ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
ZENTRA GROUP PLC
(formerly ONE HERITAGE GROUP PLC)
Annual report for
the year ended
30 June 2024
29 OCTOBER 2024
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
2
Who We Are
Zentra Group PLC (previously One Heritage Group PLC) is a property development and management
Company. It focuses on the residential sector primarily in the North of England, seeking out value and
maximising opportunities for investors.
The Company is listed on the Standard List of the Main Market of the London Stock Exchange, trading
under the ticker ZNT.
For further information, please visit the Company’s website at www.zentragroup.co.uk
The previous
website www.oneheritageplc.com will automatically redirect to the new website.
Our Mission
Building high-quality homes in areas of demand, meeting the growing need for housing where our
customers aspire to invest and reside.
Our Vision
An acknowledged market leader in the provision of high-quality homes in our chosen geographies.
Our Values
Best Practice: We commit to best practices in all our developments, ensuring they provide safe,
sustainable, and environmentally friendly living environments.
Respect: We treat all stakeholders with the utmost respect, fostering positive and productive
relationships.
Transparency and Governance: We ensure that our leadership and governance are transparent, effective,
and adhere to the highest standards of ethical practice.
Quality and Excellence: We strive for excellence in every aspect of our work, ensuring that our properties
and services meet the highest standards.
Sustainability: We are dedicated to creating homes that are not only high-quality but also socially and
environmentally sustainable.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
3
CONTENTS
Strategic report
4 Chairman’s statement
5 Chief Executive’s statement
11 Group’s Financial Review
Directors’ report
16 Board of Directors
18 QCA Corporate Governance Code
22 Board Leadership and Company Purpose
27 Nomination Committee report
28 Audit and Risk Committee report
30 Remuneration Committee report
36 Statement of Directors’ Responsibilities
Financial statements
38 Independent Auditor’s report to the Members of Zentra Group PLC (previously One Heritage
Group PLC)
47 Consolidated statement of comprehensive income
48 Consolidated statement of financial position
49 Consolidated statement of cash flows
50 Consolidated statement of changes in equity
51 Notes to the consolidated financial statements
79 Company balance sheet
80 Company statement of changes in equity
81 Notes to the Company financial statements
Shareholder information
88 Notice of Annual General Meeting
90 Notes to the Notice of the Annual General Meeting
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
4
STRATEGIC REPORT
Chairman’s statement
It is my pleasure to present this year’s annual report, which covers a period of significant transformation
for the Group. The period under review has continued to be extremely challenging, with economic
uncertainty and rising construction costs and reduced investor appetite combining to adversely affect our
business. However, ‘out of adversity comes opportunity’ as the saying goes, and I am very pleased with
the way that the executive team, post-period, has executed opportunities to recapitalise the business and
acquire a significant stake in a prime Manchester high-rise apartment development.
During the year, we also made some difficult yet necessary decisions, including the reduction of our core
cost base, and the streamlining of operations to ensure a leaner and more focused Group. Importantly,
our strategic shift away from Co-Living and in-house construction has allowed us to concentrate on our
core strength—residential development—enabling us to respond more effectively to market opportunities
and deliver predictable outcomes.
Looking ahead, I am optimistic about the prospects for the Group. The adjustments we have made to our
structure and the sharpening of our focus will better enable us to seize emerging opportunities in the
residential development market. Our continued emphasis on urban residential projects and new-build
housing in high-demand areas, particularly in the North West of England, aligns with our commitment to
meeting the evolving needs of our customers while generating strong returns for our shareholders.
I would like to take this opportunity to express my gratitude to our shareholders, employees, and other
stakeholders for their unwavering support throughout this period of transformation. As we embark on the
next phase of our journey, we do so with confidence, knowing that we have the right strategy, the right
team, and the right foundations to deliver long-term success for the Group.
David Izett
Chairman
29 October 2024
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
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STRATEGIC REPORT
Chief Executive’s statement
As I reflect on the past few years, it is clear that our journey has been shaped by a rapidly evolving
environment that has presented both opportunities and challenges. Since listing on the London Stock
Exchange in December 2020, we have navigated significant changes in the property development
landscape, from rising construction costs and fluctuating investor demand to broader macroeconomic
uncertainties. These factors have affected the rate of sales and our operational costs, forcing us to rethink
our strategy and reposition ourselves for the future.
The external environment has undoubtedly been challenging, with construction costs escalating and the
financial climate becoming increasingly complex. Investor sentiment has also been tempered by economic
volatility, further impacting the speed at which we have been able to secure sales. Despite these headwinds,
we have remained steadfast in our commitment to delivering high-quality residential developments and
managing our portfolio with discipline and foresight.
Recognising the need for decisive action, we initiated a strategic review earlier this year, which led to a
restructuring of the Group. During this review, an opportunity presented itself to complete several
significant transactions. Although the restructuring process presented challenges, it was crucial for
securing the long-term success of the business. The process began with the strategic review and culminated
after the year-end with the announcement of the exchange of contracts for the sale of our inventory valued
at £7 million and our rebranding to Zentra Group PLC, marking a key milestone in our evolution.
The proposed restructuring will strengthen our financial position and better align our operations with
current market opportunities. It also enabled us to refocus on our core strength—residential development—
while stepping away from higher-risk areas like in-house construction and Co-Living services. By adopting
a leaner, more efficient business model, centred on cost certainty through fixed-price contracts with third-
party contractors, we have reduced financial exposure and mitigated the risks of rising construction costs,
all while continuing to deliver the high-quality developments that define our company.
The restructuring also includes the acquisition of a 30% stake in the One Victoria project in Manchester,
where we also serve as Development Manager. Scheduled for completion in H2 FY 2025, One Victoria will
offer 129 apartments and 2 commercial units, further reinforcing our commitment to high-quality urban
developments. This acquisition, along with our refinancing initiatives, including securing a new £7 million
facility at a more favourable 6% interest rate (down from 7%) and a £2 million debt write-off, are major
achievements that bring significant value to our shareholders. This refinancing arrangement is a significant
milestone, allowing us to reduce our interest burden and increase financial flexibility. The new terms place
the Group in a stronger position to navigate future market conditions while providing us with the resources
to focus on key development projects.
Executing such a comprehensive restructuring within the necessary timeframes was a challenging task,
especially considering the complexities of aligning it with our financial results and market conditions. There
were moments of uncertainty and in particular with respect to the timing of transactions, but we remained
focused on creating long-term value for our shareholders. I firmly believe that the steps we have taken lay
the groundwork for a stronger, more resilient company going forward.
During the period under review, I am pleased we achieved several key milestones which included the
construction on the One Victoria project in Manchester mentioned above. Additionally, we also commenced
construction on our first new build housing project, consisting of 24 houses at Victoria Road in Eccleshill,
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
6
West Yorkshire which reached practical completion post period in October. We also achieved practical
completion of other significant projects, namely St. Petersgate Stockport and North Church House Queen
Street Sheffield. Furthermore, we successfully repaid a £1.5 million corporate bond and secured a £0.5
million unsecured loan with an interest rate of 8%, maturing on March 15, 2025. These accomplishments
reflect our ongoing commitment to delivering value and advancing our strategic objectives, positioning us
for future growth.
KEY PROJET ACHIEVEMENTS
In detail:
1. St Petersgate, Stockport:
In January, we achieved practical completion of this significant conversion project, which involved
transforming a former office building into 18 high-quality residential apartments and a commercial unit.
During the construction phase, the project encountered unexpected challenges, notably around the rooftop
extension. Despite these hurdles, we successfully navigated the complexities to deliver the project on time.
The residential units were all sold, showing strong demand for well-located housing in Stockport.
Additionally, the commercial unit was fully let, contributing to a balanced mixed-use development that
integrates residential and commercial space effectively, creating value for both residents and businesses.
2. Victoria Road, Eccleshill:
In October 2024, we completed our first new-build housing development at Victoria Road. The development
comprises 24 houses, marking a significant milestone in our story as we expand into the new-build sector.
Sales efforts are currently underway, with a dual approach targeting both individual homebuyers and bulk
sales to registered housing providers.
3. North Church House, Sheffield:
In March, construction completed on the 58-unit development North Church House. As the development
manager, we encountered several challenges in converting this former office building, particularly in
installing a rooftop extension, which required careful planning and execution. Despite these obstacles, the
project was executed successfully, resulting in a well-finished development that adds residential capacity
in a prime urban location. This conversion showcases our expertise in adaptive re-use of commercial
properties, contributing to sustainable urban regeneration.
4. One Victoria, Manchester:
As well as exchanging contracts to acquire a 30% shareholding in the SPV that owns One Victoria with
completion of this contract expected in October, the Group has retained its role as Development Manager
for the project. This ongoing development consists of 129 high-quality residential apartments and two
commercial units, strategically located in Manchester city centre.
The project is progressing well, with construction expected to be completed in the second half of FY 2025.
To ensure smooth financial progress, construction finance is being drawn down in stages to cover the
ongoing construction costs. Torsion Construction Limited, a well-established contractor, is leading the
construction efforts, leveraging their expertise to maintain progress on schedule.
This development is an important part of the Group’s broader growth strategy, further strengthening its
presence in the Manchester property market. One Victoria is poised to provide valuable housing stock while
also creating commercial opportunities that align with the city’s economic growth. The project demonstrates
the Group’s capability in managing large-scale, mixed-use developments and its commitment to delivering
projects that balance residential and commercial needs effectively.
STRATEGIC OBJECTIVES FOR 2025
As we look to the future, we remain focused on our core strategic objectives, which will drive our continued
growth and success:
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
7
1. Successfully Delivering Existing Development Projects
Our development pipeline has been strengthened by the expected acquisition of a 30% equity stake in One
Victoria, with our contract due to complete in October. This investment represents a significant addition to
our portfolio. As Development Manager for One Victoria, we are committed to overseeing its successful
completion, ensuring the delivery of 129 high-quality residential units and 2 commercial spaces.
Completion of the development is on course for H2 FY 2025.
2. Securing Sales for our properties
Direct
Development
Projects
Residential
Units
Commercial
Units
Gross
Development
Value (£m)
Reservations*
Exchanged
*
Completed
Sales *
Expected
Completion
Lincoln House,
Bolton
88 0 £10.1m 0 0 88 Completed
Bank Street,
Sheffield
23 0 £3.9m 0 0 23 Completed
Oscar House,
Manchester
27 0 £6.8m 0 0 27 Completed
St Petersgate,
Stockport
18 1 £2.9m 0 0 18 Completed
Victoria Road,
Eccleshill
24 0 £6.5m 2 0 0 Completed
One Victoria,
Manchester**
129 2 £39.5m 8 38 0 H2 FY 2025
*As at 03 October 2024
** Exchanged unconditional contracts for 30% of the share capital of the company that owns the project.
We are pleased to announce post year end that in October, the completion of a £7 million bulk sale of our
inventory took place, marking a significant achievement. This sale allows us to focus on new opportunities
and further strengthens our financial position to execute our strategic objectives.
Sales at Victoria Road Eccleshill are now a priority following the project's practical completion. We have
launched a targeted marketing campaign, partnering with local agents to promote the 24 units. In addition
to individual buyer sales, we are in active negotiations with several registered housing providers and
institutions for a bulk sale, offering another avenue to maximise value.
Our investment in One Victoria is also a key focus. So far, we have exchanged contracts on 38 units, and
the newly completed showroom is expected to attract significant interest.
3. Expanding the Pipeline of New Development Opportunities
We are actively exploring new development opportunities, both as a direct developer and through
partnerships with local authorities and housing providers. Expanding our pipeline is crucial to maintaining
our growth momentum, and we are currently evaluating a number of promising projects. The restructuring
of our team earlier this year has positioned us to be more agile and responsive in pursuing these
opportunities. We anticipate providing further updates as these opportunities progress into contracted
positions, aligning with our long-term strategic goals.
Our proactive approach to seeking new development sites will allow us to continue delivering projects that
meet market demand and generate value for our shareholders, while also addressing the broader housing
needs of the communities in which we operate.
OUR PEOPLE
Our people remain central to everything we do, and this year has brought several key changes to our senior
leadership team. Earlier in the year, we welcomed Robert Holbrook as Interim Head of Finance, who brings
extensive financial expertise and deep experience in the property sector. Scott Nicol joined us as Group
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
8
Head of Investment, adding substantial knowledge and experience that has already enhanced our
commercial performance. His strategic insights have further strengthened our leadership team. Ben
Scandrett also came on board as Group Head of Development, overseeing all development activities, from
pipeline management to project delivery.
We remain dedicated to investing in our people and promoting a culture of inclusivity, innovation, and
professional growth. As we continue to expand, our team will play a crucial role in driving our strategic
objectives forward.
INDUSTRY OVERVIEW
Between June 2023 and June 2024, the UK economy expanded at a much faster rate than initially estimated.
Revised figures show GDP growth of 0.3% during this period, tripling the earlier reported figure of 0.1%.
This represents the strongest economic growth since the post-pandemic recovery in 2021 and early 2022,
following two consecutive quarters of falling GDP in Q3 and Q4 of 2023, often termed a ‘technical recession.’
The Bank of England’s reduction of its base rate from 5.25% to 5.00%, along with a decrease in inflation,
offers positive signs for the housing market, though consumer caution remains. The policies of the new
Labour government will be instrumental in restoring confidence.
Government intervention in both the housing market and the stagnating planning system will be critical to
achieving the target of building 1.5 million homes over the next five years. A February 2024 report from the
Competition and Markets Authority highlighted the planning system's inadequacy and the constraints it
places on land supply needed to meet housing goals. While there have been reforms, including revisions
to the National Planning Policy Framework (NPPF) and the reinstatement of local housing targets, it is hoped
that new policies will address the systemic issues that have plagued the sector. Despite these challenges,
the ambitious housing targets create significant opportunities for the Group to collaborate with local
authorities, government bodies and NGOs, fostering an environment for growth.
In line with these reforms, biodiversity net gain legislation came into force in February 2024, and the Future
Homes and Building Standards legislation is expected to be passed shortly. This will require new homes to
reduce emissions by 75% to 80% compared to previous standards. While these regulations present
challenges, they also establish a level playing field, allowing the Group to deliver high-quality
developments in a competitive market.
Affordability remains a major concern, particularly for first-time buyers, as the cost of purchasing a home
now accounts for over 40% of take-home pay. While recent reductions in the Bank of England’s base rate
have allowed lenders to lower the average mortgage rate (75% LTV) to 3.86%, nearly 1.00% lower than 12
months ago, the threat of further mortgage increases looms large for many homeowners whose fixed-rate
deals are yet to expire.
The constrained supply of new homes for sale, along with structural shifts in consumer behaviour, has
exacerbated the supply-demand imbalance in the rental market, supporting continued rental growth. In the
12 months to June 2024, average UK residential rents increased by 8.7%, only a slight decrease from the
8.9% rise in the previous year. This supply-demand imbalance is expected to persist, keeping rental values
strong as potential homebuyers remain hesitant or unable to purchase homes.
The outlook for affordable housing is uncertain. The next Affordable Homes Program (AHP) in England has
been delayed until spring 2025 due to ongoing economic challenges, financial uncertainties, and the need
for critical repairs to existing stock, including cladding and damp issues. These factors have reduced
housing associations' capacity to invest in new developments. The interim affordable housing grant
introduced in October 2024 has offered temporary relief, enabling registered providers to continue work on
some schemes. The Group is already engaged in discussions with several local authorities and housing
associations to explore potential partnerships to support their development needs.
After several years of volatile inflation, with the peak during the Covid-19 pandemic, the past 12 months
have seen a levelling off of construction cost inflation. Prices for 'all work' have entered a period of deflation,
though this is likely a temporary correction following sustained price increases. While falling material costs
offer some relief, the industry's capacity and workforce shortages remain key constraints. Attracting and
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
9
retaining talent will be essential to managing future upward cost pressures and meeting government
targets.
Against this backdrop, the latest BCIS residential forecast predicts that build costs will rise by 15% over the
next five years, driven by pressures on materials and labour costs, the latter expected to increase by 16%.
Additionally, BCIS forecasts a 24% growth in new work output over the same period, as pent-up demand
fuels house price growth.
ESG (ENVIRONMENTAL, SOCIAL AND GOVERNANCE)
We remain dedicated to embedding ESG principles throughout our operations. Our ESG strategy focuses
on ethical business practices, sustainable development, and strong community engagement. This year, we
have furthered our commitment in the following ways:
1. Supporting Local Communities and Charitable Organisations
Supporting local communities remains central to our values, and this year we have continued to engage
with and contributed to the communities in which we operate. Our strategy is under review and over the
forthcoming financial year we will continue to support a range of local initiatives and charitable
organisations that focus on social welfare, education, and housing. Our contributions will be not just
financial; our team will actively participate in volunteer programmes which we support by offering our
people up to 2 volunteer days paid per year. We are proud to work on established long-term partnerships
with community organisations, which enable us to make a lasting positive impact on the areas surrounding
our developments. Through these initiatives, we aim to foster stronger, more resilient communities,
demonstrating our commitment to social responsibility beyond the confines of property development.
2. Employee Training and Development
We are committed to the professional growth and development of our employees, recognising that a highly
skilled workforce is essential to our success. This year, we launched a new training system that facilitates
regular e-learning across various disciplines, ensuring our team stays updated with best practices and
compliance requirements. Additionally, we continue to support employees pursuing professional
qualifications such as AAT and ACCA, offering both financial assistance and study leave to help them
achieve their career goals. By investing in continuous learning and development, we ensure our team
remains adaptable, capable, and ready to meet the challenges of a fast-evolving industry.
3. Equality, Diversity, and Inclusion
We remain fully committed to fostering a diverse and inclusive workplace where all employees feel valued
and respected. Our ongoing efforts to promote equality across all levels of the business include fair
recruitment practices, employee development opportunities, and fostering a culture that celebrates
diversity in its many forms. Our recent application to become a full member of the Greater Manchester
Good Employment Charter reflects this commitment to high standards in fair employment practices.
Through this membership, we aim to reinforce our dedication to improving working conditions, promoting
diversity, and ensuring an inclusive environment for all.
4. Environmental Impact
We are making progress in improving the environmental performance of our developments. Our approach
includes working closely with contractors to monitor and manage waste, aiming to reduce landfill
contributions and increase recycling rates. Additionally, we have been proactive in incorporating energy-
efficient design features where practical, such as advanced insulation, energy-saving lighting, and
sustainable materials, into our projects. These measures not only help us minimise our carbon footprint
but also deliver cost-effective solutions that benefit both residents and investors. By prioritising
sustainability, we align our business practices with broader environmental goals, contributing to a greener
future while enhancing the long-term value of our developments.
TASK FORCE ON CLIMATE-RELATED DISCLOSURES (TCFD)
In response to growing global concerns over climate change, the Company is committed to implementing
the Task Force on Climate-related Financial Disclosures (TCFD) framework. This initiative is central to our
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
10
climate strategy and reflects our dedication to transparency in climate-related financial risks and
opportunities.
Our TCFD implementation plan includes:
• Governance: Establishing a dedicated committee to oversee climate-related risk management.
• Risk Management: Conducting comprehensive climate risk assessments and integrating climate
risks into our broader risk management framework.
• Scenario Analysis: Developing models to assess the financial implications of different climate
scenarios on our business.
• Data Collection and Disclosure: Enhancing data collection systems to support accurate TCFD
reporting.
By adopting the TCFD framework, we are taking proactive steps to ensure our business remains resilient in
the face of climate challenges while aligning with best practices in corporate governance.
OUTLOOK FOR 2025
The restructuring we recently announced has laid the foundation for a pathway to grow shareholder value.
Through this transformation, we have made bold decisions to streamline our operations, reducing our
overheads and core cost base by adjusting our headcount, renegotiating our core finance facility, and
reducing our debt to a more manageable level. These decisive actions have resulted in a sharper, more
focused approach to residential development—our primary strength and the area where we see the greatest
opportunity for growth.
Our strategic decision to move away from Co-Living and in-house construction were critical steps, enabling
us to fully concentrate on delivering high-quality residential projects, allowing for greater efficiency and
more predictable outcomes. This targeted focus aligns with the evolving needs of the market and reinforces
our commitment to generating long-term value for our shareholders.
After a turbulent few years marked by rising costs and uncertainty, we are beginning to see the tide turn.
With the pressures of escalating costs easing and our business now operating under a leaner, more efficient
structure, we are optimistic about the future. The fresh, new look of Zentra Group PLC, coupled with our
refined structure, gives us the best opportunity to execute our strategy successfully. We believe that these
changes will allow us to seize emerging opportunities and achieve sustained success, as we move forward
with renewed energy and confidence.
Jason Upton
Chief Executive
29 October 2024
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
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STRATEGIC REPORT
Group’s Financial Review
Trading
For the twelve months ended 30 June 2024, revenue decreased by £0.94m (6%) to £14.65m (FY 2023:
£15.59m). This primarily reflects a reduction in development sales and a reduction in the provision of
management services.
Revenue
FY 2024
£m
FY 2023
£m
Change
£m
Change
%
Development sales 8.97 9.99 (1.02) (10)%
Co-Living project management
fee
0.87 1.28 (0.41) (32)%
Construction 4.02 3.17 0.85 27%
Development management fee 0.36 0.70 (0.34) (48)%
Property services 0.32 0.33 (0.01) (3)%
Corporate 0.11 0.12 (0.01) (8)%
TOTAL 14.65 15.59 (0.94) (6)%
Development sales revenue from legal completions remained the largest contributor to Group revenue,
accounting for 61% (FY 2023: 64%) of total revenue. Overall, there is a reduction in legal completions from
71 in FY 2023 to 52 in FY 2024 with St Petersgate Stockport and Oscar House Manchester both achieving
practical completion in the year, and the remainder of revenue coming from completed developments.
Lincoln House Bolton delivered £3.06m from 23 legal completions, St Petersgate Stockport legally
completed 17 sales for £2.87m, 10 sales legally completed at Oscar House Manchester for £2.42m, with
Bank Street Sheffield legally completing 2 sales equating to £0.35m.
Co-Living project management relates to the construction works undertaken on Co-Living properties where
the Group receives a 5.0% cost plus margin on all works undertaken and generated revenue of £0.87m (FY
2023: £1.28m). In addition, construction services generated revenue of £4.02m in the period (FY 2023:
£3.17m) from the management of construction activity at North Church House Sheffield on behalf of a
related party.
There was a decrease in development management fee income to £0.36m (FY 2023: £0.70m) and this relates
to management services provided on One Victoria, Manchester and the One Heritage Tower, Salford.
Property services delivered revenue of £0.32m (FY 2023: £0.33m). This was driven by management fees and
transaction fees.
Statement of Comprehensive Income
FY24
£m
FY23
£m
Change
£m
Change
%
Revenue 14.65 15.59 (0.94) (6)%
Cost of sales (13.65) (13.91) 0.26
Cost of sales - Impairment (0.82) (1.09) 0.27
Gross Profit 0.18 0.59 (0.41) (69)%
Gross margin 1.20% 3.78%
Administration costs (2.62) (2.21) (0.41)
Operating Loss (2.44) (1.62) (0.82) (51)%
Finance expense (1.12) (0.52) (0.60)
(Loss) before taxation (3.56) (2.14) (1.42) (66)%
(Loss) per share (pence) (8.7) (6.2) (2.5) (40)%
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
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The gross profit declined by £0.41m to £0.18m (FY 2023: profit £0.59m) due mainly to an overall reduction
in legal completions and in particular those at Lincoln House, Bolton. The impairment charge in the period
was £0.82m (FY 2023: £1.09m) with the majority of the charge arising from the completion of works at St
Petersgate, the final project to be completed using in-house construction services. The benefits of the
decision to cease this activity has been shown at Victoria Road, Eccleshill where the site will complete
within cost budget following the appointment of a principal contractor on a fixed price basis.
The gross margin was 1.20% (FY 2023: 3.78%), this reduction being predominantly due to the reduced legal
completions on Lincoln House offset by a reduced impairment charge in the year.
Administrative expenses were £2.62m in the period (FY 2023: £2.21m). This represents an overall £0.41m
increase in overheads arising from a number of factors: a higher salary cost of £0.11m driven by an increase
in average headcount to 30 employees (FY 2023: 28) and an increase in professional and consultancy costs.
Post year-end, a review of overheads was undertaken and a cost cutting exercise has been implemented
including a series of redundancies with headcount realigned to the current position in terms of development
streams.
The operating loss increased by £0.82m to a loss of £2.44m (FY 2023: loss of £1.62m). Finance costs were
£1.12m (FY 2023: £0.52m). The increase in finance cost is attributable to the holding costs associated with
unsold units on completed sites. Where practical, these units have been rented to generate a revenue
stream to offset the holding costs. The pre taxation loss amounts to £3.56m (FY 2023: £2.14m). The basic
loss per share was 8.7 pence (FY 2023: loss 6.2 pence).
Balance Sheet
Development Inventory has decreased by £3.30m from £16.57m to £13.27m. The key balances are at St
Petersgate £0.3m (FY 2023: £2.7m), Oscar House £4.49m (FY 2023: £6.42m) and Lincoln House £1.10m (FY
2023: £3.6m), where the projects are completed and sales have taken place. The inventory balance at
Victoria Road, Eccleshill is £5.23m (FY 2023: £1.80m), with practical completion being achieved post year
end in October 2024.
The negative equity position has increased by £3.38m from £0.57m to negative equity of £3.95m due to the
impaired inventory position generating insufficient profit to cover the operational and financing costs of
the business. The monetisation of impaired assets and the recycling of the funds generated into new
developments will improve this position over time, and in this regard the regearing of borrowings together
with the sale of stock properties to a related party at market value post year end (as outlined in the post
balance sheet events note contained within the financial statements) is a great step towards rebuilding the
balance sheet. No dividends have been declared in this year due to continuing loss-making position.
Reported Net Assets per share decreased by 8.7p in the period to negative 10.2p (FY 2023: negative 1.5p).
Liquidity
There was no raising of Capital in the year through the issue of shares and the focus has been on paying
down development related borrowings and where appropriate putting new lines of funding in place that
give improved terms.
Net Debt has decreased marginally from £16.94m to £16.89m. This movement includes:
• Interest payment of £1.48m;
• A refinance of Oscar House, Manchester in line with the revised sales and letting strategy on
improved terms to the previous loan of £2.4m;
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
13
• Investment in Victoria Road Eccleshill from equity but also a £3.85m debt facility with Hampshire
Trust Bank of which £2.82m was drawn down at 30
th
June 2024.
• The repayment of £1.0m of the £1.5m Corporate Bond which matured in March 2024, with the
remaining £0.5m rolled into a new loan note facility on the same terms for a further 12 months to
March 2025.
• A decrease in the One Heritage Property Development shareholder loan facility of £0.4m to
£10.98m (FY 2023: £11.38). During the year renegotiation took place of the facility termination date
which was extended to December 2025, with the ability to extend for a further 3 years. As detailed
in the post balance sheet events note, post year-end, the sale of completed stock and a regear of
the Group’s funding position has seen this liability reduce to £7m with an improved debt servicing
cost of 6%.
Net Cash inflow used in operating activities was £1.61m, primarily due to the cashing in of stock inventory,
albeit at nominal profit.
In summary, the Company’s operational and financial performance will improve as it divests itself of the
legacy sites and recycles cash into new developments which will be carefully sourced and managed to
improve operational efficiency. The operational and financial restructures which have taken place post year
end, will accelerate this strategy and put the Group on a stronger financial footing.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
14
RISK MANAGEMENT AND PRINCIPAL RISKS
The ability of the Group to operate effectively and achieve its strategic objectives is subject to a range of
potential risks and uncertainties. The Board and the broader management team take a pro-active approach
to identifying and assessing internal and external risks. The potential likelihood and impact of each risk is
assessed and mitigation policies are set against them that are judged to be appropriate to the risk level.
Management constantly updates plans and these are monitored by the Audit and Risk Committee and
reported to the Board.
The principal risks that the Board sees as impacting the Group in the coming period are divided into six
categories, and these are set out below together with how the Company mitigates such risks.
1. Strategy: Government regulation, planning policy and land availability.
2. Delivery: Inadequate controls or failures in compliance will impact the Group’s operational and
financial performance.
3. Operations: Availability and cost of raw materials, sub-contractors, and suppliers.
4. People and culture: Attracting and retaining high-calibre employees.
5. Finance & Liquidity: Availability of finance and working capital.
6. External Factors: Economic environment, including housing demand and mortgage availability.
1. Strategy: Government regulation, planning policy and land availability
A risk exists that changes in the regulatory environment may affect the conditions and time taken to obtain
planning approval and technical requirements including changes to Building Regulations or Environmental
Regulations, increasing the challenge of providing quality homes where they are most needed. Such
changes may also impact our ability to meet our margin or site return on capital employed (ROCE) hurdle
rates (this ratio can help to understand how well a company is generating profits from its capital as it is put
to use). An inability to secure sufficient consented land and strategic land options at appropriate cost and
quality in the right locations to enhance communities, could affect our ability to grow sales volumes and/or
meet our margin and site ROCE hurdle rates. The Group mitigates against these risks by liaising regularly
with experts and officials to understand where and when changes may occur. In addition, the Group
monitors proposals by Government to ensure the achievement of implementable planning consents that
meet local requirements and that exceed current and expected statutory requirements. The Group regularly
reviews land currently owned, committed and pipeline prospects, underpinned with robust key business
control where all land acquisitions are subject to formal appraisal and approved by the senior executive
team.
2. Delivery: Inadequate controls or failures in compliance will impact the Group’s operational and
financial performance
A risk exists of failure to achieve excellence in construction, such as design and construction defects,
deviation from environmental standards, or through an inability to develop and implement new and
innovative construction methods. This could increase costs, expose the Group to future remediation
liabilities, and result in poor product quality, reduced selling prices and sales volumes.
To mitigate this, the Group liaises with technical experts to ensure compliance with all regulations around
design and materials, along with external engineers through approved panels. It also has detailed build
programmes supported by a robust quality assurance.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
15
3. Operations: Availability and cost of raw materials, sub-contractors, and suppliers
A risk exists that not adequately responding to shortages or increased costs of materials and skilled labour
or the failure of a key supplier, may lead to increased costs and delays in construction. It may also impact
our ability to achieve disciplined growth in the provision of high-quality homes.
The Group no-longer participates in in-house construction of residential development projects. It is
reducing its exposure to providing services for the development of Co-Living projects for related parties
and has also chosen an approach to the delivery of our development projects by appointing a principal
contractor after a period of due diligence, which we believe will deliver the best shareholder value through
cost certainty.
4. People and culture: Attracting and retaining high-calibre employees
A risk exists that increasing competition for skills may mean we are unable to recruit and/or retain the best
people. Having sufficient skilled employees is critical to delivery of the Company’s strategy, whilst
maintaining excellence in all of our other strategic priorities.
To mitigate this the Company has a number of People Strategy programmes which include development,
training and succession planning, remuneration benchmarking against competitors, and monitoring of
employee turnover, absence statistics and feedback from exit interviews.
5. Finance & Liquidity: Availability of finance and working capital
A risk exists that lack of sufficient borrowing and surety facilities to settle liabilities and/or an ability to
manage working capital, may mean that we are unable to respond to changes in the economic environment,
and take advantage of appropriate land buying and operational opportunities to deliver strategic priorities.
To minimise this risk, the Group has a disciplined operating framework with an appropriate capital structure
together with forecasting of working capital and external funding requirements. Management have stress
tested the Group’s resilience to ensure the funding available is sufficient. This process has regular
management and Board attention to review the most appropriate funding strategy to drive the Company’s
growth ambitions. We have regular Treasury updates, and we gain market intelligence and availability of
finance from in-house and experienced sector Treasury advisers.
6. External Factors: Economic environment, including housing demand and mortgage availability
A risk exists that changes in the world and UK macroeconomic environment may lead to falling demand or
tightened mortgage availability, upon which most of our customers are reliant, thus potentially reducing
the affordability of our homes. This could result in reduced sales volumes and affect our ability to deliver
targeted returns.
To mitigate this risk, the Group partners with a network of overseas agents, tapping into overseas investor
and private individual demand and in particular in Hong Kong, China and Singapore with the majority of
overseas purchasers being cash buyers. The Group continually monitors the market at Board, Executive
Committee, and team levels, leading to amendments in the Group’s forecasts and planning, as necessary.
In addition, there are comprehensive sales policies, regular reviews of pricing in local markets and
development of good relationships with mortgage lenders. This is underpinned by a disciplined operating
framework with an appropriate capital structure.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
16
DIRECTORS’ REPORT
Board of Directors
EXECUTIVE DIRECTORS
JASON UPTON
Chief Executive
Appointed: 21 July 2020
Jason founded the company as One Heritage Property Development (UK) Limited in June 2019 and holds
an Honours bachelor’s degree in business and marketing from the University of Lincoln, UK.
Under his leadership, the company achieved a listing on the London Stock Exchange as One Heritage Group
plc (OHG) in December 2020. In October 2024, Jason oversaw the rebranding of the company to Zentra
Group plc. During his tenure, the company has completed over £35 million in residential property
developments.
Before founding One Heritage Property Development (UK) Limited, Jason was Operations Manager at
Totemic Financial Services Limited from 2009 to 2016. Following that, from 2016 to 2019, he served as CEO
of J Upton Limited, a management consultancy where he advised major clients, including Nationwide
Building Society, on business strategy and operations within the Financial Services and Banking industries.
YIU TAK (PETER) CHEUNG
Chief Investment Officer - Appointed: 21 July 2020, resigned 30 April 2024
ANTHONY UNSWORTH
Chief Financial Officer - Appointed: 1 August 2022, resigned 16 February 2024
STUART ORMISHER
Chief Financial Officer - Appointed 8 February 2024, resigned 28 March 2024
NON-EXECUTIVE DIRECTORS
DAVID IZETT
Independent non-executive Chairman
Appointed: 17 December 2020
Committees: Audit and Risk Committee, Remuneration Committee, Nomination Committee
David is a fellow of The Royal Institution of Chartered Surveyors, with more than forty years’ experience of
the real estate industry, both in the UK and internationally, including Russia and Central Asia. He was Chief
Executive Officer of Colliers International UK plc from 2001 to 2010, including being EMEA Chairman of
Colliers International UK plc from 2005 to 2010.
David subsequently became a Business Development Partner for Cushman & Wakefield plc London in 2011
prior to becoming Chief Operating Officer of Cushman & Wakefield Moscow in 2012. He was Chair of the
Cushman & Wakefield affiliate in Georgia and Kazakhstan before returning to the UK in 2016 where he now
holds a number of Board and consultancy roles with businesses in the real estate industry.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
17
JEREMY EARNSHAW
Independent non-executive Director FCA, B. Eng (Hons)
Appointed: 1 April 2022
Committees: Audit and Risk Committee, Remuneration Committee, Nomination Committee
Jeremy is a Fellow of The Institute of Chartered Accountants in England & Wales and has over thirty years’
senior treasury, finance, and governance expertise, in both public and private sector organisations. He has
worked across multiple sectors including Housing, Healthcare, Pharmaceuticals, Printing, Retail Marketing
and Online E-Commerce. Jeremy is highly experienced in all Main Board and CFO matters, with specialisms
in funding, M&A, stakeholder communication and value creation. With international experience in Europe,
North America and Asia, Jeremy’s roles have always encompassed a wide range of responsibilities,
including legal, governance, risk, financial PR, and procurement.
Additionally, Jeremy is a Non-Executive Director at Optoma, and a Non-Executive Director at 54 North
Homes, a Regulated Housing Association in the North of England.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
18
DIRECTORS’ REPORT
QCA Corporate Governance Code
The Board recognises the value of good corporate governance and adopted the QCA Corporate Governance
Code on listing. The Code sets out ten principles that are designed to help deliver long term growth in
shareholder value. Below we set out each of the principles and how the Group sets out to achieve them.
Principle Application
1. Establish a strategy
and business model
which promote long-
term value for
shareholders
The Group’s strategy is focused on developing high quality apartments
and houses in urban areas in the UK with high demand from owner
occupiers, professional tenants and investors.
The Group
aims to deliver shareholder value by investing in
developments in areas of high demand and growth. The Group also
believes that it can create value in the residential market and are excited
to be part of the solution to tackling the UK’s shortage of quality
accommodation.
2. Seek to understand
and meet shareholder
needs and
expectations
The Group provides its shareholders with contact information such as a
dedicated email address (investors@one-heritage.com), Group phone
number and address which is available on the Company’s website. The
Company holds an Annual General M
eeting which all investors can
attend, and time will be set aside for questions.
Due to the size of the Group, there is no dedicated investor relations
department. The CEO is responsible for reviewing all communications
received from investors and will determine the most appropriate
response.
Individual contact details of the CEO, Head of Finance and Hybridan (the
Company’s financial adviser) is published on all RNS releases which are
also uploaded to the Company website.
3. Take into account
wider stakeholder
and social
responsibilities and
their implications for
long-term success
The Company believes its main stakeholders in addition to its investors
are its employees, suppliers, consultants, purchasers of the Group’s
properties, members of local communities where the Group undertakes
development activities, and their tenants. The Group is committed to
understanding the requirements and needs of its stakeholders; monthly
meetings are held by management to discuss engagement and feedback
and the Group takes time to review these requirements.
It is important for the Group to be making a positive contribution to local
economies, communities, and the housing shortage. The Group
recognises its social responsibility and the impact it has on providing
sustainable housing, follow best practice so that developments provide a
safe and environmentally friendly living experience. Development
proposals are in line with planning regulations and recommendations;
where future regulations may change, and where advisable, the Group
will hold public consultation events as part of any planning applications.
4. Embed effective risk
management,
considering both
opportunities and
threats, throughout
the organisation
The Group maintains a risk register and monitors risks associated with
the business including finance, legal, personnel, and macro and micro
environmental factors. Risks are assessed and discussed at management
and Board level on a regular basis, assessing the impact, likelihood and
the mitigation strategies are carefully considered. The risk register is
tabled at the Group’s audit committee for further assurance as to the
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
19
strength and sustainability of its management strategy to risk. The audit
committee is expected to meet at least three times a year at appropriate
intervals in the financial reporting and audit cycle and otherwise as
required.
5. Maintain the Board as
a well-functioning,
balanced team led by
the chair
Zentra Group PLC (formerly One Heritage Group PLC) has a Board of
Directors that comprises one executive Director and two Independent
non-executive Directors which includes an Independent non-executive
chairman. The Board is committed to meeting at least monthly formally
or informally. Under Article 78.1 of the Company’s Articles of Association
each director shall retire from office at the third annual general meeting
after the annual general meeting or general meeting (as the case may be)
at which they were previously appointed. Any new Directors appointed
during the year must stand for re-appointment at the annual general
meeting following their appointment. The Company intends to comply
with its Articles of Association and guidance set by the QCA code.
The Executive Director consists of a full-time CEO. and CFO
. The
Independent Non-executive Directors consist of an Independent Non-
Executive Chairman and an Independent Non-Executive Director with
service contracts that require a minimum of two days a month dedicated
towards their duties as Directors of the Company.
Each Director of the Company has particular regard to the QCA Corporate
Governance Code in respect of the role of the Board and the role of its
Independent non-executive Director
s. As the Company continues to
grow, Board membership will be continually assessed to reflect the skills
and attributes required.
Audit and Risk Committee
The Company has established an audit and risk committee, which
comprises all of the executive directors and non-executive, with Jeremy
Earnshaw as the committee Chairman. The audit committee will meet at
least three times a year and will assist the Board
in observing its
responsibility for ensuring that the Company’s financial systems provide
accurate and up-to-date information on its financial position and that the
published financial statements represent a true and fair reflection of this
position. It will also assist the Board
in ensuring that appropriate
accounting policies, internal financial controls and compliance
procedures are in place. The audit and risk
committee will receive
information from the external auditors and will seek to challenge
management where necessary. The committee will also consider any
new or potential risks posed to the Company and will identify the
mitigants and controls necessary to ensure that such risks are managed
in a manner appropriate to the size and complexity of the Company’s
operations at that time.
Remuneration Committee
The Company has established a Remuneration C
ommittee, which
comprises of the two independent non-executive Directors, those being
Jeremy Earnshaw and David Izett (Chair). The Remuneration Committee
will meet at least once a year and otherwise as required.
The Remuneration C
ommittee has responsibility for making
recommendations to the Board on the Company
’s policy on the
remuneration of the executive Directors. The Remuneration Committee
is responsible for reviewing the scale and structure of the executive
Directors’ remuneration and the terms of their service or employment
contracts, including share option schemes and other bonus
arrangements. The entire Board sets the terms and conditions of the
remuneration of the Directors.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
20
Nominations Committee
The Nominations Committee will meet at least once a year and otherwise
as required. The committee consists of two members. The chairman of
the Nominations Committee must either be an independent Director or
the Chairman of the Board
(save when discussing his succession).
Accordingly, David Izett has been appointed as C
hairman of the
Nominations Committee, the other member being Jeremy Earnshaw.
The Nominations Committee considers the composition of the Board,
retirements and appointments of additional and replacement Directors
and makes appropriate recommendations to the Board. In addition, the
Nominations Committee will recommend changes to the Board where
specific skills and experiences are required to achieve the Company’s
future development plans.
6.
Ensure that between
them the Directors
have the necessary up-
to-date experience,
skills, and capabilities
The Board
bring relevant experience in the property sector, finance
sector, business operations and the public markets. The Directors of the
Company comprise a mixture of young, entrepreneurial, and dynamic
executive Director who founded the Group, balanced by the experience
of two Independent non-executive Director
s with significant public
markets experience. The Company believes that this cognitive diverse
experience of the Board provides a sufficient balance to promote the
success of the business.
Each Director is identified on the Company’s website along with a clear
description of their role and experience.
The Group has access to a financial advisor to update the Board on key
business, legal and regulatory issues facing the Company. The Board also
has access to the Company Secretary, who advises them on Board and
governance matters. The Company also consults its legal advisers that it
retains on all matters legal, regulatory and governance.
The Group has not to date sought external advice on keeping Directors’
skills up to date but believes that the mix of experience provides them
with the relevant up to date skills needed to act as Board members for a
small Company.
7.
Evaluate Board
performance based on
clear and relevant
objectives, seeking
continuous
improvement
The Group’s directors are evaluated against the Group strategy as
outlined in the prospectus dated 23 December 2020. The board intend to
consider how formal assessments of board performance will be
conducted in the future and will also consider succession planning as and
when necessary. The longer-term performance of the board is being
considered by the Group and announcements will be made on this matter
when appropriate.
8.
Promote a corporate
culture that is based on
ethical values and
behaviours
The board believes that the promotion of a corporate culture based on
sound ethical values and behaviours is critical to gain a competitive
advantage and maximise shareholder value. The Group maintains a
handbook which is available to all employees which sets out standards
expected which are a benchmark for the evaluation of performance
during periodic employee reviews which are undertaken at least
annually. Senior management hold an Employee Engagement meeting
monthly with staff matters, employee feedback, employee engagement
and professional training/development all standing agenda items. The
CEO also reports on any notable examples of actions within the Group
that are misaligned with the Grou
p’s stated values at every board
meeting.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
21
The directors believe its corporate culture encourages ethical behaviours
that benefit its stakeholders and promote the success of the business.
9. Maintain governance
structures and
processes that are fit
for purpose and
support good decision-
making by the Board
The Chairman is responsible for leadership of the board, ensuring its
effectiveness and setting the agenda for board meetings. Once strategic
objectives have been agreed by the Board, it is the Chief Executive
Officer’s responsibility to ensure they are delivered upon and
consistently to be accountable to the Board. The day-to-day operations
of the Group are managed by the Chief Executive Officer and the wider
management team.
There is a clear division of responsibilities between the Chairman, Chief
Executive Officer, and Non-
Executive Directors. The roles of the
Chairman and the Chief Executive Officer are separate with a distinct
division of responsibilities. The separation of
authority enhances
independent oversight of the executive management by the board and
helps to ensure that no one individual on the Board has unfettered
authority.
The Board’s primary role is the protection and enhancement of long-term
shareholder value. To fulfil this role, the board is responsible for the
overall management and corporate governance of the Group including
its strategic direction, establishing goals for manageme
nt and
monitoring the achievement of these goals. In addition to overall Group
strategy, the Board approves the annual budget and retains control over
corporate activity, material contracts and financing decisions.
Management’s role is to implement the strategic plan established by the
Board and to work within the corporate governance and internal control
parameters established by the Board. The role of each of the Group’s
committees have been explained in Principle 5 above.
10.
Communicate how the
company is governed
and is performing by
maintaining a dialogue
with shareholders and
other relevant
stakeholders
The Group publishes all RNS announcements, prospectus, and investor
presentations on the Group’s website. The Group releases Annual
Reports holds Annual General Meeting, and all circulars, dates and
content will be posted directly to all shareholders and nominees and
published on the Group’s website.
The Group website allows investors, stakeholders and other interest
parties to contact the Group. The Group intends to create a mailing list to
contact stakeholders directly.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
22
DIRECTORS’ REPORT
Board Leadership and Company Purpose
ROLE OF THE BOARD
The responsibility of the Board is to promote the success of the Company for the long-term benefit of its
shareholders and other stakeholders, including employees, suppliers, and the wider community. The Board
see its role as reviewing and approving key policies, setting the strategy and operating plans, ensuring
governance and compliance with laws and regulations, and through its committees the financial reporting
and risk management, and, importantly, the culture of the Company.
The Board has regular scheduled and ad hoc meeting as well as committee meetings to ensure that
Director’s allocate sufficient time to discharge their duties effectively. The agenda of these meetings is
managed to ensure that shareholder value, the considerations of stakeholders, and governance play a key
part in the decision making of the Company.
Meetings are scheduled to coincide with key events in the Company’s financial calendar, including interim
and final results and the AGM. The Board also schedule other meetings during the year that review budgets,
financial and operating performance, strategy as well as major transactions.
PURPOSE
The Company’s purpose is to expand and enhance residential property, primarily in the North of England.
This is through investing in the refurbishment or construction of accommodation that matches the needs
of the local area. The Board receives regular updates on the performance and given the limited trading
history of the Company, using a range of different KPI’s to build a picture of performance and ensure that
shareholder and stakeholder value is maximised. The Board reviews all proposed developments, and all
Board members are encouraged to visit sites to gain a better understanding of the environment and local
area.
SECTION 172(1) STATEMENT
In accordance with section 172 of the Companies Act 2006, the Board regularly considers the likely
consequences of our strategy and long-term decisions, taking into account the interests of employee
colleagues, suppliers, customers, communities, and the environment.
The table below considers key stakeholder groups, methods of engagement and the impact of feedback on
Board discussions and decisions.
Matters considered by the Board Where to read more in
the Annual report
The interests of the Group’s employees
CEO and Remuneration
Committee Reports
The impact of the Group’s operations on the community and the
environment
CEO Report
Maintaining high levels of Corporate Governance
QCA Corporate
Governance Code
The long-term strategy of the Company
CEO Report
DISCLOSURE OF INFORMATION TO AUDITOR
The Directors who held office at the date of approval of this Directors’ report confirm that, so 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 he ought to have taken as a Director to make himself aware of any
relevant audit information and to establish that the Company’s auditor is aware of that information.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
23
CULTURE
The Board believe that building the right culture in the Company that is aligned with the strategy and
purpose of the Company is pivotal to creating value. It aims to foster an open environment, where all staff
understand the strategic direction of the business and contribute towards reaching its goals. This is through
regular communication by the Board and Senior Leadership to all staff to encourage strategic engagement
across the Company. The Board receives regular updates and has input on how the Company’s culture and
its values create an environment for collaborative engagement, creative thinking, and integrity. The Board
is of the view that the culture is open, supportive, and transparent, is led from the top, and works across
the business.
SHAREHOLDER RELATIONS
The Company listed on the London Stock Exchange in December 2020 and has ongoing dialogue with its
investors, which became part of the story of a rapidly growing business. The Board uses Investor Meet
Company, which allows shareholders to watch and ask questions. The Company is yet to hold its first in
person AGM. Meeting shareholders in person is a key priority in each financial year.
WORKFORCE ENGAGEMENT
The Board believe passionately that engagement with the whole workforce is pivotal to the future success
of the Company. It promotes improved decision making at all levels and ultimately is key to attracting and
retaining the best staff. The pandemic has demonstrated how important engagement is when employees
are expected to be more flexible and adaptive than they ever have.
CONFLICTS OF INTEREST
Directors are required to report actual or potential conflicts of interests to the Board for consideration and
the Company maintains a register of authorised conflicts of interest. The Chairman notes the Register and
reminds Directors of their duties under the Companies Act 2006 relating to the disclosure of any conflicts
of interest at the beginning of each Board meeting.
INDEPENDENT ADVICE
Directors can raise concerns at Board meetings and have access to the advice of the Company Secretary.
There is an established procedure for Directors, in relevant circumstances, to obtain independent
professional advice at the Company’s expense. No such requests were made in financial period to 30 June
2024.
Directors’ and Officers’ Liability Insurance is maintained for all Directors.
BOARD BALANCE AND INDEPENDENCE
Details of the Directors, including their qualifications and experience, are set out in the Board of Directors
section of this report. The Board currently comprises the Chairman, one Executive Director and a Non-
Executive Director.
The Board reviews the independence of its Non-Executive Directors on an annual basis and has concluded
that all Non-Executive Directors continue to demonstrate their independence.
In the Company’s view, the breadth of experience and knowledge of the Chairman and the Non-Executive
Director and their detachment from the day-to-day issues within the Company provide a sufficiently strong
and experienced balance with the executive members of the Board.
CHAIRMAN
Provide effective leadership and maintain a culture of openness, debate and constructive challenge
Set the agenda, style and tone of Board meetings and ensure Directors receive timely, accurate
and clear information to assist decision-making
Monitors the Board’s effectiveness
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
24
CHIEF EXECUTIVE OFFICER
Day-to-day responsibility for managing the business of the Group
Recommend the Group’s strategy to the Board and implements the agreed strategy across the
Group
Provide regular updates to the Board on all operational matters of significance
Deliver the Company’s ESG strategy
Ensure effective communication with the Group’s shareholders and stakeholders
NON-EXECUTIVE DIRECTORS
Act as a sounding board to the Chairman
Evaluate the Chairman’s performance as part of the annual Board evaluation process
Provide independent judgement, knowledge and commercial experience to discussions and
decision-making
Provide constructive challenge to Executive Directors and scrutinise the performance of
management against key objectives
Provide oversight of the Group’s strategy
BOARD AND COMMITTEE STRUCTURE
Audit and Risk Committee
Meets at least three times a year
Chairman – Jeremy Earnshaw
Members – David Izett (CEO in attendance by invitation)
Nomination Committee
Meets at least once a year
Chairman – David Izett
Members – Jeremy Earnshaw
Remuneration Committee
Meets at least once a year
Chairman – David Izett
Members – Jeremy Earnshaw
Terms of reference for all committees are available on the Company’s website.
BOARD AND COMMITTEE MEETINGS
The majority of the directors attended all six board meetings held during the year. As members of the
Company’s Committees both David Izett and Jeremy Earnshaw attended all four audit committee
meetings, one remuneration committee meetings, and one nomination committee meeting.
Directors who served during the year and to the date of this report are as follows:
David Izett
Jeremy Earnshaw
Jason Upton
Yiu Tak (Peter) Cheung
1
Anthony Unsworth
2
Stuart Ormisher
3
BOARD
AUDIT AND RISK
COMMITTEE
NOMINATION
COMMITTEE
REMUNERATION
COMMITTEE
SENIOR LEADERSHIP TEAM
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
25
1 - Resigned on 30 April 2024
2 – Resigned on 16 February 2024
3 – Appointed on 8 February 2024 and resigned on 28 March 2024
In advance of Board meetings, an agenda is sent out to each member along with up-to-date financial and
commercial information, management accounts, budgets and forecasts, details of potential or proposed
acquisitions and disposals, cash flow forecasts and details of funding availability.
Each Board meeting includes the Executive Directors and Senior Leadership providing key updates on their
areas of responsibility.
The Committee Chairs highlight any matters that require consideration of the Board, which are added to
the agenda of the next scheduled Board meeting, or if required an ad hoc meeting called.
DIRECTORS’ INSURANCE AND INDEMNITY
The Group maintains Directors’ and Officers’ liability insurance which gives appropriate cover for any legal
action brought against its Directors. In accordance with Section 234 of the Companies Act 2006, qualifying
third party indemnity provisions are in place for the Directors in respect of liabilities incurred as a result of
their office to the extent permitted by law.
POLITICAL DONATIONS
No political donations have been made during this financial year.
AUDITOR
Our External Auditor is KPMG Audit LLC, and they were appointed in financial year 2021. The Committee
considers the external Auditor to be independent. In the current financial year, the External Auditor did not
provide any non-audit services to the Company.
In accordance with Section 489 of the Companies Act 2006, a resolution for the re-appointment of KPMG
Audit LLC as auditor of the Company is to be proposed at the forthcoming Annual General Meeting.
GOING CONCERN
Notwithstanding net current liabilities of £6.3m (excluding inventory balances totalling £13.3m) as at 30
June 2024 (2023: £5.8m (excluding inventory balances totalling £16.6m), a loss for the year then ended of
£3.4m (2023: £2.4m) and operating cash inflow for the year of £1.5m (2023: outflow £1.2m), the financial
statements have been prepared on a going concern basis which the directors consider to be appropriate
for the following reasons.
The Directors have prepared a cash flow forecast on a consolidated basis for the period to 31 December
2025 which indicates that, taking account of reasonably possible downsides, the Group will have sufficient
funds to meet its liabilities including loans and loan note, as they fall due for that period using the proceeds
from:
• existing resources held by the Group (including funds drawn down on external loan facilities and
the loan facility to be provided by OH UK Holdings Limited(“OHUK”) as detailed in notes 19 and
23);
• the implementation of the proposed restructure of the Group outlined in note 23, which includes
the refinancing of Group shareholder loan with a related party, the disposal of completed
inventory, the acquisition of an equity stake in the One Victoria, Manchester property development
project, the waiver of a portion of the existing shareholder loan and the provision of continuing
shareholder financial support via related party;
• the forecast continued sale of development property inventory (net of repayment of related
construction finance loans (note 19)); being the Seaton House Stockport, Churchgate Leicester and
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
26
Victoria Road, Eccleshill and sales of units in the One Victoria development property on completion
in line with management estimates for timing and quantum;
• in the event of need the Directors consider that mitigating actions are required, actions available
to the Group would include realising development property inventory via auction and/or
refinancing of the post restructure of the remaining 3
rd
party loan due to expire in March 2025 and
also the Loan Note due to expire in March 2025;
• in the event of need, continued financial support from both also its parent company, One Heritage
Property Development Limited (“OHPD”), and OHUK to meet its liabilities as they fall due for that
period. OHUK have confirmed that their loans due to mature in December 2025 will not be
demanded for repayment until such a time that the Group can afford to repay them without
impacting on its going concern. OHUK have also confirmed the potential to draw down on
additional flexible funding support of up to £1.0m.
As with any company placing reliance on other group/related entities for financial support, the Directors
acknowledge that there can be no certainty that this support will continue although, at the date of approval
of these financial statements, they have no reason to believe that it will not do so.
Consequently, and based upon events after the reporting date referenced in Note 23, the Directors are
confident that the Company and its subsidiaries will have sufficient funds to continue to meet their liabilities
as they fall due for at least 12 months from the date of approval of the financial statements and therefore
have prepared the financial statements on a going concern basis.
SHARE CAPITAL AND PRINCIPAL SHAREHOLDER
The number of shares in issue as at the date of publication of this report was 38,678,333 ordinary shares of
1 pence, each with one vote.
One Heritage Property Development Limited is the Company’s principal shareholder, holding a total of
25,200,000 ordinary shares, representing 65.15% of the voting rights attached to the current issued share
capital of the Company.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
27
DIRECTORS’ REPORT
Nomination Committee report
The Nomination Committee supports the composition, succession and competences of the Board and
Senior Leadership. This committee has two members: the chair, David Izett, and Jeremy Earnshaw.
PURPOSE AND KEY RESPONSIBILITIES
• Regularly review the structure, size, and composition (including the skills, knowledge, experience,
and diversity) of the Board;
• Consider and recommend succession planning for Directors and other senior executives in the
course of its work, taking into account the challenges and opportunities facing the Company, and
the skills and expertise needed on the Board in the future;
• Keep under review the leadership needs of the organisation, both executive and non-executive,
with a view to ensuring the continued ability of the organisation to compete effectively in the
marketplace; and
• Responsible for identifying and nominating for the approval of the Board, candidates to fill Board
vacancies as and when they arise.
ACTIVITIES DURING THE YEAR
The Nomination Committee held one meeting in this financial year on 16
th
May 2024. Succession planning
was reviewed and discussed however given the size, stage of development and age of the Company no
actions were recommended. While no formal structured continuing professional development programme
has been established for the non-executive Directors, every effort is made to ensure that they are fully
briefed before meetings on the Company’s business. In addition, they receive updates from time to time
from the Executive Director on specific topics affecting the Company and from the Company Secretary on
recent developments in corporate governance and compliance.
The Company’s Articles of Association provide for each Director to retire from office at the third annual
general meeting (“AGM”) after the AGM at which he or she was previously appointed or reappointed. The
Nomination Committee has recommended that in line with best Corporate Governance practice, all
Directors will offer themselves for re-election by the shareholders at the third annual general meeting after
the AGM at which he or she was previously appointed or reappointed. Given the recent changes to Board
composition during the year, it was felt that a Board evaluation would not provide added value, but this
will be kept under review for the year ahead.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
28
DIRECTORS’ REPORT
Audit and Risk Committee report
The Audit and Risk Committee role is to assist the Board in discharging its duties and responsibilities for
financial reporting, internal control and the appointment and remuneration of an independent external
Auditor. This committee has two members: Jeremy Earnshaw as the chair and David Izett . In October 2022,
the Audit and Risk Committee decided that only NEDs would be members of the ARC therefore the
Executive Directors are only able to attend by invitation.
PURPOSE AND KEY RESPONSIBILITIES
Monitor the integrity of the financial statements of the Company, including its annual and half-
yearly reports, interim management statements, preliminary announcements and any other formal
statements relating to its financial performance;
Review the effectiveness of the Group’s system of internal financial controls that identify, assess,
manage, and monitor financial risks, and other internal control and risk management systems;
Consider and make recommendations to the Board, for it to put to shareholders for their approval
at the AGM, in relation to the appointment, re-appointment and removal of the Company’s external
auditor; and
Review the adequacy and security of the Company’s arrangements for its employees to raise
concerns, in confidence, about possible wrongdoing in financial reporting or other matters.
ACTIVITIES DURING THE YEAR
The Audit and Risk Committee held four meetings during the financial period to 30 June 2024. The
highlights included:
- Reviewing and recommending approval of the Annual and Interim Report to the Board for release
to the market;
- Approving a detailed timetable for the annual audit and setting regular milestones to be met by
the Executive Directors, Senior Leadership and Auditors; and,
- Reviewing the Company’s Risk Register and ensuring that the Executive Director’s and Senior
Leadership are effectively managing risks in the Company.
SIGNIFICANT ISSUES CONSIDERED IN RELATION TO THE FINANCIAL STATEMENTS
-
Impairment of inventory - developments
: The Audit and Risk Committee highlighted that there is
a significant risk around the carrying value of the inventory balances. The analysis required
references to information that is inherently judgemental using varying levels of estimation and
therefore may be subject to management bias. During the period, the Audit and Risk Committee
reviewed all assumptions used and sought independent advice, where required, to ensure that the
values used were in line with market expectations.
-
Going concern
: The Committee reviewed, challenged and concluded on the Group’s going concern
review. This process included giving due consideration to the appropriateness of key judgements,
assumptions and estimates underlying the budgets and projections that underpin the Group’s
going concern assessment.
-
Recoverability of Parent Company’s loan to and investment in subsidiaries
: The Committee noted
the materiality of the balances. It was judged, after reviewing the financial information of the
subsidiaries, that the risk was low.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
29
RISK MANAGEMENT
The Board is responsible for maintaining a sound system of internal control and risk management. Such a
system is designed to manage, but not eliminate, the risk of failure to achieve business objectives. There
are inherent limitations in any control system and, accordingly, even the most effective system can provide
only reasonable, and not absolute, assurance.
An ongoing process is in place for identifying, evaluating and managing risk and the Board is satisfied that
this accords with relevant corporate governance guidance. Key features of the Group’s system of internal
control are as follows:
Defined organisational responsibilities and authority limits. The day-to-day involvement of the
Executive Directors in the running of the business ensures that these responsibilities and limits are
adhered to;
Financial and operating reporting to the Board, including the preparation of budgets and forecasts,
cash management, variance analysis, property, taxation, and reports on financing. Year-end and
interim financial statements are reviewed by the Audit Committee and discussed with the Group’s
Auditor, KPMG Audit LLC, before being submitted to the Board for approval;
Review and approval of the Company’s risk register by the Group’s management team, the Audit
and Risk Committee and the Board;
Anti-Bribery and Corruption policies which are communicated to all staff and for which compliance
reviews are conducted on an annual basis; and
The Group’s whistleblowing policy.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
30
DIRECTORS’ REPORT
Remuneration Committee report
The Remuneration Committee agrees the framework for the remuneration of the Chairman, Non-Executive
Directors and the Executive Directors. The Committee approves salaries and sets the levels, conditions and
performance objectives for the annual bonus and share awards for Executive Directors. The Committee
also reviews the remuneration of the senior leadership below Board level. It also makes recommendations
to the Board on matters that require shareholder approval. This committee has two members: the chair,
David Izett and Jeremy Earnshaw.
PURPOSE AND KEY RESPONSIBILITIES
Responsibility for setting the remuneration policy for all Executive Directors and recommend and
monitor the level and structure of remuneration for the Senior Leadership; and
Review and monitor any significant changes to the benefit structure of the Company and review
its appropriateness to a Company of this size and scope.
ACTIVITIES DURING THE YEAR
The Remuneration Committee met once in the financial period to 30 June 2024. It reviewed the overall
Group’s remuneration that was proposed by the Executive Directors.
REMUNERATION FOR THE YEAR (AUDITED)
During the financial year the Directors of the Company were paid short-term benefit payments in the form
of cash and benefits in kind and two Directors were paid a pension benefits as described below. There were
no other forms of remuneration. A summary of the audited remuneration is below:
£ unless stated
Year ended 30 June
Salary
2024
Salary
2023
Taxable
benefits
2024
Taxable
benefits
2023
Pension
benefits
2024
Pension
benefits
2023
Total
remuneration
2024
Total
remuneration
2023 (r)
Jason Upton
Bonus
116,667
-
95,833
500
385
208
1,321
1,321
118,373
97,862
Yiu Tak Cheung*
Bonus
12,500
-
15,000
500
416
-
-
-
12,916
15,500
Anthony Unsworth*
Bonus
82,051
-
115,794
250
629
340
881
1,211
83,561
117,595
Stuart Ormisher^
19,833
-
47
-
-
-
19,880
-
David Izett
30,000
29,167
-
-
-
-
30,000
29,167
Jeremy Earnshaw
25,000
25,000
-
-
-
-
25,000
25,000
286,051 282,044 1,477 548 2,202 2,532 289,730
285,124
These payments are in line with the disclosures in the Financial Statements.
*remuneration for period from 1 July 2023 to date of leaving.
^ remuneration for period 8 February 2024 to 24 March 2024.
(r) Restated. The total remuneration as at 30 June 2023 have been restated to now include taxable benefits
and bonus.
Bonus payments
During the year Jason Upton received a bonus payment of £nil (FY 2023: £500), Yiu Tak Cheung £nil (FY
2023: £500) and Anthony Unsworth £nil (FY 2023: £250). All bonus payments received in FY 2023 were
discretionary and in line with bonus payments made to all members of staff.
Pension benefits
Pension benefits comprise Employer contributions into the Group’s defined contribution pension scheme.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
31
DIRECTORS’ INTERESTS IN SHARES
The beneficial interests of the Directors in the ordinary shares of the Group are set out below:
No. unless stated
30 June
2024
30 June
2023
Jason Upton 1,100,000 1,100,000
Yiu Tak Cheung* - 25,200,000
David Izett - -
Jeremy Earnshaw - -
Anthony Unsworth - -
1,100,000 26,300,000
*Yiu Tak (Peter) Cheung has an indirect interest in the Group through his 38.33 per cent. shareholding in
One Heritage Holding Group Limited, which owns 100 per cent of the Group’s parent company, One
Heritage Property Development Limited.
NON-EXECUTIVE DIRECTORS’ LETTERS OF APPOINTMENT
The following table provides details of the Non-Executive Directors’ letters of appointment:
£ unless stated
Date of appointment letter
David Izett 23 December 2020
Jeremy Earnshaw 18 March 2022
Each Non-Executive Director is appointed for an initial term of three years, subject to agreement,
satisfactory performance, and re-election by shareholders. The Non-executive Directors’ letters of
appointment provide for termination by either party by giving the other not less than three months’ notice
in writing.
POLICY REPORT
This section of the Directors’ remuneration report sets out the Group’s remuneration policy for Directors,
in line with industry best practice and the three-year Policy cycle the Company agreed at the AGM held on
19 November 2021 and applied for three years from this date. Accordingly, the remuneration policy outlined
within this report has been updated and is subject to approval by shareholders at the upcoming Annual
General Meeting (AGM). Any changes will take effect only upon receiving shareholder approval at the AGM.
The continued review of the following benefits is a priority and critical to retain and hire talent, and the
process has begun with external consultants to put an option scheme in place which will be subject to
performance criteria; the Remuneration Committee hopes that this will be concluded at the end of Quarter
4 2024.
The remuneration policy is designed to meet the following objectives:
- Promote the long-term success of the Group;
- Attract, motivate, and retain high-performing employees;
- Strike an appropriate balance between risk-taking and reward;
- Reward the achievement of the overall business objectives of the Group;
- Align employees’ interests with those of shareholders and other stakeholders; and,
- Be consistent with the Group’s risk policies and systems to guard against inappropriate risk-taking.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
32
Element Purpose and strategy Operation Maximum Performance
metrics
Base Salary
Sufficient to attract
and retain
management of the
calibre required to
deliver the
Company’s strategy.
Normally reviewed
annually with any
increases taking effect
from January.
When determining base
salary levels,
consideration is given to:
• Pay increases
for other
employees
within the
company
• An individual’s
performance
• An individual’s
responsibilities
Market benchmarking,
considering sector and
geographic factors to
ensure competitive and
fair compensation
Under extraordinary
circumstances, the
Remuneration Committee
has complete
discretion to guarantee
that
remuneration accurately
reflects overall business
performance, creates
value, and serves the
interests of shareholders.
The Remuneration
Committee retains the
authority to use
downward discretion to
align with company
performance
Increases will normally be
the equivalent to the
average salary increase
for employees, other than
in circumstances at the
remuneration
committee’s discretion,
for example:
- Increase in
responsibility
- Increase to reflect the
individual’s
development and
performance in the
role
Alignment to market level
Individual
performance
considered by
the
Remuneration
Committee
when setting
and reviewing
salaries.
Benefits
Provides a
competitive and cost-
effective benefits
package to
management to
assist them to carry
out their duties
effectively.
Benefits may include a
car benefit (or cash
equivalent), phone
allowance and payment
of any memberships
required for the proper
performance of the
individual’s role.
The range of benefits
provided to employees
may be revised or
expanded based on
market conditions,
individual role
requirements, or changes
in business strategy.
Management has the
discretion to introduce
additional benefits or
amend current ones, in
alignment with both
employee engagement
goals and the company's
financial performance.
Set at a level to ensure
benefits are:
- Appropriately
positioned against
comparable roles in
companies of a
similar size.
- Sufficient level of
benefit for the role.
- Appropriate to an
individual’s
performance and/or
potential
None.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
33
Pension
To provide a
contribution to
retirement.
Management may opt
into the Company’s
pensions scheme.
The Company will
maintain a defined benefit
pension scheme
Pension contributions for
all employees, including
management, comply
with the requirements of
UK automatic enrolment
legislation. The standard
contribution rate is
currently set at 3% of
qualifying earnings;
however, the Group
intends to increase
contributions for all staff
to align with or exceed
market standards over
time. Employees may
voluntarily increase their
contributions, and
management is entitled to
enhanced contributions as
outlined in their executive
contracts. The Group
remains committed to
meeting or surpassing the
minimum contribution
rates required by UK law,
with flexibility to adjust
contributions as needed
to reflect market
conditions and employee
needs.
None
Bonus
Incentivise high
levels of
performance,
focussed on the
Company’s strategies
and
financial/operational
measures which will
promote the long-
term success of the
business.
Total pay-out at this level
is determined by the
Remuneration Committee
after the year-end based
on performance.
Bonuses will be paid out
once the annual financial
results have been audited
and approved by the
Remuneration
Committee.
In exceptional
circumstances, such as
extraordinary individual
performance or
unforeseen business
achievements, the
Remuneration Committee
may authorise early
bonus payments. These
payments are subject to
board approval and must
align with the Company’s
financial policies.
The Remuneration
Committee reserves the
right to defer bonus
payments if:
• The audited
results do not
meet predefined
performance
thresholds.
Maximum bonus
opportunity for
Management will not
exceed 150% of base
salary.
The current maximum
bonus opportunities are:
- CEO 100%
- Group Head of
Development
100%
- Group
Investment
Director
- Head of
Finance/Finance
Director 50%
Increases above the
current maximum
opportunities may take
account of:
- Increase in
responsibility
- Increase to reflect the
individual’s
development and
performance in the
role
Alignment to market
level.
The bonus
opportunity
will be based
on corporate
and financial
KPIs, with the
remainder of
the bonus
based on
individual
performance.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
34
•
There are
ongoing
financial
uncertainties or
significant
changes in
business
strategy.
• Any
discrepancies or
issues are
identified during
the audit
process that
require further
investigation.
At the discretion of the
Remuneration Committee
a minimum of one-third
of any annual bonus
earned by Management is
delivered in deferred
share awards, with the
remainder delivered in
cash. The deferral period
is two years. Any
dividends are paid to
participants on the
deferred shares during
the deferral period.
Long term
incentive
plan “LTIP”/
SAYE plan
Individuals provided
with the opportunity
to voluntarily invest
in Company Shares.
Incentivises and
rewards Executives
for the delivery of
longer-term strategic
objectives and to
reward substantial
relative and absolute
increases in
shareholder value.
The Remuneration
Committee may introduce
additional share-based
incentives or LTIPs (Long-
Term Incentive Plans), to
reward performance over
multi-year horizons,
aligning management
and employee interests
with long-term
shareholder value
creation
If the Company opts to
implement a Save as you
Earn (SAYE) plan, or any
other similar plan,
Executive Directors and
Senior Directors will be
eligible to participate on
the same terms as all
other employees.
As per the rules of the
plan and in accordance
with HMRC limits
None
Share
ownership
requirements
Alignment of
Executives interests
with those of
shareholders.
Executive Directors are
expected to build and
maintain a shareholding
equivalent in value to no
less than 200% of base
salary.
After ceasing
employment
Management must
normally retain a level of
shareholding for two
years equivalent to the
Not applicable
Not
applicable
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
35
lower of 200% of salary,
and the level of
shareholding on ceasing
employment with the
Company. Self-purchased
shares are excluded from
this requirement.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
36
DIRECTORS’ REPORT
Statement of Directors’ Responsibilities
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 Company financial statements in accordance
with international accounting standards in conformity with the requirements of the Companies Act 2006
and applicable law and have elected to prepare the parent Company financial statements in accordance
with UK accounting standards and applicable law (UK Generally Accepted Accounting Practice), including
FRS 101 Reduced Disclosure Framework.
Under company law the Directors must not approve the financial statements unless they are satisfied that
they give a true and fair view of the state of affairs of the Group and parent Company and of the Group’s
profit or loss for that period. In preparing each of the Group and parent Company financial statements, the
Directors are required to:
select suitable accounting policies and then apply them consistently;
make judgements and estimates that are reasonable, relevant, and reliable;
for the Group financial statements, state whether they have been prepared in accordance with
international accounting standards in conformity with the requirements of the Companies Act 2006
and, as regards the Group financial statements, International Financial Reporting Standards;
for the parent Company financial statements, state whether applicable UK accounting standards
have been followed, subject to any material departures disclosed and explained in the financial
statements;
assess the Group and parent Company’s ability to continue as a going concern, disclosing, as
applicable, matters related to going concern; and
use the going concern basis of accounting unless they either intend to liquidate the Group or the
parent Company or to cease operations or have no realistic alternative but to do so.
The Directors are responsible for keeping adequate accounting records that are sufficient to show and
explain the parent Company’s transactions and disclose with reasonable accuracy at any time the financial
position of the parent Company and enable them to ensure that its financial statements comply with the
Companies Act 2006. They are responsible for such internal control as they determine is necessary to
enable the preparation of financial statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such steps as are reasonably open to them to
safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also responsible for preparing a Strategic Report,
Directors’ Report, Directors’ Remuneration Report and Corporate Governance Statement that complies with
that law and those regulations.
The Directors are responsible for the maintenance and integrity of the corporate and financial information
included on the Company’s website. Legislation in the UK governing the preparation and dissemination of
financial statements may differ from legislation in other jurisdictions.
WEBSITE PUBLICATION
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.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
37
DIRECTORS’ RESPONSIBILITIES PURSUANT TO DTR4
The Directors confirm to the best of their knowledge:
The financial statements have been prepared in accordance with the applicable set of accounting
standards and Article 4 of the IAS Regulation and give a true and fair view of the assets, liabilities,
financial position, and loss of the Company.
The Annual Report includes a fair review of the development and performance of the business and the
financial position of the Company, together with a description of the principle risks and uncertainties
that it faces.
By order of the Board
Jason Upton
Chief Executive Officer
29 October 2024
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
38
FINANCIAL STATEMENTS
Independent Auditor’s Report to the Members of Zentra
Group PLC (previously One Heritage Group PLC)
Our opinion
We have audited the consolidated financial statements and Company financial statements of Zentra Group PLC
(previously One Heritage Group PLC) (the “Company”) and its subsidiaries (together, the "Group"), which comprise
the consolidated statement of financial position and Company’s balance sheet as at 30 June 2024, the consolidated
statement of comprehensive income, the consolidated and Company’s statement of changes in equity and
consolidated statement of cash flows for the year then ended, and notes, comprising material accounting policies
and other explanatory information.
In our opinion:
• the financial statements give a true and fair view of the state of the Group's and of the Company's affairs as at
30 June 2024 and of the Group's loss for the year then ended;
• the Group financial statements are properly prepared in accordance with UK-adopted international accounting
standards;
• the parent Company financial statements have been properly prepared in accordance with UK accounting
standards, including FRS 101 Reduced Disclosure Framework; and
• have been prepared in accordance with the requirements of the Companies Act 2006.
Basis for opinion
We conducted our audit in accordance with International Standards on Auditing (UK) (“ISAs (UK)”) and applicable
law. Our responsibilities are described below. We have fulfilled our ethical responsibilities under, and are
independent of the Company and Group in accordance with, UK ethical requirements including the FRC Ethical
Standard as applied to public interest entities. We believe that the audit evidence we have obtained is a sufficient
and appropriate basis for our opinion.
Key audit matters: our assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional judgment, were of most significance in the audit of
the consolidated financial statements and company financial statements and include the most significant assessed
risks of material misstatement (whether or not due to fraud) identified by us, including those 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 consolidated financial
statements and company financial statements as a whole, and in forming our opinion thereon, and we do not
provide a separate opinion on these matters. In arriving at our audit opinion above, the key audit matters were as
follows (unchanged from 2023):
The risk
Our response
Impairment of inventory -
developments
2024: £13,273,743 (2023
£16,566,922)
Refer to the Audit and Risk
Committee Report on page 28, note
5 accounting policy and note 13
disclosures.
Estimation uncertainty:
The carrying value of inventory is
determined by reference to a number
of assumptions such as sales values,
costs to complete that are inherent in
site forecasts and the level of
provisioning, if any, required for
impairment. These assumptions are
inherently subjective and therefore
may be open to management bias.
The effect of these matters is that, as
part of our risk assessment, we
Our audit procedures
included:
Internal Controls:
Documenting and assessing the
design and implementation of
the processes and controls
regarding impairment of
inventory;
Challenging management’s
assumptions and inputs:
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
39
The risk
Our response
determined that the assumptions
used in the impairment assessment
have a high degree of estimation
uncertainty, with a potential range of
reasonable outcomes greater than
our materiality for the financial
statements as a whole, and possibly
many times that amount.
Risk:
There is a risk that the carrying value
of inventory is overstated. The
carrying value of inventory is
assessed by management for
impairment by reference to current
market information and assumptions.
In performing the assessment,
management undertake quarterly
valuations to determine the expected
outcome of each development and
hence identify if any impairment is
required.
We critically assessed the
appropriateness of key
assumptions and the
commercial viability of sites as
determined by management
through comparison against
historic data and consideration
of current market conditions;
Assessing impairment model:
For incomplete development
sites we compared the actual
costs incurred to date to the
budgeted costs to complete
where relevant and agreed the
budgeted costs to construction
contracts where they had been
signed or completion of works
statements from contractors;
Forecast sales for each
development site were vouched
to pre-sales and bookings where
available and, where not
available, to budgeted sales
listings (and assessed for
reasonableness based on
market prices for similar
developments);
For each incomplete
development we recalculated
the impairment charge by
deducting the estimated costs to
complete from the estimated
selling price,
and where
complete, we compared actual
costs incurred to estimated
selling prices;
Assessing disclosures:
We considered the adequacy of
the group’s disclosures about
the economic and operational
circumstances
impacting the
carrying value of inventory
property.
Our results:
We found the results of our
testing and related disclosures in
respect of the impairment to be
satisfactory and the carrying
value of inventory recognised to
be acceptable.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
40
The risk
Our response
Going concern
Refer to the Audit and Risk
Committee Report on page 28 and
notes 3 and 1 disclosures in the
Group and Company financial
statements respectively.
Disclosure quality:
The financial statements explain
how the Board has formed a
judgement that it is appropriate to
adopt the going concern basis of
preparation for the Group and
parent Company.
That judgement is based on an
evaluation of the inherent risks to
the Group’s and Company’s
business model and how those
risks might affect the Group’s and
Company’s financial resources or
ability to continue operations over a
period of at least a year from the
date of approval of the financial
statements.
Risk:
The risks most likely to adversely
affect the Group’s and Company’s
available financial resources over
this period were:
• The implementation of the post
year end restructure of the group’s
inventory and debt financing (as
described in note 23);
• Continued support from a related
company (in the nature of a
confirmation from a related
company that their loan, due to
mature in December 2025, will not
be demanded for repayment until
such a time that the Group can
afford to repay them without
impacting on its going concern);
• The refinancing of a previous
construction loan on improved
terms to match forecast completion
dates of the related developments;
and
• The timely completion and sale of
property developments.
There are also less predictable but
realistic second order impacts,
such as the erosion of customer or
supplier confidence, which could
Our audit procedures included:
Consideration of whether these
risks could plausibly affect the
liquidity of the Group and Company
in the going concern period by
assessing the Directors’
sensitivities over the level of
available financial resources
indicated by the Group’s and
Company’s financial forecasts
taking account of severe, but
plausible, adverse effects that
could arise from these risks
individually and collectively.
Our procedures also included:
Funding assessment:
• Understanding the impact of the
proposed restructure to be
implemented post year end on the
financial position and forecasts of
the Group, and obtaining the
signed agreements implementing
those arrangements;
• Agreeing the committed level of
funding from current lenders in note
17 and new funding secured in note
23 to the facility agreements and
confirmed the balance drawn and
undrawn as at the year end;
• Agreeing post year-end receipts
from sale of units in completed
developments to bank statements,
repayment of the related
construction finance loans or
restructure agreements (as
described in note 23);
• Assessing whether the forecast
proceeds from the sale of
developments projected to
complete in the forecast period to
31 December 2025 (net of
repayment of related construction
finance loans), supplemented by
continued financial support from
the Company’
s parent company
and related company are sufficient
to provide the Group and Company
with sufficient liquidity to meet
committed expenditure in the
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41
The risk
Our response
result in a rapid reduction of
available financial resources.
The risk for our audit was whether
or not those risks were such that
they amounted to a material
uncertainty that may have cast
significant doubt about the ability of
the Group and the Company to
continue as a going concern. Had
they been such, then that fact
would have been required to have
been disclosed.
forecast period up to 31 December
2025;
Sensitivity analysis:
• Considering sensitivities over the
level of available financial
resources indicated by the Group’s
and Company’s financial forecasts
taking account of plausible (but not
unrealistic) adverse effects that
could arise from these risks
individually and collectively. We did
this by stress testing the identified
critical factors, namely delaying the
timing of the planned sales of
developments by 3 months;
Evaluating Directors’ intent:
• Evaluating the achievability of the
actions the Directors consider they
would take to improve the position
should the risks materialise, which
included realising property sales
via auction and availing the group
of the financial support commitment
from a related entity, taking into
account the extent to
which the
Directors can control the timing and
outcome of these;
Assessing transparency:
• Considering whether the going
concern disclosure in notes 3 and 1
to the group and company financial
statements respectively give a full
and accurate description of the
Directors’ assessment of going
concern, including the identified
risks and dependencies.
Our results:
We found the going concern basis
of preparation without any material
uncertainty to be appropriate and
the related disclosure in notes 3
and 1 of the Group and Company
financial statements respectively
adequately describe the
judgements, assumptions and
dependencies.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
42
The risk
Our response
Recoverability of parent
Company’s loans to and
investment in subsidiaries
Loans to subsidiaries £1,604,331
(2023 £3,033,711) and investment
in subsidiaries £nil (2023
£1,007,732)
Refer to the Audit and Risk
Committee Report on page 28, note
1 accounting policy and notes 3 and
4 disclosures in the Company
financial statements.
Low risk, high value:
The carrying value of the parent
Company’s loans to and
investment in subsidiaries
represents 99% of the parent
Company’s total assets. The
assessment of carrying value is not
at a high risk of significant
misstatement or subject to
significant judgement a
s the
carrying value is supported by the
net asset value of the subsidiaries
and the profits forecast to be made
on sale of the development
properties owned by the
subsidiaries (which are stated at
cost in the financial statements).
However, due to its materiality in
the context of the parent Company
financial statements, this is
considered to be the area that had
the greatest effect on our overall
parent Company audit.
Our audit procedures included:
Test of details:
Comparing the carrying amount of
100% of the parent Company’s
loans to and investments in
subsidiaries with the relevant
subsidiaries’ balance sheet and
budgets for the underlying
development properties to identify
whether their financial position
supported the carrying amount of
the parent Company’s loans to and
investments in those subsidiaries
and evaluating budgeted forecasts
in line with our knowledge of the
entity. This procedure was also
relevant for our assessment of
going concern.
Assessing disclosures:
We have also considered the
adequacy of the Company’s
disclosure of the circumstances
identified by management in
respect of the carrying value of the
investments and intercompany
loan receivable from the
subsidiary.
Our results:
The results of our testing were
satisfactory and we found the
carrying value and associated
disclosure of the investment in
subsidiary, following the provision
recognised by management, and
recoverability of parent Company’s
loans to be acceptable.
Our application of materiality and an overview of the scope of our audit
Materiality for the consolidated financial statements as a whole was set at £120,000 (2023: £147,000), determined
with reference to a benchmark of group total assets of £14,853,264 (2023: £19,251,448), of which it represents
approximately 0.81% (2023: 0.76%).
Materiality for the Company financial statements was set at £20,000 (2023: £40,000), determined with reference
to a benchmark of Company total assets of £2,093,631 (2023: £4,354,322), of which it represents approximately
0.92% (2023: 0.83%).
In line with our audit methodology, our procedures on individual account balances and disclosures were performed
to a lower threshold, performance materiality, so as to reduce to an acceptable level the risk that individually
immaterial misstatements in individual account balances add up to a material amount across the consolidated
financial statements as a whole. Performance materiality for Group was set at 65% (2023: 65%) of materiality for
the consolidated financial statements as a whole, which equates to £78,000 (2023: £95,500), which is lower than
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
43
the maximum of 75% per our methodology. This was to take into account the Group nature of the audit and resulting
increased level of aggregation risk from consolidation of the subsidiaries. For the Company, performance
materiality was set at 75% (2023: 75%), which equates to £15,000 (2023: £30,000). We applied this percentage in
our determination of performance materiality because we did not identify any factors indicating an elevated level of
risk.
We reported to the Audit and Risk Committee any corrected or uncorrected identified misstatements exceeding
£6,000 (2023: £7,350), for the consolidated financial statements and £1,000 (2023: £2,000) for the Company
financial statements, in addition to other identified misstatements that warranted reporting on qualitative grounds.
Our audit of the Group was undertaken to the materiality level specified above, which has informed our identification
of significant risks of material misstatement and the associated audit procedures performed in those areas as
detailed above.
The group team performed the audit of the Group as if it was a single aggregated set of financial information. The
audit was performed using the materiality level set out above and covered 100% of total group revenue, total group
profit before tax, and total group assets and liabilities.
Going concern
The Directors have prepared the consolidated financial statements and Company financial statements on the going
concern basis as they do not intend to liquidate the Group or the Company or to cease their operations, and as
they have concluded that the Group and the Company's financial position means that this is realistic. They have
also concluded that there are no material uncertainties that could have cast significant doubt over their ability to
continue as a going concern for at least a year from the date of approval of the consolidated financial statements
and the Company financial statements (the “going concern period").
An explanation of how we evaluated the Directors’ assessment of going concern is set out in the related key audit
matter in the key audit matters section of this report.
Our conclusions based on this work:
• we consider that the Directors' use of the going concern basis of accounting in the preparation of the
consolidated financial statements and Company financial statements is appropriate;
• we have not identified, and concur with the Directors' assessment that there is not, a material uncertainty
related to events or conditions that, individually or collectively, may cast significant doubt on the Group and
the Company's ability to continue as a going concern for the going concern period; and
• we have nothing material to add or draw attention to in relation to the Directors' statement in the notes to the
consolidated financial statements and Company financial statements on the use of the going concern basis of
accounting with no material uncertainties that may cast significant doubt over the Group and the Company's
use of that basis for the going concern period, and that statement is materially consistent with the consolidated
financial statements and Company financial statements and our audit knowledge. See the Key Audit Matter
with respect to going concern for additional detail.
However, as we cannot predict all future events or conditions and as subsequent events may result in outcomes
that are inconsistent with judgements that were reasonable at the time they were made, the above conclusions are
not a guarantee that the Group and the Company will continue in operation.
Fraud and breaches of laws and regulations – ability to detect
Identifying and responding to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud (“fraud risks”) we assessed events or conditions that could
indicate an incentive or pressure to commit fraud or provide an opportunity to commit fraud. Our risk assessment
procedures included:
• enquiring of management as to the Group’s policies and procedures to prevent and detect fraud as well as
enquiring whether management have knowledge of any actual, suspected or alleged fraud;
• reading minutes of meetings of those charged with governance; and
• using analytical procedures to identify any unusual or unexpected relationships.
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44
As required by auditing standards, we perform procedures to address the risk of management override of controls,
in particular the risk that management may be in a position to make inappropriate accounting entries. On this audit
we do not believe there is a fraud risk related to revenue recognition because the Group’s revenue streams are
simple in nature with respect to accounting policy choice, and are easily verifiable to external data sources or
agreements with little or no requirement for estimation from management. We did not identify any additional fraud
risks.
We performed procedures including:
• Identifying journal entries and other adjustments to test based on risk criteria and comparing any identified
entries to supporting documentation; and
• incorporating an element of unpredictability in our audit procedures.
Identifying and responding to risks of material misstatement due to non-compliance with laws and
regulations
We identified areas of laws and regulations that could reasonably be expected to have a material effect on the
consolidated financial statements and Company financial statements from our sector experience and through
discussion with management (as required by auditing standards), and from inspection of the Group’s regulatory
and legal correspondence, if any, and discussed with management the policies and procedures regarding
compliance with laws and regulations. As the Group is regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity’s procedures for complying with regulatory
requirements.
The Group is subject to laws and regulations that directly affect the consolidated financial statements and Company
financial statements including financial reporting legislation and taxation legislation and we assessed the extent of
compliance with these laws and regulations as part of our procedures on the related financial statement items.
The Group is subject to other laws and regulations where the consequences of non-compliance could have a
material effect on amounts or disclosures in the consolidated financial statements and Company financial
statements, for instance through the imposition of fines or litigation or impacts on the Group and the Company’s
ability to operate. We identified financial services regulation as being the area most likely to have such an effect,
recognising the regulated nature of the Group’s activities and its legal form. Auditing standards limit the required
audit procedures to identify non-compliance with these laws and regulations to enquiry of management and
inspection of regulatory and legal correspondence, if any. Therefore if a breach of operational regulations is not
disclosed to us or evident from relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of law or regulation
Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some
material misstatements in the consolidated financial statements and Company financial statements, even though
we have properly planned and performed our audit in accordance with auditing standards. For example, the further
removed non-compliance with laws and regulations is from the events and transactions reflected in the
consolidated financial statements and Company financial statements, the less likely the inherently limited
procedures required by auditing standards would identify it.
In addition, as with any audit, there remains a higher risk of non-detection of fraud, as this may involve collusion,
forgery, intentional omissions, misrepresentations, or the override of internal controls. Our audit procedures are
designed to detect material misstatement. We are not responsible for preventing non-compliance or fraud and
cannot be expected to detect non-compliance with all laws and regulations.
The Directors' Report and Strategic Report
The Directors are responsible for the Strategic Report and the Directors' Report. Our opinion on the consolidated
financial statements and Company financial statements do not cover those reports and we do not express an audit
opinion thereon.
Our responsibility is to read the Strategic Report and the Directors' Report and, in doing so, consider whether,
based on our consolidated financial statements and Company financial statements audit work, the information
therein is materially misstated or inconsistent with the consolidated financial statements and Company financial
statements or our audit knowledge. Based solely on that work:
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
45
•
we have not identified material misstatements in the Strategic Report and the Directors' Report;
• in our opinion the information given in those reports for the financial year is consistent with the consolidated
financial statements and Company financial statements; and
• in our opinion those reports have been prepared in accordance with the Companies Act 2006.
Matters on which we are required to report by exception
Under the Companies Act 2006, we are required to report to you if, in our opinion:
• adequate accounting records have not been kept, 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
• we have not received all the information and explanations we require for our audit.
We have nothing to report in these respects.
Respective responsibilities
Directors' responsibilities
As explained more fully in their statement set out on page 36, the Directors are responsible for: the preparation of
the consolidated financial statements and Company financial statements including being satisfied that they give a
true and fair view; such internal control as they determine is necessary to enable the preparation of consolidated
financial statements and Company financial statements that are free from material misstatement, whether due to
fraud or error; assessing the Group and 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 they either intend to
liquidate the Group or the Company or to cease operations, or have no realistic alternative but to do so.
Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether the consolidated financial statements and
Company financial statements as a whole are free from material misstatement, whether due to fraud or error, and
to issue our opinion in an auditor’s report. Reasonable assurance is a high level of assurance, but does not
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 the
consolidated financial statements and Company financial statements.
A fuller description of our responsibilities is provided on the FRC’s website at
www.frc.org.uk/auditorsresponsibilities
.
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46
The purpose of our audit work and to whom we owe our responsibilities
This report is made solely to the 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 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 Company and its members,
as a body, for our audit work, for this report, or for the opinions we have formed.
Edward Houghton (Senior Statutory Auditor)
For and on behalf of KPMG Audit LLC (Statutory Auditor)
Chartered Accountants
Isle of Man
29 October 2024
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47
FINANCIAL STATEMENTS
Consolidated statement of comprehensive income
For the year ended 30 June 2024
£ unless stated | Notes | Year to | Year to |
| 30 June 2024 | 30 June 2023 | ||
Revenue | 6,7 | ||
Revenue – developments | |||
Cost of sales | ( | ( | |
Cost of sales - developments | ( | ( | |
| Cost of sales – write down of inventory | 13 | ( | ( |
| Gross profit | | ||
| Administration expenses | 8 | ( | ( |
| Operating (loss) for the year | ( | ( | |
Finance expense | 10 | ( | ( |
(Loss) before taxation for the year | ( | ( | |
Taxation | 11 | ( | |
(Loss) after tax and comprehensive income for the year | ( | ( | |
Weighted average shares in issue over the period | |||
(Loss) per share (GBpence) | ( | ( | |
Diluted (loss) per share (GBpence) | ( | ( |
The accompanying notes on pages 51 to 78 form an integral part of the financial statements.
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48
FINANCIAL STATEMENTS
Consolidated statement of financial position
As at 30 June 2024
£ unless stated | Notes | 30 June 2024 | 30 June 2023 |
| ASSETS | |||
| Non-current assets | |||
Property, plant and equipment | 12 | ||
Intangible assets | |||
| Current assets | |||
Cash and cash equivalents | |||
Inventory – developments | 13 | ||
Trade and other receivables | 15 | ||
TOTAL ASSETS | |||
LIABILITIES | |||
| Non-current liabilities | |||
Borrowings | 17 | ||
| Current liabilities | |||
Trade and other payables | 18 | ||
Borrowings | 17 | ||
TOTAL LIABILITIES | |||
EQUITY | |||
Share capital | 21 | ||
Share premium | 21 | ||
Retained earnings | ( | ( | |
| TOTAL EQUITY | ( | ( | |
| TOTAL LIABILITIES AND EQUITY | |||
Shares in issue | |||
Net asset value per share (GBpence) | ( | ( |
These financial statements were approved by the board of directors on 29 October 2024 and were signed
on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes on pages 51 to 78 form an integral part of the financial statements.
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49
FINANCIAL STATEMENTS
Consolidated statement of cash flows
For the year ended 30 June 2024
£ unless stated | Notes | Year to | Restated Year to |
30 June 2024 | 30 June 2023 | ||
| Cash flows from operating activities | |||
Loss for the year before tax | ( | ( | |
| Adjustments for: | |||
Finance expense | 10 | ||
Profit on disposal of associate | 14 | ||
Loss on disposal of fixed assets | |||
Depreciation of property, plant and equipment | 8, 12 | ||
Amortisation of intangible asset | 8 | ||
| Movement in working capital: | |||
Decrease/(increase) in trade and other receivables | ( | ||
Decrease/(increase) in inventories^ | |||
(Decrease)/Increase in trade and other payables | ( | ||
Cash inflow/ (outflow) from operations | ( | ||
Taxation paid | ( | ||
Net cash generated from/(used in operating) | ( | ||
activities | |||
| Cash flows from investing activities | |||
Purchases of property, plant and equipment | 12 | ( | ( |
Net cash used in investing activities | ( | ( | |
| Cash flows from financing activities | |||
Issue of share capital | 21 | ||
Interest paid^ | 10, 17 | ( | ( |
Proceeds from borrowings* | 17 | ||
Borrowings repaid* | 17 | ( | ( |
Proceeds of related party borrowing* | 17 | ||
Related party borrowings repaid* | 17 | ( | ( |
Payments made in relation to lease liabilities | 12 | ( | ( |
Net cash (used in)/generated from financing | ( | ||
activities | |||
| Net change in cash and cash equivalents | ( | ( | |
| Opening cash and cash equivalents | |||
| Closing cash and cash equivalents |
^ Restated. Refer note 10.
* Restated. Refer note 17.
The accompanying notes on pages 51 to 78 form an integral part of the financial statements.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
50
FINANCIAL STATEMENTS
Consolidated statement of changes in equity
For the year ended 30 June 2024
| £ unless stated | Share | Share | Retained | Total |
capital | premium | earnings | Equity | |
Balance at 01 July 2023 | ( | ( | ||
Loss for the period | ( | ( | ||
Total comprehensive income for the year | ( | ( | ||
Balance at 30 June 2024 | ( | ( |
For the year ended 30 June 2023
| £ unless stated | Share | Share | Retained | Total |
capital | premium | earnings | Equity | |
Balance at 01 July 2022 | ( | |||
Loss for the period | ( | ( | ||
Total comprehensive income for the year | ( | ( | ||
Issue of share capital | ||||
Cost of share issue | ( | ( | ||
Balance at 30 June 2023 | ( | ( |
The accompanying notes on pages 51 to 78 form an integral part of the financial statements.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
51
FINANCIAL STATEMENTS
Notes to the consolidated financial statements
For the year ended 30 June 2024
2. Measuring convention
The financial statements are prepared on the historical cost basis except for financial assets at fair value
through profit or loss.
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52
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53
5. Material accounting policies
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54
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55
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56
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59
6. Operating segments
The Group operates four segments: Developments, Construction, Property Services and Corporate.
The accounting policies of the reportable segments are the same as the Group’s accounting policies
described in note 5.
All the revenues generated by the Group were generated within the United Kingdom and further detail is
contained within note 7.
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60
Segment information for these businesses is presented below. Segment operating profit or loss is used as
a measure of performance as management believe this is the most relevant information when evaluating
the performance of a segment.
For the financial year to 30 June 2024
| Property | ||||||
£ unless stated | Developments | Construction | services and | Corporate | Total | |
Lettings | ||||||
| Revenue – developments | 9,335,25 | 1 | 4,889,675 | 313,228 | 112,000 | 14,650,154 |
Cost of sales - developments | (8,839,354) | (4,656,096) | (162,213) | - | (13,657,663) | |
Impairment of inventory | (816,112) | - | - | - | (816,112) | |
Gross (loss)/profit | (320,215) | 233,579 | 151,015 | 112,000 | 176,379 | |
Depreciation | - | - | - | (104,750) | (104,750) | |
Administration expenses | (770,240) | - | (126,112) | (1,621,833) | (2,518,185) | |
Operating (loss)/profit | (1,090,455) | 233,579 | 24,903 | (1,614,583) | (2,446,556) | |
Finance expense | (369,943) | - | - | (747,291) | (1,117,234) | |
Taxation | - | - | - | 184,012 | 184,012 | |
(Loss)/Profit for the year | (1,460,398) | 233,579 | 24,903 | (2,177,862) | (3,379,778) |
For the financial year to 30 June 2023
| Property | ||||||
£ unless stated | Developments | Construction | services and | Corporate | Total | |
Lettings | ||||||
| Revenue – developments | 10,689,920 | 4,448,376 | 333,299 | 120,333 | 15,591,928 | |
Cost of sales - developments | (9,580,942) | (4,235,478) | (89,839) | - | (13,906,259) | |
Impairment of inventory | (1,094,576) | - | - | - | (1,094,576) | |
Gross profit/(loss) | 14,402 | 212,89 | 8 | 243,460 | 120,333 | 591,093 |
Depreciation | - | - | - | (103,984) | (103,984) | |
| Administration expenses | (532,900) | - | (411,682) | (1,161,455) | (2,106,037) | |
Operating (loss)/profit | (518,498) | 212,898 | (168,222) | (1,145,106) | (1,618,928) | |
Finance expense | (455,331) | - | - | (65,520) | (520,851) | |
Taxation | - | - | - | (250,473) | (250,473) | |
| (Loss)/Profit for the year | (973,829) | 212,898 | (168,222) | (1,461,099) | (2,390,252) |
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61
7. Revenue
£ unless stated | 30 June 2024 | 30 June 2023 |
| Revenue | ||
9,335,251 | 10,689,920 | |
Developments | ||
Development sales | 8,970,896 | 9,991,574 |
Development management | 364,355 | 698,346 |
Construction | 4,889,675 | 4,448,376 |
Property Services and Lettings | 313,228 | 333,299 |
Transaction services | 9,728 | 81,500 |
Lettings services | 303,500 | 251,799 |
Corporate | 112,000 | 120,333 |
14,650,154 | 15,591,928 | |
| Cost of sales | (9,655,466) | (10,675,518) |
Developments | ||
Development sales | (8,839,354) | (9,580,942) |
Impairment (note 13) | (816,112) | (1,094,576) |
Construction | (4,656,096) | (4,235,478) |
Lettings services | (162,213) | (89,839) |
(14,473,775) | (15,000,835) | |
Gross profit | 176,379 | 591,093 |
Developments
In the developments segment, £8,705,526 revenue was generated from external parties through the sale of
52 units in completed developments (2023: £9,766,522). The Lincoln House development sold 23 units
(2023: 52 units) during the year generating revenue of £3,061,461(2023: £6,496,522). The Oscar House
development sold 10 units (2023: nil) generating £2,421,480 in revenue (2023: £nil). The St Petersgate
development sold 17 units (2023: nil) generating £2,872,200 (2023: £nil) in revenue. The Bank Street
development sold 2 units (2023: 19 units) generating £350,385 (2023: £3,270,000) in revenue. The remainder
of the revenue was earned from unrelated parties in the form of rental income and related parties in the
form of development management fees.
Development management income arises from four development management agreements with related
companies; One Heritage Tower Limited, ACT Property Holding Limited, One Heritage Great Ducie Street
Limited and One Heritage North Church Limited:
-
One Heritage Tower Limited
: The Group earned a management fee of 0.75% of costs incurred to
date per month and a 10% share of net profit generated by the development through the agreement
with One Heritage Tower Limited. The Group is also entitled to 1% of any external debt or equity
funding raised on behalf of the development. In total £148,518 (30 June 2023: £134,599) of revenue
was generated in the year.
-
One Heritage Great Ducie Street Limited:
The Group earned a management fee of £206,160 (30
June 2023: £206,160) through the agreement with One Heritage Great Ducie Street and £nil (30
June 2023: £225,500) for external debt raised.
-
One Heritage North Church Limited
: The development agreement splits the fees into three
elements; 2% of total development cost (£9,677, 30 June 2023: £41,654), paid monthly over the
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
62
period of the development, 15% of net profit, paid on completion and 1% on any debt finance raised
(£nil, 30 June 2023: £31,650).
-
ACT Property Holding Limited
: The agreement has a 20% profit share of the net profit generated
by the development. The development generated £Nil (30 June 2023: £58,783) of profit share for
the Group.
With the exception of One Heritage North Church Limited which completed in the year to 30 June 2024 and
ACT Property Holding Limited which completed in the year to 30 June 2023, the Group has not recognised
any further revenue linked to the profit share element of these agreement as the transaction price is variable
and the amount cannot be reliably determined at this time. This is because the developments are in the
early stages of construction and there is too much uncertainty to reliably estimate expected revenue.
Construction
Construction generates revenue from two entities: Robin Hood Property Development Limited and One
Heritage North Church Limited. During the 2022 financial year, it signed an agreement with Robin Hood
Property Development Limited to undertake works on Co-Living properties. The Group receives a cost plus
5.0% margin on all works undertaken, recognising £863,681 (30 June 2023: £1,280,006) of revenue in the
year. The Group has undertaken work for One Heritage North Church Limited on a cost plus 5.0% margin
basis, this generated revenue of £4,021,266 (30 June 2023: £3,168,370) in the year.
The development and construction revenues have been generated through related parties.
Property Services and Lettings
Property Services generated revenue from management fees that are based on a percentage of gross rental
collected for clients and through transaction fees for each Co-Living property bought and sold for Robin
Hood Property Development Limited, a related party, generating £nil revenue in the financial year (30 June
2023: £115,818).
It also includes any rental income collected for properties owned by the Group.
Corporate
The Corporate revenue is from contracts signed with Robin Hood Property Development Limited,
generating revenue of £100,000 (30 June 2023: £108,333) and One Heritage Portfolio Rental Limited,
recognising revenue of £12,000 (30 June 2023: £12,000) and is in consideration for a range of administration
services and use of the Company’s office.
Total revenue generated from Robin Hood Property Development Limited, a related party, amounted to
£963,681 (30 June 2023: £1,280,006) for the year. This amounted to 7% (30 June 2023: 8%) of the total
revenue of the Group. This was derived from three segments of the Group, being construction, property
services and corporate (refer to note 7).
Revenue is measured based on the consideration specified in a contract with a customer. The Group
recognises revenue when it transfers control over a good or service to a customer.
The following table provides information about the nature and timing of the satisfaction of performance
obligations in contracts with customers, including significant payment terms, and related revenue
recognition policies.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
63
Type of product/service
Nature and timing of satisfaction of performance
obligations, including significant payment terms
Revenue recognition
policies
Development
management
Housing sales
Revenue from housing sales is recognised in profit
or loss when control is transferred to the customer.
Development management recognition is split
into three elements: management fee,
arrangement fees and a profit share on a final
transaction.
Management fee
The performance obligation is that the Group
remains the development manager on the site
and undertakes the scope of works in the
agreement. Payment is due on a monthly basis
after the service has been undertaken.
Arrangement fee
The performance obligation is at the point that the
service is completed. Payment is due after
completion.
Profit share
Assuming that the Group has performed the
scope of works effectively (its performance
obligation), it is entitled to a share of the profits at
the end of the project. The payment for this is
made at the end of the project.
No warranties are provided.
Revenue from housing
sales is recognised
when title of the
property passes to the
customer on legal
completion and the
performance obligation
associated with the
sale is completed.
Revenue for the
management fee is
recognised monthly as
long as the Group
continues to be the
development manager
during the relevant
calculation period.
Assuming that the
Group continues to be
the development
manager the Group
will look to recognise
income from a profit
share once the costs
and proceeds of a
particular site can be
reliably estimated and
unlikely to be reversed.
Construction revenue
The Group operates contracts where it charges
based on a cost incurred plus margin basis.
Revenue is recognised at the point that the cost is
incurred.
Payment is generally made within 30 days of the
invoice being raised.
Revenue is recognised
when the associated
cost is incurred.
Property Services –
Management fees and
other services
The Group offers property management services
to external landlords. These services are linked to
a percentage of the gross rental collected and any
additional services undertaken.
Management fee income is recognised at the
point that the service is provided.
Other income is recognised at the point that the
service is completed.
Payments for these services are made within 90
days of the service being undertaken.
Revenue is recognised
when service is
provided for
management fees and
at the point the service
is completed for other
services.
Corporate revenue
The Group provides services, which include
administration, reporting, risk management,
shared office space and other services, to related
parties. Revenue is recognised for the period in
which the service is undertaken.
Revenue is recognised
monthly as long as the
Group continues to
provide the service
during the relevant
calculation period.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
64
| £ unless stated | Year to | Year to |
30 June 2024 | 30 June 2023 | |
| Staff costs | 1,467,656 | 1,306,577 |
Depreciation and amortisation | 105,025 | 104,217 |
Auditors’ remuneration | 126,592 | 103,431 |
Other administration expenses | 923,662 | 695,796 |
2,622,935 | 2,210,021 |
| £ unless stated | Year to | Year to |
30 June 2024 | 30 June 2023 | |
| Services provided by the auditor | ||
- Interim audit of parent company and consolidated financial | 33,637 | 29,011 |
statements | ||
- Audit of parent company and consolidated financial statements | 92,955 | 74,420 |
126,592 | 103,431 |
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2024 | |
| The aggregate remuneration comprised: | ||
- Wages and salaries | 1,304,792 | 1,159,762 |
- National insurance | 143,113 | 129,537 |
- Pension costs | 19,751 | 17,278 |
1,467,656 | 1,306,577 | |
| Average number of employees | 30 | 28 |
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2023 | |
| Interest charged on lease liabilities | 9,645 | 12,607 |
Interest paid on borrowings | 1,482,411 | 2,064,587 |
Amount capitalised* | (374,822) | ^(1,556,343) |
1,117,234 | 520,851 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
65
| £ unless stated | Year to | Year to |
30 June 2024 | 30 June 2023 | |
| Tax (losses) | (3,563,790) | (2,390,252) |
Accumulated carried forward losses | 8,975,800 | 5,412,010 |
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2023 | |
| Income tax expense recognised in the period | (184,012) | (250,473) |
| Reconciliation of effective tax rate | ||
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2023 | |
| Loss for the year | (3,563,790) | (2,139,779) |
Tax using the UK corporate tax rate of 25% (2023: | (891,742) | (438,655) |
20.5%(blended rate)) | ||
Gross non-deductible expenses | 52,707 | 555,748 |
Current year losses for which no deferred tax | 717,931 | 133,380 |
asset was recognised | ||
Adjustments to tax charge in respect of previous | (183,596) | - |
periods | ||
Adjustments to tax charge in respect of previous | 120,688 | - |
periods’ deferred tax | ||
Total taxation (credit) /charge | (184,012) | 250,473 |
12. Property, plant and equipment
| As at 30 June 2024 | |||||
| £ unless stated | Right | Office | Fixtures and | Plant and | Total |
| of use | Equipment | fittings | equipment | ||
| Cost | |||||
At 30 June 2023 | 442,612 | 29,462 | 73,594 | 2,076 | 547,744 |
Additions | - | 4,164 | 120 | - | 4,284 |
Disposals | - | - | - | (1,586) | (1,586) |
At 30 June 2024 | 442,612 | 33,626 | 73,714 | 490 | 550,442 |
| Accumulated depreciation | |||||
At 30 June 2023 | 236,134 | 9,400 | 23,138 | 444 | 269,116 |
Charge for the period | 88,522 | 4,117 | 11,591 | 520 | 104,750 |
Disposals | - | - | - | (628) | (628) |
At 30 June 2024 | 324,656 | 13,517 | 34,729 | 336 | 373,238 |
| Carrying amount | |||||
At 30 June 2023 | 206,478 | 20,062 | 50,456 | 1,632 | 278,628 |
At 30 June 2024 | 117,956 | 20,109 | 38,985 | 154 | 177,204 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
66
| As at 30 June 2023 | |||||
| £ unless stated | Right | Office | Fixtures and | Plant and | Total |
of use | Equipment | fittings | equipment | ||
| Cost | |||||
At 30 June 2022 | 442,612 | 23,182 | 72,664 | 1,149 | 539,607 |
Additions | - | 6,280 | 930 | 927 | 8,137 |
At 30 June 2023 | 442,612 | 29,462 | 73,594 | 2,076 | 547,744 |
| Accumulated depreciation | |||||
At 30 June 2022 | 147,612 | 5,019 | 12,472 | 29 | 165,132 |
Charge for the period | 88,522 | 4,381 | 10,666 | 415 | 103,984 |
At 30 June 2023 | 236,134 | 9,400 | 23,138 | 444 | 269,116 |
| Carrying amount | |||||
| At 30 June 2022 | 295,000 | 18,163 | 60,192 | 1,120 | 374,475 |
At 30 June 2023 | 206,478 | 20,062 | 50,456 | 1,632 | 278,628 |
| Right of use asset | ||
£ unless stated | 30 June 2024 | 30 June 2023 |
| Amount recognised in the statement of financial position: | ||
| Right of use | ||
Buildings | 202,754 | 206,478 |
202,754 | 206,478 | |
| Lease liability | ||
Non-current | 116,131 | 193,109 |
Current | 86,623 | 86,623 |
202,754 | 279,732 | |
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2023 | |
Amount recognised in the statement of comprehensive income: | ||
Depreciation on right of use building | 88,522 | 88,522 |
Interest expense | 9,645 | 12,607 |
| Amount recognised in the statement of cash flow: | ||
Lease payments made | 86,623 | 86,623 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
67
13. Inventory - developments
| £ unless stated | 30 June 2024 | 30 June 2023 |
| Residential developments | ||
- Land | 3,427,634 | 4,895,358 |
- Construction and development costs | 8,406,730 | 9,547,628 |
- Capitalised interest | 1,439,379 | 2,123,936 |
13,273,743 | 16,566,922 |
The key estimates related to carrying value of inventory in relation to all development projects are estimated
selling prices of inventory based on recent transactions and market information, and construction costs to
complete based on current arrangements with contractors including contingencies.
Further to the impairment review which took place in previous financial years, due to expenditure exceeding
estimates, the Group has further impaired the value of its Bank Street, Oscar House and St Petersgate
developments. The impairment totalled £1,443,989 at 30 June 2024 (£2,392,136 at 30 June 2023) and the
charge for the year was £620,874 (30 June 2023: £1,094,576).
As a result of the decision to dispose of the Group’s interests in Churchgate and Seaton House, both of
these developments were written down to their estimated net realisable value resulting in an impairment
charge of £152,941 (30 June 2023: £nil). The estimated net realisable value of Seaton House is based on an
unconditional contract of sale (less estimated costs of sale). The estimated net realisable value of
Churchgate is based upon the value previously achieved in the market (less estimated costs of disposal).
£ unless stated | 30 June 2024 | 30 June 2023 |
Opening | - | 50,000 |
Reversal of write down of investment in associate | - | - |
Sale of investment in associate | - | (50,000) |
Closing | - | - |
£ unless stated | 30 June 2024 | 30 June 2023 |
| Trade receivables^ | 25,407 | 52,676 |
Other debtors | 392,827 | 1,132,525 |
Prepaid sales fees and commissions* | 55,200 | 474,289 |
Other prepayments and accrued income* | 385,219 | 94,399 |
VAT receivable | 35,206 | 51,636 |
Related party receivables^ | 418,617 | 294,644 |
1,312,476 | 2,100,169 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
68
£ unless stated | 30 June 2024 | 30 June 2023 |
| Total borrowings | 16,975,288 | 17,240,521 |
Less: cash and cash equivalents | (88,161) | (303,816) |
Net debt | 16,887,127 | 16,936,705 |
Total equity | (3,948,494) | (568,716) |
Net debt to equity ratio | N/A | N/A |
£ unless stated | 30 June 2024 | 30 June 2023 |
Non-current | ||
Lease liability (note 12) | 116,131 | 193,109 |
Related party borrowings | 10,981,484 | 11,378,938 |
11,097,615 | 11,572,047 | |
Current | ||
Lease liability (note 12) | 86,623 | 86,623 |
Loan | 5,791,050 | 5,581,851 |
5,877,673 | 5,668,474 | |
Total borrowings | 16,975,288 | 17,240,521 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
69
30 June 2024 | 30 June 2023 | ||||||
| Nominal | Maturity | Fair | Carrying | Fair | Carrying | ||
£ unless stated | Currency | interest | Date | value | amount | value | Amount |
rate | |||||||
Hampshire Trust | GBP | 10.8% | Mar 25 | 2,819,956 | 2,819,956 | - | - |
Bank Limited | |||||||
Funding 365 | GBP | 9.6% | Jun 25 | 2,471,094 | 2,471,094 | - | - |
Hampshire Trust | GBP | 9.3% | Apr 24 | - | - | 4,118,054 | 4,118,054 |
Bank Limited | |||||||
| One Heritage | |||||||
| Property | GBP | 7.0% | Dec 25 | 10,981,484 | 10,981,484 | 11,378,938 | 11,378,938 |
Development | |||||||
Loan Note | GBP | 8.0% | Mar 25 | 500,000 | 500,000 | - | - |
Corporate bond | GBP | 8.0% | Mar 24 | - | - | 1,463,797 | 1,463,797 |
16,772,534 | 16,772,534 | 16,960,789 | 16,960,789 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
70
| Liabilities | ||||
| £ unless stated | Other loans and | Lease | Share capital/ | |
borrowings | liabilities | Premium | Total | |
Balance as at 01 July 2023 | 16,960,789 | 279,732 | 5,140,108 | 22,380,629 |
| Changes from financing cash flows | ||||
Proceeds from loans and borrowings | 5,572,200 | - | - | 5,572,200 |
Repayment of loans and borrowings | (4,559,386) | - | - | (4,559,386) |
Proceeds from related party borrowings | 10,149,165 | - | - | 10,149,165 |
Repayment of related party borrowings | (11,350,234) | - | - | (11,350,234) |
Interest paid | (1,482,411) | - | - | (1,482,411) |
Payment of lease liabilities | - | (86,623) | - | (86,623) |
Total changes from financing cash flows | (1,670,666) | (86,623) | - | (1,757,289) |
| Other changes | ||||
| Liability related | ||||
Capitalised borrowing costs | 374,822 | - | - | 374,822 |
Interest expense | 1,107,589 | 9,645 | - | 1,117,234 |
Total liability-related other changes | 1,482,411 | 9,645 | 1,492,056 | |
Total equity-related other changes | - | - | - | - |
Balance as at 30 June 2024 | 16,772,534 | 202,754 | 5,140,108 | 22,115,396 |
| Liabilities | ||||
| £ unless stated | ^Other loans and | Lease | Share capital/ | |
| borrowings | liabilities | Premium | Total | |
| Balance as at 01 July 2022 | 15,567,293 | 353,748 | 3,893,008 | 19,814,049 |
| Changes from financing cash flows | ||||
Proceeds from issue of share capital | - | - | 1,247,100 | 1,247,100 |
Proceeds from loans and borrowings* | 8,725,789 | - | - | 8,725,789 |
Repayment of loans and borrowings* | (9,535,263) | - | - | (9,535,263) |
Proceeds from related party borrowings* | 12,177,035 | - | - | 12,177,035 |
Repayment of related party borrowings* | (9,974,065) | - | - | (9,974,065) |
Interest paid^ | (2,064,587) | - | - | (2,064,587) |
Payment of lease liabilities | - | (86,623) | - | (86,623) |
Total changes from financing cash flows | (671,091) | (86,623) | 1,247,100 | 489,386 |
Other changes | - | - | - | - |
| Liability related | ||||
Capitalised borrowing costs^ | 1,556,343 | - | - | 1,556,343 |
Interest expense | 508,244 | 12,607 | - | 520,851 |
Total liability-related other changes | 2,064,587 | 12,607 | - | 2,077,194 |
Total equity-related other changes | - | - | - | - |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
71
Balance as at 30 June 2023 | 16,960,789 | 279,732 | 5,140,108 | 22,380,629 |
£ unless stated | 30 June 2024 | 30 June 2023 |
| Trade payables | 653,156 | 778,994 |
Accruals | 918,264 | 192,439 |
Customer deposits | 67,950 | 1,302,276 |
Related party payable | 79,915 | 17,482 |
Other payable | 19,891 | - |
Tax payable | (440) | 250,473 |
PAYE payable | 87,734 | 37,979 |
1,826,470 | 2,579,643 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
72
Bank | Amount held | Standard and Poor’s | Moody’s | Fitch |
Barclays Bank UK Plc | 86,428 | A | A1 | A+ |
Revolut Bank | 1,513 | - | - | - |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
73
| As at 30 June 2024 | ||||||||
| £ unless stated | Carrying | Total | On | Within 1 year | 1-2 | 2-5 | 5+ | |
amount | demand | years | years | Years | ||||
Non-derivative | ||||||||
financial liabilities | ||||||||
Secured bank debt | 2,819,956 | 3,164,281 | - | 3,164,281 | - | - | - | |
Secured other debt | 2,471,094 | 2,471,094 | - | 2,471,094 | - | - | - | |
| Unsecured loan | 500,000 | 530,000 | - | 530,000 | - | - | - | |
note | ||||||||
Other borrowings | 10,981,484 | 12,193,530 | - | - | 12,193 | ,530 | - | - |
Lease payables | 202,754 | 202,754 | - | 86,623 | 116,131 | - | - | |
Trade payables | 1,826,470 | 1,826,470 | - | 1,826,470 | - | - | - | |
18,801,758 | 20,388,129 | - | 8,078,468 | 12,309,661 | - | - |
| As at 30 June 2023^ | |||||||||
| £ unless stated | Carrying | Total | On | Within 1 year | 1-2 | 2-5 | 5+ | ||
amount | demand | years | years | Years | |||||
Non-derivative | |||||||||
financial liabilities | |||||||||
Secured bank debt | 4,118,054 | 4,268,240 | - | 4,268,240 | - | - | - | ||
Unsecured | 1,463,797 | 1,543,797 | - | 1,543,797 | - | - | - | ||
corporate bond | |||||||||
Other borrowings | 11,378,938 | 12,634,852 | - | - | 12,634 | ,852 | - | - | |
Lease payables | 279,732 | 279,732 | - | 86,623 | 193,109 | - | - | ||
Trade payables | 2,579,644 | 2,579,644 | - | 2,579,644 | - | - | - | ||
19,820,165 | 21,306,265 | - | 8,478,304 | 12 | ,827 | ,961 | - | - |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
74
20. Directors’ remuneration
Taxable | Taxable | Pension | Pension | Total | Total | |||
| £ unless stated | Salary | Salary | benefits | benefits | benefits | benefits | remuneration | remuneration |
| Year ended 30 June | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 | 2024 | 2023 (r) |
Jason Upton | 116,667 | 95,833 | 385 | 208 | 1,321 | 1,321 | 118,373 | 97,862 |
Bonus | - | 500 | ||||||
Yiu Tak Cheung* | 12,500 | 15,000 | 416 | - | - | - | 12,916 | 15,500 |
Bonus | - | 500 | ||||||
Anthony Unsworth* | 82,051 | 115,794 | 629 | 340 | 881 | 1,211 | 83,561 | 117,595 |
Bonus | - | 250 | ||||||
| Stuart Ormisher^ | 19,833 | - | 47 | - | - | - | 19,880 | - |
| David Izett | 30,000 | 29,167 | - | - | - | - | 30,000 | 29,167 |
| Jeremy Earnshaw | 25,000 | 25,000 | - | - | - | - | 25,000 | 25,000 |
286,051 | 282,044 | 1,477 | 548 | 2,202 | 2,532 | 289,730 | 285,124 |
*remuneration for period from 1
st
July 2023 to date of leaving
^ remuneration for period 8
th
February 2024 to 24 March 2024
(r) Restated. The total remuneration as at 30 June 2023 have been restated to include taxable benefits and
bonus.
Bonus payments
During the year Jason Upton received a bonus payment of £nil (FY 2023: £500), Yiu Tak Cheung £nil (FY
2023: £500) and Anthony Unsworth £nil (FY 2023: £250). All bonus payments received in FY23 were
discretionary and in line with bonus payments made to all members of staff.
Pension benefits
Pension benefits comprise Employer contributions into the Group’s defined contribution pension scheme.
£ unless stated | 30 June 2024 | 30 June 2023 |
| Share capital (1p per share) | 386,783 | 386,783 |
Share premium | 4,753,325 | 4,753,325 |
5,140,108 | 5,140,108 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
75
| £ unless stated | Year to | Year to |
| 30 June 2024 | 30 June 2023 | |
| Short term employee benefits | 490,045 | 412,851 |
490,045 | 412,851 |
Company | Notes | Description |
ACT Property Developments | 7, 15 | Common directors, owned by the beneficial owners of |
| Limited | the Group | |
| Bee Kitchens Limited | 7, 15 | Common directors, owned by the beneficial owners of |
| the Group | ||
| Black Square Property Solutions | 7, 15 | Common directors, owned by the beneficial owners of |
| Limited | the Group | |
| Great Ducie Building | Common directors, owned by the beneficial owners of | |
| Management Limited | 7, 15 | the Group |
| Harley Street Developments | Common directors, owned by the beneficial owners of | |
| Limited | 7, 15 | the Group |
| Mosley Property Limited | Common directors, owned by the beneficial owners of | |
| 7, 15 | the Group | |
| Nicholas Street Developments | ||
| Limited | Common director, owned by the beneficial owners of | |
| North Church Building | 7, 15 | the Group |
| Management Limited | 7, 15 | Common director, owned by the beneficial owners of |
| OH Lincoln House Property | the Group | |
| Limited | Common director, owned by the beneficial owners of | |
| OH Oscar House Property | 7, 15 | the Group |
| Limited | 7, 15 | Common director, owned by the beneficial owners of |
| OH Portfolio Rental 1 Limited | the Group | |
| 7, 15 | Common director, owned by the beneficial owners of | |
| OH Property Development Hong | the Group | |
| Kong | 7, 15 | Common directors, owned by the beneficial owners of |
| One Heritage Alexander House | the Group | |
| Limited | 7, 15 | Common directors, owned by the beneficial owners of |
| One Heritage Blackley Mere | the Group | |
| Limited | Common directors, owned by the beneficial owners of | |
| One Heritage Great Ducie Street | 7, 15 | the Group |
| Limited | 7, 15 | Common directors, owned by the beneficial owners of |
the Group | ||
One Heritage North Church | 7,15 | Common directors, majority stake held by the beneficial |
Limited | owners of the Group | |
One Heritage Property | 7, 15 | Common director, owned by the beneficial owners of |
| Development Limited | the Group | |
| One Heritage Property Holding | 7, 15 | Common director, owned by the beneficial owners of |
Limited | the Group | |
One Heritage Property | 7,15 | Common director, owned by the beneficial owners of |
| Management Limited | 7, 15 | the Group |
| One Heritage Property Rental | Common director, owned by the beneficial owners of | |
the Group |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
76
One Heritage Property Services | 7,15 | Common directors, part owned by the beneficial |
| Limited | owners of the Group | |
One Heritage Tower Limited | ||
Robin Hood Property | 7,15 | Common directors, owned by the beneficial owners of |
| Development Limited | the Group | |
| Sakura Liverpool Limited | 7, 15 | Common directors, owned by the beneficial owners of |
the Group |
23. Events after the reporting date
On 4 July 2024 the One Heritage Seaton House Limited completed the sale of the building of Seaton
House, Stockport for £0.6m together and exchanged conditional contracts for the sale of the land to the
rear for £0.4m. The completion of the conditional sale is subject to the buyer obtaining planning
approval and overall total gross proceeds would therefore be £1.0m on which the Group would
recognise a loss after selling costs of £0.15m which has been provided for as part of the impairment
review undertaken at 30 June 2024 as outlined in note 13.
On 1 October 2024, the Group exchanged contracts unconditionally to acquire a 30% stake in the
company that owns the One Victoria project by purchasing shares to the value of £3.0m from One
Heritage Property Development Limited Hong Kong (“OHPD”). The acquisition will be funded by
drawing down £3.0m from the remaining shareholder loan facility (“Existing Facility”). The completion
date for the acquisition is 29 October 2024, which may be extended or brought forward by agreement
between the parties, with a long stop date of 8 November 2024.
Simultaneous to the investment in One Victoria, Manchester, the Group has also exchanged contracts
unconditionally on 1 October 2024 for the sale of a portfolio of completed residential and commercial
properties, valued at £7.0m, to OH UK Holdings Limited (“OHUK”), a company connected with OHPD.
This portfolio includes residential properties at Bank Street, Sheffield, Lincoln House, Bolton and Oscar
House, Manchester, as well as the commercial unit at St Petersgate, Stockport. The completion date
for the sale is 29 October 2024, which may be extended or brought forward by agreement between the
parties, with a long stop date of 8 November 2024. With £2.0m of debt linked to Oscar House as part of
this transaction, the net proceeds of the portfolio sale will reduce from £7.0m million to £5.0m million
and these proceeds will be utilised to reduce the Existing Facility from £14.0m million to £9.0m.
As part of this restructuring, One Heritage Property Developments Limited (“OHPD(UK)”) entered into
a new £7.0m loan agreement with OHUK on 01 October 2024 at an interest rate of 6%, i.e., lower than
the previous rate of 7%, such facility to become available from the date of the completion of the
property transactions outlined above. The loan has a repayment date of 31 December 2025, with an
option to extend for up to 36 months. OHUK is a related party, sharing the same majority shareholders
as the Company and OHPD. This new loan will be drawn down in full on completion and used to
partially repay the Existing Facility. The balance of approximately £2.0m of the Existing Facility will
then be written off by OHPD as part of the restructuring, and the Existing Facility will therefore be
settled in full at completion and terminated.
On 28 October 2024 One Heritage Bank Street Limited and One Heritage Lincoln House Limited and the
related party
OH UK Holdings 2 Limited entered into a 12-month loan facility agreement with Hilco Real
Estate Finance UK Ltd of £2.33m secured upon the completed properties held by those companies, of
which £1.6m is attributable to Bank Street Sheffield and Lincoln House Bolton.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
77
Company name | Business activity | Company | Ownership |
| number | |||
One Heritage Property Development | Property developer | 11982934 | 100.0% |
(UK) Limited | |||
One Heritage Churchgate Limited | Development company | 12114319 | 100.0% |
One Heritage Lincoln House Limited | Development company | 12434625 | 100.0% |
One Heritage Bank Street Limited | Development company | 12763845 | 100.0% |
One Heritage Oscar House Limited | Development company | 11331256 | 100.0% |
One Heritage St Petersgate Limited | Development company | 13154858 | 100.0% |
One Heritage Red Brick Limited | Property services | 13178461 | 100.0% |
One Heritage Property Services Limited | Property services | 13426415 | 100.0% |
One Heritage Seaton House Limited | Development company | 13520340 | 100.0% |
One Heritage Construction Limited | Construction company | 13761479 | 100.0% |
One Heritage Victoria Road Limited | Development company | 14172104 | 100.0% |
| St Petersgate Building Management | Dormant | 13979905 | 100.0% |
Limited | |||
Oscar House Building Management | Dormant | 13981057 | 100.0% |
Limited | |||
Liberty House Building Management | Dormant | 13986387 | 100.0% |
Limited | |||
| Lincoln House Building Management | Dormant | 12710283 | 100.0% |
Limited |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
78
Company name | Company number |
One Heritage Property Development (UK) Limited | 11982934 |
One Heritage Churchgate Limited | 12114319 |
One Heritage Lincoln House Limited | 12434625 |
One Heritage Bank Street Limited | 12763845 |
One Heritage Oscar House Limited | 11331256 |
One Heritage St Petersgate Limited | 13154858 |
One Heritage Red Brick Limited | 13178461 |
One Heritage Property Services Limited | 13426415 |
One Heritage Seaton House Limited | 13520340 |
One Heritage Construction Limited | 13761479 |
One Heritage Victoria Road Limited | 14172104 |
St Petersgate Building Management Limited | 13979905 |
Oscar House Building Management Limited | 13981057 |
Liberty House Building Management Limited | 13986387 |
Lincoln House Building Management Limited | 12710283 |
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
79
FINANCIAL STATEMENTS
Company balance sheet
As at 30 June 2024
£ unless stated Notes
As at 30 June
2024
As at 30 June
2023
INTANGIBLE ASSETS
Intangible assets 1,680 1,913
1,680 1,913
TANGIBLE ASSETS
Investments 2 - 1,007,732
- 1,007,732
OTHER NON-CURRENT ASSETS
Debtors 3 1,604,331 3,033,711
1,604,331 3,033,711
CURRENT ASSETS
Debtors 4 487,620 302,351
Cash at bank - 8,615
487,620 310,966
Creditors: amounts falling within one year 5 (2,101,141) (5,191,231)
Net current (liabilities) (1,613,521) (4,880,265)
Total assets less current liabilities (7,510) (836,909)
Net liabilities (7,510) (836,909)
CAPITAL AND RESERVES
Called up share capital 6
386,783
386,783
Share premium account
4,753,325
4,753,325
Profit and loss account (5,147,618) (5,977,017)
Shareholders’ deficit (7,510) (836,909)
These financial statements were approved by the board of directors on 29 October 2024 and were signed
on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes on pages 81 to 87 form an integral part of the financial statements
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
80
FINANCIAL STATEMENTS
Company statement of changes in equity
For the year ended 30 June 2024
£ unless stated
Called up
share capital
Share
premium
Profit and loss
account
Shareholders
Funds
Balance at 1 July 2023
386,783
4,753,325
(5,977,017)
(836,909)
Profit for the period
-
-
829,399
829,399
Total comprehensive income for
the period
386,783
4,753,325
(5,147,618)
(7,510)
Balance at 30 June 2024
386,783
4,753,325
(5,147,618)
(7,510)
For the year ended 30 June 2023
£ unless stated
Called up
share capital
Share
premium
Profit and loss
account
Shareholders
Funds
Balance at 1 July 2022
324,283
3,568,725
(294,081)
3,598,927
Loss for the period
-
-
(5,682,936)
(5,682,936)
Total comprehensive income for
the period
324,283
3,568,725
(5,977,017)
(2,084,009)
Issue of share capital
62,500
1,187,500
-
1,250,000
Cost of share issuance
-
(2,900)
-
(2,900)
Balance at 30 June 2023
386,783
4,753,325
(5,977,017)
(836,909)
The accompanying notes on pages 81 to 87 form an integral part of the financial statements.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
81
FINANCIAL STATEMENTS
Notes to the Company financial statements
For the year ended to 30 June 2024
1. Accounting policies
The following accounting policies have been applied consistently in dealing with items which are
considered material in relation to the financial statements, except as noted below.
General information
One Heritage Group plc is a public limited company, limited by shares, incorporated in England and Wales
under the Companies Act 2006 on 21 July 2020. The address of its registered office and principal place of
trading is 80 Mosley Street, Manchester, M2 3FX. The principal activity of the Company is a property
development holding company. The Company does not have any employees and is funded through the
issuance of share capital to investors.
Basis of preparation
These financial statements were prepared in accordance with Financial Reporting Standard 101 Reduced
Disclosure Framework (“FRS 101”).
In preparing these financial statements, the Company applies the recognition, measurement and disclosure
requirements of international accounting standards in conformity with the requirements of the Companies
Act 2006 (“Adopted IFRSs”) but makes amendments where necessary in order to comply with Companies
Act 2006 and has set out below where advantage of the FRS 101 disclosure exemptions has been taken.
Under Section s408 of the Companies Act 2006 the Company is exempt from the requirement to present its
own profit and loss account.
In these financial statements, the Company has applied the exemptions available under FRS 101 in respect
of the following disclosures:
Cash Flow Statement and related notes;
Certain disclosures regarding revenue;
Certain disclosures regarding leases;
Disclosures in respect of transactions with wholly owned subsidiaries;
Disclosures in respect of capital management;
The effects of new but not yet effective IFRSs;
Disclosures in respect of the compensation of Key Management Personnel; and
Disclosures of transactions with a management entity that provides key management personnel
services to the Company.
As the consolidated financial statements include the equivalent disclosures, the Company has also taken
the exemptions under FRS 101 available in respect of the following disclosures:
Certain disclosures required by IFRS 3 Business Combinations in respect of business combinations
undertaken by the Company in the current and prior periods;
Certain disclosures required by IFRS 13 Fair Value Measurement and the disclosures required by IFRS
7 Financial Instrument Disclosures; and
Certain disclosures required by IAS 36 Impairment of Assets
Going concern
Notwithstanding net current liabilities of £6.3m (excluding inventory balances totalling £13.3m) as at 30
June 2024 (2023: £5.8m (excluding inventory balances totalling £16.6m), a loss for the year then ended of
£3.4m (2023: £2.4m) and operating cash inflow for the year of £1.5m (2023: outflow £1.2m), the financial
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
82
statements have been prepared on a going concern basis which the directors consider to be appropriate
for the following reasons.
The Directors have prepared a cash flow forecast on a consolidated basis for the period to 31 December
2025 which indicates that, taking account of reasonably possible downsides, the Group will have sufficient
funds to meet its liabilities including loans and loan note, as they fall due for that period using the proceeds
from:
• existing resources held by the Group (including funds drawn down on external loan facilities and
the loan facility to be provided by OH UK Holdings Limited(“OHUK”) as detailed in notes 19 and
23);
• the implementation of the proposed restructure of the Group outlined in note 23, which includes
the refinancing of Group shareholder loan with a related party, the disposal of completed
inventory, the acquisition of an equity stake in the One Victoria, Manchester property development
project, the waiver of a portion of the existing shareholder loan and the provision of continuing
shareholder financial support via related party;
• the forecast continued sale of development property inventory (net of repayment of related
construction finance loans (note 19)); being the Seaton House Stockport, Churchgate Leicester and
Victoria Road, Eccleshill and sales of units in the One Victoria development property on completion
in line with management estimates for timing and quantum;
• in the event of need the Directors consider that mitigating actions are required, actions available
to the Group would include realising development property inventory via auction and/or
refinancing of the post restructure of the remaining 3
rd
party loan due to expire in March 2025 and
also the Loan Note due to expire in March 2025;
• in the event of need, continued financial support from both also its parent company, One Heritage
Property Development Limited (“OHPD”), and OHUK to meet its liabilities as they fall due for that
period. OHUK have confirmed that their loans due to mature in December 2025 will not be
demanded for repayment until such a time that the Group can afford to repay them without
impacting on its going concern. OHUK have also confirmed the potential to draw down on
additional flexible funding support of up to £1.0m.
As with any company placing reliance on other group/related entities for financial support, the Directors
acknowledge that there can be no certainty that this support will continue although, at the date of approval
of these financial statements, they have no reason to believe that it will not do so.
Consequently, and based upon events after the reporting date referenced in Note 23, the Directors are
confident that the Company and its subsidiaries will have sufficient funds to continue to meet their liabilities
as they fall due for at least 12 months from the date of approval of the financial statements and therefore
have prepared the financial statements on a going concern basis.
The above should be read in conjunction with note 3 to the consolidated financial statements.
The accounting policies set out below have, unless otherwise stated, been applied consistently to all periods
presented in these financial statements.
Measuring convention
The financial statements are prepared on the historical cost.
Significant judgements
The significant judgements with regard to going concern are the forecast timing of development property
inventory realisations by subsidiaries and continued provision of third party loan facilities to subsidiaries
and in the event it is needed the ability of the Company to be able to drawdown on the facility provided its
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
83
related party OH UK Holdings Limited. Management of the Company is not aware of any material
uncertainties that may cast significant doubt on the Company’s ability to continue as a going concern.
Therefore, the parent company financial statements continue to be prepared on the going concern basis.
For detail refer note 1 going concern.
Financial guarantees
A financial guarantee contract is initially recognised at fair value. At the end of each subsequent reporting
period, financial guarantees are measured at the higher of:
The amount of the loss allowance, and
The amount initially recognised less cumulative amortisation, where appropriate.
The amount of the loss allowance at each subsequent reporting period equals the 12-month expected credit
losses. However, where there has been a significant increase in the risk that the specified debtor will default
on the contract, the calculation is for lifetime expected credit losses.
Investment in subsidiary
Investment in subsidiaries are stated at cost less impairment and loans to subsidiaries are stated at
amortised cost less impairment.
Impairment
The carrying amounts of the Company’s non-financial assets are reviewed at each reporting date to
determine whether there is any indication of impairment. If any such indication exists, then the asset’s
recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair
value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their
present value using a pre-tax discount rate that reflects current market assessments of the time value of
money and the risks specific to the asset. For the purpose of impairment testing, assets that cannot be
tested individually are grouped together into the smallest group of assets that generates cash inflows from
continuing use that are largely independent of the cash inflows of other assets or groups of assets (the
Cash-Generating Unit “CGU”).
An impairment loss is recognised if the carrying amount of an asset or its CGU exceeds its estimated
recoverable amount. Impairment losses are recognised in profit or loss. Impairment losses recognised in
respect of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to the units, and
then to reduce the carrying amounts of the other assets in the unit (group of units) on a pro rata basis.
In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting
date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if
there has been a change in the estimates used to determine the recoverable amount. An impairment loss
is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that
would have been determined, net of depreciation or amortisation, if no impairment loss had been
recognised.
2. Investment in subsidiaries
£ unless stated 30 June 2024 30 June 2023
One Heritage Property Development (UK) Limited
- 1,007,732
- 1,007,732
The Company assesses the subsidiaries for any indicators of impairment by looking at the individual
performance of the underlying entities, including their budgets, development progress and forecast
profitability.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
84
Due to losses in the underlying subsidiaries, the investment in subsidiaries were impaired in the prior year
by £1,742,368 and in the current year by £2,750,100 in order to reflect the estimated recoverable amount based
on the net asset value of the subsidiary entity and net realisable value of inventory. The impairment was recognised
in the current year as a consequence of the losses and impairment to inventory recognised by subsidiary entities.
The carrying amount is considered to reflect the fair value less costs of disposal and is considered a level 3 asset in
the fair value hierarchy.
The share capital of each of the companies, where applicable, comprises ordinary shares unless
otherwise stated.
Company name
Jurisdiction
Company number
Ownership
One Heritage Property Development (UK)
Limited
England and
Wales
11982934 100.0%
Below is a list of the key subsidiaries of One Heritage Property Development (UK) Limited.
Company name
Jurisdiction
Company
number
Ownership
One Heritage Churchgate Limited England and Wales
12114319
100.0%
One Heritage Lincoln House Limited
England and Wales
12434625
100.0%
One Heritage Bank Street Limited
England and Wales
12763845
100.0%
One Heritage Oscar House Limited
England and Wales
11331256
100.0%
One Heritage St Petersgate Limited
England and Wales
13154858
100.0%
One Heritage Red Brick Limited
England and Wales
13178461
100.0%
One Heritage Property Services Limited
England and Wales
13426415
100.0%
One Heritage Seaton House Limited
England and Wales
13520340
100.0%
One Heritage Construction Limited England and Wales
13761479
100.0%
One Heritage Victoria Road Limited England and Wales
14172104
100.0%
St Petersgate Building Management Limited England and Wales
13979905
100.0%
Oscar House Building Management Limited
England and Wales
13981057
100.0%
Liberty House Building Management Limited
England and Wales
13986387
100.0%
Lincoln House Building Management Limited
England and Wales
12710283
100.0%
3. Debtors: amounts receivable after one year
£ unless stated
30 June 2024
30 June 2023
Intercompany loan
1,604,331 3,033,711
1,604,331 3,033,711
The Intercompany loan payable by One Heritage Property Development (UK) Limited is interest free and
payable on demand.
The Company assesses the intercompany loans for any indicators of impairment by looking at the individual
performance of the underlying entities, including their budgets, development progress and forecast
profitability and provisions made accordingly where recoverability is in doubt.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
85
4. Debtors: amounts receivable within one year
£ unless stated
30 June 2024
30 June 2023
Intercompany loan
10,102 -
Trade and other receivables 450,000 270,000
Other debtors 3,258 -
Prepayments 24,260 32,351
487,620 302,351
5. Creditors: amounts falling within one year
£ unless stated 30 June 2024 30 June 2023
Trade and other payables 15,888 15,000
Accruals 123,616 76,780
Loan note 500,000 -
Corporate bond - 1,463,797
Parental guarantee and loan provision 1,440,485 3,635,109
Other creditors 19,891 -
Amounts owed to related parties 1,261 -
Tax payable - 545
2,101,141 5,191,231
On 18 March 2022 the Company had a £1.5 million corporate bond admitted to the Standard List of the
London Stock Exchange. This had a 2 year term and a 8.0% coupon which is paid on 30 June and 31
December each year. The Company incurred listing costs of £102,040 which were capitalised and released
over the term of the Bond. On maturity, £1.0m of the Bond was repaid with the remaining £0.5m being
converted to a Loan Note with a term of 12 months and 8% interest maturing 15 March 2025.
6. Called up share capital
£ unless stated
Ordinary
Shares
Issued share capital as at 30 June 2024 and 30 June 2023 38,678,333
The holders of ordinary shares are entitled to receive dividends as declared from time to time and are
entitled to one vote per share at meetings of the Company.
7. Audit exemption taken for subsidiaries
The following subsidiaries are exempt from the requirements of the Companies Act 2006 relating to the
audit of individual accounts by virtue of Section 479A of that Act. Under the Act the Company has
undertaken guarantees for all outstanding liabilities to which the subsidiary company is subject at the end
of the financial year to which the guarantee relates, until they are satisfied in full.
Company name
Company number
One Heritage Property Development (UK) Limited
11982934
One Heritage Churchgate Limited
12114319
One Heritage Lincoln House Limited
12434625
One Heritage Bank Street Limited
12763845
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
86
One Heritage Oscar House Limited
11331256
One Heritage St Petersgate Limited
13154858
One Heritage Red Brick Limited
13178461
One Heritage Property Services Limited
13426415
One Heritage Seaton House Limited
13520340
One Heritage Construction Limited
13761479
One Heritage Victoria Road Limited
14172104
St Petersgate Building Management Limited
13979905
Oscar House Building Management Limited
13981057
Liberty House Building Management Limited
13986387
Lincoln House Building Management Limited
12710283
8. Events after the reporting date
On 4 July 2024 the One Heritage Seaton House Limited completed the sale of the building of Seaton
House, Stockport for £0.6m together and exchanged conditional contracts for the sale of the land to the
rear for £0.4m. The completion of the conditional sale is subject to the buyer obtaining planning
approval and overall total gross proceeds would therefore be £1.0m on which the Company would
recognise a loss after selling costs of £0.15m which has been provided for as part of the impairment
review undertaken at 30 June 2024 as outlined in note 13.
On 1 October 2024, the Company exchanged contracts unconditionally to acquire a 30% stake in the
company that owns the One Victoria project by purchasing shares to the value of £3.0m from One
Heritage Property Development Limited Hong Kong (“OHPD”). The acquisition will be funded by
drawing down £3.0m from the remaining shareholder loan facility (“Existing Facility”). The completion
date for the acquisition is 29 October 2024, which may be extended or brought forward by agreement
between the parties, with a long stop date of 8 November 2024.
Simultaneous to the investment in One Victoria, Manchester, the Company has also exchanged
contracts unconditionally on 01 October 2024 for the sale of a portfolio of completed residential and
commercial properties, valued at £7.0m, to OH UK Holdings Limited (“OHUK”), a company connected
with OHPD. This portfolio includes residential properties at Bank Street, Sheffield, Lincoln House,
Bolton and Oscar House, Manchester, as well as the commercial unit at St Petersgate, Stockport. The
completion date for the sale is 29 October 2024, which may be extended or brought forward by
agreement between the parties, with a long stop date of 8 November 2024. With £2.0m of debt linked
to Oscar House as part of this transaction, the net proceeds of the portfolio sale will reduce from £7.0m
million to £5.0m million and these proceeds will be utilised to reduce the Existing Facility from £14.0m
million to £9.0m.
As part of this restructuring, One Heritage Property Developments Limited (“OHPD(UK)”) entered into
a new £7.0m loan agreement with OHUK on 1 October 2024 at an interest rate of 6%, i.e., lower than
the previous rate of 7%, such facility to become available from the date of the completion of the
property transactions outlined above. The loan has a repayment date of 31 December 2025, with an
option to extend for up to 36 months. OHUK is a related party, sharing the same majority shareholders
as the Company and OHPD. This new loan will be drawn down in full on completion and used to
partially repay the Existing Facility. The balance of approximately £2.0m of the Existing Facility will
then be written off by OHPD as part of the restructuring, and the Existing Facility will therefore be
settled in full at completion and terminated.
On 28 October 2024 One Heritage Bank Street Limited and One Heritage Lincoln House Limited and the
related party
OH UK Holdings 2 Limited entered into a 12 month loan facility agreement with Hilco Real
Estate Finance UK Ltd of £2.33m secured upon the completed properties held by those companies, of
which £1.6m is attributable to Bank Street Sheffield and Lincoln House Bolton.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
87
9. Related party disclosures
Directors’ remuneration
The Directors of the Company were paid through One Heritage Property Development (UK) Limited, a
subsidiary.
£ unless stated
Year ended 30 June
Salary
2024
Salary
2023
Taxable
benefits
2024
Taxable
benefits
2023
Pension
benefits
2024
Pension
benefits
2023
Total
remuneration
2024
Total
remuneration
2023 (r)
Jason Upton **
Bonus
116,667
-
95,833
500
385
208
1,321
1,321
118,373
97,862
Yiu Tak Cheung* **
Bonus
12,500
-
15,000
500
416
-
-
-
12,916
15,500
Anthony Unsworth*
**
Bonus
82,051
-
115,794
250
629
340
881
1,211
83,561
117,595
Stuart Ormisher^
19,833
-
47
-
-
-
19,880
-
David Izett
30,000
29,167
-
-
-
-
30,000
29,167
Jeremy Earnshaw
25,000
25,000
-
-
-
-
25,000
25,000
286,051 282,044 1,477 548 2,202 2,532 289,730
285,124
*remuneration for period from 1
st
July 2023 to date of leaving
^ remuneration for period 8
th
February 2024 to 24 March 2024
(r) Restated. The total remuneration as at 30 June 2023 have been restated to include taxable benefits and
bonus.
Bonus payments
During the year Jason Upton received a bonus payment of £nil (FY 2023: £500), Yiu Tak Cheung £nil (FY
2023: £500) and Anthony Unsworth £nil (FY 2023: £250). All bonus payments received in FY23 were
discretionary and in line with bonus payments made to all members of staff.
Pension benefits
Pension benefits comprise Employer contributions into the Group’s defined contribution pension scheme.
Guarantees
The Company’s policy is to provide financial guarantees only for subsidiaries’ liabilities. At 30 June 2024,
the Company has issued a guarantee to certain banks in respect of credit facilities granted to One Heritage
Oscar House Limited for £2,471,094 (30 June 2023: £4,118,054) and One Heritage Victoria Road Limited for
£769,000 plus interest, fees and expenses (30 June 2023: £nil). Refer to note 5 and 10 of the Company
financial statements.
Parent and ultimate controlling party
At the reporting date 65.15% of the shares are held by One Heritage Property Development Limited, which
is incorporated in Hong Kong. One other shareholder holds more than 5.0% of the shares in the Company.
One Heritage Holding Group Limited, incorporated in the British Virgin Island, is considered the ultimate
controlling party through its 100% ownership of One Heritage Property Development Limited.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
88
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
Notice of Annual General Meeting
NOTICE IS GIVEN that the Annual General Meeting (the “AGM”) of Zentra Group PLC (formerly One
Heritage Group plc (the “Company”)) will be held at 10.00 a.m. on 28
th
November 2024 at the offices
of Shakespeare Martineau LLP, 6
th
Floor, 60 Gracechurch Street, London, EC3V 0HR to consider and if
thought fit, pass the following resolutions. Resolutions 1 to 6 will be proposed as ordinary resolutions
and resolutions 7 and 8 will be proposed as special resolutions.
ORDINARY RESOLUTIONS
1. To receive the Company’s annual report and accounts for the year ended 30 June 2024.
2. To approve the remuneration policy set out on pages 31 to 35 of the annual report for the
year ended 30 June 2024.
3. To approve the remuneration report set out on pages 30 to 35 of the annual report for the
year ended 30 June 2024.
4. To re-appoint KPMG Audit LLC as auditor of the Company.
5. To authorise the Directors to determine the auditor’s remuneration.
6. That, the Directors be generally and unconditionally authorised in accordance with section 551
of the Companies Act 2006 (the ‘Act’) and in substitution for all existing authorities under that
section, to exercise all the powers of the Company to allot shares in the Company or to grant
rights to subscribe for, or to convert any security into, shares in the Company (‘Rights’) up to
an aggregate nominal amount of £193,391 during the period commencing on the date of the
passing of this resolution and expiring at the conclusion of the next Annual General Meeting
of the Company or 15 months from the passing of this resolution, whichever is earlier, and
provided further that the Company shall be entitled before such expiry to make an offer or
agreement which would or might require shares to be allotted or Rights to be granted after
such expiry and the Directors shall be entitled to allot shares and grant Rights under such offer
or agreement as if this authority had not expired.
SPECIAL RESOLUTIONS
7. THAT, subject to and conditional upon the passing of Resolution 6 the Directors be and they
are hereby authorised pursuant to Section 570 of the Act to allot equity securities (as defined
in Section 560 of the Act) for cash pursuant to the authority conferred by resolution 6 above
as if Section 561(1) of the Act did not apply to any such allotment, provided that this power
shall be limited to:
a) the allotment of equity securities in connection with an issue in favour of shareholders
where the equity securities respectively attributable to the interests of all such
shareholders are proportionate (or as nearly as may be practicable) to the respective
number of Ordinary Shares in the capital of the Company held by them on the record date
for such allotment, but subject to such exclusions or other arrangements as the Directors
may deem necessary or expedient in relation to fractional entitlements or legal or practical
problems under the laws of, or the requirements of, any recognised regulatory body or any
stock exchange, in any territory;
b) the allotment of equity securities arising from the conversion of any other convertible
securities outstanding at the date of this resolution; and
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
89
c) the allotment (otherwise than pursuant to sub-paragraph (a) and (b) above) of further
equity securities up to an aggregate nominal amount of £193,391;
provided that this power shall, unless previously revoked or varied by special resolution of the
Company in general meeting, expire at the conclusion of the Annual General Meeting of the
Company to be held in 2025 or 15 months from the passing of this resolution, whichever is
earlier. The Company may, before such expiry, make offers or agreements which would or might
require equity securities to be allotted after such expiry and the Directors are hereby
empowered to allot equity securities in pursuance of such offers or agreements as if the power
conferred hereby had not expired.
8. That a general meeting of the Company (other than an annual general meeting) may be
called on not less than 14 clear days’ notice.
By Order of the Board
Jason Upton
Director
29 October 2024
Registered Office
6th Floor, 60 Gracechurch
Street
London EC3V 0HR
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
90
Notice of Meeting Notes:
The following notes explain your general rights as a shareholder and your right to attend and vote at this Meeting or to appoint someone
else to vote on your behalf.
1) Pursuant to the Company’s Articles of Association, a member of the Company entitled to attend and vote at the meeting
convened by this notice is entitled to appoint one or more proxies to exercise any of his rights to attend, speak and vote at
that meeting on his behalf.
2) If a member appoints more than one proxy, each proxy must be entitled to exercise the rights attached to different shares.
If you submit more than one valid proxy appointment in respect of the same shares, the appointment received last before
the latest time for the receipt of proxies will take precedence.
3) A proxy may only be appointed using the procedures set out in these notes and the notes to the form of proxy. To validly
appoint a proxy, a member must complete, sign and date the enclosed form of proxy and deposit it at the office of the
Company's registrars, Neville Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD, by 10:00
a.m. on 26
th
November 2024 (or, in the event that the meeting is adjourned, not less than 48 hours, excluding non-working
days, before the time fixed for the holding of the adjourned meeting). Any power of attorney or any other authority under
which the form of proxy is signed (or a duly certified copy of such power or authority) must be enclosed with the form of
proxy.
4) In order to revoke a proxy appointment, a member must sign and date a notice clearly stating his intention to revoke his
proxy appointment and deposit it at the office of the Company's registrars, Neville Registrars, at Neville House, Steelpark
Road, Halesowen, West Midlands B62 8HD prior to commencement of the meeting. If the revocation is received after the
time specified, the original proxy appointment will remain valid unless the member attends the meeting and votes in person.
5) Pursuant to the Articles of Association, any corporation which is a member of the Company may authorise one or more
persons (who need not be a member of the Company) to attend, speak and vote at the meeting as the representative of that
corporation. A certified copy of the board resolution of the corporation appointing the relevant person as the representative
of that corporation in connection with the meeting must be deposited at the office of the Company's registrars, Neville
Registrars, at Neville House, Steelpark Road, Halesowen, West Midlands B62 8HD prior to the commencement of the
meeting. If the revocation is received after the time specified, the original corporate representative appointment will remain
valid unless the member attends the meeting and votes in person.
6) In the case of joint holders, where more than one of the joint holders purports to appoint a proxy in respect of the same
shares, only the appointment submitted by the most senior holder will be accepted. Seniority is determined by the order in
which the names of the joint holders appear in the Company’s register of members in respect of the joint holding (the first
named being the most senior).
7) The right to vote at the meeting shall be determined by reference to the register of members of the Company. Pursuant to
Regulation 41 of the Uncertificated Securities Regulations 2001 (as amended), only those persons whose names are entered
on the register of members of the Company at 6.00 p.m. on 26
th
November 2024 (or, in the event of any adjournment, at
6.00 p.m. on the date which is two days prior to the adjourned meeting) shall be entitled to attend and vote in respect of
the number of shares registered in their names at that time. Changes to entries on the register of members after that time
shall be disregarded in determining the rights of any person to vote at the meeting.
8) CREST members who wish to appoint a proxy or proxies through the CREST electronic proxy appointment service may do so
for the meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual (available via
www.euroclear.com). 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.
9) In order for a proxy appointment or instruction made by means of the CREST service to be valid, the appropriate CREST
message (a "CREST Proxy Instruction") must be properly authenticated in accordance with Euroclear UK & International
Limited's ("Euroclear") specifications and must contain the information required for such instructions, as described in the
CREST Manual. The message, regardless of whether it constitutes the appointment of a proxy or is an amendment to the
instruction given to a previously appointed proxy must, in order to be valid, be transmitted so as to be received by the
Company's agent (ID 7RA11) by the latest time for proxy appointments set out in paragraph 3 above. 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 by CREST. After this time any change of instructions to proxies appointed through CREST should be communicated
to the appointee through other means.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
91
10) CREST members and, where applicable, their CREST sponsors or voting service providers should note that Euroclear does not
make available special procedures in CREST for any particular messages. Normal system timings and limitations will
therefore, apply in relation to the input of CREST Proxy Instructions. It is the responsibility of the CREST member concerned
to take (or, if the CREST member is a CREST personal member or sponsored member or has appointed a voting service
provider(s), to procure that his CREST sponsor or voting service provider(s) take(s)) such action as shall be necessary to
ensure that a message is transmitted by means of the CREST system by any particular time. In this connection, CREST
members and, where applicable, their CREST sponsors or voting service providers are referred, in particular, to those sections
of the CREST Manual concerning practical limitations of the CREST system and timings. 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
(as amended).
11) Any corporation which is a shareholder can appoint one or more corporate representatives who may exercise on its behalf
all of its powers as a shareholder provided that no more than one corporate representative exercises powers in relation to
the same shares.
12) Any shareholder attending the Meeting has the right to ask questions. The Company must cause to be answered any such
question relating to the business being dealt with at the Meeting but no such answer need be given if: (a) to do so 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.
13) You may not use any electronic address (within the meaning of Section 333(4) of the Companies Act 2006) provided in either
this Notice or any related documents (including the form of proxy) to communicate with the Company for any purposes
other than those expressly stated.
14) A copy of this Notice, and other information required by Section 311A of the Companies Act 2006, can be found on the
Company’s website at https://www.zentragroup.co.uk/
.
15) At 29 October 2024, (being the latest practicable date prior to the publication of this notice) the issued share capital of the
Company consisted of 38,678,333 Ordinary Shares of 1 pence each in the capital of the Company. Each share carries one
vote. The Company held no shares in treasury, therefore the total voting rights in the Company as at 29 October 2024 were
38,678,333.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
92
EXPLANATION OF BUSINESS
Resolution 1: To receive the annual report and accounts
Company law requires the Directors to present the annual report and accounts of the Company to
shareholders in respect of each financial year.
Resolution 2: To approve the Remuneration Policy
Shareholders are being asked to approve the remuneration policy as set out on pages 31 to 35 of the
annual financial report, which takes effect immediately after the end of the AGM. Shareholders are
being asked to give a binding vote on the new Directors’ Remuneration Policy at the 2024 AGM. The
Remuneration Committee intends to put the Directors’ Remuneration Policy to shareholders for
approval every three years, unless there is a need for the Directors’ Remuneration Policy to be
approved at an earlier stage.
Resolution 3: To approve the remuneration report
The remuneration report is set out on pages 30 to 35
of the annual financial report. It gives details of
the Directors’ remuneration for the year ended 30 June 2024. The vote is advisory and does not affect
the actual remuneration paid to any individual Director.
Resolution 4 and 5: To reappoint the auditor and authorise the Board to determine their
remuneration
The Company is required to appoint an auditor at each general meeting at which accounts are laid
before the members, to hold office until the conclusion of the next such meeting. Resolution 4 is for
members to reappoint KPMG Audit LLC as auditors of the Company and resolution 5 proposes that
shareholders authorise the Board to determine the remuneration of the auditors. In practice, the audit
committee will consider the audit fees and recommend them to the Board.
Resolution 6: Directors’ authority to allot shares
Resolution 6 authorises the Directors to allot shares in the Company until the conclusion of the next
AGM or 15 months from the passing of this resolution, whichever is earlier. The resolution would give
the Directors authority to allot ordinary shares, and grant rights to subscribe for or convert any
security into shares in the Company, up to an aggregate nominal value of £193,391. This amount
represents half of the issued ordinary share capital of the Company as at 29 October 2024, the latest
practicable date prior to the publication of this document.
Resolution 7: Disapplication of pre-emption rights
If Directors of a Company wish to allot shares in the Company, or to sell treasury shares, for cash (other
than in connection with an employee share scheme) company law requires that these shares are
offered first to shareholders in proportion to their existing holdings.
The purpose of Resolution 7 is to authorise the Directors to allot ordinary shares in the Company, or
sell treasury shares, for cash (i) in connection with a rights issue; and, otherwise, (ii) up to a nominal
value of £193,391, equivalent to half of the total issued ordinary share capital of the Company as at
29 October 2024 without the shares first being offered to existing shareholders in proportion to their
holdings.
ZENTRA GROUP PLC (formerly ONE HERITAGE GROUP PLC)
93
Resolution 8: Approval for calling of general meetings (other than AGMs) on 14 days’ notice
Under company law, the Company is required to give 21 clear days’ notice for a general meeting of
the Company unless shareholders approve a shorter notice period, which cannot be less than 14 clear
days (AGMs must continue to be held on at least 21 clear days’ notice).
Resolution 8 proposes a special resolution, and seeks shareholder approval to enable the Company to
call general meetings, other than AGMs, on at least 14 clear days’ notice. The approval will be effective
until the Company’s next AGM, when it is intended that a similar resolution will be proposed. The
flexibility offered by this resolution will be used where, taking into account the circumstances, the
Directors consider to be appropriate in relation to the business to be considered at the meeting in
question and where it is thought to be to the advantage of shareholders as a whole. In order to be
able to call a general meeting on less than 21 clear days’ notice, the Company must make a means of
electronic voting available to all shareholders for that meeting.
Retirement by Rotation
The Company’s articles of association provide for each director appointed during the year to retire at
the next annual general meeting and for
each director to retire from office at the third annual general
meeting after the AGM at which he/she was previously appointed or reappointed. According to the
company's articles of association, none of the directors are eligible to retire by rotation this year.