Aim Rule 26 & Investors

AIM RULE 26

The following information is disclosed in accordance with Rule 26 of the AIM Rules for Companies. This website page was last updated on 25 September 2026.

Description of the business

Trafalgar Minerals Plc is a holding company. It disposed of its trading subsidiaries on 6 May 2026, and has no trading activities at present.

The names of the directors and biographical details

Please follow this link for the names of Directors and brief biographical details on each.

Corporate Governance

Please follow this link for a description of the Directors’ responsibilities and details of any committees of the board of directors and their responsibilities.

Corporate Governance Standards

Please follow this link for details of the corporate governance code that the company applies.

City Code on Takeovers and Mergers
The Company is subject to the City Code on Takeovers and Mergers, as published by the Panel on Takeovers and Mergers and updated from time to time.
Country of incorporation and main country of operation

Trafalgar Minerals Plc (previously Trafalgar Property Group Plc) was incorporated in England and Wales. The Group’s main country of operation is England.

Constitutional Documents

Follow this link to access the Company’s constitutional documents.

Details of any other exchanges or trading platforms

The company’s shares are only traded on the London Stock Exchange’s AIM market at present.

The company’s shares are only traded on the London Stock Exchange’s AIM market at present.

Securities

Please follow this link for details of the number of securities in issue, the number of securities held as treasury shares and, insofar as the Company is aware, the percentage of securities that is not in public hands together with the identity and percentage holdings of and significant shareholders and directors’ shareholdings.

Details of any restrictions on the transfer of securities
There are no restrictions on the transfer of securities.
Accounts

Please follow this link to access the Group’s latest accounts.

Company announcements

Please follow this link to access all notifications made in the last 12 months.

Admission document

Please follow this link to access the Company’s Admission document.

Advisers

Please follow this link for details of the Company’s Nominated Adviser and other key advisers.

Board Committees
Audit Committee
The audit committee has primary responsibility for monitoring the quality of internal controls and ensuring that the financial performance of the Group is properly measured and reported on. It will receive and review reports from the Group’s management and auditors relating to the interim and annual accounts and the accounting and internal control systems in use throughout the Group. The audit committee will meet not less than four times in each financial year and will have unrestricted access to the Group’s auditors.
Remuneration Committee

The remuneration committee will review the performance of the executive Directors and make recommendations to the Board on matters relating to their remuneration and terms of employment. It will also make recommendations to the Board on proposals for the granting of share options and other equity incentives pursuant to any share option scheme or equity incentive scheme in operation from time to time.

The remuneration committee will meet as and when necessary to assess the suitability of candidates proposed for appointment by the Board. In exercising this role, the Directors shall have regard to the recommendations put forward in the QCA Code.

Last updated 25 September 2026
QCA Corporate Governance Code

The Board of the Group recognise the value of good corporate governance and implemented corporate governance procedures during the previous year and continued to use these during the financial year to 31 March 2026. These procedures are appropriate for the present size of the entity having given due regard to the Corporate Governance Code for Small and Mid-Size Quoted Companies issued by the Quoted Companies Alliance (“QCA”).

The Company has decided to apply the QCA Corporate Governance Code (“QCA Code”) issued by the QCA in 2023. Details of how the Company complies with the QCA Code can be found below.

The Board has considered the Streamlined Energy and Carbon Reporting requirements and concludes that the Company has not consumed more than 40,000 kWh of energy and therefore currently qualifies as a low energy user and is exempt from reporting under these regulations.

Principle

How Trafalgar Minerals complies

1. Establish a purpose, strategy and business model which promote long-term value

Trafalgar’s strategy is to build a focused portfolio across mineral supply chains where long-term market fundamentals are supported by asset quality, sound economics and a credible pathway to development. The Company’s current mineral focus is on critical battery minerals.

2. Promote a corporate culture that is based on ethical values

The Board is determined to promote a culture within the Company that is aligned with its purpose and strategy. The Board monitors the culture and the values which underpin it to ensure they drive the right behaviours and are aligned with the Company’s purpose and strategy.

3. Seek to understand and meet shareholder needs and expectations.

The Board recognises the importance of open and transparent communication with the Company’s shareholders and wider stakeholders and is committed to doing this on a regular basis. The Company has an investor relations contact team that shareholders are invited to contact with their queries and requests for information.
4. Take into account wider stakeholder interests, including social and environmental responsibilities, and their implications for
The Company takes its corporate social responsibilities very seriously and is focused on maintaining effective working relationships across a wide range of stakeholders including shareholders, employees and partners.
5. Embed effective risk management, internal controls and assurance activities, considering both opportunities and threats, throughout the organisation.
The main risk and uncertainties are reviewed on an annual basis. As the Company has no existing operations and is currently seeking to make its first acquisitions following its reorganisation, most of the existing risks are financial, which are detailed in the Independent Auditor’s Report within the 2025 Annual Report.
6. Establish and maintain the board as a well- functioning, balanced team led by the chair.

The Board consists of four Directors (2025: four) of which 1 is executive and 3 are non-executive. No current directors hold shares in the Group.

Led by the Chairman, the Board meets as and when required and is satisfied that it is provided with information in an appropriate form and quality to enable it to discharge its duties. All Directors are required to retire by rotation with one quarter of the Board seeking re-election each year.

7. Maintain appropriate governance structures and ensure that, individually and collectively, the directors have the necessary up-to-date experience, skills and capabilities.

The Board has adopted the QCA Code as a guide by which to measure its corporate governance procedures and regularly reviews all aspects of its corporate governance policies and procedures.

The Chairman is responsible for overseeing and running the business of the Board. The Company has regular Board meetings and the Directors also maintain an open dialogue.

The Board considers that, as a whole, it has the necessary mix of experience, skills, personal qualities and capabilities to deliver on the Company’s strategy for the benefit of shareholders over the medium to long-term.

8. Evaluate board performance based on clear and relevant objectives, seeking continuous improvement.

The Directors meet sufficiently frequently for an assessment of their performance and their committees (and any improvements considered appropriate) to be made by the Chairman on an informal and continuing basis and at least annually, evaluating directors’ contributions and added value against their individual skills and specialities.

9. Establish a remuneration policy which is supportive of long-term value creation and the company’s purpose, strategy and culture.

The remuneration committee will review the performance of the executive Director(s) and make recommendations to the Board on matters relating to their remuneration and terms of employment. The Remuneration Committee also ensures renumeration is aligned with the Company’s strategy, purpose and vision.
10. Communicate how the company is governed and is performing by maintaining a dialogue with shareholders and other relevant stakeholders.

Shareholder notices and information on general meetings are available via regulatory information service and can be viewed here.

Shareholders

Director and other shareholdings (over 3%)

ROI Capital Holdings International Corp

38,682,353 – 93.31%

Shares in issue:

The number of Ordinary Shares in issue is 41,457,661 of £0.01 each.
There are 9 intermediate deferred shares of £0.0009 each held by the Company in treasury to enable a full consolidation.
The percentage of securities not in public hands is 93.31%.
There are no restrictions on the transfer of securities.
This information was updated on 26 August 2026
Risk management

1. The Group affords its bankers and other lenders a strong level of asset and income cover and maintains good relationships with a range of funding sources from which it is able to secure finance on favourable terms.

2. Direct costs, including construction costs are outsourced on a fixed price contract basis, thereby passing on to the contractor all risk of development cost overspend including from increased material, labour or other costs.

3. Most other professional services are also outsourced, thus providing a known fixed cost before any project is taken forward, and avoiding the risk that can arise in employing in-house professionals of a high unproductive overhead at times when activity is slack.

4. Land buying decisions are taken at Board level, after careful research by the Directors personally, who have substantial experience of the house building industry, potential construction issues, and the local market.

5. The Group focuses on a niche sector of new homes developments in the range of 4 to 20 units, within which range competition from land buyers is relatively weak, as this size is unattractive to major National and Regional house builders who require a larger scale to justify their administration and overheads, whilst being too many units for the jobbing builder to finance or undertake as a project. Many competitors who also focus on this niche have yet to recapitalise and are unable to raise finance.

6. Many of the activities are outsourced and each of the Directors is fully aware of the activities of all members.

7. The Group has a rigorous corporate governance policy appropriate for a publicly quoted company with ambitions substantially to raise its profile within the wider investor community.

These risk management policies were approved by the Board prior to the acquisition of a 94.32% interest in the Group by ROI Capital Holdings International Corp and the disposal of the Group’s trading subsidiaries.

Key advisers

Nominated Adviser:
Spark Advisory Partners Limited
5 St John’s Lane, London, EC1M 4BH
+44 (0)20 3368 3550

Corporate Broker:
AlbR Capital Limited
3rd Floor, 80 Cheapside, London EC2V 6EE
+44 (0)20 7469 0930

Auditors:
MHA
2 London Wall Place, Barbican, London EC2Y 5AU
+44 (0)20 7429 4100

Solicitors to the Company:
HCR Legal LLP
Floor 20 South, 51 Lime Street, London EC3M 7DQ
+44 (0)20 7489 6320

Registrars:
Neville Registrars Ltd
Neville House, Steelpark Road, Halesowen, West Midlands, B62 8HD
+44 (0)121 585 1131 info@nevilleregistrars.co.uk

Principal Bankers:
Lloyds Bank Commercial
39 Threadneedle Street, London, EC2R 8AU