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.

----------------------------------------------------------------------------------------------------------------------- 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 
=------------------------------------------------------------------------------------
 

Image link: https://eqs-cockpit.com/cgi-bin/fncls.ssp?fn=show_t_gif&application_id=1761773&application_name=news

 

(END) Dow Jones Newswires

October 31, 2023 08:31 ET (12:31 GMT)

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