC REPORT CONTINUED
09
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
STRATEGIC REPORT CONTINUED
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.
The Group’s 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 £5,000 (2024: £23,000
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 despite
falling interest rates has resulted in an increase in interest
income from £0.6m in 2024 to £0.7m in 2025.
The effective tax rate in the income statement in 2025 is
22% compared to 23% in 2024 primarily due to movement
in deferred tax on investment property in the prior year,
see note 10.
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. Staff are
regularly in the office and opportunities to discuss issues
are facilitated. There is a very small team and staff turnover
is low. See Remuneration Report page 27 for details of
how directors and employees are rewarded.
• Shareholders – ongoing support from shareholders,
including support for resolutions at the AGM and lower
volume of trades in the Company’s shares provides share
price stability, see graph on page 26 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
fostered open relationships and ensure payment of rents
on time. .
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
shareholders’ feedback is considered in respect of major 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 24.
The Board carefully considers the impact of the Company’s
operations on the community and the environment, ensuring
that decisions support sustainable practices and promote
positive social and environmental outcomes.
The Board recognises the need to act fairly as between
members of the Company and ensures that all shareholders
are treated equitably, with decisions made transparently and
in the best interests of the Company as a whole.
The Company has 6 employees including the Directors, so the
employees’ other than the directors 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. The Group ensures
supplier payments are made on a timely basis.
The Group is conscious of the importance of maintaining a
reputation for high standards of business conduct, this is
most relevant when considering tenants and their impact
on others. We maintain high standards of business conduct
by implementing transparent policies, regular compliance
reviews, and ongoing staff training. This ensures that all
interactions with tenants are fair, respectful, and aligned
with our commitment to ethical and responsible property
management.
Any matters that are considered necessary are voted on at the
AGM to ensure fairness between shareholders.
32314 27 November 2025 4:14 pm Proof 4
10
STRATEGIC REPORT CONTINUED
CORPORATE SOCIAL RESPONSIBILITY
In carrying out the Group’s acquisition, development and
management of commercial and residential property, the
Group aims to conduct business with honesty, integrity and
openness, respecting human rights and the interests of our
shareholders and employees. The Group aims to provide
timely, regular and reliable information on the business to
all our shareholders and conduct operations to the highest
standards.
The Group strives 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. The Group continues 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.
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 6.6.6R (8).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.
The Board has overall responsibility for overseeing the Group’s
climate-related risks and opportunities. Climate strategy,
targets, and performance updates are integrated into the
Board’s regular agenda to ensure alignment with our long-
term business goals.
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, which are held at least once every six months
and more often as necessary.
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. This
includes reference scenarios published by the
• Network for Greening the Financial System (NGFS),
which provides a suite of macro-financial climate pathways
aligned with orderly, disorderly, and hot-house world
futures; and
• International Energy Agency (IEA), including the
Net Zero Emissions (NZE) and Stated Policies (STEPS)
scenarios relevant to the global energy transition.
STRATEGIC REPORT CONTINUED
11
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
STRATEGIC REPORT CONTINUED
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
Current risks identified are summarised below:
SHORT TERM
Physical Risks
• Increased occurrence of localised flooding and extreme
rainfall poses short-term disruption to residential units
and ground-floor commercial tenants, with potential
for unplanned repair expenditure and higher insurance
excesses.
• More frequent heatwaves exacerbate overheating
risks, particularly in top-floor residential units with limited
ventilation, potentially impacting tenant comfort and
satisfaction.
Transition Risks
• Tightening energy-efficiency requirements, including
more stringent Minimum Energy Efficiency Standards
(MEES), may require targeted investment in insulation,
glazing and heating upgrades to maintain leasing viability.
• Rising energy costs continue to influence service charges
and landlord-controlled utilities, increasing operating
expenditure within multi-let assets.
• Greater stakeholder expectations for ESG
transparency, including TCFD-aligned reporting, require
improved data collection, analysis and disclosure capability.
Market & Tenant Dynamics
• Tenants are increasingly favouring energy-efficient, well-
insulated and climate-resilient buildings, which may
reduce demand for less efficient units and create short-
term leasing pressure.
MEDIUM TERM
Physical Risks
• More frequent and severe flooding events in certain
parts of the UK may lead to rising insurance premiums,
more restrictive policy terms or, in some cases, reduced
availability of cover.
• Chronic overheating and water stress may necessitate
investments in enhanced ventilation, shading, landscaping
and cooling solutions.
Transition Risks
• Expected tightening of residential and commercial EPC
requirements, including potential obligations to reach
EPC B or better, may require a staged retrofit programme
across parts of the portfolio.
• Increasing carbon prices and the gradual electrification of
building services may raise refurbishment and operating
costs.
• Evolving disclosure standards, including sustainability
reporting and climate-risk assessments, may increase
reporting and assurance requirements for listed
companies.
Market & Tenant Dynamics
• Valuation pressure may emerge for assets with poor
energy performance or those located in areas that become
reclassified as higher flood-risk zones.
• Commercial tenants are placing greater emphasis on
location-specific climate resilience when renewing
leases.
LONG TERM
Physical Risks
• Sea-level rise and more severe storm cycles represent
structural risks for any coastal or river-adjacent assets,
potentially resulting in significant capital expenditure or
reduced economic life.
• Shifts in long-term population and tenant demand
patterns, influenced by regional climate impacts, may
affect rental growth prospects in certain locations.
Transition Risks
• The move towards near-zero-carbon building standards
may require substantial investment in deep retrofits,
including full electrification of heating systems, on-site
renewable generation and use of low-carbon materials.
• Regulatory restrictions on letting or selling non-
compliant buildings could create stranded-asset risks
for older or inefficient properties that are uneconomic to
upgrade.
Market & Systemic Risks
• Long-term insurance affordability and availability may
decline in high-risk areas, impacting asset values and debt-
financing terms.
• Future shifts in lender requirements may restrict borrowing
against assets that fail to meet sustainability or climate-
resilience criteria.
CLIMATE OPPORTUNITIES
In parallel with these risks, the Group sees opportunities to
improve asset performance and shareholder value through:
• Energy-efficiency upgrades that enhance tenant
experience and reduce running costs.
• Selective acquisitions of well-located, climate-resilient
assets at attractive pricing.
• Installation of low-carbon technologies such as solar
PV, EV charging infrastructure and heat pumps.
• Access to sustainability-linked financing as the Group
strengthens its climate strategy.
STRATEGIC REPORT CONTINUED
32314 27 November 2025 4:14 pm Proof 4
12
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 has been
undertaken and updated EPCs are obtained where necessary.
The Directors consider the impact of any improvement
needed will be both medium term and medium cost across
portfolio.
1. IDENTIFY RELEVANT CLIMATE ISSUES
We review the main climate-related risks that could affect
our small portfolio, such as flooding, overheating, energy-
efficiency regulations, insurance changes, and tenant demand
for efficient buildings.
2. GATHER BASIC INFORMATION ON EACH PROPERTY
For each asset we look at a small set of practical indicators,
including:
• EPC ratings and any known upgrade requirements;
• Flood-risk maps and insurance terms;
• Expected maintenance issues linked to weather;
• Any tenant or market feedback related to energy use or
resilience.
3. ESTIMATE THE POSSIBLE FINANCIAL EFFECT
Where a potential issue is identified, we make an estimate of
its financial impact by considering:
• Extra operating costs (insurance, energy, maintenance);
• Required capital works (e.g., insulation, heating upgrades);
• Possible effects on rent, occupancy, or property valuation.
These estimates are based on internal cost knowledge, recent
contractor quotes, and insurance guidance.
4. DECIDE IF THE IMPACT IS “MATERIAL”
An issue is treated as material if it is likely to:
• Require a meaningful amount of unplanned capital
expenditure;
• Affect the ability to lease, insure, or refinance a property;
or
• Change expected cash flows enough to influence investor
decisions.
5. BOARD REVIEW AND APPROVAL
Any significant items would be brought to the Board. The
Board then decides whether the impact is material and
whether any action or disclosure is required.
6. INTEGRATION INTO PLANNING
Material items are fed into the Company’s annual budget,
cash-flow forecasts, and decisions about any refurbishment or
asset management activity.
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 dependent on
the successful planning applications, any new development
scheme would factor in appropriate costs, and current
market conditions which may mean a redevelopment is not
envisaged. Planning regulations, building regulations and
contracting partners would help ensure that compliance was
achieved. In respect of recent planning applications for the
Group which includes Highways House, The Priory and Tangley
Place Centre 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.
Although the Group has not experienced any material
financial impact from climate-related issues to date, the Board
recognises that climate factors are becoming increasingly
relevant to real estate owners. As a result, climate
considerations have been incorporated into our day-to-day
business decisions, strategic planning and financial processes
in the following ways:
BUSINESS IMPACT
• We have increased our awareness of asset-level risks such
as flooding, overheating and insurance changes, but none
have resulted in significant cost or disruption.
• Routine property reviews now include simple climate
checks—such as EPC status, flood risk and insurance
terms—even where no action has been required.
STRATEGIC REPORT CONTINUED
13
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
STRATEGIC REPORT CONTINUED
STRATEGIC IMPACT
• Climate considerations are now part of our approach
to asset management. We factor in potential future
regulatory requirements (e.g., EPC improvements) when
evaluating long-term plans for each property, but no
strategic changes have been necessary.
• When considering acquisitions or disposals, we include
basic climate resilience and energy-efficiency indicators in
our decision-making, although these have not altered any
recent decisions.
FINANCIAL PLANNING IMPACT
• While no climate-related capex or cost increases have
been needed, potential EPC upgrade costs or insurance
movements are considered when preparing forecats.
• The Group continues to monitor potential impacts on
valuations, tenant demand and financing, but to date has
not experienced any material effects.
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.
There were no changes in suppliers during
the year ended 30 September 2025.
Any changes in suppliers will involve
completion of a supplier questionnaire
including climate related risks as
appropriate.
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 2030.
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.
32314 27 November 2025 4:14 pm Proof 4
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STRATEGIC REPORT CONTINUED
RISK MANAGEMENT
a) Describe the Company’s processes for identifying and
assessing climate-related risks.
Identification of climate-related risks
The Group’s primary climate-related risks relate to the
resilience, condition, and insurability of our property
assets. We identify climate risks through a structured, but
proportionate, process that includes:
• Annual desktop reviews of physical climate hazards (e.g.,
flooding, extreme heat, storms) using publicly available UK
climate data and government mapping tools.
• Monitoring of transition risks, including changes in UK
building regulations, energy-efficiency standards, minimum
EPC requirements, and investor expectations.
• Engagement with insurers, property managers, and
local authorities to identify emerging issues that may
affect asset performance or tenant continuity.
• Considering market and tenant demand trends,
particularly relating to energy efficiency, operating costs,
and environmental performance.
The Company’s processes include the following: (incorporated
into the company board meetings where risk is considered
• 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.
Management of Climate-Related Risks
The Group’s approach to managing climate risks focuses on
maintaining asset resilience, regulatory compliance, and long-
term value preservation. Key measures include:
• Maintenance and refurbishment planning informed by
climate-risk findings (e.g., improved insulation, cooling
solutions, flood-mitigation measures).
• Ensuring all assets meet or exceed minimum UK energy
and EPC standards, with upgrades scheduled where
future regulations may tighten.
• Insurance reviews to ensure adequate coverage for
extreme weather–related events and adjustments to
deductibles or terms where required.
• Integrating climate considerations into our capital
allocation for refurbishments and property improvements.
• Engaging with tenants to support energy efficiency and
responsible building use.
c) Describe how processes for identifying, assessing, and
managing climate-related risks are integrated into the
Company’s overall risk management.
Assessment of Climate-Related Risks
The Group assess identified climate risks based on their
potential impact on property value, operational costs, rental
income, and insurance availability. Our assessment approach
includes:
• Qualitative risk ratings (high, medium, low) based on
likelihood and potential financial impact.
• Periodic scenario testing, referencing external sources
such as NGFS and IEA pathways to understand long-
term transition implications for energy performance
requirements and carbon pricing.
• Evaluating asset-level exposure to physical risks (e.g.,
flood risk zones, heat stress) using simple risk scores.
• Incorporating climate risk considerations into acquisition
due diligence, including building condition surveys and
projected energy performance.
Integration into Overall Risk Management
• Climate-related risks form part of our wider enterprise
risk management process. The Board receives annual
updates, with interim updates provided if material
changes occur. Climate risks are evaluated alongside
financial, operational, and compliance risks to ensure a
consistent and balanced approach to risk oversight.
15
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
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 any 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
26 November 2025
STRATEGIC REPORT CONTINUED
32314 27 November 2025 4:14 pm Proof 4
16
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
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BANKERS
HSBC Bank Plc
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SOLICITORS
Blake Morgan LLP
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REGISTRAR AND TRANSFER OFFICE
Neville Registrars Limited
Neville House, Steelpark Road, Halesowen, B62 8HD
Telephone: 0121 585 1131
J RICHARD WOLLENBERG (AGED 77)
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 53)
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.
NIGEL D JAMIESON BSC, FCSI (AGED 75)
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 75)
Derek is Chair of Aquila Services Group plc which specialises
in urban regeneration and affordable housing. The Aquila
Group trades through two key subsidiaries, Altair Consultancy
& Advisory Services 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.
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.
17
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
REPORT OF THE DIRECTORS
The Directors submit their annual report and the audited
financial statements for the year ended 30 September 2025.
RESULTS
The results of the Group for the year are set out in the audited
financial statements on pages 36 to 60.
DIVIDENDS
The Directors recommend a final dividend for the year of
20.0p per share (2024: 17.0p) payable on 30 January 2026.
The total dividend paid and proposed in respect of the year,
including the interim dividend of 7.5p (2024: 6.5p) per share,
amounts to 27.5p per share (2024: 23.5p).
PRINCIPAL ACTIVITY
information that fulfils these requirements and those of
the UK Listing Authority Disclosure and Transparency Rules
which requires a management report that can be found in the
Chairman’s Statement and Strategic Report on pages 3 to 16.
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 21 to 24 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 Group and the Company
have contractual or other arrangements which are essential
to the business of the Group and the Company other than
those included in the related party disclosures in note 25 on
page59.
BUSINESS REVIEW
See Strategic Report on pages 5 to 16.
This included details on the Group and Company’s
engagement with suppliers, customers and others in a
business relationship with the Company/
LIKELY FUTURE DEVELOPMENTS
The Group expects to continue to generate rental income
from its investment property portfolio. The Group expects to
complete on the sale The Priory, Burnham following exchange
of contracts on 10 October 2025 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 are held in financial institutions
with an acceptable risk rating and 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 17.
Allserved throughout the financial year.
In accordance with the Company’s articles of association,
Karen L Chandler 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
2025
Beneficial
At
30 September
2024
Beneficial
K L Chandler 100 100
N D Jamieson 1,500 1,500
J R Wollenberg 628,932 625,169
The increase in JR Wollenberg’s shareholding in the year of
3,763 above are held by connected persons.
There were no changes in the Directors’ shareholdings as
stated above between 1 October 2025 and 26 November
2025.
At 30 September 2025 J Richard Wollenberg held 25,000
(2024: 25,000) ordinary shares of £1 each in Campmoss
Property Company Limited, a Joint Venture, representing
2.38% (2024: 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.
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DIRECTORS’ OPTIONS
No Director held options at 30 September 2025 (2024: nil).
SUBSTANTIAL SHAREHOLDINGS
Other than J. Richard Wollenberg referred to above who
with his family holds 62.62% (2024: 60.2%), the Group
and Company have not been notified of any holdings
of 3% or more in the share capital of the Company at
26 November 2025.
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.
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 £10,044, representing
5% of the present issued ordinary share capital of the
Company.
PURCHASE OF OWN SHARES
At the Annual General Meeting held on 16 January 2025,
authority was renewed empowering your Directors to make
market purchases of up to 155,563 of the Company’s own
ordinary shares of 20p each. Under that authority, your
directors made market purchases of 33,356 shares (nominal
value of £0.20 per share, total nominal value of £6,671)
representing 3.2% of the issued share capital at 16 January
2025. These shares were purchased to enhance shareholder
value and were purchased for an aggregate value of £851,000
(including stamp duty and charges) and cancelled. The number
of shares in issue following these transactions was 1,004,420.
The existing authority for the Company to purchase its own
shares expires at the conclusion of the Annual General
Meeting to be held on 15 January 2026. 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 68 authorising the Directors to purchase up to 150,562
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 2027, 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.
The auditor, MHA, previously traded through the legal entity
MacIntyre Hudson LLP. In response to regulatory changes,
MacIntyre Hudson LLP ceased to hold an audit registration
with the engagement transitioning to MHA Audit Services LLP.
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).
REPORT OF THE DIRECTORS CONTINUED
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www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
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 OFFICERS’ INDEMNITY INSURANCE
The Directors of the Group and 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.
DISCLOSURE AND TRANSPARENCY RULES
Details of the Company’s share capital are given in note 20.
The Group and the Company have 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 Group and 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 Group or
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.
REPORT OF THE DIRECTORS CONTINUED
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 LR6.3.2R of the Listing Rules to demonstrate that, despite
having a controlling shareholder, the Group and the Company
is able to carry on the business it carries on as its main activity
independently from such controlling shareholder at all times.
POST BALANCE SHEET EVENT (unadjusting)
Following grant of a new planning permission on 10 October
2025, contracts for sale of The Priory, an investment property
held by Campmoss were exchanged on 10 October 2025 with
completion expected within 4-6 months.
J Richard Wollenberg
Chairman
26 November 2025
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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 25 to 28, 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 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. Further disclosures will therefore be
made in next year’s financial statements.
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 nine 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 2 2
KL Chandler 4 2 2
ND Jamieson 4 2 2
Total meetings held 4 2 2
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
has previously concluded that due to the size of the Group an
internal audit function is not required. This remains the view
of the Audit Committee, but this decision will 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.
21
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
CORPORATE GOVERNANCE CONTINUED
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 third 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
recommendations from other sources. The further evaluation
of the audit process is described below. MHA were appointed
as a result of a tender carried out in early 2023. As this is the
third 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 so has 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 2025.
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.
The Audit Committee is responsible for monitoring the
integrity of the financial statements of the Company and
any announcements relating to the Company’s financial
performance including reviewing significant financial reporting
judgements contained in them.
The Audit Committee provides advice on whether the annual
report and accounts, taken as a whole, is fair, balanced and
understandable, and provides the information necessary
for shareholders to assess the Company’s position and
performance, business model and strategy.
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.
The Remuneration Committee has delegated responsibility for
determining the policy for executive director remuneration and
setting remuneration for the chair and executive directors It
reviews workforce remuneration and related policies and the
alignment of incentives and rewards with culture, taking these
into account when setting the policy for executive director
remuneration.
The remuneration of non-executive directors is determined by
the board reflecting the time commitment and responsibilities
of the role. The non-executive director’s remuneration does
not include share options or other performance-related
elements.
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CORPORATE GOVERNANCE CONTINUED
No remuneration consultant has been appointed. No share
options schemes have been used.
Annual bonuses are discretionary, and the Remuneration
Committee has the ability to amend the formula to calculate
the Chairman’s annual bonus.
JR Wollenberg has been entitled to 20% pension
contributions but for a number of years has elected to take
this as salary. Karen Chandler is a member of the workplace
pension scheme with contribution aligned with those available
to the workforce.
The Remuneration Committee considers the following when
setting executive directors remuneration policy;
• clarity – to ensure transparency and promote effective
engagement with shareholders and the workforce;
• simplicity –ensuing not overly complex and arrangements
are easy to understand.
• risk –reputational and other risks from excessive rewards
are considered, and behavioural risks from target-based
incentive plans, are identified and mitigated.
• predictability – the range of possible values of rewards to
individual directors is understood.
• Proportional – rewarding individual contribution to strategy
and
• aligned to the Group culture.
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;
• at least half of the Board should be Non-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.
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.
23
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
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.
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 has significant
cash balances. At 30 September 2025, the Cardiff Group had
cash balances of £10.5m and a further £4.0m term deposits
(generally with maturity dates of less than 95 days), in addition
the Company has investments of £0.5m of which £0.4m 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 impact of external environment factors including
inflation and unemployment is therefore not critical to the
going concern position of the Group or Company.
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 2025 of £3.7m and
a further £1.0m 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
26 November 2025
CORPORATE GOVERNANCE CONTINUED
32314 27 November 2025 4:14 pm Proof 4
24
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
2024 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 4.1% (2024:
3.1%). 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% (2024: 20%) of
salary and bonuses, which for the year to 30 September
2025 he elected to take as salary.
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,
performance bonuses 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 Director’s 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
based on 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.
25
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
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
CDFF Total Return FTSE SMALL CAP Total Return FTSE REAL ESTATE Total Return
80
90
100
110
120
130
140
150
160
170
180
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 2025 (INDEXED TO 100)
32314 27 November 2025 4:14 pm Proof 4
26
REMUNERATION REPORT CONTINUED
The remuneration paid to all employees, dividends paid, and purchase of own shares were as follows:
2025
£’000
2024
£’000 % change
Total employee costs 438 419 4.5
Dividends 252 235 7. 2
Purchase of own shares 851 368 131.3
Total remuneration 2025 2024 2023 2022 2021 2020
2024
to
2025
2023
to
2024
2023
to
2023
2021
to
2022
2020
to
2021
Percentage
change over
5 years
J R Wollenberg 182 181 200 195 184 190 1% –10% 3% 6% –3% –4%
Karen Chandler 79 76 72 69 66 65 4% 6% 4% 5% 2% 22%
Nigel Jamieson 12 12 12 12 12 12 0% 0% 0% 0% 0% 0%
Total employee costs 438 419 441 392 390 382 4.5% –5.0% 12.5% 0.5% 2.1% 15%
Average number of
employees 3 3 2 2 2 2.75
DIRECTORS’ REMUNERATION (SUBJECT TO AUDIT)
The total remuneration (including pension contributions) paid to the Chief Executive Officer was £182,000 (2024: £181,000)
representing a 0.6% increase in the year. J Richard Wollenberg’s basic salary increased from £141,000 to £148,000 from 1
January 2025. The maximum potential remuneration of J Richard Wollenberg assuming the maximum bonus of 50% was
received would be £240,000. 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 146 15 21 – 182
K L Chandler 73 3 – 3 79
219 18 21 3 261
As Non-Executive
N D Jamieson 12 – – – 12
231 18 21 3 273
Salary
£’000
Bonus
£’000
Benefits
£’000
Pension
£’000
Total
2023
£’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
27
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
REMUNERATION REPORT CONTINUED
Percentage change 2024 to 2025
Salary
%
Bonus
%
Benefits
%
Pension
%
Total
%
As Executives
J R Wollenberg 3.7 27.7 (26.5) – 0.7
K L Chandler 4.5 – – – 4.1
4.0 22.1 (26.5) – 1.7
As Non-Executive
N D Jamieson – – – – –
3.8 22.1 (26.5) – 1.6
The above table includes bonuses, which are based on the
results for the year to 30 September 2025 and are payable in
December 2025, see page 25 for details of bonus calculation.
Bonuses of £12,000 for J R Wollenberg and £3,000 for
K L Chandler in respect of the year to 30 September 2024
were paid in December 2024. J R Wollenberg’s salary includes
£24,000 of pension contribution entitlement which was
elected to be taken as salary.
2025
Bonus
awarded
£’000
Maximum
bonus
£’000
Bonus as
percentage
of maximum
%
Executive Directors
J R Wollenberg 15 74 20.3
K L Chandler 3 37 8.1
18 111 16.2
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
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 (2024: £60,000), see note 25. Benefits relates to the
provision of health care to J Richard Wollenberg and his wife.
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 (2024: £nil).
Directors remuneration for the year to 30 September 2026 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 18 of the Directors 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 16 January 2025, 99.8% of votes cast
were for the remuneration report including remuneration
policy with 0.1% votes giving the Chairman discretion, 0.1%
against. 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 26
November 2025 and signed on its behalf by:
Nigel D Jamieson BSc, FCSI
Chairman of the Remuneration Committee
32314 27 November 2025 4:14 pm Proof 4
28
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.
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”);
• prepare the Parent Company financial statements, in
accordance with UK accounting standards, including FRS
101 Reduced Disclosure Framework; and
• prepare the financial statements on the going concern
basis unless it is inappropriate to presume that the
Company will continue in business.
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
UK-adopted international 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
26 November 2025
29
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
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 24 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 Parent 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 2025.
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 28 to the consolidated financial statements,
including material accounting policies
• the Company Balance Sheet
• the Company Statement of Changes in Equity and
• Notes 29 to 37 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 2025 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 in respect of the
Group and the Parent Company, to which the audit team
considered the likelihood of any adverse scenarios which
would materially change the going concern assessment.
• Review of the Group and Parent Company viability
assessments, including consideration of reserve levels
and business plans, and assessing the reasonableness of
management assumptions.
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 2025 4:14 pm Proof 4
30
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 2025 2024
Group £609k £608k 2% (2024: 2%) of net assets
Parent Company £389k £348k 2% (2024: 2%) of net assets
Key audit matter
Recurring • Valuation 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 at fair value in accordance
with IAS 40 – Investment Properties. Property valuations are relatively complex management estimates
which include a significant amount of judgement on the part of management 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 end amounted to £5.6m which is considered significant to
the financial statements, representing 18% of net assets, and can be seen within note 13. Due to the
level of judgement and estimation involved, 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 were not limited to the following:
• We obtained and reviewed the valuations prepared by management 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 management to determine the fair value of investment
properties was consistent with the requirements of IFRS 13 – Fair Value Measurement.
• We considered the independence and objectivity, in addition to 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 management
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 challenged management through a review of the evidence that both supported and contradicted
the relevant judgements. We obtained third party evidence from other external sources to support
the key inputs to the valuation models. These challenges were addressed through discussion with
management and a review of the evidence that both supported and 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. Alongside this, we had assessed the reasonableness of the assumptions
held by experts and verified inputs such as yields to current rental agreements.
• 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
Based on the procedures performed, nothing has come to our attention that would suggest there is a
material misstatement in the valuation of the investment properties.
31
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
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 £609,000 (2024:
£608.446) which was determined on the basis of 2% (2024:
2%) of the Group’s net assets. Materiality in respect of the
Parent Company was set at £389,000 (2024: £348,000),
determined on the basis of 2% (2024: 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 due to the capital
intensive nature of the Group by nature of the investment
property business, alongside being 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 £426,600
(2024: £365,068) and at £272.300 (2024: £208,000) for the
Parent Company which represents 70% (2024: 60%) of the
above materiality levels. Our benchmark for performance
materiality has increased from 60% to 70% during the year
following a reduction in the inherent risk assessment of
the entity, given that, excluding the key audit matter of the
valuation of the investment properties, the operations within
the group are non-complex and not subject to matters of
management judgement or bias
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 £30,400 and £19,450 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. As such, the Group audit has
provided coverage of 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
Management’s plans and specifically reviewed the disclosures
made by management of their approach to compliance with
the Task Force on Climate-related Financial Disclosures
(TCFD).
32314 27 November 2025 4:14 pm Proof 4
32
INDEPENDENT AUDITOR’S REPORT CONTINUED
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
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 Directors’ 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 their assessment of the
Group’s prospects, the period this assessment covers and
why the period is appropriate;
• Directors’ statement on whether they have 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.
33
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
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.
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, and inspection of
legal and regulatory correspondence.
• 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; and
INDEPENDENT AUDITOR’S REPORT CONTINUED
32314 27 November 2025 4:14 pm Proof 4
34
− Addressing the fraud risk associated with revenue
recognition – arising from the risk of management bias
and the inherent pressures linked to market scrutiny
for a listed entity. We performed a proof in total over
rental income by reconciling expected income per
signed tenancy agreements to the income recorded in
the accounts to ensure completeness and accuracy.
• 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.
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 3 years,
initially under the legal entity MacIntyre Hudson LLP and
subsequently under MHA Audit Services LLP.
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.
The Company is required to include these financial statements
in an annual financial report prepared under Disclosure
Guidance and Transparency Rules 4.1.15R to 4.1.18R. This
auditor’s report provides no assurance over whether the
annual financial report has been prepared in accordance with
those requirements.
Jason Mitchell MBA BSc FCA
(Senior Statutory Auditor)
for and on behalf of MHA, Statutory Auditor
Maidenhead, United Kingdom
MHA is the trading name of MHA Audit Services LLP, a limited
liability partnership in England and Wales (registered number
OC455542).
INDEPENDENT AUDITOR’S REPORT CONTINUED
35
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
Notes
| 2025 | 2024 | ||
| £’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 2024 paid | |||
Interim 2025 paid | |||
Final 2025 proposed |
These results relate entirely to continuing operations.
CONSOLIDATED STATEMENT OF COMPREHENSIVE INCOME
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Notes
| 2025 | 2024 | ||
| £’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 2025 4:14 pm Proof 4
36
CONSOLIDATED INCOME STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
CONSOLIDATED BALANCE SHEET
AT 30 SEPTEMBER 2025
Notes
| 2025 | 2025 | 2024 | 2024 | ||
| £’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 | ( | ( | ||
Lease liability | 14 | ( | ( | ||
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 | £ | £ |
These financial statements were approved by the Board of Directors on 26 November 2025 and authorised for issue on its
behalf by:
J Richard Wollenberg
Director
37
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
CONSOLIDATED CASH FLOW STATEMENT
FOR THE YEAR ENDED 30 SEPTEMBER 2025
Notes
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Cash flows from operating activities | |||
Profit for the year | |||
| Adjustments for: | |||
Depreciation right of use assets | |||
Depreciation fixed assets | |||
Finance income | ( | ( | |
Finance 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 in trade and other payables | |||
Cash generated from operations | |||
Tax paid | ( | ( | |
Net cash flows from operating activities | |||
| Cash flows from investing activities | |||
Interest received | |||
Finance expense | ( | ||
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 | |||
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 2025 4:14 pm Proof 4
38
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
| Investment | ||||||
| property | ||||||
| Called up | Share | Other | fair value | |||
| share | premium | reserves | reserve (see | Retained | Total | |
| capital | account | (note 21) | note 22) | earnings | equity | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
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 | ( | |||||
At 30 September 2024 | ||||||
Profit for the year | ||||||
| Other comprehensive income – | ||||||
revaluation of investments | ( | ( | ||||
| Transactions with equity holders | ||||||
Dividends | ( | ( | ||||
Purchase of own shares | ( | ( | ( | |||
Total transactions with equity holders | ( | ( | ( | |||
| Fair value movements on investment | ||||||
properties – Cardiff | ( | |||||
At 30 September 2025 |
39
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS
32314 27 November 2025 4:14 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 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2025 4:14 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 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| IFRS | |
| The following standards are issued but not yet effective. The Group intends to adopt these standards, if applicable, when they | |
| become effective. It is not expected that any of these standards will have a material impact on the Group. | |
Standard | Effective date |
IFRS 7 and IFRS 9 – Contracts Referencing Nature-dependent Electricity | 1 January 2025 |
Amendments to IAS 21- Effects of Changes in Foreign Exchange Rates: Lack of Exchangeability | 1 January 2026 |
Amendments to IFRS 9 and IFRS 7 -Amendments to classification and measurement requirements for financial instruments | 1 January 2026 |
IFRS 18 - Presentation and Disclosure in Financial Statements* | 1 January 2027 |
IFRS 19 ‘Subsidiaries without Public Accountability: Disclosures* | 1 January 2027 |
| * Subject to endorsement |
32314 27 November 2025 4:14 pm Proof 4
44
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
3 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS
The key accounting judgements are:
1. 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.
2. 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.
3. 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.
4. 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 . and management have applied judgement when assessing indicators of
impairment.
5. 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. The Group 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.
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 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 valuation of the Aquila Services Group Plc investment which, previously listed on the London Stock Exchange,
applied to have its listing cancelled in March 2024. The carrying value at September 2025 is based on Level 3 and has
been determined by reference to the final price before cancellation.
45
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Property | ||||
| and other | Property | 2025 | ||
| investments | Development | Eliminations | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Rental income (wholly in the UK) | 493 | 187 | – | 680 |
Financial income | 684 | 1 | – | 685 |
Share of profit of Joint Venture | 306 | 74 | – | 380 |
Profit before taxation | 1,482 | 197 | – | 1,679 |
| Net operating assets | ||||
Assets | 30,826 | 5,475 | (4,586) | 31,715 |
Liabilities | (5,431) | (206) | 4,586 | (1,051) |
Net assets | 25,395 | 5,269 | – | 30,664 |
| Property | ||||
| and other | Property | 2024 | ||
| investments | Development | Eliminations | Total | |
| £’000 | £’000 | £’000 | £’000 | |
Rental income (wholly in the UK) | 460 | 223 | – | 683 |
Financial income | 602 | 6 | – | 608 |
Share of profit of Joint Venture | 62 | 78 | – | 140 |
Profit before taxation | 1,073 | 312 | – | 1,385 |
| Net operating assets | ||||
Assets | 30,504 | 5,388 | (4,465) | 31,427 |
Liabilities | (5,259) | (210) | 4,465 | (1,004) |
Net assets | 25,245 | 5,178 | – | 30,423 |
.
32314 27 November 2025 4:14 pm Proof 4
46
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
Management fees receivable | 560 | 547 |
Lease surrender | – | 48 |
Other income | 57 | 62 |
Dividends received | 24 | 19 |
Other operating income | 641 | 676 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Included are the following expenses: | ||
| Auditor’s remuneration: | ||
Fees payable to the Company’s auditor for the audit of the annual accounts | 62 | 60 |
Audit of subsidiary undertakings pursuant to legislation | 2 | 2 |
Depreciation of right of use assets | 10 | 10 |
Depreciation of fixed assets | 1 | – |
| 2025 | 2024 | |
| £’000 | £’000 | |
Bank and other interest receivable | 685 | 608 |
Interest payments on right to use assets | (6) | (7) |
| Number of employees | ||
2025 | 2024 | |
Management | 3 | 3 |
Administration | 3 | 3 |
6 | 6 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Wages and salaries | 377 | 373 |
Social security costs | 49 | 42 |
Pension costs | 12 | 4 |
438 | 419 |
47
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Total | |||||
| Salary | Bonus | Benefits | Pension | 2025 | |
| £’000 | £’000 | £’000 | £’000 | £’000 | |
| As Executives | |||||
J R Wollenberg | 146 | 15 | 21 | – | 182 |
K L Chandler | 73 | 3 | – | 3 | 79 |
219 | 18 | 21 | 3 | 261 | |
| As Non-Executive | |||||
N D Jamieson | 12 | – | – | – | 12 |
231 | 18 | 21 | 3 | 273 |
| Total | |||||
| Salary | Bonus | Benefits | Pension | 2024 | |
| £’000 | £’000 | £’000 | £’000 | £’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 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Current tax | ||
UK corporation tax on the result for the year | 320 | 314 |
| Deferred tax | ||
Revaluation of investment properties | 1 | – |
Taxation (all recognised in the profit and loss account) | 321 | 314 |
32314 27 November 2025 4:14 pm Proof 4
48
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2024 | 2024 | |
| £’000 | £’000 | |
| Tax reconciliation | ||
Profit before taxation | 1,679 | 1,385 |
Profit before taxation multiplied by standard rate of corporation tax in the UK of 25% (2024: 25%) | 420 | 346 |
| Effects of: | ||
Joint Venture | (95) | (35) |
Non-taxable income | (6) | 2 |
Non-deductible expenditure | 1 | 1 |
Non-taxable (surplus)/deficit on fair value | 1 | – |
Total tax expense | 321 | 314 |
| Weighted average | ||
| number of shares | ||
2025 | 2024 | |
Basic and diluted shares | 1,022,289 | 1,043,087 |
Earnings per share (p) | 132.90 | 102.76 |
2025 | 2024 | |
Share in issue at 30 September | 1,004,420 | 1,037,776 |
Net assets per share (£) | 30.53 | 29.31 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Group | ||
At beginning of year | 5,640 | 5,655 |
Additions | 1 | 8 |
Fair value movement in the year | (5) | (23) |
At end of year | 5,636 | 5,640 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Company | ||
At beginning of year | 5,625 | 5,640 |
Additions | – | 8 |
Transfers from subsidiary | 16 | – |
Fair value movement in the year | (5) | (23) |
At end of year | 5,636 | 5,625 |
49
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £000 | £000 | |
Opening fair value | 5,625 | 5,640 |
Additions | – | 8 |
Transfers | 16 | – |
Gains and losses recognised in income statement (Fair value movement on investment properties) | (5) | (23) |
Disposal of investment property | – | – |
Closing fair value | 5,636 | 5,625 |
32314 27 November 2025 4:14 pm Proof 4
50
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| £’000 | |
| Group and Company | |
At 30 September 2025 | 3,652 |
At 30 September 2024 | 3,651 |
| 2025 | 2024 | |
| £000 | £000 | |
Rental income from investment properties | 493 | 460 |
| Direct operating expenses (including repairs and maintenance) arising from investment property | ||
that generated rental income during the period | (221) | (77) |
51
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Own use | Fixtures, | |||
| freehold | fittings and | Motor | ||
| property | equipment | vehicles | Total | |
| Group and Company | £’000 | £’000 | £’000 | £’000 |
| Cost or valuation | ||||
At 30 September 2023 | 290 | 3 | 16 | 309 |
Additions | – | 2 | – | 2 |
Disposals | – | (2) | – | (2) |
Fair value movement | (5) | – | – | (5) |
At 30 September 2024 | 285 | 3 | 16 | 304 |
At 30 September 2025 | 285 | 3 | 16 | 304 |
| Depreciation | ||||
At 30 September 2023 | – | 3 | 16 | 19 |
Disposals | – | (2) | – | (2) |
Charge for year | – | – | – | – |
At 30 September 2024 | – | 1 | 16 | 17 |
Charge for year | – | 1 | – | 1 |
At 30 September 2025 | – | 2 | 16 | 18 |
| Net book value | ||||
At 30 September 2025 | 285 | 1 | – | 286 |
At 30 September 2024 | 285 | 2 | – | 287 |
| 2025 | 2024 | |
| £000 | £000 | |
Opening fair value | 285 | 290 |
Gains and losses recognised in consolidated statement of comprehensive income | – | (5) |
Closing fair value | 285 | 285 |
32314 27 November 2025 4:14 pm Proof 4
52
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
| Group and Company | ||
| Right of use assets | ||
Land | 115 | 125 |
| Lease liabilities | ||
Current | 8 | 7 |
Non-current | 142 | 151 |
At end of year | 150 | 158 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Group and Company | ||
Due within one year | 16 | 16 |
Due within one to two years | 16 | 16 |
Due within two to five years | 51 | 48 |
Due after five years | 119 | 151 |
Total financing charges | (52) | (73) |
At end of year | 150 | 158 |
53
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| Shares in | ||||
| joint | Unlisted | Listed | ||
| venture | investments | investments | Total | |
| £’000 | £’000 | £’000 | £’000 | |
At 30 September 2023 | 12,283 | – | 778 | 13,061 |
Net change in investments at fair value through other comprehensive income | – | – | (15) | (15) |
Transferred during the year | – | 115 | (115) | – |
Disposed during the year | – | (99) | (99) | |
Share of profit of Joint Venture | 140 | – | – | 140 |
At 30 September 2024 | 11,423 | 115 | 549 | 12,087 |
Net change in investments at fair value through other comprehensive income | – | – | (14) | (14) |
Disposed during the year | – | (112) | (112) | |
Share of profit of Joint Venture | 380 | – | – | 380 |
Dividend paid by Joint Venture | (2,500) | – | – | (2,500) |
At 30 September 2025 | 9,303 | 115 | 423 | 9,841 |
32314 27 November 2025 4:14 pm Proof 4
54
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
Revenue | 1,224 | 1,319 |
Cost of sales | (1,102) | (1,167) |
Administrative expenses | (234) | (198) |
Other operating income | 287 | 255 |
Fair value movement on investment properties | 438 | (256) |
Interest receivable | 301 | 532 |
Interest payable | – | – |
Taxation on ordinary activities | (116) | (192) |
Profit after tax | 798 | 293 |
Other comprehensive income | – | – |
Total comprehensive income | 798 | 293 |
Group’s share of results of Joint Venture – 47.62% (2024: 47.62%) | 380 | 140 |
| 2025 | 2024 | |
| £’000 | £’000 | |
| Non-current assets | ||
Investment properties | 13,718 | 13,206 |
| Current assets | ||
Inventory and work in progress | 2,997 | 2,997 |
Trade and other receivables | 406 | 505 |
Term deposits | 1,000 | 3,064 |
Cash and cash equivalents | 3,746 | 6,325 |
Total current assets | 8,149 | 12,891 |
Total assets | 21,867 | 26,097 |
| Current liabilities | ||
Trade and other payables | (1,280) | (1,074) |
| Non-current liabilities | ||
Deferred taxation | (1,052) | (1,036) |
Total liabilities | (2,332) | (2,110) |
Net assets | 19,535 | 23,987 |
Group’s share of results of Joint Venture – 47.62% (2024: 47.62%) | 9,303 | 11,423 |
55
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
Opening costs | 722 | 715 |
Additions | 1 | 7 |
723 | 722 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Trade receivables | 222 | 88 |
Other receivables | 13 | 23 |
Prepayments and accrued income | 351 | 206 |
586 | 317 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Rents invoiced in advance | 156 | 150 |
Trade creditors | 8 | 34 |
Other taxes and social security | 64 | 50 |
Other creditors | 343 | 296 |
Accruals | 81 | 57 |
652 | 587 |
| 2025 | 2024 | |
| £’000 | £’000 | |
At beginning of year | 77 | 77 |
(Credit)/debit for the year in the income statement | 1 | – |
At end of year | 78 | 77 |
| 2025 | 2024 | |
| £’000 | £’000 | |
Difference between accumulated depreciation and amortisation and capital allowances | 78 | 77 |
Other temporary differences | – | – |
Deferred tax liability | 78 | 77 |
32314 27 November 2025 4:14 pm Proof 4
56
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | ||
| £’000 | £’000 | ||
| Authorised | |||
4,500,000 | (2024: 4,500,000) ordinary shares of 20 pence each | 900 | 900 |
| Allotted, called up and fully paid | |||
At 30 September 2024 1,037,776 (30 September 2023: 1,053,810) ordinary shares of 20 pence each | 208 | 210 | |
Cancelled during the year 33,356 (2024: 16,034) ordinary shares of 20 pence each | (7) | (2) | |
At 30 September 2025 1,004,420 (30 September 2024: 1,037,776) ordinary shares of 20 pence each | 201 | 208 |
| Equity | Own use | Capital | ||||
| investments | property | redemption | Capital | Merger | ||
| at FVOCI | reserve | reserve | reserve | reserve | Total | |
| £’000 | £’000 | £’000 | £’000 | £’000 | £’000 | |
At 30 September 2023 and 1 October 2023 | (110) | 76 | 544 | 30 | 1,869 | 2,409 |
Purchase of own shares | – | – | 2 | – | – | 2 |
Fair value of other properties | – | (5) | – | – | – | (5) |
Net change in fair value | (15) | – | – | – | – | (15) |
At 30 September 2024 | (125) | 71 | 546 | 30 | 1,869 | 2,391 |
Purchase of own shares | – | – | 7 | – | – | 7 |
Net change in fair value | (14) | – | – | – | – | (14) |
At 30 September 2024 | (139) | 71 | 553 | 30 | 1,869 | 2,384 |
57
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
| 2025 | 2024 | |
| £’000 | £’000 | |
At beginning of year | 2,170 | 2,193 |
Transfer from retained earnings on fair value movement in the year - Cardiff | (5) | (23) |
Deferred tax movement | – | – |
At end of year | 2,165 | 2,170 |
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 £680,000 (2024: £683,000) and direct operating expenses arising on the properties during the year were
£222,000 (2024: £77,000). 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.
In assessing the appropriate lease classification, management has evaluated all indicators set out in IFRS 16.63 and IFRS 16.64.
None of the situations that would suggest a finance lease are met: the lease does not transfer ownership of the underlying
asset to the lessee by the end of the lease term; there is no purchase; the lease term does not constitute a major part of the
asset’s economic life; and the present value of lease payments does not amount to substantially all of the asset’s fair value. In
addition, the underlying asset is not of a specialised nature and does not require the lessee to bear variable residual value risk.
Accordingly, these factors support the conclusion that the lease is correctly classified as an operating lease.
The future aggregate minimum rentals receivable under non-cancellable operating leases are as follows:
| 2025 | 2024 | |
| £’000 | £’000 | |
Within one year | 769 | 645 |
Years two to five | 1,731 | 1,404 |
More than five years | 852 | 596 |
Total | 3,352 | 2,645 |
32314 27 November 2025 4:14 pm Proof 4
58
| Balance owed by/(to) | |||||
| related party at | |||||
| Value | 30 September | ||||
| 2025 | 2024 | 2025 | 2024 | ||
Party | Nature of transaction | £’000 | £’000 | £’000 | £’000 |
| Campmoss Property Company | Management fees received | ||||
| Limited | by the Company | 560 | 547 | 149 | 2 |
| Consultancy fees received by | |||||
J R Wollenberg (Director) | 60 | 60 | 60 | 30 | |
D M Joseph | Director’s salary paid | 3 | 3 | – | – |
| 2025 | 2024 | |
| £000 | £000 | |
Cash and cash equivalents | 10,496 | 2,014 |
Term deposits | 4,032 | 10,235 |
Trade and other receivables | 235 | 111 |
Listed investments | 423 | 549 |
15,186 | 12,909 |
59
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
2025 | 2024 | |||
| Gross | Provision | Gross | Provision | |
| £000 | £000 | £000 | £000 | |
Not past due | 130 | (2) | 84 | – |
Past due 31-90 days | 96 | (3) | 4 | – |
Past due 90 days | 2 | (1) | – | – |
228 | (6) | 88 | – | |
| The movement in the provision during the year was as follows: | ||||
At beginning of year | – | 34 | ||
Amounts written back | – | (34) | ||
Provided in year | 6 | – | ||
At end of year | 6 | – |
NOTES TO THE FINANCIAL STATEMENTS CONTINUED
32314 27 November 2025 4:14 pm Proof 4
60
COMPANY BALANCE SHEET
AT 30 SEPTEMBER 2025
Notes
2025
£’000
2025
£’000
2024
£’000
2024
£’000
Fixed assets
Tangible assets:
Investment properties 13 5,636 5,625
Right of use assets 14 115 125
Property, plant and equipment 14 286 287
6,037 6,037
Investments 32 3,822 3,948
9,859 9,985
Current assets
Debtors 33 552 296
Term deposits 4,032 10,235
Cash at bank and in hand 10,440 1,923
15,023 12,454
Current liabilities
Trade and other payables 34 (5,064) (4,900)
Corporation tax (140) (123)
(5,204) (5,023)
Net current assets 9,819 7,431
Total assets less current liabilities 19,679 17,416
Lease liability 14 (150) (158)
Deferred tax liability 33 (78) (77)
Net assets 19,451 17,181
Capital and reserves
Called up share capital 20 201 208
Share premium account 5,076 5,076
Investment property fair value reserve 36 2,064 2,069
Other reserves 37 2,335 2,342
Retained earnings 9,775 7,486
Shareholders’ funds – equity 19,451 17,181
Profit after tax for the financial year of the Company was £3,387,000 (2024: £1,755,000) 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 26 November 2025 and were authorised for issue on its
behalf by:
J Richard Wollenberg
Director
61
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
COMPANY STATEMENT OF CHANGES IN EQUITY
FOR THE YEAR ENDED 30 SEPTEMBER 2025
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 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 and 1 October 2024 208 5,076 2,069 2,342 7,486 17,181
Profit for the year – – – – 3,387 3,387
Other comprehensive income –
Revaluation of investments – – – (14) – (14)
Transactions with equity holders
Dividends – – – – (252) (252)
Purchase of own shares (7) – – 7 (851) (851)
Total transactions with equity holders (7) – – 7 (1,103) (1,103)
Fair value movement of investment
properties – – (5) – 5 –
At 30 September 2025 201 5,076 2,064 2,335 9,775 19,451
32314 27 November 2025 4:14 pm Proof 4
62
NOTES TO THE FINANCIAL STATEMENTS
29 ACCOUNTING POLICIES
The Cardiff Property plc (the “Company”) is a Company incorporated and domiciled in the UK with its registered office at 56
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”).
The Company has elected to apply FRS 101 ‘Reduced Disclosure Framework’ in the preparation of these separate financial
statements. In accordance with FRS 101 paragraph 8, the Company has taken advantage of the disclosure exemptions
permitted under the standard, on the basis that the consolidated financial statements of the Group, in which the Company is
included, are publicly available and comply with UK-adopted International Accounting Standards.
As permitted by FRS 101 paragraph 8, the Company has taken the following exemptions:
• the requirements of IAS 7 ‘Statement of Cash Flows’ to present a statement of cash flows and related disclosures;
• the requirements of IFRS 7 ‘Financial Instruments: Disclosures’;
• the requirements of IFRS 13 ‘Fair Value Measurement’ on fair value disclosures;
• the requirements of IAS 1 ‘Presentation of Financial Statements’ to provide certain comparative information;
• the requirements of IAS 24 ‘Related Party Disclosures’ to disclose key management personnel compensation and related
party transactions with wholly-owned subsidiaries.
Where relevant, equivalent disclosures have been presented in the consolidated financial statements of the Group.
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.
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.
63
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THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
29 ACCOUNTING POLICIES CONTINUED
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 2025.
Property, plant and equipment and depreciation
Freehold property being 56 Station Road, used as head office for the Company, is valued using the revaluation model using
valuations prepared on the same basis as investment properties described above and independent valued by Kempton Carr
Croft at 30 September. Any surplus arising on the revaluation is recognised in other comprehensive income except to the extent
that it reverses a previous revaluation on the same asset recognised in profit and loss. Any deficit on revaluation is recognised
in profit and loss except to the extent that it reverses a previous revaluation surplus on the same asset.
Plant and equipment including motor vehicles and fixtures, fittings and equipment are stated at cost less accumulated
depreciation and impairment losses.
Provision is made for depreciation so as to write off their cost on a straight-line basis over their expected useful lives as follows:
• Land Not depreciated
• 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 Venture
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.
30 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.
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 in which estimates have been used and the assumptions applied are:
1. valuation of investment properties while supported by third party valuations include estimates, as seen within notes 13 and
15. 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 2025 4:14 pm Proof 4
64
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
30 CRITICAL ESTIMATES, JUDGEMENTS AND ERRORS CONTINUED
3. The need for an allowance against carrying value of investments in subsidiary and Joint Venture which are held at cost.
4. The valuation of the Aquila Services Group Plc investment which, previously listed on the London Stock Exchange, applied
to have its listing cancelled in March 2024. The carrying value at September 2025 is based on Level 3 and has been
determined by reference to the final price before cancellation.
31 ADMINISTRATIVE EXPENSES
2025
£’000
2024
£’000
Auditor’s remuneration:
Fees payable to the Company’s auditor for the audit of the annual accounts 62 60
Details of employee numbers and costs in respect of the Company, which are the same as the Group are given in note 8.
32 INVESTMENTS
Shares in
Group
undertakings
£’000
Shares in
Joint
Venture
undertaking
£’000
Listed
investments
£’000
Unlisted
investments
£’000
Total
£’000
At beginning of year 2,739 545 549 115 3,948
Disposals – – (112) – (112)
Revaluation of investments – – (14) – (14)
At end of year 2,739 545 423 115 3,822
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 10 0% 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.
65
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED)
33 DEBTORS
2025
£’000
2024
£’000
Trade debtors 194 72
Other debtors 10 21
Prepayments and accrued income 348 203
552 296
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.
34 CREDITORS
2025
£’000
2024
£’000
Rents received in advance 104 109
Trade creditors 8 34
Amounts owed to subsidiary undertakings 4,583 4,461
Other taxes and social security 52 42
Other creditors 243 201
Accruals and deferred income 74 53
5,064 4,900
Amounts owed to subsidiary undertakings are unsecured and are not supported by collateral and are non-interest bearing.
35 DEFERRED TAX LIABILITY
Deferred taxation
2025
£’000
2024
£’000
At beginning of year 77 77
(Credit)/charge for the year in the profit and loss account 1 –
At end of year 78 77
Provision has been made for deferred taxation as follows:
2025
£’000
2024
£’000
Difference between accumulated depreciation and amortisation and capital allowances 78 77
Deferred tax liability 78 77
Deferred tax is estimated using an effective tax rate of 25% (2024: 25%)
32314 27 November 2025 4:14 pm Proof 4
66
36 INVESTMENT PROPERTY FAIR VALUE RESERVE
2024
£’000
2024
£’000
At beginning of year 2,069 2,092
Fair value movement in year (5) (23)
At end of year 2,064 2,069
37 OTHER RESERVES
Fair value
reserve
£’000
Capital
redemption
reserve
£’000
Merger
reserve
£’000
Total
£’000
At 30 September and 1 October 2023 (53) 544 1,869 2,360
Fair value movement on property held for own use (5) – – (5)
Revaluation of equity investments at FVOCI (15) – – (15)
Purchase of own shares – 2 – 2
At 30 September and 1 October 2024 (73) 546 1,869 2,342
Revaluation of equity investments at FVOCI (14) – – (14)
Purchase of own shares – 7 – 7
At 30 September 2025 (87) 546 1,869 2,335
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)
67
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
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 Thursday15th January 2026 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 2025.
2. To approve the remuneration report for the year ended 30 September 2025 including the remuneration policy.
3. To declare a final dividend to be paid on 30 January 2026.
4. To re-elect as a Director, Karen L Chandler 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 £66,961;
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 £10,044 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.
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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 150,562 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
26 November 2025
69
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
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 26 November 2025, the company’s issued share capital comprised 1,003,500 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 26 November 2025 is 1,003,500.
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 2025 4:14 pm Proof 4
70
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)
71
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
FINANCIAL CALENDAR
27 November 2025 Results announced for the year ended 30 September 2025
15 January 2026 Annual General Meeting
15 January 2026 Ex-dividend date for the final dividend
16 January 2026 Record date for the final dividend
30 January 2026 Final dividend to be paid
May 2026 Interim results for 2026 to be announced
30 September 2026 Year end
32314 27 November 2025 4:14 pm Proof 4
72
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.
73
www.cardiff-property.com
THE CARDIFF PROPERTY plc
Annual Report and Financial Statements for the year ended 30 September 2025
Stock code: CDFF
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Consider removing fax
The Cardiff Property plc
56 Station Road, Egham
Surrey TW20 9LF
Tel: 01784 437444
www.cardiff-property.com