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One Heritage Group plc: Interim Results

DJ One Heritage Group plc: Interim Results

One Heritage Group plc (OHG) One Heritage Group plc: Interim Results 28-March-2023 / 07:00 GMT/BST

-----------------------------------------------------------------------------------------------------------------------

ONE HERITAGE GROUP PLC

(the "Company" or "One Heritage")

Interim report for

the six months ended

31 December 2022

28 March 2023

One Heritage Group PLC (LSE: OHG), the UK-based residential developer focused on the North of England, is pleased to announce its half-year results for the six months ended 31 December 2022.

Financial highlights

For the six-month period to 31 December 2022. Comparatives are for the six month period to 31 December 2021 (H1 2022) unless otherwise stated. FY 2023 refers to the Group's financial period 1 July 2022 to 30 June 2023. - Revenue of GBP5.75 million (H1 2022: GBP0.15million), driven mainly by the contributions from Lincoln House,Bolton, which practically completed and delivered 27 sales completions in the period. - Gross profit reduced by GBP0.42 million to a loss of GBP0.28 million (H1 2022: profit GBP0.14 million) due toan impairment in the period of GBP1.10 million. - Loss before tax of GBP1.57 million (H1 2022: loss GBP0.53 million). - Basic loss per share (pence) of 4.1 (H1 2022: 1.6). - Net debt of GBP17.73 million (H2 2022: GBP14.95 million) an increase of GBP2.79 million facilitating thecompletion of developments prior to legal completions. - Subscription with existing and new investors raised GBP1.25 million, on 6 July 2022.

Operational highlights - Completion of first major development project, Lincoln House, Bolton with 27 apartments sold at 31December 2022. - Planning permission granted for 24 houses at Victoria Road, Eccleshill, West Yorkshire - pre-constructionphase of development. - Planning application submitted and decision pending for Seaton House, Stockport. - Completed Company strategic review with focus now on our core discipline of residential propertydevelopment in the North of England, acting as Developer and Development Manager utilising fixed priced buildcontracts. - Agreements for sale on all 27 apartments at Oscar House, Manchester. - Sold 20 of 23 apartments at Bank Street, Sheffield.

Post Period Events - Practical completion of County House, Oldham, our first project acting as Development Manager.

Outlook - On track to deliver strong revenue for the FY 2023, driven by robust pipeline of property sales expectedto start coming through in the second quarter of 2023. - 29 further sales at Lincoln House, Bolton expected in 2023 calendar year and 32 remain available for salefollowing the strategic decision to remarket the units. - Further practical completions on track to complete before 30 June 2023:? Oscar House, Manchester - 27 units. - Bank Street, Sheffield - 23 units. - St. Petersgate, Stockport - 18 units.

Commenting on the Group's performance, Jason Upton, Chief Executive Officer said:

"The Group has made further progress on our strategic objectives during the first half of our financial year. We have adapted our strategy to the current environment by implementing better internal processes and controls to improve efficiencies whilst also focusing our efforts as a residential Developer and Development Manager. Importantly, our development pipeline is now delivering revenue through sales, following the completion of Lincoln House, Bolton, with 27 units legally completed, a further 29 are sold and the remaining 32 unsold units are marketed for sale.

The second half of the financial year is looking strong, with the practical completions of Oscar House, Manchester and Bank Street, Sheffield, imminent. Nearly all units relating to these projects have either been sold or sales have been agreed. St. Petersgate, Stockport, is also expected to complete prior to our financial year end, with all units pre-sold.

The overall outlook for the residential property sector within our core region of the North of England remains positive. There is still a shortage of quality, affordable homes and the focus of our strategy is to address this segment where demand is the highest and where our co-living proposition is growing in popularity. With momentum building, I look forward to updating the market on further progress in due course."

Contacts

One Heritage Group plc

Jason Upton

Chief Executive Officer

Email: jason.upton@one-heritage.com

Anthony Unsworth

Chief Financial Officer

Email: anthony.unsworth@one-heritage.com

Hybridan LLP (Financial Adviser and Broker)

Claire Louise Noyce

Email: claire.noyce@hybridan.com

Tel: +44 (0)203 764 2341

Yellow Jersey PR (Financial PR)

Charles Goodwin/Annabelle Wills/Bessie Elliot

Email: oneheritage@yellowjerseypr.com

Tel: +44 (0)203 004 9512

About One Heritage Group

One Heritage Group PLC is a property development and management company. It focuses on the residential sector primarily in the North of England, seeking out value and maximising opportunities for investors. In 2020 One Heritage Group PLC became one of the first publicly listed residential developers with a focus on co-living.

The Company is listed on the Standard List of the Main Market of the London Stock Exchange, trading under the ticker OHG.

For further information, please visit the Company's website at https://www.oneheritageplc.com/.

CHIEF EXECUTIVE'S REVIEW

We have made further progress on our strategic objectives during the first half of our financial year, including, most notably, the completion of our first major development project, Lincoln House, Bolton, as announced in August 2022. Post period, in March 2023, another milestone was achieved, with the practical completion of County House, Oldham, our first project acting as Development Manager. Our Full Year results statement, published in October 2022, noted that the Group had been affected by industry-wide challenges, including the higher cost of building materials and a shortage of sub-contractor labour. This consequently led to the impairment of two of our development projects in that period. In our January 2023 trading update, we confirmed that a further development, Oscar House in Manchester, was also likely to be impaired, with the higher cost of debt and construction-related cost increases being prominent factors.

Our Construction Services Department has three principal revenue streams: in-house refurbishment of two group developments (St Petersgate, Stockport and Bank Street, Sheffield); development of co-living properties; and the refurbishment of Queen Street, Sheffield, a project where the group is appointed as Development Manager. Following a strategic review, we have decided to cease our participation in in-house construction of residential development projects, and this will take effect upon the completion of our current projects under construction in Q3 calendar year 2023. We will continue to provide the development of co-living projects but have chosen a new approach to the delivery of our development projects by appointing a principal contractor, which we believe will deliver the best shareholder value.

The results for the period reflect only one development completion reached, and the legal completion of property sales has taken longer than expected due to several factors. We are expecting a strong second half to our financial year ending 30 June 2023, as we benefit from the revenue of our property sales across our completed development projects. Overall, I am pleased with how the team has adapted to the challenges faced and there are some important changes being planned upon which I look forward to providing updates in due course. We are in a far stronger position as we strengthen our internal processes and controls, adapt our strategy, and refine our delivery. This bodes well for the future, but we remain cautious concerning the economic challenges the country continues to face and how this impacts our industry.

The following strategic objectives have been in place during the period under review and the progress of each is set out below.

DELIVER OUR EXISTING DEVELOPMENT PROJECTS

Below is a current summary of existing development projects:

Gross Development Expected 
Project    Location  Residential units Commercial units                  Reservations 
                              Value (GBPm)     Completion 
Lincoln House Bolton   88        0        10.0       Complete     56 
Churchgate  Leicester 15        1        3.1        under assessment Not released 
Oscar House  Manchester 27        0        6.2        H1 2023     27 
Bank Street  Sheffield 23        0        3.9        H1 2023     20 
St Petersgate Stockport 18        1        3.0        H1 2023     18 
Seaton House Stockport 30        0        5.6        H2 2024     Not released 
Victoria Road Eccleshill 24        0        6.5        H2 2024     Not released 
             225        2        38.3 

Having completed Lincoln House, Bolton in September 2022, three more of the Group's own developments are expected to complete within the calendar year ending 31 December 2023. These are Bank Street, Sheffield and Oscar House, Manchester, which are expected to complete in April 2023 and St Petersgate, Stockport, where completion is anticipated in June 2023.

There are three other projects within the development pipeline and each is at a different stage. Churchgate, Leicester, had planning permission granted in August 2022, but considering the impact of higher construction costs and the size of the development i.e. 15 units, the Board has decided to reassess whether the delivery of the project is in the best interests of the business. Victoria Road, Eccleshill, West Yorkshire, the Group's first venture into new build housing, has the benefit of planning permission for 24 houses and is in the pre-construction phase of development. Seaton House, Stockport, has a planning application pending with a decision expected imminently. Construction is now expected to start in the second half of 2023.

Following the signing of the Group's fourth Development Management agreement in April 2022 for One Victoria, Manchester, construction of 129 apartments is expected to commence in April 2023.

Changes have been made to improve the delivery of our development projects, in response to lessons learned from our projects to date and to adapt to challenging market conditions. Since the departure of the development director, our development team has been restructured and in January 2023 we brought in a highly experienced Interim Development Director. Further senior appointments have been made in the form of a Head of Projects and an Acquisitions Lead, with more hires expected over the coming months to further strengthen the team.

SECURE PRE-SALES WHERE WE CAN THROUGH OUR SALES NETWORK

At our completed development, Lincoln House, Bolton, there were 27 completed sales by the end of December 2022. A further 29 completions are expected in the first half of 2023 and 32 remain available for sale. These available units are fully let and generating rental income for the Group whilst we consider offers. Importantly, the completed unit sales have enabled us to reduce the Lincoln House construction finance debt to GBP0.28m at H1 FY23 (June FY22: GBP2.44m). This residual debt of GBP0.28m has been fully repaid post half year end.

It is encouraging to report that sales on our projects under construction have been strong. There is an agreement for sale of all 27 apartments at Oscar House, Manchester. Bank Street, Sheffield, has 20 of 23 apartments sold and at St Petersgate, Stockport, all 18 units are pre-sold.

INCREASE REVENUE GENERATED THROUGH THE GROUP'S SERVICES

Our property services team continues to establish the infrastructure needed to accommodate the increase in volume of properties under management. Investment has been made in a new Customer Relationship Management system and accreditations have been gained for industry-recognised Money Shield and Property Ombudsman schemes. The property management function of the business has become well established and I expect the properties under management to continue to grow and generate increased revenue.

Additional sources of revenue include property sourcing which has seen steady growth over recent months with marketing for our services commencing in Hong Kong. This sourcing service is specific to overseas investors and tailored to their particular needs.

Development Management revenue for the Group increased following our appointment to deliver One Victoria, Manchester, which is a new build development of 129 units. Development Management continues to offer a strong source of revenue for the Group, and also includes construction finance arrangement fees and a profit share on the conclusion of each project. The first development management project completed post half year end, was a conversion of Oldham County Court into 42 residential apartments.

The Group provides Co-Living services which generate revenue through sourcing, property transactions and project management. We have restructured how we deliver these services, which saw some delays for a few months towards the end of 2022 as we paused operations to renegotiate contracts with external suppliers.

GROW THE DEVELOPMENT PIPELINE

During the period under review, the Group acquired land at Victoria Road, Eccleshill, West Yorkshire with planning consent for 24 houses comprising a mixture of 2, 3 and 4 bedrooms. The project is the first new build housing development for the Group and adds diversification to the portfolio.

Work to grow the development pipeline is ongoing and the timing of future acquisitions will be important to deliver best value.

OUTLOOK

The outlook remains positive for the property market, with the North of England continuing to perform well. Savills' long term forecast to 2027 for the UK rental market projects a 6.2% increase in the capital value of the UK second-hand market. The North West and Yorkshire are in the top three leading regions for growth each with forecasted increases of 11.7%. Over the five-year period, the rental value for the UK excluding London is forecast to grow by 18.3%. There also continues to be demand emanating from a long-term lack of supply of new housing throughout the country. With inflation continuing to increase construction prices over the last year, and with land prices remaining stable, there is pressure on the industry, but we are seeing signs of improvement that give us confidence moving into the second half of 2023.

Whilst we remain cautious of the challenging market conditions, the changes made to the business, including adding even greater property development experience and different skills to our team, put us in a stronger position as we look to the future. We remain on track to deliver strong revenue for the FY 2023, driven by our robust pipeline of property sales expected to start coming through in the second quarter of 2023.

FINANCE REVIEW

For the six months ended 31 December 2022, revenue increased by GBP5.60m (+3,760%) to GBP5.75m (H1 2022: GBP0.15m). This primarily reflects significant growth in sales along with construction services.

H1 FY23 H1 FY22 Change Change 
Revenue 
              GBPm   GBPm   GBPm   % 
Development management fee 0.23  0.12  0.11  +94% 
Development sales      3.29  0.00  3.29  - 
Construction *       1.89  0.00  1.89  - 
Property Services      0.28  0.03  0.25  +784% 
Corporate          0.06  0.00  0.06  - 
TOTAL            5.75  0.15  5.60  +3,760% * Construction revenue in in-house residential development projects to be discontinued from Q3 calendar year 2023. Construction revenues from the refurbishment of co-living properties will continue. 

Developments sales revenue remained the largest contributor to Group revenue, accounting for 57% of total revenue. This significant growth was driven mainly by the contributions from Lincoln House, Bolton, which practically completed and delivered 27 legal sales completions in the period.

Construction Services delivered revenue of GBP1.89m in the period (H1 2022: GBP0.0m), reflecting building activity supplied to related parties Robin Hood Ltd on Co-living properties and Queen Street, Sheffield, a refurbishment project where the group is Development Manager. There was also an increase in development management fee income of GBP0.11m to GBP0.23m (H1 2022: GBP0.12m), and this was delivered from three projects: North Church House, Sheffield; the Tower, Salford and One Victoria, Salford.

Property Services also saw an increase over the same period last year from GBP0.03m in H1 2022 to GBP0.28m in H1 2023. This was driven by management fees and transaction fees.

Gross profit reduced by GBP0.42m to a loss of GBP0.28m (H1 2022: profit GBP0.14m) due to an impairment in the period of GBP1.10m. This was as a result of a number of factors: delays across three of our projects during the period under review; cost increases, mostly attributed to rising construction costs on projects where we act as principal contractor; and increased financing costs impacted by the delays and fees for extensions. There has been a number of significant changes implemented to reporting, risk management and operational delivery, to better protect the Group from similar challenges in the future. Gross margin was 4.87% (H1 2022: +95.3%), which is predominantly due to the impact of the impairment to profits in the period.

Administrative expenses were GBP1.13m in the period (H1 2022: GBP0.71m). This represents an overall GBP0.42m increase in overheads arising from an increase in average headcount of 28 employees (H1 2022: 23) along with increased recruitment costs. The Group remains focused on tight control of overheads, whilst introducing some investment in cost to benefit revenue streams. Administrative expenses as a proportion of revenue were 19.7% in H1 2023. H1 2022 administrative expenses were 476.94% on lower revenues.

The operating loss increased by GBP0.90m to a loss of GBP1.41m (H1 2022: loss of GBP0.52m). Finance costs were GBP0.16m (H1 2022: GBP0.01k). The increase in finance cost is attributable to the Lincoln House development reaching practical completion in August 2022, and all finance costs since then are to be expensed and not capitalised. Basic loss per share was 4.1 pence (H1 2022: loss 1.6 pence).

Net debt at 31 December 2022 was GBP17.73m (30 June 2022: GBP14.95m). The increase over the six-month period primarily reflects an increase in working capital, with significant work-in-progress at the period end for delivery in the second half of the year and in the next financial year. The Group continues to have a very strong relationship with the majority shareholder, One Heritage Hong Kong (OHHK), and the funding facility provided by OHHK had a drawn down amount of GBP9.04m at the period end. On 17th January 2023, the loan facility was increased to GBP11.00m, to provide extra short-term headroom to December 2024. It is expected that the utilisation of this facility will reduce as our completions and sales crystallise over the remainder of H2 FY23.

On 7 July 2022 the Group issued 6.25m new ordinary share of 1.0 pence each at an issue price of 20.0 pence per share, raising gross proceeds of GBP1.25m.

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 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 Westminster to ensure the achievement of implementable planning consents that meet local requirements and that exceed current and expected statutory requirements. The Group regularly reviews land currently owned, committed and pipeline prospects, underpinned with robust key business control where all land acquisitions are subject to formal appraisal and approved by the senior executive team.

2. Delivery: Inadequate controls or failures in compliance will impact the Group's operational and financial performance

A risk exists of failure to achieve excellence in construction, such as design and construction defects, deviation from environmental standards, or through an inability to develop and implement new and innovative construction methods. This could increase costs, expose the Group to future remediation liabilities, and result in poor product quality, reduced selling prices and sales volumes.

To mitigate this the Group liaises with technical experts to ensure compliance with all regulations around design and materials, along with external engineers through approved panels. It also has detailed build programmes supported by a robust quality assurance.

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.

Following a strategic review, the Group has taken the opportunity to cease our participation in in-house construction of residential development projects, and this will take effect upon the completion of our current projects under construction. We will continue to provide the development of co-living projects but have chosen a new 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.

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 Group's strategy whilst maintaining excellence in all of our other strategic priorities.

To mitigate this the Group 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, and management have stress tested the Group's resilience to ensure the funding available is sufficient. This process has regular management and Board attention to review the most appropriate funding strategy to drive the Group's growth ambitions. We have regular monthly Treasury updates, and we gain market intelligence and availability of finance from experienced sector Treasury advisers.

6. External Factors: Economic environment, including housing demand and mortgage availability

A risk exists that changes in the 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 profitable growth.

To mitigate this risk the wider Group has a significant presence in Hong Kong, China and Singapore and the majority of overseas purchasers are cash buyers. The Group continually monitors the market at Board, Executive Committee and team levels, leading to amendments in the Group's forecasts and planning, as necessary. In addition there are comprehensive sales policies, regular reviews of pricing in local markets and development of good relationships with mortgage lenders. This is underpinned by a disciplined operating framework with an appropriate capital structure and strong balance sheet.

STATEMENT OF DIRECTOR'S RESPONSIBILITIES

in respect of the half-yearly financial report

We confirm that to the best of our knowledge: - the condensed set of financial statements has been prepared in accordance with IAS 34 Interim FinancialReporting as adopted for use in the UK; - the interim management report includes a fair review of the information required by:

-- DTR 4.2.7R of the Disclosure Guidance and Transparency Rules, being an indication of important eventsthat have occurred during the first six months of the financial year and their impact on the condensed set offinancial statements; and a description of the principal risks and uncertainties for the remaining six months ofthe year; and

-- DTR 4.2.8R of the Disclosure Guidance and Transparency Rules, being related party transactions that havetaken place in the first six months of the current financial year and that have materially affected the financialposition or performance of the entity during that period; and any changes in the related party transactionsdescribed in the last annual report that could do so.

The directors of One Heritage Group PLC are listed on the company website, www.oneheritageplc.com

By order of the Board

Jason Upton

Chief Executive Officer

27 March 2023

INDEPENDENT REVIEW REPORT TO ONE HERITAGE GROUP PLC

Report on the interim financial statements

Conclusion

We have been engaged by the company to review the condensed set of financial statements in the interim report for the six months ended 31 December 2022 which comprises the consolidated statements of comprehensive income, financial position, changes in equity and cash flows and the related explanatory notes.

Based on our review, nothing has come to our attention that causes us to believe that the condensed set of financial statements in the interim report for the six months ended 31 December 2022 is not prepared, in all material respects, in accordance with IAS 34 Interim Financial Reporting as adopted for use in the UK and the Disclosure Guidance and Transparency Rules ("the DTR") of the UK's Financial Conduct Authority ("the UK FCA").

Basis of conclusion

We conducted our review in accordance with International Standard on Review Engagements (UK) 2410 Review of Interim Financial Information Performed by the Independent Auditor of the Entity ("ISRE (UK) 2410") issued for use in the UK. A review of interim financial information consists of making enquiries, primarily of persons responsible for financial and accounting matters, and applying analytical and other review procedures. We read the other information contained in the interim report and consider whether it contains any apparent misstatements or material inconsistencies with the information in the condensed set of financial statements.

A review is substantially less in scope than an audit conducted in accordance with International Standards on Auditing (UK) and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

Conclusions relating to going concern

Based on our review procedures, which are less extensive than those performed in an audit as described in the Basis of conclusion section of this report, nothing has come to our attention that causes us to believe that the directors have inappropriately adopted the going concern basis of accounting, or that the directors have identified material uncertainties relating to going concern that have not been appropriately disclosed.

This conclusion is based on the review procedures performed in accordance with ISRE (UK) 2410. However, future events or conditions may cause the group to cease to continue as a going concern, and the above conclusions are not a guarantee that the group will continue in operation.

Directors' responsibilities

The interim financial report is the responsibility of, and has been approved by, the directors. The directors are responsible for preparing the interim report in accordance with the DTR of the UK FCA.

As disclosed in note 2, the annual financial statements of the group are prepared in accordance with UK-adopted international accounting standards.

The directors are responsible for preparing the condensed set of financial statements included in the interim report in accordance with IAS 34 as adopted for use in the UK.

In preparing the condensed set of financial statements, the directors are responsible for assessing the group'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 to cease operations, or have no realistic alternative but to do so.

Our responsibility

Our responsibility is to express to the company a conclusion on the condensed set of financial statements in the interim report based on our review. Our conclusion, including our conclusions relating to going concern, are based on procedures that are less extensive than audit procedures, as described in the Basis for conclusion section of this report.

The purpose of our review work and to whom we owe our responsibilities

This report is made solely to the company in accordance with the terms of our engagement to assist the company in meeting the requirements of the DTR of the UK FCA. Our review has been undertaken so that we might state to the company those matters we are required to state to it in this 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 for our review work, for this report, or for the conclusions we have reached.

Edward Houghton BA FCA

for and on behalf of KPMG Audit LLC

Chartered Accountants

Heritage Court

41 Athol Street

Douglas

Isle of Man

27 March 2023

FINANCIAL STATEMENTS

Consolidated statement of comprehensive income

For the six months ended 31 December 2022

Six months to Six months to 
GBP unless stated                   Notes 31 December  31 December 
                             2022     2021 
 
Revenue                       6   5,748,725   148,946 
Revenue - Development management fee           228,117    117,628 
Revenue - Development sales                3,292,524   - 
Revenue - Construction                  1,887,022   - 
Revenue - Property services                276,729    31,318 
Revenue - Corporate                    64,333    - 
 
                             (6,028,942)  (6,977) 
Cost of sales 
Cost of sales - Development management fee     6   -       - 
Cost of sales - Development sales             (3,086,903)  - 
Cost of sales - Construction               (1,796,318)  - 
Cost of sales - Property services             (42,980)   (6,977) 
Cost of sales - Impairment of inventory          (1,102,741)  - 
Gross (loss)/profit                    (280,217)   141,969 
 
Share of profits from associate              -       24,368 
Other income                       -       26,620 
Administration expenses               7   (1,132,942)  (710,377) 
Operating (loss)                     (1,413,159)  (517,420) 
 
Finance expense                      (158,674)   (7,887) 
(Loss) before taxation                  (1,571,833)  (525,307) 
 
                                    - 
Taxation                         - 
 
(Loss) after taxation                   (1,571,833)  (525,307) 
 
Other comprehensive income                -       - 
COMPREHENSIVE INCOME/LOSS attributable to shareholders  (1,571,833)  (525,307) 
 
Weighted average shares in issued over the period     38,440,561   32,428,333 
(Loss) per share (GBp)                  (4.1)     (1.6) 
Diluted (loss) per share (GBp)              (4.1)     (1.6) 
 

FINANCIAL STATEMENTS

Consolidated statement of financial position

As at 31 December 2022

As at 
                    As at 
GBP unless stated         Notes          30 June 
                    31 December 2022 
                             2022 
ASSETS 
Non-current assets 
Property, plant and equipment      328,599      374,475 
Intangible asset            2,029       2,324 
                    330,628      376,799 
 
Current assets 
Cash and cash equivalents        354,825      974,201 
Inventory            8   17,863,378    15,127,758 
Investment in associate         -         50,000 
Trade and other receivables   9   1,558,825     1,911,351 
                    19,777,028    18,063,310 
 
TOTAL ASSETS               20,107,656   18,440,109 
LIABILITIES 
Non-current liabilities 
Borrowings            11   8,198,691     6,679,902 
                    8,198,691     6,679,902 
Current liabilities 
Trade and other payables     10   1,770,928     1,944,632 
Borrowings            11   9,888,334     9,241,139 
                    11,659,262    11,185,771 
 
TOTAL LIABILITIES           19,857,953    17,865,673 
EQUITY 
Share capital          12   386,783      324,283 
Share premium          12   4,753,325     3,568,725 
Retained earnings           (4,890,405)    (3,318,572) 
 
TOTAL EQUITY              249,703      574,436 
 
TOTAL LIABILITIES AND EQUITY      20,107,656    18,440,109 
 
Shares in issue            38,678,333    32,428,333 
Net asset value per share (GBp)    0.6        1.8 

FINANCIAL STATEMENTS

Consolidated statement of cash flows

For the six months ended 31 December 2022

Six months to Six months to 
GBP unless stated                   31 December  31 December 
                           2022     2021 
Cash flows from operating activities 
Loss for the period before tax            (1,571,833)  (525,307) 
Adjustments for: 
Share of profit in associate             -      (24,368) 
Finance expense                    158,674    7,887 
Amortisation of intangible asset           295      63 
Depreciation of property, plant and equipment     51,852    54,760 
Movement in working capital: 
Decrease/(Increase) in trade and other receivables  262,496   (63,737) 
(Increase) in inventories              (2,022,337)  (3,430,259) 
Increase/(Decrease) in trade and other payables    67,911    (1,611) 
Cash from operations                 (3,052,942)  (3,982,572) 
Income taxation paid                 -       - 
Net cash used in operating activities        (3,052,942)  (3,982,572) 
 
Cash flows from investing activities 
Investment in intangible asset            -      (2,324) 
Proceeds on sale of associate             50,000    - 
Purchases of property, plant and equipment      (5,976)    (48,638) 
Net cash used in investing activities         44,024    (50,962) 
 
Financing cash flows 
Issue of share capital                1,247,100   - 
Interest paid                    (1,165,570)  (416,026) 
Advance proceeds from Corporate Bond         -       400,000 
Proceeds of borrowing                 2,452,151   797,345 
Proceeds of related party borrowing         (2,160,880)  - 
Payments made in relation to lease liabilities    2,060,054   3,663,554 
Net cash generated from financing activities     (43,313)   (2,089) 
 
Net change in cash and cash equivalents       (619,376)   409,250 
Opening cash and cash equivalents           974,201    204,147 
Closing cash and cash equivalents           354,825    613,397 

FINANCIAL STATEMENTS

Consolidated statement of changes in equity

For the six months ended to 31 December 2022

Share  Share             Total 
GBP                                 Retained earnings 
                      capital premium            Equity 
Balance at 01 July 2022           324,283  3,568,725  (3,318,572)   574,436 
 
Loss for the period             -    -      (1,571,833)    (1,571,833) 
Other comprehensive income for the period  -    -      -         - 
 
Total comprehensive income for the period  324,283  3,568,725  (4,890,405)    (997,397) 
 
Issue of share capital           62,500  1,187,500  -         1,250,000 
Cost of share issue             -    (2,900)   -         (2,900) 
 
Balance at 31 December 2022         386,783  4,753,325  (4,890,405)    249,703 
 
 

For the six months ended 31 December 2021

Share   Share            Total 
GBP                                Retained earnings 
                      Capital  premium           Equity 
Balance at 01 July 2021           324,283 3,568,725 (1,183,637)    2,709,371 
 
Loss for the period             -     -     (525,307)     (525,307) 
Other comprehensive income for the year   -     -     -         - 
 
Total comprehensive income for the period  324,283  3,568,725 (1,708,944)    2,184,064 
 
Issue of share capital           -     -     -         - 
 
Balance at 31 December 2021         324,283  3,568,725 (1,708,944)    2,184,064 
 
 

For the year ended 30 June 2022

Share   Share            Total 
GBP                                Retained earnings 
                      capital  premium           equity 
Balance at 01 July 2021           324,283 3,568,725 (1,183,637)    2,709,371 
 
Loss for the period             -     -     (2,134,935)    (2,134,935) 
Other comprehensive income for the period  -     -     -         - 
 
Total comprehensive income for the period  324,283  3,568,725 (3,318,572)    574,436 
 
Issue of share capital           -     -     -         - 
 
Balance at 30 June 2022           324,283  3,568,725 (3,318,572)    574,436 
 
 

FINANCIAL STATEMENTS

Notes to the interim financial statements

For the six months ended to 31 December 2022 1. Reporting entity

One Heritage 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 2022 comprise of the Company and its subsidiaries. 2. Basis of preparation

These interim financial statements for the six months ended 31 December 2022 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 2022 ('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 2022.

These interim financial statements were authorised for issue by the Company's board of directors on 27 March 2023.

Going concern

Notwithstanding net current liabilities of GBP9,745,611 (excluding inventory balances totalling GBP17,863,378) as at 31 December 2022, a loss for the interim period then ended of GBP1,571,833 and operating cash outflows for the period of GBP3,052,942, the financial statements have been prepared on a going concern basis which the directors consider to be appropriate for the following reasons.

The directors have prepared cash flow forecasts for the period to 30 June 2024 which indicate that, taking account of reasonably possible downsides, the company will have sufficient funds, through the proceeds from sale of developments supplemented by continued financial support from its parent company, One Heritage Property Development Limited ("OHPD"), and a related party, One Heritage SPC Limited ("OHSPC"), to meet its liabilities as they fall due for at least that period. OHPD and OHSPC have confirmed that their respective loans due to mature in June 2023 and January 2023 will not be demanded for repayment until such a time that the Group can afford to repay them without impacting on its going concern. The loan facility from the parent company was GBP9.5m at 31 December 2022, with GBP2.5m due to be repaid by 30 June 2023 and the balance due by 31 December 2024. Of the total facility, GBP0.5m remained undrawn at 31 December 2022. The total facility increased to GBP11m in January 2023.

As with any company placing reliance on other related entities for financial support, the directors acknowledge that there can be no certainty that this support will continue although, at the date of approval of these financial statements, they have no reason to believe that it will not do so.

Consequently, the directors are confident that the company will have sufficient funds to continue to meet its liabilities as they fall due for at least 12 months from the date of approval of the financial statements and therefore have prepared the financial statements on a going concern basis. 3. Use of judgements and estimation uncertainty

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: - The carrying value of inventory: Under IAS 2: Inventories the Group must hold developments at the lowerof cost and net realisable value. The Group applies judgement to determine the net realisable value of developmentsat a point in time that the property is partly developed and compares that to the carrying value. The Group hasundertaken an impairment review of all of the Inventory and determined that an impairment is appropriate on threeof the developments. - Going concern: The Directors have prepared forecast financial information for the period to June 2024.This forecast requires management to make judgements and assumptions with regard to future performance, such as thetiming of completion of development projects, and subsequent sales of inventory as well as the availability ofresources to meet liabilities as they fall due. 4. Change in accounting policies

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 2022.

The accounting policies will also be reflected in the Group's consolidated financial statements as at and for the year ending 30 June 2023. 5. Operating segments

The Group operates four segments: Developments, Construction, Property Sevices and Corporate.

All the revenues generated by the Group were generated within the United Kingdom.

For the period ended 31 December 2022:

GBP unless stated     Developments Developments - Sales Construction Property services Corporate Total 
Revenue         228,117   3,292,524      1,887,022  276,729      64,333    5,748,725 
Cost of sales      -      (3,086,903)     (1,796,318)  (42,980)     -     (4,926,201) 
Impairment of inventory -      (1,102,741)     -      -         -     (1,102,741) 
Gross (loss)/profit   228,117   (897,120)      90,704    233,749      64,333   (280,217) 
 
Administration expenses (132,877)             -      (111,874)     (888,191) (1,132,942) 
 
Operating loss      95,240   (897,120)       90,704   127,875)      (823,858) (1,413,159) 
Finance expense                      -      -        (158,674)  (158,674) 
Loss for the year    95,240    (897,120)      90,704    121,875      (823,858) (1,571,833) 

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. 6. Revenue

The Group generates its revenue primarily from development management agreements, development sales and construction services.

Six months to Six months to 
GBP unless stated             31 December  31 December 
                    2022     2021 
Revenue 
Development sales            3,292,524   - 
Development revenue           228,117    117,628 
Profit participation 
                     -       26,163 
Construction 
Property services            1,887,022   - 
Corporate                276,729    5,155 
                    5,748,725   148,946 
Cost of sales 
Development sales            (3,086,903)  - 
Impairment of inventory (see note 7)  (1,102,741)  - 
Construction              (1,796,318)  - 
Property services            (42,980)   (6,977) 
Corporate                -      - 
                    (6,028,942)  (6,977) 
 
Gross (loss)/profit           (280,217)   141,969 

Development sales is attributable to the sale of 27 units in the completed Lincoln House development. This development reached practical completion at the end of August 2022.

Development management consist of three development management agreements with One Heritage Tower Limited, One Heritage Great Ducie Street Limited and One Heritage North Church Limited.

The Group earns a management fee of 0.75% of costs incurred to date per month and a 10% share of net profit generated by the development through the agreement with One Heritage Tower Limited. The Group is also entitled to 1% of any external debt or equity funding raised on behalf of the development. This agreement generated GBP65,928 (31 December 2021: GBP59,836) in the period. The Group signed a development management agreement with a related party, ACT Property Holding Limited. As part of this agreement a 20% profit share of the net profit will be generated by the development.

The One Heritage North Church Limited agreement splits the fees into three: 1. 2% of total development cost, paid monthly over the period of the development; 2. 15% of net profit, paid on completion; 3. 1% on any debt finance raised. This agreement generated GBP27,459 (31 December 2021: GBP57,792) in the period as well as a debt raising fee of GBP31,650. The debt raising fee has been shown as part of development management revenues.

The Group signed a development management agreement on 1 April 2022 with One Heritage Great Ducie Street Limited that splits the fees as follows: 1. 2% of the total development cost, paid monthly over the period of the development 2. 15% of net profit, paid on completion; 3. 1% on any debt finance raised. This agreement generated GBP103,080 in the period.

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 in the early stages of construction and there is too much uncertainty to reliably estimate expected revenue.

Construction generates revenue from two entities; Robin Hood Property Development Limited and One Heritage North Church Limited. The Group receives a cost plus 5.0% margin on all works undertaken, recognising GBP826,440 of revenue in the period. The Group has undertaken work for One Heritage North Church Limited on a cost plus 7.0% margin basis, this generated revenue of GBP1,023,018 in the period.

The development management and construction revenues have been generated through related parties.

The Corporate revenue is from contracts signed with Robin Hood Property Development Limited, generating revenue of GBP58,333 and One Heritage Portfolio Rental Limited, recognising revenue of GBP6,000 and is in consideration for a range of administration services and use of the Group's office. 7. Administration expenses

Six months to Six months to 
GBP unless stated             31 December  31 December 
                     2022     2021 
The aggregate remuneration comprised: 
- Wages and salaries           402,518    199,251 
- National insurance           40,979    19,708 
- Pension costs             6,339     1,822 
Staff costs               625,493    449,836 
Other administration expenses      507,449    260,541 
                     1,132,942   710,377 
 
                     28      20 
Average number of employees 8. Inventory - developments 
GBP unless stated             31 December 2022 30 June 2022 
Residential developments 
- Land                  5,179,071     4,394,799 
- Construction and development costs   10,541,808    9,322,221 
- Capitalised interest          2,142,499     1,410,738 
                     17,863,378    15,127,758 

On 12 July 2022 the Group completed the acquisition of development land on Victoria Road, Eccleshill for GBP1,000,000, and on 19 December 2022, the Group purchased Churchgate for the value of GBP120,000.

As at 30 June 2022, the Group has taken the decision to impair the value of its Bank Street and St Petersgate development, which are owned by wholly owned subsidiaries, One Heritage Bank Street Limited and One Heritage St Petersgate Limited. This was a consequence of significant cost pressures and issues with the previous contractors. The impairment totalled GBP1,297,560 as at 30 June 2022.

Due to further expenditures, the Group has taken the decision to further impair the value of its Bank Street and St Petersgate developments and additionally, the Oscar House development. The impairment totalled GBP2,400,301 as at 31 December 2022 and the charge for the period was GBP1,102,741. 9. Trade and other receivables

30 June 
GBP unless stated            31 December 2022 
                            2022 
Trade receivables           470,027      776,570 
Other debtors             230,777      140,544 
Prepaid sales fees and commissions   797,649      843,835 
VAT receivable             60,372      109,811 
Related party receivable        -         40,591 
                    1,558,825     1,911,351 

Loan facility fees of GBPnil (30 June 2022: GBP146,276) were paid in the period to cover the negotiation and arrangement of facilities which will be offset against the respective loans when drawn. Such fees are deferred if it is probable that a facility will be drawn down.

Trade receivables includes GBP26,742 (30 June 2022: GBP50,980) due from One Heritage Tower Limited, GBP7,534 (30 June 2022: GBP154,089) due from One Heritage North Church Limited, GBP97,964 (30 June 2022: GBP3,221) due from One Heritage Great Ducie Street Limited, GBP287,016 (30 June 2022: GBP565,880) due from Robin Hood Property Development Limited and GBP2,400 (30 June 2022: GBP2,400) due from One Heritage Property Rental Limited, whom are all related parties.

The prepaid sales fees and commissions relate to the sales agents fees and commissions paid on units from developments that have been exchanged but not yet completed. These relate to units exchanged on the Lincoln House, St Petersgate, Bank Street and Oscar House developments.

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. 10. Trade and other payables

30 June 
GBP unless stated         31 December 2022 
                         2022 
Trade payables          444,462      794,181 
Accruals and other creditors   204,500      115,392 
Customer deposits        975,800      1,012,222 
Related party payable      108,104      - 
PAYE payable           38,062      22,837 
                 1,770,928     1,944,632 

Trade payables and accruals relate to amounts payable at the reporting date for services received during the period.

The related party payable relates to amounts payable to various related parties outside of the Group, with GBP104,373 of this amount owed to ACT Property Developments Limited.

The Group has received deposits and reservation fees in relation to its developments. These relate to units that have been reserved for sale and exchanged contracts, but are yet to legally complete sale. The deposits will only be repayable if significant property damage occurs and reinstatement is not possible 11. Borrowing

As at    As at 
GBP unless stated       31 December 30 June 
              2022    2022 
Current 
Lease liability       219,340   267,125 
Related party borrowings   6,540,855  5,000,000 
Loan             1,438,496  1,412,777 
               8,198,691  6,679,902 
Non-current 
Lease liability       97,762   86,623 
Related party borrowings   3,795,694  3,425,190 
Loan             5,994,878  5,729,326 
               9,888,334  9,241,139 
 
              18,087,025 15,921,041 

On 16 December 2021 a subsidiary, One Heritage Lincoln House Limited, signed a loan agreement with Shawbrook Bank Limited. This was for a gross amount of construction finance totalling GBP3.5 million. This had a term of 20 months and is to be drawn down to fund costs incurred by the development in that subsidiary. As at 31 December 2022, the balance of the loan was GBP275,684 (30 June 2022: GBP2,436,564). In line with the agreement on the loan, when the Lincoln House development reached practical completion in August 2022, as units are sold, the proceeds of these will go toward repayment of the loan. The Group paid an arrangement fee of GBP35,000 and will pay an exit fee of GBP43,875 on final repayment. The loan was repaid in full on 27 January 2022. The loan had two covenants that are linked to the underlying development, the loan to development cost of 44% and a loan to value of 45%, which have both been complied with during the reporting period.

On 20 May 2021 a subsidiary, One Heritage Oscar House Limited, signed a loan agreement with Lyell Trading Limited. This was for a gross amount of construction finance totalling GBP4 million. This had a term of 18 months and is to be drawn down to fund costs incurred by the development in that subsidiary. On 18 November 2022 the Group enterd into an agreement to extend the loan to 19 May 2023. As at 31 December 2022, the balance of the loan was GBP3,724,619 (30 June 2022: GBP2,166,706). The loan bears interest at 9.6% per year. The loan has two covenants that are linked to the underlying development, the loan to development cost of 69% and a loan to value of 89%, which have both been complied with during the reporting period.

On 01 June 2021 a subsidiary, One Heritage Bank Street Limited, signed a loan agreement with Together Commercial Finance Limited. This was for a gross amount of construction finance totalling GBP2 million. This had a term of 18 months and is to be drawn down to fund costs incurred by the development in that subsidiary. During November 2022 it was agreed with Together Financial Limited that the loan be renewed for a further 12 months. As at 31 December 2022, the balance of the loan was GBP1,994,575 (30 June 2022: GBP1,126,056). The loan bears interest at 0.85% monthly at a variable rate, based on the Bank of England base rate. The loan has two covenants that are linked to the underlying development, the loan to development cost of 70% and a loan to value of 70%, which have both been complied with during the reporting period.

On 18 March 2022 the Group had a GBP1.5 million corporate bond admitted to the Standard List of the London Stock Exchange. This had a 2 year term and an 8.0% coupon which is paid on 30 June and 31 December each year. The Group incurred listing costs of GBP102,040 which were capitalised and released over the term of the Bond.

On 11 August 2020 the Group received a loan worth GBP1,007,000 from One Heritage SPC. The loan has an interest rate of 12%. As at 31 December 2022 GBP288,692 (30 June 2022: GBP227,776) of interest had been accrued against the remaining loan.

Related party borrowings

The Group signed a GBP5.0 million loan facility with One Heritage Property Development Limited on 21 September 2020. This can be drawn down as required and is to be repaid on 31 December 2024. The facility has an interest rate of 7.0%. On 18 February 2021 the facility was increased by GBP2.5 million to GBP7.5 million, this additional amount can only be drawn to fund property development activities where obtaining project financing is delayed or unavailable. On 14 October 2022 the facility was further increased by GBP2 million to GBP9.5 million. On 17 January 2023 the facility was increased with a further GBP1.5 million to GBP11 million. The balance on this loan at 31 December 2022 was GBP9,040,881 (30 June 2022: GBP7,190,414).

The balance due consist of two tranches. A tranche of GBP2.5 million is repayable in June 2023. One Heritage Property Development Limited confirmed however, that the loan will not be demanded for repayment until such a time that the Group can afford to repay them without impacting its going concern. The second tranche of GBP6.5 million is repayable in December 2024.

Terms and repayment schedule

The terms and conditions of outstanding loans are as follows:

31 December 2022      30 June 2022 
                   Nominal interest  Maturity Face     Carrying   Face     Carrying 
GBP unless stated       Currency rate                   amount           amount 
                             Date   value           value 
One Heritage SPC       GBP   12.0%       Jan-23*  1,295,694  1,295,694   1,234,776  1,234,776 
Lyell Trading Limited    GBP   9.6%        May-23  3,724,619  3,724,619   2,166,706  2,166,706 
Together Commercial Finance GBP   10.7%       Nov-23  1,994,575  1,994,575   1,126,056  1,126,056 
Shawbrook Bank        GBP   6.3%        Jan-23  275,684   275,684    2,436,564  2,436,564 
One Heritage Property    GBP   7.0%        Jun-23** 2,500,000  2,500,000   5,000,000  5,000,000 
Development 
One Heritage Property    GBP   7.0%        Dec-24  6,540,855  6,540,855   2,190,414  2,190,414 
Development 
Corporate Bond        GBP   8.0%        Mar-24  1,438,496  1,438,496   1,412,777  1,412,777 
                                  17,769,923  17,769,923  15,567,293  15,567,293 *One Heritage SPC Limited confirmed that the loan due in January 2023 will not be demanded for repayment until such a time that the Group can afford to repay them without impacting its going concern. 

** One Heritage Property Development Limited confirmed that the loan will not be demanded for repayment until such a time that the Group can afford to repay them without impacting its going concern 12. Share capital

As at    As at 
GBP unless stated  31 December 30 June 
          2022    2022 
Share capital    386,783   324,283 
Share premium    4,753,325  3,568,725 
          5,140,108  3,893,008 

On 7 July 2022 the Group issued 6,250,000 new ordinary share of 1.0 pence each at an issue price of 20.0 pence per share, raising gross proceeds of GBP1,250,000. 13. Financial instruments and fair value disclosures

The following table shows the carrying amounts of financial assets and liabilities, including their levels in the fair value hierarchy:

As at 31 December 2022

Carrying value                     Fair value 
                            Other 
GBP unless stated         Financial assets at          Total    Level 1 Level Level 3   Total 
                amortised cost     financial             2 
                            liabilities 
Financial assets not measured 
at fair value 
Trade and other receivables   1,558,825       -       1,558,825  -    -   1,558,825  1,558,825 
Cash and cash equivalents    354,825        -       354,825   354,825 -   -      354,825 
                1,913,650       -       1,913,650  354,825 -   1,558,825  1,913,650 
Financial liabilities not 
measured at fair value 
Secured bank loans       -           7,433,374   7,433,374  -    -   7,433,374  7,433,374 
Related party borrowings    -           10,336,549   10,336,549 -    -   10,336,549 10,336,549 
Lease liability         -           317,102    317,102   -    -   317,102   317,102 
Trade and other payables    -           1,770,928   1,770,928  -    -   1,770,928  1,770,928 
                -           19,857,953   19,857,953 -    -   19,857,953 19,857,953 
 

As at 30 June 2022

Carrying value                     Fair value 
                            Other 
GBP unless stated         Financial assets at          Total    Level 1 Level Level 3   Total 
                amortised cost     financial             2 
                            liabilities 
Financial assets not measured 
at fair value 
Trade and other receivables   1,911,351       -       1,911,351  -    -   1,911,351  1,911,351 
Cash and cash equivalents    974,201        -       974,201   974,201 -   -      974,201 
                2,885,552       -       2,885,552  974,201 -   1,911,351  2,885,552 
Financial liabilities not 
measured at fair value 
Secured bank loans       -           7,142,103   7,142,103  -    -   7,142,103  7,142,103 
Related party borrowings    -           8,425,190   8,425,190  -    -   8,425,190  8,425,190 
Lease liability         -           353,748    353,748   -    -   353,748   353,748 
Trade and other payables    -           1,944,632   1,944,632  -    -   1,944,632  1,944,632 
                -           17,865,673   17,865,673 -    -   17,865,673 17,865,673 
 14. Related party 

Parent and ultimate controlling party

At the reporting date 65.15% of the shares are held by One Heritage Property Development Limited, which is incorporated in Hong Kong. One 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.

Included in prepayments is GBP118,317 (30 June 2022: GBP132,046) agency fees paid to One Heritage Property Development Limited. During the period GBP105,900 of these fees have been released to cost of sales and GBP144,463 remains in the inventory balance.

Compensation of the Group's key management personnel is short term employee benefits.

Transactions with key management

Key management personnel compensation comprised the following:

GBP unless stated         31 December 2022 30 June 2022 
Short term employee benefits  149,996     311,061 
                149,996     311,061 15. Events after the reporting date 

On 17 January 2023 the facility with One Heritage Property Development Limited was increased with a further GBP1.5 million to GBP11 million.

On 18 January 2023, the Group purchased Seaton House, for GBP772,795. The site is in proximity to another One Heritage development, St Petersgate. Seaton House is an existing office building with permitted development rights which would allow conversion into 12 apartments.

On 27 January 2023, the Group settled the Shawbrook loan in full.

----------------------------------------------------------------------------------------------------------------------- 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.

-----------------------------------------------------------------------------------------------------------------------

ISIN:      GB00BLF79495 
Category Code: IR 
TIDM:      OHG 
LEI Code:    2138008ZZUCCE4UZHY23 
OAM Categories: 1.2. Half yearly financial reports and audit reports/limited reviews 
Sequence No.:  232903 
EQS News ID:  1593571 
 
End of Announcement EQS News Service 
=------------------------------------------------------------------------------------
 

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