Zentra Group plc: Unaudited interim report for the six months ended 31 December 2025
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Zentra Group plc (ZNT)
23 March 2026
Zentra Group plc (the “Company” or “Zentra”) Unaudited interim report for the six months ended 31 December 2025 Zentra Group PLC, the Manchester based residential developer focused on the North of England, announces its half year results for the six months ended 31 December 2025. Financial highlights
Operational highlights
Post Period Events
Outlook
Contacts Zentra Group plc Nick Courtney Guild Financial Advisory Limited (AQSE Corporate Adviser) Ross Andrews Email: ross.andrews@guildfin.co.uk Tel: +44 (0)7973 839767 Tomas Klaassen Email: tomas.klaassen@guildfin.co.uk
Hybridan LLP (AQSE Corporate Broker) About Zentra Group plc For further information, please visit the Company’s website at www.zentragroup.co.uk.
CHIEF EXECUTIVE’S REVIEW This update provides an overview of our activities for the first six months ended 31 December 2025. During the period, our principal focus has remained on progressing our core development and development management activities, with particular emphasis on completing One Victoria, securing further sales, and advancing New Islington towards commencement of works. As set out in our annual results, the Board remains committed to maintaining a disciplined approach to project selection and delivery, with a focus on generating cash and fee income from our existing projects whilst laying the foundations for future growth. Operational progress and key highlights
One Victoria One Victoria remains the Group’s key near‑term delivery priority. Sales activity has continued to be positive and has remained a central focus, given the importance of securing sales to underpin project de‑risking and funding repayment. 98 sales have been agreed at One Victoria, comprising 90 exchanged contracts and 8 reservations. We continue to focus on securing new sales, converting reservations into exchanged contracts and maintaining momentum through targeted marketing and agent engagement. Construction activity has progressed, however practical completion is now expected at the end of Q2 2026 due to construction delays. Through our Development Agreement, we are working closely with the wider professional team and the contractor to manage programme risk and to prioritise critical path activities, including commissioning and completion of final works, to support timely handover and completion. We will continue to provide updates as key milestones are achieved. Importantly, the level of agreed sales provides the Group with increased visibility on the project’s debt funding coverage. Based on the current level of exchanged contracts, agreed sales are expected to clear the One Victoria development finance facility on completion. This provides a clear pathway to repayment of the Group’s interest, strengthens the overall balance sheet position on completion and supports the Group’s ability to allocate resources to progressing New Islington and selectively adding to the pipeline. One Heritage Tower After the reporting date, the sale of the One Heritage Tower site was completed which represents a significant milestone for the project and demonstrates the value of the Group’s development management expertise. In connection with the successful completion of the sale, the Company is entitled to a £0.35m disposal fee for securing the sale in accordance with the terms of its Development Management Agreement. This fee income is an important contributor to near‑term liquidity and a validation of the Group’s development management model, which provides a revenue stream alongside our owned developments activity. New Islington At New Islington, planning has been secured and the project is progressing through the final stages of design development and the tendering process. Our near‑term priority is to progress procurement in an orderly and disciplined manner, ensuring that the scope, programme and delivery approach are appropriately aligned prior to the appointment of a principal contractor. We intend to provide a further update in Q2 2026 as we move towards appointing a principal contractor and preparing to commence works. In the meantime, the project team remains focused on completing outstanding design and procurement preparation, including engagement with key consultants and supply chain parties, to support a smooth transition into the construction phase. Pipeline and corporate focus Alongside progressing our existing projects, we have continued to assess opportunities to add to our pipeline. Our approach remains selective: we prioritise opportunities where the underlying fundamentals support long‑term demand and where we can structure transactions to balance capital efficiency with attractive returns. We remain focused on maintaining appropriate corporate cost discipline and ensuring that the Group’s resources are directed towards activities that support delivery, sales conversion and value creation. This remains consistent with the operational focus described in our annual results, and we will continue to evaluate the appropriate balance between direct development activity, development management mandates and pipeline expansion. Outlook Looking ahead, our priorities for the next period are clear. First, we will continue to work towards practical completion at One Victoria in line with the revised programme, whilst maintaining sales momentum and progressing remaining sales through to exchange and completion. Second, we will advance New Islington through procurement towards the appointment of a principal contractor, with a further update to be provided in Q2 2026. Third, we will continue to evaluate opportunities to add to the pipeline where they meet the Group’s return and risk criteria. FINANCE REVIEW For the six months ended 31 December 2025, revenue decreased by £1.03m (-52%) to £0.94m (H1 FY25: £1.97m). This primarily reflects reduced activity in development sales and construction services.
Notwithstanding the reduction in activity compared to the prior period, developments sales revenue remained the largest contributor to Group revenue, accounting for 43% of total revenue. This revenue was earned from the sale of the remaining land at Seaton House, Stockport for £400,000. Construction services delivered revenue of £0.10m in the period (H1 FY25: £0.23m), reflecting building activity supplied to related parties (predominantly Robin Hood Property Development Ltd) on co-living properties. The reduction in revenue reflects the Group’s continued strategic move away from the provision of co-living and property management services. There was a small reduction in development management fee income of £0.04m to £0.23m (H1 FY25: £0.27m), and this was delivered from two projects: related party projects at One Victoria, Manchester and at One Heritage Tower, Salford. Property Services also saw a decrease over the same period last year of £0.04m to £0.06m (H1 FY25: £0.10m). This revenue relates to property management fees. Gross profit increased by £1.16m to a profit of £0.45m (H1 FY25: loss of £0.71m) as a result of materially lower impairments in the current year. The impairment charge in the period was negative, in the amount of £0.06m (H1 FY25: £0.33m), and relates to a write back of impairment on sale of the land at Seaton House. Administrative expenses were £1.04m in the period (H1 FY25: £1.35m). This represents an overall £0.31m decrease (or almost 23%) in overheads arising from a decrease in staff, consultancy and corporate costs. Whilst this is a positive direction of travel and reflects a key focus during the period on cost control, the Group remains focused on a tight control of overheads, whilst introducing some targeted investment in cost to benefit revenue streams. The Group recorded an operating loss in H1 FY26 of £0.59m (H1 FY25: profit of £0.50m). Whilst this represents a decrease of £1.09m on the prior period, the operating profit in H1 FY25 included an exceptional item of £2.56m from the profit on sale of four entities from the Group. Finance costs were down £0.32m compared to last year at £0.25m (H1 FY25: £0.57m), whilst the group earned £0.20m in interest income as outlined in Note 9 (H1 FY25: Nil). Basic loss per share was 1.6 pence (H1 FY25: 0.2 pence). Inventory in the Consolidated Statement of Financial Position increased by £1.23m to £1.85m compared with the position at 30 June 2025 (30 June 2025: £0.61m), reflecting the acquisition of the development site at New Islington, Manchester. The purchase of this project site also contributed to the rise in current borrowings, which increased by £0.88m to £1.48m (30 June 2025: £0.61m). The Going Concern statement in Note 2 of the interim Financial Statements below updates 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. 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 Group 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 & 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.
in respect of the half-yearly financial report
We confirm that to the best of our knowledge:
The Directors of Zentra Group PLC are listed on the company website, www.zentragroup.co.uk
By order of the Board Jason Upton Chief Executive Officer 20 March 2026
FINANCIAL STATEMENTS Consolidated statement of comprehensive income For the six months ended 31 December 2025
The accompanying notes form an integral part of the financial statements.
Consolidated statement of financial position As at 31 December 2025
The accompanying notes on form an integral part of the financial statements.
Consolidated statement of cash flows For the six months ended 31 December 2025
The accompanying notes on form an integral part of the financial statements.
Consolidated statement of changes in equity For the six months ended to 31 December 2025
For the six months ended 31 December 2024
For the year ended 30 June 2024
The accompanying notes on form an integral part of the financial statements.
Notes to the interim financial statements For the six months ended to 31 December 2025
Zentra Group PLC (the “Company”) 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 is that of property development. These condensed consolidated interim financial statements (“interim financial statements”), as at the end of the six month period to 31 December 2025, are comprised of the Company and its subsidiaries.
These interim financial statements for the six months ended 31 December 2025 have been prepared in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK, and should be read in conjunction with the Group’s last annual consolidated financial statements as at and for the year ended 30 June 2025 (“last annual financial statements”). They do not include all of the information required for a complete set of financial statements prepared in accordance with IFRS Standards. However, selected explanatory notes are included to explain events and transactions that are significant to an understanding of the changes in the Group’s financial position and performance since the last annual financial statements. The annual financial statements of the Group are prepared in accordance with UK-adopted international accounting standards. As required by the Disclosure Guidance and Transparency Rules of the Financial Conduct Authority, the condensed set of financial statements has been prepared applying the accounting policies and presentation that were applied in the preparation of the company’s published consolidated financial statements for the year ended 30 June 2025. These interim financial statements were authorised for issue by the Company’s board of directors on 20 March 2026. Going concern Notwithstanding a loss for the interim period ending 31 December 2025 of £607,597 (H1 FY25: £92,725), 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 30 June 2027. This forecast, which includes consideration of reasonably possible downside scenarios, indicates that the Group will have sufficient resources to meet its liabilities as they fall due for the forecast period.
Since the approval of the Group’s annual financial statements for the year ended 30 June 2025, the transactions within the wider group previously referred to in the going concern disclosure - including the refinancing and/or asset disposal - have now completed.
In addition, as announced on 30 December 2025 Zentra:
As a result of the above developments, the Directors no longer consider that a material uncertainty exists in respect of the Group’s ability to continue as a going concern. Accordingly, the Directors are satisfied that it remains appropriate to prepare the interim financial statements on a going concern basis.
In preparing these Interim Financial Statements, management 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 management 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:
Since the approval of the financial statements for the year ended 30 June 2025, the transactions within the wider group previously giving rise to material uncertainty have now completed, so that the Directors consider that sufficient certainty now exists regarding the Group’s funding position for the forecast period. Accordingly, while the going concern assessment continues to involve judgement, the Directors no longer consider that a material uncertainty exists in relation to the Group’s ability to continue as a going concern. The interim financial statements have therefore been prepared on a going concern basis
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.
The accounting policies applied in these interim financial statements are the same as those applied in the Group’s consolidated financial statements as at and for the year ended 30 June 2025. The accounting policies will also be reflected in the Group’s consolidated financial statements as at and for the year ending 30 June 2026. No new accounting standards were adopted in the year that had a significant impact on these financial statements.
The Group operates four segments: Developments, Construction, Property Services and Corporate. All the revenues generated by the Group were generated within the United Kingdom. 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 period ended 31 December 2025:
For the period ended 31 December 2024:
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.
The Group generates its revenue primarily from development management agreements, development sales and construction services.
Developments consist of sales of properties owned and developed by the Group and two development management agreements with One Heritage Tower Limited and Zentra Great Ducie Street Limited:
The Group has not recognised any revenue linked to the profit share element of these agreements as the transaction price is variable and the amount cannot be reliably determined at this time. This is because the developments are either yet to commence construction or have reached practical build completion but sales values are not yet fully committed, and as such there is too much uncertainty to reliably estimate expected revenue. During the period £400,000 development sales revenue was generated from external parties through the sale of the land at Seaton House, Stockport (H1 FY25: £1,215,000). Construction generates the majority of revenue from Robin Hood Property Development Limited. The Group receives a cost plus 5.0% margin on all works undertaken for Robin Hood Property Development Limited, recognising £91,191 (H1 FY25: £222,355) of revenue in the year. The development management and construction revenues have been generated through related parties. 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, including that for Robin Hood Property Development Limited, a related party. These activities generated revenue in the period of £59,859 (H1 FY25: £95,883). The Corporate revenue is from contracts signed with related parties Zentra Great Ducie Street Limited, generating revenue of £30,121 (H1 FY25: £Nil), Robin Hood Property Development Limited, generating revenue of £50,000 (H1 FY25: £50,000) and One Heritage Property Rental Limited, recognising revenue of £6,000 (H1 FY25: £6,000). The Group also earned revenue from it’s agreement with OH UK Holdings Limited, recognising £61,900 in consideration for a range of administration services and use of the Group’s office.
The Group’s inventory relates wholly to the New Islington development project and is stated at the lower of cost and net realisable value. The Directors have reviewed the net realisable value of the development by reference to expected sales proceeds less estimated costs to complete and sell and are satisfied that no impairment is required at the reporting date.
The Group holds a 30% equity interest in Zentra Great Ducie Street Limited, a related-party associate incorporated in the United Kingdom, which is engaged in property development activities. The investment continues to be accounted for using the equity method in accordance with IAS 28. In addition to its equity interest, the Group has advanced loan funding to the associate. The loan is accounted for at amortised cost under IFRS 9 using the effective interest method. The loan is expected to be repaid upon completion of the development, anticipated in Q3 2026. At the reporting date, the carrying amount of the investment in associate was £3,710,414 (30 June 2025: £3,507,572). Interest income of £202,842 (H1 FY25: £Nil) was recognised in relation to the loan advanced to the associate The Group’s share of results from the associate for the period was not material. No dividends were received during the period. There have been no material changes to the nature of the investment or the relationship with the associate since 30 June 2025.
Related party receivables include £168,078 (30 June 2025: £54,210) due from Robin Hood Property Development Limited and £66,396 from One Heritage Tower Limited, both of whom are related parties. Other debtors includes a Construction Industry Scheme tax receivable from HMRC of £252,980 (30 June 2025: £252,980) and utility costs receivable from the management of client properties. 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.
Trade payables and accruals relate to amounts payable at the reporting date for services received during the period. Related party payables includes £123,966 (30 June 2025: £8,665) due to One Heritage Tower Limited.
The company has financial risk management policies in place to ensure that all payables are paid within agreed payment terms.
Related party borrowings On 31 December 2025, the Group agreed with OH UK Holdings Limited (“OHUK”) that OHUK will make available a further amount of £3 million to the Group if required, increasing the maximum aggregate funding available under the existing loan agreement to £11 million. The loan remains at 6% per annum and is repayable on 31 December 2026, with an option for the Group to extend for a period of up to 24 months. Terms and repayment schedule The terms and conditions of outstanding loans are as follows:
* On 31 December 2025, the Group agreed with the holder of the Loan Note - due to mature on 14 March 2026 – to further extend it until the Group has recovered the loan receivable due from the developer of the One Victoria project in Manchester (the related party, Zentra Great Ducie Street Limited).
All shares issued by the Company are ordinary shares and have equal voting and distribution rights.
On 8 September 2025, the Company granted 2,781,818 options under its Company Share Option Plan (CSOP) to the Chief Executive Officer and three members of senior management, as previously announced on 9 September 2025. The maximum number of shares issuable under the grant represents approximately 7.2% of the Company’s issued share capital at the grant date. The options have an exercise price of 2.75 pence, equal to the market price at the grant date, vest over a three-year service period and have a contractual life of ten years. The grant-date fair value of the awards was approximately £43,118, determined using a Black-Scholes valuation model. The charge recognised in the income statement for the six months ended 31 December 2025 was £4,551 (31 December 2024: £Nil), which is also the cumulative balance recognised in the share-based payment reserve at that date. 15. Financial instruments and fair value disclosures 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:
The following table shows the carrying amounts of financial assets and liabilities, including their levels in the fair value hierarchy: As at 31 December 2025
As at 30 June 2025
Parent and ultimate controlling party At the reporting date 53.84% of the shares are held by GKU Holdings (UK) Limited, a holding company owned by One Heritage Property Development Limited, which is incorporated in Hong Kong. One Heritage Holding Group Limited, incorporated in the British Virgin Islands, is considered the ultimate controlling party through its 100% ownership of One Heritage Property Development Limited. Compensation of the Group’s key management personnel is short term employee benefits. Transactions with key management Key management personnel compensation comprised the following:
We have announced the following events since 31 December 2025: On 5 January 2026, Zentra announced that Guild Financial Advisory Limited had been appointed the Company's AQSE Corporate Adviser. On 12 January 2026, Zentra entered into a 51% joint venture arrangement with Connor Moylan, an experienced property management professional, through ZPAS Limited to strengthen the Group’s lettings and property management capabilities. On 16 January 2026, the Group posted notice of a General Meeting to approve various resolutions. Consequently, the Group announced the results of the General Meeting on 19 February 2026. On 16 March 2026, the Group announced the completion of a transaction to sell the One Heritage Tower site in Salford, and that it had earned a disposal fee of £0.35m. On 17 March 2026, the Company announced that its majority shareholder, One Heritage Property Development Limited, had transferred its entire shareholder to a new intermediate subsidiary UK holding company GKU Holdings (UK) Limited (with no change in the interest or ultimate beneficial ownership). Subsequently, on 18 March 2026, Zentra entered into a Relationship Agreement with the new majority shareholder that formalises the relationship between the companies and ensures the Group continues to operate independently. 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: | IR |
| TIDM: | ZNT |
| LEI Code: | 2138008ZZUCCE4UZHY23 |
| Sequence No.: | 421751 |
| EQS News ID: | 2295424 |
| End of Announcement | EQS News Service |
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