One Heritage Group plc (OHG)
One Heritage Group plc: Full year results for the year ending 30 June 2023
31-Oct-2023 / 12:30 GMT/BST
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31 October 2023
ONE HERITAGE GROUP PLC
(the "Company") or (the "Group")
Full year results for the year ending 30 June 2023
One Heritage Group PLC (LSE: OHG), the UK-based residential developer, development manager and property manager focused
on the North of England, is pleased to announce its audited results for the year ended 30 June 2023 (FY 2023).
Financial highlights
-- Increase in revenue of GBP13.84m, +792% on the prior year, from GBP1.75m to GBP15.59m, driven by 71 sale
completions during the period.
-- Impairment was GBP1.09m in the period, a decrease of GBP0.01m on the impairment reported in the interim
announcement. The impairment loss is included in cost of sales.
? Previously reported factors have continued to impact developments, including increases in costs due
to rising material prices, sub-contractor prices, delays experienced and the cost of debt. The self-delivery of
projects leaves the business exposed to any inflationary pressures and construction delays, and this has been a
major contributor to the losses. All self-delivered projects will be completed by the end of the current
calendar year.
-- Gross profit of GBP0.59m improved by GBP1.30m or 184% on prior year mainly due to the sales growth (FY 2022:
gross loss of GBP0.71m).
-- Loss before tax of GBP2.14m (FY 2022: loss of GBP2.13m).
-- Basic loss per share of 6.2 pence (FY 2022: loss of 6.6 pence).
-- Net debt of GBP16.94m (FY2022: GBP14.95m). In the period a One Heritage SPC loan of GBP1.23m at a 12% interest
rate was repaid and the existing shareholder loan facility was increased by the same value at an interest rate of
7%. The total shareholder loan facility drawdown as at 30 June was GBP11.38m and the total facility is GBP14.30m, due
to be repaid on 31 December 2024.
Operating highlights
-- Practical completion of three major development projects, being Lincoln House, Bolton, Liberty House,
Sheffield and Oscar House, Manchester.
-- Practical completion of County House, Oldham, the Group's first project acting as development manager.
-- Construction commenced on our latest development project in May 2023 on Victoria Road, Eccleshill, West
Yorkshire, with target completion expected in H2 2024.
-- Completed a Company strategic review, with particular reference to our acquisition and delivery
strategies, focusing on our core discipline of residential Property Development in the North of England, acting
as developer and development manager using fixed-priced build contracts, commencing with Victoria Road, Eccleshill.
-- In May 2023, the Group received its Arla Propertymark accreditation, a nationally recognised code of
practice, for its Lettings operation.
-- Geoff Willis appointed as Investment Director, a new role overseeing the Group's development pipeline.
Post Period Events
-- The Group secured a bulk sale of 20 apartments in Lincoln House, Bolton. The sales were legally completed
in October 2023, and this now means that 76 out of the 88 units have been sold.
-- Construction commenced for One Victoria, Manchester, where 129 self-contained apartments across two
buildings are set to be developed acting as development manager.
-- Parent company and majority shareholder extended its support and increased its previous GBP12.30 million
debt facility by GBP1.70 million to GBP14.00 million, on the same terms with a repayment date of 31 December 2024.
-- The Group has decided to sell the developments at Churchgate, Leicester and Seaton House, Stockport
following a viability review of its design and costs, and sales of the projects are being progressed.
Prospects
-- On track to deliver Victoria Road, Eccleshill, a direct development, during the next calendar year and
the new project pipeline contains future opportunities which are being reviewed.
-- The Group is expecting to complete North Church House, Sheffield a development managed project in FY
2024.
-- The North continues to be validated as highly attractive for property investment, with leading adviser
Savills predicting house price growth in the North West specifically of 11.7% over the next five years - the
highest of any UK region.
Jason Upton, Chief Executive Officer, commented:
"It has been a milestone year for the Group as we delivered our first wave of practical completions. The Group has also
seen strong revenues, with the majority of units sold, whilst sales channels are focused on the remaining unsold
residences.
The Group is also poised to complete all self-delivered projects in the short term, which have been problematic with
cost control, and has now commenced all new projects using fixed price contracts to remove this risk. Our focused
strategy, coupled with significant investment in experienced property development skills and resources, gives us
confidence that current and future development projects will be delivered on a timely and cost-effective basis.
The North of England continues to prove itself as an attractive region for property investors given the growing demand
for quality, affordable housing, which we are delivering. We look forward to continuing delivery of our strategic
objectives in this coming year."
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.
References to page numbers throughout this announcement relates to the page numbers within the Annual Report of the
Company for the year ended 30 June 2023.
Chairman's statement
An inflationary environment and supply chain difficulties, caused by number of macro-economic and geopolitical factors,
have had a significant and adverse bearing on the property development industry and we have not proved immune to this.
Equally, however, as became evident as time passed, our acquisition and delivery strategies, with notable exceptions,
have not served us well, in mitigating the inherent risks associated with property development. And so, while the
Board was pleased to see the completion during the year of three direct development projects at Lincoln House, Bolton,
Bank Street, Sheffield and Oscar House, Manchester and one development management project at Oldham, it is clearly
disappointing to all concerned that two of the development projects (Bank Street and Oscar House) have been further
impaired, as has St Petersgate, Stockport which awaits completion this quarter.
Having said this, I am pleased to see the energy and clarity of purpose with which the Executive Team has responded to
the challenges we faced. New senior appointments both on the acquisition and delivery sides of the business are very
welcome and significant initiatives have been introduced to good effect - namely a widening of our net in terms of
target acquisitions to include housing as well as apartments and local authority and social housing partnering; and, in
terms of delivery, third party outsourcing on fixed priced construction contracts in lieu of an in-house model.
The sales side of the development process has gone well and is testament to the quality of our product, its
desirability to the rental market and the exceptional sales network that our parent company has built up in Asia. There
remains strong appetite from the overseas investor for the right product, accompanied by good professional management
services, particularly in our chosen geographies.
It's important to note that of the original batch of properties purchased pre-January 2022, only St Petersgate,
Stockport awaits completion and that Churchgate, Leicester and Seaton House, Stockport, both consented sites, are to be
sold and not developed out by the Group following a reassessment of profitability. Construction is going well at the
most recent purchase i.e. the site for housing at Victoria Road, Eccleshill and there are a number of encouraging
discussions ongoing on other potential projects.
Our other principal source of revenue comes from our development management activities and I am pleased with the way
that One Victoria, Manchester is shaping up and we are putting every effort in to are making sure that this business
line grows in significance going forward.
Despite setbacks, I am confident that our revised strategies are fit for purpose, that we have the leadership and
technical expertise to deliver them and that with the continued support of our major shareholder, our bottom line
performance will greatly improve.
David Izett
Chairman
31 October 2023
Chief Executive's statement
Reflecting on the past financial year, I wish to acknowledge the hard work and commitment of our team particularly in
respect of the four development projects - three direct developments and one development management project - completed
during the period. Overall, after adapting our strategies in response to market conditions, strengthening our team,
and refining our internal processes and delivery, I believe that we are in a much stronger position to deliver value
for our shareholders in the future.
In 2021, in difficult market conditions leading to a reduction in the number of appropriate 3rd party contractor
options and much higher pricing from those willing to quote, and following a contractor insolvency at Bank Street
Sheffield and North Church House, Sheffield, we took the decision, essentially out of necessity, to take construction
in house. We recognise that the performance of self-delivery projects has not gone to plan as costs have continued to
increase to our detriment. It is important to note that the outstanding projects of North Church House, Sheffield and
St Petersgate, Stockport where we are providing in house construction are due to complete this quarter and our delivery
strategy will be focused on obtaining a fixed price contract for future projects.
While there is no doubt that external factors such as cost increases and delays have impacted us severely across a
number of our projects, we also recognised that changes were required to our acquisition and delivery strategies to
mitigate attendant risks to the development process leading to strong future performance.
Our acquisitions strategy has become more cautious over the past year to avoid some of the particular problems
encountered on more challenging projects such as Bank Street and St Petersgate. A highly experienced Investment
Director was appointed earlier in the year to head the acquisition team in order to build a more risk averse pipeline.
Similarly, as mentioned above, our delivery strategy has evolved to an outsourced model to mitigate the risk of
unforeseen cost increases. To lead this team, we have hired a Head of Projects to provide us with greater oversight and
control of how projects are delivered. These two senior appointments add to the Interim Development Director appointed
earlier in the year and have enabled us to create three specialist teams i.e., Acquisition, Technical and Delivery for
future projects. We are delighted to have recruited great people for these roles and to have restructured our
development team during the period, acknowledging where we went wrong and what we can do better.
Now that we have settled on a revised project delivery strategy, and we believe that the picture on costs is clearer,
we are focusing our efforts on finding and securing new opportunities for direct development. We have also increased
our efforts to source profitable deals as development manager or in Joint Ventures, along with establishing what we
hope will be long term partnerships with local authorities and registered housing providers.
In order to measure our success as a business, in last year's statement I highlighted four strategic objectives for the
Group to perform against:
1. Successfully delivering our existing development projects
As mentioned above, this year has been marked by four project completions - three direct developments and one
development management project.
The first completion in FY 2023 was our direct development of Lincoln House, Nelson Street, Bolton, previously a
part-build office building, which we repurposed for residential use to provide 88 apartments. The gross floor area of
the building is c., 60,500 square feet.
In March 2023, we completed our first development management project, a conversion of Oldham County Court, New
Radcliffe Street, Oldham, into 42 residential apartments comprising a gross floor area of c., 33,400 square feet. This
also marked the completion of the Group's first partnership with a housing association, and all 42 apartments were let
at affordable rents, boosting the availability of affordable housing in Oldham Town Centre.
In May 2023, we delivered our second direct development of 2023 calendar year at Liberty House, Bank Street, Sheffield.
This was the conversion of a former Grade II Listed office building into an apartment block of 23 units, with a gross
floor area of c., 21,000 square feet.
In quick succession to Liberty House, in June 2023, we announced the practical completion of our third direct
development at Oscar House, Chester Road, Manchester. This is a six-storey apartment block of c., 19,700 square feet
and comprises 27 units on a formerly unoccupied brownfield site.
Post-period end, we updated the market that the completion of 57 St Petersgate, Stockport, a conversion of a former
office building, comprising 18 apartments, 1 commercial unit and c., 12,000 square feet, was delayed until later this
calendar year, due to further challenges in respect of sub-contractor labour shortages.
As mentioned above and as announced in our interim results, after careful internal evaluation, we took the decision to
cease providing in-house construction services to both our direct development and development management projects in
favour of the appointment of a fixed-price principal contractor. This will take effect later this year, tying in with
the completion of our direct development of 57 St Petersgate, Stockport and our development management project at North
Church House, Queen Street, Sheffield which comprises 58 apartments in a former office building totalling c., 41,400
square feet.
As previously announced, principally as a result of an increase in costs due to rising material prices, sub-contractor
prices and cost of debt, the Group impaired the value of its developments at Bank Street, St Petersgate, and Oscar
House.
The Group has previously confirmed its decision to sell the consented development at Churchgate, Leicester, following a
viability review based around its design and costs and has accepted an offer that is progressing through the due
diligence and legal processes. We have also recently decided to sell the consented project at Seaton House, Stockport
following a viability review.
In April 2023, we were pleased to commence the construction, as developer, of 24 houses at Victoria Road, Eccleshill,
West Yorkshire, our first new build housing project. A principal contractor has been appointed with a fixed price build
contract and completion is expected in H2 2024.
Direct Development Residential Commercial Gross Development Reservations* Exchanged Completed Expected
Projects Units Units Value (GBPm) * Sales * Completion
Lincoln House, 88 0 GBP10.1m 2 0 76 Completed
Bolton
Bank Street, 23 0 GBP3.9m 1 0 19 Completed
Sheffield
Oscar House, 27 0 GBP6.8m 1 1 7 Completed
Manchester
St Petersgate, 18 1 GBP2.9m 0 18 0 H2 2023
Stockport
Victoria Road, 24 0 GBP6.5m Not released H2 2024
Eccleshill
Seaton House, 35 0 GBP5.6m Not released To be sold
Stockport
Churchgate, 15 1 GBP3.1m Not released To be sold
Leicester
230 2 GBP38.9m 4 19 102
*As at 23 October 2023 2. Secure sales for our properties under
construction
We have continued to see strong demand for well-designed and
well-located homes with 71 units (out of 125 available for sale)
sold and legally completed during the period which increased to 102
at 23 October 2023.
Post period, the Group has exchanged contracts for the bulk sale
of twenty apartments at Lincoln House, Bolton. The sales were
contracted to complete in August 2023, but following buyer delays,
the remaining units completed in October 2023. This, along with two
further sales increases the number of completions at Lincoln House
to 76 out of 88. Bank Street reported two further sales completions
post year end.
In June 2023, the Group announced that the buyer underwriting
the purchase of 27 apartments at Oscar House had failed to perform
on 22 apartments. The Group has since remarketed the units and
following a revaluation, it is anticipated that the GDV will
increase from GBP6.1m to GBP6.8m. Oscar House recorded its first
sale completions, seven in total, post year end.
The marketing of the 24 houses at Victoria Road, Eccleshill will
commence in Q1 2024 when construction has progressed further and we
enter the final six months of the project. 3. Growing the pipeline
of new development opportunities
We are investing considerable time and effort into seeking out
new opportunities both for our direct development business and for
larger development partners for whom we undertake the development
management role. But we do so with caution. Since 2020 BCIS
(Building Cost Information Service Construction Data) cite a 24%
increase in build costs with an 8.7% increase in 2022. Similarly,
interest rates have risen from 1% in May 2022 to 5.25% in August
2023. Markets and supply chains continue to recalibrate post the
pandemic and the disruptions caused by the ongoing war in Ukraine
and the unfolding events in Israel.
At the time of writing, we have several potential sites under
review and have a number of encouraging conversations underway with
possible joint venture partners such as local authorities and
housing associations. We will be updating the market on this in due
course. 4. Create diverse sources of revenue generated through the
Group's service provisions
Development management
The second of our two core business lines is development
management and as mentioned above,
in March 2023 we completed our first such project, a conversion
of Oldham County Court, New Radcliffe Street, Oldham, into 42
residential apartments. We are also managing the development of
North Church House, Queen Street, Sheffield which comprises 58
apartments. More recently, we announced our appointment as
development manager to deliver One Victoria, Manchester. We have
entered into a construction agreement with Torsion Construction
Limited, who will construct the new-build development comprising
c.,113,000 square feet across two buildings containing a total of
129 units and two ground-floor commercial units. One Victoria is a
significant regeneration project in Manchester City Centre, and we
are looking forward to managing its successful delivery.
Our other development management project of scale is One
Heritage Tower which is still yet to commence construction. The
project has been significantly impacted by increased construction
costs resulting in the need for design changes to improve
efficiency and reduce costs. Interest rate increases have also
impacted the cost of debt. Despite these viability challenges,
progress is being made on a fixed price construction contract, and
options are being progressed which include both a sale of the
project and a revised delivery strategy with funding partners.
Property services
Our property services team has worked hard this year to
establish the infrastructure needed to accommodate the increase in
properties under management. We have invested in a new Customer
Relationship Management (CRM) system and have gained accreditations
in industry-recognised Money Shield and Property Ombudsman schemes.
The property management function of One Heritage is now well
established as we continue to grow our properties under management
to generate increased revenue for our stakeholders.
The Group continues to provide its tailored property sourcing
service, which finds, analyses, and negotiates property deals for
overseas investors. This area has seen steady growth over recent
months, and its services are being marketed in Hong Kong under the
brand 'Red Brick'. Sixteen properties were secured for investors
during the period under review which generated over GBP30,000 in
revenue for the Group.
Services such as sourcing, property transactions and project
management to investors in Co-living properties (typically
single-dwelling suburban houses which are repurposed as shared
accommodation for young professionals) continue to be provided.
While we remain committed to advancing Co-living projects, rising
house prices and construction costs have seen a reduction in
activity levels since the beginning of the calendar year.
We have examined various ways to adapt our strategy to these
more challenging market conditions including a recent trial
providing Serviced Accommodation services. We will be providing a
further update on this business segment in due course.
Our people
There has been a number of personnel changes at a senior level
during the year. At the beginning of the period under review,
Anthony Unsworth joined the Company as CFO and an Executive
Director. Anthony has brought financial and listed company
expertise to the Company and paired with his track record in
property development, he has proved to be invaluable to us all here
at One Heritage. In September 2023, Anthony informed the Board of
his decision to resign, but will continue in these roles during his
notice period ending in March 2024. The Board has commenced a
search for a replacement.
With his wealth of experience and in-depth understanding of the
property and regeneration marketplace, we were delighted to
announce the arrival of Paul Westhead on an initial interim basis
to oversee the delivery of our development projects, Paul has
provided invaluable support to the Group in the restructuring of
the development team and the project delivery element of our
development process. It is intended that his role will be carried
out on a permanent basis and we will provide an update on this in
due course.
Post period end in July, we welcomed Geoff Willis into a new
role of Investment Director, strengthening the senior team. With
his experience and expertise complementing our existing team, Geoff
will help us to source and deliver new development
opportunities.
2024 FINANCIAL YEAR STRATEGIC OBJECTIVES
The Group continues to evolve and navigate through a very
challenging market. We will continue to focus on the delivery of
our development projects and growing our development pipeline, both
as developer and as Development Manager, will be one of our primary
objectives.
The following four objectives will remain in place for the
forthcoming financial year. 1. Successfully deliver our development
projects 2. Secure sales of our properties 3. Grow the pipeline of
new development opportunities 4. Increase revenue generated through
the Group's service provisions
INDUSTRY OVERVIEW
Over the 12 months leading up to June 2023, the UK economy
experienced a 1% increase in economic output, 0.8% higher than it
was in February 2020 before the pandemic struck. The economic
outlook for the remainder of 2023 and into 2024 is uncertain with
persistent inflationary pressures leading to increased prices. The
decisions made by the government and the Bank of England regarding
economic policies and interest rates will be crucial in curbing
inflation, with a particular focus on the Autumn Statement. HM
Treasury's August consensus economic forecasts indicated limited
GDP growth of just 0.3% in 2023 and 0.6% in 2024.
The shortage of housing in the UK remains a significant issue,
evident from the long-term trend of rising house prices relative to
incomes and the considerable inflationary pressures in the rental
market. The last reported figures for the year to March 2022
(reported by the HBF and Gov.uk annually in November) show
c.,210,100 new housing additions in England, 9.5% higher than the
previous year of c.,191,800, but 4% lower than the c.,219,100 homes
from the pre pandemic data to March 2020 with supply chain
limitations related to labour and building materials limiting
growth. The building of new housing remains low in the current year
due to the end of the Help to Buy programme, higher mortgage
interest rates and subsequent affordability challenges.
Although house prices reached their peak in August 2022,
affordability constraints have caused them to decline over the
ten-month period ending in June 2023. According to the Nationwide
Building Society, the average UK house price decreased by 3.5%
during the 12 months up to June 2023.
The shortage of new homes available for sale has generated
increased demand in the rental sector, resulting in a 10.4% average
household rent increase over the year leading up to June 2023. This
rent surge has affected every region of the UK, as reported by the
HomeLet Rental Index, and a 22.0% increase over the past two years
leading up to June 2023. Unless there is a significant reduction in
mortgage interest rates, rental demand is expected to continue
growing as potential homebuyers remain unable to purchase
homes.
A consistent and reliable land supply within a predictable
planning system plays a crucial role in the housebuilding industry.
After the pandemic, planning consents reached their peak at
c.,339,500 in the 12 months ending June 2021, aligning with the
government's target of delivering 300,000 homes annually by the
mid-2020s. However, this level has decreased by 20% to c.,270,600
in the year ending March 2023. A significant shift occurred
following the December 2022 announcement that local housing targets
were no longer mandatory and that local authorities were no longer
obligated to maintain a rolling five-year land supply if they had a
local plan in place.
There has been a significant change in mortgage interest rates,
posing challenges for homebuyers seeking mortgage financing. Bank
of England data reveals that mortgage borrowing costs for new
mortgages steadily declined for over 12 years, reaching a low of
1.51% in November 2021. However, this trend reversed sharply in
less than 18 months, with the average cost of new mortgages rising
to 4.64% in June 2023, bringing mortgage interest rates to levels
last observed in 2009. According to the Halifax Mortgage
Affordability Index, purchasing a new home now consumes 40.8% of
after-tax income. In the upcoming months, nominal wage growth may
have a positive impact on this affordability measure, but it will
ultimately depend on the future movements of both mortgage rates
and house prices.
Throughout the year to June 2023, we encountered a notable surge
in build cost inflation, impacted by supply limitations,
inflationary pressures affecting labour costs and the delayed
impact of a significant rise in energy costs, which began in the
autumn of 2021 and was further compounded by the conflict in
Ukraine. However, with headline inflation showing reductions we
expect the rate of increase to continue to slow over the coming
year.
The construction industry is poised to confront forthcoming
regulatory changes over the next three years, notably related to
biodiversity net gain and the Future Homes Standard. Starting in
November 2023, new legislation will mandate that all our
developments achieve a minimum biodiversity net gain of 10%. This
requirement necessitates the development of plans to achieve a
measurable improvement of at least 10% in the site's biodiversity
relative to its state before development commenced. Commencing in
2025, the Future Homes Standard will necessitate that new homes
produce between 75% and 80% fewer carbon emissions than the
standards applicable up to June 2022. Detailed requirements and
performance measurement criteria for this new standard are yet to
be finalised. The timing, transition arrangements, and industry
consultation processes for this standard are pending
initiation.
ESG
In November 2021, we announced our ESG policy which outlined our
commitments to conducting our business activities ethically and
responsibly, and our commitment to embedding ESG initiatives both
in our day-to-day operations and across our developments. An update
on each commitment is outlined below. 1. Supporting local
communities and charitable organisations, particularly in regions
where our developmentsare located.
We continue to have a long-term relationship with Mustard Tree
in Manchester which is a homelessness charity. Our employees raised
over GBP2,000 from initiatives including Tough Mudder, Hike for the
Turkey and Syria Appeal and various collections. 2. Investing in
the training and education of our workforce, as well as engaging
with local schools andcolleges to support students with their
career pathways.
Post year end, a new training provider and system has been
implemented for regular e-learning across the Company. We continue
to support our employees with funding for their professional
development which includes AAT and ACCA qualifications.
The Group has subscribed to Stribe, an employee engagement tool
which allows employees to provide confidential feedback and gives
all a fair voice. A decisive factor in choosing Stribe was their
community engagement. Each new Stribe membership provides a school
with a pupil safeguarding app for free which gives hundreds of
children a voice and a safe confidential way for them to speak up
within their schools. 3. Being an inclusive employer, committed to
encouraging equality, diversity, and inclusion.
We were pleased to again support International Women's Day
earlier in the year with women making up 63% of our workforce.
Furthermore, we are progressing our application to become a full
member of the Greater Manchester Good Employment Charter ("GMGEC").
We are undergoing an assessment by GMGEC and expect to update on
our application in due course. GMGEC are aligned with our values
which include providing opportunities for our people to grow,
develop and thrive. 4. Tackling the UK's shortage of quality
residential accommodation.
We were delighted to work with Bolton NHS foundation in the
period under review to provide 62 of our 88 apartments to house key
workers at our Lincoln House, Bolton development.
Our Co-living offering, which has fixed weekly rents and
includes all bills. continues to be an important accommodation
class for us. This has protected our tenants from rising utility
costs and cost of living. 5. Considering its environmental impact,
seeking ways to improve the environmental performance of
ourdevelopments and reduce our carbon footprint.
Increases in material costs cause additional pressure which is
affecting the whole industry so initiatives to improve the
environmental performance of our developments are cost sensitive.
Despite this we are looking at cost effective measures and have
recently implemented initiatives working with contractors to track
and monitor waste on our development projects. There have been
various design changes across our developments, and we have
reviewed our specification to include energy efficient lighting and
energy efficient heating options where we can. Further assessments
of specification are under review. 6. Raising the awareness of our
tenants and occupiers in respect of how they can reduce their
environmentalimpact.
We continue to work with building managers on the strategy to
engage with our tenants and occupiers relating to their
environmental impact. This includes recycling measures and
awareness in home user guides in our properties. 7. Engaging with
our tenants, investors, and principal advisors to ensure awareness
of their expectationsand responding accordingly.
We believe in building a culture which has ESG at its core, and
this has resulted in changes across all areas of the business and
how decisions are made. Processes incorporate ESG which include
budget allowances where appropriate, lessons learnt exercises, and
regular audits of the advisors and consultants the Group uses to
ensure they are aligned with our values and expectations. 8.
Upholding the Quoted Companies Alliance Corporate Governance Code
(QCA). Further details can be found onour company website. 9.
Reviewing One Heritage's ESG strategy and initiatives against the
United Nation's Sustainable DevelopmentGoals, and monitoring and
reporting on this.
The Group is reviewing ways to monitor and report effectively
against the United Nation's Sustainable Development Goals. A
further update will be provided next year in relation to how the
Group intends to do this.
Outlook
In our last Annual Report, I said that we continued to face the
same challenges as before which showed little sign of immediate
improvement. These have continued over the last twelve months.
Rising costs of materials, interest rates and labour have all
affected the industry. There are however signs of improvement with
build cost inflation expected to ease which should support
viability and reduce pressure on margins. This will help us to
build our pipeline more effectively and profitably.
The diversity of our revenue sources has offered us a degree of
insulation against the current market challenges with our
development management revenue performing strongly. With some
viability concerns surrounding Co-living, it is imperative the
Group adapts and we have already taken steps to do so by
identifying new opportunities such as Serviced Accommodation. We
are giving due focus and attention on working with local
authorities and registered housing providers to allow us to both
deliver returns for our shareholders and tackle the lack of
affordable housing.
We continue to be positive about the outlook for the sector of
the UK housing market in which we operate. House prices have
remained resilient for several years and with a lack of supply,
especially in the North of England, in city centres that are seeing
population growth, rental values continue to be strong due to the
lack of supply. This supply shortage should support pricing and
sustain strong returns for property investors which will benefit
our sales.
We will proceed with cautious optimism and as a maturing
business, we are now much better placed. Market dynamics in our
view have started to stabilise which offer greater certainty around
costs and values. We have demonstrated our agility, and we will
continue to adapt strategies when necessary to safeguard our
projects and stakeholders against similar disruptions in the
future.
Task Force on Climate-Related Financial Disclosures (TCFD)
In light of the growing global concern over climate change and
the increasing need for transparency and disclosure regarding
climate-related financial risks and opportunities, our company has
made the strategic decision to adopt the Task Force on
Climate-related Financial Disclosures (TCFD) initiative. The
following outlines our comprehensive plan for implementing the TCFD
framework and enhancing our climate-related financial
reporting.
The TCFD initiative was established to help organisations assess
and disclose their climate-related financial risks and
opportunities, enabling investors, stakeholders, and the public to
make informed decisions. Adopting this framework demonstrates our
commitment to addressing climate change and aligning our business
strategies with a sustainable and resilient future.
The Group will allocate necessary resources, including
personnel, technology, and financial resources, to support the
successful implementation of the TCFD framework.
The implementation steps are planned on a phased approach over
the year to June 2024:
-- Awareness and Training: To ensure a smooth transition, we
will begin by conducting awareness and trainingsessions for key
personnel across various departments. These sessions will cover the
TCFD framework, itsobjectives, and the role of each department in
the implementation process.
-- Governance and Accountability: Establish a dedicated TCFD
working group or committee responsible foroverseeing the
implementation and reporting process. Assign clear roles and
responsibilities within theorganisation for TCFD compliance. The
Board will oversee climate risks through an agreed matrix of
climate issuesbeing deployed by management and through quarterly
measurement against the relevant KPI's. There will be
acomprehensive review and analysis of the scheme delivery at
practical completion. In terms of managementoversight, a clear
Climate strategy is being finalised, and is already being used
informally, that sets core KPI'sin terms of efficiency standards,
fabric first process / renewables / embodied carbon impact /
operational carbonoutputs / core material choices / main contractor
stats / staff travel/carbon footprint. A separate emergencystrategy
is to be put in place to consider impacts & requirements
following acts of God. We already embrace methodsof modern
construction (MMC), along with construction opportunities where
climate and financial gain is achieved.We review suppliers
embracing new technology - such as flood resilience - as well as
using improved performancematerials that improves overall
operational carbon outputs. Opportunities will be reviewed where a
new projectoffers the chance to retain the embodied carbon.
-- Risk identification will be delivered by conducting a
comprehensive assessment of climate-related risksand opportunities
within our organisation. This will involve identifying potential
impacts on our operations,supply chain, and financial performance.
The identification of a risk follows other business processes to
managerisk. We will work with our main contractor and supply chain
partners to understand the collective impacts on theclimate. There
will be clear guidance on specifications and materials, along with
controls that ensure any materialsubstituted into the process is
reviewed and approved as appropriate.
-- Risk management: No material risks have been identified at
present, however all material climate riskswould be managed in line
with other risk management processes proportionate to the risk
identified, with strongcontrols from management processes and a
formal charge to the Employers Agent (EA) to monitor KPIs.
-- Climate risk assessments fit within a wider risk assessment
framework, following the same businessprocess as other key risk
areas. Through the review and analysis of all climate risks
conducted by the managementteam with Board oversight, all existing
and potential risks will be documented, and KPIs put in place to
measurethe risk. All mitigations will be reviewed and appropriate
actions agreed, where appropriate.
-- Scenario Analysis: Develop climate scenario analysis models
to assess the potential financialimplications of different climate
scenarios on our business. This will help us identify resilience
measures andstrategic adjustments.
-- Data Collection and Disclosure: Enhance our data collection
and management systems to ensure theavailability of accurate and
reliable climate-related data. Prepare and publish TCFD-aligned
disclosures, includinginformation on governance, strategy, risk
management, and metrics and targets.
-- Integration with Strategy: Integrate climate-related
considerations into our strategic planningprocesses, ensuring that
climate risks and opportunities are factored into business
decisions and investmentstrategies. Risks and opportunities
identified over the short, medium & long term: There are none
identified atpresent, but identification processes are being
enhanced as the level of data, both internal and external,
developsover time. Development KPIs are to be integrated through
future schemes. Rationale will continue to be monitoredfor trips
and travel where appropriate. There will be a periodic review of
employee travel to work and the standardof office space will be
reviewed. The impact of climate related risks & opportunities
on the business is currentlyassessed to be limited.
-- Engagement with Stakeholders: Actively engage with our
stakeholders, including investors, customers,suppliers, and
employees, to communicate our TCFD-aligned reporting and gather
feedback.
-- Continuous Improvement: Establish a process for regular
review and improvement of our TCFD disclosuresand strategies,
ensuring they remain aligned with evolving climate risks and best
practices.
-- We intend to communicate our commitment to adopting the TCFD
initiative through internal and externalchannels. Publish our
TCFD-aligned disclosures in accordance with recommended reporting
timelines.
By adopting the TCFD initiative, our company is taking proactive
steps to address climate-related financial risks and opportunities.
This comprehensive plan outlines our commitment to transparency,
resilience, and sustainability, ensuring that we are well-prepared
for the challenges and opportunities that a changing climate
presents.
Jason Upton
Chief Executive
31 October 2023
Group's Financial Review
Trading
For the twelve months ended 30 June 2023, revenue increased by
GBP13.84m (+792%) to GBP15.59m (FY 2022: GBP1.75m). This primarily
reflects significant growth in development sales along with
construction services.
FY 2023 FY 2022 Change Change
Revenue
GBPm GBPm GBPm %
Development management fee 0.70 0.23 0.47 207%
Development sales 9.99 - 9.99 -
Co-living property management fee 1.28 0.53 0.75 -
Trading property - 0.65 (0.65) (100)%
Construction * 3.17 0.13 3.04 2,326%
Property services 0.33 0.16 0.17 110%
Corporate 0.12 0.05 0.07 160%
TOTAL 15.59 1.75 13.84 +792%
-- Construction services revenue in in-house residential
development projects to be discontinued from H2calendar year
2023.
Developments sales revenue remained the largest contributor to
Group revenue, accounting for 64% of total revenue. This
significant growth was driven from Lincoln House, Bolton delivering
GBP6.72m from 54 legal completions and Bank Street, Sheffield
legally completing 17 sales equating to GBP3.27m.
Co-living property management relates to the works undertaken on
Co-living properties where the Group receives a 5.0% cost plus
margin on all works undertaken and generated revenue of GBP1.28m
(FY 2022: GBP0.53m).
Further to the co-living property management fee, construction
services delivered revenue of GBP3.17m in the period (FY 2022:
GBP0.13m), reflecting building activity supplied to related party
Queen Street, Sheffield, a refurbishment project where the Group is
development manager.
There was an increase in development management fee income of
GBP0.47m to GBP0.70m (FY 2022: GBP0.23m), due to the recognition of
a full year of income from an agreement made in the period to
develop manage One Victoria, Manchester. The other projects
contributing to the period are North Church House, Sheffield, and
the One Heritage Tower, Salford.
Property services delivered revenue of GBP0.33m in FY 2023. This
was driven by management fees and transaction fees.
FY23 FY22 Change Change
Statement of Comprehensive Income
GBPm GBPm GBPm %
Revenue 15.59 1.75 13.84 792%
Cost of sales (13.91) (1.16) (12.75)
Cost of sales - Impairment (1.09) (1.30) 0.20
Gross Profit / (Loss) 0.59 (0.71) 1.30 184%
Gross margin 3.79% (40.4)% 44.19%
Investment in associate and other income 0.00 0.08 (0.08)
Administration costs (2.21) (1.48) (0.73) (49)%
Operating Loss (1.62) (2.11) 0.49 23%
(Loss) before taxation (2.14) (2.13) - -%
(Loss) per share (pence) (6.2) (6.6) 0.4 6%
The gross profit improved by GBP1.30m to GBP0.59m (FY 2022: loss
GBP0.71m) due mainly to the completions from Lincoln House. The
impairment in the period was GBP1.09m (FY 2022: GBP1.30m) and this
was broadly in line with impairment reported in the interim results
of December 2022 across the three impaired developments: St
Petersgate, Bank Street and Oscar House. The impairment was
principally as a result of previously mentioned factors of
increased costs due to rising material prices, sub-contractor
prices, delays experienced and the cost of debt.
There has been a number of changes implemented in the year to
reporting, risk management and operational delivery, to better
protect the Group from similar challenges in the future, most
notably the cessation of in-house construction services to both our
direct development and development management projects in favour of
the appointment of a fixed-price principal contractor on all new
projects. The development at Victoria Road, Eccleshill which
commenced in the period is with a fixed price principal
contractor.
The gross margin was 3.79% (FY 2022: (40.4%)), which is
predominantly due to the completions on Lincoln House offset by
further impairment in the period.
Administrative expenses were GBP2.21m in the period (FY 2022:
GBP1.48m). This represents an overall GBP0.73m increase in
overheads arising from a number of factors: a higher salary cost of
GBP0.40m driven by an increase in average headcount to 28 employees
(FY 2022: 23) with more experienced individuals along with an
GBP80k increase in recruitment costs; an increase of GBP22k in
audit fees; and an increase of GBP176k in professional fees mainly
due to higher consultants and software costs. The Group remains
focused on a tight control of overheads, whilst introducing some
planned investment in costs to drive the revenue streams.
Administrative expenses as a proportion of revenue were 14% in FY
2023 whilst FY 2022 administrative expenses as a proportion of
revenue were 85% of turnover on lower revenues.
The operating loss decreased by GBP0.49m to a loss of GBP1.62m
(FY 2022: loss of GBP2.11m). Finance costs were GBP0.52m (FY 2022:
GBP29k). The increase in finance cost is attributable to the
Lincoln House, Oscar House and Bank Street developments reaching
practical completion in the period, and all finance costs since
then are expensed and not capitalised. The pre taxation loss
amounts to GBP2.14m (FY 2022: GBP2.13m). The basic loss per share
was 6.2 pence (FY 2022: loss 6.6 pence).
Balance Sheet
The Balance Sheet structure reflects the strategy of funding
development projects with a combination of debt and equity
instruments. As the Group continues to progress, and with
development projects reaching completion and realising sales, the
Balance Sheet will in due course reflect the positive cash impact
of such transactions allowing funds to be recycled into new
projects through targeted acquisitions.
Net assets have decreased by GBP1.14m from GBP0.57m to negative
equity of GBP0.57m due to an increase in borrowings funding future
growth, but also recognising the prudent impairment of assets as
described earlier. The completion of properties at Lincoln House,
Bank Street and Oscar House, Manchester that have taken place in
the period have commenced a shift in the Balance Sheet which will
ultimately allow for funds to be directed into targeted
acquisitions as the Group moves forward. As anticipated, no
dividends have been declared in this year with losses being
reported in the first three years of trading.
Development Inventory has increased by GBP1.40m from GBP15.13m
to GBP16.57m. The key balances are at Oscar House GBP6.32m (FY
2022: GBP4.22m) and Lincoln House GBP3.50m (FY 2022: GBP7.41m)
where the projects are completed and sale completions have taken
place. The inventory balances have increased at St Petersgate
GBP2.71m (FY 2022: GBP0.80m) which is a site due to practically
complete in the quarter, along with Victoria Road, Eccleshill
GBP1.80m, which was purchased on 8 July 2022 and where construction
has now commenced.
Reported Net Assets per share decreased by 3.3p in the period to
negative 1.5p (FY 2022: 1.8p).
Liquidity
The capital structure of the Group continued to evolve with the
issuance of new shares in the period. On 7 July 2022, the Group
issued 6.25m new ordinary shares of 1.0 pence each at an issue
price of 20.0 pence per share, raising gross proceeds of GBP1.25m.
This additional source of finance enhanced funding in addition to
the initial placing, a corporate bond, construction finance and
shareholder loan support.
The Net Debt has increased by GBP1.99m from GBP14.95m to
GBP16.94m. This increase is supporting the planned growth of the
Group and includes:
-- Interest payment GBP2.65m;
-- A refinance of Oscar House, Manchester in line with the
revised sales strategy on improved terms to theprevious loan
GBP4.12m;
-- An increase in the One Heritage Property Development
shareholder loan facility of GBP4.19m to GBP11.38m (FY2022:
GBP7.19m) which allowed the repayment of a higher interest loan
with One Heritage SPC of GBP1.23m resulting inlower interest costs.
The total available facility is GBP14.30m, and the drawdown
recorded at 30 June 2023illustrates headroom of GBP2.92m;
-- The repayment of loan facilities at Lincoln House (GBP2.44m),
Bank Street (GBP1.13m) and Oscar House(GBP2.17m);
Net Cash outflow used in operating activities was GBP0.57m,
primarily due to the reported loss of GBP2.14m.
In summary, we are beginning to realise the benefits from our
development sales and development management agreements. This gives
us incremental funding flexibility to pursue our Group strategy
with renewed confidence.
Anthony Unsworth
Chief Financial Officer
31 October 2023
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 Government to ensure the achievement of implementable
planning consents that meet local requirements and that exceed
current and expected statutory requirements. The Group regularly
reviews land currently owned, committed and pipeline prospects,
underpinned with robust key business control where all land
acquisitions are subject to formal appraisal and approved by the
senior executive team.
2. Delivery: Inadequate controls or failures in compliance will
impact the Group's operational and financial performance
A risk exists of failure to achieve excellence in construction,
such as design and construction defects, deviation from
environmental standards, or through an inability to develop and
implement new and innovative construction methods. This could
increase costs, expose the Group to future remediation liabilities,
and result in poor product quality, reduced selling prices and
sales volumes.
To mitigate this, the Group liaises with technical experts to
ensure compliance with all regulations around design and materials,
along with external engineers through approved panels. It also has
detailed build programmes supported by a robust quality
assurance.
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.
Anthony Unsworth
Chief Financial Officer
31 October 2023
Statement of Directors' Responsibilities
DIRECTORS' RESPONSIBILITIES
The Directors are responsible for preparing the Annual Report
and the Group and parent Company financial statements in accordance
with applicable law and regulations.
Company law requires the Directors to prepare Group and parent
Company financial statements for each financial year. Under that
law they are required to prepare the Group financial statements in
accordance with international accounting standards in conformity
with the requirements of the Companies Act 2006 and applicable law
and have elected to prepare the parent Company financial statements
in accordance with UK accounting standards and applicable law (UK
Generally Accepted Accounting Practice), including FRS 101 Reduced
Disclosure Framework. In addition, the Group financial statements
are required under the UK Disclosure Guidance and Transparency
Rules to be prepared in accordance with International Financial
Reporting Standards adopted pursuant to Regulation (EC) No
1606/2002 as it applies in the European Union.
Under company law the Directors must not approve the financial
statements unless they are satisfied that they give a true and fair
view of the state of affairs of the Group and parent Company and of
the Group's profit or loss for that period. In preparing each of
the Group and parent Company financial statements, the Directors
are required to: ? select suitable accounting policies and then
apply them consistently; ? make judgements and estimates that are
reasonable, relevant, and reliable; ? for the Group financial
statements, state whether they have been prepared in accordance
withinternational accounting standards in conformity with the
requirements of the Companies Act 2006 and, as regardsthe Group
financial statements, International Financial Reporting Standards
adopted pursuant to Regulation (EC) No1606/2002 as it applies in
the European Union; ? for the parent Company financial statements,
state whether applicable UK accounting standards have beenfollowed,
subject to any material departures disclosed and explained in the
financial statements; ? assess the Group and parent Company's
ability to continue as a going concern, disclosing, as
applicable,matters related to going concern; and ? use the going
concern basis of accounting unless they either intend to liquidate
the Group or the parentCompany or to cease operations, or have no
realistic alternative but to do so. ?
The Directors are responsible for keeping adequate accounting
records that are sufficient to show and explain the parent
Company's transactions and disclose with reasonable accuracy at any
time the financial position of the parent Company and enable them
to ensure that its financial statements comply with the Companies
Act 2006. They are responsible for such internal control as they
determine is necessary to enable the preparation of financial
statements that are free from material misstatement, whether due to
fraud or error, and have general responsibility for taking such
steps as are reasonably open to them to safeguard the assets of the
Group and to prevent and detect fraud and other irregularities.
Under applicable law and regulations, the Directors are also
responsible for preparing a Strategic Report, Directors' Report,
Directors' Remuneration Report and Corporate Governance Statement
that complies with that law and those regulations.
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
WEBSITE PUBLICATION
The Directors are responsible for the maintenance and integrity
of the corporate and financial information included on the
Company's website. Legislation in the UK governing the preparation
and dissemination of financial statements may differ from
legislation in other jurisdictions.
DIRECTORS' RESPONSIBILITIES PURSUANT TO DTR4
The Directors confirm to the best of their knowledge: ? The
financial statements have been prepared in accordance with the
applicable set of accounting standardsand Article 4 of the IAS
Regulation and give a true and fair view of the assets,
liabilities, financial position,and loss of the Company. ? The
Annual Report includes a fair review of the development and
performance of the business and thefinancial position of the
Company, together with a description of the principle risks and
uncertainties that itfaces.
By order of the Board
Jason Upton
Chief Executive Officer
31 October 2023
Independent Auditor's Report to the Members of One Heritage
Group PLC Our opinion
We have audited the consolidated financial statements and
Company financial statements of One Heritage Group Plc (the
"Company") and its subsidiaries (together, the "Group"), which
comprise the consolidated statement of financial position and the
Company's balance sheet as at 30 June 2023, the consolidated
statements of comprehensive income, the consolidated and Company's
changes in equity and consolidated cash flows for the year then
ended, and notes, comprising significant accounting policies and
other explanatory information. In our opinion: 1. the financial
statements give a true and fair view of the state of the Group's
and of the Company'saffairs as at 30 June 2023 and of the Group's
loss for the year then ended;
-- the Group financial statements are properly prepared in
accordance with UK-adopted internationalaccounting standards;
-- the parent Company financial statements have been properly
prepared in accordance with UK accountingstandards, including FRS
101 Reduced Disclosure Framework; and
-- have been prepared in accordance with the requirements of the
Companies Act 2006. Basis for opinion
We conducted our audit in accordance with International
Standards on Auditing (UK) ("ISAs (UK)") and applicable law. Our
responsibilities are described below. We have fulfilled our ethical
responsibilities under, and are independent of the Company and
Group in accordance with, UK ethical requirements including the FRC
Ethical Standard as applied to public interest entities. We believe
that the audit evidence we have obtained is a sufficient and
appropriate basis for our opinion. Key audit matters: our
assessment of the risks of material misstatement
Key audit matters are those matters that, in our professional
judgment, were of most significance in the audit of the
consolidated financial statements and company financial statements
and include the most significant assessed risks of material
misstatement (whether or not due to fraud) identified by us,
including those which had the greatest effect on: the overall audit
strategy; the allocation of resources in the audit; and directing
the efforts of the engagement team. These matters were addressed in
the context of our audit of the consolidated financial statements
and company financial statements as a whole, and in forming our
opinion thereon, and we do not provide a separate opinion on these
matters. In arriving at our audit opinion above, the key audit
matters were as follows (unchanged from 2022):
The risk Our response
Our audit procedures included:
Internal Controls:
Documenting and assessing the design and
implementation of the processes and controls
regarding impairment of inventory;
Challenging managements' assumptions and
inputs:
We critically assessed the appropriateness
of key assumptions and the commercial
Estimation uncertainty: viability of sites as determined by
management through comparison against
historic data and consideration of current
market conditions;
The carrying value of inventory is determined by
reference to a number of assumptions such as sales
values, costs to complete that are inherent in site
forecasts and the level of provisioning, if any, Assessing impairment model:
required for impairment. These assumptions are
inherently subjective and therefore may be open to
management bias.
Impairment of For incomplete development sites we compared
inventory - The effect of these matters is that, as part of our the actual costs incurred to date to the
developments risk assessment, we determined that the assumptions budgeted costs to complete where relevant
used in the impairment assessment have a high degree and agreed the budgeted costs to
of estimation uncertainty, with a potential range of construction contracts where they had been
reasonable outcomes greater than our materiality for signed or completion of works statements
2023: GBP16,566,922 the financial statements as a whole, and possibly from developers;
(2022 GBP15,127,758) many times that amount.
Refer to the Audit
Committee Report on Forecast sales for each development site
page 29, note 5 Risk: were vouched to pre-sales and bookings where
accounting policy available and, where not available, to
and note 13 budgeted sales listings (and assessed for
disclosures. reasonableness based on market prices for
There is a risk that the carrying value of inventory similar developments);
is overstated. The carrying value of inventory is
assessed by management for impairment by reference to
current market information and assumptions. In
performing the assessment, management undertake For each incomplete development we
quarterly valuations to determine the expected recalculated the impairment charge by
outcome of each development and hence identify if any deducting the estimated costs to complete
impairment is required. from the estimated selling price and where
complete we compared actual costs incurred
to estimated selling prices;
Assessing disclosures:
Weconsidered the adequacy of the group's
disclosures about the economic and
operational circumstances impacting the
carrying value of inventory property.
Our results
We found the results of our testing and
related disclosures in respect of the
impairment to be satisfactory and the
carrying value of inventory recognised to be
acceptable.
The risk Our response
Our audit procedures included:
Consideration of whether these risks could
plausibly affect the liquidity of the Group and
Company in the going concern period by assessing
the directors' sensitivities over the level of
available financial resources indicated by the
Group's and Company's financial forecasts taking
account of severe, but plausible, adverse effects
that could arise from these risks individually and
collectively.
Our procedures also included:
Funding assessment:
. Agreeing the committed level of funding from the
Disclosure quality: Company's parent company (One Heritage Property
Development Limited, Hong Kong) to the facility
agreement and confirmed the balance drawn and
undrawn as at the year end;
The financial statements explain how the
Board has formed a judgement that it is
appropriate to adopt the going concern
basis of preparation for the Group and . Inspecting the financial support provided by the
parent Company. Company's parent company (confirming deferral of
repayment of the loan until the Group can afford to
repay them without impacting its going concern);
That judgement is based on an evaluation
of the inherent risks to the Group's and
Company's business model and how those . Assessing the ability of the Company's parent
risks might affect the Group's and company to meet the committed facility by examining
Company's financial resources or ability the latest unaudited management accounts of the
to continue operations over a period of at ultimate parent company and a letter of support
least a year from the date of approval of which had been provided by the ultimate parent
the financial statements. company to the Company's parent company;
Risk: . Assessing the appetite of the parent company to
meet any further funding requests by examining the
history of requests made and funding received in
the year and post year end;
The risks most likely to adversely affect
the Group's and Company's available . Agreeing post year-end receipts from sale of
financial resources over this period were: units in completed developments to bank statements
or repayment of the related construction finance
Going concern loans;
. Continued support from the parent . Assessing whether the forecast proceeds from the
company (in the nature of a confirmation sale of developments projected to complete in the
Refer to the Audit from the parent company that their loan, forecast period to 31 December 2024 (net of
Committee Report on page due to mature in December 2024, will not repayment of related construction finance loans),
29 and notes 3 and 1 be demanded for repayment until such a supplemented by continued financial support from
disclosures in the Group time that the Group can afford to repay the Company's parent company and related company
and Company financial them without impacting on its going (as detailed above) are sufficient to provide the
statements respectively. concern); Group and Company with sufficient liquidity to meet
committed expenditure in the forecast period up to
31 December 2024;
. The refinancing of a previous
construction loan on improved terms to
match forecast completion dates of the Sensitivity analysis:
related developments; and
. Considering sensitivities over the level of
. The timely completion and sale of available financial resources indicated by the
property developments. Group's and Company's financial forecasts taking
account of plausible (but not unrealistic) adverse
effects that could arise from these risks
individually and collectively. We did this by
There are also less predictable but stress testing the identified critical factors,
realistic second order impacts, such as namely delaying the timing of the planned sales of
the erosion of customer or supplier developments by 3 months;
confidence, which could result in a rapid
reduction of available financial
resources.
Evaluating directors' intent:
The risk for our audit was whether or not
those risks were such that they amounted . Evaluating the achievability of the actions the
to a material uncertainty that may have directors consider they would take to improve the
cast significant doubt about the ability position should the risks materialise, which
of the Group and the Company to continue included delaying the planned development of
as a going concern. Had they been such, properties, taking into account the extent to which
then that fact would have been required to the directors can control the timing and outcome of
have been disclosed. these;
Assessing transparency:
. Considering whether the going concern disclosure
in notes 3 and 1 to the group and company financial
statements respectively give a full and accurate
description of the Directors' assessment of going
concern, including the identified risks and
dependencies.
Our results
We found the going concern basis of preparation
without any material uncertainty to be appropriate
and the related disclosure in notes 3 and 1 of the
Group and Company financial statements respectively
adequately describe the judgements, assumptions and
dependencies..
The risk Our response
Our audit procedures included:
Test of details:
Comparing the carrying amount of 100% of the
parent Company's loans to and investments in
Recoverability of subsidiaries with the relevant subsidiaries'
parent Company's balance sheet and budgets for the underlying
loans to and development and trading properties to
investment in Low risk, high value: identify whether their financial position
subsidiaries supported the carrying amount of the parent
Company's loans to and investments in those
subsidiaries and evaluating budgeted
The carrying value of the parent Company's loans to forecasts in line with our knowledge of the
Loans to subsidiaries and investment in subsidiaries represents 99% of entity. This procedure was also relevant for
GBP3,033,711 (2022 the parent Company's total assets. The assessment our assessment of going concern.
GBP2,183,153) and of carrying value is not at a high risk of
investment in significant misstatement or subject to significant
subsidiaries judgement as the carrying value is supported by the
GBP1,007,732 (2022 net asset value of the subsidiaries and the profits Assessing disclosures
GBPGBP2,750,100) forecast to be made on sale of the development and
trading properties owned by the subsidiaries (which
Refer to the Audit are stated at cost in the financial statements).
Committee Report on However, due to its materiality in the context of We have also considered the adequacy of the
page 14, note 1 the parent Company financial statements, this is Company's disclosure of the circumstances
accounting policy and considered to be the area that had the greatest identified by management in respect of the
notes 2 and 3 effect on our overall parent Company audit. carrying value of the investments and
disclosures in the intercompany loan receivable from the
Company financial subsidiary.
statements.
Our results:
The results of our testing were satisfactory
and we found the carrying value and
associated disclosure of the investment in
subsidiary, following the provision
recognised by management, and recoverability
of parent Company's loans to be acceptable. Our application of materiality and an overview of the scope of our audit
Materiality for the consolidated financial statements as a whole
was set at GBP147,000 (2022: GBP163,000), determined with reference
to a benchmark of group total assets of GBP18,970,907 (2022:
GBP18,440,109), of which it represents approximately 0.76% (2022:
0.88%).
Materiality for the Company financial statements was set at
GBP40,000 (2022: GBP42,000), determined with reference to a
benchmark of Company total assets of GBP4,354,322 (2022:
GBP5,067,679), of which it represents approximately 0.92% (2022:
0.83%).
In line with our audit methodology, our procedures on individual
account balances and disclosures were performed to a lower
threshold, performance materiality, so as to reduce to an
acceptable level the risk that individually immaterial
misstatements in individual account balances add up to a material
amount across theconsolidated financial statements as a whole.
Performance materiality for Group was set at 65% (2022: 65%) of
materiality for the consolidated financial statements as a whole,
which equates to GBP95,500 (2022: GBP106,000), which is lower than
the maximum of 75% per our methodology. This was to take into
account the Group nature of the audit and resulting increased level
of aggregation risk from consolidation of the subsidiaries. For the
Company, performance materiality was set at 75% (2022: 75%), which
equates to GBP30,000 (2022: GBP32,000). We applied this percentage
in our determination of performance materiality because we did not
identify any factors indicating an elevated level of risk.
We reported to the Audit Committee any corrected or uncorrected
identified misstatements exceeding GBP7,350 (2022: GBP8,000), for
the consolidated financial statements and GBP2,000 (2022: GBP2,000)
for the Company financial statements, in addition to other
identified misstatements that warranted reporting on qualitative
grounds.
Our audit of the Group was undertaken to the materiality level
specified above, which has informed our identification of
significant risks of material misstatement and the associated audit
procedures performed in those areas as detailed above.
The group team performed the audit of the Group as if it was a
single aggregated set of financial information. The audit was
performed using the materiality level set out above and covered
100% of total group revenue, total group profit before tax, and
total group assets and liabilities. Going concern
The directors have prepared the consolidated financial
statements and company financial statements on the going concern
basis as they do not intend to liquidate the Group or the Company
or to cease their operations, and as they have concluded that the
Group and the Company's financial position means that this is
realistic. They have also concluded that there are no material
uncertainties that could have cast significant doubt over their
ability to continue as a going concern for at least a year from the
date of approval of the consolidated financial statements and the
company financial statements (the "going concern period").
An explanation of how we evaluated management's assessment of
going concern is set out in the related key audit matter in the key
audit matters section of this report.
Our conclusions based on this work: 2. we consider that the
directors' use of the going concern basis of accounting in the
preparation of theconsolidated financial statements and company
financial statements is appropriate;
-- we have not identified, and concur with the directors'
assessment that there is not, a materialuncertainty related to
events or conditions that, individually or collectively, may cast
significant doubt on thethe Group and the Company's ability to
continue as a going concern for the going concern period; and
-- we have nothing material to add or draw attention to in
relation to the directors' statement in the notesto the
consolidated financial statements and company financial statements
on the use of the going concern basis ofaccounting with no material
uncertainties that may cast significant doubt over the Group and
the Company's use ofthat basis for the going concern period, and
that statement is materially consistent with the
consolidatedfinancial statements and company financial statements
and our audit knowledge. See the Key Audit Matter withrespect to
going concern for additional detail.
However, as we cannot predict all future events or conditions
and as subsequent events may result in outcomes that are
inconsistent with judgements that were reasonable at the time they
were made, the above conclusions are not a guarantee that the Group
and the Company will continue in operation. Fraud and breaches of
laws and regulations - ability to detect Identifying and responding
to risks of material misstatement due to fraud
To identify risks of material misstatement due to fraud ("fraud
risks") we assessed events or conditions that could indicate an
incentive or pressure to commit fraud or provide an opportunity to
commit fraud. Our risk assessment procedures included: 3. enquiring
of management as to the Group's policies and procedures to prevent
and detect fraud as well asenquiring whether management have
knowledge of any actual, suspected or alleged fraud;
-- reading minutes of meetings of those charged with governance;
and
-- using analytical procedures to identify any unusual or
unexpected relationships.
As required by auditing standards, we perform procedures to
address the risk of management override of controls, in particular
the risk that management may be in a position to make inappropriate
accounting entries. On this audit we do not believe there is a
fraud risk related to revenue recognition because the Group's
revenue streams are simple in nature with respect to accounting
policy choice, and are easily verifiable to external data sources
or agreements with little or no requirement for estimation from
management. We did not identify any additional fraud risks.
We performed procedures including 4. Identifying journal entries
and other adjustments to test based on risk criteria and comparing
anyidentified entries to supporting documentation; and
-- incorporating an element of unpredictability in our audit
procedures. Identifying and responding to risks of material
misstatement due to non-compliance with laws and regulations
We identified areas of laws and regulations that could
reasonably be expected to have a material effect on the
consolidated financial statements from our sector experience and
through discussion with management (as required by auditing
standards), and from inspection of the Group's regulatory and legal
correspondence, if any, and discussed with management the policies
and procedures regarding compliance with laws and regulations. As
the Group is regulated, our assessment of risks involved gaining an
understanding of the control environment including the entity's
procedures for complying with regulatory requirements.
The Group is subject to laws and regulations that directly
affect the consolidated financial statements including financial
reporting legislation and taxation legislation and we assessed the
extent of compliance with these laws and regulations as part of our
procedures on the related financial statement items.
The Group is subject to other laws and regulations where the
consequences of non-compliance could have a material effect on
amounts or disclosures in the consolidated financial statements,
for instance through the imposition of fines or litigation or
impacts on the Group and the Company's ability to operate. We
identified financial services regulation as being the area most
likely to have such an effect, recognising the regulated nature of
the Group's activities and its legal form. Auditing standards limit
the required audit procedures to identify non-compliance with these
laws and regulations to enquiry of management and inspection of
regulatory and legal correspondence, if any. Therefore if a breach
of operational regulations is not disclosed to us or evident from
relevant correspondence, an audit will not detect that breach.
Context of the ability of the audit to detect fraud or breaches of
law or regulation
Owing to the inherent limitations of an audit, there is an
unavoidable risk that we may not have detected some material
misstatements in the consolidated financial statements, even though
we have properly planned and performed our audit in accordance with
auditing standards. For example, the further removed non-compliance
with laws and regulations is from the events and transactions
reflected in the consolidated financial statements, the less likely
the inherently limited procedures required by auditing standards
would identify it.
In addition, as with any audit, there remains a higher risk of
non-detection of fraud, as this may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of
internal controls. Our audit procedures are designed to detect
material misstatement. We are not responsible for preventing
non-compliance or fraud and cannot be expected to detect
non-compliance with all laws and regulations. The directors' report
and strategic report
The directors are responsible for the strategic report and the
directors' report. Our opinion on the consolidated financial
statements and company financial statements do not cover those
reports and we do not express an audit opinion thereon.
Our responsibility is to read the strategic report and the
directors' report and, in doing so, consider whether, based on our
consolidated financial statements and company financial statements
audit work, the information therein is materially misstated or
inconsistent with the consolidated financial statements and company
financial statements or our audit knowledge. Based solely on that
work: 5. we have not identified material misstatements in the
strategic report and the directors' report;
-- in our opinion the information given in those reports for the
financial year is consistent with theconsolidated financial
statements and company financial statements; and
-- in our opinion those reports have been prepared in accordance
with the Companies Act 2006. Matters on which we are required to
report by exception
Under the Companies Act 2006, we are required to report to you
if, in our opinion: 1. adequate accounting records have not been
kept, or returns adequate for our audit have not been receivedfrom
branches not visited by us; or
-- the parent Company financial statements are not in agreement
with the accounting records and returns; or
-- certain disclosures of directors' remuneration specified by
law are not made; or
-- we have not received all the information and explanations we
require for our audit.
We have nothing to report in these respects. Respective
responsibilities Directors' responsibilities
As explained more fully in their statement set out on page 36,
the directors are responsible for: the preparation of the
consolidated financial statements including being satisfied that
they give a true and fair view; such internal control as they
determine is necessary to enable the preparation of consolidated
financial statements that are free from material misstatement,
whether due to fraud or error; assessing the Group and Company's
ability to continue as a going concern, disclosing, as applicable,
matters related to going concern; and using the going concern basis
of accounting unless they either intend to liquidate the Group or
the Company or to cease operations, or have no realistic
alternative but to do so. Auditor's responsibilities
Our objectives are to obtain reasonable assurance about whether
the consolidated financial statements and company financial
statements as a whole are free from material misstatement, whether
due to fraud or error, and to issue our opinion in an auditor's
report. Reasonable assurance is a high level of assurance, but does
not guarantee that an audit conducted in accordance with ISAs (UK)
will always detect a material misstatement when it exists.
Misstatements can arise from fraud or error and are considered
material if, individually or in aggregate, they could reasonably be
expected to influence the economic decisions of users taken on the
basis of the consolidated financial statements and company
financial statements. A fuller description of our responsibilities
is provided on the FRC's website at www.frc.org.uk/
auditorsresponsibilities. The purpose of our audit work and to whom
we owe our responsibilities
This report is made solely to the Company's members, as a body,
in accordance with chapter 3 of part 16 of the Companies Act 2006.
Our audit work has been undertaken so that we might state to the
Company's members those matters we are required to state to them in
an auditor's report and for no other purpose. To the fullest extent
permitted by law, we do not accept or assume responsibility to
anyone other than the Company and its members, as a body, for our
audit work, for this report, or for the opinions we have
formed.
Edward Houghton (Senior Statutory Auditor)
For and on behalf of KPMG Audit LLC (Statutory Auditor)
Chartered Accountants
Isle of Man
31 October 2023
Consolidated statement of comprehensive income
For the year ended 30 June 2023
Year to Year to
GBP unless stated Notes
30 June 2023 30 June 2022
Revenue 7 15,591,928 1,747,221
Revenue - developments 15,591,928 1,097,221
Revenue - trading property - 650,000
Cost of sales (15,000,835) (2,452,644)
Cost of sales - developments (13,906,259) (694,531)
Cost of sales - trading property - (460,553)
Cost of sales - write down of inventory 13 (1,094,576) (1,297,560)
Gross profit/(loss) 591,093 (705,423)
Reversal in investment in associate 15 - 74,368
Other income - 2,386
Administration expenses 8 (2,210,021) (1,481,896)
Operating (loss) for the year (1,618,928) (2,110,565)
Gain on disposal of fixed asset - 5,096
Finance expense 10 (520,851) (29,466)
(Loss) before taxation for the year (2,139,779) (2,134,935)
Taxation 11 (250,473) -
(Loss) after tax and comprehensive income for the year (2,390,252) (2,134,935)
Weighted average shares in issue over the period 38,657,785 32,428,333
(Loss) per share (GBp) (6.2) (6.6)
Diluted (loss) per share (GBp) (6.2) (6.6)
The accompanying notes form an integral part of the financial
statements.
Consolidated statement of financial position
As at 30 June 2023
30 June 2023
GBP unless stated Notes 30 June 2022
ASSETS
Non-current assets
Property, plant and equipment 12 278,628 374,475
Intangible assets 1,913 2,324
280,541 376,799
Current assets
Cash and cash equivalents 303,816 974,201
Inventory - developments 13 16,566,922 15,127,758
Investment in associate 15 - 50,000
Trade and other receivables 17 2,100,169 1,911,351
18,970,907 18,063,310
TOTAL ASSETS 19,251,448 18,440,109
LIABILITIES
Non-current liabilities
Borrowings 19 11,572,047 6,679,902
11,572,047 6,679,902
Current liabilities
Trade and other payables 20 2,579,644 1,944,632
Borrowings 19 5,668,473 9,241,139
8,248,117 11,185,771
TOTAL LIABILITIES 19,820,164 17,865,673
EQUITY
Share capital 23 386,783 324,283
Share premium 23 4,753,325 3,568,725
Retained earnings (5,708,824) (3,318,572)
TOTAL EQUITY (568,716) 574,436
TOTAL LIABILITIES AND EQUITY 19,251,448 18,440,109
Shares in issue 38,678,333 32,428,333
Net asset value per share (GBp) (1.5) 1.8 These financial statements were approved by the board of directors on 31 October 2023 and were signed on its behalf by:
Jason David Upton
Company registration number: 12757649 The accompanying notes
form an integral part of the financial statements.
Consolidated statement of cash flows
For the year ended 30 June 2023
Year to
Year to
GBP unless stated Notes 30 June 2023
30 June 2022
Cash flows from operating activities
Loss for the year before tax (2,139,779) (2,134,935)
Adjustments for:
Reversal in equity accounted investee 15 - (74,368)
Finance expense 10 520,851 29,466
Profit on disposal of associate 15 50,000 -
Profit on disposal of fixed assets - (5,096)
Depreciation of property, plant and equipment 8, 12 103,984 108,983
Amortisation of intangible asset 8 411 -
Movement in working capital:
Increase in trade and other receivables* (188,818) (845,796
Decrease/(increase) in inventories* 700,068 (6,879,205)
Increase in trade and other payables* 384,539 (1,319,649)
Net cash used in operating activities (568,744) (8,481,302)
Cash flows from investing activities
Purchases of property, plant and equipment 12 (8,137) (56,313)
Disposal of property, plant and equipment 12 - 18,333
Net cash used in investing activities (8,137) (37,980)
Financing cash flows
Issue of share capital 19 1,247,100 -
Interest paid 19 (2,647,476) (1,044,771)
Proceeds from borrowings* 4,169,072 7,131,436
Proceeds of related party borrowing* 2,953,748 4,215,638
Borrowings repaid* (5,729,326) (948,743)
Payments made in relation to lease liabilities 11 (86,623) (64,224)
Net cash (used in)/generated from financing activities (93,504) 9,289,336
Net change in cash and cash equivalents (670,385) 770,054
Opening cash and cash equivalents 974,201 204,147
Closing cash and cash equivalents 303,816 974,201
*restated (note 1)
The accompanying notes form an integral part of the financial
statements
Consolidated statement of changes in equity
For the year ended 30 June 2023
Share Share Retained Total
GBP unless stated
capital premium earnings Equity
Balance at 01 July 2022 324,283 3,568,725 (3,318,572) 574,436
Loss for the period - - (2,390,252) (2,390,252)
Total comprehensive income for the year 324,283 3,568,725 (5,708,824) (1,815,816)
Issue of share capital 62,500 1,187,500 - 1,250,000
Cost of share issue - (2,900) - (2,900)
Balance at 30 June 2023 386,783 4,753,325 (5,708,824) (568,716)
For the year ended 30 June 2022
Share Share Retained Total
GBP unless stated
capital premium earnings 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)
Total comprehensive income for the year 324,283 3,568,725 (3,318,572) 574,436
Balance at 30 June 2022 324,283 3,568,725 (3,318,572) 574,436
The accompanying notes form an integral part of the financial
statements.
Notes to the consolidated financial statements
For the year ended 30 June 2023 1. Reporting entity
One Heritage Group PLC (the "Company")(Company number: 12757649)
is a public limited company, limited by shares, incorporated in
England and Wales under the Companies Act 2006. The address of its
registered office and its principal place of trading is 80 Mosley
Street, Manchester, M2 3FX. The principal activity of the company
and subsidiaries is that of property development.
These consolidated financial statements ("Financial Statements")
as at the end of the financial year to 30 June 2023 comprise of the
Company and its subsidiaries. A full list of companies consolidated
in these Financial Statements can be found in Note 27. 2. Measuring
convention
The financial statements are prepared on the historical cost
basis except for financial assets at fair value through profit or
loss. 3. Basis of preparation
The Group's financial statements have been prepared and approved
by the Directors in accordance with international accounting
standards in accordance with UK-adopted international accounting
standards ("UK-adopted IFRS"). The Company has elected to prepare
its parent company financial statements in accordance with FRS 101.
These are presented on pages 76 to 83. The significant accounting
policies are set out in note 5. The accounting policies have been
applied consistently to all periods presented in these group
Financial Statements.
They were authorised for issue by the Company's Board of
Director on 31 October 2023.
Restatement
The prior year presentation of operating cashflows and financing
cashflows have been reclassified in order to reflect financing and
operating cashflows appropriately. The impact of this restatement
reduced financing cash inflows by GBP546,772 from GBP9,836,108 to
GBP9,289,336 (comprising an increase of GBP178,743 in third party
loans repaid and reduction of GBP368,029 in related party
borrowing) and increased operating cash flows by the same amount
from GBP(9,028,074) to GBP (8,481,302) (comprising a reduced
movement in receivables and prepayments of GBP737,676, an increased
movement in inventory of GBP435,768 and an increased movement in
payables of GBP244,864).
Segment reporting
During the previous financial year the Group has begun operating
with distinct Segments, having previously managed the Group as one
distinct entity. This has been driven by the Group incorporating
entities to manage construction and property services, which were
previously outsourced.
The Group operates in three operating segments, each managed by
a senior manager who sits on the Group's management team. In
addition to these, there is a corporate segment which covers
central operations. The following is a summary of the operations
for each reportable segment.
Reportable Operations
segments
Developments Internally managed development activities including the sales of completed developments and Co-living
property management fee
Construction Construction services provided to an internally owned and managed development
Property Property letting and management services
Services
Corporate Head office, fees to related parties and other costs
Management has determined the Group's operating segments based
on the information reviewed by Senior Management to make strategic
decisions. The chief operating decision maker is the Senior
Management Team, comprising the Executive Directors and the
Department Directors. The information presented to Senior
Management Team includes reports from all functions of the business
as well as strategy, financial planning, succession planning,
organisational development and Group-wide policies.
There are various levels of integration between Development and
Construction. This integration involves the services that
Construction undertakes on the developments on behalf of the
Development segment.
The Group's primary measure of financial performance for
segments is the operating profit or loss in the period.
Going concern
Notwithstanding net current liabilities of GBP5.8 million
(excluding inventory balances totalling GBP16.6 million) as at 30
June 2023 (2022: GBP8.3 million (excluding inventory balances
totalling GBP15.1 million), a loss for the year then ended of
GBP2.4 million (2022: GBP2.1 million) and operating cash outflows
for the year of GBP0.6 million (2022: GBP9 million), the financial
statements have been prepared on a going concern basis which the
directors consider to be appropriate for the following reasons.
The directors have prepared a cash flow forecast on a
consolidated basis for the period to 31 December 2024 which
indicates that, taking account of reasonably possible downsides,
the Group will have sufficient funds to meet its liabilities
including the Hampshire Trust Bank loan and Corporate Bond, as they
fall due for that period using the proceeds from:
-- existing resources held by the Group (including funds drawn
down on the parent company loan facility postyear-end)
-- the forecast continued sale of development property inventory
(net of repayment of related constructionfinance loans (note 19));
and
-- in the event of need, the continued financial support from
its parent company One Heritage PropertyDevelopment Limited
("OHPD") which includes the remaining facility of GBP5 million
which can be drawn down asrequired combined with the confirmation
from OHPD that the loans due to mature in December 2024 will not
bedemanded for repayment until such a time that the Group can
afford to repay them without impacting on its goingconcern.
As with any company placing reliance on other group/related
entities for financial support, the directors acknowledge that
there can be no certainty that this support will continue although,
at the date of approval of these financial statements, they have no
reason to believe that it will not do so.
Consequently, the directors are confident that the Company and
its subsidiaries will have sufficient funds to continue to meet
their liabilities as they fall due for at least 12 months from the
date of approval of the financial statements and therefore have
prepared the financial statements on a going concern basis. 4. Use
of judgements and estimation uncertainty
The board has made judgements, estimates and assumptions that
affect the application of the Group's accounting policies and the
reported amounts in the financial statements. The directors
continually evaluate these judgements and estimates in relation to
assets, liabilities, contingent liabilities, revenue and expenses
based upon historical experience and on other factors that they
believe to be reasonable under the circumstances. Actual results
may differ from the judgements, estimates and assumptions.
The key areas of judgement and estimation are: ? 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.
Measurement of fair values
A number of the Group's accounting policies and disclosures
require the measurement of fair values, for both financial and
non-financial assets and liabilities.
The Group has an established control framework with respect to
the measurement of fair values. The Chief Financial Officer has
overall responsibilities for overseeing all significant fair value
measurements.
The Chief Financial Officer regularly reviews significant
unobservable inputs and valuation adjustments. If third party
information, such as broker prices or pricing services, is used to
measure fair values, then the Chief Financial Officer assesses the
evidence obtained from the third parties to support the conclusion
that these valuations meet the requirements of the Standards,
including the level in the fair value hierarchy in which the
valuations should be classified.
Significant valuation issues are reported to the Group's audit
committee.
When measuring the fair value of an asset or a liability, the
Group uses observable market data as far as possible. Fair values
are categorised into different levels in fair value hierarchy based
on the inputs used in the valuation techniques as follows:
-- Level 1: quotes prices (unadjusted) in active markets for
identical assets and liabilities.
-- Level 2: inputs other than quoted prices included in Level 1
that are observable for the asset orliability, 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 (unobservableinputs)
--
If the inputs used to measure the fair value of an asset or
liability fall into different levels of the fair value hierarchy,
then the fair value measurement is categorised in its entirely in
the same level of the fair value hierarchy as the lowest level
input that is significant to the entire measurement.
The Group recognises transfer between levels of the fair value
hierarchy at the end of the reporting period during which the
change has occurred.
The significant judgements with regard to going concern are the
forecast timing of development property inventory realisations and
in the event it is needed the ability of the Group to be able to
drawdown on the facility by its parent company, One Heritage
Property Development Limited ("OHPD"). Management of the Company
and its subsidiaries are not aware of any material uncertainties
that may cast significant doubt on the Company and its subsidiaries
ability to continue as going concerns. Therefore, the Group
financial statements continue to be prepared on the going concern
basis. For detail refer note 3 going concern. 5. Significant
accounting policies
Basis of consolidation
Subsidiaries
Subsidiaries are entities controlled by the Group. The Group
'controls' any entity when it is exposed to, or has rights to,
variable returns from its involvement with the entity and has the
ability to affect those returns through its power over the entity.
The financial statements of subsidiaries are included in the
consolidated financial statements from the date on which control
commences until the date on which control ceases.
Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income
and expenses (except for foreign currency transaction gains or
losses) arising from intra-group transactions, are eliminated.
Unrealised gains arising from transactions with equity-accounted
investees are eliminated against the investment to the extent of
the Group's interest in the investee. Unrealised losses are
eliminated in the same way as unrealised gains, but only to the
extent that there is no evidence of impairment.
Interests in equity-accounts investees
The Group's interests in equity-accounted investees comprise
interests in associates.
Associates are those entities in which the Group has significant
influence, but not control or joint control, over the financial and
operating policies.
Interests in associates are accounted for using the equity
method. They are initially recognised at cost, which includes
transaction costs. Subsequent to initial recognition, the
consolidated financial statements include the Group's share of the
profit or loss and OCI of equity-accounted investees, until the
date on which significant influence or joint control ceases.
Earnings per share and net asset value per share
Basic earnings per share amounts are calculated by dividing net
profit or loss for the year attributable to the owners of the Group
by the weighted average number of ordinary shares outstanding
during the year.
Diluted earnings per share amounts are calculated by dividing
the net profit or loss attributable to the owners of the Group
(after adjusting for interest on the convertible notes) by the
weighted average number of ordinary shares outstanding during the
year plus the weighted average number of ordinary shares that would
be issued on conversion of all the dilutive potential ordinary
shares into ordinary shares.
Net asset value per share amounts is calculated by dividing net
assets of the Group at the reporting date by the weighted average
number of ordinary shares outstanding during the year. Revenue
Revenue is recognised when the performance obligation associated
with the sale is completed or as the performance obligation is
completed over time where appropriate. The transaction price
comprises the fair value of the consideration received or
receivable, net of value added tax, rebates and discounts and after
eliminating sales within the Group. Revenue and gross profit are
recognised as follows (note 7): a. Developments
Revenue from housing sales is recognised in profit or loss when
control is transferred to the customer. This is deemed to be when
title of the property passes to the customer on legal completion
and the performance obligation associated with the sale is
completed. b. Property services and developments
Management fees are recognised as revenue in the period to which
they relate when performance obligations are fulfilled based on
agreed transaction prices. Variable performance fees are estimated
based on the expected value and are only recognised over time as
performance obligations are fulfilled when progress can be measured
reliably and to the extent that a significant reversal of revenue
in a subsequent period is unlikely. c. Construction services
The Group primarily operates under cost plus margin agreements
and therefore revenue is recognised when the relevant cost has been
incurred. d. Corporate income
The Group generates a monthly co-living management fee for
services provided relating to day-to-day administration and office
space. These fees are recognised as revenue in the period to which
they relate when performance obligations are fulfilled based on
agreed transaction prices. e. Other income
The Group generates rental income from Trading Properties. This
has been recognised as other income rather than revenue as it is
not expected to be a recurring source of income and is not a main
trading activity of the Group.
Cost of sales
The Group determines the value of inventory charged to cost of
sales based on the total budgeted cost of developing a site. Once
the total expected costs of development are established, they are
allocated to individual plots to achieve a standard build cost per
plot. Cost of sales represent cost for purchase of land,
construction costs, consultant costs, utilities cost and other
related direct costs.
To the extent that additional costs or savings are identified as
the site progresses, these are recognised over the remaining plots
unless they are specific to a particular plot, in which case they
are recognised in profit or loss at the point of sale.
Operating profit/(loss)
Operating profit/(loss) is the Group's total earnings from its
core business functions for a given period, excluding the deduction
of interest and taxes, the gain/(loss) on sale of subsidiaries and
gain/(loss) on sale of fixed assets.
Financial guarantees
A financial guarantee contract is initially recognised at fair
value. At the end of each subsequent reporting period, financial
guarantees are measured at the higher of: ? The amount of the loss
allowance, and ? The amount initially recognised less cumulative
amortisation, where appropriate.
The amount of the loss allowance at each subsequent reporting
period equals the 12-month expected credit losses. However, where
there has been a significant increase in the risk that the
specified debtor will default on the contract, the calculation is
for lifetime expected credit losses.
Finance income
Interest income on bank deposits is recognised on an accruals
basis. Also included in interest receivable are interest and
interest-related payments the Group receives on other receivables
and external loans.
Finance costs
Borrowing costs are recognised on an accruals basis and are
payable on the Group's borrowings and lease liabilities. Also
included are the amortisation of fees associated with the
arrangement of the financing.
Specific or general borrowing costs are capitalised if they are
directly attributable to the acquisition, construction or
production of qualifying assets which are assets that necessarily
take a substantial period to get ready for sale. The group
considers that its inventories are qualifying assets.
Foreign currencies
These consolidated financial statements are presented in Pound
sterling, which is the Company's functional currency.
The individual financial statements of each Group company are
presented in Pound Sterling, the currency of the primary economic
environment in which it operates (its functional currency).
Transactions in currencies other than the functional currency are
recorded at the rates of exchange prevailing on the dates of the
transactions. At each reporting date, monetary assets and
liabilities that are denominated in foreign currencies other than
the functional currency are retranslated at the rates prevailing at
the reporting date.
Leases
The Group as a lessee
The Group assesses at inception whether a contract is, or
contains, a lease. A lease exists if the contract conveys the right
to control the use of an identified asset for a period of time in
exchange for consideration.
The Group assessment includes whether: ? the contract involves
the use of an identified asset; ? the Group has the right to obtain
substantially all of the economic benefits from the use of the
assetthroughout the contract period; and ? the Group has the right
to direct the use of the asset.
At the commencement of a lease, the Group recognises a
right-of-use asset along with a corresponding lease liability.
The lease liability is initially measured at the present value
of the remaining lease payments, discounted using the Group's
incremental borrowing rate. The lease term comprises the
non-cancellable period of the contract, together with periods
covered by an option to extend the lease where the Group is
reasonably certain to exercise that option based on operational
needs and contractual terms. Subsequently, the lease liability is
measured at amortised cost by increasing the carrying amount to
reflect interest on the lease liability and reducing it by the
lease payments made. The lease liability is remeasured when the
Group changes its assessment of whether it will exercise an
extension or termination option.
Right-of-use assets are initially measured at cost, comprising
the initial measurement of the lease liability adjusted for any
lease payments made at or before the commencement date, estimated
asset retirement obligations, lease incentives received and initial
direct costs. Subsequently, right-of-use assets are measured at
cost, less any accumulated depreciation and any accumulated
impairment losses, and are adjusted for certain remeasurements of
the lease liability. Depreciation is calculated on a straight-line
basis over the length of the lease.
Right-of-use assets are presented within non-current assets in
property, plant and equipment, and lease liabilities are included
in current liabilities (borrowings) and non-current liabilities
(borrowings) depending on the length of the lease term.
Property, plant and equipment
Property, plant and equipment are stated at cost less
accumulated depreciation, and accumulated impairment losses.
Depreciation is recognised to write off the cost or valuation of
assets less their residual values over their useful lives, using
the straight-line method. The estimated useful lives, residual
values and depreciation method are reviewed at each year end, with
the effect of any changes in estimate accounted for on a
prospective basis.
The gain or loss on the disposal or retirement of an item of
property, plant and equipment is determined as the difference
between the sales proceeds and the carrying amount of the asset as
is recognised in the profit or loss.
Depreciation is provided at the following annual rates to write
off each asset over its estimated useful life:
Fixtures and fittings 15% on cost
Office equipment 15% on cost
Motor vehicles 25% on cost
Impairment of tangible and intangible assets
At each reporting date, the Group reviews the carrying amounts
of its tangible and intangible assets to determine whether there is
any indication that those assets have suffered an impairment loss.
If any such indication exists, the recoverable amount of the asset
is estimated to determine the extent of the impairment loss (if
any). Where the asset does not generate cash flows that are
independent from other assets, the Group estimates the recoverable
amount of the cash-generating unit to which the asset belongs.
The recoverable amount is the higher of fair value less costs to
sell and value in use. In assessing value in use, the estimated
future cash flows are discounted to their present value, using a
pre-tax discount rate that reflects current market assessments and
the risks specific to the asset.
If the recoverable amount of an asset or cash-generating unit is
estimated to be less than its carrying amount, the carrying amount
of the asset or cash-generating unit is reduced to its recoverable
amount. An impairment loss is recognised as an expense immediately
in the profit or loss.
Where an impairment loss subsequently reverses, due to a change
in circumstances or in the estimates used to determine the asset's
recoverable amount, the carrying amount of the asset or
cash-generating unit is increased to the revised estimate of its
recoverable amount, so long as it does not exceed the original
carrying value prior to the impairment being recognised. A reversal
of an impairment loss is recognised as income immediately in the
statement of comprehensive income.
Financial instruments
Financial assets
Financial assets are initially recognised at fair value and
subsequently classified into one of the following measurement
categories:
-- Measured at amortised cost
-- Measured subsequently at fair value through profit or loss
("FVTPL")
-- Measured subsequently at fair value through other
comprehensive income ("FVOCI")
The classification of financial assets depends on the Group's
business model for managing the asset and the contractual terms of
the cash flows. Assets that are held for the collection of
contractual cash flows that represent solely payments of principal
and interest are measured at amortised cost, with any interest
income recognised in profit or loss using the effective interest
method.
Financial assets that do not meet the criteria to be measured at
amortised cost are classified by the Group as measured at FVTPL.
Fair value gains and losses on financial assets measured at FVTPL
are recognised in profit or loss and presented within net operating
expenses.
The Group currently has no financial assets measured at
FVOCI.
Impairment of financial assets
The Group assesses on a forward-looking basis the expected
credit loss associated with its financial assets carried at
amortised cost. The impairment methodology applied depends on
whether there has been a significant increase in credit risk. For
trade receivables, the Group applies the simplified approach
permitted by IFRS 9, which requires expected lifetime losses to be
recognised from initial recognition of the receivables.
Trade and other receivables
Trade and other receivables are measured at amortised cost, less
any loss allowance.
Cash and cash equivalents
Cash and cash equivalents comprise cash held by the Group and
short-term bank deposits with an original maturity of three months
or less from inception and are subject to insignificant risk of
changes in value.
Financial liabilities
Financial liabilities are initially recognised at fair value and
subsequently classified into one of the following measurement
categories:
-- Measured at amortised cost
-- Measured subsequently at fair value through profit or
loss
Non-derivative financial liabilities are measured at FVTPL when
they are considered held for trading or designated as such on
initial recognition.
The Group has no non-derivative financial liabilities measured
at FVTPL.
Derecognition
Financial assets
The Group derecognises a financial asset when: ? the contractual
rights to the cash flows from the financial asset expire; or ? it
transfers the rights to receive the contractual cash flows in a
transaction in which either: ? substantially all of the risks and
rewards of ownership of the financial asset are transferred; or ?
the Group neither transfers nor retains substantially all of the
risks and rewards of ownership and itdoes not retain control of the
financial asset.
Financial liabilities
The Group derecognises a financial liability when its
contractual obligations are discharged or cancelled, or expire. The
Group also derecognises a financial liability when its terms are
modified and the cash flows of the modified liability are
substantially different, in which case a new financial liability
based on the modified terms is recognised at fair value.
On derecognition of a financial liability, the difference
between the carrying amount extinguished and the consideration paid
(including any non-cash assets transferred or liabilities assumed)
is recognised in profit or loss.
Borrowings
Borrowings are allocated to either specific or general
borrowings and initially recognised at fair value, net of
transaction costs incurred and subsequently measured at amortised
cost. Specific or general borrowing costs are capitalised if they
are directly attributable to the acquisition, construction or
production of qualifying assets which are assets that necessarily
take a substantial period of time to get ready for sale. These are
added to the cost of those assets, until such time as the assets
are substantially ready for their intended use or sale.
All other borrowing costs are recognised in profit or loss in
the period in which they are incurred.
Trade and other payables
Trade and other payables are measured at amortised cost. When
the acquisition of land has deferred payment terms a land creditor
is recognised. Payables are discounted to present value when
repayment is due more than one year after initial recognition or
the impact is material.
Customer deposits
Customer deposits are recorded as deferred income on receipt and
released to profit or loss when the related revenue is
recognised.
Equity instruments
An equity instrument is any contract that evidences a residual
interest in the assets of the Group after deducting all of its
liabilities. Equity instruments issued by the Company are recorded
as the proceeds are received, net of direct issue costs.
Amortisation
Amortisation is charged to the income statement on a
straight-line basis over the estimated useful lives of intangible
assets unless such lives are indefinite. Intangible assets with an
indefinite useful life and goodwill are systematically tested for
impairment at each balance sheet date.
Inventory - developments
Inventories are initially stated at cost and held at the lower
of this initial amount and net realisable value. Costs comprise
direct materials and, where applicable, direct labour and those
overheads that have been incurred in bringing the inventories to
their present location and condition.
Net realisable value represents the estimated selling price
based on intended use less all estimated costs of completion and
costs to be incurred in marketing, selling and distribution. Land
is recognised in inventory when the significant risks and rewards
of ownership have been transferred to the Group.
Non-refundable land option payments are initially recognised in
inventory. They are reviewed regularly and written off to profit or
loss when it is probable that the option will not be exercised.
Taxation
The tax charge represents the sum of the tax currently payable
and deferred tax.
Current tax
The tax currently payable is based on taxable profit for the
period. Taxable profit differs from profit before tax as reported
in the profit or loss because it excludes items of income or
expense that are taxable or deductible in other years, and it
further excludes items that are never taxable or deductible. The
Group's liability for current tax is calculated using tax rates
that have been enacted or substantively enacted at the reporting
date.
Deferred tax
Deferred tax is the tax expected to be payable or recoverable on
differences between the carrying amounts of assets and liabilities
in the financial statements and the corresponding tax bases used in
the computation of taxable profit. Deferred tax liabilities are
generally recognised for all taxable temporary differences and
deferred tax assets are recognised to the extent that it is
probable that taxable profits will be available against which
deductible temporary differences can be utilised.
Such assets and liabilities are not recognised if the temporary
difference arises from goodwill or from the initial recognition
(other than in a business combination) of other assets and
liabilities in a transaction that affects neither the taxable
profit nor the accounting profit.
Deferred tax liabilities are also recognised for taxable
temporary differences arising on investments in subsidiaries and
interests in joint ventures, except where the Group is able to
control the reversal of the temporary difference and it is probable
that the temporary difference will not reverse in the foreseeable
future.
Deferred tax is measured on a non-discounted basis using the tax
rates and laws that have been enacted or substantively enacted by
the reporting date.
The carrying amount of deferred tax assets is reviewed at each
reporting date and reduced to the extent that it is no longer
probable that sufficient taxable profits will be available to allow
all or part of the asset to be recovered. Deferred tax is charged
or credited to the profit or loss, except when it relates to items
charged or credited directly to other comprehensive income or
equity, in which case the deferred tax is also dealt with in other
comprehensive income or equity.
Share capital
Ordinary shares are classified as equity. Any incremental costs
directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds. 6. Operating
segments
The Group operates four segments: Developments, Construction,
Property Services and Corporate.
The accounting policies of the reportable segments are the same
as the Group's accounting policies described in Note 5.
All the revenues generated by the group were generated within
the United Kingdom.
In the developments segment, GBP9,766,522 revenue was generated
from external parties through the sale of 71 units in completed
developments (2022: GBPnil). In the Lincoln House development, 52
units were sold during the year generating revenue of GBP6,496,522.
The Bank Street development sold 19 units generating GBP3,270,000
in revenue. The remainder of the revenue was earned from related
parties in the form of rental income and development management
fees.
The revenue generated from Robin Hood Property Development
Limited, a related party, amounted to GBP1,280,006 (30 June 2022:
GBP590,952) for the year. This amounted to 8% (30 June 2022: 34%)
of the total revenue of the Group. This was derived from three
segments of the Group, see note 7.
Segment information for these businesses is presented below.
Segment operating profit or loss is used as a measure of
performance as management believe this is the most relevant
information when evaluating the performance of a segment.
For the financial year to 30 June 2023
GBP unless stated Developments Construction Property services and Lettings Corporate Total
Revenue - developments 10,689,920 4,448,376 333,299 120,333 15,591,928
Cost of sales - developments (9,580,942) (4,235,479) (89,839) - (13,906,259)
Impairment of inventory (1,094,576) - - - (1,094,576)
Gross profit/(loss) 14,402 212,897 243,460 120,333 591,093
Depreciation - - - (103,984) (103,984)
Administration expenses (532,900) - (411,682) (1,161,455) (2,106,037)
Other expenses - - -
Operating (loss)/profit (518,498) 212,897 (168,222) (1,145,105) (1,618,928)
Finance expense (455,331) - - (65,520) (520,851)
Taxation (250,473) (250,473)
(Loss)/Profit for the year (973,829) 212,897 (168,222) (1,461,098) (2,390,252)
For the financial year to 30 June 2022
GBP unless stated Developments Construction Property services and Lettings Corporate Total
Revenue - developments 227,334 665,224 158,449 46,214 1,097,221
Revenue - trading property 650,000 - - - 650,000
Cost of sales - developments - (618,496) (76,035) - (694,531)
Cost of sales - trading property (460,553) - - - (460,553)
Impairment of inventory (1,297,560) - - - (1,297,560)
Gross profit/(loss) (880,779) 46,728 82,414 46,214 (705,423)
Reversal in investment in associate - - - 74,368 74,368
Other income - - - 2,386 2,386
Administration expenses (320,868) (64,000) (210,250) (773,232) (1,368,350)
Other expenses - - - (113,546) (113,546)
Operating loss (1,201,647) (17,272) (127,836) (763,810) (2,110,565)
Gain on disposal of fixed asset - - - 5,096 5,096
Finance expense - - - (29,466) (29,466)
(Loss) for the year (1,201,647) (17,272) (127,836) (788,180) (2,134,935) 7. Revenue
GBP unless stated 30 June 2023 30 June 2022
Revenue
Trading property - 650,000
10,689,920 227,334
Developments
Development sales 9,991,574 -
Development management 698,346 227,334
Construction 4,448,376 665,224
Property Services and Lettings 333,299 158,449
Transaction services 81,500 50,163
Lettings services 251,799 108,286
Corporate 120,333 46,214
15,591,928 1,747,221
Cost of sales
Trading property - (460,553)
(10,675,518) (1,297,560)
Developments
Development sales (9,580,942) -
Impairment (note 13) (1,094,576) (1,297,560)
Construction (4,235,478) (618,496)
Lettings services (89,839) (76,035)
(15,000,835) (2,452,644)
Gross loss 591,093 (705,423)
Developments consist of sales of properties owned and developed
by the Group and four development management agreements with One
Heritage Tower Limited, ACT Property Holding Limited, One Heritage
Great Ducie Street Limited and One Heritage North Church
Limited:
-- One Heritage Tower Limited: The Group earns a management fee
of 0.75% GBP134,599 (30 June 2022: GBP123,150)of costs incurred to
date per month and a 10% share of net profit generated by the
development through theagreement with One Heritage Tower Limited.
The Group is also entitled to 1% of any external debt or equity
fundingraised on behalf of the development.
-- ACT Property Holding Limited: The agreement has a 20% profit
share of the net profit generated by thedevelopment. The
development generated GBP58,783 of profit share for the Group.
-- One Heritage Great Ducie Street Limited: The Group earned a
management fee of GBP206,160 (30 June 2022:GBPnil) through the
agreement with One Heritage Great Ducie Street and GBP225,500 for
external debt raised.
-- The One Heritage North Church Limited agreement splits the
fees into three: 1. 2% of total developmentcost (GBP41,654 30 June
2022: GBP104,184), paid monthly over the period of the development;
15% of net profit, paid oncompletion; 1% on any debt finance raised
(GBP31,650).
With the exception of ACT Property Holding Limited which
completed in the year, the Group has not recognised any further
revenue linked to the profit share element of these agreement as
the transaction price is variable and the amount cannot be reliably
determined at this time. This is because the developments are in
the early stages of construction and there is too much uncertainty
to reliably estimate expected revenue.
During the year GBP9,766,522 revenue was generated from external
parties through the sale of 71 units in completed developments
(2022: GBPnil). In the Lincoln House development, 52 units were
sold during the year generating revenue of GBP6,496,522. The Bank
Street development sold 19 units generating GBP3,270,000 in
revenue.
Construction generates revenue from two entities: Robin Hood
Property Development Limited and One Heritage North Church Limited.
During the previous financial year, it signed an agreement with
Robin Hood Property Development Limited to undertake works on
Co-living properties. The Group receives a cost plus 5.0% margin on
all works undertaken, recognising GBP1,280,006 (30 June 2022:
GBP534,619) of revenue in the year. The Group has undertaken work
for One Heritage North Church Limited on a cost plus 5.0% margin
basis, this generated revenue of GBP3,168,370 (30 June 2022:
GBP130,605) in the year.
The development 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 for Robin Hood Property Development Limited, a related party
GBP115,818 (30 June 2022: GBP55,057).
It also includes any rental income collected for properties
owned by the Group.
The Corporate revenue is from contracts signed with Robin Hood
Property Development Limited, generating revenue of GBP108,333 and
One Heritage Portfolio Rental Limited, recognising revenue of
GBP12,000 and is in consideration for a range of administration
services and use of the Group's office.
Revenue is measured based on the consideration specified in a
contract with a customer. The Group recognises revenue when it
transfers control over a good or service to a customer.
The following table provides information about the nature and
timing of the satisfaction of performance obligations in contracts
with customers, including significant payment terms, and related
revenue recognition policies.
Type of Nature and timing of satisfaction of performance
product/ obligations, including significant payment terms Revenue recognition policies
service
Housing sales
Revenue from housing sales is recognised in profit
or loss when control is transferred to the customer.
Development management recognition is split into
three elements; management fee, arrangement fees and
a profit share on a final transaction.
Revenue from housing sales is recognised when title
of the property passes to the customer on legal
Management fee completion and the performance obligation associated
with the sale is completed.
The performance obligation is that the Group remains
the development manager on the site and undertakes
the scope of works in the agreement. Payment is due
on a monthly basis after the service has been Revenue for the management fee is recognised monthly
Development undertaken. as long as the group continues to be the development
management manager during the relevant calculation period.
Arrangement fee
Assuming that the Group continues to be the
The performance obligation is at the point that the development manager the group will look to recognise
service is completed. Payment is due after income from a profit share once the costs and
completion. proceeds of a particular site can be reliably
estimated and unlikely to be reversed.
Profit share
Assuming that the Group has performed the scope of
works effectively (its performance obligation), it
is entitled to a share of the profits at the end of
the project. The payment for this is made at the end
of the project.
No warranties are provided.
The Group operates contracts where it charges based
on a cost incurred plus margin basis. Revenue is
recognised at the point that the cost is incurred.
Construction Revenue is recognised when the associated cost is
revenue incurred.
Payment is generally made within 30 days of the
invoice being raised.
The Group offers property management services to
external landlords. These services are linked to a
percentage of the gross rental collected and any
additional services undertaken.
Property Management fee income is recognised at the point
Services - that the service is provided.
Revenue is recognised when service is provided for
Management management fees and at the point the service is
fees and completed for other services.
other Other income is recognised at the point that the
services service is completed.
Payments for these services are made within 90 days
of the service being undertaken.
The Group provides services, which include
Corporate administration, reporting, risk management, shared Revenue is recognised monthly as long as the Group
revenue office space and other services, to related parties. continues to provide the service during the relevant
Revenue is recognised for the period in which the calculation period.
service is undertaken. 8. Administration expenses
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Staff costs 1,306,577 908,946
Depreciation and amortisation 104,217 108,983
Auditors' remuneration 103,431 81,106
Other administration expenses 695,796 382,861
2,210,021 1,481,896
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Services provided by the auditor
- Interim audit of parent company and consolidated financial
29,011 20,441
statements
- Audit of parent company and consolidated financial statements 74,420 60,665
103,431 81,106 9. Staff costs and employees
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
The aggregate remuneration comprised:
- Wages and salaries 1,159,761 816,982
- National insurance 129,537 78,414
- Pension costs 17,278 13,550
Average number of employees 28 23 10. Finance costs
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Interest charged on lease liabilities 12,607 15,263
Interest paid on borrowings 2,647,476 1,036,278
Amount capitalised* (2,139,232) (1,022,075)
520,851 29,466
*The rate of interest used to capitalise the general borrowings
is 7%. 11. Income tax expense
The Group has generated a loss in the year and the prior
year.
Tax losses carried forward
Tax losses for which no deferred tax asset was recognised expire
as follows:
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Tax (losses) (2,390,252) (2,134,935)
Accumulated carried forward losses 5,412,010 3,021,758
The carried forward losses do not expire as they relate to
trading activity that is expected to continue.
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Income tax expense recognised in the period (250,473) -
Reconciliation of effective tax rate
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Loss for the year/period (2,139,779) (2,134,935)
Tax using the blended UK corporate tax rate of 20.5% (GBP2022: 19%) (438,655) 405,633
Gross non-deductible expenses 555,748 -
Current year losses for which no deferred tax asset was recognised 133,380 (419,763)
Non-taxable income - 14,130
Total taxation expense 250,473 - 12. Property, plant and equipment
As at 30 June 2023
Right Office Motor
GBP unless stated Fixtures and fittings Plant and equipment Total
of use Equipment vehicles
Cost
At 30 June 2022 442,612 23,182 72,664 - 1,149 539,607
Additions - 6,280 930 - 927 8,137
At 30 June 2023 442,612 29,462 73,594 - 2,076 547,744
Accumulated depreciation
At 30 June 2022 147,612 5,019 12,472 - 29 165,132
Charge for the period 88,522 4,381 10,666 - 415 103,984
At 30 June 2023 236,134 9,400 23,138 - 444 269,116
Carrying amount
At 30 June 2022 295,000 18,163 60,192 - 1,120 374,475
At 30 June 2023 206,478 20,062 50,456 - 1,633 278,628
As at 30 June 2022
Right Office Motor
GBP unless stated Fixtures and fittings Plant and equipment Total
of use Equipment vehicles
Cost
At 30 June 2021 442,612 14,073 28,933 34,634 - 520,252
Additions - 9,109 43,731 - 1,149 53,989
Disposals - - - (34,634) (34,634)
At 30 June 2022 442,612 23,182 72,664 - 1,149 539,607
Accumulated depreciation
At 30 June 2021 59,090 1,678 2,543 14,235 - 77,546
Charge for the period 88,522 3,341 9,929 7,162 29 108,983
Disposal - - - (21,397) - (21,397)
At 30 June 2022 147,612 5,019 12,472 - 29 165,132
Carrying amount
At 30 June 2021 383,522 12,395 26,390 20,399 - 442,706
At 30 June 2022 295,000 18,163 60,192 - 1,120 374,475
Right of use asset
GBP unless stated 30 June 2023 30 June 2022
Amount recognised in the statement of financial position:
Right of use
Buildings 206,478 295,000
206,478 295,000
Lease liability
Non-current 193,109 267,125
Current 86,623 86,623
279,732 353,748
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Amount recognised in the profit and loss:
Depreciation on right of use building 88,522 88,522
Interest expense 12,607 15,263
Amount recognised in the statement of cash flow:
Lease payments made 86,623 64,224
Break options
The lease for the office has an option to break the lease after
5 years. The right-of-use asset has been calculated on the
assumption that the break clause is taken up. 13. Inventory -
developments
GBP unless stated 30 June 2023 30 June 2022
Residential developments
- Land 4,895,358 4,394,799
- Construction and development costs 9,547,628 9,322,221
- Capitalised interest 2,123,936 1,410,738
16,566,922 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 had 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 GBP2,392,136 as at 30 June 2023 and the charge
for the year was GBP1,094,576. 14. Inventory - trading
properties
GBP unless stated 30 June 2023 30 June 2022
Opening - 435,820
Disposals - (444,331)
Additions - 8,511
Closing - -
The Group disposed of Nicholas Street Development Limited during
the prior financial year. This entity held the Nicholas Street
property. This property was valued at GBP650,000 by Management,
with the net proceeds received adjusted to reflect the other assets
and liabilities in Nicholas Street Development Limited at the date
of disposal. Nicholas Street Development Limited was sold to One
Heritage Property Rental Limited, a related party. 15. Investment
in associate
On 17 March 2019, the Group invested GBP258,512 to acquire a
47.0% stake in One Heritage Complete Limited. One Heritage Complete
provides letting and facilities and property management for
investors in Co-living properties. On 05 October 2021 two
subsidiaries of One Heritage Complete Limited, namely One Heritage
Maintenance Limited and One Heritage Design Limited were put into
liquidation and the investment in associate was written down to nil
in the 30 June 2022 annual financial statements.
Reconciliation of investment in associate
GBP unless stated 30 June 2023 30 June 2022
Opening 50,000 -
Reversal of write down of investment in associate - 50,000
Sale of investment in associate (50,000) -
Closing - 50,000
Following the insolvency of two subsidiaries of our associate,
One Heritage Complete Limited, the Group made the decision to write
down the full value of our investment in associate. On 6 July 2022,
the Group agreed to sell our 47.0% stake in One Heritage Complete
Limited for GBP50,000. Furthermore the Group has decided that the
GBP24,368 provision against prior dividends were no longer required
and was reversed in the prior financial year. 16. Financial assets
at FVTPL
GBP unless stated 30 June 2023 30 June 2022
Opening - 397,796
Drawdown - -
Repayment - (423,959)
Profit recognised in the period - 26,163
- -
During the prior year, the profit participation loan with Robin
Hood Property Development Limited was cancelled and the outstanding
funds due were repaid. 17. Trade and other receivables
GBP unless stated 30 June 2023 30 June 2022
Trade receivables 339,097 776,570
Other debtors 1,132,525 140,544
Prepaid sales fees and commissions 568,688 843,835
VAT receivable 51,636 109,811
Related party receivable 8,223 40,591
2,100,169 1,911,351 Trade receivables includes GBP14,192 (30 June 2022: GBP50,980) due from One Heritage Tower Limited, GBP209,168 (30 June 2022: GBP154,089) due from One Heritage North Church Limited, GBPnil (30 June 2022: GBP3,221) due from One Heritage Great Ducie Street Limited, GBP30,061 (30 June 2022: GBP565,880) due from Robin Hood Property Development Limited and GBP1,200 (30 June 2022: GBP2,400) due from One Heritage Property Rental Limited, whom are all related parties.
These financial assets are considered due from related parties,
further details can be found in note 24.
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. 18. Capital management
The Group defines capital as the Group's shareholder equity and
borrowings. The Group's policy is to maintain a strong capital base
so as to maintain, investor, creditor and market confidence and to
sustain future development of the business. Management monitors the
return on capital, as well as the level of external debt in the
business.
The Group monitors capital using a ratio of 'net debt' to
shareholder equity. Net debt is calculated as total liabilities (as
shown in the statement of financial position) less cash and cash
equivalents. The Group's policy is to keep the ratio below 3.0. In
the current and prior year the ratio is significantly higher than
the policy due to the negative equity and the impairment of three
developments.
GBP unless stated 30 June 2023 30 June 2022
Total borrowings 17,240,521 15,921,041
Less: cash and cash equivalents (303,816) (974,201)
Net debt 16,936,705 14,946,840
Total equity (568,716) 574,436
Net debt to equity ratio N/A 26.0 19. Loans and borrowings
GBP unless stated 30 June 2023 30 June 2022
Non-current
Lease liability (note 12) 193,109 267,125
Related party borrowings 11,378,938 5,000,000
Loan - 1,412,777
11,572,047 6,679,902
Current
Lease liability (note 12) 86,623 86,623
Related party borrowings - 3,425,190
Loan 5,581,850 5,729,326
5,668,473 9,241,139
17,240,521 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. 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 entered into an agreement to extend the loan to 19 May
2023. The loan bears interest at 9.6% per year. The loan had 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.
As the One Heritage Oscar House Limited development incurred
further delays and indicated a completion date post May 2023, the
Group refinanced the project settling the previous debt of GBP3.9m
on 09 June 2023. An agreement has been entered into with a new
lender, Hampshire Trust Bank Limited, on improved terms for GBP4.2m
for a period of 10 months to provide appropriate funding until all
the remaining units are legally completed and handed over to
customers. The new loan has a single covenant that are linked to
the underlying development, the loan to gross development value of
57% which have 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. The loan bears
interest at 0.85% monthly at a variable rate, based on the Bank of
England base rate. In line with the agreement on the loan, when the
Bank Street development reached practical completion in May 2023,
as units are sold, the proceeds of these will go toward repayment
of the loan. The loan was repaid in full on 31 May 2023. The loan
had 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 a 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.
Related party borrowings
On 22 July 2020 and 11 August 2020 the Trading Group received
loans worth GBP1,135,000 and GBP1,007,000 respectively from One
Heritage SPC. The loan advanced on 22 July 2020 was repaid during
the prior year with the accrued interest. On 11 April 2023 the
remaining loan was repaid in full with the accrued interest.
The Group signed a GBP5.0 million loan facility with One
Heritage Property Development Limited on 21 September 2020. 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. During the 2023 financial year the facility was
further increased by GBP4.8 million to GBP12.3 million. Refer to
note 25 for a further extension post year end. The balance on this
loan at 30 June 2023 was GBP11,328,152 (30 June 2022:
GBP7,190,414).
The loan facility balance is due for repayment in December 2024.
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.
Terms and repayment schedule
The terms and conditions of outstanding loans are as
follows:
30 June 2023 30 June 2022
Nominal interest Maturity Fair Carrying Fair Carrying
GBP unless stated Currency rate amount
Date value value Amount
One Heritage SPC GBB 12.0% Jan 23 - - 1,234,776 1,234,776
Lyell Trading Limited GBP 9.6% Nov 22 - - 2,166,706 2,166,706
Together Commercial Finance GBP 10.7% Dec 22 - - 1,126,056 1,126,056
Shawbrook Bank GBP 6.3% Aug 23 - - 2,436,564 2,436,564
Hampshire Trust Bank Limited GBP 9.3% Apr 24 4,118,054 4,118,054 - -
One Heritage Property GBP 7.0% Dec 24 11,378,938 11,378,938 7,190,414 7,190,414
Development
Corporate bond GBP 8.0% Mar 24 1,463,797 1,463,797 1,412,777 1,412,777
16,960,789 16,960,789 15,567,293 15,567,293
Reconciliation of movements of liabilities to cash flows from
financing activities
Liabilities
Lease Share capital/
GBP unless stated Other loans and borrowings Total
liabilities Premium
Balance as at 01 July 2022 15,567,293 353,748 3,893,008 19,814,049
Changes from financing cash flows
Proceeds from issue of share capital - - 1,247,100 1,247,100
Proceeds from loans and borrowings 4,169,073 - - 4,169,073
Repayment of loans and borrowings (5,729,326) (5,729,326)
Proceeds from related party borrowings 2,953,748 - - 2,953,748
Interest paid (2,647,476) - - (2,647,746)
Payment of lease liabilities - (86,623) - (86,623)
Total changes from financing cash flows (1,253,980) (86,623) 1,247,100 (93,503)
Other changes
Liability related
Capitalised borrowing costs 2,139,232 - - 2,139,236
Interest expense 508,244 12,607 - 520,851
Total liability-related other changes 2,647,476 12,607 - 2,660,083
Total equity-related other changes - - - -
Balance as at 30 June 2023 16,960,789 279,732 5,140,108 22,380,628
Liabilities
Lease Share capital/
GBP unless stated Other loans and borrowings Total
liabilities Premium
Balance as at 01 July 2021 5,177,455 402,709 3,893,008 9,473,172
Changes from financing cash flows
Proceeds from loans and borrowings 7,131,436 - - 7,131,436
Proceeds from related party borrowings (948,743) (948,743)
Interest paid 4,215,638 - - 4,215,638
Payment of lease liabilities - (64,224) - (64,224)
Total changes from financing cash flows 9,353,560 (64,224) - 9,289,336
Other changes - - - -
Liability related
Capitalised borrowing costs 1,022,075 - - 1,022,075
Interest expense 14,203 15,263 - 29,466
Total liability-related other changes 1,036,278 15,263 - 1,051,541
Total equity-related other changes - - - -
Balance as at 30 June 2022 15,567,293 353,748 3,893,008 19,814,049
20. Trade and other payables
GBP unless stated 30 June 2023 30 June 2022
Trade payables 778,995 794,181
Accruals 192,439 115,392
Customer deposits 1,302,276 1,012,222
Related party payable 17,482 -
Tax payable 250,473 -
PAYE payable 37,979 22,837
2,579,644 1,944,632
Trade payables and accruals relate to amounts payable at the
reporting date for services received during the period.
The Group has received deposits and reservation fees in relation
to its developments, these totalled GBP1,302,276 (30 June 2022:
GBP1,012,222). These relate to units that were exchanged on and are
repayable. The deposits will be repayable if significant property
damage occurs, and reinstatement is not possible.
The company has financial risk management policies in place to
ensure that all payables are paid within the credit timeframe. 21.
Financial instruments - fair value and risk management
Fair values
For all financial assets and financial liabilities not measured
at fair value, the carrying amount is a reasonable approximation of
fair value.
Financial risk management
The Group has exposure to the following risks arising from
financial instruments:
-- Credit risk
-- Liquidity risk
-- Market risk
Risk management framework
The Company's Board of Directors has overall responsibility for
the establishment and oversight of the Groups risk management
framework. The Board of Directors has established the risk
management committee, which is responsible for developing and
monitoring the Groups risk management policies. The committee
reports regularly to the Board of Directors on its activities.
The Group's risk management policies are established to identify
and analyse the risks faced by the Group, to set appropriate risk
limits and controls to monitor risks. Risk management policies and
systems are reviewed regularly to reflect changes in market
conditions and the Group's activities. The Group, through its
training and management standards and procedures, aims to maintain
a disciplined and constructive control environment in which all
employees understand their roles and obligations.
The Group audit committee oversees how management monitors
compliance with the Group's risk management policies and procedures
and reviews the adequacy of the risk management framework in
relation to the risks faced by the Group.
Credit risk
Credit risk is the risk of financial loss where counterparties
are not able to meet their obligations. Group policy is that
surplus cash, when not used to repay borrowings, is placed on
deposit with the Group's main relationship banks and with other
banks or money market funds based on a minimum credit rating and
maximum exposure.
The significant concentrations of credit risk are to related
parties (refer note 24).
Management consider that the credit quality of the various
receivables is good in respect of the amounts outstanding and
therefore credit risk is considered to be low.
The carrying amount of financial assets represents the Group's
maximum exposure to credit risk at the reporting date assuming that
any security held has no value.
Cash and cash equivalents
The Group held cash and cash equivalents of GBP303,816 at 30
June 2023 (30 June 2022: GBP974,201).
Bank Amount held Standard and Poor's Moody's Fitch
Barclays Bank UK Plc 131,806 A A1 A+
Revolut Bank 172,011 - - -
The Group also held petty cash of GBP241 as at 30 June 2023 (30
June 2022: GBP672).
Guarantees
The Group's policy is to provide financial guarantees only for
subsidiaries' liabilities. At 30 June 2023, the Company has issued
a guarantee to certain banks in respect of credit facilities
granted to One Heritage Oscar House Limited GBP4,118,054 (30 June
2022: GBP2,185,772). Refer to note 5 and 10 of the Company
financial statements.
Liquidity risk
Liquidity risk is the risk that the Group does not have
sufficient financial resources available to meet its obligations as
they fall due. The Group manages liquidity risk by continuously
monitoring forecast and actual cash flows, matching the expected
cash flow timings of financial assets and liabilities with the use
of cash and cash equivalents, borrowings, overdrafts and committed
revolving credit facilities with a minimum of 12 months to
maturity.
Future borrowing requirements are forecast on a monthly basis
and funding headroom is maintained above forecast peak requirements
to meet unforeseen events. At 30 June 2023, the Group's borrowings
and facilities had a range of maturities with an average life of 26
months.
In addition to fixed term borrowings, the Group has access to a
shareholder loan facility. At the reporting date, the total unused
committed amount available for general purposes was GBP0.9million
and cash and cash equivalents were GBP303,816.
The maturity profile of the anticipated future cash flows
including interest, using the latest applicable relevant rate,
based on the earliest date on which the Group can be required to
pay financial liabilities on an undiscounted basis, is as
follows:
As at 30 June 2023
On 1-2 2-5 5+
GBP unless stated Carrying amount Total Within 1 year
demand years years Years
Non-derivative financial liabilities
Secured bank debt 5,581,850 5,581,850 - 5,581,580 - - -
Other borrowings 11,378,938 11,378,938 - - 11,378,938 - -
Lease payables 279,732 279,732 - 99,228 198,456 - -
Trade payables 2,579,644 2,579,644 - 2,579,644 - - -
19,820,164 19,820,164 - 8,260,452 11,577,394 - -
As at 30 June 2022
On 1-2 2-5 5+
GBP unless stated Carrying amount Total Within 1 year
demand years years Years
Non-derivative financial liabilities
Secured bank debt 7,142,103 7,677,341 - 5,887,687 1,789,563 - -
Other borrowings 8,425,190 9,113,289 - 3,588,289 5,525,000 - -
Lease payables 353,748 399,502 - 99,228 189,070 111,204 -
Trade payables 1,944,632 1,944,632 - 1,944,632 - - -
17,865,673 19,134,764 - 11,519,836 7,503,633 111,204 -
The secured bank debt contains loan covenants, disclosed in note
19. A future breach of covenant may require the Group to repay the
loan earlier than indicated in the above table.
Market risk
Market risk is the risk that changes in market prices will
affect the Group's income. The objective of market risk management
is to manage and control risk exposures within acceptable exposures
within acceptable parameters, while optimising the return. The
Group does not hold any equity positions and trade in foreign
currencies. It therefore considers the market risk to be low.
Interest rate risk management
The Group has a policy to have fixed interest rate borrowings
where possible. Where this is not possible, the Group will look to
hedge interest variability if cost effective.
Interest rate sensitivity
The Group currently has two variable interest rate arrangements
and therefore returns are sensitive to movements in the interest
rates in the next financial period on existing borrowing
obligations.
If interest rates on the loans had been 1% per cent higher/lower
and all other variables were held constant, the Group's loss for
the year ended 30 June 2023 would (increase)/decrease by
(GBP423,130)/GBP340,769. This is mainly attributable to the Group's
exposure to interest rates on its variable rate borrowings. 22.
Directors' remuneration
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
During the period remuneration payable to directors was as follows:
Jason Upton 97,154 76,321
Yiu Tak Cheung 15,000 15,000
Jeffrey Pym - 19,172
Anthony Unsworth 115,794 -
David Izett 29,167 25,000
Jeremy Earnshaw 25,000 6,181
282,115 141,674
The Directors did not receive any other benefits or
post-employment remuneration. 23. Share capital
GBP unless stated 30 June 2023 30 June 2022
Share capital (1p per share) 386,783 324,283
Share premium 4,753,325 3,568,725
5,140,108 3,893,008
All shares issued by the Company are ordinary shares and have
equal voting and distribution rights.
On 07 July 2022 the Group issued 6,250,000 new ordinary shares
of 1.0 pence each at an issue price of 20.0 pence per share,
raising gross proceeds of GBP1,250,000.
The total shares in issue as at 30 June 2023 is 38,678,333 (30
June 2022: 32,428,333) and are fully paid up. 24. Related
parties
Parent and ultimate controlling party
At the reporting date 65.15% of the shares are held by One
Heritage Property Development Limited, which is incorporated in
Hong Kong. One other shareholder holds more than 5.0% of the shares
in the Company. One Heritage Holding Group Limited, incorporated in
the British Virgin Island, is considered the ultimate controlling
party through its 100% ownership of One Heritage Property
Development Limited.
Transactions with key management
Key management personnel compensation comprised the
following:
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
Short term employee benefits 412,851 311,061
412,851 311,061
Compensation of the Group's key management personnel is short
term employee benefits.
Key management personnel transactions
The key management control 3% (30 June 2023: 31%) of the voting
shares of the Company.
Other related party activity
Below is a table that sets out the entities that are related
parties to the Group:
Company Note Description
Harley Street Developments Limited Common directors, owned by the beneficial owners of the Group
Mosley Property Limited Common directors, owned by the beneficial owners of the Group
One Heritage Great Ducie Street Limited 7,17,19 Common directors, owned by the beneficial owners of the Group
One Heritage North Church Limited 7,17,19 Common directors, majority stake held by the beneficial owners of the
Group
One Heritage Property Development Common director, owned by the beneficial owners of the Group
Limited
One Heritage Property Management Common director, owned by the beneficial owners of the Group
Limited
One Heritage SPC Managed by the beneficial owners of the Group
One Heritage Tower Limited 7,17,19 Common directors, part owned by the beneficial owners of the Group
Robin Hood Property Development Limited 7,17,19 Common directors, owned by the beneficial owners of the Group 25. Events after the reporting date
On 31 July 2023 the Group facility was increased by GBP1.7
million, to GBP14 million. This can be drawn down as required, has
an interest rate of 7.0% and is repayable on 31 December 2024. This
additional amount can only be drawn to fund property development
activities where obtaining project financing is delayed or
unavailable. 26. New Standards and amendments to Standards
There are no new or amended standards that are expected to have
a significant impact on the Group's consolidated financial
statements when adopted.
New standards and amendments issued but not effective for the
current annual period
The following standards and interpretations had been issued but
not yet mandatory for annual reporting periods ending June 30,
2023.
Description
-- Non-current liabilities with Covenants - Amendments to IAS 1
(effective for annual periods beginning onor after 1 January
2024)
-- Classification of Liabilities as Current or Noncurrent -
Amendments to IAS 1 (effective for annualperiods beginning on or
after 1 January 2024)
-- Lease liability in a Sale and Leaseback - Amendments to IFRS
16 (effective for annual periods beginningon or after 1 January
2024)
-- Sale or Contribution of Assets between an investor and its
Associate or Joint Venture - IFRS 10 and IAS28 (effective date
deferred indefinitely)
The Group anticipates that these new standards, interpretations,
and amendments will be adopted in the financial statements as and
when they are applicable and adoption of these new standards,
interpretations and amendments, may have no material impact on the
financial statements in the period of initial application. 27.
Disclosures relating to subsidiary undertakings
The Company's subsidiaries and other related undertakings at 30
June 2023 are listed below. All Group entities are included in the
consolidated financial results. All companies listed below
undertake all of their activity in the United Kingdom.
The share capital of each of the companies, where applicable,
comprises ordinary shares unless otherwise stated.
Company name Business activity Company number Ownership
One Heritage Property Development (UK) Limited Property developer 11982934 100.0%
One Heritage Churchgate Limited Development company 12114319 100.0%
One Heritage Lincoln House Limited Development company 12434625 100.0%
One Heritage Bank Street Limited Development company 12763845 100.0%
One Heritage Oscar House Limited Development company 11331256 100.0%
One Heritage St Petersgate Limited Development company 13154858 100.0%
One Heritage Red Brick Limited Property services 13178461 100.0%
One Heritage Property Services Limited Property services 13426415 100.0%
One Heritage Seaton House Limited Development company 13520340 100.0%
One Heritage Construction Limited Construction company 13761479 100.0%
One Heritage Victoria Road Limited Development company 14172104 100.0%
St Petersgate Building Management Limited Dormant 13979905 100.0%
Oscar House Building Management Limited Dormant 13981057 100.0%
Liberty House Building Management Limited Dormant 13986387 100.0%
Lincoln House Building Management Limited Dormant 12710283 100.0%
OH Oscar House Property Limited Dormant 14969230 100.0%
OH Lincoln House Property Limited Dormant 14255279 100.0%
There are loans between these entities, which are all interest
free and repayable on demand. 28. Audit exemption taken for
subsidiaries
The following subsidiaries are exempt from the requirements of
the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of that Act.
Company name Company number
One Heritage Property Development (UK) Limited 11982934
One Heritage Churchgate Limited 12114319
One Heritage Lincoln House Limited 12434625
One Heritage Bank Street Limited 12763845
One Heritage Oscar House Limited 11331256
One Heritage St Petersgate Limited 13154858
One Heritage Red Brick Limited 13178461
One Heritage Property Services Limited 13426415
One Heritage Seaton House Limited 13520340
One Heritage Construction Limited 13761479
One Heritage Victoria Road Limited 14172104
St Petersgate Building Management Limited 13979905
Oscar House Building Management Limited 13981057
Liberty House Building Management Limited 13986387
Lincoln House Building Management Limited 12710283
Company balance sheet
As at 30 June 2023
As at 30 June As at 30 June
GBP unless stated Notes
2023 2022
INTANGIBLE ASSETS
Trademark 1,913 2,324
1,913 2,324
TANGIBLE ASSETS
Investments 2 1,007,732 2,750,100
1,007,732 2,750,100
OTHER NON-CURRENT ASSETS
Debtors* 3 3,033,711 2,183,153
3,033,711 2,183,153
CURRENT ASSETS
Debtors* 4 302,351 127,719
Cash at bank 8,615 4,383
310,966 132,102
Creditors: amounts falling within one year 5 (5,191,231) (55,975)
Net current (liabilities)/assets (4,880,265) 2,259,280
Total assets less current liabilities (836,909) 5,011,704
Creditors: amounts due after one year 6 - (1,412,777)
Net assets (836,909) 3,598,927
CAPITAL AND RESERVES
Called up share capital 7 386,783 324,283
Share premium account 4,753,325 3,568,725
Profit and loss account (5,977,017) (294,081)
Shareholders' funds (836,909) 3,598,927
*restated (note 1)
These financial statements were approved by the board of
directors on 30 October 2023 and were signed on its behalf by:
Jason David Upton
Company registration number: 12757649
The accompanying notes form an integral part of the financial
statements
Company statement of changes in equity
For the year ended 30 June 2023
Called up Share Shareholders
GBP unless stated Profit and loss account
share capital premium Funds
Balance at 1 July 2022 324,283 3,568,725 (294,081) 3,598,927
Loss for the period - - (5,682,936) (5,682,936)
Total comprehensive income for the period 324,283 3,568,725 (5,977,017) (2,084,009)
Issue of share capital 62,500 1,187,500 - 1,250,000
Cost of share issuance - (2,900) - (2,900)
Balance at 30 June 2023 386,783 4,753,325 (5,977,017) (836,9009)
For the year ended 30 June 2022
Called up Share Shareholders
GBP unless stated Profit and loss account
share capital premium Funds
Balance at incorporation 324,283 3,568,725 (123,154) 3,769,854
Loss for the period - - (170,927) (170,927)
Total comprehensive income for the period 324,283 3,568,725 (294,081) 3,598,927
Balance at 30 June 2022 324,283 3,568,725 (294,081) 3,598,927
The accompanying notes form an integral part of the financial
statements.
Notes to the Company financial statements
For the year ended to 30 June 2023 1. Accounting policies
The following accounting policies have been applied consistently
in dealing with items which are considered material in relation to
the financial statements, except as noted below.
General information
One Heritage Group plc is a public limited company, limited by
shares, incorporated in England and Wales under the Companies Act
2006 on 21 July 2020. The address of its registered office and
principal place of trading is 80 Mosley Street, Manchester, M2 3FX.
The principal activity of the Company is a property development
holding company. The Company does not have any employees and is
funded through the issuance of share capital to investors.
Basis of preparation
These financial statements were prepared in accordance with
Financial Reporting Standard 101 Reduced Disclosure Framework ("FRS
101").
In preparing these financial statements, the Company applies the
recognition, measurement and disclosure requirements of
international accounting standards in conformity with the
requirements of the Companies Act 2006 ("Adopted IFRSs") but makes
amendments where necessary in order to comply with Companies Act
2006 and has set out below where advantage of the FRS 101
disclosure exemptions has been taken.
Under section s408 of the Companies Act 2006 the Company is
exempt from the requirement to present its own profit and loss
account.
Restatement
The prior year presentation of the amount due from subsidiary of
GBP2,183,153 has been reclassified from current asset to other
non-current asset. This correction has been made in order to
reflect that the amount was not expected to be settled in the
ordinary course of business in the next 12 months. The impact of
this restatement reduced current assets by GBP2,182,153 and
increased other non-current assets by the same amount.
In these financial statements, the Company has applied the
exemptions available under FRS 101 in respect of the following
disclosures: ? Cash Flow Statement and related notes; ? Certain
disclosures regarding revenue; ? Certain disclosures regarding
leases; ? Disclosures in respect of transactions with wholly owned
subsidiaries; ? Disclosures in respect of capital management; ? The
effects of new but not yet effective IFRSs; ? Disclosures in
respect of the compensation of Key Management Personnel; ?
Disclosures of transactions with a management entity that provides
key management personnel services tothe Company.
As the consolidated financial statements include the equivalent
disclosures, the Company has also taken the exemptions under FRS
101 available in respect of the following disclosures: ? Certain
disclosures required by IFRS 3 Business Combinations in respect of
business combinationsundertaken by the Company in the current and
prior periods; and ? Certain disclosures required by IFRS 13 Fair
Value Measurement and the disclosures required by IFRS 7Financial
Instrument Disclosures. ? Certain disclosures required by IAS 36
Impairment of Assets
Going concern
Notwithstanding net current liabilities of GBP0.4 million as at
30 June 2023 (2022: net current assets GBP2.3 million) and a loss
for the year then ended of GBP5.68 million (2022: GBP0.17 million),
the financial statements have been prepared on a going concern
basis which the directors consider to be appropriate for the
following reasons.
The directors have prepared a cash flow forecast for the period
to 31 December 2024 on a consolidated basis which indicates that,
taking account of reasonably possible downsides, the Company will
have sufficient funds through existing resources held by the
company and subsidiaries (including funds drawn down on the parent
company loan facility post year-end), the continued forecast
realisations of development property inventory by its subsidiaries,
and in the event of need continued financial support from its
parent company, One Heritage Property Development Limited ("OHPD"),
to meet its liabilities as they fall due for that period, including
the Corporate Bond of GBP1.5 million due for repayment in March
2024.
As with any company placing reliance on other group/related
entities for financial support, the directors acknowledge that
there can be no certainty that this support will continue although,
at the date of approval of these financial statements, they have no
reason to believe that it will not do so.
Consequently, 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.
The accounting policies set out below have, unless otherwise
stated, been applied consistently to all periods presented in these
financial statements.
Measuring convention
The financial statements are prepared on the historical
cost.
Significant judgements
The significant judgements with regard to going concern are the
forecast timing of development property inventory realisations and
in the event it is needed the ability of the Group to be able to
drawdown on the facility by its parent company, One Heritage
Property Development Limited ("OHPD"). Management of the Company is
not aware of any material uncertainties that may cast significant
doubt on the Company's ability to continue as a going concern.
Therefore, the parent company financial statements continue to be
prepared on the going concern basis. For detail refer note 1 going
concern.
Financial guarantees
A financial guarantee contract is initially recognised at fair
value. At the end of each subsequent reporting period, financial
guarantees are measured at the higher of: ? The amount of the loss
allowance, and ? The amount initially recognised less cumulative
amortisation, where appropriate.
The amount of the loss allowance at each subsequent reporting
period equals the 12-month expected credit losses. However, where
there has been a significant increase in the risk that the
specified debtor will default on the contract, the calculation is
for lifetime expected credit losses.
Investment in subsidiary
Investment in and loans to subsidiaries are stated at cost less
impairment.
Impairment
The carrying amounts of the Company's non-financial assets are
reviewed at each reporting date to determine whether there is any
indication of impairment. If any such indication exists, then the
asset's recoverable amount is estimated.
The recoverable amount of an asset or cash-generating unit is
the greater of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows
are discounted to their present value using a pre-tax discount rate
that reflects current market assessments of the time value of money
and the risks specific to the asset. For the purpose of impairment
testing, assets that cannot be tested individually are grouped
together into the smallest group of assets that generates cash
inflows from continuing use that are largely independent of the
cash inflows of other assets or groups of assets (the
"cash-generating unit").
An impairment loss is recognised if the carrying amount of an
asset or its CGU exceeds its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment
losses recognised in respect of CGUs are allocated first to reduce
the carrying amount of any goodwill allocated to the units, and
then to reduce the carrying amounts of the other assets in the unit
(group of units) on a pro rata basis.
In respect of other assets, impairment losses recognised in
prior periods are assessed at each reporting date for any
indications that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the
estimates used to determine the recoverable amount. An impairment
loss is reversed only to the extent that the asset's carrying
amount does not exceed the carrying amount that would have been
determined, net of depreciation or amortisation, if no impairment
loss had been recognised. 2. Investment in subsidiaries
GBP unless stated 30 June 2023 30 June 2022
One Heritage Property Development (UK) Limited 1,007,732 2,750,100
1,007,732 2,750,100
The Company assesses the subsidiaries for any indicators of
impairment by looking at the individual performance of the
underlying entities, including their budgets, development progress
and forecast profitability.
Due to losses in the underlying subsidiaries, the investment in
subsidiaries were impaired in the current year by GBP1,742,368
(2022: GBPnil) in order to reflect the estimated recoverable amount
based on the net asset value of the subsidiary entity and net
realisable value of inventory. The impairment was recognised in the
current year as a consequence of the losses and impairment to
inventory recognised by Group entities. The carrying amount is
considered to reflect the fair value less costs of disposal and is
considered a level 3 asset in the fair value hierarchy.
The share capital of each of the companies, where applicable,
comprises ordinary shares unless otherwise stated.
Company name Jurisdiction Company number Ownership
One Heritage Property Development (UK) Limited England and Wales 11982934 100.0%
Below is a list of the key subsidiaries of One Heritage Property
Development (UK) Limited.
Company name Jurisdiction Company number Ownership
One Heritage Churchgate Limited England and Wales 12114319 100.0%
One Heritage Lincoln House Limited England and Wales 12434625 100.0%
One Heritage Bank Street Limited England and Wales 12763845 100.0%
One Heritage Oscar House Limited England and Wales 11331256 100.0%
One Heritage St Petersgate Limited England and Wales 13154858 100.0%
One Heritage Red Brick Limited England and Wales 13178461 100.0%
One Heritage Property Services Limited England and Wales 13426415 100.0%
One Heritage Seaton House Limited England and Wales 13520340 100.0%
One Heritage Construction Limited England and Wales 13761479 100.0%
One Heritage Victoria Road Limited England and Wales 14172104 100.0%
St Petersgate Building Management Limited England and Wales 13979905 100.0%
Oscar House Building Management Limited England and Wales 13981057 100.0%
Liberty House Building Management Limited England and Wales 13986387 100.0%
Lincoln House Building Management Limited England and Wales 12710283 100.0% 3. Debtors: amounts receivable within one year
30 June 2023 30 June 2022
GBP unless stated
Intercompany loan - 2,183,153
Trade and other receivables 270,000 90,000
Prepayments 32,351 37,719
302,351 2,310,872 4. Debtors: amounts receivable after one year
30 June 2023 30 June 2022
GBP unless stated
Intercompany loan 3,033,711 -
3,033,711 -
The Intercompany loan payable by One Heritage Property
Development (UK) Limited is interest free and payable on
demand.
The Company assesses the intercompany loans for any indicators
of impairment by looking at the individual performance of the
underlying entities, including their budgets, development progress
and forecast profitability. There are no indicators of impairment
and therefore no expected credit losses. 5. Creditors: amounts
falling within one year
GBP unless stated 30 June 2023 30 June 2022
Trade and other payables 15,000 16,393
Accruals 76,780 37,500
Corporate bond 1,463,797 -
Parental guarantee provision (refer to note 10) 3,635,109 -
Tax payable 545 2,082
5,191,231 55,975 6. Creditors: amounts due after one year
GBP unless stated 30 June 2023 30 June 2022
Corporate bond - 1,412,777
- 1,412,777
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 a 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. The
bond is repayable in March 2024. 7. Called up share capital
Ordinary
GBP unless stated
Shares
Issued share capital as at 30 June 2023 38,440,561
38,440,561
The holders of ordinary shares are entitled to receive dividends
as declared from time to time and are entitled to one vote per
share at meetings of the Company.
On 07 July 2022 the Company issued 6,250,000 new ordinary shares
of 1.0 pence each at an issue price of 20.0 pence per share,
raising gross proceeds of GBP1,250,000. 8. Audit exemption taken
for subsidiaries
The following subsidiaries are exempt from the requirements of
the Companies Act 2006 relating to the audit of individual accounts
by virtue of Section 479A of that Act. Under the Act the Company
has undertaken guarantees for all outstanding liabilities to which
the subsidiary company is subject at the end of the financial year
to which the guarantee relates, until they are satisfied in
full.
Company name Company number
One Heritage Property Development (UK) Limited 11982934
One Heritage Churchgate Limited 12114319
One Heritage Lincoln House Limited 12434625
One Heritage Bank Street Limited 12763845
One Heritage Oscar House Limited 11331256
One Heritage St Petersgate Limited 13154858
One Heritage Red Brick Limited 13178461
One Heritage Property Services Limited 13426415
One Heritage Seaton House Limited 13520340
One Heritage Construction Limited 13761479
One Heritage Victoria Road Limited 14172104
St Petersgate Building Management Limited 13979905
Oscar House Building Management Limited 13981057
Liberty House Building Management Limited 13986387
Lincoln House Building Management Limited 12710283 9. Post balance sheet events
On 31 July 2023 the Company facility was increased by GBP1.7
million, to GBP14 million. This can be drawn down as required, has
an interest rate of 7.0% and is repayable on 31 December 2024. This
additional amount can only be drawn to fund property development
activities where obtaining project financing is delayed or
unavailable. 10. Related party disclosures
The Directors of the Company were paid through One Heritage
Property Development (UK) Limited, a subsidiary.
Year to Year to
GBP unless stated
30 June 2023 30 June 2022
During the period remuneration payable to directors was as follows:
Jason Upton 97,154 76,321
Yiu Tak Cheung 15,000 15,000
Jeffrey Pym - 19,172
Anthony Unsworth 115,794 -
David Izett 29,167 25,000
Jeremy Earnshaw 25,000 6,181
282,115 141,674
Guarantees
The Company's policy is to provide financial guarantees only for
subsidiaries' liabilities. At 30 June 2023, the Company has issued
a guarantee to certain banks in respect of credit facilities
granted to One Heritage Oscar House Limited GBP4,118,054 (30 June
2022: GBP2,185,772). Refer to note 5 for provisions recognised.
Refer to note 8 for additional guarantees undertaken by the
Company and note 5 for provisions recognised.
Parent and ultimate controlling party
At the reporting date 63.8% of the shares are held by One
Heritage Property Development Limited, which is incorporated in
Hong Kong. Keith Crews held 9.6% of the shares at the reporting
date.
No other shareholder holds more than 5.0% of the shares in the
Company. One Heritage Holding Group Limited, incorporated in the
British Virgin Island, is considered the ultimate controlling party
through its 100% ownership of One Heritage Property Development
Limited.
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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.
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ISIN: GB00BLF79495
Category Code: FR
TIDM: OHG
LEI Code: 2138008ZZUCCE4UZHY23
OAM Categories: 1.1. Annual financial and audit reports
Sequence No.: 281777
EQS News ID: 1761773
End of Announcement EQS News Service
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October 31, 2023 08:31 ET (12:31 GMT)
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