Zentra Group plc: Full year results for the year ending 30 June 2025
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Zentra Group plc (ZNT)
31 December 2025 ZENTRA GROUP PLC (“Zentra” or “the Company”) Full year results for the year ending 30 June 2025 Zentra Group PLC (AQSE: ZNT), the Manchester-based residential developer, development manager and property manager focused on the North of England, is pleased to announce its audited results for the year ended 30 June 2025 (FY25). Financial highlights
Operating highlights
Post Period Events
Outlook
The Annual Report and Accounts for the year ended 30 June 2025 is available in full to download from the Company's website (www.zentragroup.co.uk). Contacts Zentra Group plc Nick Courtney Hybridan LLP (AQSE Corporate Adviser and AQSE Corporate Broker) About Zentra Group plc For further information, please visit the Company’s website at www.zentragroup.co.uk. References to page numbers throughout this announcement relates to the page numbers within the Annual Report of the Company for the year ended 30 June 2025.
STRATEGIC REPORT Chairman’s statement
The year to 30 June 2025 was one of decisive progress for Zentra. The Board’s principal aim has been to complete the strategic reset we set in motion last year and to position the Group for the next stage of its journey. In November and December 2024, we executed a package of actions that strengthened the balance sheet and sharpened the focus of the business. We sold a portfolio of completed residential and commercial properties at market value, reduced and refinanced our core borrowings at a lower rate, and agreed a loan waiver. Together these measures reduced net debt and inventory and improved the Group’s financial outlook, as discussed in the interim results. The reset was the natural extension of the strategic realignment announced last year. We withdrew from co-living and from self-delivery. We then focused the business on two clear propositions; namely Zentra Living which delivers modern city centre apartments and Zentra Homes which delivers high quality family housing in the communities where we operate. Post the year end, we completed the transfer of our listing to the Aquis Real Asset Market (ARAM) becoming, in the process, the first company admitted to this segment. We chose ARAM because it has been developed for real asset backed businesses and because it allows us to present value more clearly at the level where it is created, namely the asset. Becoming an early adopter underlines our intent to remain agile and forward looking. ARAM should give us a better framework to align equity and debt to the timings of our projects and to broaden investor engagement as the pipeline grows. The Board’s role through this period has been to set direction, ensure proper governance and allocate capital with discipline. We are pleased that during the year all 24 homes at Eccleshill were sold to a registered housing provider, making a tangible contribution in the local community. The Board also oversaw a material simplification of the organisation to better reflect what Zentra does today. The headcount has been reduced to 14 full time equivalents (FTEs) from 28 FTEs (July 2024), as a result of the cessation of co-living activity, the exit from construction services, the reduction of property management activity and the completion of our projects. The Interim Results also recorded lower administrative expenses as the cost base was tightened. Looking forward, the principal objective is to translate our simplified business model into delivery and value. The Group is now a leaner developer with a focused portfolio, a more resilient financial base and a “capital markets home” that better suits the way we operate – a move from the Main Market of the London Stock Exchange to the Access Segment of the AQSE Growth Market and then on to ARAM. The management team is building a pipeline that looks beyond the limited size ready-to-go schemes of prior years, towards larger projects that require careful planning, structuring and patient execution and, at the same time, exploring development management opportunities with a variety of land owners and end users. The Board will continue to support this work through disciplined oversight of risk, returns and capital. On behalf of the Board, I would like to thank our shareholders, colleagues and partners for their support over an important year for Zentra.
David Izett Chairman 30 December 2025
Chief Executive’s statement
This has been a year of action. We set out to simplify Zentra, de-risk delivery and concentrate the portfolio around the places and products where we can create the most value. We executed a restructuring which included selling a portfolio of completed properties, refinancing our shareholder loan at a lower interest rate, securing a loan waiver and putting in place additional liquidity. By 31 December 2024 net debt had reduced by roughly a third and inventory had reduced over £7 million, giving us a cleaner base for delivery. The interim results set out these movements and the detail of the property transactions and facilities. Our operational model is now firmly in sync with our revised strategy. We have exited co-living operations and in house construction and have moved fully to fixed price third party delivery. We have focused the business on two clear propositions. Zentra Living is our city apartment platform and Zentra Homes is our family housing platform. The rebrand to Zentra last year was the precursor of this change. We have also reduced our overheads to align with our narrower range of activities. Headcount has been realigned to 14 from 28 (July 2024) and administrative expenses moved lower in the year as we re-aligned our overall cost base. Performance against strategic objectives
Zentra Living’s One Victoria in Manchester – where the Group acts as development manager and holds a 30% interest - continued to progress on site. The façade, glazing and internal works moved forward and the show apartment supported marketing. Practical completion is expected in the second quarter of 2026 following an energisation delay (supplying electricity to the property) and contractor disruption.
Pre-sales at One Victoria remain strong. As at 19 December 2025, 72 apartments had exchanged, a further 5 had been reserved, and 52remained available. Our priority is to secure additional pre-sales so we reach handover with a robust sold position.
Delivery strategy Post the year-end in July 2025 we transferred our listing to the Aquis Real Asset Market (ARAM) and became the first company to trade on the new segment. ARAM is a dedicated part of the Aquis Growth Market designed for listing and trading real asset backed securities, including both equity and debt at the company and asset level. It aims to give issuers a structure that aligns capital formation to individual projects and gives investors clearer visibility of asset-level economics. We chose ARAM because it better matches how our developments are funded and how we intend to communicate value as our pipeline grows. Our future progress is not fully dependent on generating sales revenue from equity-funded developments. We have moved to a diversified delivery strategy that uses the most appropriate route for each scheme. That includes private sale, bulk sale and partnering where it strengthens delivery, and it includes working with registered housing providers and local authorities where this helps address housing need. The strategy diversifies tenure, broadens funding routes and allows us to bring forward larger, longer-duration projects with the right structure for each asset. ARAM sits alongside this strategy by offering a market framework for asset-level equity or debt where that is the best fit, but public-sector partnering is driven by delivery logic rather than by our listing venue. Environment, Social, Governance (ESG) During the year, we became a Member of the Greater Manchester Good Employment Charter (GMGEC), which recognises employers that meet evidence-based criteria across seven characteristics of good employment, including secure and flexible work, paying the Real Living Wage, employee voice, fair recruitment, people management, and health and wellbeing. Membership sits above Supporter status and reflects independently assessed practice rather than an intention to improve, which is why it is regarded as a meaningful badge in the region. We are also an accredited Real Living Wage Employer, a voluntary commitment overseen by the Living Wage Foundation to pay rates calculated to cover the actual cost of living rather than the statutory minimum. Our social impact is felt locally through what we deliver and who we deliver for. The sale of 24 homes at Eccleshill to a registered housing provider ensured those homes serve the local need for affordable housing, and we will continue to use a mix of private sale, bulk sale and, where appropriate, partnerships with registered providers and local authorities on future projects. We are preparing to enhance scheme-level ESG disclosure as projects reach key milestones, beginning with New Islington. On governance, we apply a recognised corporate governance code and disclose compliance on our website. We adopt version 2 of the 2023 QCA Code, and we use that framework for Board oversight of risk and controls. Priorities for the year ahead Our priorities are simple and measurable:
Outlook Zentra has evolved over the last few years and is a very different company to the one it was 12 months ago. The restructuring completed in late 2024, the sell down of completed inventory, refinancing at a lower cost and the rebrand have created a simpler base and a clearer route to value. The move to AQSE Growth Market from the Main Market and then subsequently to ARAM signals our intent to remain agile and to align our capital approach with the way our projects are delivered. We have an expert and experienced team, a sound operating model and a growing pipeline that balances private sale with opportunities to support the public sector through partnerships with registered housing providers and local authorities. As such, Zentra is well placed for the next phase of its journey.
Jason Upton Chief Executive 30 December 2025
Group’s Financial Review
Trading For the twelve months ended 30 June 2025, revenue decreased by £6.59m (45%) to £8.06m (FY24: £14.65m). This primarily reflects a reduction in development sales, a wind-down of in-house construction services and a reduction in the provision of property management services.
Development sales revenue from legal completions remained the largest contributor to Group revenue, accounting for 83% (FY24: 61%) of total revenue. Overall, there was a reduction in legal completions from 52 in FY24 to 27 in FY25, as well as sales of the building at Seaton House, Stockport and land at Churchgate, Leicester. Victoria Road Eccleshill delivered £5.08m from 24 legal completions in a bulk sale to a registered housing provider, Oscar House Manchester delivered £0.47m from 2 legal completions, St Petersgate Stockport legally completed 1 sale for £0.15m and the building at Seaton House Stockport generated revenue of £0.6m. 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 £0.07m (FY24: £0.87m). In addition, construction services generated revenue of £0.33m in the period (FY24: £4.02m) from the management of construction activity at the Group’s development sites as well as on behalf of a related parties. There was an increase in development management fee income to £0.75m (FY24: £0.36m) and this relates to management services provided on One Victoria Manchester, One Heritage Tower Salford, Bee Kitchens Salford and the OH UK Holdings group of companies (many of which were disposed of by the Group in FY25). Property services delivered revenue of £0.15m (FY24: £0.32m). This was driven by management fees and transaction fees.
The gross profit declined by £0.47m to a gross loss of £0.29m (FY24: profit £0.18m) due mainly to pursuing a bulk sale of the development at Victoria Road, Eccleshill. The impairment charge in the period was £0.15m (FY24: £0.82m) with the majority of the charge arising from the Oscar House and St Petersgate developments prior to their disposal from the Group.
Administrative expenses were £2.39m in the period (FY24: £2.62m). This represents a decrease of £0.23m in overheads arising from a number of factors: a lower salary cost driven by a decrease in average headcount to 21 employees (FY24: 30), a decrease in professional and consultancy costs and reductions in travelling and entertainment costs. A review of overheads was undertaken at the beginning of FY25 which resulted in a series of redundancies with headcount realigned to a more sustainable position in terms of revenue streams. The operating loss decreased by £1.16m to a loss of £1.28m (FY24: loss of £2.44m). This was largely due to the £1.41m profit on sale of the four entities disposed of during the year as outlined below. Finance costs were £0.95m (FY24: £1.12m) whilst finance income was £0.51m (FY24: nil). The decrease in finance costs is attributable to the disposal of Oscar House and the repayment of the facility on the bulk sale of plots at Victoria Road, Eccleshill. The finance income was generated on the investment in associate at the One Victoria Manchester development. The pre taxation loss amounts to £1.72m which is a reduction of the loss by £1.84 (FY24: £3.56m). The basic loss per share was 4.4 pence (FY24: loss 8.7 pence).
Balance Sheet Development inventory has decreased by £12.67m from £13.27m to £0.61m. The key balances remaining are £0.38m at Seaton House and some pre-acquisition costs on the New Islington site purchased following the end of the financial year. Whilst there were almost £7m of development inventory sales in the year, the reduction was magnified by the sale to OH UK Holdings Limited (“OHUK”) – a related party – of One Heritage Oscar House Ltd, One Heritage Bank Street Ltd, One Heritage Lincoln House Ltd and One Heritage St Petersgate Ltd in November 2024, which together had residential and commercial properties valued at approximately £7m. As part of that restructuring, the parent loan (“Previous Facility”) from One Heritage Property Development in Hong Kong (OHPD) was repaid in full and terminated, and a new related party loan (“New Facility”) was entered into with OHUK at a reduced interest rate of 6% (down from 7%). The loan has a repayment date of 31 December 2026, with an option to extend for up to 24 months. OHUK is a related party, sharing the same majority shareholders as the Company and OHPD. £6.7m of this new loan was drawn down on completion and used to partially repay the Previous Facility. The balance of £2.1m on the Previous Facility was then waived (as a capital contribution) by OHPD as part of the restructuring. OHUK also agreed to provide access to an additional £1.0m of funding (on the same terms as the New Facility) for a period up to 18 months to support the Group with short-term liquidity whilst development inventory was realised. Simultaneous to the entity disposals, the Group’s balance sheet has been strengthened by the acquisition of a 30% stake in the entity that owns the One Victoria Manchester project by purchasing debt and shares to the value of £4.1m. The acquisition was funded by drawing down £3.0m from the Previous Facility. The Group’s negative equity position has decreased slightly by £0.35m from £3.95m to negative equity of £3.60m. No dividends have been declared in this year due to a continuing loss-making position.
Liquidity The focus has been on a restructure of the Group and realising development inventory assets. Net Debt has decreased significantly from £16.99m to £8.55m. This movement includes:
Net Cash inflow from operating activities was £3.5m, 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 recycles cash into new developments such as the New Islington acquisition and future development and development management opportunities which will be carefully sourced and managed to improve operational efficiency. The operational and financial restructures which have taken place during the year have accelerated this strategy and put the Group on a stronger financial footing. The Going Concern statement on page 21 outlines the Directors’ views on the Group’s ongoing prospects and the key assumptions behind the preparation of the financial statements on a going concern basis, including their views on the material uncertainty contained within that statement. 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 that planning consents meet local requirements and 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 reduced 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. 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 has 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 the 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 the development of good relationships with mortgage lenders. This is underpinned by a disciplined operating framework with an appropriate capital structure.
This Strategic Report was approved by the Board of Directors on 30 December 2025 and was signed on its behalf by:
Jason David Upton Company registration number: 12757649
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 UK adopted 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 FRS 101 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:
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.
By order of the Board Jason Upton Chief Executive Officer 30 December 2025
FINANCIAL STATEMENTS Independent Auditor’s Report to the Members of Zentra Group PLC
Opinion We have audited the financial statements of Zentra Group plc (the “Parent Company”) and its subsidiaries (the “Group”) for the year ended 30 June 2025, which comprise:
The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK-adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Parent Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). In our opinion:
Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We are independent of the Group and the Parent Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Material uncertainty related to going concern We draw attention to note 3 in the Group financial statements and C1 of the Parent Company financial statements, which indicates that Group and Parent Company are reliant on support from related entities, including OH UK Holdings Limited, which is dependent upon the completion of a number of material transactions within its wider group, including a refinancing and an asset disposal. There is a risk that if these transactions are not completed within expected timeframes the Group and Parent Company may not have sufficient cash balances to meet their liabilities. As stated in note 3, these events or conditions, together with other matters set out therein, indicate that a material uncertainty exists that may cast significant doubt on the Group and Parent Company’s ability to continue as a going concern. Our opinion is not modified in respect of this matter. In auditing the financial statements, we have concluded that the directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the directors’ assessment of the Group’s and Parent Company’s ability to continue to adopt the going concern basis of accounting included:
Our responsibilities and the responsibilities of the directors with respect to going concern are described in the relevant sections of this report. Overview of our audit approach Materiality In planning and performing our audit we applied the concept of materiality. An item is considered material if it could reasonably be expected to change the economic decisions of a user of the financial statements. We used the concept of materiality to both focus our testing and to evaluate the impact of misstatements identified. Based on our professional judgement, we determined overall materiality for the Group financial statements as a whole to be £96,000, based on approximately 1.6% of Group gross assets. Materiality for the Parent Company financial statements as a whole was set at £72,000 based on approximately 1.7% of gross assets. We use a different level of materiality (‘performance materiality’) to determine the extent of our testing for the audit of the financial statements. Performance materiality is set based on the audit materiality as adjusted for the judgements made as to the entity risk and our evaluation of the specific risk of each audit area having regard to the internal control environment. This is set at £67,200 for the group and £50,400 for the parent. Where considered appropriate performance materiality may be reduced to a lower level, such as, for related party transactions and directors’ remuneration. We agreed with the Audit and Risk Committee to report to it all identified errors in excess of £4,550. Errors below that threshold would also be reported to it if, in our opinion as auditor, disclosure was required on qualitative grounds. Overview of the scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, including Group-wide controls, and assessing the risks of material misstatement at the Group level. For one component we performed a full scope audit of the complete financial information. For the remaining components, we performed analytical reviews and other audit procedures on specific accounts within that component that we considered had the potential for the greatest impact on the significant accounts in the financial statements, either because of the size of these accounts or their risk profile. We also performed audit work on the consolidation adjustments. Our scoping is based on the Group’s consolidation structure. Audits of the components were performed at a materiality level calculated by reference to a proportion of Group materiality appropriate to the relative scale of the business concerned. We also audited the consolidation process itself. The group audit team conducted the audit of all relevant components of the business. No component auditors were used during the audit process. Key Audit Matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified. These matters included those which had the greatest effect on: the overall audit strategy, the allocation of resources in the audit; and directing the efforts of the engagement team. These matters were addressed in the context of our audit of the financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. In addition to the matter described in the Material uncertainty related to going concern section, we have determined the matter described below to be the key audit matters to be communicated in our report. This is not a complete list of all risks identified by our audit.
Other information The directors are responsible for the other information contained within the annual report. The other information comprises the information included in the annual report, other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the audit or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. Opinion on other matter prescribed by the Companies Act 2006 In our opinion based on the work undertaken in the course of our audit
Matters on which we are required to report by exception In light of the knowledge and understanding of the group and the parent company and their environment obtained in the course of the audit, we have not identified material misstatements in the strategic report or the directors’ report. We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
Responsibilities of the directors for the financial statements As explained more fully in the directors’ responsibilities statement [set out on page …], the directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the directors are responsible for assessing the group’s and parent company’s ability to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going concern basis of accounting unless the directors either intend to liquidate the group or the parent company or to cease operations, or have no realistic alternative but to do so. Auditor’s responsibilities for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a guarantee that an audit conducted in accordance with ISAs (UK) will always detect a material misstatement when it exists. Misstatements can arise from fraud or error and are considered material if, individually or in the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: We obtained an understanding of the legal and regulatory frameworks within which the Group and Parent Company operates. We also considered and obtained an understanding of the UK legal and regulatory framework which we considered in this context were the Companies Act 2006 and UK taxation legislation. We identified the greatest risk of material impact on the financial statements from irregularities, including fraud, to be the override of controls by management, misstatement of income and the recoverability of loans from associates. Our audit procedures to respond to these risks included enquiries of management about their own identification and assessment of the risks of irregularities, sample testing of journals. We also reviewed and challenged accounting estimates and assumptions used by management for the going concern assessment, recoverability of loans, existence of revenue and revenue cut off, in order to verify that the calculations and models were reasonable and free of biases. We selected a sample of transactions around the year end to verify that revenue cut off had been applied correctly and also a sample of transactions throughout the period to ensure existence. Owing to the inherent limitations of an audit, there is an unavoidable risk that we may not have detected some material misstatements in the financial statements, even though we have properly planned and performed our audit in accordance with auditing standards. We are not responsible for preventing non-compliance and cannot be expected to detect non-compliance with all laws and regulations. These inherent limitations are particularly significant in the case of misstatement resulting from fraud as this may involve sophisticated schemes designed to avoid detection, including deliberate failure to record transactions, collusion or the provision of intentional misrepresentations. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report 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 the company's members as a body, for our audit work, for this report, or for the opinions we have formed.
Michael Jayson (Senior Statutory Auditor) For and on behalf of Crowe U.K. LLP Statutory Auditor Manchester
30 December 2025 Consolidated statement of comprehensive income For the year ending 30 June 2025
The accompanying notes on pages 44 to 69 form an integral part of the financial statements. Consolidated statement of financial position As at 30 June 2025
Jason David Upton Company registration number: 12757649
Consolidated statement of cash flows For the year ending 30 June 2025
The accompanying notes on pages 44 to 69 form an integral part of the financial statements. Consolidated statement of changes in equity For the year ending 30 June 2025
For the year ended 30 June 2024
The accompanying notes on pages 43 to 68 form an integral part of the financial statements. Notes to the consolidated financial statements For the year ended 30 June 2025
Zentra Group PLC (the “Company”) (Company number: 12757649) is a public limited company, limited by shares, incorporated in England and Wales under the Companies Act 2006. The address of its registered office and its principal place of trading is 80 Mosley Street, Manchester, M2 3FX. The principal activity of the company and subsidiaries is that of property development and development management. These consolidated financial statements (“Financial Statements”) as at the end of the financial year to 30 June 2025 comprise of the Company and its subsidiaries. A full list of companies consolidated in these Financial Statements can be found in Note 26.
The financial statements are prepared on the historical cost basis.
The Group’s financial statements have been prepared and approved by the Directors in accordance with international accounting standards in accordance with UK-adopted international accounting standards (“UK-adopted IFRS”). The Company has elected to prepare its parent company financial statements in accordance with FRS 101. These are presented on pages 69 to 75. The material accounting policies are set out in note 5. The accounting policies have been applied consistently to all periods presented in these group Financial Statements. The financial statements were authorised for issue by the Company’s Board of Directors on 30 December 2025. Segment reporting The Group operates in three operating segments, each managed by a senior manager who sits on the Group’s management team. In addition to these, there is a corporate segment which covers central operations. The following is a summary of the operations for each reportable segment.
Management has determined the Group’s operating segments based on the information reviewed by Senior Management to make strategic decisions. The chief operating decision maker is the Senior Management Team, comprising the Executive Director and the Department Directors. The information presented to the Senior Management Team includes reports from all functions of the business as well as strategy, financial planning, succession planning, organisational development and Company-wide policies. There are various levels of integration between Development and Construction. This integration involves the services that Construction undertakes on the developments on behalf of the Development segment. The Group’s primary measure of financial performance for segments is the operating profit or loss in the period.
Going concern Notwithstanding a loss for the year ending 30 June 2025 of £1.7m (2024: £3.4m), the financial statements have been prepared on a going concern basis which the Directors consider to be appropriate. The Directors have prepared a cash flow forecast on a consolidated basis for the period to 31 December 2026 which indicates that, taking account of reasonably possible downsides, the Group will have sufficient funds to meet its liabilities, as they fall due for that period using the proceeds from:
The Directors note that OHUK’s ability to provide ongoing support is dependent on the successful completion of a number of material transactions within its wider group, including a refinancing and an asset disposal. These transactions are well advanced and continue to meet the key milestones agreed between the parties. However, as they remain incomplete at the date of this report, there is inherent uncertainty regarding their finalisation and the timing of completion. Together, these factors may cast significant doubt on the entity's ability to continue as a going concern and, therefore, that it may be unable to realise its assets and discharge its liabilities in the normal course of business. As a result, there is a material uncertainty in relation to going concern. Notwithstanding this uncertainty, the Directors remain confident in the Group’s underlying financial position, its operational resilience, and the commitments received from OHUK. The Board considers that the Group has appropriate plans and visibility over its funding needs, and that it retains the ability to respond to a range of possible outcomes. After careful consideration of all relevant factors, the Directors believe it remains appropriate to adopt the going concern basis of accounting in preparing the financial statements.
The Board has made judgements, estimates and assumptions that affect the application of the Group’s accounting policies and the reported amounts in the financial statements. The directors continually evaluate these judgements and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses based upon historical experience and on other factors that they believe to be reasonable under the circumstances. Actual results may differ from the judgements, estimates and assumptions. The key areas of judgement and estimation are:
However, the Directors have identified the existence of a material uncertainty that may cast significant doubt on the ability of the Company and its subsidiaries to continue as going concerns, as the Group’s ability to continue operations is dependent on the ongoing availability of such funding and the successful management of cash flows. Notwithstanding this material uncertainty, the Directors believe that the going concern basis of preparation remains appropriate. Accordingly, the Group financial statements have been prepared on a going concern basis. For further details, refer to Note 3 – Going Concern.
The calculation of the effective interest rate and expected cash flows involves judgement, particularly regarding the timing of project completion and the repayment profile of the loan. Changes in these assumptions could materially affect both the carrying amount of the loan and the interest income recognised. The Directors review these estimates regularly and update the effective interest rate prospectively where appropriate. Management exercised significant judgement in determining that the Group has significant influence, rather than control or joint control, over the investee. In reaching this conclusion, the Directors considered the Group’s level of voting rights, representation on the board, and involvement in key policy decisions. As such, the investment has been classified as an associate and is accounted for using the equity method in accordance with IAS 28 Investments in Associates and Joint Ventures. The Group’s exposure to the associate is limited to its equity investment and the carrying amount of the loan receivable. It has no obligation to provide further funding or support beyond these amounts. The Group’s maximum exposure to loss therefore equals the aggregate of its investment and loan balance at the reporting date.
Measurement of fair values A number of the Group’s accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The Group has an established control framework with respect to the measurement of fair values. The board has overall responsibilities for overseeing all significant fair value measurements. The board in conjunction with departmental directors regularly reviews significant unobservable inputs and valuation adjustments. If third party information, such as broker prices or pricing services, is used to measure fair values, then the board assesses the evidence obtained from the third parties to support the conclusion that these valuations meet the requirements of the Standards, including the level in the fair value hierarchy in which the valuations should be classified. Significant valuation issues are reported to the Group’s audit committee. When measuring the fair value of an asset or a liability, the Group uses observable market data as far as possible. Fair values are categorised into different levels in fair value hierarchy based on the inputs used in the valuation techniques as follows:
If the inputs used to measure the fair value of an asset or liability fall into different levels of the fair value hierarchy, then the fair value measurement is categorised in its entirely in the same level of the fair value hierarchy as the lowest level input that is significant to the entire measurement. The Group recognises transfer between levels of the fair value hierarchy at the end of the reporting period during which the change has occurred.
Basis of consolidation Subsidiaries Subsidiaries are entities controlled by the Group. The Group ‘controls’ any entity when it is exposed to, or has rights to, variable returns from its involvement with the entity and has the ability to affect those returns through its power over the entity. The financial statements of subsidiaries are included in the consolidated financial statements from the date on which control commences until the date on which control ceases. Transactions eliminated on consolidation Intra-group balances and transactions, and any unrealised income and expenses (except for foreign currency transaction gains or losses) arising from intra-group transactions, are eliminated. Unrealised gains arising from transactions with equity-accounted investees are eliminated against the investment to the extent of the Group’s interest in the investee. Unrealised losses are eliminated in the same way as unrealised gains, but only to the extent that there is no evidence of impairment. Interests in equity-accounts investees The Group’s interests in equity-accounted investees comprise interests in associates. Associates are those entities in which the Group has significant influence, but not control or joint control, over the financial and operating policies. Interests in associates are accounted for using the equity method. They are initially recognised at cost, which includes transaction costs. Subsequent to initial recognition, the consolidated financial statements include the Group’s share of the profit or loss and OCI of equity-accounted investees, until the date on which significant influence or joint control ceases. Loans to associates are measured on an amortised cost basis under the effective interest rate method.
Earnings per share Basic earnings per share amounts are calculated by dividing net profit or loss for the year attributable to the owners of the Company by the weighted average number of ordinary shares outstanding during the year. Diluted earnings per share amounts are calculated by dividing the net profit or loss attributable to the owners of the Company (after adjusting for interest on the convertible notes) by the weighted average number of ordinary shares outstanding during the year plus the weighted average number of ordinary shares that would be issued on conversion of all the dilutive potential ordinary shares into ordinary shares. Revenue Revenue is recognised when the performance obligation associated with the sale is completed or as the performance obligation is completed over time where appropriate. The transaction price comprises the fair value of the consideration received or receivable, net of value added tax, rebates and discounts and after eliminating sales within the Group. Revenue and gross profit are recognised as follows (note 7):
Revenue from housing sales is recognised in profit or loss when control is transferred to the customer. This is deemed to be when title of the property passes to the customer on legal completion and the performance obligation associated with the sale is completed.
Management fees are recognised as revenue in the period to which they relate when performance obligations are fulfilled based on agreed transaction prices. Variable performance fees are estimated based on the expected value and are only recognised over time as performance obligations are fulfilled when progress can be measured reliably and to the extent that a significant reversal of revenue in a subsequent period is unlikely.
The Group primarily operates under cost plus margin agreements and therefore revenue is recognised when the relevant cost has been incurred.
The Group generates a monthly Co-Living management fee for services provided relating to day-to-day administration and office space. These fees are recognised as revenue in the period to which they relate when performance obligations are fulfilled based on agreed transaction prices. Cost of sales The Group determines the value of inventory charged to cost of sales based on the total budgeted cost of developing a site. Once the total expected costs of development are established, they are allocated to individual plots to achieve a standard build cost per plot. Cost of sales represent cost for purchase of land, construction costs, consultant costs, utilities cost and other related direct costs. To the extent that additional costs or savings are identified as the site progresses, these are recognised over the remaining plots unless they are specific to a particular plot, in which case they are recognised in profit or loss at the point of sale. 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 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. Finance income Interest income on bank deposits is recognised on an accruals basis. Also included in interest receivable are interest and interest-related payments the Group receives on other receivables and external loans., as well as interest earned from its investment in associate adopting the Effective Interest Method under IFRS 9. Finance costs Borrowing costs are recognised on an accruals basis and are payable on the Group’s borrowings and lease liabilities. Also included are the amortisation of fees associated with the arrangement of the financing. Specific or general borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of qualifying assets which are assets that necessarily take a substantial period to get ready for sale. The Group considers that its inventories are qualifying assets. Leases The Group as a lessee The Group assesses at inception whether a contract is, or contains, a lease. A lease exists if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. The Group assessment includes whether:
At the commencement of a lease, the Group recognises a right-of-use asset along with a corresponding lease liability. The lease liability is initially measured at the present value of the remaining lease payments, discounted using the Group’s incremental borrowing rate. The lease term comprises the non-cancellable period of the contract, together with periods covered by an option to extend the lease where the Group is reasonably certain to exercise that option based on operational needs and contractual terms. Subsequently, the lease liability is measured at amortised cost by increasing the carrying amount to reflect interest on the lease liability and reducing it by the lease payments made. The lease liability is remeasured when the Group changes its assessment of whether it will exercise an extension or termination option. Right-of-use assets are initially measured at cost, comprising the initial measurement of the lease liability adjusted for any lease payments made at or before the commencement date, estimated asset retirement obligations, lease incentives received and initial direct costs. Subsequently, right-of-use assets are measured at cost, less any accumulated depreciation and any accumulated impairment losses, and are adjusted for certain remeasurements of the lease liability. Depreciation is calculated on a straight-line basis over the length of the lease. Right-of-use assets are presented within non-current assets in property, plant and equipment, and lease liabilities are included in current liabilities (borrowings) and non-current liabilities (borrowings) depending on the length of the lease term. Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation, and accumulated impairment losses. Depreciation is recognised to write off the cost or valuation of assets less their residual values over their useful lives, using the straight-line method. The estimated useful lives, residual values and depreciation method are reviewed at each year end, with the effect of any changes in estimate accounted for on a prospective basis. The gain or loss on the disposal or retirement of an item of property, plant and equipment is determined as the difference between the sales proceeds and the carrying amount of the asset as is recognised in the profit or loss. Depreciation is provided at the following annual rates to write off each asset over its estimated useful life:
Financial instruments Financial assets Financial assets are initially recognised at fair value and subsequently classified into one of the following measurement categories:
The classification of financial assets depends on the Group’s business model for managing the asset and the contractual terms of the cash flows. Assets that are held for the collection of contractual cash flows that represent solely payments of principal and interest are measured at amortised cost, with any interest income recognised in profit or loss using the effective interest method. Financial assets that do not meet the criteria to be measured at amortised cost are classified by the Group as measured at FVTPL. Fair value gains and losses on financial assets measured at FVTPL are recognised in profit or loss and presented within net operating expenses. Impairment of financial assets The Group assesses on a forward-looking basis the expected credit loss associated with its financial assets carried at amortised cost. The impairment methodology applied depends on whether there has been a significant increase in credit risk. For trade receivables, the Group applies the simplified approach permitted by IFRS 9, which requires expected lifetime losses to be recognised from initial recognition of the receivables. Trade and other receivables Trade and other receivables are measured at amortised cost, less any loss allowance. Cash and cash equivalents Cash and cash equivalents comprise cash held by the Group and short-term bank deposits with an original maturity of three months or less from inception and are subject to insignificant risk of changes in value. Financial liabilities Financial liabilities are initially recognised at fair value and measured at amortised cost. Derecognition Financial assets The Group derecognises a financial asset when:
Financial liabilities The Group derecognises a financial liability when its contractual obligations are discharged or cancelled, or expire. The Group also derecognises a financial liability when its terms are modified and the cash flows of the modified liability are substantially different, in which case a new financial liability based on the modified terms is recognised at fair value. On derecognition of a financial liability, the difference between the carrying amount extinguished and the consideration paid (including any non-cash assets transferred or liabilities assumed) is recognised in profit or loss. Borrowings Borrowings are allocated to either specific or general borrowings and initially recognised at fair value, net of transaction costs incurred and subsequently measured at amortised cost. Specific or general borrowing costs are capitalised if they are directly attributable to the acquisition, construction or production of qualifying assets which are assets that necessarily take a substantial period of time to get ready for sale. These are added to the cost of those assets, until such time as the assets are substantially ready for their intended use or sale. All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Trade and other payables Trade and other payables are measured at amortised cost. When the acquisition of land has deferred payment terms a land creditor is recognised. Payables are discounted to present value when repayment is due more than one year after initial recognition or the impact is material. Customer deposits Customer deposits are recorded as deferred income on receipt and released to profit or loss when the related revenue is recognised. Equity instruments An equity instrument is any contract that evidences a residual interest in the assets of the Group after deducting all of its liabilities. Equity instruments issued by the Group are recorded as the proceeds are received, net of direct issue costs. Ordinary shares are classified as equity. Any incremental costs directly attributable to the issue of new shares are shown in equity as a deduction, net of tax, from the proceeds. The Group also recognises loans waived by its ultimate controlling party in a Capital Contribution Reserve within equity. Inventory - developments Inventories are initially stated at cost and held at the lower of this initial amount and net realisable value. Costs comprise direct materials and, where applicable, direct labour and those overheads that have been incurred in bringing the inventories to their present location and condition. Net realisable value represents the estimated selling price based on intended use less all estimated costs of completion and costs to be incurred in marketing, selling and distribution. Land is recognised in inventory when the significant risks and rewards of ownership have been transferred to the Group. Non-refundable land option payments are initially recognised in inventory. They are reviewed regularly and written off to profit or loss when it is probable that the option will not be exercised. Taxation The tax charge represents the sum of the tax currently payable and deferred tax. Current tax The tax currently payable is based on taxable profit for the period. Taxable profit differs from profit before tax as reported in the profit or loss because it excludes items of income or expense that are taxable or deductible in other years, and it further excludes items that are never taxable or deductible. The Group’s liability for current tax is calculated using tax rates that have been enacted or substantively enacted at the reporting date. Deferred tax Deferred tax is the tax expected to be payable or recoverable on differences between the carrying amounts of assets and liabilities in the financial statements and the corresponding tax bases used in the computation of taxable profit. Deferred tax liabilities are generally recognised for all taxable temporary differences and deferred tax assets are recognised to the extent that it is probable that taxable profits will be available against which deductible temporary differences can be utilised. Such assets and liabilities are not recognised if the temporary difference arises from goodwill or from the initial recognition (other than in a business combination) of other assets and liabilities in a transaction that affects neither the taxable profit nor the accounting profit. Deferred tax liabilities are also recognised for taxable temporary differences arising on investments in subsidiaries and interests in joint ventures, except where the Group is able to control the reversal of the temporary difference and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred tax is measured on a non-discounted basis using the tax rates and laws that have been enacted or substantively enacted by the reporting date. The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the asset to be recovered. Deferred tax is charged or credited to the profit or loss, except when it relates to items charged or credited directly to other comprehensive income or equity, in which case the deferred tax is also dealt with in other comprehensive income or equity.
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. 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 2025
For the financial year to 30 June 2024
Developments In the developments segment, £6,503,516 revenue was generated from external parties through the sale of 27 plots in completed developments as well as other land and buildings (2024: £8,705,526). The Victoria Road, Eccleshill development sold 24 units (2024: nil) during the year generating revenue of £5,077,925 (2024: £nil). The Oscar House development sold 2 units (2024: 10 units) generating £470,000 in revenue (2024: £2,421,480). The St Petersgate development sold 1 unit (2024: 17 units) generating £145,000 (2024: £2,872,200) in revenue. The building at Seaton House was sold generating revenue of £600,000 (2024: £nil), whilst sale of the land at Churchgate, Leicester generated £250,000 (2024: £nil). 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 three development management agreements with related companies: One Heritage Tower Limited, Bee Kitchens (Waters Edge) Limited and Zentra Great Ducie Street Limited and One Heritage North Church Limited:
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/or there is too much uncertainty to reliably estimate expected revenue. Construction Construction generates most of its revenue from two sources: Robin Hood Property Development Limited (“RHPD”) and OH UK Holdings Limited (and its subsidiaries) (“OHUK”). The Group receives a cost plus 5.0% margin on all works undertaken, recognising £329,197 (30 June 2024: £863,681) of revenue from works for RHPD in the year. The Group has also undertaken work for OHUK on a cost plus 5.0% margin basis, this generated revenue of £45,855 (30 June 2024: £nil) 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 £12,000 revenue in the financial year (30 June 2024: £nil) and residential property sold for OH UK Holdings Limited (and its subsidiaries) generating £17,900 in the financial year (30 June 2024: £nil). 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 2024: £100,000), OH UK Holdings Limited, generating revenue of £96,397 (30 June 2024: £nil) and One Heritage Portfolio Rental Limited, recognising revenue of £12,000 (30 June 2024: £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 £450,516 (30 June 2024: £963,681) for the year. This amounted to 6% (30 June 2024: 7%) 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 6). 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.
The Group has generated a loss in the year and the prior year. Tax losses carried forward Tax losses for which no deferred tax asset was recognised expire as follows:
The carried forward losses do not expire as they relate to trading activity that is expected to continue.
Reconciliation of effective tax rate
As at 30 June 2025
As at 30 June 2024
Right of use asset
Break options The lease for the office has an option to break the lease after 5 years. The right-of-use asset has been calculated on the assumption that the break clause is taken up at the end of FY26.
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. The estimated net realisable value of Seaton House is based on an unconditional contract of sale (less estimated costs of sale).
On 22 November 2024 the Group disposed of four entities to a OH UK Holdings Limited, a related party, for consideration of £5 million. The details of the disposal were as follows:
* Consideration settled through transfer of related party borrowings.
Nature of Investment On 22 November 2024, the Group made an investment in Zentra Great Ducie Street Limited, a related-party associate of the Group. Zentra Great Ducie Street Limited is engaged in property development, including the acquisition, development and sale of residential and commercial real estate, which is considered strategic to the Group’s longer-term activities. The Group exercises significant influence over Zentra Great Ducie Street Limited but does not have control.
Accounting Treatment The investment in the associate is accounted for using the equity method in accordance with IAS 28. In addition to the equity investment, the Group has advanced debt funding to the associate. This debt investment is accounted for at amortised cost under IFRS 9, applying the Effective Interest Method. The loan of £4,099,970 has been acquired by the Company from a related party for £2,999,970 and is to be repaid at the end of the development. Whilst there are no contractual predetermined dates of repayment of the loan, this is expected to be in the third quarter of 2026. The Group recognised related-party interest income of £507,137 during the reporting period (30 June 2024: £nil). Reconciliation of investment in associate
At 30 June 2025, the carrying amount of the investment was £3,507,572 (30 June 2024: £nil). Summarised financial information of the associate The following table presents summarised financial information for Zentra Great Ducie Street Limited, based on its financial statements for the year ended 30 June 2025, prepared under IFRS.
Dividends Received No dividends were received from the associate during the year (30 June 2024: nil). Profit or Loss and OCI impact The Group’s share of profit or loss from the associate for the year ended 30 June 2025 was not material and has therefore not been separately disclosed in the consolidated statement of profit or loss. Fair value of investment The associate is a private company, and there is no quoted market price for the Group’s investment. Accordingly, the fair value of the investment has not been disclosed.
At 30 June 2025, the Group was due £352,397 (30 June 2024: £418,617) from related parties, including £153,077 (30 June 2024: £21,985) from One Heritage Great Ducie Street Limited, £56,426 from OH UK Holdings Limited (30 June 2024 £nil), £54,210 (30 June 2024: £248,564) from Robin Hood Developments Limited, £20,876 (30 June 2024: £nil) from One Heritage Property Rental Limited, £20,456 (30 June 2024: £nil) from One Heritage Bank Street Limited and other related parties £47,352 (30 June 2024: £148,068). All related party balances have been reviewed and are considered recoverable. Further details of related parties can be found in note 23. Other debtors include £252,980 (30 June 2024: £252,980) which relates to taxation recoverable under the Construction Industry Scheme. Other prepayments and accrued income includes prepayments for business rates of £30,386 (30 June 2024: £nil) and group insurances of £28,245 (30 June 2024: £27,783). Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding, there have been no increases in credit risk and therefore credit risk is considered to be low. Therefore, no expected credit loss provision has been recognised.
The Group defines capital as the Group’s shareholder equity and borrowings. The Group’s policy is to maintain a strong capital base so as to maintain, investor, creditor and market confidence and to sustain future development of the business. Management monitors the return on capital, as well as the level of external debt in the business. The Group monitors capital using a ratio of ‘net debt’ to shareholder equity. Net debt is calculated as total liabilities (as shown in the statement of financial position) less cash and cash equivalents. The Group’s policy is to keep the ratio below 3.0. In the current and prior year the ratio is significantly higher than the policy due to the negative equity and the impairment of developments.
On 29 October 2024, the Group entered into a loan agreement for £1.6 million with Hilco Real Estate Finance UK Ltd, secured against properties at Bank Street, Sheffield and Lincoln House, Bolton. This loan was transferred out of the Group on the disposal of those entities. On 28 February 2025, the Group repaid the £3.8m development finance facility associated with the Victoria Road Eccleshill development on the completion of the sale of 19 of the 24 plots. In March 2024, the Group announced its repayment of a £1.5m unsecured corporate bond and agreed a new twelve-month £500,000 unsecured loan with a bondholder at an interests rate of 8% per annum. This loan was extended on 5 March 2025 for a further twelve months at a revised interest rate of 6% per annum, effective from 15 March 2025. Related party borrowings As part of the restructure of the Group in November 2024, the then existing shareholder loan facility was repaid in full and terminated, funded by a new related party loan and a £2.1m loan waiver from the Group’s parent company One Heritage Property Development in Hong Kong. The new related party loan was entered into with OH UK Holdings Limited at a reduced interest rate of 6% and a repayment date of 31 December 2026, with an option to extend for up to 24 months. Terms and repayment schedule The terms and conditions of outstanding loans are as follows:
Reconciliation of movements of liabilities to cash flows from financing activities
Trade payables and accruals relate to amounts payable at the reporting date for services received during the period. At 30 June 2025, the Group owed £112,334 (30 June 2024: £79,915) to related parties. Further details of related parties can be found in note 23 to the financial statements. The Group has financial risk management policies in place to ensure that all payables are paid within the credit timeframe.
Fair values For all financial assets and financial liabilities not measured at fair value, the carrying amount is a reasonable approximation of fair value. Financial risk management The Group has exposure to the following risks arising from financial instruments:
Risk management framework The Group’s Board of Directors has overall responsibility for the establishment and oversight of the Group’s risk management framework. The Audit and Risk Committee is responsible for developing and monitoring the Company’s risk management policies. The Committee reports regularly to the Board of Directors on its activities. The Group’s risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls to monitor risks. Risk management policies and systems are reviewed regularly to reflect changes in market conditions and the Group’s activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations. The Company’s Audit and Risk Committee oversees how management monitors compliance with the Company’s risk management policies and procedures and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Credit risk Credit risk is the risk of financial loss where counterparties are not able to meet their obligations. Group policy is that surplus cash, when not used to repay borrowings, is placed on deposit with the Group’s main relationship banks and with other banks or money market funds based on a minimum credit rating and maximum exposure. The significant concentrations of credit risk are to related parties (refer note 23). Management consider that the credit quality of the various receivables is good in respect of the amounts outstanding and therefore credit risk is considered to be low. The carrying amount of financial assets represents the Group’s maximum exposure to credit risk at the reporting date assuming that any security held has no value. Cash and cash equivalents The Group held cash and cash equivalents of £946,915 at 30 June 2025 (30 June 2024: £88,161).
Guarantees The Company’s policy is to provide financial guarantees only for subsidiaries’ liabilities. At 30 June 2025, the Company had no guarantees on issue (30 June 2024: £3,240,094). Liquidity risk Liquidity risk is the risk that the Group does not have sufficient financial resources available to meet its obligations as they fall due. The Group manages liquidity risk by continuously monitoring forecast and actual cash flows, matching the expected cash flow timings of financial assets and liabilities with the use of cash and cash equivalents, borrowings, overdrafts and committed revolving credit facilities with a minimum of 12 months to maturity. Future borrowing requirements are forecast on a monthly basis and funding headroom is maintained above forecast peak requirements to meet unforeseen events. At 30 June 2025, the Group’s borrowings and facilities had a range of maturities with an average life of 17.5 months. In addition to fixed term borrowings, the Group has access to a shareholder loan facility. At the reporting date, the total unused committed amount available for general purposes was £0.06m and cash and cash equivalents were £0.95m. The maturity profile of the anticipated future cash flows including interest, using the latest applicable relevant rate, based on the earliest date on which the Group can be required to pay financial liabilities on an undiscounted basis, is as follows:
Market risk Market risk is the risk that changes in market prices will affect the Group’s income. The objective of market risk management is to manage and control risk exposures within acceptable exposures within acceptable parameters, while optimising the return. The Group does not hold any equity positions and trade in foreign currencies. It therefore considers the market risk to be low. Interest rate risk management The Group has a policy to have fixed interest rate borrowings where possible. Where this is not possible, the Group will look to hedge interest variability if cost effective. Interest rate sensitivity The Group currently has no variable interest rate arrangements.
Bonus payments No bonuses were paid in the year ending 30 June 2025 (20 June 2024: £nil).
Pension benefits Pension benefits comprise Employer contributions into the Group’s defined contribution pension scheme. In FY25, they include the impact of salary sacrifice (employee contributions are taken from pre-tax pay and paid in conjunction with the employer contribution).
All shares issued by the Company are ordinary shares and have equal voting and distribution rights. The total shares in issue as at 30 June 2025 is 38,678,333 (30 June 2024: 38,678,333) and are fully paid up.
Parent and ultimate controlling party At the reporting date 53.84% of the shares are held by One Heritage Property Development Limited, which is incorporated in Hong Kong. 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.
Transactions with key management Key management personnel compensation comprised the following:
Compensation of the Group’s key management personnel is short term employee benefits. Key management personnel transactions The key management control 14.85% (30 June 2024: 2.8%) of the voting shares of the Company. Other related party activity Details of related party balances as at the Reporting Date are disclosed in notes 16, 18 and 19; details of revenue derived from related parties is disclosed in note 7. Below is a table that sets out the entities that are related parties to the Group:
On 11 July 2025, Zentra New Islington Limited completed the acquisition of a development site at Old Mill St, Manchester for £1.425m, funded by both debt and equity.
Zentra completed the transfer of its listing from the Access segment of the Aquis Stock Exchange to the newly launched Aquis Real Asset Market on 21 July 2025. Subsequently, on 2 October 2025 the Group was granted 30,000 ordinary shares in Aram Advisors Limited for an aggregate subscription price of £30,000 which was not paid in cash, but as agreed satisfied in full by services rendered.
On 9 September 2025, Zentra confirmed the grant of £2,781,818 share options under a Company Share Option Plan.
On 5 December 2025, Zentra completed the disposal of the remaining land at Seaton House, Stockport for £0.4m.
On 30 December 2025, Zentra agreed with OH UK Holdings Limited (“OHUK”) that OHUK will make available a further amount of £3m to the Group if required, increasing the maximum aggregate funding available under the existing loan agreement to £11m until the Group receives repayment of its loan receivable from the One Victoria project in Manchester.
On 30 December 2025, the Company also agreed to extend the maturity date of the £500,000 Loan Note from 14 March 2026 until the Group receives repayment of its loan receivable from the One Victoria project in Manchester.
One new standard (IFRS 18 Presentation of Financial Statements) is expected to have a significant impact on the Group’s consolidated financial statements when adopted. New standards and amendments issued but not effective for the current annual period The following standards and interpretations had been issued but not yet mandatory for annual reporting periods ending June 30, 2025. Description Presentation of Financial Statements – IFRS 18 was issued in April 2024 and becomes effective for annual periods beginning on or after 1 January 2027. Whilst much of IAS 1’s content is carried forward, its key new concepts relate to the structure of the statement of profit or loss, required disclosures in the financial statements for certain profit or loss performance measures that are reported outside an entity’s financial statements (that is, management-defined performance measures) and enhanced principles on aggregation and disaggregation which apply to the primary financial statements and notes in general.
The Group anticipates that this new standard will be adopted in the financial statements as and when it is applicable and its adoption may have no material impact on the financial statements in the period of initial application.
The Company’s subsidiaries and other related undertakings at 30 June 2025 are listed below. All Group entities are included in the consolidated financial results. All companies listed below undertake all of their activity in the United Kingdom.
The share capital of each of the companies, where applicable, comprises ordinary shares unless otherwise stated.
There are loans between these entities, which are all interest free and repayable on demand. The registered office of each of the Company’s subsidiaries is the same as that of the Company. * These 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.
Company statement of financial position As at 30 June 2025
As permitted by Section 408 of the Companies Act 2006, Zentra Group plc has not presented its own Income Statement. The profit after taxation of the Company for the financial year was ￡851,223 (2024: ￡829,399). These financial statements were approved by the Board of Directors on 30 December 2025 and were signed on its behalf by:
Jason David Upton Company registration number: 12757649 The accompanying notes on pages 73 to 78 form an integral part of the financial statements Company statement of changes in equity
For the year ended 30 June 2025
For the year ended 30 June 2024
The accompanying notes on pages 73 to 78 form an integral part of the financial statements. Notes to the Company financial statements For the year ended to 30 June 2025 C1. 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 Zentra 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:
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:
Going concern The Company does not trade independently and relies on the Group for funding. Accordingly, the Directors’ assessment of the Company’s ability to continue as a going concern is consistent with that of the Group, as set out in Note 3 to the consolidated financial statements. As disclosed in that note, the Group is subject to a material uncertainty related to events that may cast significant doubt on the Group’s ability to continue as a going concern. As the Company is dependent on the Group for ongoing financial support, this material uncertainty applies equally to the Company. The Company financial statements have nevertheless been prepared on a going concern basis, which the Directors believe to be appropriate. 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 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 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.
C2. Investment in subsidiaries
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.
Due to losses in the underlying subsidiaries, the investment in subsidiaries were impaired in the prior year by £2,750,100 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.
Below is a list of the key subsidiaries of One Heritage Property Development (UK) Limited.
C3. Debtors: amounts receivable after one year
The Intercompany loan payable by One Heritage Property Development (UK) Limited (“ZPDUK”) was extinguished and facilitated the investment in associate (see Note 6).
C4. Debtors: amounts receivable within one year
Trade and other receivables relate to management fees owed by Zentra Property Development (UK) Limited for services provided by the Company.
C5. Creditors: amounts falling within one year
Amounts owed to related parties includes a loan payable to Zentra Property Development (UK) Limited of £1,841,565 (30 June 2024: £nil). The movement in the loan facilitated the investment in associate Zentra Great Ducie Street Limited. The loan is interest free and payable on demand. On 5 March 2025, the Loan Note was extended for a term of 12 months with an interest rate of 6% (30 June 2024: 8%) maturing 15 March 2026.
C6. 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.
The registered office of each of the Company’s subsidiaries is the same as that of the Company. C7. Events after the reporting date
Zentra completed the transfer of its listing from the Access segment of the Aquis Stock Exchange to the newly launched Aquis Real Asset Market on 21 July 2025. Subsequently, on 2 October 2025 the Company was granted 30,000 ordinary shares in Aram Advisors Limited for an aggregate subscription price of £30,000 which was not paid in cash, but as agreed satisfied in full by services rendered.
On 9 September 2025, Zentra confirmed the grant of £2,781,818 share options under a Company Share Option Plan.
On 30 December 2025, the Company agreed to extend the maturity date of the £500,000 Loan Note from 14 March 2026 until the Group receives repayment of its loan receivable from the One Victoria project in Manchester.
C8. Related party disclosures Directors’ remuneration The Directors of the Company were paid through One Heritage Property Development (UK) Limited, a subsidiary.
Bonus payments During the year Jason Upton received a bonus payment of £nil (FY 2024: £nil), Yiu Tak Cheung £nil (FY 2024: £nil) and Anthony Unsworth £nil (FY 2024: £nil).
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 2025, the Company had no guarantees outstanding to any banks in respect of credit facilities. Parent and ultimate controlling party At the reporting date 53.84% 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. Other related party activity Details of related party balances as at the Reporting Date are disclosed in notes 16, 18 and 19; details of revenue derived from related parties is disclosed in note 7. Dissemination of a Regulatory Announcement that contains inside information in accordance with the Market Abuse Regulation (MAR), transmitted by EQS Group. The issuer is solely responsible for the content of this announcement. View original content: EQS News |
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| ISIN: | GB00BLF79495 |
| Category Code: | FR |
| TIDM: | ZNT |
| LEI Code: | 2138008ZZUCCE4UZHY23 |
| Sequence No.: | 413206 |
| EQS News ID: | 2252920 |
| End of Announcement | EQS News Service |
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