DJ Zentra Group plc: Unaudited interim report for the six months ended 31 December 2025
Zentra Group plc (ZNT)
Zentra Group plc: Unaudited interim report for the six months ended 31 December 2025
23-March-2026 / 07:00 GMT/BST
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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
-- Revenue of GBP0.94m (H1 FY25 for the six month period to 31 December 2024: GBP1.97m). This primarily reflects a
reduction in development sales construction service activity.
-- Gross profit increased by GBP1.16m to GBP0.45m (H1 FY25: loss of GBP0.71m) as a result of reduced impairments in the
current year given the lower number of asset disposals, with a reversal of GBP0.06m (H1 FY25: charge of GBP1.05m) being
recognised in the period. Whilst the Group recorded a larger loss before tax of GBP0.64m (H1 FY25: loss GBP0.07m), the
prior period result included a non-recurring exceptional item of GBP2.56m from the disposal of four entities.
-- Basic loss per share (pence) of 1.6 (H1 FY25: loss of 0.2).
-- Borrowings of GBP9.21m (30 June 2025: GBP8.55m), an increase of GBP0.66m reflecting partial debt funding of the purchase
of the development site at New Islington, Manchester.
-- Inventory increased in the period by GBP1.24m to GBP1.85m (30 June 2025: GBP0.61m), also reflecting the purchase of the
New Islington site.
Operational highlights
-- Moved the Company's listing to the ARAM segment of the Aquis stock exchange growth market, a dedicated platform for
the listing and trading of real asset-backed securities.
-- Completed the disposal of the remaining land at Seaton House, Stockport, and continued positive sales performance
on the One Victoria project, Manchester, a high-profile development project where Zentra has a 30% interest and
acts as development manager.
-- Completion of related-party transactions has strengthened the Group's liquidity position.
Post Period Events
-- Appointed Guild Financial Advisory as AQSE Corporate Advisor.
-- Formed a property management joint venture to enhance the Group's lettings and property management capability.
-- Held a General Meeting to approve the Company's Annual Report and Accounts for the year ended 30 June 2025 and
certain related matters.
-- Announced the disposal of the One Heritage Tower site in Salford, and that Zentra had earned a disposal fee of
GBP0.35m as development manager.
-- Announced a change in majority shareholder from One Heritage Property Development to GKU Holdings (UK) Limited, a
new intermediate subsidiary UK holding company, and 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.
Outlook
-- Continued development management of the 129-unit One Victoria project in Manchester, with practical completion now
expected at the end of Q2 2026.
-- Progression of the development in New Islington, Manchester, through the final stages of design development and
tendering.
-- With a determined focus on finding good development and development management opportunities, we will continue to
prioritise opportunities where the underlying fundamentals support long-term demand and where we can structure
transactions to balance capital efficiency with attractive returns.
Contacts
Zentra Group plc
Jason Upton
Chief Executive Officer
Email: jason.upton@zentragroup.co.uk
Nick Courtney
Finance Director
Email: nick.courtney@zentragroup.co.uk
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)
Claire Louise Noyce
Email: claire.noyce@hybridan.com
Tel: +44 (0)203 764 2341
About Zentra Group plc
Zentra Group is a property development and management company focused on the residential sector, primarily in the North
of England. The Company seeks to unlock value and deliver strong returns for its investors. Zentra is listed on the
ARAM segment of the Aquis Stock Exchange under the ticker ZNT.
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
-- Continued positive sales performance at One Victoria, with 98 sales agreed, comprising 90 exchanged contracts and 8
reservations.
-- Out of 129 apartments in the One Victoria development, 35 units remain available.
-- Practical completion at One Victoria is now expected at the end of Q2 2026.
-- Agreed sales to date are now expected to fully clear the One Victoria development finance facility on completion.
-- Successful sale of the One Heritage Tower site post the reporting date, with the Group earning a GBP0.35m disposal
fee for securing the sale under its Development Management Agreement.
-- Progression of the New Islington development through the final stages of design development and tendering, with
further updates expected for Q2 2026 as we move towards appointing a principal contractor.
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 GBP0.35m 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 GBP1.03m (-52%) to GBP0.94m (H1 FY25: GBP1.97m). This
primarily reflects reduced activity in development sales and construction services.
H1 FY26 H1 FY25 Change Change
Revenue
GBPm GBPm GBPm %
Development management fees & other income 0.23 0.27 (0.04) (14.6%)
Development sales 0.40 1.31 (0.91) (69.6%)
Construction * 0.10 0.23 (0.13) (56.2%)
Property Services * 0.06 0.10 (0.04) (37.6%)
Corporate 0.15 0.06 0.09 164.3%
TOTAL 0.94 1.97 (1.03) (52.3%)
-- Both revenue streams are being phased out in line with the current strategic focus.
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 GBP400,000.
Construction services delivered revenue of GBP0.10m in the period (H1 FY25: GBP0.23m), 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 GBP0.04m to GBP0.23m (H1 FY25: GBP0.27m), 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 GBP0.04m to GBP0.06m (H1 FY25: GBP0.10m). This revenue relates to property management fees.
Gross profit increased by GBP1.16m to a profit of GBP0.45m (H1 FY25: loss of GBP0.71m) as a result of materially lower impairments in the current year. The impairment charge in the period was negative, in the amount of GBP0.06m (H1 FY25: GBP0.33m), and relates to a write back of impairment on sale of the land at Seaton House.
Administrative expenses were GBP1.04m in the period (H1 FY25: GBP1.35m). This represents an overall GBP0.31m 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 GBP0.59m (H1 FY25: profit of GBP0.50m). Whilst this represents a decrease of GBP1.09m on the prior period, the operating profit in H1 FY25 included an exceptional item of GBP2.56m from the profit on sale of four entities from the Group. Finance costs were down GBP0.32m compared to last year at GBP0.25m (H1 FY25: GBP0.57m), whilst the group earned GBP0.20m 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 GBP1.23m to GBP1.85m compared with the position at 30 June 2025 (30 June 2025: GBP0.61m), 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 GBP0.88m to GBP1.48m (30 June 2025: GBP0.61m).
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.
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 Financial Reporting
as adopted for use in the UK; and - the interim management report includes a fair review of:
-- significant events that have occurred during the first six months of the financial year and their impact on the
condensed financial statements; -- the principal risks and uncertainties facing the Group for the remaining six months of the financial year; and -- material related party transactions that have taken place during the period and any material changes to those
described in the last annual report.
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
Six months to Six months to
GBP unless stated Notes 31 December 31 December
2025 2024
Revenue 6 941,597 1,972,209
Revenue - Development management fees & other income 230,912 270,307
Revenue - Development sales 400,000 1,315,573
Revenue - Construction 102,803 234,446
Revenue - Property services 59,859 95,883
Revenue - Corporate 148,023 56,000
Cost of sales 6 (490,115) (2,678,931)
Cost of sales - Development management fees & other income (630) (107,585)
Cost of sales - Development sales (446,303) (1,263,356)
Cost of sales - Construction (98,193) (224,607)
Cost of sales - Property services (7,596) (37,914)
Cost of sales - Impairment of inventory 62,607 (1,045,469)
Gross profit/(loss) 451,482 (706,722)
Other income
Administration expenses 7 (1,040,615) (1,348,885)
Exceptional item - 2,558,986
Operating profit/(loss) (589,133) 503,379
Finance expense (253,029) (569,588)
Finance income 204,565 -
Profit/(loss) before taxation (637,597) (66,209)
Taxation - (26,514)
Profit/(loss) after taxation (637,597) (92,723)
Other comprehensive income 30.000 -
COMPREHENSIVE LOSS attributable to shareholders (607,597) (92,723)
Weighted average shares in issued over the period 38,678,333 38,678,333
(Loss) per share (GBP pence) (1.6) (0.2)
The accompanying notes form an integral part of the financial statements.
Consolidated statement of financial position
As at 31 December 2025
As at
As at
GBP unless stated Notes 30 June
31 December 2025
2025
ASSETS
Non-current assets
Property, plant and equipment 67,302 103,006
67,302 103,006
Current assets
Cash and cash equivalents 34,468 947,351
Inventory 8 1,845,375 610,395
Investment in associate 9 3,710,414 3,507,572
Financial asset 30,000 -
Trade and other receivables 10 721,189 722,772
6,341,447 5,788,090
TOTAL ASSETS 6,408,749 5,891,096
LIABILITIES
Non-current liabilities
Borrowings 12 7,725,409 7,941,713
7,725,409 7,941,713
Current liabilities
Trade and other payables 11 1,360,794 899,950
Borrowings 12 1,481,905 605,347
2,842,700 1,505,297
TOTAL LIABILITIES 10,568,109 9,447,010
EQUITY
Share capital 13 386,383 386,783
Share premium 13 4,753,325 4,753,325
Capital contribution reserve 2,092,343 2,092,343
Share-based payment reserve 14 4,551 -
Retained earnings (11,395,962) (10,788,365)
TOTAL EQUITY (4,159,360) (3,555,914)
TOTAL LIABILITIES AND EQUITY 6,408,749 5,891,096
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
Six months to Six months to
GBP unless stated 31 December 31 December
2025 2024
Cash flows from operating activities
Loss for the period before tax (637,597) (66,209)
Adjustments for:
Finance expense 253,029 569,588
Finance income (204,565)
Profit on disposal of subsidiary - (2,558,986)
Profit on disposal of fixed assets - 8,733
Amortisation of intangible asset - 1,680
Depreciation of property, plant and equipment 36,951 32,529
Movement in reserves 4,151 -
Movement in working capital:
(Increase)/Decrease in trade and other receivables 1,583 (289,302)
Decrease/(Increase) in inventories (1,234,980) 874,885
Increase in trade and other payables 460,844 6,981,924
Increase in third-party borrowings 971 -
Increase in related-party borrowings (154,987) -
Cash from operations (1,474,600) 5,554,842
Taxation paid - (26,514)
Net cash generated from / (used in) operating activities (1,474,600) 5,528,328
Cash flows from investing activities
Investment in associate 1,723 (3,000,000)
Purchases of property, plant and equipment (375) (1,475)
Net cash (used in)/generated from investing activities 1,348 (3,001,475)
Financing cash flows
Interest paid - (655,913)
Proceeds of third party borrowing 1,054,295 688,248
Payment of third party loans (291,130) 2,011,153
Proceeds of related party borrowing 387,145 10,700,630
Payment of related party loans (546,629) (15,137,225)
Payments made in relation to lease liabilities (43,312) (86,623)
Net cash (used in)/generated from financing activities 560,369 (2,479,730)
Net change in cash and cash equivalents (912,883) 47,123
Opening cash and cash equivalents at 1 July 947,351 78,161
Closing cash and cash equivalents at 31 December 34,468 125,284
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
Share Share Total
Retained Share-based payment Capital
GBP earnings reserve contribution
reserve
capital premium Equity
Balance at 01 July 2025 386,783 4,753,325 (10,788,365) - 2,092,343 (3,555,914)
Loss for the period - - (607,597) - - (607,597)
Total comprehensive loss - - (607,597) - - (607,597)
for the period
Other additions (400) - - 4,551 - 4,151
Balance at 31 December 386,383 4,753,325 (11,395,962) 4,551 2,092,343 (4,159,360)
2025
For the six months ended 31 December 2024
Share Share Total
Capital contribution
GBP Retained earnings reserve
Capital premium Equity
Balance at 01 July 2024 386,783 4,753,325 (9,088,602) - (3,948,494)
Loss for the period - - (92,723) 2,092,331 1,999,608
Other additions - - - - -
Balance at 31 December 386,783 4,753,325 (9,181,325) 2,092,331 (1,948,886)
2024
For the year ended 30 June 2024
Share Share
Retained Capital contribution Total
GBP earnings reserve equity
capital premium
Balance at 01 July 2024 386,783 4,753,325 (9,088,602) - (3,948,494)
Loss for the period - - (1,699,763) (1,699,763)
Total comprehensive loss for - - (1,699,763) - (1,699,763)
the year
Loan waiver - - - 2,092,343 2,092,343
Balance at 30 June 2025 386,783 4,753,325 (10,788,365) 2,092,343 (3,555,914)
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
1. Reporting entity
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.
2. Basis of preparation
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 GBP607,597 (H1 FY25: GBP92,725), 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:
-- agreed with OH UK Holdings Limited ("OHUK") that OHUK will make available a further amount of GBP3m to the Group if
required, increasing the maximum aggregate funding available under the existing loan agreement to GBP11m until the
Group receives repayment of its loan receivable from the One Victoria project in Manchester; and -- agreed with the holder of the GBP500,000 Loan Note to extend its maturity date from 14 March 2026 until the Group
receives repayment of its loan receivable from the One Victoria project in Manchester.
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.
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 lower of cost and
net realisable value. The Group applies judgement to determine the net realisable value of developments at a point
in time that the property is partly developed and compares that to the carrying value. The Group has undertaken an
impairment review of all of the Inventory and determined that no impairment is appropriate at the reporting date. - Going concern: In preparing these interim financial statements, the Directors have exercised judgement in
assessing the appropriateness of the going concern basis of preparation. In making this assessment, the Directors
have considered the Group's latest cash flow forecasts and the key assumptions underlying them, including the
availability of third-party and related-party funding facilities, the extension and/or formalisation of
related-party loan arrangements, and forecast cash inflows from development activities.
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
- Recognition of investment in associate: As outlined in the annual report for the year ending 30 June 2025, the
Group purchased a loan receivable of GBP4.1 million for GBP3.0 million as part of its investment in an associate. The
GBP1.1 million discount is being amortised over the expected period to practical completion of the associate's
property development using the effective interest method in accordance with IFRS 9 Financial Instruments.
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.
4. 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 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.
5. Operating segments
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:
Property
GBP unless stated Developments Construction Corporate Total
Services
Revenue 630,912 102,803 59,859 148,023 941,597
Cost of sales (446,932) (98,193) (7,597) - (552,722)
Impairment of inventory 62,607 - - - 62,607
Gross (loss)/profit 246,587 4,610 52,262 148,023 451,482
Depreciation - - - (36,951) (36,951)
Administration expenses (271,743) - (40,582) (691,339) (1,003,664)
Exceptional item - - - - -
Operating (loss)/profit (25,156) 4,610 11,680 (580,267) (589,133)
Finance expense - - - (253,029) (253,029)
Finance income - - - 204,565 204,565
Taxation - - - - -
(Loss)/profit for the year (25,156) 4,610 11,680 (628,731) (637,597)
For the period ended 31 December 2024:
Property
GBP unless stated Developments Construction Corporate Total
Services
Revenue 1,585,880 234,446 95,883 56,000 1,972,209
Cost of sales (1,364,136) (224,607) (44,719) - (1,633,462)
Impairment of inventory (1,045,469) - - - (1,045,469)
Gross (loss)/profit (823,725) 9,839 51,164 56,000 (706,722)
Depreciation - - - (32,606) (32,606)
Administration expenses (353,295) - (54,981) (908,003) (1,316,279)
Exceptional item - - - 2,558,986 2,558,986
Operating (loss)/profit (1,177,020) 9,839 (3,817) 1,674,377 503,379
Finance expense (202,192) - - (367,396) (569,588)
Taxation - - - (26,514) (26,514)
(Loss)/profit for the year (1,379,212) 9,839 (3,817) 1,280,467 (92,723)
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
2025 2024
Revenue
Development sales 400,000 1,315,573
Development management 230,912 270,307
Construction 102,803 234,446
Property services 59,859 95,883
Corporate 148,023 56,000
941,597 1,972,209
Cost of sales
Development sales (446,932) (1,364,136)
Impairment of inventory 62,607 (1,045,469)
Construction (98,193) (224,607)
Property services (7,597) (44,719)
Corporate - -
(490,115) (2,678,931)
Gross profit/(loss) 451,482 (706,722)
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:
-- One Heritage Tower Limited: The Group earned a management fee of GBP57,832 (H1 FY25: GBP80,178). The Group is also
entitled to 1% of any external debt or equity funding raised on behalf of the development, and a disposal fee of 3%
of the sale price. -- One Heritage Great Ducie Street Limited: The Group earned a management fee of GBP173,080 (H1 FY25: GBP103,080) through
the agreement with One Heritage Great Ducie Street.
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 GBP400,000 development sales revenue was generated from external parties through the sale of the land at Seaton House, Stockport (H1 FY25: GBP1,215,000).
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 GBP91,191 (H1 FY25: GBP222,355) 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 GBP59,859 (H1 FY25: GBP95,883).
The Corporate revenue is from contracts signed with related parties Zentra Great Ducie Street Limited, generating revenue of GBP30,121 (H1 FY25: GBPNil), Robin Hood Property Development Limited, generating revenue of GBP50,000 (H1 FY25: GBP50,000) and One Heritage Property Rental Limited, recognising revenue of GBP6,000 (H1 FY25: GBP6,000). The Group also earned revenue from it's agreement with OH UK Holdings Limited, recognising GBP61,900 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
2025 2024
The aggregate remuneration comprised:
- Wages and salaries 460,610 615,886
- National insurance 64,449 64,664
- Pension costs 66,520 8,399
Staff costs 591,579 688,949
Other administration expenses 449,036 659,936
1,040,615 1,348,885
Average number of employees 17 22
8. Inventory
30 June
GBP unless stated 31 December 2025
2025
Residential developments
- Land 1,572,861 533,444
- Construction and development costs 185,089 18,700
- Capitalised interest 87,425 58,251
1,845,375 610,395
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.
9. Investment in Associate
30 June
GBP unless stated 31 December 2025
2025
Opening 3,507,572 -
Increase to equity investment in associate - 30
Increase to debt investment in associate 202,842 3,507,542
Closing 3,710,414 3,507,572
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 GBP3,710,414 (30 June 2025: GBP3,507,572). Interest income of GBP202,842 (H1 FY25: GBPNil) 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.
10. Trade and other receivables
30 June
GBP unless stated 31 December 2025
2025
Other debtors 365,789 275,086
Other prepayments and other income 30,779 95,289
Related party receivable 324.621 352,397
721,189 722,772
Related party receivables include GBP168,078 (30 June 2025: GBP54,210) due from Robin Hood Property Development Limited and GBP66,396 from One Heritage Tower Limited, both of whom are related parties.
Other debtors includes a Construction Industry Scheme tax receivable from HMRC of GBP252,980 (30 June 2025: GBP252,980) 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.
11. Trade and other payables
30 June
GBP unless stated 31 December 2025
2025
Trade payables 298,409 213,013
Accruals 470,490 448,427
Customer deposits - -
Related party payable 242,017 112,334
Other payable - -
Tax payable 152,245 55,528
PAYE payable 197,633 70,648
1,360,794 899,950
Trade payables and accruals relate to amounts payable at the reporting date for services received during the period.
Related party payables includes GBP123,966 (30 June 2025: GBP8,665) 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.
12. Borrowing
As at As at
GBP unless stated 31 December 30 June
2025 2025
Non - current
Related party borrowings 7,725,409 7,941,713
7,725,409 7,941,713
Current
Lease liability 63,925 105,347
Loans 1,417,980 500,000
1,481,905 605,347
9,207,314 8,547,060
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 GBP3 million to the Group if required, increasing the maximum aggregate funding available under the existing loan agreement to GBP11 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:
As at As at
31 December 2025 30 June 2025
Maturity Face Face
Nominal interest
GBP unless stated Currency rate Carrying amount Carrying amount
Date value value
OH UK Holdings GBP 6.0% Dec-26 7,725,409 7,725,409 7,941,713 7,941,713
Limited
Hampshire Trust Bank GBP 9.5% Jul-26 917,980 917,980 - -
Loan Note GBP 8.0% * 500,000 500,000 500,000 500,000
9,143,389 9,143,389 8,441,713 8,441,713
* 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).
13. Share capital
As at As at
GBP unless stated 31 December 30 June
2025 2025
Share capital (1p per share) 386,783 386,783
Share premium 4,753,325 4,753,325
5,140,108 5,140,108
All shares issued by the Company are ordinary shares and have equal voting and distribution rights.
14. Share-based payments
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 GBP43,118, determined using a Black-Scholes valuation model.
The charge recognised in the income statement for the six months ended 31 December 2025 was GBP4,551 (31 December 2024: GBPNil), 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:
-- Level 1: quotes prices (unadjusted) in active markets for identical assets and liabilities.
inputs other than quoted prices included in Level 1 that are observable for the asset or liability,
-- Leve 2: either directly (i.e. as prices) or indirectly (i.e. derived from prices).
-- Level 3: inputs for the asset or liability that are not based on observable market data (unobservable inputs).
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
Carrying value Fair value
Other
GBP unless stated Financial assets at Total Level 1 Level 2 Level 3 Total
amortised cost
financial
liabilities
Financial assets not measured
at fair value
Investment in associate 3,710,414 - 3,710,414 - - 3,710,414 3,710,414
Trade and other receivables 721,189 - 721,189 - - 721,189 721,189
Financial asset 30,000 - 30,000 - - 30,000 30,000
Cash and cash equivalents 34,468 - 34,468 34,468 - - -
4,496,071 - 4,496,071 34,468 - 4,461,603 4,496,071
Financial liabilities not
measured at fair value
Secured bank loans - 917,980 917,980 - - 917,980 917,980
Unsecured loan note - 500,000 500,000 - - 500,000 500,000
Related party borrowings - 7,725,409 7,725,409 - - 7,725,409 7,725,409
Lease liability - 63,925 63,925 - - 63,925 63,925
Trade and other payables - 1,360,794 1,360,794 - - 1,360,794 1,360,794
- 10,568,118 10,568,118 - - 10,568,118 10,568,118
As at 30 June 2025
Carrying value Fair value
Other
GBP unless stated Financial assets at Total Level 1 Level 2 Level 3 Total
amortised cost
financial
liabilities
Financial assets not measured
at fair value
Investment in associate 3,507,572 - 3,507,572 - - 3,507,572 3,507,572
Trade and other receivables 722,772 - 722,772 - - 722,772 722,772
Cash and cash equivalents 947,351 - 947,351 947,351 - - 947,351
3,177,695 - 3,177,695 947,351 - 4,230,344 3,177,695
Financial liabilities not
measured at fair value
Unsecured loan note - 500,000 500,000 - - 500,000 500,000
Related party borrowings - 7,941,713 7,941,713 - - 7,941,713 7,941,713
Lease liability - 105,347 105,347 - - 105,347 105,347
Trade and other payables - 899,950 899,950 - - 899,950 899,950
- 9,447,010 9,447,010 - - 9,447,010 9,447,010
16. Related party
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:
GBP unless stated 31 December 2025 30 June 2025 Short term employee benefits 207,863 479,001
17. Events after the reporting date
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 GBP0.35m.
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.
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March 23, 2026 03:00 ET (07:00 GMT)
