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SOCIAL HOUSING REIT PLC ANNUAL REPORT & ACCOUNTS 31 DECEMBER 2025 SECURE FUTURES SECURE INCOME
WHO WE ARE Social Housing REIT plc (“SOHO”) invests in social housing properties in the UK, focusing on homes in the Specialised Supported Housing sector which have been adapted or purpose built for people with mental and/or physical care and support needs. We believe our residents deserve a home in a community setting that offers greater independence than traditional institutional accommodation whilst meeting their specialist care needs. We are one of the leading, and the only publicly quoted, Specialised Supported Housing companies in the UK, helping provide a secure future for people in need across the country whilst ensuring that our shareholders have an attractive, long-term income source. WHAT WE DO We seek to offer vulnerable people across the UK tenancies in properties which are appropriate for their specific care and support requirements. These needs often result from mental health problems, learning disabilities, or physical and sensory impairment. Our accommodation differentiates itself by serving as a home within a community; this compares with the care facilities that have historically been the mainstay for vulnerable people whose care needs are similar to our residents. We provide value for money to local and central government budgets by offering housing that is more suitable and cost-effective than institutional alternatives. Our portfolio of high quality, safe and appropriately adapted properties is leased to Approved Providers, who receive payments from central or local government to provide homes for our residents. Through these leases, we offer our shareholders sustainable long-term income that is correlated with inflation.
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION KEY HIGHLIGHTS £606.3m 6.82% 1.17x Portfolio valuation EPRA net initial yield (NIY) Adjusted Dividend Cover (December 2024: £626.4 million) (December 2024: 6.44%) (December 2024: 0.99x) £43.7m 5.622p 6.37p Contracted rental income Dividend per ordinary share EPRA Earning per Share (December 2024: £42.6 million) (December 2024: 5.460 pence) (December 2024: 5.08p) 492 3,412 94.23p Portfolio properties Portfolio units EPRA NTA Per ordinary share (December 2024: 99.05 pence) (December 2024: 3,424) (December 2024: 494) CONTENTS COMPANY OVERVIEW GOVERNANCE FINANCIAL STATEMENTS Key Highlights 01 Group Statement of Chair’s Letter 38 Comprehensive Income 93 The Year in Brief 02 Board of Directors 40 Group Statement of Financial Investment Management Team 42 Position 94 STRATEGIC REPORT Corporate Governance 44 Group Statement of Changes Chair’s Statement 04 in Equity 95 Audit Committee Report 50 Key Performance Indicators 06 Group Statement of Management Engagement EPRA Performance Measures 08 Cash Flows 96 Committee Report 54 Portfolio Summary 10 Notes to the Group Financial Nomination Committee Report 56 Statements 97 Fund Manager’s Report 12 Sustainability & Impact Company Statement of Committee Report 60 Strategy and Growth 16 Financial Position 123 Directors’ Remuneration Chief Financial Officer’s Report 18 Company Statement of Report 62 Going Concern and Viability 20 Changes in Equity 124 Directors’ Remuneration Strategy and Business Model 22 Notes to the Company Policy 63 Financial Statements 125 Risk Management 26 Annual Report on Directors’ Remuneration 65 Stakeholder Engagement 32 OTHER INFORMATION Directors’ Report 68 Board Approval of the Strategic Unaudited Performance Report 37 Directors’ Responsibilities Measures 131 Statement 72 Glossary and Definitions 136 Message from the Sustainability & Shareholder Information 138 Impact Committee Chair 73 Sustainability Strategy 74 Independent Auditor’s Report 84 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 01
THE YEAR IN BRIEF Since Atrato Partners Limited’s (“Atrato”) appointment as Investment Manager in January 2025, Atrato has been progressing solutions to key legacy challenges, including lease assignments to stronger counterparties and continuing the implementation of new risk-sharing structures with housing associations to improve long-term alignment. Atrato has also been pursuing solutions to better secure the rental income derived from its properties, in conjunction with its legal advisers and after discussion with the Regulator of Social Housing. This is intended to provide better visibility and certainty on rental income collection in order to restore confidence in SOHO and the wider SSH sector. 20 MAY Declared an interim dividend of 1.4055 pence per Ordinary Share for the period from 1 January to 31 March 2025. Announced a 3.0% increase on the 5.46 pence target dividend per share paid for 2024 to 5.622 pence per share 3 FEBRUARY for the year to 31 December 2025, the first increase in the The Company noted that My dividend target since 2022. Space Housing Solutions (“My Space”) had filed proposals Announced the change from a quarterly to a bi-annual for a Company Voluntary valuation of the Company’s portfolio, bringing the Agreement (“CVA”). The Company in line with the wider listed UK Real Estate Company had 34 properties sector. This change would result in a reduction of ongoing let to My Space, which had not costs, in line with the Investment Manager’s approach to paid rent since June 2024. driving further efficiency savings. 10 MARCH 27 JUNE Announced that the CVA proposal of My Space was approved Fitch Ratings reaffirmed the Company’s existing by a credit vote on 7 March 2025, with lease arrangements Investment Grade, varied to a pass-through basis with historic rental arrears long-term Issuer Default written off. Atrato successfully negotiated an option agreement Rating of “A-” and a with My Space ahead of the CVA process, enabling SOHO senior secured rating to transfer all My Space leases within a 12-month period of “A” for the Group’s following the completion of the CVA challenge period. existing loan notes. 20 MARCH Declared an interim dividend of 1.365 pence per Ordinary Share for the period from 1 October to 31 December 2024, resulting in an aggregate total dividend of 5.46 pence per Ordinary Share for the year ended 31 December 2024. 24 MARCH The Company announced its full results for the year ended 31 December 2024. 02 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION In August 2025, the Group completed its construction of a purpose-built, forward-funding project with Golden Lane Housing, a charity that is one of the leading Approved Providers in the Specialised Supported Housing (“SSH”) sector. The project delivered 12 purpose-built, specially-adapted apartments for residents in response to identified local demand. The portfolio-wide EPC Upgrade Programme was commenced during the year which will bring all homes to a compliant energy efficiency score ahead of an expected 2030 deadline. Continued investment in energy- efficiency improvements that enhance both environmental and financial resilience, is the Company believes, the right thing to do for both residents and shareholders alike. 9 SEPTEMBER Declared an interim dividend of 1.4055 pence per Ordinary Share for the period from 1 April to 30 June 2025. 10 SEPTEMBER Hosted a site visit and tour of the newly developed Brooke House, Chorley, hosting members of the developer (HP Villages), Care Provider (Glenelg Support) and Approved Provider (Golden Lane Housing) as well as investors and research analysts. 3 JULY Announced the appointment of 10 SEPTEMBER Deutsche Numis as the Company’s Announced its interim results for the six months ended sole corporate broker and financial adviser with immediate effect. 30 June 2025. POST YEAR END EVENTS 6 NOVEMBER Announced the appointments of Jos Short (joining 1 March 2026) and Fionnuala Hogan PROPERTY SALES (joining 10 November 2025) as Independent 3 non-performing properties sales have completed at time Non-Executive Directors. of announcement. It was also confirmed that Chris Phillips and Peter Coward will step down at the 23 FEBRUARY 2026 2026 AGM, with Jos succeeding Chris as Following regulatory engagement, two properties were Board and Nomination Committee Chair successfully assigned from Pivotal to IHL. and Fionnuala succeeding Peter as Audit Committee Chair. 18 MARCH 2026 27 NOVEMBER 20 properties previously assigned from Parasol to Portus (formerly Westmoreland) achieved stabilisation and reverted Declared an interim dividend of 1.4055 to fully-repairing and insuring lease terms. pence per Ordinary Share for the period from 1 July to 30 September 2025. 20 MARCH 2026 The Company declared an interim dividend of 1.4055 pence per Ordinary Share for the period from 1 October to 31 December 2025, resulting in an aggregate total dividend of 5.622 pence per Ordinary Share for the full year ended 31 December 2025 in line with the target. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 03
CHAIR’S STATEMENT It is a privilege to present my final Chair’s statement The Company continues to benefit from attractive for the Social Housing REIT plc. As I conclude my long-term debt. All borrowings are fixed rate, with nine years as Chair, I am pleased to report that I a weighted unexpired average term of 7.6 years leave SOHO in a strong financial position and well and a weighted average fixed rate of 2.74%. This positioned for future growth having completed the conservative financing structure supports income appointment of Atrato as Investment Manager in resilience and underpins the Company’s ambition to January 2025 and changed the Company’s financial pursue disciplined growth. advisers. Sector Tailwinds Our Specialised Supported Housing (“SSH”) portfolio is Positive policy reforms introduced by the Labour a key facilitator of independence for those vulnerable Government in 2025, including the £39 billion adults who call our properties home. Across our Affordable Homes Programme and the introduction extensive portfolio, registered providers of social of a ten-year CPI plus 1% rent settlement, provide housing (“Approved Providers”) manage our properties long-term favourable tailwinds for the sector. Despite and collect rent paid for residents by housing benefit, this, the UK continues to face a structural supply funded by central Government. This model continues shortage in supported housing. Demand for SSH to underpin the Company’s focus on secure, inflation- remains strong, driven by demographic trends and aligned income streams, offering independent living. policy preference for community-based living. In a listed real estate market where scale and The persistent supply/demand imbalance, combined liquidity are increasingly important to institutional with the appeal of inflation-linked rental uplifts, has investors, the Board remains clear that relevance underpinned our portfolio performance over the and investability require both income security and past 12 months and provides a strong platform for credible growth ambitions. sustainable income growth over time. The value of asset-backed residential strategies Operational Performance offering attractive long-term income is increasingly Across the portfolio, excluding the Portus and My recognised. The Company continues to engage Space matters noted below, rent collection remained actively with shareholders to reinforce understanding strong with 100% collected during the year. In total, of the SSH sector’s underlying fundamentals. These the Company has 389 leases with a total annualised fundamentals are shared by other adjacent living contracted rental income of £43.7 million as at sector strategies, with demographic drivers and 31 December 2025, an increase of £1.1 million over funding reforms reshaping occupational demand and the year, resulting from contractual inflation-linked financial outcomes. The Company is well positioned rental uplifts, with all leases subject to annual index- to be a beneficiary of this dynamic. linked reviews. The Board has been encouraged to see the The homes within the portfolio continue to be well improvement in the Company’s share price and the maintained – over 440 asset inspections having corresponding improvement in the discount to Net been completed to ensure they remain safe and Asset Value (“NAV”). compliant. They are also well utilised, with occupancy rising to 87% following the sale of non-core assets Macroeconomic Backdrop identified by the Investment Manager. For context, Several macroeconomic indicators improved during it is worth noting that sustainable occupancy in the the year, although geopolitical uncertainty continued SSH sector is generally accepted to be around 80%. to weigh upon markets and economic growth. Earlier Our current levels comfortably exceed this threshold. concerns that interest rates would remain elevated The Investment Manager continues to undertake placed pressure on property valuations. Whilst property-by-property reviews of occupancy with its inflation declined meaningfully during 2025, allowing lessees to ensure long-term sustainability and income for a 100 basis point reduction in the UK base rate visibility. to 3.75% during the year, more recent geopolitical events could see a short to medium-term inflation The Investment Manager inherited a portfolio with pick up. We remain optimistic that, over the longer two Approved Provider challenges which were term, lower inflation will support a more stable disrupting rent collection. Since its appointment in interest rate environment, which should be supportive early 2025, they have driven rapid progress toward of income-producing real estate, particularly resolving both issues, with solutions now well strategies with inflation-linked cashflows such as SSH. advanced. 04 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT The dividend target was increased in 2025 to The Investment Manager has substantially completed the stabilisation of properties transferred from Parasol 5.622 pence per share and remains well covered at to Portus and advanced the lease assignments from 1.17 times. Completion of the Portus and the My My Space to Inclusion and from Pivotal to IHL. These Space assignments is expected to support further actions are on track to strengthen rent collection dividend growth in 2026. and asset value, undertaken throughout with careful As I conclude my tenure as Chair, I thank shareholders, prioritisation of vulnerable residents’ needs. advisers and my fellow Directors for their continued support. I am confident that Jos Short, as Chair-elect, In parallel, Atrato is working to mitigate longer term supported by Fionnuala Hogan as Audit Chair, who counterparty risk; a pilot is now being established to improve rent recovery resilience, with plans for a replaces Peter Coward who has also completed nine wider rollout upon successful completion. years of tenure, will guide the Company admirably through its next phase. Portfolio Optimisation With a strengthened platform, an inflation-aligned The Investment Manager has completed the income profile, and a clear ambition to build scale assessment of each property against five key responsibly within the listed market, I believe that characteristics of a successful SSH scheme: suitable SOHO is positioned to deliver secure and growing properties, appropriate adaptations, identified dividends for shareholders over the long term. demand, sustainable rents, and reputable partners. Through its initial portfolio-wide property review, a small number of assets were identified as unsuitable or below required standards. These assets are being disposed of, with sales already progressing at or around book value. The remaining portfolio is well Chris Phillips positioned to provide long-term homes for residents Chair and durable income for shareholders. March 2026 25 I am pleased to report that our most recent forward- funded scheme in Chorley reached practical completion during the year and is nearing full occupation. Looking ahead, the Board expects the Company to move from stabilisation towards a measured phase of earnings-led growth, focused on I AM PLEASED TO REPORT scale, liquidity and sustainable dividend progression. THAT I LEAVE THE COMPANY Alongside social impact benefits, Atrato continues IN A STRONG FINANCIAL to enhance the environmental credentials of the portfolio. The portfolio-wide EPC Upgrade POSITION AND WELL- Programme has commenced, and compliance with POSITIONED FOR FUTURE anticipated legislative standards improved from 71% to 77% during the year. We expect to achieve GROWTH.” full compliance by 2028, ahead of the anticipated 2030 deadline. The newly introduced Sustainability Report, which accompanies this Annual Report and this year’s Social Impact Report, exemplifies the Investment Manager’s evolving focus on the wider societal and environmental impacts of our investment decisions and the role the Company plays in delivering efficient homes that work for residents and the environment. 2026 Outlook The Board is confident that improved rent collection, inflation-linked income growth and disciplined capital allocation will support further narrowing of the NAV discount. Growth will be pursued only where it reinforces income quality and strengthens long-term dividend cover.
KEY PERFORMANCE INDICATORS We set out below our key performance indicators for the Company. KPI and Definition Performance (as at 31 December 2025) 1. IFRS & EPRA NTA Per Share The value of our assets (based on an independent valuation) 94.23 pence per share less the book value of our liabilities, attributable to Shareholders (31 December 2024: 99.05p) and calculated in accordance with EPRA guidelines. Further information is set out in Note 3 of the Unaudited Performance Measures. 2. Total Accounting Return Total accounting return is measured by reference to the growth 0.8% for the year in the Group’s share price over a period, plus dividends declared (31 December 2024: -8.1%) for that period. The total accounting return since IPO is 39.1% 3. Adjusted EPS EPRA earnings adjusted for company specific items to reflect 6.53 pence per share for the year the underlying profitability of the business, calculated on the (31 December 2024: 5.40p) weighted average number of shares in issue during the year. 4. Adjusted Dividend Cover Dividends paid or declared in respect of the year ended The dividend was 1.17x covered for the year 31 December 2025 totalled 5.622 pence, with dividend cover (31 December 2024: 0.99x) based on adjusted earnings. 5. Net Loan to Value (“LTV”) Net LTV is calculated as net borrowings (being total borrowings 39.5% less cash and cash equivalents) divided by the gross carrying (31 December 2024: 37.7%) value of investment properties and other relevant property assets. 6. Rent Collection Rent collection is one of the Group’s principal measures of 91.5% for the year performance, measured against total contracted rent due. (31 December 2024: 87.6%) Material rent arrears during the year mainly attributable to two Approved Providers, My Space Housing Solutions and Portus Supported Housing Limited. 7. Ongoing Charges Ratio A measure of all operating costs incurred, calculated as a 1.51% percentage of average net assets in that year. (31 December 2024: 1.64%) 8. EPRA Cost Ratio Administrative & operating costs (including costs of direct 18.68% vacancy) divided by gross rental income. (31 December 2024: 29.89%) 9. Exposure to Largest Approved Provider The percentage of the Group’s gross assets that are leased 33.4% to the single largest Approved Provider. (31 December 2024: 30.9%) Adjusted earnings is a performance measure used by the Board to assess the Group’s financial performance and dividend payments. The metric adjusts EPRA earnings for non-cash items such as the amortisation of finance costs and the movement in lease incentive debtor. Adjusted earnings is considered a better reflection of the measure over which the Board assesses the Group’s trading performance and dividend cover. 06 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Adjusted EPS reflects the adjusted earnings defined above attributable to each share. The Group uses alternative performance measures including the European Public Real Estate (“EPRA”) Best Practice Recommendations (“BPR”) to supplement its IFRS measures as the Board considers that these measures give users of the financial statements the best understanding of the underlying performance of the Group’s property portfolio. The EPRA measures are widely recognised and used by public real estate companies and investors and seek to improve transparency, comparability and relevance of published results in the sector. The EPRA cost ratio does not exclude the impact of non-operational or exceptional items. Reconciliations between EPRA measures and the IFRS financial statements can be found in the unaudited performance measures section on pages 131 to 135. BELLFLOWER WAY SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 07
EPRA PERFORMANCE MEASURES The table below shows additional performance measures, calculated in accordance with the Best Practices Recommendations of the European Public Real Estate Association (“EPRA”). We provide these measures to aid comparison with other European real estate businesses. For a full reconciliation of all EPRA performance indicators, please see the Notes to EPRA measures within the supplementary section of the financial statements. Measure and Definition Performance (as at 31 December 2025) 1. EPRA EPS A measure of EPS designed by EPRA to present underlying 6.37 pence per share for the year earnings from core operating activities. (31 December 2024: 5.08p) 2. EPRA Net Reinstatement Value (“NRV”) Per Share An EPRA NAV per share metric which assumes that entities never 103.56 pence per share sell assets and aims to represent the value required to re-build the (31 December 2024: 108.86p) entity. 3. EPRA Net Tangible Assets (“NTA”) Per Share An EPRA NAV per share metric which assumes entities buy and 94.23 pence per share sell assets, thereby crystallising certain levels of unavoidable (31 December 2024: 99.05p) deferred tax. 4. EPRA Net Disposal Value (“NDV”) Per Share An EPRA NAV per share metric which represents the Shareholders’ 106.62 pence per share value under a disposal scenario, where deferred tax, financial (31 December 2024: 113.95p) instruments and certain other adjustments are calculated to the full extent of their liability, net of any resulting tax. 5. EPRA Net Initial Yield (“NIY”) Annualised rental income based on the cash rents passing at 6.82% the balance sheet date, less non-recoverable property operating (31 December 2024: 6.44%) expenses, divided by the market value of the property, increased with (estimated) purchasers’ costs. 6. EPRA “Topped-Up” Net Initial Yield This measure incorporates an adjustment to the EPRA NIY in 6.82% respect of the expiration of rent-free periods (or other unexpired (31 December 2024: 6.45%) lease incentives such as discounted rent periods and step rents). 7. EPRA Vacancy Rate Estimated Market Rental Value (“ERV”) of vacant space divided by 1.54% ERV of the whole portfolio. (31 December 2024: 0.32%) 8. EPRA Cost Ratio Administrative & operating costs (including costs of direct vacancy) 18.68% divided by gross rental income. (31 December 2024: 29.89%) 9. EPRA LTV Net debt divided by total property portfolio and other 39.08% eligible assets. (31 December 2024: 37.66%) 10. EPRA Like-For-Like Rental Growth Changes in net rental income for those properties held for the Rental increase of 2.21% for the year duration of both the current and comparative reporting period. (31 December 2024: 4.16%) 11. EPRA Capital Expenditure Amounts spent on the purchase and development of investment £2.2 million for the year properties (including any capitalised transaction costs). (31 December 2024: £2.2 million) 08 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT TAMAR DRIVE SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 09
PORTFOLIO SUMMARY Property Portfolio As at 31 December 2025, the portfolio comprised 492 properties offering homes for 3,412 individuals which are geographically diversified across the UK. The table below shows the portfolio split by region. % of funds Region Properties invested* North West 98 19.5 West Midlands 81 16.1 2 Yorkshire 62 14.2 51 East Midlands 59 12.0 North East 51 9.9 98 South East 62 9.5 62 London 27 8.6 South West 28 4.6 East 20 4.1 Scotland 2 1.0 59 Wales 2 0.5 81 2 20 Total 492 100 * Calculated excluding acquisition costs 27 62 28 Number of Annual % Rent % 2025 Rent % Resident Top 10 Lessees Properties Rent Roll £m Roll Collection Occupancy Inclusion 124 £12.91 29.6% 100% 89% 1 2 Portus 79 £6.18 14.1% 100% 83% Hilldale 30 £3.68 8.4% 100% 89% Falcon 60 £3.61 8.3% 100% 88% 3 My Space 34 £3.51 8.0% 100% 53% Chrysalis 27 £2.39 5.5% 100% 90% Auckland 30 £2.01 4.6% 100% 91% Blue Square 12 £1.67 3.8% 100% 88% Care Housing Association 11 £1.62 3.7% 100% 97% Highstone 21 £1.53 3.5% 100% 93% 428 £39.11 89.5% 1 Portus Supported Housing was created from the merger of Bespoke Supportive Tenancies (BeST) and Westmoreland Supported Housing. 2 Following the assignment of leases away from Parasol, Portus have moved to a pass-through lease basis during the stabilisation phase. Up to 31 December, this has reflected improved rent collection of an aggregate 81.6% against the pre-assignment contracted rent level (H1 2025: 75.4%). 3 My Space leases, until they are assigned, were varied by their CVA to a pass-through basis. 10 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT HIGHLIGHTS % % % 389 100 100 39.5 27 LEASES RENTAL FIXED PRICE, NET APPROVED 2 3 4 1 (December 2024: 391) UPLIFTS RATED DEBT LTV PROVIDERS (December 2024: 100%) (December 2024: 100%) (December 2024: 37.7%) (December 2024: 28) % % p years 0.8 18.68 0.76 22.4 8 TOTAL EPRA COST IFRS EARNINGS WAULT 6 7 (December 2024: 23.4 years) ACCOUNTING RATIO PER SHARE 5 (December 2024: 29.89%) (December 2024: RETURN (9.25) pence per share) (December 2024: (8.1)%) 1 As at 31 December 2025, the Group had leases with 27 5 The total accounting return including dividends to 31 December Approved Providers following the merger of Westmoreland 2025 was 0.8% and is based on the prior year’s NAV (NTA). Supported Housing Limited into Bespoke Supportive Tenancies Total accounting return since IPO (2017) including dividends to Ltd, now named Portus Supported Housing Limited. 31 December 2025 was 39.1% (December 2024: 38.3%) and is based on the NAV (NTA) immediately following the Company’s 2 Rental uplifts are 100% linked to either CPI or RPI, or prevailing IPO. government policy if lower (14% of leases are capped at 4%, with one additional lease capped at 5%). 6 The EPRA cost ratio is a ratio of total administrative and operating costs expressed as a percentage of gross rental 3 At 31 December 2025, the weighted average cost of debt was income. 2.74% which is entirely fixed, and the weighted average term to maturity was 7.6 years. The debt has an investment grade ‘A’ 7 IFRS earnings per share for the year ended 31 December 2025 Fitch rating. was 0.76 pence. 4 Net LTV is calculated as balance sheet borrowings less cash and 8 The weighted average unexpired lease term (“WAULT”) as at cash equivalents divided by investment property value. 31 December 2025 includes put/call options and reversionary leases. BOAT HOUSE SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 11
FUND MANAGER’S REPORT Second, acting decisively on the outcomes of our Introduction comprehensive portfolio review. Both workstreams This report marks our first anniversary as Investment have progressed materially and once completed, Manager for Social Housing REIT plc (“SOHO”). Over will result in improved occupancy, enhanced rent the past year, we have made considerable progress collection, and strengthened income visibility. in remediating not only the existing portfolio, but also confidence in the asset class. Lease Assignments Specialised Supported Housing (“SSH”) remains Parasol to Portus a vital component of the UK residential market, In the second half of 2024, the Parasol leases were providing specifically adapted homes for vulnerable assigned to Portus. adult residents and enabling independent living Post-assignment, all 38 properties moved to an with support. This long-term housing solution initial stabilisation period, where the Company delivers improved wellbeing outcomes for receives rent on an agreed pass-through basis. residents and material savings to the public purse, Portus has now assessed maintenance costs and representing an invaluable win-win in an era of sustainable rental levels. We are pleased to confirm constrained public finances. that 20 properties have reverted back to long-term fully repairing and insuring (“FRI”) leases at the Demonstrating Sector Value and Restoring top end of the previously indicated target range Investor Confidence (75-85%) of the previously contracted rents. Despite our confidence in both the sector and SOHO’s portfolio, the well-publicised failures of The remaining properties assigned to Portus are other, different social housing models have affected expected to revert to FRI terms during 2026. shareholder and public sector confidence in SSH. It is therefore essential that we demonstrate SOHO’s My Space continued ability to deliver secure, inflation-aligned The principal portfolio challenge relates to the My Space portfolio of 34 properties. My Space ceased income for shareholders, whilst also playing an paying rent in June 2024 due to financial difficulties. active role in restoring confidence in the sector as a In March 2025, My Space entered into a Company viable private sector asset class. Voluntary Arrangement (“CVA”). Prior to the CVA We are pleased to see momentum returning, vote, we secured an option agreement on behalf reflected in the SOHO share price and the of the Company permitting assignment of SOHO’s narrowing of the discount to NAV during the year. properties within 12 months of the challenge period. Improved investor sentiment has been supported by continued progress in portfolio optimisation. Whilst rent collection has recommenced under This includes enhanced asset standards, clearer a pass-through arrangement, we concluded that assignment of these properties to stronger approved counterparty expectations, the replacement of providers was in shareholders’ best interests. underperforming lessees, and the disposal of noncore assets. SOHO’s increasingly refined portfolio A two-part solution is being implemented: demonstrates the benefits of proactively managed SSH assets and we remain focused on evidencing Notice has been served to assign eight well- those outcomes. occupied properties to Inclusion. This is due to complete imminently and will move from Portfolio Optimisation pass-through to long-term FRI leases following At its core, SSH is simply operational residential stabilisation. Since the option was agreed, 86% real estate. This requires the right property in the of the contracted rent was collected in these right location, with the correct adaptations. Given properties. those factors, occupancy will be high and rents sustainable. Leveraging our experienced operational Of the remaining My Space properties, those team and sector expertise, we are working to which are vacant will be sold once deeds of strengthen lessee relationships, enhance property surrender are agreed. Those which have been quality, and improve both resident and financial assessed as unsuitable or economically unviable, outcomes. will temporarily be assigned to Granville Community Homes to facilitate the transfer of Our primary focus since appointment has residents to more appropriate accommodation, centred on two workstreams. First, completing after which vacant possession will be secured the assignments from Parasol Homes (“Parasol”) and the properties will be sold. to Portus and implementing solutions in respect of My Space Housing Solutions (“My Space”). 12 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Throughout this process, all vulnerable residents Disposal proceeds will be redeployed into will be fully supported to ensure their housing accretive opportunities consistent with our focus needs remain met and that any transfers are on strengthening income and improving portfolio handled sensitively with the residents and their quality whilst maintaining a disciplined capital representatives. allocation approach. This structured approach is consistent with our Asset Management earnings-led strategy and focus on strengthening Assignments and disposals have been a key focus income quality. of our portfolio optimisation, however we remain focused on ensuring our properties are well Asset Disposals managed and maintained, benefiting our residents Following our appointment in early 2025, we both now and into the future. conducted a full portfolio review to identify property and operational issues. This comprehensive During 2025, 442 inspections were completed review identified selected properties which we across our portfolio of 492 assets. These inspections deemed unsuitable or economically unviable. collect valuable information about the condition and These properties were largely contained within the operation of our homes. They also complement the portfolio leased to My Space (referred to above). health and safety and other mandatory regulatory However, they also included four properties leased information we receive from our Approved Provider to Portus (three within the portfolio leased to Portus lessees. They guide our engagement with the lessees and one to BeST), and individual properties leased and ensure that both standards and contractual to Blue Square and Falcon. obligations are met. In respect of vacant properties, two were immediately sold to a Local Authority. For the remainder, lease surrenders are, or will be, agreed and sales achieved via auction. Three sales have already completed, with a further ten sales agreed via auction, post-year end. WE ARE MAKING For the other partially occupied properties, we STRIDES IN have been working with the respective Approved Providers to achieve vacant possession. Any REPOSITIONING THE residents will be moved to alternative suitable ASSET CLASS, CREATING properties in conjunction with the relevant stakeholders, before the leases are surrendered. A ROBUST FOUNDATION They will then be similarly sold via auction over the coming months. FOR FUTURE GROWTH.” Auction sales achieved to date have been at or around book value. 442 INSPECTIONS COMPLETED % 18.68EPRA COST RATIO
FUND MANAGER’S REPORT We have commenced the roll out of the EPC Housing Benefit in respect of the two properties and Upgrade Programme, which will ensure that all care provision to the residents was unaffected. properties have an Energy Performance Certificate Central to this process was strong engagement with (“EPC”) rating of C or above in advance of the counterparties, leveraging our networks (including expected legislative deadline of 2030. Whilst the facilitating the introduction of a new care provider portfolio was already materially more efficient to one of the schemes) to implement a solution. (average EPC ‘C’) than the wider housing market The process completed in early 2026. We look (average EPC ‘D’), the Company is committed to forward to working with IHL going forwards on the being a sector leader when it comes to reducing two schemes, which are well-occupied and well- emissions. supported by the Local Authority. By 2028, the Programme will deliver both compliant Enhanced Lessee Monitoring EPC ratings and reductions in occupational energy We maintain rigorous oversight of our Approved consumption. Already, at the end of 2025, 77% Providers through financial monitoring, KPI tracking, of the Company’s properties now benefit from an regular meetings, and property inspections. By EPC of C or better, improving 6% over the year working proactively with our lessees, we seek to and overall energy consumed across the portfolio minimise the occurrence of operational risks. Where is declining – benefiting the environment and challenges arise, we work collaboratively to remedy reducing the costs incurred by residents. any issues swiftly. If required, we will not hesitate Our Sustainability Report, which accompanies to assign leases to more appropriate approved this Annual Report, contains further detail on our providers or find alternative solutions for properties. progress, certifications and ambitions as we work It is important to reiterate that whilst the SSH sector to future-proof our homes, make them more has often historically been described as one which comfortable for residents, and achieve our Net Zero offers government-backed income, the reality of the targets. sector and its lease counterparts is more nuanced. Proactive Asset Management Robust contractual arrangements in the form of The immediacy of our actions in assigning long-term fully repairing and insuring (“FRI”) leases underperforming counterparties and exiting are in place. However, although the Company’s unsuitable properties reflects our proactive lessees are highly specialist organisations which approach. Whilst doing so, we will continue to deliver social good to society’s most vulnerable operate with transparency, ensuring shareholders people, they are not institutional grade covenants. are informed of our actions and intentions. As noted earlier, it is key to understand that SSH We also continue to evolve our asset management comprises operational residential properties and processes iteratively, leveraging operational data relies on two key elements: and sector expertise to mitigate risk proactively. By doing so, we seek to avoid tenant issues such A) The property fundamentals of location, structural as those experienced with Parasol and My Space. quality and functionality with an appropriate Where they do arise, we will deliver solutions in a rent basis; and more expeditious manner than has been achieved B) The operational efficacy of the lessees. historically, seeking to avoid future material credit losses. The Group’s lessees are instrumental in delivering day-to-day operational performance. The properties With the right properties, assignments to new are typically specialised or adapted to house people Approved Provider lessees can be facilitated, often with a variety of complex needs. The lessees’ leaving residents, income and value unaffected. Our staff are trained individuals who are passionate assignment from Pivotal to Independent Housing about improving people’s lives. The properties (IHL) of two properties in Cornwall (undertaken in require both intensive housing management and to 2025 and completing early in 2026) typifies this be kept to a high standard, requiring specific levels principle and our proactive approach. of adaption to ensure that residents’ homes are When Pivotal received an Enforcement Notice comfortable and safe. from the Regulator of Social Housing during the These requirements are far beyond what one would year, we moved quickly to identify an alternative expect to see in the Private Rental Sector which lessee, engaged with the Local Authority and care makes the lessees’ expertise vital. providers, effecting the assignment with no impact to residents. Rental income continued to be paid by 14 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Valuation Outlook Market pricing certainty continues to be hampered As we look ahead to 2026, we remain confident in by limited transactional activity across the SSH SOHO’s trajectory. Our near-term priorities are: sector. After a 20bps softening of the portfolio Net Portfolio optimisation: sales, assignments Initial Yield (“NIY”) in the first half of 2025, which and asset enhancements. We are nearing saw the portfolio yield move from 6.22% to 6.42% completion of the Parasol to Portus stabilisation at 30 June 2025, there were no further movements and have commenced a solution for the My during the second half of the year. At 31 December Space portfolio, including assignments to 2025, the portfolio NIY therefore remained at 6.42%, stronger counterparties and sales of non-core reflecting an EPRA NIY of 6.82%. assets. These initiatives will lead to improved Reflecting this outward shift in investment yields occupancy, rental levels, rent collection and over the year, the portfolio value as at 31 December will be supportive to asset value of assets held. 2025 was £606.3 million compared to £626.4 million Concurrently, we will continue to enhance the at 31 December 2024, representing a decline of energy efficiency of our homes, ensuring they 3.2% over the period, driven in large part by a are suitable for our residents now and into the reduction in the valuation attributed to properties future. being considered for sale. Restoring confidence with continued All of SOHO’s leases are reviewed annually, with the transparency. We remain strong and vocal majority of inflation-linked uplifts occurring in April, advocates for the sector and the benefits it based on the prior September reference rate in line can deliver for residents, shareholders and the with the wider social housing sector. For April 2026, public purse and will continue working to restore this reference rate will be 3.8%. investor confidence in the SSH model. Restoring confidence in the ability of SSH to deliver long- Income Security Enhancement term inflation-aligned income whilst delivering We continue to explore structuring options to positive social impact, should support a further strengthen the security of rental income from our narrowing of the share price discount to NAV. occupied homes. While legislative change would be Strategic growth: diversification and accretive required for us to receive rental income directly, we investment. Our work to optimise our extensive, are, together with one of our Approved Providers, established SSH portfolio will provide a strong segregating rental cashflows for a number of foundation for responsible growth, increasing properties into a dedicated account from which scale and diversification for shareholders and SOHO is the sole payee. This approach, supported by delivering secure and growing dividends over the legal advice, has been discussed with the Regulator long term. of Social Housing, and the Approved Provider will be seeking the Regulator’s views once implemented. We look forward to building on the positive momentum achieved during the year as SOHO Subject to the Regulator’s acceptance and progresses into its next phase. confirmation that the change has no adverse impact on the Approved Provider’s financial viability, Adrian D’Enrico we plan to replicate this structure across the wider Fund Manager, Atrato Living portfolio. 25 March 2026 Over the medium term, we will continue to advocate for reform of the sector’s financial model to provide clearer visibility and greater control over rental income. We believe that achieving a more direct link to government sourced cashflows could materially lower the risk profile of SSH, reduce the cost of capital, and attract new investment to support the delivery of more homes at lower rents. We will continue to keep shareholders updated as this work progresses. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 15
STRATEGY AND GROWTH Following a period of operational stabilisation and sectors, which share common characteristics with financial repair, the Company can now enter the the existing portfolio – being structurally-supported next phase of its development from a position of by population demographics, housing demand strength. Investors in the UK REIT sector value scale pressures and affordability needs. Investments in and liquidity and, as a result, companies fulfilling adjacent sectors would, of course, have to offer those criteria are seen as more attractive investment income characteristics that are accretive and meet propositions. Increasing scale and liquidity, together the Company’s sustainable income and inflation- with strict capital discipline, are at the forefront of aligned requirements. Each new target sector would SOHO’s future strategic plans. Over the medium similarly need to offer stable income streams, be term, we are working with the Board to consider resilient across economic cycles and comprise assets options to retain the Company’s core strategy of that fit within Atrato’s operational expertise, to ensure delivering sustainable income and capital growth, they are acquired well and managed efficiently. A whilst evaluating the ability to capitalise on accretive revised investment policy, if adopted, would allow opportunities to scale the Company. the Company to deliver growth while maintaining its attractive income profile. The UK housing and care landscape continues to evolve and it is key to the long-term success of the Responsibility and Long-Term Relevance Company that its strategy evolves to reflect this. An expanded, strategic approach for the Company Demographic change and funding reform are could combine sectors that address essential housing reshaping demand across the living sector and the needs and reflect long-term demographic trends, Company is well positioned to be a beneficiary of this favouring community-based independent living. dynamic. SSH will always remain a cornerstone of the While social outcomes would not be expected to be Company. However, we believe there is an accretive codified within the investment policy, they would be and logical growth opportunity within the wider UK able to be clearly evidenced. Measurable indicators, for living sector in appropriate, affordable and fit-for- example average resident tenure, would be essential purpose accommodation and the Company’s future to provide insight into occupational stability and strategy could evolve to capitalise on this broader resident satisfaction, reinforcing the Company’s role as opportunity, whilst retaining a firm anchor in secure, a responsible long-term investor. inflation-aligned income. Any material changes to the Company’s strategy would be subject to the necessary regulatory and shareholder approvals. THE COMPANY CAN NOW Earnings Growth-Led Diversification SOHO’s investment approach will always be ENTER THE NEXT PHASE centred around earnings growth, focused on the OF ITS DEVELOPMENT sustainability and security of underlying cashflows. Its core objective remains clear: to deliver secure, FROM A POSITION OF inflation-aligned sustainable income which supports a STRENGTH.” progressive dividend policy. Through sustained, proven performance, we believe that, as Investment Manager, we can achieve a re-rating of SSH, reduce the Company’s cost of capital and deliver attractive returns to shareholders. But SOHO could further reduce its cost of capital by achieving greater scale, increasing relevance, enhancing liquidity and significantly broadening its potential investor base. Broadening the scope of its investment policy could afford SOHO the flexibility to pursue accretive growth opportunities across the broader living sector. This would enable it to invest into adjacent UK living 16 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Looking ahead, we believe the Company is well compatible living sectors. We, along with the Board, positioned for the next phase of its corporate strategy. are committed to maintaining a progressive dividend With strengthened financials offering a strong policy and to building a robust and resilient platform foundation, by adopting a new, broader investment for shareholders. policy the Company would be able to stay committed Michael Carey to remaining as a listed company whilst becoming Managing Director, Atrato Living more investable to a broader universe of REIT investors. As we look ahead, we will work with the Board to consider a future strategy that continues to deliver growth via secure, inflation-aligned income across THORNE HOUSE SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 17
I am pleased to present the financial results for the year ended 31 December 2025. Financial Results 31 December 2025 £’000s 31 December 2024 £’000s Net rental income 40.0 35.8 Administrative expenses 1 (7.2) (7.4) Net finance expenses 2 (7.1) (7.2) Adjusted earnings 25.7 21.2 Net Rental Income In the year, the portfolio generated net rental income of £40.0 million (31 December 2024: £35.8 million), representing an increase of £4.2 million or 11.7% compared to the prior year. This increase was driven by the impact of increases from our inflation-linked leases, combined with improved collection in respect of the My Space and Portus 3 properties. All of the Group’s contracted income is generated from leases which benefit from annual uplifts linked to inflation. The majority of these uplifts are based on CPI inflation (88% of rental income), with the remainder being linked to CPI +1% (4%), RPI (4%) or RPI +1 (4%). In 2025, the Company’s weighted average annual rental uplift was 2.2% (2024: 4.3%). The majority of the portfolio (61% weighted by income) have annual rent reviews which occur in April. The April 2026 rent reviews are predicated on the prevailing inflation rate six months prior: the September 2025 reference CPI figure used as the basis to determine the uplift will be 3.8%, and RPI will be 4.5%. In total, the Company has 389 leases (31 December 2024: 391) with a total annualised contracted rental income of £43.7 million as at 31 December 2025 (31 December 2024: £42.6 million). Over the past 12 months, the Company has collected 91.5% of this contracted rental income. As set out below, the shortfall relates to the difference in rent collected in respect of My Space and Portus where leases have been varied to a pass-through basis (whereby the Company is only paid the net rent collected by the Approved Provider) and the write-off of expected credit losses in relation to My Space and Pivotal. At 31 December 2025 £m At 31 December 2024 £m Annualised contracted rental income 43.7 42.6 Shortfall due to pass- through mechanism 4 (3.0) (2.5) Expected Credit Losses (0.7) (3.3) Movement in Lease Incentive Debtor 0.0 (1.0) Net rental income 40.0 35.8 Administrative and other expenses and EPRA cost ratio Administrative and other expenses, which comprise all operational costs of running the business, including irrecoverable property costs, decreased by £4.1 million to £7.6 million (2024: £11.7 million). This reduction was driven primarily by the change in the Investment Management fee basis from NAV to market capitalisation, aligning the Investment Manager more closely with shareholders. Included within these totals are the negative pass-through rent balances of £0.7 million (2024: £nil), which reflect instances where expenses exceed rental income received on properties and legacy costs related to the Parasol to Portus transfers (£0.25 million). 31 December 2025 31 December 2024 EPRA cost ratio including direct vacancy costs 18.7% 29.9% EPRA cost ratio excluding direct vacancy costs 18.0% 29.8% CHIEF FINANCIAL OFFICER’S REPORT THE DIVIDEND IS WELL COVERED AT 1.17X WITH ADJUSTED EARNINGS UP 21% OVER THE YEAR.”
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Adjusted earnings EPRA net tangible assets and IFRS net assets The Directors consider adjusted earnings a key 31 December 31 December measure of the Company’s underlying operating 2025 2024 £m £m performance and a reference through which the Board measures dividend cover. Investment Property 602.8 624.7 Adjusted earnings therefore exclude one-off items Assets Held for Sale 2.0 which are non-recurring in nature and non-cash Bank and other borrowings (261.7) (261.4) items such as the amortisation of finance costs and Cash 25.4 27.5 the movement in lease incentive debtors. Other net assets/(liabilities) 2.3 (1.1) Adjusted earnings for the year ended 31 December IFRS net asset value & 2025 were £25.7 million (31 December 2024: EPRA net tangible assets 370.8 389.7 £21.2 million). On a per share basis, adjusted earnings increased by 1.13 pence to 6.53 pence for As set out above, the EPRA Net Tangible Assets the year to 31 December 2025 an increase of 21.0% (“EPRA NTA”) per share at 31 December 2025 was (31 December 2024: 5.40 pence). 94.23 pence per share, the same as the IFRS NAV A full reconciliation between IFRS and Adjusted per share, compared to 99.05 pence per share as at earnings can be found in note 35 of the Financial 31 December 2024. The decrease was principally a Statements. result of a reduction in the value of the investment properties. Dividends In respect of Debt Financing Pence per financial year With volatility in UK interest rates over recent years, Declared Share ended Paid the Group’s debt continues to be a valuable asset. All £263.5 million of the Group’s debt is fixed-rate, 31 December 11 April 20 March 2025 1.3650 2024 2025 with a weighted average coupon of 2.74%. It is also predominantly long term, with a weighted average 31 December 27 June maturity of 7.6 years. The earliest debt maturity will 20 May 2025 1.4055 2025 2025 occur in mid-2028, providing strong protection from 31 December 3 October currently elevated, albeit falling, interest rates. Whilst 9 September 2025 1.4055 2025 2025 the debt is recorded at historic cost, it has a mark to 31 December 19 December market value of £48.7 million, which is not reflected 27 November 2025 1.4055 2025 2025 in the net asset value. Further information on the Group’s debt facilities is set out in Note 19 of the The dividend was 1.17x (2024: 0.99x) covered on an financial statements. adjusted basis for the year. This measure is based upon adjusted earnings relative to dividends paid in In June 2025, Fitch Ratings re-affirmed the Group’s the 12-month period. existing long-term Issuer Default Rating of ‘A-’ and senior secured ratings of ‘A’ in respect of both Post-period end, the Company declared an interim debt facilities. Fitch published its first rating on the dividend in respect of the financial year ended Company in August 2021 with the same Investment 31 December 2025 of 1.4055 pence per Ordinary Grade distinctions. share (the ‘Fourth Quarterly Dividend’). The Fourth Quarterly Dividend was declared on 20 March 2026 The Group continues to monitor its banking and will be a Property Income Distribution (“PID”) to covenants and maintains adequate headroom on shareholders on the register as at 7 April 2026. its Interest Cover Ratio (“ICR”) and Asset Cover Ratio (“ACR”) covenants across both debt facilities. Further The Company has now declared four quarterly information on the Group’s covenant headroom is dividends totalling 5.622 pence per share in respect set out in Note 2.1 of the financial statements. of the financial year ended 31 December 2025. Natalie Markham CFO, Social Housing REIT 1 Net of movement on Lease incentive debtor and one-off termination fees. 2 Excludes amortisation of finance costs. 3 Formerly Westmoreland. Portus resulted from the merger of Westmoreland Supported Housing and Bespoke Supportive Tenancies (BeST) on 1 December 2025. 4 For 2024 this includes a Parasol to Portus rent-free impact. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 19
GOING CONCERN AND VIABILITY Going Concern Norland TP REIT The Strategic Report and financial statements have Estates Propco 2 set out the current financial position of the Group Limited Limited and Company. The Board has regularly reviewed the Asset Cover Ratio (ACR) position of the Group and its ability to continue as ACR Covenant x2.00 x1.67 a going concern in Board meetings throughout the year. ACR 31 December 2025 x2.39 x1.96 Blended Net initial yield 7.03% 6.40% The Directors have reviewed the Group’s forecast Headroom (yield movement) 128bps 104bps which shows the expected annualised rental income exceeds the expected operating and financing costs of the Group. 91.5% of rental income due and Interest Cover Ratio (ICR) payable for the year ended 31 December 2025 has ICR Covenant 1.75x 1.75x been collected. Rent arrears are predominantly ICR 31 December 2025 4.89x 4.82x attributable to two Approved Providers, My Space Headroom (rental income 64% 61% Housing Solutions and Portus Supported Housing movement) (Formerly Westmoreland) both of whom have leases on a passthrough basis which materially reduces Under the downside model the forecasts have been the rent received when compared to the contracted stressed to show the effect of some Care Providers rent. ceasing to pay their voids liability, and as a result this causes Approved Providers to default under some The Directors believe that the Group is still well of the Group leases. The assumptions of rent paid placed to manage its financing and other business by two Approved Providers have been sensitised, risks and that the Group will remain viable, and for an additional 5% non-rent collection continuing to operate and meet its liabilities as provision has been made for all other Approved they fall due. During the year, Fitch Ratings Limited Providers. Under the downside model the Group assigned the Company an investment Long-Term will be able to settle its liabilities for a period of at Issuer Default Rating of ‘A-’ with a stable outlook. least 12 months from the date of signing these The Directors have performed an assessment of the financial statements. As a result of the above, the ability of the Group to continue as a going concern, Directors are of the opinion that the going concern for a period of at least 12 months from the date of basis adopted in the preparation of the financial signing these financial statements. The Directors statements is appropriate. have considered the expected obligations of the The Group has no short term refinancing risk given Group during this period and are confident that all the 7.6 year weighted average maturity of its debt will be met. facilities with MetLife and Barings, the first of which The Directors have also considered the financing expires in June 2028, and which are fully fixed at an provided to the Group. Norland Estates Limited and all-in weighted average rate of 2.74%. TP REIT Propco 2 Limited have bank facilities with Based on the forecasts prepared and the intentions MetLife and Metlife and Barings respectively. of the Company, the Directors consider that the The loans secured by Norland Estates Limited and Group will be able to settle its liabilities for a period TP REIT Propco 2 Limited are subject to asset cover of at least 12 months from the date of signing these ratio covenants and interest cover ratio covenants financial statements and therefore have prepared which can be found in the table on the right. these financial statements on the going concern The Directors have also considered reverse stress basis. testing and the circumstances that would lead to a covenant breach. Given the level of headroom, the Directors are of the view that the risk of scenarios materialising that would lead to a breach of the covenants is remote. 20 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT The business model was subject to a sensitivity Viability Statement analysis, which involved flexing a number of In accordance with Principle 21 of the AIC Code, key assumptions underlying the forecasts. The the Board has assessed the prospects of the Group sensitivities performed were designed to provide over a period longer than 12 months required by the Directors with an understanding of the Group’s the relevant ’Going Concern’ provisions. The Board performance in the event of a severe but plausible has considered the nature of the Group’s assets downturn scenario, taking full account of mitigating and liabilities, and associated cash flows, and has actions that could be taken to avoid or reduce determined that five years, up to 31 December the impact or occurrence of the underlying risks 2030, is the maximum timescale over which the outlined below: performance of the Group can be forecast with a material degree of accuracy and therefore is the Rental income: It is assumed that some care appropriate period over which to consider the providers do not meet their void payment viability. obligations, and this causes Approved Providers to default under some of the Group’s leases; and In determining this timescale, the Board has rental receipts from two Approved Providers considered the following: are lower than the previously contracted rent The length of the service level agreements levels. An additional 5% non-rent collection was between Approved Providers and care providers. included for other Approved Providers. The future growth of its investment portfolio Property valuations: It is assumed that where of properties is achieved through long-term, there are void units Approved Providers will inflation linked, fully repairing and insuring default on their leases, and those units will be leases. valued significantly below their vacant possession value. We believe this represents a severe The Group’s property portfolio has a WAULT reduction in value. of 22.4 years to expiry, representing a long- term income stream for the period under Inflation: No inflation uplift on rental income but consideration. costs increase in line with inflation. The Group’s Loan Notes have a weighted average The outcome in the downturn scenario on the term of 7.6 years. Group’s covenant testing is that there are no breaches, and the Group can maintain a covenant In assessing the Company’s viability, the Board has headroom on existing facilities. carried out a robust assessment of the emerging risks and principal risks facing the Group, including In the downturn scenario mitigating actions to those that would threaten its business model, future reduce variable costs would be required to enable performance, solvency, liquidity and dividend cover the Group to meet its future liabilities. for a five-year period. The remaining principal risks and uncertainties, The Directors’ assessment has been made with whilst having an impact on the Group’s business, are reference to the principal risks and uncertainties and not considered by the Directors to have a reasonable emerging risks summarised on pages 27 to 31 and likelihood of impacting the Group’s viability over the how they could impact the prospects of the Group five-year period. and Company both individually and in aggregate. Based on the results of this analysis, the Directors The following risks in particular have been addressed have a reasonable expectation that the Group and in the assessment: Company will be able to continue in operation and 1. Approved Provider default (taking into account meet its liabilities as they fall due during the period that two of the Group’s lessees have built up up to 31 December 2030. arrears since 2022) 2. Non-payment of voids cover by Care Providers. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 21
STRATEGY AND BUSINESS MODEL terms of the lease or occupancy agreement, which The Board is responsible for the typically are serviced by the Approved Provider Company’s Investment Objective lessee, save that the Group may take responsibility and Investment Policy, which is kept for funding the cost of planned maintenance. The Group is not responsible for the provision of care to under constant review, and has overall residents of Supported Housing assets. responsibility for ensuring the Group’s The social housing assets are sourced in the market activities are in line with this overall by the Investment Manager. In asset selection, strategy. consideration is given to the alignment of an asset to supporting the impact objective sought. Atrato, the Company’s new investment manager, The Group intends to hold its portfolio over the long undertook a thorough review of the properties, term, benefiting from generally long-term upward lessees and relevant metrics as part of its only leases which are, or are expected to be, linked onboarding of the portfolio. Whilst the overarching to inflation or central housing benefit policy. The strategy of the Company is unchanged, the Group may sell investments should an opportunity approach being implemented by Atrato is one of arise that would enhance the value of the Group as transparency, proactive asset management and a whole. a renewed focus on property fundamentals. The social housing team at Atrato comprises individuals The Group may forward fund the development of with deep sector experience, knowledge and new social housing assets when the Investment connections. We believe Atrato is well placed to Manager believes that to do so would enhance deliver on the Company’s Investment Objective, returns for shareholders and/or secure an asset for optimising the Company for success. the Group’s portfolio at an attractive yield. Forward funding will only be provided in circumstances in Investment Objective which: The Group’s Investment Objective is to provide shareholders with stable, long-term, inflation-linked (a) there is an agreement to lease the relevant income from a portfolio of social housing assets in property upon completion in place with an the United Kingdom with a focus on Specialised Approved Provider; Supported Housing assets. The portfolio comprises (b) planning permission has been granted in investments in operating assets and the forward respect of the site; and funding of pre-let development assets. The Group seeks to optimise the mix of these assets to enable (c) the Group receives a return on its investment it to pay a covered dividend increasing in line with (at least equivalent to the projected income inflation and so generate an attractive risk-adjusted return for the completed asset) during the total return. construction phase and before the start of the 1 lease. Investment Policy To achieve its Investment Objective, the Group For the avoidance of doubt, the Group will not invests in a diversified portfolio of freehold or acquire land for speculative development of social long leasehold social housing assets in the UK. housing assets. In addition, the Group may engage Supported Housing assets account for at least 80% third party contractors to renovate or customise of the Group’s gross asset value. The Group acquires existing social housing assets as necessary. portfolios of social housing assets and single social Gearing housing assets, either directly or via SPVs. Each asset The Group uses gearing to enhance equity returns. is subject to a lease or occupancy agreement with an Approved Provider. The rent payable thereunder The Directors will employ a level of borrowing is, or is expected to be, subject to adjustment in that they consider prudent for the asset class line with inflation (generally CPI) or central housing and will seek to achieve a low cost of funds while benefit policy. Title to the assets remains with maintaining flexibility in the underlying security the Group under the terms of the relevant lease. requirements and the structure of both the The Group is not primarily responsible for any Company’s portfolio and the Group. management or maintenance obligations under the 1 Approved by Shareholders on 10 February 2025. 22 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT The Directors intend that the Group will target a the maximum exposure to any one Approved level of aggregate borrowings over the medium- Provider will not exceed 35% of the Group’s gross term equal to approximately 40% of the Group’s asset value, however the maximum aggregate gross asset value. The aggregate borrowings will exposure to the top two Approved Providers will always be subject to an absolute maximum, not exceed 55%; calculated at the time of drawdown, of 50% of the the Group may forward fund social housing units Group’s gross asset value. in circumstances where there is an agreement Debt will typically be secured at the asset level, to lease in place and where the Group receives a whether over a particular property or a holding coupon (or equivalent reduction in the purchase entity for a particular property (or series of price) on its investment (generally slightly above properties), without recourse to the Group and or equal to the projected income return for having consideration for key metrics including the completed asset) during the construction lender diversity, cost of debt, debt type and maturity phase and before entry into the lease. Forward profiles. funding equity commitments will be restricted to an aggregate value of not more than 20% of Use of Derivatives the Group’s net asset value, calculated at the The Group may use derivatives for efficient portfolio time of entering into any new forward funding management. In particular, the Group may engage arrangement; in full or partial interest rate hedging or otherwise the Group will not invest in other alternative seek to mitigate the risk of interest rate increases investment funds or closed-ended investment on borrowings incurred in accordance with the companies (which, for the avoidance of doubt, Investment Policy as part of the Group’s portfolio does not prohibit the acquisition of SPVs which management. The Group will not enter into own individual, or portfolios of, social housing derivative transactions for speculative purposes. assets); Investment Restrictions the Group will not set itself up as an Approved The following investment restrictions apply: Provider; and the Group will only invest in social housing assets the Group will not engage in short selling. located in the United Kingdom; The investment limits detailed above apply at the the Group will only invest in social housing time of the acquisition of the relevant asset in the assets where the counterparty to the lease or portfolio. The Group will not be required to dispose occupancy agreement is an Approved Provider. of any investment or to rebalance its portfolio as a Notwithstanding that, the Group may acquire result of a change in the respective valuations of its a portfolio consisting predominantly of social assets or a merger of Approved Providers. housing assets where a small minority of such assets are leased to third parties who are not Approved Providers. The acquisition of such a portfolio will remain within the Investment Policy provided that at least 90% (by value) of the assets are leased to Approved Providers and, in aggregate, all such assets within the Group’s total portfolio represent less than 5% of the Group’s gross asset value at the time of acquisition; at least 80% of the Group’s gross asset value will be invested in Supported Housing assets; the maximum exposure to any one asset (which, for the avoidance of doubt, will include houses and/or apartment blocks located on a contiguous basis) will not exceed 20% of the Group’s gross asset value; SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 23
STRATEGY AND BUSINESS MODEL The Specialised Supported Housing properties owned Investment Strategy by the Group are leased to Approved Providers The Group specialises in investing in UK social housing, which are usually not-for-profit organisations with a focus on Specialised Supported Housing. The focused on developing, tenanting and maintaining strategy is underpinned by strong local authority housing assets in the public and private sometimes, demand for more social housing, which is reflected selectively, sectors. Approved Providers are approved in the focus on acquiring recently developed and and regulated by the Government with the majority refurbished properties across the United Kingdom. through the Regulator of Social Housing (or in The assets within the portfolio have typically been some instances, where the Group contracts with developed for pre-identified residents and in response care providers and charitable entities, the Care to demand specified by local authorities or NHS Quality Commission and the Charity Commission, commissioners. The existing portfolio comprises respectively). All of the Group’s existing leases are investments made into properties already subject linked to inflation, are long term and are fully repairing to a fully repairing and insuring lease with specialist and insuring – meaning that the obligations for Approved Providers in receipt of direct payment management, repair and maintenance of the property from local government (usually Registered Providers rest with the Approved Provider. regulated by the Regulator of Social Housing), as well as forward funding of pre-let developments. The The Group may take responsibility for funding the cost portfolio will not include any direct development or of planned maintenance and improvements to the speculative development investments. Following the property in order to improve the property’s energy amendments to the Company’s investment policy in efficiency and performance. Typically, the Government May 2022, the Group can accommodate more flexible funds both the rent of the individuals housed in lease structures. This flexibility may include leases Specialised Supported Housing and the maintenance with shorter terms and, in certain cases, the Group costs associated with managing the property. In may selectively take on the cost of funding planned addition, because of the vulnerable nature of the maintenance on some properties. residents, the rent and maintenance costs are typically paid directly by the local authority to the Approved In addition, we are continuing to progress the roll Provider. The rent paid by the Local Authority to the out of our risk-sharing clause in the Group’s existing Approved Provider on behalf of the residents is then Registered Provider leases. The aim of this clause paid to the Group via the lease. Ultimate funding for is to protect Registered Providers if factors beyond the rent typically comes from the Department for their control, such as a change in government policy Work and Pensions in the form of Housing Benefits. in relation to Specialised Supported Housing rents, reduce the amount of rent they are able to generate The majority of residents housed in Specialised from a property or properties that they lease from the Supported Housing properties require support and/ Group. In some such circumstances the clause allows or care. Care and support provision sits outside of for the Registered Provider to agree a new rent level the Group, being provided to the residents by a which is reflective of the revised circumstances. Should separate care provider regulated by the Care Quality the new rent level not be acceptable to the Group, Commission. The agreement for the provision of care the Group has the ability to re-assign or terminate the for the residents is between the Local Authority and lease. the care provider. The care provider is paid directly by the Local Authority with funding ultimately coming Business Model from the Department of Health and Social Care. The The Group owns and manages social housing Group has no direct financial or legal relationship properties that are leased to Approved Providers, with the care provider and the Group never has any being experienced housing managers (typically responsibility for the provision of care to the residents Registered Providers, which are often referred to as in the properties the Group owns. The care provider housing associations). The vast majority of the portfolio will often be responsible for nominating residents into is made up of Specialised Supported Housing homes the properties and, as a result, will normally provide which are residential properties that have been some voids cover to the Approved Provider should adapted or built such that care and support can easily they not be able to fill the asset (i.e. if occupancy is be provided to vulnerable residents who may have not 100%, it is often the care provider rather than mental health issues, learning difficulties, physical the Approved Provider that will cover the cost of the disabilities or a combination of diagnosis. Whilst we rent due on void units). Under the terms of the lease, have acquired operational properties, we focus on the Group is owed full rent regardless of underlying acquiring recently developed or adapted properties occupancy, but monitors occupancy levels and the in order to help local authorities meet increasing payment of voids cover by care providers, to ensure demand for suitable accommodation for vulnerable that Approved Providers are appropriately protected. residents. Local authorities are responsible for housing these residents and for the provision of all care and support services that are required. 24 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Assets that the Investment Manager sources for the partner for both construction and the acquisition of Group to maintain an investment pipeline have been the completed property. This is often more appealing recently developed and are either specifically designed to developers than having to work with two separate new build properties or renovated existing houses funders during the build of a new property as it or apartment blocks that have been adapted for reduces practical and relationship complexity. As well Specialised Supported Housing. The benefit of buying as strengthening developer relationships, forward recently developed or adapted stock is that it has funding enables the Group to have a greater portion been planned in response to Local Authority demand of new build properties in its portfolio which typically and is designed to meet the specific requirements of attract higher valuations, are modern and have been the residents. In addition, it enables the Group to work custom-built to meet the needs of the residents they with a number of high-quality developers on pipelines house, helping to achieve higher occupancy levels. of deals rather than being reliant on acquiring The Group benefits from the Investment Manager’s portfolios of already-built assets on the open market. significant experience forward funding residential This has two advantages: firstly, it enables the Group properties and other social infrastructure assets. The to source the majority of its deals off-market through Group will only provide forward funding when the trusted developer partners and, secondly, it ensures property has been pre-let to an Approved Provider and the Group has greater certainty over its pipeline with other protections, such as fixed-priced build contracts visibility over the long-term deal flow. and deferred developer profits, have been put in place to mitigate construction risk. As well as acquiring recently developed properties, the Group can provide forward funding to developers Since the Company’s IPO, the Group has built a of new Specialised Supported Housing properties. diversified, nationwide portfolio of assets leased to Being able to provide forward funding gives the Group a variety of Approved Providers, serviced by over a competitive advantage over other purchasers as it 100 care providers. enables the Group to offer developers a single funding Rent (£) Full Repairing and Insuring lease SUPR Primary 1 Approved #405268 Provider Rent (£) Rent (£) Local Authority Tenancy Agreement Inflation-linked income Contractual Agreement Residents SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 25
RISK MANAGEMENT and relies on their systems and controls. The Board The Board recognises that effective undertakes a formal review of the risks identified risk management is key to the Group’s by the Investment Manager, with the assistance success and that a proactive approach of the audit committee, twice a year to assess and challenge the effectiveness of the Company’s risk is critical to ensuring the sustainable management and internal control systems. The growth and resilience of the Group. Board, supported by the Audit Committee, reviews control reports from key service providers and By way of background, the Group focuses on a considers any internal control observations raised single sub-sector of the UK real estate market with by the external auditor as part of its assessment. A the aim of delivering an attractive, growing and description of the key internal controls of the Group secure income for shareholders. The Company has can be found on page 51. a specific investment policy, as outlined on pages The Investment Manager has responsibility 22 and 23, which is adhered to and for which for identifying potential risks at an early stage, the Board has overall responsibility. In February escalating risks or changes to risk, and relevant 2025, the Company received shareholder approval considerations and implementing appropriate to amend its investment policy, which will now mitigations which are recorded in the Group’s risk allow for a maximum exposure of 35% to any one register. Where relevant the financial model is stress Approved Provider, where it was previously restricted tested to assess the potential impact of certain risks to 30%. against the likelihood of occurrence. The Board The increase provides the Company with greater regularly reviews the risk register to ensure gradings flexibility in capital deployment while maintaining and mitigating actions remain appropriate. prudent diversification, and the Board continues to The Group’s risk management process is designed monitor concentration levels closely as part of its to identify, evaluate and mitigate (rather than ongoing risk oversight. eliminate) the significant and emerging risks Following the appointment of Atrato as the the Group faces and continues to evolve to Company’s new investment manager effective from reflect changes in the Group’s business and 1 January 2025, a comprehensive review of the operating environment. The process provides current risk framework was undertaken. reasonable, though not absolute, assurance and supports a disciplined approach to risk-informed In the Group’s 2025 Interim Report, it was decision-making aligned with the objective of reported that the principal risks and uncertainties long-term value creation for shareholders. remained unchanged during the period. Following the comprehensive review undertaken by the During the year, the Board has not identified or Investment Manager, two existing principal risks been advised of any failings or weaknesses in the were re-classified as non-material and two risks Group’s risk management and internal control that were previously deemed non-material were systems. elevated to principal risks. More information on the changes can be found in the Principal Risks and Uncertainties table on pages 27 to 31. As an externally managed investment company, the Company outsources key services to the Investment Manager and other service providers 26 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
Principal Risks and Uncertainties The table below sets out what we, the Board, believe to be the principal risks and uncertainties facing the Group. The table does not cover all of the risks that the Group may face. Additional risks and uncertainties not presently known to management or deemed to be less material at the date of this report may also have an adverse effect on the Group. Having conducted a full review of the Group’s existing risk register, the Investment Manager has assessed that the previous non-material risk of “Inflationary Pressures” should be captured within the Group’s Principal Risks. Risk Category: Credit Approved Provider Default Risk Description Mitigating Actions The default of one or more of the Group’s Approved Provider lessees could impact the rental income received from the relevant assets. If the Approved Provider cannot remedy the default, the Group may have to forfeit, assign or regear the relevant lease. This could lead to a temporary or sustained reduction in rental income. Under the terms of the Group’s Investment Policy and restrictions, no more than 35% of the Group’s Gross Asset Value may be exposed to one lessee, with no two lessees representing more than 55% of exposure. This restriction is in place to mitigate against the risk of significant rent loss in the event of an Approved Provider default. When a lessee defaults or when the Group believes it likely that a lessee would default on its lease obligations, the Group will look to move the impacted properties to another Approved Provider. The intention is to ensure both ongoing provision of services to residents, and, as much as possible, to preserve the income stream associated with the relevant properties. The Group is currently looking to restructure the agreements it has with Approved Providers to improve the security of the income it receives from them, subject to agreement with the relevant Approved Provider and the consideration of the Regulator of Social Housing. Risks with a negative outlook over the next year 4 Volatile Trading Market 5 Inflationary Pressures 9 Poor or Inadequate Housing Management Risks with a stable outlook over the next year 2 Non-payment of Voids by Care Providers 6 Regulatory Changes Impacting the Sector 8 Property Valuation Volatility 10 Debt Covenant Breaches 11 Health and Safety Non-compliance Risks with a positive outlook over the next year 1 Approved Provider Default 3 Potential Impact of Climate Change 7 Non-compliance with Regulatory Standards N New Principal Risk Principal Risks heat map The Board considers the principal risks to be those shown in the chart below. The principal risks are categorised by their 12 month outlook. Likelihood of risk happening High Low Low High Financial impact if risk happens 6 10 9 11 1 2 4 3 5 7 8 OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 27 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
RISK MANAGEMENT Risk Category: Credit Non-payment of Voids by Care Providers. Risk Description Mitigating Actions The Group has leases with Approved Providers under which Whilst the Group does not have a contractual relationship they are responsible for paying rent irrespective of resident with Care Providers, it monitors and engages with them to occupancy of the underlying property. ensure, as far as reasonably possible, that they are financially viable and operationally robust. Should a Care Provider The Approved Provider will usually mitigate this risk by experience a deterioration in financial performance, the entering into a Service Level Agreement (“SLA”) with a Care Group works with a wide range of alternative Care Providers Provider under which the Care Provider agrees to cover the who would be invited to step in to provide care services and rent in relation to any voids in the property (the Approved maintain void cover arrangements. Provider being unable to claim Housing Benefit for void units). Resident occupancy is also closely monitored by the Group, who proactively engages with Approved Providers and Care If a Care Provider enters financial difficulty and is unable Providers to optimise occupancy throughout the portfolio. to meet the terms of the SLA (specifically paying the contracted voids cover to an Approved Provider), this could have a negative impact on the financial performance of the Approved Provider, impinging its ability to pay the Group its rent. This risk is compounded if there is low occupancy or persistent voids in a property. Risk Category: ESG Potential Impact of Climate Change. Risk Description Mitigating Actions Changing weather patterns under projected climate change The Investment Manager’s sustainability team has been scenarios could physically damage the properties owned working with the operations team to assess the risk by the Group, reducing their value and impacting their that climate change poses to the Group’s properties operational viability. and ensuring that protections (or plans to implement protections) are put in place for any properties that are New regulatory standards (e.g. minimum EPC standards) deemed to be at high risk of material adverse impacts could require capital expenditure works to improve resulting from climate change. efficiency or result in a reduction in the economic utility of properties and their valuations if not undertaken. The key transition risks to the portfolio have been identified and qualitatively assessed. Physical risks to the portfolio The impact of the most prominent climate-related risks to have been assessed using analytical software and the out- the portfolio is assessed in detail in the Group’s Task Force puts of this analysis are demonstrated in the Group’s TCFD on Climate-related Financial Disclosures (“TCFD”) reporting. reporting. The Group believes that its reporting on climate change meets regulatory requirements and is reviewed on an ongoing basis to ensure continued compliance, in conjunction with the Sustainability Committee. The Group is actively working to upgrade the portfolio so that all properties meet the current legislative target (for England and Wales) of having an EPC rating of C or above from 2030. Risk Category: Economic Volatile Trading Market. Risk Description Mitigating Actions A volatile trading market for the Group’s shares could inhibit The Investment Manager and the Board review share its growth. Shareholders may also not be able to realise their performance on an ongoing basis. Normal share market shares at a price above or the same as they paid for the pricing management may be utilised by the Board, shares or at all. The Company’s shares have continued to be including share buybacks, enhanced reporting and investor traded at a discount to Net Tangible Assets (“NTA”), which engagement, within the regulated framework. is limiting the ability to raise additional capital and thereby grow the fund. 28 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Risk Category: Economic N Inflationary Pressures. Risk Description Mitigating Actions Inflation-linked rent reviews greater than those supported The Group’s portfolio benefits from annual inflation- by the current Rent Settlement could impact the ability linked leases with Approved Providers who claim Housing of Approved Providers to pay rent due under the leases of Benefit which is similarly inflation-linked (the current rent properties owned by the Group, since they would not be settlement from 2026 to 2036 permits increases of CPI + 1% matched by increases submitted to Housing Benefit. annually). There is therefore alignment between the Group’s contractual rental income and underlying Housing Benefit claims. To mitigate the risk of any future misalignment between contractual rent due and Housing Benefit claims, the Group has rolled out a risk-sharing clause that will link rental increases to the lower of CPI or prevailing government policy in relation to SSH rent increases. Risk Category: Legal, Tax & Regulatory Regulatory Changes Impacting the Sector. Risk Description Mitigating Actions Risk of changes to the social housing regulatory regime and It is important that the Group works with its Approved changes to government policy in relation to social housing Provider lessees to ensure that they engage with the and Housing Benefit policy. Regulator and respond proactively to any changes in regulation or policy. It is also important that the Group understands what, if any, impact it will have on their organisation and the properties leased to them. The Group frequently engages directly with the Regulator of Social Housing (“RSH”) to gain insight into any proposed regulatory changes reasonably expected to be implemented. The social housing regulatory regime, in which most of the Group’s lessees operate, provides a high degree of accountability and transparency. The Group has rolled out a risk sharing clause with 66% of its Approved Providers to re-balance the apportionment of risk between the parties, including mitigating changes in central government policy relating to Specialised Supported Housing (“SSH”). Risk Category: Legal, Tax & Regulatory Non-compliance with Regulatory Standards. Risk Description Mitigating Actions Should an Approved Provider lessee of the Group be The Investment Manager has established relationships deemed non-compliant by the RSH, in particular in relation with the Approved Providers with whom it works. The to financial viability, depending on the further actions of the Approved Providers keep the Investment Manager informed RSH it is possible that there may be a negative impact on of developments surrounding regulatory notices and the market value of the relevant leased properties. interactions with the RSH. Depending on the exposure of the Group to such an Where Approved Providers have been deemed non- Approved Provider(s), this in turn may have a material compliant, the Group seeks to work with them to help adverse effect on the Group’s NTA unless the matter is address issues identified by the RSH. The Group has leases in resolved through an improvement in the relevant Approved place with 10 Registered Providers that have been deemed Provider’s rating or the transfer of leases to an alternative non-compliant by the Regulator and is working with them Approved Provider. in the manner set out above. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 29
RISK MANAGEMENT Risk Category: Economic Property Valuation Volatility. Risk Description Mitigating Actions Property valuations are inherently subjective and uncertain, All of the Group’s property assets are independently valued particularly when market liquidity and transactional on a quarterly basis by a third-party valuer (currently Jones evidence is low. Market conditions, which may impact Lang LaSalle, a specialist property valuation firm), who are the creditworthiness of Approved Provider lessees, may provided with regular updates on portfolio activity by the adversely affect valuations. Investment Manager. The valuer inspects a proportion of the portfolio annually to ensure that desktop based valuations The Group portfolio is valued on a Market Value (investment) are appropriate. basis, which takes into account the expected rental income to be received under the leases in the future. This valuation The Investment Manager and Audit Committee meet with methodology provides a significantly higher valuation than the external valuers to discuss the basis of their valuations the vacant possession value of a property. In the event of and their quality control processes. an unremedied default of an Approved Provider lessee, Default risk of Approved Providers is mitigated in the value of those assets in the portfolio may be negatively accordance with the “Approved Provider default” principal affected. risk explanation provided above. Any changes could affect the Group’s NTA and the share In order to protect against loss in value, the Investment price of the Group. Manager’s operational team seeks routinely to visit each property in the portfolio, and works closely with the Group’s lessees to ensure, to the extent reasonably possible, their ongoing financial strength viability and that governance procedures remain robust through the duration of the relevant lease. Risk Category: Service Provider Poor or Inadequate Housing Management. Risk Description Mitigating Actions Approved Providers and care providers may face a number The Investment Manager undertakes proactive property of operational challenges (e.g. rising costs and labour inspections to review the physical condition of the Group’s shortages) heightening the risk of poor or inadequate properties, ensure lessee compliance with lease obligations housing management of the Group’s properties. and to observe the quality of services being provided to the Group’s residents. In addition, there is frequent engagement Poor property management services being provided to with the Group’s Approved Providers and Care Providers, the individuals in the Group’s properties could undermine along with quarterly operational and compliance surveys, to the benefits of SSH and cause reputational damage to collect data on the performance of the Group’s lessees and the Group which could negatively impact the Group’s properties. performance and/or the price of the Company’s shares. Individual cases of poor housing management at a property A key part of the Investment Manager’s due diligence or Approved Provider portfolio level may also reduce the pre-acquisition is to ensure that – whilst the Group has no referral demand for those properties, impacting the ability of contractual relationship with them and not responsible Approved Provider to pay rent to the Group. for the care they provide – the Care Provider attached to a project is capable to deliver the quality of care provided and financially robust to meet its void obligations. Most Care Providers are regulated by the Care Quality Commission (“CQC”), offering an additional layer of regulation and oversight. The Investment Manager operations team monitor the Care Providers on an ongoing basis. The team engage with Care Provider staff when carrying out property inspections, hold regular calls with Care Providers to which the Group has the largest exposure, monitor CQC ratings for those Care Providers relevant to the Group and track these ratings using an internal CQC register that the team updates on an ongoing basis. 30 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT Risk Category: Financial Performance Debt Covenant Breaches. Risk Description Mitigating Actions The borrowings the Group currently has and which the The Investment Manager monitors relevant debt covenants Group uses in the future may contain loan to value and on an ongoing basis. In the unlikely event that an event interest covenants ratios, alongside sustainability targets. If of default occurs under these covenants, the Group has property valuations and rental income significantly decrease, a remedy period during which it can potentially cure such covenants could be breached. The impact of such the covenant breach by either injecting cash collateral or an event could result in an increase in borrowing costs, utilising unencumbered property assets in order to restore a requirement for additional cash or property collateral, covenant compliance. payment of a fee to the lender, a sale of an asset or assets and/or the forfeiture of an asset(s) to a lender. Any of the above could result in a material decrease to the Group’s NTA. Risk Category: Legal, Tax & Regulatory Health and Safety Non-compliance. Risk Description Mitigating Actions Any non-compliance with Health and Safety (“H&S”) The contractual responsibility for making sure that the standards by an Approved Provider(s) of the Group could property is compliant sits with the Approved Provider lead to H&S issues for the individuals living in the properties and not the Group. However, to mitigate the risk of non- owned by the Group. This could have serious moral, compliance, the Investment Manager’s operations team reputational and financial implications for the Group. assess Health and Safety compliance by conducting property visits, issuing bi-annual compliance surveys sent to all Approved Providers and by engaging regularly with the senior teams at each Approved Provider. Compliance of the Group’s properties is also tracked on the internal REIT Risk Register, managed by the Investment Manager’s operations team. BELLFLOWER WAY SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 31
STAKEHOLDER ENGAGEMENT This section describes how the Board engages with its key stakeholders, how it considers their interests and the outcome of engagement when making its decisions, the likely consequences of any decision in the long term, and how the Board further ensures that it maintains a reputation for high standards of business conduct. The Group is committed to continual stakeholder engagement and implements a cycle of constant engagement at all stages of the Group’s investment lifecycle. Section 172(1) Statement HOW HAVE THE INVESTMENT MANAGER/ STAKEHOLDER WHY IS IT IMPORTANT TO ENGAGE? DIRECTORS ENGAGED? Investment from our shareholders plays an The way in which we engage with our shareholders is Shareholders important role, providing capital to ensure set out on page 49 in our Corporate Governance Report. we can deliver additional housing into the Specialised Supported Housing sector. Through the investment of private capital into an under-funded sector, we can achieve a positive social impact whilst ensuring our shareholders receive a long- term inflation-linked return. Our strategy is centred on leasing The Investment Manager monitors resident welfare Residents Specialised Supported Housing to through engagement with Approved Providers to Approved Provider lessees to house assess the quality of the service they are delivering to vulnerable adults. We remain focused on residents. The Investment Manager receives quarterly providing homes which offer the vulnerable reports from Approved Providers to ensure compliance adult residents greater independence than with health and safety standards. This information is institutional accommodation. considered in the context of qualitative information from discussions with Care Providers operating in each Approved Providers’ properties, market intelligence and feedback from the Investment Manager’s inspections. The Investment Manager does not generally engage with residents directly. Instead, day-to-day engagement is done by care providers and, to a lesser extent, Approved Providers. The Investment Manager is responsible for The Board maintains regular and open dialogue Investment executing the Investment Objective within with the Investment Manager at Board meetings, Manager the Investment Policy of the Company. supplemented by regular contact on operational and investment matters outside of meetings. 32 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT WHAT WERE THE KEY TOPICS OF WHAT WAS THE FEEDBACK OBTAINED AND THE OUTCOME OF THE ENGAGEMENT? ENGAGEMENT? Financial and operational performance. The Board and the Investment Manager continue to evaluate the benefits of deploying available capital or pursuing share buybacks Share price discount to NAV and potential in the context of shareholder feedback, market conditions and the rectification action. Company’s ambition for growth. The share price, potential share buybacks and The Board and Investment Manager consider shareholder concerns potential sales from the portfolio. when speaking to the Regulator of Social Housing and agreed to The regulatory environment of the keep shareholders updated of any developments. We understand the Specialised Supported Housing sector. importance of, and are committed to, working with Approved Providers Environmental, social and governance to address the concerns of the Regulator. considerations. The Investment Manager has enhanced environmental, social and Understanding the underlying concerns of governance considerations within its investment process, and within its shareholders that resulted in votes against own business in discussion with the Board’s Sustainability and Impact resolutions 3, 4, 5 and 13, at the Company’s Committee. Refer to Sustainability Report for more information. 2025 Annual General Meeting. During FY25, the Board consulted with a number of the Company’s The Company’s key service provider shareholders in accordance with Provision 5.2.4 of the AIC Code of appointments, including the Investment Corporate Governance in relation to the resolutions regarding Director Manager and broker arrangements. re-elections at the 2025 AGM. As disclosed within the Interim results to 30 June 2025, the feedback from the shareholder consultation has informed the Board’s subsequent actions and adjustments were made to the Company’s governance and strategic approach. Atrato was appointed as the Company’s new Investment Manager from 1 January 2025. We provide oversight of resident welfare Resident issues raised as a result of engagement through care by reviewing the Investment Manager’s providers are addressed with the relevant Approved Provider. due diligence on new acquisitions or Any compliance issues are remedied with any associated works developments prior to occupation. We undertaken. then monitor information provided by the The Group’s investment decisions are informed by the long-term needs Investment Manager on our Approved of the Approved Provider lessees and their residents. Provider lessees’ compliance with health and safety standards to ensure that residents are The Group has commenced a portfolio-wide EPC Upgrade Programme, looked after by the Group’s counterparties; which will deliver more efficient homes for our Approved Providers to we request updates on any health and safety house vulnerable adults safely and efficiently ahead of the anticipated issues every quarter. regulatory deadline. In addition to all matters related to the The Investment Manager produces quarterly reports for the Board, execution of the Company’s Investment detailing various governance and operational matters at the Board’s Objective, the Board engages with the request. Capital allocation is also considered with regard to the views of Investment Manager on developments in the the Board. market and updates from the Regulator of The Board closely monitored the transition process to the new Social Housing. Investment Manager, Atrato, to ensure that it was effective and The Board appointed a new Investment minimised disruption to the Group’s stakeholders. Manager, Atrato, from 1 January 2025. The collaboration between the Board, the former investment manager and Atrato ensured that the welfare of the residents of the Group’s properties was prioritised, operational performance was preserved and that progress continued with corporate initiatives whilst the transfer was affected. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 33
STAKEHOLDER ENGAGEMENT HOW HAVE THE INVESTMENT MANAGER/ STAKEHOLDER WHY IS IT IMPORTANT TO ENGAGE? DIRECTORS ENGAGED? Our relationship with Approved Providers The Investment Manager looks to maintain strong Approved is integral to ensuring rent is paid to the relationships with Approved Providers, having formal Providers Group and that properties are managed meetings with senior management at least every six appropriately. months as well as engaging more frequently on an ad- hoc basis on a variety of matters. Periodic operational The Group’s leases with Approved Providers surveys and biannual compliance surveys are provided are on fully repairing and insuring terms to the Investment Manager. – meaning that Approved Providers are responsible for management, repair and maintenance, in addition to tenanting the properties and claiming rents on behalf of the residents via Housing Benefit from the relevant local authority. Our Approved Providers house residents The Investment Manager meets periodically with Care who receive care and support from care the largest ten care providers, who supporting Providers providers. It is important to ensure that approximately half of residents across the portfolio, these vulnerable residents receive the best as part of its due diligence processes. In addition, the possible care. In addition, the care providers Investment Manager regularly meets and engages often cover the rental cost of void units so with care provider representatives when inspecting the we engage with care providers to ensure Group’s portfolio, when reviewing quarterly data and on our Approved Providers are able to pay our an ad-hoc basis when matters arise. rent in the event of persistent empty units. Therefore, whilst the Company has no contractual relationship with the care providers operating in the portfolio, they play an essential role in the occupancy levels of our properties and strong engagement with the Group ensures the best possible outcomes for our Approved Provider lessees and their residents. Local Authorities are responsible for When looking at a new acquisition, the Investment Local Manager engages with, or receives feedback from, identifying appropriate housing and care authorities for the individuals who live in the Group’s various departments within Local Authorities including properties. Commissioners and Housing Benefit officers. The Investment Manager will look to engage with a Local New acquisitions are assessed to ensure Authority in relation to an existing scheme if required that they meet the expectations of (for example, if a new care provider is needed). the relevant Local Authority in order to ensure that schemes are supported and that referrals are made as efficiently and considerately as possible. The Regulator of Social Housing (“RSH”) The Investment Manager has periodic contact with The regulates Registered Providers of social the RSH to understand the key concerns and priorities Regulator housing to ensure providers are financially for the Specialised Supported Housing Sector. viable, properly governed and are delivering on consumer standards. It is important to ensure that, as much as possible, the Group reflects observations made by the RSH in its investment structures and its engagement with its lessees. The Group’s investments in social housing The Investment Manager engages with its lenders Lenders assets are partly funded by debt. Prudent mainly via the reporting of financial and information debt financing is required to achieve the covenants under the existing loan agreements on a Group’s return targets. quarterly basis. All secured debt is long-term and it In addition, there are regular ad-hoc engagements in is important for the Group and the relation to general topics relating to the social housing Investment Manager to form a good sector as well as specific topics arising from the relationship with our debt provider partners financial and operational performance of the Group’s and provide them with all information and activities and future opportunities, and any other commentary required. general matters affecting the relationship between the Group and the lenders. 34 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT WHAT WERE THE KEY TOPICS OF WHAT WAS THE FEEDBACK OBTAINED AND THE OUTCOME OF THE ENGAGEMENT? ENGAGEMENT? The Investment Manager discussed a number Refer to the Investment Manager’s Report on pages 12 to 15. of topics with Approved Providers including Further detail on the progress of the stabilisation following the that properties are managed in accordance assignment of leases from Parasol to Portus (formerly Westmoreland), with their leases; financial reporting and the ongoing assignment away from My Space and the successfully governance; and specific property-related completed assignment from Pivotal to IHL is set out on pages 12 to 15. issues such as occupancy, health and safety issues, rent levels, management accounts and governance. During the year, the Investment Manager had significant engagement with a number of Approved Providers in relation to lease assignments. The Investment Manager engages with The Investment Manager will not consider deals where care providers care providers on the performance of do not meet the care or governance standards expected or where care the Approved Provider lessees including providers are unable to demonstrate the financial strength to meet health and safety compliance, property their obligations under a service level agreement. management by Approved Providers, their Following engagement, scopes of work have been updated with input financial and operational capacity for new from care providers to ensure future properties acquired or developed schemes, occupancy levels and financial meet the specific care needs of residents. performance. Whilst done at the relevant Local Authorities’ discretion, care providers have been changed where expectations around the standard of care were not met or where engagement identified care providers in financial difficulties. The aim of engagement with Local The Investment Manager will listen to feedback from local authorities and, where possible, will work with Approved Providers to improve and Authorities is, as much as possible, to ensure that the properties acquired by the Group upgrade properties to ensure that they meet ongoing commissioning are consistent with the requirements of the requirements. relevant Local Authority. The Group completed the pilot phase of its building efficiency upgrade Where necessary, Local Authorities will be programme across 11 properties. Refer to the Investment Manager’s engaged with directly post-acquisition Report on pages 13 and 14 for more detail. of a property to access ongoing demand levels and to determine any changes in commissioning strategy. The Investment Manager continues to work with the Boards of its Discussions with the RSH are focused on lessees to understand how best we can help them meet the standards ensuring the market evolves in line with of the RSH. Refer to the Investment Manager’s Report on pages 12 to its observations, and Registered Providers 15 for more detail. can best focus on addressing the RSH’s observations. The Group engaged on the following topics: The Group is fully compliant with its debt covenants. financial and information covenant reporting The Investment Manager’s pro-active engagement with the Group’s and active asset management activities lenders is welcomed by them and, to date, no concerns in relation to undertaken by the Group e.g. any other asset the performance of its loans have been raised by the lenders. management activity that requires lenders’ The Board continues to monitor compliance with debt covenants and consent. keeps liquidity under constant review to make certain the Group has sufficient headroom in its debt facilities. In June 2025, Fitch Ratings Limited reaffirmed the Group’s existing Investment Grade, long-term Issuer Default Rating (IDR) of ‘A-‘ and a senior secured rating of ‘A’ for the Group’s existing loan notes. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 35
STAKEHOLDER ENGAGEMENT Principal Decisions Principal decisions have been defined as those that have a material impact on the Group and its key stakeholders. In taking these decisions, the Directors considered their duties under section 172 of the Act. My Space Housing Solutions During the year, the Board announced that that an option agreement had been agreed with My Space Housing Solutions ahead of the approval of its company voluntary arrangement (“CVA”) proposal. The option arrangement allowed the Company to transfer all My Space leases within a 12-month period following completion of the CVA challenge period. Asset Disposals The Board decided to sell two non-performing properties at Oxford Grove to North Devon Council in line with book value. Change to Valuation Frequency In May 2025 the Board announced the change from a quarterly to bi-annual valuation of the Company’s portfolio, bringing the Company in line with the wider listed UK Real Estate sector. The Board believes this change is in the best interests of its shareholders as results in a reduction of ongoing costs to drive further efficiency savings. Increased Annual Target Dividend In May 2025, the Board increased the annual target dividend for the year ended 31 December 2025 to 5.622 pence per Ordinary share representing a 3.0% increase on the annual dividend paid in the previous financial year. The decision, which the Board believes was in the best interests of the Company’s shareholders, was driven by the successful progress made, at that time, on the transfer of the 38 properties from Parasol to Westmoreland; the cost reductions achieved following the appointment of Atrato Partners Limited; and the improvements in the Company’s earnings. Appointment of New Non-Executive Directors As part of the ongoing succession planning, during the year, the Company undertook a formal recruitment process led by the Nomination Committee, with the support of an independent search consultancy, for the appointment of new Board members. This process actively encouraged a diverse pool of candidates who could contribute specific skills and experience identified by the Board. The Board were pleased to announce the appointment of Bryan Sherriff as an Independent Non-Executive Director with effect from 1 January 2025, Fionnuala Hogan with effect from 10 November 2025 and Jos Short with effect from 1 March 2026. It was also announced that, as part of the Succession Plan for the Board, Ian Reeves would step down from his role as an Independent Non-Executive Director at the 2025 Annual General Meeting following an orderly handover. 36 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
GOVERNANCE FINANCIAL OTHER OVERVIEW STRATEGIC STATEMENTS INFORMATION REPORT BOARD APPROVAL OF THE STRATEGIC REPORT The Strategic Report has been approved by the Board of Directors and signed on its behalf by: Chris Phillips Chair 25 March 2026 MANOR ROAD SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 37
CHAIR’S LETTER WE REMAIN FOCUSED ON PROVIDING GOOD HOMES TO PEOPLE WITH CARE AND SUPPORT NEEDS THROUGHOUT THE UK.” Dear Shareholder, Independent Review of Investment I am pleased to introduce the Corporate Governance Management Arrangements Report for the year ended 31 December 2025. Following an independent review of the investment The Board recognises that a strong governance management arrangements for the Company, the framework contributes to the development and Board appointed Atrato Partners Limited (‘Atrato’), implementation of our strategy. It ensures that we, as the Company’s investment manager with effect as the Board, are provided with the right support, from 1 January 2025, succeeding Triple Point to ensure that we can effectively oversee progress Investment Management LLP. in the delivery of our strategy and challenge the Board & Governance Changes Investment Manager where appropriate. The succession plan for the Board has continued to Stakeholder Engagement be a key focus for the Nomination Committee. The Board’s engagement with the Group’s key In January and November 2025, we welcomed stakeholders has been of primary focus during the Bryan Sherriff and Fionnuala Hogan, respectively, period. Our investors are a vital consideration for as Non-Executive Directors, following a succession Board decisions. process led by the Nomination Committee, At our quarterly Board meetings, stakeholder views facilitated by an independent search consultancy, are considered through Board reports and updates Tyzack Partners, Neither the Directors nor the provided by the Investment Manager, particularly Company are connected to Tyzack Partners. their engagement and ongoing relationship with These appointments have further ensured that the Approved Providers. The Investment Manager the Board is equipped to carry out its duties assures us that it maintains regular dialogue to effectively and both Bryan and Fionnuala bring a encourage Approved Providers to continually wealth of property investment, development and improve their operations. management experience across commercial and residential sectors. A full overview of our engagement with all stakeholders is set out in more detail on pages 32 to 36. We will continue to engage openly with all our stakeholders to understand their views on governance and performance. 38 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION As announced in December 2024, Peter and I the UK Corporate Governance Code (January 2024) will be stepping down at the 2026 AGM. As part (the ‘UK Code’), as well as setting out additional of the succession plan, the Board announced the Provisions on issues that are of specific relevance to appointment of Jos Short as a Non-Executive Social Housing REIT plc. Director with effect from 1 March 2026. Jos will The Board considers that reporting against the succeed me as Chair when I step down at the Principles and Provisions of the 2024 AIC Code, Company’s 2026 AGM and Fionnuala will succeed which has been endorsed by the Financial Peter as Audit Chair. Reporting Council, provides more relevant information to shareholders. Annual General Meeting We are planning to hold our AGM in May 2026, The Company has complied in full with the and I look forward to the opportunity this provides Principles of the 2024 AIC Code. The 2024 AIC Code to meet with shareholders in person. The detailed is available on the AIC website (www.theaic.co.uk). arrangements will be communicated in our Notice of AGM. Compliance Statement Throughout the year ended 31 December 2025, the Board has considered the Principles and Chris Phillips Provisions of the AIC Code of Corporate Governance Chair (August 2024) (‘2024 AIC Code’). The 2024 AIC Code 25 March 2026 addresses the Principles and Provisions set out in FAIR OAK ROAD SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 39
BOARD OF DIRECTORS CHRIS PHILLIPS TRACEY FLETCHER-RAY PETER COWARD CECILY DAVIS Chair Senior Independent Director Non-executive Director Non-executive Director Appointed Appointed Appointed Appointed 17 July 2017 1 November 2018 17 July 2017 23 May 2023 Committee memberships Committee memberships Committee memberships Committee memberships Management Engagement Audit Committee Audit Committee (Chair) Sustainability & Impact Committee Management Engagement Management Engagement Committee Nomination Committee (Chair) Committee (Chair) Committee Nomination Committee Sustainability & Impact Principal external Principal external Principal external Committee appointments appointments appointments Nomination Committee Shetland Space Centre Limited True Potential Wealth Fieldfisher LLP (Partner) (Director) Management LLP (Member) 3M Homes Ltd (Director) Principal external appointments ChanceryGate Limited Southwark Charities (Trustee) Skills and experience Witherslack Group (CEO) (Director) Chris has extensive experience Skills and experience Matfen Hall Ltd (Director) of real estate and listed Skills and experience Cecily has significant legal, The Heat Vault Company Ltd companies. He was Managing Tracey has considerable construction and infrastructure (Director) Director of PB Securities, the expertise as an executive and experience gained from UK subsidiary of Prudential non-executive director in the Skills and experience 30 years as a construction Bache, for three years, before care and support sectors. Tracey Peter is a chartered and projects lawyer. Cecily joining Lombard Odier was previously a non-executive accountant with international is currently an Engineering, as the Managing Director director of L&Q Group, one commercial and corporate Procurement and Construction of its London broking of the UK’s largest housing finance experience. He has Partner at Fieldfisher and business. He then joined associations and developers, over 25 years’ experience Co-Head of Fieldfisher’s Africa Colliers International and and was managing director as a Senior Tax Partner at Group. She was formerly a after heading its residential of Caring Homes, a leading PricewaterhouseCoopers Partner at DLA Piper until consultancy business, became provider of care homes for specialising in property. Peter 2014 and Shadbolt & Co until the first Managing Director the elderly. She is currently a has worked with a wide range 2005. Cecily has extensive of Colliers Capital UK Limited Director of Witherslack Group, of firms, developing a thorough knowledge of the residential (Colliers commercial real a leading provider of specialist knowledge and understanding and affordable housing sectors, estate property fund). Having education and care for young of tax regimes worldwide, as having acted as non-executive served on the board of Places people with special educational well as organisational and director of both L&Q Group for People for 14 years, ten needs. project structuring to optimise and Places for People. She is a of them as Chair, Chris stood tax positions. board member of 3M Homes Tracey spent nearly two years as down from the role in January Ltd and a Trustee of Southwark managing director Care Sector 2021. Charities, which provides at Berendsen PLC, where she almshouses to local residents. was responsible for developing the company’s healthcare Cecily is a registered solicitor business, strategy and growth. with the Solicitors Regulation She also spent eight years at Authority, and holds a degree Bupa UK, holding Managing in construction law and Director roles in the care arbitration from King’s College home business, which involved London and a Master’s degree contracting with and providing in commercial law from the services on behalf of local University of Exeter. authorities and the NHS, and in Bupa Health Clinics. 40 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION BRYAN SHERRIFF FIONNUALA HOGAN JOS SHORT CHANGES TO THE Non-executive Director Non-executive Director Non-executive Director BOARD Bryan Sherriff joined the Appointed Appointed Appointed Board as an Independent 1 January 2025 10 November 2025 1 March 2026 Non-Executive Director with effect from 1 January 2025. Committee memberships Committee memberships Committee memberships Ian Reeves stepped down Audit Committee Audit Committee from the Board with effect Sustainability & Impact Management Engagement from the conclusion of the Committee (Chair) Committee 2025 AGM held on 19 May Principal external appointments 2025. Principal external Principal external appointments appointments Heylo Housing Group Limited Fionnuala Hogan joined (Chair) ColdSpring (Managing Director) Tall Stories Theatre Company the Board as Non-Executive Annington Homes (Deputy Places for People Scotland Limited (Chair Designate) Director with effect from Chair) (Director) 10 November 2025. Skills and experience George Heriot’s Trust (Governor) Jos Short has been Skills and experience Fionnuala is a non-executive Senior Director, Real Estate for Jos Short is a distinguished appointed to the Board as a director with deep expertise Lote Global Investments. real estate executive with over Non-Executive Director with in governance, real estate and two decades of experience in effect from 1 March 2026. Skills and experience corporate finance. She is an Bryan has over 30 years’ independent strategic advisor European property investment, Chris Phillips and Peter experience in property to proptech capital venture private equity and fund Coward will step down from investment, development and firm GroundBreak Ventures Inc. management. the Board at the conclusion management across the UK, and a trusted advisor to scaling of the Company’s 2026 Jos was previously Chief operating within both the startups and innovation-focused Annual General Meeting. Executive of Pricoa Property commercial and residential organisations. She previously Jos Short will succeed Chris Private Equity, the UK and sectors. Bryan is currently served as a non-executive as Chair and Fionnuala European subsidiary of managing director of ColdSpring, director of UK Commercial will succeed Peter as Audit Prudential Corporation US, which provides consultancy Property REIT Limited and has Chair. serving on the boards of Big services to institutional investors held board and committee Yellow Storage and Great and private client family offices. roles across private, public and Portland Estates. He also He is also a governor of George not-for-profit sectors. founded Internos Global Heriot’s Trust and a non- With over 30 years’ experience Investors, who worked with executive director of Hillcrest in financial reporting, risk major mandates including Places for People Scotland. managing Local Shopping management, M&A and REIT, prior to its divestment. Prior to his current roles, financing, she led the digital Internos Global Investors was Bryan has held a number of infrastructure and early-stage sold to Principal of the USA in development, investment and investment platform at the Noé asset management senior Group and founded RELab, late 2017. Jos formed a new positions and latterly Head of a global ecosystem linking firm in 2023, IREMIS, which is a Asset Management at Stockland technology with the built specialist pan-European hotel UK. In 2015, Bryan established environment. Earlier roles management fund. Drum Income Plus REIT plc include Joint Head, Global and was a key executive of Restructuring, Deutsche its investment manager until Pfandbriefbank and Managing November 2021. Bryan is a Director, Origination, Hypo Real Chartered Surveyor and is a Estate Bank. She is a Fellow Fellow of the Royal Institution of of the Institute of Chartered Chartered Surveyors (FRICS). Accountants in Ireland. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 41
INVESTMENT MANAGEMENT TEAM BEN GREEN STEVE WINDSOR NATALIE MARKHAM Principal Principal Chief Financial Officer Appointed Appointed Appointed November 2016 November 2016 November 2017 Ben is a principal at Atrato and Steve is a principal at Atrato and Natalie is responsible for the is responsible for leading the is responsible for leading the management of the finance function development and execution of development and execution of the for Atrato Group, including the social the firm’s long-term strategy. Ben firm’s long-term strategy. Steve housing investment funds. Natalie is a member of the Atrato Group is a member of the Atrato Group is a member of the Atrato Group Leadership Team and a member of Leadership Team and a member of Leadership Team and a member of the firm’s Investment Committee. the firm’s Investment Committee. the firm’s Investment Committee. Relevant skills and experience Relevant skills and experience Relevant skills and experience Over 25 years’ experience structuring Over 20 years’ experience Over 25 years’ experience in finance, and executing real estate and specialising in finance and risk specialising in real estate investment infrastructure transactions management funds Completed more than £3.5 billion Expertise in capital markets, risk Experienced in senior management of sale and leaseback transactions, management and financing positions and financial management with major occupiers, including roles within real estate Experienced in senior management Tesco, Barclays and the BBC and leadership roles Fellow of the Institute of Chartered Qualified Lawyer Accountants Highly experienced in strategic advisory work for major corporates Career highlights Career Highlights Career Highlights Co-founded Atrato and co-led the Co-founded Atrato and co-led the European CFO, Macquarie Global IPO of Supermarket Income REIT IPO of Supermarket Income REIT Property Advisors, member of MGPA European Management Team and Managing Director and Head of Partner and Head of EMEA Debt Director of the MGPA European European Structured Finance, Capital Markets and Risk Solutions, advisory business Goldman Sachs Goldman Sachs Manager, RSM Robson Rhodes, Held various roles across both audit and assurance Trading and Banking divisions at Goldman Sachs from 2000 Member of Goldman Sachs Investment Banking Risk Committee Advised numerous FTSE 100 firms on managing risk and financing their business 42 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION ADRIAN D’ENRICO MICHAEL CAREY ISABELLE SMITH Fund Manager Managing Director Head of ESG Appointed Appointed Appointed October 2024 May 2022 August 2023 Adrian is responsible for managing Michael is responsible for managing Isabelle is responsible for managing Social Housing REIT for the Group. the investment strategy of the Atrato Atrato’s ESG function and delivering Living business. SOHO’s sustainability strategy. Relevant skills and experience Relevant skills and experience Relevant skills and experience 15 years’ experience in real estate Oversaw Atrato’s takeover of the Specialist in ESG strategy, climate fund management Investment Manager contract for risk and sustainability advisory Social Housing REIT plc Over £2 billion transacted across Experience advising corporates commercial, alternative and social 16 years’ experience in real estate on ESG integration through EY’s real estate investment sustainability practice Deep expertise in affordable Co-founder of two social housing Postgraduate specialisation in housing, social real estate and focused investment platforms environmental law and policy supported housing Expertise spanning acquisition, Experience across fund development and portfolio management, investment, management development and strategy Experience across both institutional and entrepreneurial investment structures Career highlights Career highlights Career highlights Fund Manager, Funding Affordable Co-founder, Social Income Manager, Climate Change & Homes at Edmond de Rothschild Sustainability Services, EY Co-founder, Iken Group Head of Social Real Estate, Alpha Global Association of Risk Investment roles at Henley Real Capital Professionals (GARP) Sustainability Investment Management and and Climate Risk certification and Fund Manager, Henley FM Artisan Real Estate CFA Certificate in ESG Investing Fund Manager, AXA IM Alts Research and strategy roles at AXA IM Alts and Savills IM SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 43
CORPORATE GOVERNANCE Governance Framework Our Governance Framework demonstrates how we operate, representing the key governance arrangements through which the Board and its Committees can implement the highest standards of challenge and oversight. It is not an exhaustive list of every organisation or service provider that the Group has engaged with on governance matters. SHAREHOLDERS THE BOARD The Board is collectively responsible for promoting the long-term sustainable success of the Group and generating value for shareholders, whilst also remaining cognisant of its duties to its other stakeholders and its contribution to wider society. It does this by providing effective oversight over the management and conduct of the Group’s business, strategy and development. The Board determines the Company’s Investment Objective and Investment Policy, and reviews investment activity and performance. The Board maintains effective oversight of the Investment Manager and compliance with the principles and provisions of the 2024 AIC Code. The Board ensures the maintenance of a sound system of internal controls and risk management (including financial, operational and compliance controls) and reviews the overall effectiveness of systems in place. Further, the Board is responsible for approval of any changes to the capital, corporate and/or management structure of the Group. The Board delegates day-to-day management of the business to the Investment Manager, save for such matters reserved for the Board’s approval. To assist in carrying out its responsibilities, the Board has established four Committees. The Terms of Reference for each of the Board’s Committees are available to view on the Company’s website https://socialhousingreit.com/corporate-governance/. AUDIT MANAGEMENT NOMINATION SUSTAINABILITY & COMMITTEE ENGAGEMENT COMMITTEE IMPACT COMMITTEE COMMITTEE Assists the Board with Assists the Board by Assists the Board reviewing the effectiveness leading the recruitment with overseeing the Assists the Board with of the Group’s financial process for candidates development and reviewing the contractual reporting, maintaining an for the Board, ensuring implementation of the relationships of the appropriate relationship plans are in place for Group’s ESG strategy. See Investment Manager with the Group’s auditor orderly succession to the pages 60 to 61 for more and third-party service and monitoring the Board and overseeing the detail. providers, holding their internal control systems. development of a diverse performance to account. See pages 50 to 53 for pipeline. See pages 56 to See pages 54 to 55 for more detail. 58 for more detail. more detail. ALTERNATIVE INVESTMENT COMPANY FUND MANAGER SECRETARIAT Atrato Partners Limited is the Company’s current Hanway Advisory Limited is the Company Secretary. AIFM, and as such is responsible for portfolio The Board has access to the Company Secretary management and risk management of the Group who ensures that Board procedures are complied pursuant to AIFMD. The Investment Manager also with, advises the Board on all governance matters, provides certain property management services to and provides support to the Chair, the Board and the Group, including the preparation of budgets for its Committees to ensure statutory and regulatory the properties and coordinating with third parties requirements are met. providing services to the Group. Further information on the AIFM arrangements can be found on pages 54 to 55. Atrato Partners Limited provides Administration services to the Company. 44 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION KEY MATTERS RESERVED FOR THE BOARD Board membership and powers including the Establishing the overall control framework, London appointment and removal of Board members. Stock Exchange related matters, including the approval of communications to the London Stock Exchange, and communications with shareholders, other than announcements of a routine nature. Key commercial matters, including review of all The appointment, termination, and regular assessment of investments and divestments, and any significant changes the performance of the principal advisers, including the in lease terms. AIFM, Administrator, Tax Advisers, Legal Advisers, Financial Adviser, Company Secretary, Broker, Registrar, PR Adviser and Auditor. The approval of the budget and financial models. The approval of annual and half yearly financial reports, to 31 December and 30 June respectively, dividends, accounting policies and significant changes in accounting practices. The review of the adequacy of corporate governance The approval of the net asset value calculation prepared by the Administrator on a quarterly basis at 31 March, procedures. 30 June, 30 September and 31 December each year. The review of significant estimates and judgements of the The review of the risk register and the effectiveness of Group. internal controls. Approval of changes to the Group’s capital structure, Approval of any related party transactions subject to dividend policy, treasury policy, borrowing facilities further regulatory requirements. and any banking relationships, hedging strategy, cash management, the Group’s business strategy, acquisitions and disposals and capital expenditure. Oversight of the Group’s operations ensuring compliance with statutory and regulatory obligations. THE BIRCHES SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 45
CORPORATE GOVERNANCE Chris Phillips is the Chair of the Board. The Chair Board Meetings leads the Board and is responsible for the Board’s The Board meets formally at least on a quarterly overall effectiveness in directing the Group. The basis with additional meetings as they may decide Chair, in conjunction with the Company Secretary, are required from time to time. During 2025, ensures that accurate, timely and clear information the Board held four scheduled meetings and six is circulated to the Directors, and sufficient time additional Board meetings. is given in meetings to review all agenda items The Chair sets the agenda for the meetings and thoroughly. The Chair also ensures that any issues ensures, in conjunction with the Company Secretary, arising during Board meetings are followed up prior to each meeting, that the Directors receive on in a timely manner. He promotes a culture of accurate, clear and timely information to help openness and constructive debate to ensure the them to discharge their duties. For this purpose, effective contribution of all Directors, facilitating a the Board receives periodic reports from the co-operative environment between the Investment Investment Manager detailing the performance Manager and the Directors. The Chair encourages of the Group. The meetings focus on a review of Directors to critically examine information and portfolio performance and associated matters reports, constructively challenge the Investment such as pipeline, gearing, asset management, Manager and, where appropriate, to hold third-party occupancy, marketing/investor relations, peer group service providers to account. comparisons, regulatory matters, environmental and The Chair has established mechanisms to facilitate social matters and the impact of macroeconomic effective communication between shareholders and issues. the Board, thereby ensuring that their views, issues Board Membership and Meeting Attendance and concerns are considered as part of the decision- During the year four quarterly Board meetings and making process. six ad-hoc meetings were held. Individual Directors’ Tracey Fletcher-Ray is the Senior Independent attendance during the year to 31 December 2025 is Director. If required, the Senior Independent set out below: Director serves as a sounding board and General intermediary for the other Directors and Board Meetings Meetings Attended/ Attended/ shareholders. In addition to the Chair, the Senior Requiring Requiring Independent Director engages with shareholders Director Attendance Attendance or Directors if they have any issues or concerns, or if there are any unresolved matters that shareholders Chris Phillips (Chair) 9/10 1/1 or other Directors believe should be brought to her Ian Reeves CBE* 2/2 1/1 attention. Peter Coward 9/10 1/1 The responsibilities of the Chair and Senior Cecily Davis 7/10 1/1 Independent Director are available on the Tracey Fletcher-Ray 8/10 1/1 Company’s website. Fionnuala Hogan** 1/1 N/A The Directors bring a wealth of skills, experience Bryan Sherriff  10/10 1/1 and objective perspective to the Board, having held Jos Short*** N/A N/A senior positions across various sectors in industry and commerce. The Board Committees allow the * Ian Reeves stepped down from the Board on 19 May 2025 Directors to focus in greater detail and depth on ** Fionnuala Hogan was appointed to the Board with effect from key matters such as strategy, governance, internal 10 November 2025 controls and risk management. *** Jos Short was appointed to the Board with effect from 1 March 2026 Time Commitment Non-executive Directors are expected to devote Composition sufficient time to carry out their duties effectively. The Group has an independent non-executive Chair The expectation regarding time commitment is set and five independent non-executive Directors, out in the Directors’ letters of appointment. Directors including a Senior Independent Director, all of are required to disclose any potential external role whom are considered independent on and since and ensure it is approved by the Board prior to the their appointment. All Directors are independent of acceptance of any such appointment. During the the Investment Manager. 46 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION year ended 31 December 2025, the Board was the change of valuation frequency of the Group’s satisfied that all Directors were and remain able portfolio, from quarterly to bi-annually; to commit sufficient time to discharge their the valuation methodology of the Group’s responsibilities effectively having given due portfolio; consideration to their other commitments. the risks and related mitigations of the Group’s During the year, taking into consideration the time lease counterparties; commitment required and nature of their role with the Group, no Board member accepted any external monitoring of the pass-through rents received appointments that were considered significant. from two of the Group’s Approved Providers; The Directors’ other principal commitments are the standards of Approved Providers that had listed on pages 40 to 41. received a non-compliant rating by the Regulator of Social Housing and updates on regulatory Board Committees developments within the social housing sector; The Board has established a Management Engagement Committee, an Audit Committee, the declaration of the Company’s interim a Nomination Committee and a Sustainability & dividends; Impact Committee. Given that the Company has the Group’s due diligence processes including no executive Directors or other employees, the over property inspections; Board does not consider it necessary to establish a separate remuneration committee. The functions the risk profile of the Group and its and activities of each of the Committees are counterparties; described in their respective reports. the budget for general, administrative and Key Decisions of the Board in 2025 marketing expenses; During the year, matters considered by the Board the Group’s compliance with the REIT regime; included: the Group’s financial public relations and the Group’s longer-term strategy in terms of communication strategy; current initiatives and opportunities for growth both within and outside of the existing portfolio; the key performance indicators by which the Group measures success; analysis of the Group’s current and future lease terms; the review of quarterly management accounts; the appointment of Jos Short and Fionnuala the half yearly broker report regarding the Hogan to the Board as independent Non- Company’s share price rating, performance and Executive Directors, following a recommendation trading and NAV performance; from the Nomination Committee; analyses of the Company’s shareholder register; the appointment of Deutsche Numis as the the recommendations of its Nomination Company’s sole corporate broker and financial Committee with respect to Board diversity, adviser; succession planning and the current balance of a decision to increase the target dividend skills, experience and knowledge; to 5.622 pence per share for the year ended the recommendations of its Sustainability & 31 December 2025; Impact Committee; and the Investment Manager’s recommendation the quarterly reviews of corporate governance to conclude the stabilisation of 20 properties compliance, Group subsidiary activity and assigned from Parasol to Portus, the Investment depositary reports. Manager’s action to secure an option agreement and commence the assignment of properties away from My Space, the assignment of two properties from Pivotal to IHL and the recommendation to commence the sale of a number of non-core properties; SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 47
CORPORATE GOVERNANCE Performance Evaluation The Directors recognise that the evaluation process is a significant opportunity to review the practices and performance of the Board, its Committees, and the individual Directors and to implement actions to improve the Board’s effectiveness and contribute to the Group’s success. For the year ended 31 December 2025, the Board conducted a performance evaluation by completing a questionnaire to appraise and gather useful learnings on the functioning of the Board, its Committees and the individual Directors. The results of the questionnaire demonstrated that there was consensus that the performance and functioning of the Board remained effective. The Board considered that each of the Directors worked well together and that it demonstrated an appropriate mix of knowledge and skills to effectively discharge its duties. As set out below, the Board has made good progress on the recommendations arising from the internal Board evaluation carried out for the year ended 31 December 2024: Challenges Recommendations of next steps Actions taken to address challenges Service Providers The Board is encouraged to complete a During the year, the Board conducted a comprehensive review of its service providers, comprehensive and robust review of all its service to provide feedback to service providers to providers, resulting in the implementation of several ensure high quality service for an appropriate changes to enhance operational effectiveness and cost. service delivery. Professional Due to the upcoming change of directors, The Board maintains a strong foundation of skills Development as members of the Board reach the end of and expertise, and while no additional training their nine-year tenure, it is recommended has been undertaken to date, in recognition of the that there be enhanced focus on training importance of ongoing professional development, and development to continuously improve the Board will continue to review its training knowledge, skills and sector knowledge. needs to ensure the maintenance and further enhancement of its effectiveness and sector knowledge. Flow of Information Following the change of the Investment Board packs are received a week in advance to Manager, the Board is encouraged to ensure the Directors have sufficient time to review complete a review of the timing of the packs. information flow to ensure that there is sufficient time on key matters for discussion and scrutiny. A full performance evaluation of the Board, its Committees and the individual Directors will continue to be conducted annually. The Chair will annually consider an externally facilitated Board evaluation. 48 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Conflicts of Interest Professional Development The Group has a conflicts of interest policy that The Directors received a comprehensive induction has been approved by the Board and sets out the programme on joining the Board that covered approach to be adopted and procedures to be the Group’s investment activities, the role and followed where a Director, or such other persons to responsibilities of a Director and guidance on whom the Board has determined the policy applies, corporate governance and applicable regulatory has an interest which conflicts, or potentially may and legislative landscape. The Directors’ training conflict, with the interests of the Group. Under the and development are identified as part of the policy and the Company’s Articles of Association, Board evaluation process and addressed on a case the Board may authorise potential matters of by case basis. Each Director is fully aware that they conflict that may arise, subject to imposing limits or should take responsibility for their own individual conditions it deems appropriate when granting such development needs and take the necessary steps to authorisation. ensure they are wholly informed of regulatory and business developments. The Group reserves the right to withhold information relating to, or relevant to, a conflict matter from the During the year, the Directors received periodic Director concerned. Additionally, the Group may guidance on technical, regulatory and compliance exclude the Director from receiving information, changes at quarterly Board meetings, and on an ad- participating in discussions or taking part in Board hoc basis where necessary. decisions that concern the conflict matter, or in any Shareholder Engagement situation where the Chair considers that it would The Group encourages active interest and be inappropriate for such Director to participate or contribution from both its shareholders and receive such information. responds promptly to all queries received by the Procedures have been established to monitor actual Group. The Board recognises the importance of and potential conflicts of interest on a regular maintaining strong relationships with shareholders basis, including the requirement that any conflict and the Directors place a great deal of importance is disclosed at each Board Meeting, and the Board on understanding shareholder sentiment. is satisfied that these procedures are working The Investment Manager and the Group’s Financial effectively. Adviser regularly meet to discuss, amongst other The Investment Manager maintains conflicts of things, the views of the Company’s shareholders. The interest policies to avoid and manage any conflicts Group’s Corporate Broker speaks to shareholders of interest that may arise between themselves and regularly and ensures shareholder views are clearly the Group. The Investment Manager has established communicated to the Board. The Board takes a clear and robust framework to ensure that any responsibility for, and has a direct involvement in, conflicts of interest are appropriately governed that the content of communications regarding major includes: corporate matters. potential conflicts where the Investment The Board encourages shareholders to attend Manager is a party to the transaction; and vote on the resolutions at the Annual General Meeting, and to ask the Board any questions that the Investment Manager’s obligation to, as far they may have. as reasonably practical, exclusively offer all new investment opportunities to the Group; and The Chair makes himself available, as necessary, to speak to shareholders. In addition, the Chairs of the other conflict matters regarding the value, Board’s Committees make themselves available, quality or other terms relating to the acquisition as necessary, on significant matters related to their or disposal of assets from or to the Group or areas of responsibility when required. provision of debt funding by the Investment Manager to the Group. The Board is committed to providing investors with regular announcements on events affecting the Group. The Group publishes quarterly factsheets that are available to download, along with all other investor documentation, from the Group’s website www.socialhousingreit.com. During the year, the Group regularly engaged with shareholders. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 49
AUDIT COMMITTEE REPORT Audit Committee Meetings Attended/ Requiring Audit Committee Members Attendance Peter Coward (Chair) 4/4 Ian Reeves CBE* 1/2 Tracey Fletcher-Ray 4/4 Bryan Sherriff  4/4 Fionnuala Hogan** 1/1 * Ian Reeves stepped down as a Director with effect from 19 May 2025. ** Fionnuala Hogan was appointed as a Director with effect from 10 November 2025. make recommendations to the Board to put to Responsibilities the shareholders for their approval in general The Audit Committee has the primary responsibility meetings in relation to the appointment, of reviewing the financial statements and the re-appointment and removal of the external accounting principles and practices underlying auditor and to approve the remuneration and them, liaising with the external auditors and terms of engagement of the external auditor; reviewing the effectiveness of the Group’s internal controls. review and monitor the external auditor’s independence and objectivity and the The main role of the Audit Committee is to: effectiveness of the audit process, taking into provide formal and transparent arrangements for consideration relevant UK professional and considering how to apply the financial reporting regulatory requirements; and internal control principles set out in the liaise with the Group’s Tax Adviser in relation to 2024 AIC Code and to maintain an appropriate ensuring continuing compliance with the REIT relationship with the external auditors; regime; where requested, provide advice to the Board on whether the annual report and accounts, taken liaise with the Group’s external Valuer in relation as a whole, is fair, balanced and understandable to the valuation of the Group’s portfolio and the and provides the information necessary for process undertaken in determining the valuation; shareholders to assess the Group’s position and develop and implement a policy on the performance, business model and strategy; engagement of the external auditor to supply non-audit services, taking into account relevant monitor the integrity of the financial statements ethical guidance regarding the provision of non- of the Group and any formal announcements audit services by the external audit firm; relating to the Group’s financial performance and reviewing significant financial reporting report to the Board, identifying any matters judgements contained in them; in respect of which it considers that action or improvement is needed and make review the Group’s internal financial controls recommendations as to the steps to be taken; and the Group’s internal control and risk and management systems; report to the Board on how it has discharged its consider and report on the long-term viability of responsibilities. the business and assess the appropriateness of applying the going concern assumption; 50 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION The Audit Committee’s Terms of Reference for identifying the information needed to monitor can be found on the Group’s website at www. and manage these risks were robust. The Group has socialhousingreit.com/corporate-governance/. in place the following key internal controls: a risk register identifying risks and controls to Committee Membership mitigate their potential impact and/or likelihood The Audit Committee is chaired by Peter Coward and this is maintained by the Investment and currently comprises four members. In Manager subject to the supervision and oversight accordance with the AIC Code, the Chair of the of the Committee; Board is not a member of the Audit Committee. The Board is satisfied that at least one member a procedure to ensure that the Group can of the Audit Committee has recent and continue to operate as a REIT; relevant financial experience. Peter Coward is a internal control reports of the Investment qualified Chartered Accountant and was, until Manager, Administrator and Depositary, which the end of June 2016, a Senior Tax Partner at are reviewed by the Board; PricewaterhouseCoopers LLP specialising in property. The Board is also satisfied that the Committee, forecasts and management accounts prepared collectively, has competence relevant to the sector in by the Investment Manager and Administrator, which the Group operates. which allow the Board to assess performance; and As announced in December 2024, the nine year tenure of Peter Coward ends in 2026 and there is an agreed and defined Investment he will be stepping down as a Board member Policy, specified levels of authority and exposure at the conclusion of the 2026 AGM. As part of limits in relation to investments, leverage and the succession plan, the Board announced the payments. appointment of Fionnuala Hogan with effect from The Board also receives a quarterly depositary report. 10 November 2025. Fionnuala will be succeeding INDOS Financial Limited are responsible for cash Peter as Audit Chair, on conclusion of the 2026 AGM. monitoring, asset verification and oversight of the Group and the Investment Manager in performing Activities The Audit Committee meets at least three times its function under AIFMD. The Depositary reports a year to consider the annual report, interim its findings on a quarterly basis during which it report, any other formal financial performance monitors and verifies all new acquisitions, share announcements, and any other matters as specified issues, loan facilities, shareholder distributions and under the Committee’s Terms of Reference. The other key events. In addition, on an ongoing basis, Committee regularly reports to the Board on how the Depositary tests the quarterly management it discharged its responsibilities. During the year, accounts, bank reconciliations and performs a quarterly review of the Group when discharging its the Audit Committee discussed and considered duties. the external audit performance, objectivity and independence, the external auditor re-appointment, Taking into account the review of the reports accounting policies and alternative accounting provided and its knowledge of the business, the treatments, significant accounting judgements and Audit Committee has reviewed and approved estimates, and the risk register. any statements included in the annual report concerning internal controls and risk management Performance Evaluation and has determined that the effectiveness of the Refer to the Corporate Governance section on page internal controls was satisfactory. The principal risks 48 for further details on the performance evaluation. and uncertainties identified from the risk register Internal Control and Risk Management and a description of the Group’s risk management The Group has an ongoing process in place for procedures can be found on pages 26 to 31. identifying, evaluating and managing the principal and emerging risks faced by the Group. During the year, the Board carried out a robust assessment of the Group’s emerging and principal risks, which was further reviewed by the Audit Committee, and satisfied itself that the procedures SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 51
AUDIT COMMITTEE REPORT Revenue Recognition Significant Issues Considered by the Audit The Group’s revenue solely comprises rental Committee income from investment properties, and therefore, The Audit Committee considered the key it is integral that the underlying assumptions for accounting judgements underlying the preparation determining rental income are appropriate. Rental of the financial statements, focusing specifically on: income is recognised on a straight-line basis over Viability and Going Concern the lease term, thereby relying on the Investment The Board is required to consider and report on the Manager’s determination of the lease term based longer-term viability of the business as well as assess on whether they are reasonably certain the option the appropriateness of applying the going concern to extend the lease term will be exercised. The Audit assumption. Committee gained comfort from these assumptions by reviewing the external auditor’s analysis including The Audit Committee has taken account of the a review of the lease documentation, investigation solvency and liquidity position of the Group from of differences to actual revenue recognised in the the financial statements and the forecasted Group year compared to expectations, and how they cash flow information provided by the Investment challenged any significant assumptions made by the Manager and as a result considers that it is Investment Manager. appropriate to adopt the going concern basis of preparation of the financial statements. Internal Audit The Board has considered the appropriateness The Audit Committee has also considered the of establishing an internal audit function and, longer-term solvency and liquidity forecasts having regard to the structure and nature of the provided by the Investment Manager, including Group’s activities, has concluded that the function refinancing requirements, compliance with debt is unnecessary. The Audit Committee will review on covenants and UK REIT rules and as a result has a an annual basis the need for this function and make reasonable expectation that the Group will be able appropriate recommendations to the Board. to continue in business over the five-year period of its assessment. External Auditor, Audit Fees and Non-Audit Valuation of Property Portfolio Services The valuation of the Group’s property portfolio is An important responsibility of the Audit Committee fundamental to the Group’s statement of financial each year is to monitor the performance, objectivity position and reported results. and independence of the Group’s external auditor, currently BDO LLP (“BDO”). In evaluating BDO’s The valuations of the properties at the end of the performance, the Audit Committee examine the financial period were performed by Jones Lang effectiveness of the audit process, independence LaSalle (“JLL”), whom the Audit Committee considers and objectivity of the auditor, taking into to have sufficient local and national knowledge of consideration the length of tenure of the external social housing and Supported Housing and the auditor, the non-audit services undertaken during skills and knowledge to undertake the valuations the year and relevant UK professional and regulatory competently. The Audit Committee met with JLL to requirements, and the quality of delivery of its discuss the valuation methodology of the Group’s services. portfolio. The Audit Committee considered the underlying assumptions of IFRS valuation basis and portfolio valuation and gains comfort from the valuer’s methodology and other supporting market information. The Audit Committee has considered the subjectivity of the property valuations which could affect the NAV and share price of the Group, and these were discussed with the Investment Manager and the external auditor. 52 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION BDO were appointed as the external auditor of the BDO are prohibited from providing services to the Group on 18 July 2017, and a formal external audit Group that would be considered to jeopardise their tender process was undertaken in 2019. BDO were independence, such as tax services, bookkeeping recommended by the Audit Committee for and preparation of accounting records, financial re-appointment at the 2025 AGM and the resolution systems design and implementation, valuation was duly passed. We transitioned our lead BDO services, internal audit outsourcing and services partner for the 2022 audit following completion linked to the financing, capital structure and asset of the previous audit partner’s five-year term. In allocation. The Group’s non-audit services policy accordance with the Financial Reporting Council’s is reviewed annually by the Audit Committee to guidance, the audit will be put out to tender within ensure it continues to be in line with best practice. ten years of the initial appointment. Additionally, the The Committee annually reviews the level of non- audit partner must be rotated every five years and audit fees to ensure that the provision of non-audit is therefore next eligible for rotation following the services does not impair the auditor’s independence conclusion of the 2026 audit. or objectivity, taking into account the relevant The auditor attends the majority of the Audit regulations. The policy stipulates that the total fees Committee meetings and I, as Audit Committee paid to the auditor for non-audit services shall not Chair, have a number of meetings with the lead exceed 70% of the average statutory audit fees paid audit partner as required. The auditor works with the by the Group to the auditor over the preceding Investment Manager and discusses their findings three consecutive financial years. and recommendations with the Audit Committee. The total audit fee in relation to the 31 December In line with the recommendations set out in the 2025 year end audit of the Group and subsidiaries FRC’s Audit Committees and the External Audit: was £347,000 net of VAT (2024: £314,000). The total Minimum Standard and the requirements of the non-audit fees for the year ended 31 December FRC’s Ethical Standards for Auditors the Group has 2025 were £45,500 net of VAT in relation to the developed and implemented a non-audit services interim review (2024: £42,500). The ratio of non-audit policy. The policy sets out, relative to the statutory services fees to audit fees in the year was 13% audit fee, the services that the auditor is permitted (2024: 14%). to provide and the maximum fee that may be charged for non-audit services. In accordance with the policy, and to ensure that independence and objectivity are satisfactorily safeguarded, approval from the Audit Committee Peter Coward Chair must be obtained before the external auditor Audit Committee Chair is engaged to provide any permitted non-audit services where the fee exceeds £5,000. For non-audit 25 March 2026 services with a fee in excess of £10,000, approval must be sought from the full Audit Committee. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 53
MANAGEMENT ENGAGEMENT COMMITTEE REPORT Management Engagement Management Engagement Committee Meetings Attended/ Committee Members Requiring Attendance Tracey Fletcher-Ray (Chair) 1/1 Chris Phillips 1/1 Peter Coward 1/1 The Management Engagement Committee Responsibilities considered the terms of the Investment The principal duty of the Management Management Agreement to ensure it continued to Engagement Committee is to review and make accurately reflect the commercial arrangements recommendations on any proposed amendment to agreed between the Company and the Investment the Investment Management Agreement and keep Manager and was satisfied that this was the case. under review the performance of the Investment Manager. The Management Engagement Performance Evaluation Committee regularly reviews the composition of the Refer to the Corporate Governance section on key executives performing the services on behalf of page 48 for further details on the performance the Investment Manager and monitor and evaluate evaluation. the performance of other key service providers to the Group. Administration Arrangements On 18 September 2025, Atrato Partners Limited The Management Engagement Committee reviews took over the role of Administrator to the Group, its terms of reference at least annually and any replacing JTC (UK) Limited. changes are approved by the Board. The terms of reference can be found on the Group’s website at Management Arrangements www.socialhousingreit.com/corporate-governance/. The Company operates as an externally managed alternative investment fund for the purposes of Committee Membership AIFMD. The Management Engagement Committee is chaired by Tracey Fletcher-Ray and comprises of The Company’s AIFM and Investment Manager three members. The Management Engagement is Atrato Partners Limited (“Atrato”), who were Committee meets at least once a year and more appointed with effect from 1 January 2025, often when required. following the independent review of investment management arrangements. Prior to this Triple Point Activities Investment Management LLP (“Triple Point”) were During the year, the Management Engagement the Company’s AIFM and Investment Manager. The Committee conducted a comprehensive review AIFM agreement with Triple Point was terminated of the key agreements with its service providers, a with effect from 6 January 2025. Details regarding detailed review of the performance, composition, the early termination fee agreed between the personnel and fees of the Investment Manager, and Company and Triple Point can be found in Note 8 a review of the Group’s other corporate advisers and and were reported in the prior year annual report. key service providers. The discussion included an assessment of performance and suitability of the services provided, and a review of the termination period of each agreement. 54 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
Financial Year Ended 31 December 2025 AIFM Agreement with Atrato For the performance of the risk management function, which was set out within the AIFM Agreement and excluded the portfolio management aspect of the role, Atrato received an annual fee which equated to 3.5 basis points on net assets of up to £300 million, and 3.0 basis points for net assets above £300 million. The annual fee paid under the AIFM Agreement with Atrato for the year ended 31 December 2025 was nil (2024: £233,000). No performance fee was payable to Atrato. In its role as AIFM, the Investment Manager is responsible for portfolio management and risk management of the Group pursuant to AIFMD. The AIFM is licensed and regulated by the Financial Conduct Authority. Under the AIFM Agreement, Atrato is entitled to receive a management fee, which is payable by the Company on a quarterly basis and is based on a percentage of the Company’s market capitalisation at the end of each quarter (the ‘Management Fee’). The Management Fee is calculated using the following fee thresholds and rates: Market capitalisation threshold Relevant fee rate (per annum) Relevant fee rate (per quarter) Up to and including £150m 1.25 per cent. 0.3125 per cent. Above £150m and up to and including £300m 1.00 per cent. 0.25 per cent. Above £300m 0.70 per cent. 0.175 per cent. The annual fee paid to Atrato under the Investment Management Agreement for the year ended 31 December 2025 was £3.27 million (2024: Triple Point £4.65 million excluding the termination fee). Atrato, or any connected person nominated, has undertaken to invest in and hold an amount of shares in the Company equal to 25% of the Management Fee (after making an allowance for tax payable by Atrato). Atrato have agreed, subject to certain exceptions, not to dispose of such shares for a period of 12 months from the date of their acquisition. In the event that Atrato arranges and effects the sale of any properties at the direction of the Company, and the Company elects to return such value to shareholders, Atrato shall be entitled to a fee equal to 0.5% of the gross sale price of the relevant properties. The AIFM Agreement may be terminated by the Company or Atrato on 12 months’ written notice at any time. The AIFM Agreement may be terminated immediately by either party in certain circumstances including, if any resolution is passed or order is made for the winding-up of the other party or the other party has committed a material breach of the terms of the AIFM Agreement. Atrato are also entitled to be reimbursed for all disbursements, fees and costs payable to third parties properly incurred by them on behalf of the Group pursuant to provision of the services under the Investment Management Agreement. There were no performance, acquisition, exit or property management fees. Continuing Appointment of the Investment Manager The Management Engagement Committee has reviewed the continuing appointment of the Investment Manager and, based on the Group’s strong investment performance, deep sector expertise and counterparty relationships, the Committee is satisfied that their appointment continues to be in the best interests of shareholders as a whole. Tracey Fletcher-Ray Management Engagement Committee Chair 25 March 2026 OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 55 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
NOMINATION COMMITTEE REPORT Nomination Committee Nomination Committee Meetings Attended/ Members Requiring Attendance Chris Phillips (Chair) 1/2 Tracey Fletcher-Ray* 2/2 Cecily Davis 2/2 Former Members Ian Reeves CBE** N/A Bryan Sherriff*** N/A * Tracey Fletcher-Ray was appointed to the Nomination Committee with effect from 26 February 2025. ** Ian Reeves stepped down as a member of the Nomination Committee with effect from 26 February 2025. *** Bryan Sherriff was appointed to the Board and the Nomination Committee with effect from 1 January 2025 but stepped down as a member of the Nomination Committee with effect from 26 February 2025. The Committee also reviewed the time and Responsibilities significant commitments of the Board and satisfied The Nomination Committee’s main function is to itself that the Directors were able to commit lead the process for appointments, ensuring plans sufficient time to discharge their responsibilities are in place for orderly succession to the Board, effectively having given due consideration of external overseeing the development of a diverse pipeline for appointments. succession and any other matters as specified under the Committee’s Terms of Reference. This includes Succession Planning and Recruitment ensuring that any appointments and succession A key focus of the Nomination Committee during plans are based on merit and objective criteria, and, the year was the continued implementation of the within this context, promoting diversity of gender, long-term succession plan for the Board. Once a social and ethnic backgrounds, cognitive and decision is made to recruit an additional Director, personal strengths. under its Terms of Reference, the Nomination The Nomination Committee’s Terms of Reference Committee has the responsibility of identifying can be found on the Group’s website at and leading that process on behalf of the Board. www.socialhousingreit.com/corporate-governance/. A formal role description is created, which is based upon requirements identified from a review of the Committee Membership current balance of experience and skills, as well The Nomination Committee is chaired by Chris as having due regard to the benefits of diversity of Phillips and comprises of three members. gender, social and ethnic backgrounds, cognitive and personal strengths. Activities The Committee met twice during the year ended The Committee is then responsible for engaging 31 December 2025 to review the balance of skills with an independent external search consultant in and experience, the size and structure of the Board, order to facilitate the search, if this is considered and succession planning. necessary. In accordance with the Group’s Diversity Policy, the Committee must engage with an The Committee led the recruitment process for external search consultant that can commit to two new Non-Executive Directors, working with undertaking an open and transparent process that an independent external search consultant. The includes potential candidates from different social Committee identified and nominated Fionnuala and ethnic backgrounds. Hogan and Jos Short as Non-Executive Directors, for the approval of the Board. This is discussed in further detail below. 56 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION During the year, the Committee engaged executive All Directors submit themselves for election or search consultant, Tyzack Partners Limited (“Tyzack”) re-election on an annual basis. In accordance with to support in its recruitment process for the year the succession plan for the Board, Ian Reeves will be ended 31 December 2025. Tyzack provided a stepping down from the Board at the 2025 Annual longlist of candidates which was reviewed by the General Meeting and therefore will not be standing Committee to create a shortlist. Interviews then for re-election. All other Directors in office as at the took place with short-listed candidates and the date of this report are to be proposed for election or Committee. Following this process, the Nomination re-election at the 2025 Annual General Meeting. Committee recommended Fionnuala Hogan and Tenure Policy Jos Short to the Board for appointment as Non- The Board considers that the length of time each executive Directors and the Board approved these Director, including the Chair, serves on the Board appointments. Neither the Directors nor the Group should not be limited and has not set a finite tenure are connected with Tyzack. policy. Continuity, self-examination and ability to do In line with the Succession Plan for the Board, Chris the job are the relevant criteria on which the Board Phillips and Peter Coward are due to step down assesses a director’s independence. Length of service from the Board at the Annual General Meeting of current Directors and future succession planning in 2026. Jos Short will then succeed Chris as non- will be reviewed each year as part of the Board executive Chair and Fionnuala will succeed Peter as evaluation process. Audit Chair. Diversity and Inclusion Policy Performance Evaluation The Board has established and maintains a formal Refer to the Corporate Governance section on written diversity policy. page 48 for further details on the performance The Board’s objective is to maintain effective evaluation. decision-making, including the impact of succession planning. The Board recognises the Re-election of Directors benefits of all types of diversity and supports the The Board considers that the performance of each recommendations of the Hampton-Alexander Director continues to be effective and demonstrates the commitment required to continue in their Review and the Parker Review. All Board present roles, and that each Director’s contribution appointments will be made on merit, and promote continues to be important to the Company’s long- diversity of gender, social and ethnic backgrounds, term sustainable success. This consideration is cognitive and personal strengths, ensuring that based on, amongst other things, the business skills such appointment will develop and enhance the and industry experience of each of the Directors operation of the Board to best serve the Group’s (refer to the biographical details of each Director strategy. on pages 40 to 41), as well as their knowledge and The Board recognises the importance of diversity understanding of the Company’s business model. in the boardroom which introduces different The Board has also considered the other perspectives to the Board debate and considers contributions which individual Directors may make it to be in the interests of the Group and its to the work of the Board, with a view to ensuring shareholders to take into consideration diversity that: criteria when appointing a new individual to the Board. In line with the Company’s succession plan, (i) the Board maintains a diverse balance of skills, when undertaking the appointment of a new knowledge, backgrounds and capabilities Director, the Nomination Committee will instruct leading to effective decision-making; an external search consultancy to undertake an open and transparent process that includes (ii) each Director is able to commit the appropriate potential candidates from different social and ethnic time necessary to fulfilling their roles; and backgrounds. (iii) each Director provides constructive challenge, Members of the Board should collectively possess strategic guidance, offers specialist advice and a diverse range of skills, expertise, industry holds third-party service providers to account. knowledge and business. The Board will continue to monitor diversity, taking such steps as it considers appropriate to maintain its position as a meritocratic and diverse business. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 57
NOMINATION COMMITTEE REPORT FCA UK Listing Rule Diversity Targets In accordance with the UK Listing Rules of the FCA, the Group is required to report on whether the following targets on board diversity have been met, as at 31 December 2025: a) at least 40% of individuals on the Board are women; b) at least one of the senior Board positions (defined by the FCA as either the SID, CEO or CFO) is held by a woman; and c) at least one individual on its Board is from a minority ethnic background. The following table sets out the gender and ethnic diversity of the Board as at 31 December 2025 in accordance with the FCA’s UK Listing Rules. These diversity disclosures have been approved by all the Directors: Number of senior Number of Board Percentage of the positions on the Gender Diversity members Board Board* Men 3 50 1 Women 3 50 1 Not specified/prefer not to say Ethnic Diversity White British or other White (including minority white groups) 5 83.33 2 Mixed/Multiple Ethnic Groups Asian/Asian British Black/African/Caribbean/Black British 1 16.67 * Senior positions include Chair and Senior Independent Director. As at 31 December 2025 and the date of this report, the Board had met all the FCA’s targets with respect to diversity and in accordance with the Diversity Policy adopted by the Board, remains committed to pursuing the benefits of a diverse Board. As an externally managed investment company with solely independent, Non-executive Directors, the Group does not have a Chief Executive or a Chief Financial Officer and has no employees. Accordingly, no disclosures regarding executive management positions have been included. Chris Phillips Nomination Committee Chair 25 March 2026 58 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION CHURCH STREET SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 59
SUSTAINABILITY & IMPACT COMMITTEE REPORT Sustainability & Impact Sustainability & Impact Committee Meetings Attended/ Committee Members Requiring Attendance Bryan Sherriff  (Chair) 3/3 Tracey Fletcher-Ray 3/3 Cecily Davis 3/3 Ian Reeves* 1/1 * Ian Reeves stepped down as a Chair of the Committee with effect from 19 May 2025. report and discussed the Company’s participation in Responsibilities The Sustainability & Impact Committee’s main external sustainability assessments. function is to oversee the development and EPC Upgrade Programme implementation of the Company’s ESG strategy, The UK Government has confirmed its ambition to and the resultant impact on the social value that have all rented properties achieving a minimum the Company provides to the UK housing market. EPC rating of ‘C’ by 2030. The ESG strategy forms a key component of our wider strategic initiatives and is central to delivering Following a successful pilot in FY24, the Company sustainable value for our shareholders and providing has been actively working on rolling out its EPC good homes to people with care and support needs Upgrade Programme to improve EPC ratings across throughout the UK. the portfolio so that all properties have a rating of C or better by 2030. In FY25, 34 properties were Our commitment to transparency can be seen upgraded through the EPC upgrade programme, through our sustainability-related targets and the first step of the programme which will run over ongoing disclosure of our performance. the next three years with a budget of £2.5 million The Sustainability & Impact Committee’s Terms of from the Company’s contribution, the remaining Reference can be found on the Group’s website at costs being funded by public funding. www.socialhousingreit.com/corporate-governance/ Under the programme, properties are being upgraded systematically, with works prioritised Committee Membership based on the following rationale: Bryan Sherriff was appointed as chair of the Sustainability & Impact Committee and following prioritising properties with a greater percentage the retirement of Ian Reeves at the Company’s 2025 of public funding available to minimise the cost AGM. The Committee currently comprises of three to the Company; members. prioritising the lowest EPC-rated properties to Activities deliver the most improvement; The Committee met three times during the year ended 31 December 2025, to oversee the refresh prioritising empty properties to minimise disruption to residents; and of the Company’s Sustainability Strategy and materiality assessment process, monitor progress considering lessee engagement to encourage made in respect of the EPC Upgrade Programme support for the programme. project and understand learnings from that project, and to oversee progress made with regards to the The EPC Upgrade Programme is expected to run Company’s net zero target. through to 2028, improving the thermal efficiency and environmental credentials of the Company’s During the year, the Committee also considered homes, meeting legislative targets and enhancing whether the Company’s Sustainability Report for the value for shareholders, whilst benefiting both the year ended 31 December 2025 should be a separate environment and residents. 60 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION emissions in line with 1.5°C. The Company’s targets Net Zero Target were validated and approved by SBTi post-year end During FY25, the Company completed a review of in February 2026. its emissions reduction target to evaluate the target baseline, scope and coverage. The Company found Further information on the Company’s targets that given the enhancements made to its emissions and decarbonisation pathway can be found in the data and calculation processes within its first full Sustainability Report on pages 81 to 82. GHG Inventory published in the FY24 Annual Report, the FY24 full year baseline is both a more accurate Performance Evaluation and complete baseline for an emissions reduction Refer to the Corporate Governance section on target. page 48 for further details on the performance evaluation. A workstream was subsequently established to enhance the Company’s emissions reduction Key areas of Focus for 2026 ambitions by developing targets in line with the Looking ahead to 2026, the Sustainability & Impact Science Based Target initiative’s (“SBTi”) Building Committee will: Guidance (near-term and building Net Zero target) continue to oversee the development and and Corporate Guidance (other Scope 3 emissions): embedding of the ESG strategy with regular Near-term target reviews of sustainability targets and performance against sustainability-related objectives; SOHO commits to reduce in-use operational GHG emissions of owned and leased buildings oversee the ongoing commitment to reduce 2 48.5% per m by 2030 from a 2024 base year. portfolio emissions; and Net-zero targets consider the implementation of a portfolio- SOHO commits to reduce in-use operational wide EPC Update Programme, following the GHG emissions of owned and leased buildings successful completion of the eco-retrofit pilot 2 98.3% per m by 2050 from a 2024 base year. project. SOHO commits to reduce other Scope 3 emissions 90% by 2050 from a 2024 base year. The Company submitted these refreshed emissions reductions targets (both near term and Net Zero) to Bryan Sherriff SBTi for validation in November 2025, reflecting the Sustainability & Impact Committee Chair Company’s commitment to reducing its value chain 25 March 2026 FAIR OAK ROAD SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 61
DIRECTORS’ REMUNERATION REPORT Annual Statement Dear Shareholder, I am pleased to present the Directors’ Remuneration Report on behalf of the Board for the year ended 31 December 2025. It is set out in two sections in line with legislative reporting regulations: Directors’ Remuneration Policy (on pages 63 to 64) – This sets out our Remuneration Policy for Directors of the Company that has been in place since 16 May 2024, following approval by shareholders. Annual Report on Directors’ Remuneration (on pages 65 to 67) – This sets out how the Directors were paid for the year ended 31 December 2025. There will be an advisory shareholder vote on this section of the report at our 2026 AGM. Prior to our IPO in August 2017, the Group introduced a remuneration framework to ensure that remuneration was aligned with best market practice whilst attracting and securing the right non- executive Directors to deliver our investment objectives. The scale and structure of the Directors’ remuneration was determined by the Company in consultation with the Group’s Financial Adviser, having been benchmarked against companies of a similar size in the sector and having regard to the time commitment and expected contribution to the role. The Group does not have any executive Directors or employees, and, as a result, operates a simple and transparent remuneration policy with no variable element, that reflects the non-executive Directors’ duties, responsibilities and time commitment. Discretion Exercised under the Directors’ Remuneration Policy At the date of this report, no discretion is intended to be exercised under the Directors’ Remuneration Policy. We value engagement with our shareholders and appreciate the constructive feedback we receive and we look forward to your support at the forthcoming AGM. Chris Phillips Chair 25 March 2026 62 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION DIRECTORS’ REMUNERATION POLICY Approval of Remuneration Policy Our Directors’ Remuneration Policy was last approved by shareholders at the Annual General Meeting of the Group held on 19 May 2025 and became effective from the conclusion of that meeting. In accordance with section 439A of the Companies Act 2006, the policy will remain in effect until it is next presented to shareholders for renewal of that approval, which must occur at intervals of not more than three years. Should the Remuneration Policy be varied prior to that time, shareholder approval for the revised Remuneration Policy will be sought. The policy applies to the Company’s non-executive Directors. Remuneration Policy Overview The Group’s objective is to have a simple and transparent remuneration structure, aligned with the Group’s strategy. The Group aims to provide remuneration packages with no variable element, designed to retain non- executive Directors with the skills and experience necessary to maximise shareholder value over the long term. The remuneration packages for the recruitment of non-executive Directors will be determined with reference to the remuneration packages offered by comparable businesses. Policy Table The Directors are entitled only to the fees as set out in the table below from the date of their appointment. No element of Directors’ remuneration is subject to performance factors. Component Operation Link to strategy Annual Fee Each Director receives a basic fee which is paid The level of the annual fee has been set to attract on a monthly basis. and retain high calibre Directors with the skills and experience necessary for the role. The total aggregate fees that can be paid to the Directors in any given financial year are calculated The fee has been benchmarked against in accordance with the Company’s Articles of companies of a similar size in the sector, having Association. regard to the time commitment and expected contribution to the role. Additional Fees The Directors are each entitled to an additional The additional fee in connection with the fee of £7,500 payable on the production of any production of every prospectus has been prospectus by the Group. included in recognition of the additional time commitment and contribution required in the A Director who performs services, which in the preparation of a prospectus by the Company. opinion of the Board, are outside the scope of the ordinary duties of a non-executive director, The additional fee for services outside the scope may also be paid such extra remuneration or may of ordinary duties provides flexibility for a Director receive such other benefits as the Board may to be awarded additional remuneration as determine. compensation, when considered appropriate, to ensure the effective functioning of, or to further the Company’s aims. Other benefits Article 18.5 of the Company’s Articles of In line with market practice, the Company will Association permits for any Director to be repaid reimburse the Directors for expenses to ensure expenses incurred in attending or returning that they are able to carry out their duties from meetings of the Board, Board Committee effectively. meetings or shareholder meetings or otherwise in The Directors do not currently receive any connection with the performance of their duties additional benefits; however the Board has as Directors of the Company. included the power to offer the additional The Board has the power to pay and agree to benefits as specified to create flexibility in the pay gratuities, pensions or other retirement, approach to retain or attract high calibre Board superannuation, death or disability benefits to members. (or to any person in respect of) any Director or ex-Director and for the purpose of providing any such gratuities, pensions or other benefits to contribute to any scheme or fund or to pay premiums. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 63
DIRECTORS’ REMUNERATION POLICY Service Contracts The Directors are engaged under letters of appointment and do not have service contracts with the Company. Directors’ Term of Office Under the terms of the Directors’ letters of appointment, each directorship is for an initial period of 12 months and thereafter terminable on three months’ written notice by either the Director or the Company. In accordance with the 2024 AIC Code, all Directors are subject to annual re-election by shareholders at each AGM and, accordingly, with the exception of Chris Phillips and Peter Coward, shall be submitting themselves for re-election at the Company’s 2026 AGM. Policy on Payment for Loss of Office The Directors are entitled to payment of the fees as specified above, notwithstanding termination of their appointment, for the initial period of 12 months from the date of their appointment. Thereafter, there is no compensation payable upon termination of office as a Director of the Company. Consideration of Shareholder Views The Company is committed to ongoing shareholder dialogue and takes an active interest in voting outcomes. Where there are substantial votes against resolutions in relation to Directors’ remuneration, the Company will seek the reasons for any such vote and will detail any resulting actions in the Directors’ Remuneration Report. HIRSTLANDS 64 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION ANNUAL REPORT ON DIRECTORS’ REMUNERATION Consideration of Remuneration Matters The Board does not consider it necessary to establish a separate remuneration committee as it has no executive Directors. The Board as a whole considers the remuneration of the Directors. Single Total Figure (Audited Table) Former Non- Executive 1 6 Non-Executive Directors Directors 5 Chris Phillips Peter Coward Cecily Davis Tracey Fletcher-Ray Fionnuala Hogan Ian Reeves CBE Annual fee for the year ended December 2025 and expected fees the year ended 2 December 2026 £75,000 £50,000 £50,000 £50,000 £50,000 N/A 3 Additional Fee 4 Other taxable benefits Total 2025 £75,000 £50,000 £50,000 £50,000 £7,051 £19,169 2024-2025 % Annual Change 0% 0% 0% 0% N/A (61.7%) Total 2024 £75,000 £50,000 £50,000 £50,000 £50,000 2023-2024 % Annual Change 0% 0% 64% 0% 0% Total 2023 £75,000 £50,000 £30,513 £50,000 £50,000 2022-2023 % Annual Change 0% 0% N/A 0% 0% Total 2022 £75,000 £50,000 £50,000 £50,000 2021-2022 % Annual Change 0% 0% N/A 0% 0% Total 2021 £75,000 £50,000 £50,000 £50,000 1 Fionnuala Hogan was appointed with effect from 10 November 2025. 2 The Directors are paid a fixed annual fee. The fees do not have any variable or performance related elements; however, the Directors are entitled to an additional fee of £7,500 in connection with the production of every prospectus prepared with a fundraising by the Group. Refer to the Directors’ Fees section below. 3 The Directors received no additional fees for the year ended 31 December 2025. 4 The Company does not provide a pension, retirement or similar benefits. 5 % change in fee is in relation to additional fees for the prospectus in 2020 at £7,500 per Director. 6 Ian Reeves resigned from the Board with effect from 19 May 2025. Directors’ Fees The Directors are each paid an annual fee of £50,000 other than the Chair who is entitled to receive an annual fee of £75,000. In addition to the annual fee, each Director is entitled to an additional fee of £7,500 in connection with the production of every prospectus prepared with a fundraising by the Group in recognition of the additional time contribution and commitment required. No Director received this additional fee during the year ended 31 December 2025. Any Director who performs services, which in the opinion of the Board are outside the scope of the ordinary duties of a non-executive director, may also be paid such extra remuneration or may receive such other benefits as the Board may determine. The additional fees are treated as a cost of issue not included as an expense through the Statement of Comprehensive Income. Directors are further entitled to recover all reasonable expenses properly incurred in connection with performing their duties as a Director. Directors’ expenses for the year ended 31 December 2025 No other remuneration was paid or payable during the year to any Director. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 65
ANNUAL REPORT ON DIRECTORS’ REMUNERATION Statement of Directors’ Shareholding and Share Interests (Audited Table) Outlined are details of the Directors’ shareholdings as at 31 December 2025. The Directors are not required to hold any shares of the Company by way of qualification. A Director who is not a shareholder of the Company shall nevertheless be entitled to attend and speak at shareholders’ meetings. Percentage of Number of shares held as at Number of shares held as at issued share capital as at Director* 31 December 2024 31 December 2025 31 December 2025 Peter Coward 80,076* 80,076* 0.02% Cecily Davis 0 0 0.00% Tracey Fletcher-Ray 37,735 37,735 0.01% Fionnuala Hogan N/A** 0 0.00% Chris Phillips 54,854*** 54,854*** 0.01% Ian Reeves CBE 0 N/A**** 0.00% Bryan Sherriff N/A***** 0 0.00% * 55,076 Ordinary Shares were subscribed through Peter Coward’s self-invested personal pension. ** Fionnuala Hogan was appointed on 10 November 2025. *** 25,000 Ordinary Shares were subscribed through Chris Phillips’ self-invested personal pension with the balance subscribed by Centaurea Investments Limited. **** Ian Reeves resigned from the Board on 19 May 2025. ***** Bryan Sherriff was appointed on 1 January 2025. Total Shareholder Return The graph below illustrates the total shareholder return of the Company’s Ordinary Shares over the period relative to a return on a hypothetical holding over the same period in the FTSE All-Share Index and the FTSE EPRA/NAREIT UK Index. These indices have been chosen as they are considered to be the most appropriate benchmarks against which to assess the relative performance of the Company as the FTSE All Share represents companies of a similar capital size, and the constituents of the FTSE EPRA/NAREIT UK Index are UK based real estate companies. 80% 60% 40% 20% 0% -20% -40% -60% 07/08/2017 07/10/2017 07/12/2017 07/02/2018 07/04/2018 07/06/2018 07/08/2018 07/10/2018 07/12/2018 07/02/2019 07/04/2019 07/06/2019 07/08/2019 07/10/2019 07/12/2019 07/02/2020 07/04/2020 07/06/2020 07/08/2020 07/10/2020 07/12/2020 07/02/2021 07/04/2021 07/06/2021 07/08/2021 07/10/2021 07/12/2021 07/02/2022 07/04/2022 07/06/2022 07/08/2022 07/10/2022 07/12/2022 07/02/2023 07/04/2023 07/06/2023 07/08/2023 07/10/2023 07/12/2023 07/02/2024 07/04/2024 07/06/2024 07/08/2024 07/10/2024 07/12/2024 07/02/2025 07/04/2025 07/06/2025 07/08/2025 07/10/2025 07/12/2025 66 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Relative Importance of Spend on Pay The table below shows the total spend on remuneration compared to the distributions to shareholders by way of dividends, share buybacks and the management fees incurred by the Company. As the Group has no employees, the total spend on remuneration comprises solely of the Directors’ fees. Director* 2025 2024 Directors’ fees £301,218 £275,000 Dividends paid £21,961,422 £21,483,270 Share buybacks Management fee £3,265,305 £7,814,425* * This figure includes both management fees and termination fees. Please see Note 8 for further information. Consideration of Shareholder Views During the year, the Company did not receive any communications from shareholders specifically regarding Directors’ pay. At the Annual General Meeting held on 19 May 2025, a resolution to approve the Directors’ Remuneration Report was put to shareholders and passed by way of a poll. The results of the voting were as follows: Voting Voting Total Votes Votes for % against % validly cast withheld Remuneration Report 171,420,363 99.71 507,106 0.29 171,927,469 164,180 In accordance with s439 of the Companies Act 2006, companies are required to seek shareholder approval of the annual remuneration paid to directors every year and to formally approve the directors’ remuneration policy on an annual or three yearly basis. Shareholders approved the Directors’ Remuneration Policy at the AGM held on 30 July 2024. As the Board has agreed to propose this resolution on a three yearly basis, the next proposal will be put to shareholders at the 2027 AGM. On behalf of the Board: Chris Phillips Chair 25 March 2026 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 67
DIRECTORS’ REPORT The Directors are pleased to present the annual report, including the Group’s and Company’s audited financial statements as at, and for the year ended 31 December 2025. The information that fulfils the requirements of the Corporate Governance statement in accordance with rule 7.2 of the DTR can be found in this Directors’ report and in the Governance section on pages 38 to 71 all of which is incorporated into this Directors’ report by reference. Principal Activity The Company is a closed-ended investment company and a Real Estate Investment Trust, incorporated in England and Wales on 12 June 2017. The Group invests in properties in accordance with the Investment Policy and Investment Objective. Directors The names of the current serving Directors are set out in the Board of Directors section on pages 40 to 41, together with their biographical details and principal external appointments. The Articles govern the appointment and replacement of Directors. AIFM and Investment Manager A summary of the principal contents of the AIFM agreement is set out in the Management Engagement Committee report on pages 54 to 55. Following an independent review of the investment management arrangements, with effect from 1 January 2025, Atrato Partners Limited was appointed as the Company’s AIFM and Investment Manager in place of Triple Point Investment Management LLP, whose engagement was terminated with effect from 6 January 2025. Financial Results and Dividends The financial results for the year can be found in the Group Statement of Comprehensive Income which can be found on page 93. In line with the target for the financial year, the Company declared the following interim dividends in respect of the year to 31 December 2025, amounting to 5.622 pence per share. Dividend Ex dividend Record Payment Relevant period per share (p) date date date 1 January to 31 March 2025 1.4055 29 May 2025 30 May 2025 27 June 2025 1 April to 30 June 2025 1.4055 18 September 2025 19 September 2024 3 October 2025 1 July to 30 September 2025 1.4055 4 December 2025 5 December 2025 19 December 2025 1 October to 31 December 2025 1.4055 2 April 2026 7 April 2026 21 April 2026 All dividends were paid as Property Income Distributions. Powers of the Directors The powers given to the Directors are contained within the current articles of association of the Company (the ’Articles’), which are subject to relevant legislation and, in certain circumstances (including in relation to the issuing or buying back by the Company of its shares), are subject to the authority being given to the Directors by shareholders in general meetings. The Articles govern the appointment and replacement of Directors. Directors’ Indemnity The Group has indemnified the Directors against certain liabilities which may be incurred in the course of their duties. This indemnity remains in force as at the date of this report and will also indemnify any new directors that join the Board. The Company maintains directors’ and officers’ liability insurance which gives appropriate cover for legal action brought against the Directors. 68 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Financial Risk Management The information relating to the Group’s financial risk management and policies can be found in Note 32 of the financial statements. Post-Balance Sheet Events Important events that have occurred since the end of the financial year can be found in Note 33 of the financial statements. Amendment to the Articles The Articles may only be amended with shareholders’ approval in accordance with relevant legislation. Share Capital The Company was admitted to trading on the Specialist Fund Segment of the Main Market of the London Stock Exchange on 8 August 2017 and migrated to trading on the Main Market on 27 March 2018. As at 31 December 2025, the Company had 393,916,490 Ordinary Shares in issue, 450,000 of which were held in treasury, as can be found in Note 23 of the financial statements. The shares held in treasury do not carry any voting rights and therefore the total number of voting rights in the Company is 393,466,490. There are no restrictions on voting rights of securities in the Company. There are no restrictions on the transfer of securities in the Company other than certain restrictions which may be impaired by law, for example, the Market Abuse Regulations, and the Group’s Share Dealing Code. The Company is not aware of any agreements between holders of securities that may result in restrictions on transferring securities in the Company. There are no securities of the Company carrying special rights with regards to the control of the Company in issue. As a REIT, the Company’s Ordinary Shares will be ’excluded securities’ under the FCA’s rules on non- mainstream pooled investments. Accordingly, the promotion of the Ordinary Shares will not be subject to the FCA’s restriction on the promotion of non-mainstream pooled investments. Purchase of own Ordinary Shares At the Company’s Annual General Meeting on 19 May 2025, the Company was granted authority to make market purchases up to a maximum of 39,346,649 Ordinary Shares. As at the date of this report, 450,000 Ordinary Shares were purchased during 2019 in the market and held in treasury and 9,322,512 Ordinary Shares were purchased during 2023 in the market and cancelled. A resolution to provide the Company with the authority to purchase shares, in accordance with the Notice of AGM, will be put to the shareholders at the Annual General Meeting. The Company is requesting the authority to make market purchases up to a maximum of 58,980,626 Ordinary Shares (approximately 14.99% of the Company’s issued ordinary share capital excluding shares held in treasury). This is in line with other UK REITs. Change of Control Under the Group’s financing facilities, any change of control at the borrower or immediate parent company level may trigger a repayment of the outstanding amounts to the lending banks. In certain facilities, the change of control provisions also include a change of control at the ultimate parent company level. The Directors do not receive compensation for loss of office occurring due to a change of control. Greenhouse Gas Emissions, Energy Consumption and Energy Efficiency The Board is cognisant of the impact of the Group’s operations on emissions. The Group voluntarily discloses a full GHG inventory (covering all relevant scopes and categories of emissions) within the sustainability report, further information on page 81. In relation to the Streamlined Energy and Carbon Reporting (SECR), implemented by The Companies (Directors’ Report) and Limited Liability Partnerships (Energy and Carbon Report) Regulations 2018, for the year ended 31 December 2025 the Group is considered to be a low energy user, (<40,000kWh) and therefore falls below the threshold to produce an energy and carbon report. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 69
DIRECTORS’ REPORT Major Shareholdings In accordance with DTR 5, the Company was advised of the following significant direct and indirect interests in the issued ordinary share capital of the Company as at 31 December 2025 and the date of this report. Interests in % holding Shareholder Ordinary Shares disclosed East Riding of Yorkshire Pension Fund 31,704,797 8.06% Nottinghamshire County Council Pension Fund 22,653,720 5.76% TR Property Investment Trust plc 13,873,822 3.53% West Yorkshire Pension Fund 13,850,000 3.52% Information provided to the Company pursuant to DTR 5 is available via the Regulatory News section on the Group’s website. Contracts of Significance There are no contracts of significance of the Company or a subsidiary in which a Director is or was materially interested or to which a controlling shareholder was a party. Disclosure of Information to the Auditors So far as the Directors are aware, there is no relevant audit information of which the auditor is unaware. The Directors have taken all the steps that they ought to have taken as Directors to make themselves aware of any relevant audit information and to establish that the auditor is aware of that information. Related Party Transactions Related Party transactions during the year ended 31 December 2025 can be found in Note 30 of the financial statements. Research and Development No expenditure on research and development was made during the year (2024: Nil). Donations and Contributions No political or charitable donations were made during the year (2024: Nil). Branches outside the UK There are no branches of the business located outside the UK. Annual General Meeting At the 2025 Annual General Meeting, the resolutions to reappoint Chris Phillips, Tracey Fletcher-Ray and Peter Coward as Directors of the Company, as well as the resolution to dis-apply pre-emption rights up to a further 5% in connection with an acquisition or specified capital investment received more than 20 per, cent. of votes against them. In accordance with Provision 5.2.4 of the AIC Code of Corporate Governance, the Board initiated a formal consultation process to understand the concerns raised by shareholders. Deutsche Numis, the Company’s corporate broker, was instructed by the Board to lead a shareholder consultation. This included contacting a significant proportion of the shareholder register and conducting a detailed outreach exercise to gather feedback. The key themes arising from this consultation were the need for Board rotation, in the ordinary course of business, to introduce fresh perspectives; and enhanced communication and disclosure to shareholders. These insights were carefully considered by the Board and informed subsequent actions and adjustments to the Company’s governance and strategic approach. As part of the Board’s Succession Plan, at the time of the 2025 AGM, Bryan Sherriff had already been appointed as an Independent Non-Executive Director with effect from 1 January 2025 and Ian Reeves had stepped down from his role as an Independent Non-Executive Director at the 2025 AGM. Additionally, following a formal recruitment process led by the Nomination Committee, with the support of an independent search consultancy, on 6 November 2025, the Company announced the appointment of Fionnuala Hogan and Jos Short as independent Non-Executive Directors with effect from 10 November 2025 and 1 March 2026 respectively. 70 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION It was also announced that both Chris Phillips and Peter Coward would be stepping down as Chair and Audit Committee Chair at the 2026 AGM, respectively. Following those resignations, Jos will succeed Chris as Chair of the Board and Nomination Committee and Fionnuala will succeed Peter as Chair of the Audit Committee. These Board change align with the intention of the Succession Plan which was to ensure a gradual refresh of the Board and an orderly handover period. Information Included in the Strategic Report The information that fulfils the reporting requirements relating to the following matters can be found on the pages identified. Subject matter Page reference Likely future developments 4 to 5 Business relationships 138 On behalf of the Board: Chris Phillips Chair 25 March 2026 RATHMELL SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 71
DIRECTORS’ RESPONSIBILITIES STATEMENT The Directors are responsible for preparing the annual They are also responsible for safeguarding the assets of report and the financial statements in accordance the Company and hence for taking reasonable steps with UK adopted international accounting standards for the prevention and detection of fraud and other and applicable law and regulations. irregularities. The Directors are responsible for ensuring that the annual report and accounts, taken as a whole, Company law requires the Directors to prepare are fair, balanced, and understandable and provide the financial statements for each financial year. Under that information necessary for shareholders to assess the law the Directors are required to prepare the Group Group’s performance, business model and strategy. financial statements in accordance with UK adopted international accounting standards and have elected Website Publication to prepare the Company financial statements in The directors are responsible for ensuring the annual accordance with United Kingdom Generally Accepted report and the financial statements are made available Accounting Practice (United Kingdom Accounting on a website. Financial statements are published on Standards and applicable law). Under company the company’s website in accordance with legislation law the directors must not approve the financial in the United Kingdom governing the preparation statements unless they are satisfied that they give a and dissemination of financial statements, which true and fair view of the state of affairs of the Group may vary from legislation in other jurisdictions. The and Company and of the profit or loss for the Group maintenance and integrity of the company’s website for that period. is the responsibility of the directors. The directors’ responsibility also extends to the ongoing integrity of In preparing these financial statements, the Directors the financial statements contained therein. are required to: Directors’ Responsibilities Pursuant to DTR4 select suitable accounting policies and then The Directors confirm to the best of their knowledge: apply them consistently; The financial statements have been prepared in make judgements and accounting estimates accordance with the applicable set of accounting that are reasonable and prudent; standards, give a true and fair view of the assets, for the Group financial statements, state liabilities, financial position of the Group and the whether they have been prepared in accordance Company and profit and loss of the Group. with UK adopted international accounting The Annual Report includes a fair review of the standards, subject to any material departures development and performance of the business disclosed and explained in the financial and the financial position of the Group and statements; Company, together with a description of the for the Company financial statements, state principal risks and uncertainties that they face. whether applicable UK Accounting Standards Approval have been followed, subject to any material This Directors’ responsibilities statement was approved departures disclosed and explained in the by the Board of Directors and signed on its behalf by: financial statements; prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the Company will continue in business; and Chris Phillips Chair prepare a Directors’ report, a strategic report and Directors’ remuneration report which 25 March 2026 comply with the requirements of the Companies Act 2006. The Directors are responsible for keeping adequate accounting records that are sufficient to show and explain the Company’s transactions and disclose with reasonable accuracy at any time the financial position of the Company and enable them to ensure that the financial statements comply with the Companies Act 2006. 72 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
Delivering on our Refreshed Sustainability Strategy Dear Shareholders, I am pleased to present Social Housing REIT’s Task Force on Climate-related Financial Disclosures (“TCFD”) aligned climate-related disclosures for 2025. This year, reflecting the renewed focus on sustainability and impact, our FY25 Sustainability Report is a standalone document which accompanies this Annual Report. In it, we provide an overview of the Company’s sustainability performance and progress over the last year and highlight examples of the impact being delivered every day across the portfolio. Following the appointment of Atrato Partners Limited (“Atrato”) as the new Investment Manager for SOHO, the Company’s sustainability activities and strategy were formally reviewed. This resulted in a stakeholder engagement focused materiality assessment, undertaken to identify the most material issues to the Company. Our new Sustainability Strategy reflects the outcomes of this materiality assessment and has three key pillars: Thriving People, Sustainable Homes and Engaged Governance. We remain committed to delivering positive outcomes for vulnerable adults with care and support needs and this informs our social sustainability pillar: Thriving People. Our separate annual Impact Report, prepared by The Good Economy, details our progress against our impact measurement and management (“IMM”) framework, which is integrated into our Sustainability Strategy. Following the review of the Company’s emissions reduction targets, the Company has developed refreshed targets in line with the Science Based Target initiative (“SBTi”) Building Guidance and Corporate Guidance. These targets, covering 2030 (near-term) and 2050 (net zero) horizons, were submitted to the SBTi for validation and approval in November 2025 and were approved post-year end in February 2026. This milestone is complemented by the successful continued roll-out of our EPC Upgrade Programme, which is already delivering real-world impacts under of our Sustainable Homes strategy pillar. We have again partnered with energy data provider Perse, to obtain actual consumption data from our properties, enabling us to improve the completeness and accuracy of our GHG Inventory, which is disclosed in the appendix of this report. Our enhanced Task Force on Climate-related Financial Disclosures (“TCFD”) report, which incorporates location risk data from MunichRe, is included within our FY25 Annual Report and Accounts. To further improve the transparency of our sustainability performance, the Company also made its first submission to the Global Real Estate Sustainability Benchmark (“GRESB”) and has committed to ongoing annual GRESB reporting. We are delighted to note that our sustainability efforts have been recognised by the European Public Real Estate Association (“EPRA”), with an EPRA Sustainability Best Practices Recommendations (“sBPR”) Most Improved Award and Gold Award received in September 2025 for our inaugural EPRA sBPR reporting. We have set the target to maintain our Gold Award year-on-year and our FY25 EPRA sBPR disclosures are also included in the appendix of this report. The progress we have achieved, and which is detailed within the standalone FY Sustainability Report, highlights our commitment to investing responsibly for long-term value creation. Looking forward, we are excited to make further progress against our sustainability strategy in FY26, building on the significant milestones we have reached to date. Bryan Sherriff Chair of Sustainability and Impact Committee 25 March 2026 OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 73 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 MESSAGE FROM THE SUSTAINABILITY & IMPACT COMMITTEE CHAIR
Our Sustainability Strategy is structured by three key pillars; each aligned to the UN Sustainable Development Goals (“SDGs”) most material to the Company. ESG Pillar PILLAR 1 | Thriving People PILLAR 2 | Sustainable Homes PILLAR 3 | Engaged Governance Aim Putting resident welfare first and delivering on our impact objectives to create long- lasting positive social outcomes Taking actions to improve the quality and sustainability of our homes and create a more energy efficient, climate-resilient portfolio Making responsible choices, managing risks and partnering with stakeholders to create long-term stakeholder value Aligned UN SDGs Impact Goal Increase the provision of Specialised Supported Housing, delivering positive outcomes for vulnerable adults and value for money for the public sector Impact Objectives Deliver socially needed accommodation Fund & manage sustainable developments Enable the provision of quality services KEY METRICS • Number of homes and potential residents • Occupancy rate % of homes defined as ‘new’ to the SSH sector • % homes EPC C or above • Number of EPCs improved via EPC Upgrade Programme • % assets climate risk screened • Number of inspections per 100 properties • % of lessees met with annually • Resident satisfaction (tenant satisfaction measures) Outcomes Improved resident wellbeing Net Zero by 2050 Sector growth and maturity Transparent Reporting Sustainability Report The Company is committed to reporting its sustainability performance, methodology and data every year in a comprehensive and transparent way. The Company is pleased to have prepared its first standalone Sustainability Report which details the Company’s performance against our Sustainability Strategy and contains our sustainability disclosures aligned with best practice frameworks including EPRA’s Sustainability Best Practices Recommendations (“sBPR”). See here for SOHO’s FY25 Sustainability Report 74 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 SUSTAINABILITY STRATEGY
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Taskforce On Climate-Related Financial Disclosures (“TCFD”) Report The TCFD recommendations provide a framework for organisations to more effectively take account of and disclose climate-related risks and opportunities. The TCFD Report for the Company, included below, contains voluntary climate-related financial disclosures for the reporting period 1 January 2025 – 31 December 2025 1 in relation to governance, strategy, risk management and metrics and targets. It addresses all four core elements and 11 TCFD Recommended Disclosures as detailed in “Recommendations of the Task Force on 2 Climate-Related Financial Disclosures”. Page Recommendation Recommended Disclosures number a. Describe the Board’s oversight of climate-related risks and opportunities. 76 Governance Disclose the organisation’s b. Describe management’s role in assessing and managing climate-related 76 governance around climate-related risks and opportunities. risks and opportunities. a. Describe the climate-related risks and opportunities the organisation has 77 Strategy identified over the short, medium, and long term. Disclose the actual and potential impacts of climate-related b. Describe the impact of climate-related risks and opportunities on the 78 risks and opportunities on the organisation’s businesses, strategy, and financial planning. organisation’s businesses, strategy, and financial planning where such c. Describe the resilience of the organisation’s strategy, taking into 79 information is material. consideration different climate-related scenarios, including a 2°C or lower scenario. a. Describe the organisation’s processes for identifying and assessing 80 Risk Management climate-related risks. Disclose how the organisation identifies, assesses, and manages b. Describe the organisation’s processes for managing climate-related risks. 80 climate-related risks. c. Describe how processes for identifying, assessing, and managing 80 climate-related risks are integrated into the organisation’s overall risk management. a. Disclose the metrics used by the organisation to assess climate-related 80 Metrics and Targets risks and opportunities in line with its strategy and risk management Disclose the metrics and targets process. used to assess and manage relevant climate-related risks b. Disclose Scope 1, Scope 2 and, if appropriate, Scope 3 greenhouse gas 81 and opportunities where such (“GHG”) emissions and the related risks. information is material. c. Describe the targets used by the organisation to manage climate-related 82 risks and opportunities and performance against targets. 1 The Company is not in scope of the UK’s Companies (Strategic Report) (Climate-related Financial Disclosure) Regulations 2022 or the FCA listing rules TCFD reporting requirements (ESG 2.1) as yet, but the Company has decided to produce this TCFD report ahead of FCA expectations to demonstrate its support for the disclosures. 2 Task Force on Climate-related Financial Disclosures, “Final Report: Recommendations of the Task Force on Climate-related Financial Disclosures” (June 2017). SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 75
SUSTAINABILITY STRATEGY Governance Describe management’s role in Describe the Board’s oversight assessing and managing climate- related risks and opportunities. of climate-related risks and opportunities. The Investment Manager is responsible for the day-to-day delivery of the sustainability strategy as The Board is responsible for setting the Company’s approved by the Board on behalf of the Company, sustainability strategy and overseeing the Company’s including the assessment, management and approach to climate-related risks and opportunities reporting of climate-related risks and opportunities. affecting its business. At the Investment Manager level, assessment The Board established its ‘Sustainability & Impact and management of climate-related risks and Committee’ in May 2023, ensuring that sustainability opportunities is shared across the Social Housing issues, including climate change, are discussed in Team and the wider business of the Investment sufficient detail and given appropriate focus. The Manager. Sustainability & Impact Committee, chaired by Bryan Sherriff, meets not less than once a year (and The Investment Manager has a dedicated Head more frequently as required) and has responsibility of Sustainability who is responsible for the for overseeing the delivery of the Company’s operational delivery of climate-related risks and Sustainability Strategy, including identification opportunities measures within the Investment and management of climate-related risks. The Manager’s operations and leads the provision of Board is primarily informed of climate-related risks climate risk advice to the Company. The Head of and opportunities by the Investment Manager Sustainability chairs an internal ESG Working Group, through the meetings of the Sustainability & Impact whose members include representatives from fund Committee. management, asset management and property and data management. Climate-related risks are assessed as part of the standard due diligence process when acquiring Climate risk and TCFD is a standing agenda item for or funding the development of new properties. this Working Group, to ensure appropriate oversight, Identified climate risks are presented in the discussion and review of climate-related issues, as materials provided to the Investment Committee well as to facilitate and enhance understanding of and, where relevant, will be discussed during climate impacts across the social housing team. committee meetings to assess the potential impact The Working Group is responsible for oversight, of these risks on the property and/or development monitoring and management of the Company’s and to determine (a) the time frame over which they sustainability risks and opportunities including might materialise and (b) the potential impacts they those related to climate change. This includes the may have both operationally and in terms of asset review, monitoring and management of climate- value. related risks relevant to current and future assets The Board is committed to enhancing the in the portfolio. The Working Group aims to meet Company’s understanding of climate risks and at least fortnightly to discuss ESG issues impacting opportunities and, as part of this, has approved the Company, and climate risk is a standing agenda budget allocation for ongoing climate-related item as part of these meetings. Other members of activities for the next reporting year. This facilitates the social housing team, are invited on an ad-hoc forward planning and preparation of sustainability basis to meetings with climate-related agenda priorities for the next reporting year. items. Meeting minutes are circulated to the full Working Group following every meeting. The Working Group also has responsibility for overseeing relevant climate-related targets and the preparation of the Company’s climate-related reporting and co-ordination of third-party service providers who provide input into this, including overseeing preparation of the Company’s GHG inventory. 76 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION During the reporting period, the Investment The Company has utilised Munich RE’s Location Manager’s Head of Sustainability delivered training Risk Intelligence software platform (“Munich RE to the social housing team on the topic GHG platform”), to analyse and assess the physical impact accounting fundamentals, in order to support risks to its property resulting from natural hazards the management of GHG related issues in the and climate change. The Munich RE platform Company’s activities. combines historical event data with future climate projections (under different climate scenarios) to Strategy assess current and future risks. The Company’s entire address list was inputted into the Munich RE Describe the climate-related risks platform to assess the portfolio’s exposure to acute and opportunities the organisation and chronic natural hazards and climate risk. has identified over the short, medium Climate hazards assessed by the and long term. Munich RE platform Investing in real assets exposes the Company to Tropical Heat Stress Precipitation Permafrost both physical and transition risks associated with Cyclone Index Stress Index Extent climate change. The Company’s properties may River Flood Heat- Drought Water Scarcity require additional work to bolster their resiliency (Defended) Humidity Stress Index against increasingly extreme weather events or Stress Index require efficiency upgrades to meet evolving regulation on minimum efficiency standards, as Storm Cold Stress Sea Level Fire Weather Surge Index Rise Stress Index the Government seeks to mitigate emissions from (Defended) the building sector, one of the largest sources of emissions in the UK. Subsidence The following climate-related risk categories The following selection of acute and chronic related to the transition to lower-carbon economy climate-related physical risks were chosen for further categories were considered as part of the Company’s analysis using the Munich RE platform: broader assessment of material sustainability risks and opportunities: 1. Acute Climate Hazards Policy and legal Storm surge Technology River flood risk Market 2. Chronic Climate Hazards Reputation Sea level rise From this review, the following material climate- Water scarcity related risks and opportunities were identified: The results of this analysis, including details of the 1. Energy Management Risk climate scenarios and time horizons applied, are disclosed on page 79. 2. Energy Management Opportunity 3. Product Design and Lifecycle Management Risk 4. Physical Impacts of Climate Change Risk See Table 1 on page 78 for a description of these risks and their potential impact. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 77
SUSTAINABILITY STRATEGY Describe the impact of climate-related risks and opportunities on the organisation’s businesses, strategy and financial planning. A high-level summary of the potential impact of material climate-related risks and opportunities on the Company’s businesses, strategy and financial planning is provided in the table below: Table 1: Material climate-related risks and opportunities Risk/ Material Topic Opp Description Magnitude Likelihood Potential Financial Impacts Energy Risk Risk arising from the ongoing energy 4 4 23% of the portfolio currently holds an EPC Management transition and evolving regulatory rating of D or below. Although these ratings and GHG landscape increasing expectations are not presently a significant determinant emissions* around housing energy efficiency, of occupier demand, they are gaining coupled with the potential introduction prominence among investors and valuers. of legislation mandating minimum The EPC Upgrade Programme is intended energy performance standards. SOHO to mitigate this risk. While expenditure may also need to adapt to future will be phased over the next five years, the energy related regulation as the UK likelihood of failing to meet minimum EPC progresses toward net zero by 2050. standards may increase during this time. Opp Opportunity to partner with 4 2 The EPC Upgrade Programme offers stakeholders and leverage experience potential benefits such as increasing to improve energy efficiency, and asset values and improving tenant install on-site renewable infrastructure, affordability by enhancing building reducing energy bills for tenants and energy performance. This is considered a increasing comfort for residents, while medium-term opportunity, coinciding with also ensuring the portfolio retains its the expected implementation of minimum long-term value and liquidity. EPC rating standards, when non-compliant properties may be subject to a ‘brown’ discount. Product Design Risk Risk that forward-funded 3 3 As the Company does not currently engage and Lifecycle developments or purchased buildings in significant development activity these Management are not built with circularity principles risks relate to existing buildings where such as resource efficiency, durability they are not fit for purpose. See above for and recyclable materials and/or do discussion on the Company’s strategy for not meet regulatory requirements or dealing with minimum EPC rating risks. market expectations. Further unmatched costs may also arise at lease expiry. Physical Risk Risk that properties within SOHO’s 2 3 Although the risk magnitude could be Impacts of portfolio will face increasing exposure high for individual properties, the dispersed Climate to climate related physical impacts. nature of SOHO’s portfolio means the Change* overall risk to the Company is considered More frequent and severe climate low. Any financial impacts from damage events could place pressure on existing – which could reduce revenue or impair infrastructure and heighten operational and tenant related risks over time. In the value of certain properties – would be extreme cases, physical damage could mitigated by insurance coverage. However, limit residents’ ability to remain in the increasing likelihood of such risks may their homes. These risks are particularly lead to higher insurance costs in future. significant given the vulnerability of many of the Group’s residents. * The period over which each risk first becomes material is defined as: Short-term: 0-2 years; Medium-term: 2-5 years; and Long-term: over 5 years. These time scales are aligned to the Company’s overall risk management framework, considering the nature of the Company’s assets and liabilities. GHG Emissions and the Physical Impacts of Climate Change were not specifically determined as having any material near-term risks and opportunities, through the Company’s materiality assessment. However, it was deemed appropriate to continue reporting on these issues with a long-term risk and opportunity perspective and due to their importance from a broader sector focus and sustainability reporting best practice. See the Company’s standalone Sustainability Report for further details on the Company’s broader list of material sustainability topics. Over the next reporting period the Company plans to review its risk mitigation opportunities with the aim to improve the Company’s resiliency to these identified risks moving forward. 78 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Describe the resilience of the organisation’s strategy, taking into consideration different climate-related scenarios, including a 2°C or lower scenario. The Company has performed a quantitative scenario analysis assessment using the Munich RE platform. The aim of this assessment was to understand the impact of relevant climate risks to the Company’s portfolio under different climate scenarios and timeframes. The available scenarios in Munich RE’s platform are: Scenario Description SSP1-2.6 Sustainability In this most optimistic scenario, all countries (with the strong supporting the weak) move gradually but consistently towards a more sustainable economic system. Inequality within and between countries is reduced and consumption is orientated towards lower material growth and lower resource and energy consumption. This moderate scenario leads to an expected warming at the end of the 21st century of around 1.0-2.4°C relative to the pre-industrial period (1850–1900). The SSP1-2.6 scenario is comparable to the RCP2.6 scenario. SSP2-4.5 Middle of the In this scenario, global and national institutions work towards sustainable development but make road slow progress. Development and income growth proceed unevenly, with some countries making relatively good progress while others fall short of expectations. The environment experiences degradation but the overall intensity of resource and energy use declines. This scenario would be expected to lead to a warming by the end of the 21st century of between 2.1 and 3.5°C relative to the pre-industrial period (1850–1900). The SSP2-4.5 scenario is comparable to the RCP4.5 scenario. SSP3-7.0 Regional Under this scenario a resurgence in nationalism, concerns about competitiveness and security, rivalry and regional conflicts push countries to increasingly focus on domestic or, at most, regional issues. Achievement of national and regional food, energy, and security goals are prioritised above international cooperation to tackle shared goals. Economic development remains material-intensive and environmental degradation worsens. Under this scenario warming by the end of the 21st century is expected to be between 2.8 and 4.6°C. The SSP3-7.0 scenario is comparable to the RCP7.0 scenario. SSP5-8.5 Fossil-fuelled In this scenario faith is placed in competitive markets and innovation. Fossil fuels are increasingly development exploited and social and economic development drives the adaptation of resources and energy intensive lifestyles around the world. Local environmental problems like air pollution are managed, but high greenhouse gas releases drive excessive global warming and related increases in natural catastrophe exposure. Under this scenario warming by the end of the 21st century is expected to be between 3.3 and 5.7°C. The SSP5-8.5 scenario is comparable to the RCP8.5 scenario. The findings from the Munich RE platform assessment showed the Company’s assets have a current low overall vulnerability to natural hazards and physical climate risks, specifically: 98% of properties have a current very low risk from river flooding. 97% of properties have a current very low risk from storm surge. 90% of properties have a current very low or low risk from water scarcity. Note: sea level rise risk is only modelled from 2030 onwards. These risks were also assessed using the Munich RE platform under the different climate scenarios offered on the platform and across both 2030 and 2050 time horizons. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 79
SUSTAINABILITY STRATEGY The Company has chosen to disclose the SSP5 8.5 Sustainability & Impact Committee is responsible scenario results below, as a robust stress test of under the delegated authority of the Board for the portfolio’s potential exposure to severe climate the monitoring of climate-related risks which are conditions: incorporated into the risk management process. River flooding: The percentage of properties at The Sustainability & Impact Committee considers very low risk changed from 98% to 88% in 2030, both physical and transition climate-related remaining at 88% at 2050. risks, including existing and emerging regulatory requirements related to climate change. Storm surge: The percentage of properties at very low risk did not change at 2030 or 2050. The method used to evaluate the importance of each climate risk that the Company is exposed to is Water Scarcity: The percentage of properties at aligned to the Company’s general risk management very low to low risk did not change at 2030 or structure. It involves a matrix with a 5-point rating 2050. system for both the likelihood and magnitude of each risk. Sea level: 100% of properties are at very low risk from sea level rise at 2030, changing to 99% at Likelihood: low, moderate, high; and 2050. Magnitude: low, moderate, high. Over the next reporting cycle, the Company plans to further validate the outputs from the Munich RE The alignment to the Company’s general risk platform, including specific review into the assets management structure allows for the climate- identified from this assessment as having an above related risks to be incorporated into broader risk ‘low’ or ‘very low’ risk exposure to various climate- management and mitigation procedures. These related risks. Through this ongoing work, where risks are included in the risk register of the strategy, necessary, the Company will determine appropriate which is reviewed regularly with the Board of the strategic responses to validate asset-level risk, for Company. The risk register is approved by the Board example, the development of site-specific risk and evaluated and approved by the Risk Committee. management plans or engagement of further Metrics and Targets environmental surveys. Disclose the metrics used by the Risk Management organisation to assess climate-related Describe the organisation’s processes risks and opportunities in line with for identifying and assessing climate- its strategy and risk management related risks. process. The Company recognises the need for continuous Describe the organisation’s processes improvement of data collection and monitoring to accurately assess climate risks and opportunities in for managing climate-related risks. line with its strategy and risk management process. The Company measures and monitors the following Describe how processes for key climate-related metrics: identifying, assessing, and managing 1) EPC ratings: see breakdown below; climate-related risks are integrated 2) Energy consumption: see details of energy into the organisation’s overall risk consumption data provider below; and management. 3) GHG Emissions: see GHG Inventory below on page 81. The Company’s approach to risk assessment is as set out in the Our Principal Risks and Uncertainties Section on pages 27 to 31. The Investment Manager has overall responsibility for the Company’s risk management and internal controls, with the Audit and Risk Committee reviewing the effectiveness of the Board’s risk management processes on its behalf. The 80 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION EPC Ratings Disclose Scope 1, Scope 2, and, if The EPC ratings of each property are monitored on appropriate, Scope 3 greenhouse gas an ongoing basis. Currently, 77% of the properties within the portfolio are rated at C or above. The (GHG) emissions, and the related risks. chart below shows the EPC breakdown of properties as at 31 December 2025. GHG Inventory The Company engaged external consultants, Anthesis, to prepare its GHG Inventory for FY25 G A F in line with the GHG Protocol methodology. 0.1% 0.8% 0.1% The Company does not have any Scope 1 and 2 emissions but has reported all relevant categories of E 3 4.6% Scope 3 emissions. The Company’s GHG Inventory is disclosed below in D Table A (see Appendix for further details of the GHG B 18.1% Inventory methodology). 34.4% SOHO FY25 GHG Emissions Inventory FY24 4 Emissions FY23 FY24 restated FY25 Location- Location- Market- Market- Location- Market- based based based based based based C 5 Scope 1 and 2 N/A N/A N/A N/A N/A N/A 41.9% Total Number of 1. Not 1,216 1,216 1,216 967 967 EPCs: 2,457 Purchased measured Goods and in FY23 Services (PG&S) Energy Consumption Data 2. N/A N/A N/A 0 770 770 The Company has engaged the data provider, Perse, Capital to enable access to actual energy consumption Goods through direct APIs to every property’s meter. This 6. Not 3 3 3 3 3 data is utilised in the preparation of the Company’s Business measured GHG Inventory. Travel in FY23 The energy consumption data from Perse not only 13. 4,763 6,044 7,570 5,878 5,859 6,133 improves the completeness and accuracy of the Downstream Company’s GHG Inventory but also supported the Leased Assets 6 (DLA) emissions reductions modelling used to identify available decarbonisation levers for SOHO’s 7 Scope 3 Total 4,763 7,263 8,789 7,096 7,600 7,874 emissions reductions targets. In FY25, the largest source of emissions for the Company was again Scope 3 DLA at 78% of FY25 emissions, followed by PG&S at 12% and Capital Goods at 10%. The Company’s FY25 GHG Inventory indicates an overall slight increase in GHG emissions (location-based) on prior year, largely attributable to the development of the Chorley site. 3 The Company is an externally managed business and does not have any employees or office space. Sub-scope categories may not equal the Scope totals due to rounding. 4 FY24 figure restatement due to availability of actual data on renewable electricity purchased across SOHO’s portfolio (also utilised in FY25). 5 Scope 1 and 2 emissions are not applicable for the Company as it is an externally managed business and does not have any employees or office space. 6 FERA emissions associated with tenant activities under Scope 3 DLA are not included in the figures reported. 7 FY23 emissions data incorporated over 90% of the Company’s electricity and gas meters with the remaining portfolio meters unable to be matched within the reporting period and excluded. The emission data calculated in FY23 used property gas and electricity consumption only, and therefore was not a complete Scope 3 figure. From FY24 onwards, all applicable categories of Scope 3 emissions have been calculated and reported and any gaps in actual data have been filled with either Perse or Anthesis estimated data. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 81
SUSTAINABILITY STRATEGY Describe the targets used by the organisation to manage climate-related risks and opportunities and performance against targets. Climate-related Targets During FY25, the Investment Manager completed a review of the Company’s emissions reduction target to evaluate the target baseline, scope and coverage. The Investment Manager found that given the enhancements made to the Company’s emissions data and calculation processes within the Company’s first full GHG Inventory published in the FY24 Annual Report, the FY24 full year baseline is a more accurate and complete baseline for determining an emissions reduction target. A workstream was subsequently established to enhance the Company’s emissions reduction ambitions by developing targets in line with the Science Based Target initiative’s (“SBTi”) Building Guidance (near-term and building Net Zero target) and Corporate Guidance (other Scope 3 emissions): Net-zero SOHO commits to achieve net-zero greenhouse gas emissions across the value chain by 2050. Near-term SOHO commits to reduce Scope 3 in-use operational GHG emissions of owned and leased buildings, covering downstream leased assets, 48.5% per m2 (equivalent to a 48.3% absolute reduction) by 2030 8 from a 2024 base year. Long-term SOHO commits to reduce Scope 3 in-use operational GHG emissions of owned and leased buildings, covering downstream leased assets, 98.3% per m2 by 2040 from a 2024 base year. SOHO also commits to reduce absolute Scope 3 GHG emissions from purchased goods and services 90.0% by 2050 from a 2024 base year. The Company submitted refreshed emissions reductions targets (both near term and Net Zero) to SBTi for validation in November 2025, reflecting its commitment to reducing its value chain emissions in line with 1.5°C. The Company’s near term and Net Zero targets were approved by the SBTi post-year end, in February 2026. EPC Upgrade Programme The Company and its Investment Manager intend to asset manage the portfolio to ensure all properties have an EPC rating of C or above by 2030 to ensure compliance with current legislative targets. For further details on the Company’s EPC Upgrade Programme see page 16 of the Sustainability and Impact Committee Report. 8 SOHO does not own or financially control any fossil fuel equipment in its buildings portfolio. 82 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Appendix: GHG Inventory Methodology Emissions were calculated using the Anthesis ‘Route Zero’ software tool, in alignment with the GHG Protocol. Emission Factors Scope Category Methodology Source 3 DEFRA EEIO 1. Purchased The Environmentally Extended Input Output (EEIO) method, which estimates factors Goods & emissions from expenditure, was used to calculate the emissions from this category. Services The SOHO team provided spend for the reporting year split by supplier. The suppliers were mapped against the DEFRA Input/Output (IO) categories, which are based on SIC codes and have an associated emission factor. The DEFRA IO emission factors were multiplied by the spend to calculate the emissions. Exclusions include service charge costs and costs that are recharged to tenant in full. 3 2. Capital The Environmentally Extended Input Output (EEIO) method, which estimates DEFRA EEIO Goods emissions from expenditure, was used to calculate the emissions from this category. factors The SOHO team provided spend for the reporting year split by supplier. The suppliers were mapped against the DEFRA Input/Output (IO) categories, which are based on SIC codes and have an associated emission factor. The DEFRA IO emission factors were multiplied by the spend to calculate the emissions. Exclusions include service charge costs and costs that are recharged to tenant in full. 3 6. Business This includes the upstream well-to-tank emissions of business travel activities. UK Government Travel GHG Conversion Factors for Company Reporting, DESNZ 3 13. Where actual fuel and electricity consumption data was provided, this was used. For UK Government Downstream any gap filling and estimations, methodology notes are included below: GHG Conversion leased assets Factors for Electricity estimates: Company Electricity consumption is estimated using actual data from sites with recorded Reporting, usage. First, electricity consumption and floor area data are collected from sites DESNZ with available records. This helps calculate electricity intensity, which serves as a benchmark. The benchmark intensity is calculated by dividing electricity consumption by floor area (kWh/m²). This value represents typical electricity usage per square metre. For sites without actual data, the benchmark intensity is multiplied by their floor area to estimate electricity consumption. Natural Gas estimates: Natural gas consumption is estimated using actual data from sites with recorded usage. Natural gas consumption and floor area data are collected from sites with available records. This helps calculate electricity intensity, which serves as a benchmark. The benchmark intensity is calculated by dividing natural gas consumption by floor area (kWh/m²). This value represents typical electricity usage per square metre. For sites without actual data, the benchmark intensity is multiplied by their floor area to estimate natural gas consumption. Waste estimates: Waste consumption is estimated using UK Government data on household waste, number of UK households and average floor area of dwellings. This data was used 2 to create a benchmark, estimating average tonnes of waste per m . This benchmark was multiplied by property floor area, estimating total waste per lessee. Water estimates: Water consumption is estimated using GRESB benchmarks. The benchmarks 3 consider cubic metres of water per metre squared of floor area (m /m²). The benchmarks were multiplied by property floor area, to estimate total water usage per lessee. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 83
INDEPENDENT AUDITOR’S REPORT to the members of Social Housing REIT plc Opinion on the financial statements In our opinion: the financial statements give a true and fair view of the state of the Group’s and of the Company’s affairs as at 31 December 2025 and of the Group’s profit for the year then ended; the Group financial statements have been properly prepared in accordance with UK adopted international accounting standards; the Company financial statements have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and the financial statements have been prepared in accordance with the requirements of the Companies Act 2006. We have audited the financial statements of Social Housing REIT plc (the ‘Company’) and its subsidiaries (the ’Group’) for the year ended 31 December 2025, which comprise the Group Statement of Comprehensive Income, the Group Statement of Financial Position, the Company Statement of Financial Position, the Group Statement of Changes in Equity, the Company Statement of Changes in Equity, the Group Statement of Cash Flows and notes to the financial statements, including material accounting policy information. The financial reporting framework that has been applied in the preparation of the Group financial statements is applicable law and UK adopted international accounting standards. The financial reporting framework that has been applied in the preparation of the Company financial statements is applicable law and United Kingdom Accounting Standards, including Financial Reporting Standard 101 Reduced Disclosure Framework (United Kingdom Generally Accepted Accounting Practice). Basis for opinion We conducted our audit in accordance with International Standards on Auditing (UK) (ISAs (UK)) and applicable law. Our responsibilities under those standards are further described in the Auditor’s responsibilities for the audit of the financial statements section of our report. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our opinion. Our audit opinion is consistent with the additional report to the audit committee. Independence Following the recommendation of the Audit Committee, we were appointed by the Directors on 18 July 2017 to audit the financial statements for the year ended 31 December 2017 and subsequent financial periods. The period of total uninterrupted engagement including retenders and reappointments is nine years, covering the years ended 31 December 2017 to 31 December 2025. We remain independent of the Group and the Company in accordance with the ethical requirements that are relevant to our audit of the financial statements in the UK, including the FRC’s Ethical Standard as applied to listed public interest entities, and we have fulfilled our other ethical responsibilities in accordance with these requirements. The non-audit services prohibited by that standard were not provided to the Group or the Company. Conclusions relating to going concern In auditing the financial statements, we have concluded that the Directors’ use of the going concern basis of accounting in the preparation of the financial statements is appropriate. Our evaluation of the Directors’ assessment of the Group’s and the Company’s ability to continue to adopt the going concern basis of accounting included: Using our knowledge of the Group and its market sector together with the current economic environment to assess the Directors’ identification of the inherent risks to the Group’s business and how these might impact the Group’s ability to remain a going concern for the going concern period, being the period to 31 March 2027, which is at least 12 months from when the financial statements are authorised for issue; Obtaining an understanding of the Directors’ process for assessing going concern including an understanding of the key assumptions used; 84 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION We have reviewed the forecasts that support the Directors’ going concern assessment and: - Assessed the Group’s forecast cash flows with reference to budgeted and historic performance and challenging Management’s forecast assumptions in comparison to the current performance of the Group; - Agreed the inputs into the forecasts to supporting documentation for reasonableness based on contractual agreements, where available; - Agreed the Group’s available borrowing facilities and the related covenants to supporting financing documentation and calculations; Analysing the sensitivities applied by the Directors’ stress testing calculations and challenging the assumptions made using our knowledge of the business and of the current economic climate, to assess the reasonableness of the downside scenarios selected; Obtaining covenant calculations and forecast calculations to test for any potential future covenant breaches; Considering the covenant compliance headroom for sensitivity to both future changes in property valuations and the Group’s future financial performance; Considering Board minutes, and evidence obtained through the audit and challenged the Directors on the identification of any contradictory information in the forecasts and the resultant impact to the going concern assessment; and Reviewing the disclosures in the financial statements relating to going concern to check that the disclosure is consistent with the circumstances. Based on the work we have performed, we have not identified any material uncertainties relating to events or conditions that, individually or collectively, may cast significant doubt on the Group’s and the Company’s ability to continue as a going concern for a period of at least 12 months from when the financial statements are authorised for issue. In relation to the Company’s reporting on how it has applied the UK Corporate Governance Code, we have nothing material to add or draw attention to in relation to the Directors’ statement in the financial statements about whether the Directors considered it appropriate to adopt the going concern basis of accounting. Our responsibilities and the responsibilities of the Directors with respect to going concern are described in the relevant sections of this report. Overview Key audit matters 2025 2024 Valuation of investment properties Materiality Group financial statements as a whole £6.4 million (2024: £6.6 million) based on 1% (2024: 1%) of total assets. An overview of the scope of our audit Our Group audit was scoped by obtaining an understanding of the Group and its environment, the applicable financial reporting framework and the Group’s system of internal control. On the basis of this, we identified and assessed the risks of material misstatement of the Group financial statements including with respect to the consolidation process. We then applied professional judgement to focus our audit procedures on the areas that posed the greatest risks to the Group financial statements. We continually assessed risks throughout our audit, revising the risks where necessary, with the aim of reducing the Group risk of material misstatement to an acceptable level, in order to provide a basis for our opinion. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 85
INDEPENDENT AUDITOR’S REPORT Components in scope The Group operates solely in the United Kingdom in one segment, investment property, structured through a number of subsidiaries. The Group is a single component as it invests only in UK social housing properties with a single finance team and a common IT system and internal control framework and as such the audit approach included undertaking audit work on the key risks of material misstatements identified for the Group across the subsidiary entities. The Group audit engagement team performed full scope audits in order to issue the Group and Company audit opinion, including undertaking all of the audit work on the risks of material misstatement identified in the key audit matters section below. As a result of our audit approach, we achieved coverage of 100% of rental income and 100% of investment property valuations. Procedures performed at the component level The Group consisted of one component. We performed procedures to respond to Group risks of material misstatement for the entire Group that included the Company and its subsidiaries, as a single component. Procedures were performed on the entire financial information of the component. The Group engagement team has performed all procedures directly, and has not involved component auditors in the Group audit. Procedures performed centrally We considered there to be a high degree of centralisation of financial reporting and commonality of controls and similarity of the Group’s activities and business lines. We therefore designed and performed procedures centrally. The Group operates a centralised IT function that supports IT processes for certain components. This IT function is subject to specified risk-focused audit procedures, predominantly the testing of the relevant IT general controls and IT application controls. Changes from the prior year The Group audit scope remained consistent with the prior year. There were no changes in the Group’s structure or control environment that required revisions to the components in scope or the nature or extent of audit procedures performed. Climate change Our work on the assessment of potential impacts on climate-related risks on the Group’s operations and financial statements included: Enquiries and challenge of the Investment Manager and the Group’s independent property valuer to understand the actions they have taken to identify climate-related risks and their potential impacts on the financial statements and adequately disclose climate-related risks within the annual report; Our own qualitative risk assessment taking into consideration the sector in which the Group operates and how climate change affects this particular sector; and Review of the minutes of Board, Audit Committee meetings and Sustainability & Impact Committee and other papers related to climate change and performing a risk assessment as to how the impact of the Group’s risk assessment as set out in the TCFD Disclosure section and the Sustainability & Impact Committee Report may affect the financial statements and our audit. We challenged the extent to which climate-related considerations, including the expected cash flows from the initiatives and commitments have been reflected, where appropriate, in Management’s going concern assessment and viability assessment. We also assessed the consistency of Management’s disclosures included as ‘Statutory Other Information’ within the Strategic Report with our knowledge obtained from the audit. Based on our risk assessment procedures, we did not identify there to be any Key Audit Matters materially impacted by climate-related risks and related commitments. 86 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Key audit matters Key audit matters are those matters that, in our professional judgement, were of most significance in our audit of the financial statements of the current period and include the most significant assessed risks of material misstatement (whether or not due to fraud) that we identified, 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 financial statements as a whole, and in forming our opinion thereon, and we do not provide a separate opinion on these matters. Key audit matter How the scope of our audit addressed the key audit matter The Group’s investment Experience of valuer and relevance of their work Valuation of property portfolio is made up investment We obtained the valuation report prepared by the independent of standing assets that are properties external valuer and with the assistance of BDO in-house RICS qualified existing properties currently Refer to valuation experts, we discussed the basis of the valuations with them, let. They are valued using notes 3.1 the income capitalisation read the valuation report and confirmed that all valuations had been and 4.1 in method in accordance with prepared in accordance with applicable valuation guidelines and RICS methodology and IFRS relation to the requirements of the applicable accounting standards and were 13 Fair Value Measurement. significant therefore appropriate for determining the carrying value in the Group’s estimates The valuation of investment financial statements. and property requires significant We assessed the external valuer’s qualifications and independence. judgement and estimates accounting by the Directors, with the policies. We obtained a copy of the instructions provided to the independent assistance of independent external valuer and reviewed for any limitations in scope or for external valuer appointed Refer to evidence of Management bias. by the Investment Manager, note 13 in and is therefore considered Data provided to the valuer relation to a significant risk due to the We validated the underlying data provided to the independent investment subjective nature of certain external valuer by the Investment Manager. This data included inputs assumptions inherent in each properties. such as current rent and lease term, which we agreed to the executed valuation. lease agreements as part of our audit work. Any input inaccuracies or unreasonable bases used in Assumptions and estimates used by the valuer the valuation judgements With assistance from BDO in-house RICS qualified valuation experts, (such as in respect of we developed yield expectations on each property using available estimated rental value and yield profile applied) independent industry data, reports and comparable transactions in the could result in a material market around the period end. They also attended the audit meetings misstatement of the Group’s with the independent external valuer engaged by the Group to assist financial statements. us in assessing whether explanations provided were appropriate and in There is also a risk of fraud in line with market knowledge. relation to the valuation of We compared the key valuation assumptions with our independently the property portfolio where the Directors may influence formed expectations (by reference to market data based on the the significant judgements specifics of each property and the tenant). and estimates in respect of We discussed the assumptions used and the valuation movement in property valuations in order the period with both the Investment Manager and the independent to achieve property valuation and other performance external valuer. Where the valuation was outside of our expected targets. range we challenged the independent external valuer on specific assumptions and reasoning for the yields applied and corroborated The valuation of investment properties was therefore their explanations where relevant, including agreeing to third party considered to be a key audit documentation, if differences were not trivial. Further, we challenged matter. the appropriateness of the yields applied to the valuations with the independent external valuer and where possible obtained evidence of comparable market transactions through independent sources. Related disclosures in the financial statements We reviewed the appropriateness of the Group’s disclosures within the financial statements in relation to the valuation methodology, key valuation assumptions and valuation sensitivity analysis. Key observations Based on our work we consider assumptions adopted by the Directors in the valuation of the Group’s investment properties were reasonable and the methodology applied was appropriate. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 87
INDEPENDENT AUDITOR’S REPORT Our application of materiality We apply the concept of materiality both in planning and performing our audit, and in evaluating the effect of misstatements. We consider materiality to be the magnitude by which misstatements, including omissions, could influence the economic decisions of reasonable users that are taken on the basis of the financial statements. In order to reduce to an appropriately low level the probability that any misstatements exceed materiality, we use a lower materiality level, performance materiality, to determine the extent of testing needed. Importantly, misstatements below these levels will not necessarily be evaluated as immaterial as we also take account of the nature of identified misstatements, and the particular circumstances of their occurrence, when evaluating their effect on the financial statements as a whole. Based on our professional judgement, we determined materiality for the financial statements as a whole and performance materiality as follows: Company Group financial statements financial statements 2025 2024 2025 2024 £m £m £m £m Materiality 6.40 6.60 3.70 4.00 Basis for determining materiality 1% of total assets Rationale for the benchmark applied We determined that total assets would be the most appropriate basis for determining overall materiality as we consider it to be the principal consideration for the users of the financial statements in assessing the financial performance of the Group and the Company. Performance materiality 4.80 4.95 2.78 3.00 Basis for determining performance Performance materiality is set at an amount to reduce to an appropriate materiality low level the probability that the aggregate of uncorrected and undetected misstatements exceeds materiality. On the basis of our risk assessment, together with our assessment of the Group’s and Company’s overall control environment, our judgement was that performance materiality should be 75% (2024: 75%) of materiality. Rationale for the percentage applied for The level of performance materiality applied was set after having considered performance materiality a number of factors including our assessment of the Group’s and Company’s overall control environment and the expected total value of known and likely misstatements and the level of transactions in the year. 88 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Specific materiality We also determined that for other account balances and classes of transactions that impact the calculation of European Public Real Estate Association (“EPRA”) earnings a misstatement of less than materiality for the financial statements as a whole, specific materiality, could influence the economic decisions of users. We consider EPRA earnings to be a key performance measure of the Group. EPRA earnings excludes the impact of the net surplus on revaluation of investment properties. As a result, we determined materiality for these items to be £1,250,000 (2024: £1,000,000), based on 5% of EPRA earnings (2024: 5% of EPRA earnings). We further applied a performance materiality level of 75% (2024: 75%) of specific materiality to ensure that the risk of errors exceeding specific materiality was appropriately mitigated. Reporting threshold We agreed with the Audit Committee that we would report to them all individual audit differences in excess of £320,000 (2024: £330,000) and for those items impacting the calculation of EPRA earnings £62,500 (2024: £50,000). We also agreed to report differences below these thresholds that, in our view, warranted reporting on qualitative grounds. Other information The Directors are responsible for the other information. The other information comprises the information included in the document entitled Annual report other than the financial statements and our auditor’s report thereon. Our opinion on the financial statements does not cover the other information and, except to the extent otherwise explicitly stated in our report, we do not express any form of assurance conclusion thereon. Our responsibility is to read the other information and, in doing so, consider whether the other information is materially inconsistent with the financial statements or our knowledge obtained in the course of the audit, or otherwise appears to be materially misstated. If we identify such material inconsistencies or apparent material misstatements, we are required to determine whether this gives rise to a material misstatement in the financial statements themselves. If, based on the work we have performed, we conclude that there is a material misstatement of this other information, we are required to report that fact. We have nothing to report in this regard. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 89
INDEPENDENT AUDITOR’S REPORT Corporate governance statement The UK Listing Rules require us to review the Directors’ statement in relation to going concern, longer-term viability and that part of the Corporate Governance Statement relating to the Company’s compliance with the provisions of the UK Corporate Governance Code specified for our review. Based on the work undertaken as part of our audit, we have concluded that each of the following elements of the Corporate Governance Statement is materially consistent with the financial statements or our knowledge obtained during the audit. Going concern and longer-term The Directors’ statement with regards to the appropriateness of adopting the viability going concern basis of accounting and any material uncertainties identified set out on pages 20 to 21; and The Directors’ explanation as to their assessment of the Company’s prospects, the period this assessment covers and why the period is appropriate set out on page 21. Other Code provisions Directors’ statement on fair, balanced and understandable set out on page 72; Board’s confirmation that it has carried out a robust assessment of the emerging and principal risks set out on pages 26 to 31; The section of the annual report that describes the review of effectiveness of risk management and internal control systems set out on page 51; and The section describing the work of the audit committee set out on page 50. Other Companies Act 2006 reporting Based on the responsibilities described below and our work performed during the course of the audit, we are required by the Companies Act 2006 and ISAs (UK) to report on certain opinions and matters as described below. Strategic report and Directors’ In our opinion, based on the work undertaken in the course of the audit: report the information given in the Strategic report and the Directors’ report for the financial year for which the financial statements are prepared is consistent with the financial statements; and the Strategic report and the Directors’ report have been prepared in accordance with applicable legal requirements. In the light of the knowledge and understanding of the Group and the Company and its environment obtained in the course of the audit, we have not identified material misstatements in the Strategic report or the Directors’ report. Directors’ remuneration In our opinion, the part of the Directors’ remuneration report to be audited has been properly prepared in accordance with the Companies Act 2006. Matters on which we are We have nothing to report in respect of the following matters in relation to required to which the Companies Act 2006 requires us to report to you if, in our opinion: report by exception adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or the Company financial statements and the part of the Directors’ remuneration report to be audited 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. 90 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION Responsibilities of Directors As explained more fully in the Directors’ responsibilities statement, the Directors are responsible for the preparation of the financial statements and for being satisfied that they give a true and fair view, and for such internal control as the Directors determine is necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error. In preparing the financial statements, the Directors are responsible for assessing the Group’s and the 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 the Directors 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 for the audit of the financial statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes our opinion. Reasonable assurance is a high level of assurance, but is not a 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 the aggregate, they could reasonably be expected to influence the economic decisions of users taken on the basis of these financial statements. Extent to which the audit was capable of detecting irregularities, including fraud Irregularities, including fraud, are instances of non-compliance with laws and regulations. We design procedures in line with our responsibilities, outlined above, to detect material misstatements in respect of irregularities, including fraud. The extent to which our procedures are capable of detecting irregularities, including fraud is detailed below: Non-compliance with laws and regulations Based on: Our understanding of the Group and the industry in which it operates; Discussion with the Investment Manager, the Audit Committee and those charged with governance; and Obtaining an understanding of the Group’s policies and procedures regarding compliance with laws and regulations, we considered the significant laws and regulations to be the applicable accounting framework, the Companies Act 2006, UK tax legislation (including the REIT regime requirements) and the UK Listing Rules, and we considered the extent to which non-compliance might have a material effect on the Group financial statements. Our procedures in response to the above included: In order to address the risk of non-compliance with the REIT regime, considering a report from the Group’s external adviser, detailing the actions that the Group has undertaken to ensure compliance. This paper was reviewed and the assumptions were challenged, with the assistance of our own internal tax expert; Review of correspondence with regulatory authorities for any instances of non-compliance with laws and regulations; Review of legal expenditure accounts to understand the nature of expenditures incurred; Agreeing the financial statement disclosures to underlying supporting documentation where relevant; and Review of Board and Committee meeting minutes and enquiries with the Investment Manager and the Directors for any known or suspected instances of non-compliance with laws and regulations. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 91
INDEPENDENT AUDITOR’S REPORT Irregularities including fraud We assessed the susceptibility of the financial statements to material misstatement, including fraud. Our risk assessment procedures included: Enquiry with the Investment Manager, the Audit Committee and those charged with governance regarding any known or suspected instances of fraud; Obtaining an understanding of the Group’s policies and procedures relating to: Detecting and responding to the risks of fraud; and Internal controls established to mitigate risks related to fraud. Review of minutes of meetings of those charged with governance for any known or suspected instances of fraud; Discussion amongst the engagement team as to how and where fraud might occur in the financial statements; and Performing analytical procedures to identify any unusual or unexpected relationships that may indicate risks of material misstatement due to fraud. Based on our risk assessment, we considered the areas most susceptible to fraud to be valuation of investment properties and management override of controls. Our procedures in response to the above included: Addressing the risk of management override of controls by testing journal entries which met a defined risk criteria and a sample of journal entries from the residual population processed during the year, agreeing to supporting documentation and evaluating whether there was evidence of bias by Management or the Directors that represented a risk of material misstatement due to fraud; and Our responses to the valuation of investment properties risk are set out in the key audit matters section above. We also communicated relevant identified laws and regulations and potential fraud risks to all engagement team members, who were deemed to have the appropriate competence and capabilities, and remained alert to any indications of fraud or non-compliance with laws and regulations throughout the audit. Our audit procedures were designed to respond to risks of material misstatement in the financial statements, recognising that the risk of not detecting a material misstatement due to fraud is higher than the risk of not detecting one resulting from error, as fraud may involve deliberate concealment by, for example, forgery, misrepresentations or through collusion. There are inherent limitations in the audit procedures performed and the further removed non-compliance with laws and regulations is from the events and transactions reflected in the financial statements, the less likely we are to become aware of it. A further description of our responsibilities is available on the Financial Reporting Council’s website at: www.frc.org.uk/auditorsresponsibilities. This description forms part of our auditor’s report. Use of our report 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 the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed. Charles Ellis (Senior Statutory Auditor) For and on behalf of BDO LLP, Statutory Auditor London United Kingdom 25 March 2026 BDO LLP is a limited liability partnership registered in England and Wales (with registered number OC305127). 92 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION GROUP STATEMENT OF COMPREHENSIVE INCOME For the year ended 31 December 2025 Year ended 31 December Year ended 31 December 2025 2024 Note £’000 £’000 Income Rental income 5 40,743 39,072 Expected credit loss 5 (743) (3,329) Insurance charge income 5 656 713 Insurance charge expense 5 (656) (713) Other income 5 30 106 Total income 40,030 35,849 Expenses Directors’ remuneration 6 (340) (307) General and administrative expenses 9 (4,006) (3,556) Management fees 8 (3,265) (7,814) Total expenses (7,611) (11,677) Loss from fair value adjustment on investment properties 13 (22,053) (53,030) Operating profit/(loss) 10,366 (28,858) Finance income 297 148 Finance costs 11 (7,670) (7,679) Profit/(loss) for the year before tax 2,993 (36,389) Taxation 12 Profit/(loss) and total comprehensive income for the year 2,993 (36,389) IFRS earnings/(loss) per share – basic and diluted 35 0.76p (9.25)p The accompanying notes on pages 97 to 122 form an integral part of these Group Financial Statements. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 93
GROUP STATEMENT OF FINANCIAL POSITION As at 31 December 2025 31 December 2025 31 December 2024 Note £’000 £’000 Assets Non-current assets Investment properties 13 602,813 624,695 Trade and other receivables 14 3,038 3,306 Total non-current assets 605,851 628,001 Current assets Assets held for sale 1,947 Trade and other receivables 15 3,562 3,315 Cash, cash equivalents and restricted cash 16 25,414 27,492 Total current assets 30,923 30,807 Total assets 636,774 658,808 Liabilities Current liabilities Trade and other payables 17 2,748 6,095 Total current liabilities 2,748 6,095 Non-current liabilities Other payables 18 1,532 1,528 Bank and other borrowings 19 261,718 261,441 Total non-current liabilities 263,250 262,969 Total liabilities 265,998 269,064 Total net assets 370,776 389,744 Equity Share capital 21 3,940 3,940 Share premium reserve 22 203,753 203,753 Treasury shares reserve 23 (378) (378) Capital redemption reserve 24 93 93 Capital reduction reserve 24 155,359 155,359 Retained earnings 25 8,009 26,977 Total equity 370,776 389,744 IFRS net asset value per share – basic and diluted 36 94.23p 99.05p The Group Financial Statements were approved and authorised for issue by the Board on 25 March 2026 and signed on its behalf by: Chris Phillips Chair 25 March 2026 The accompanying notes on pages 97 to 122 form an integral part of these Group Financial Statements. 94 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION GROUP STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2025 Year ended Share capital Share premium reserve Treasury shares reserve Capital redemption reserve Capital reduction reserve Retained earnings Total equity 31 December 2025 Note £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2025 3,940 203,753 (378) 93 155,359 26,977 389,744 Profit and total comprehensive income for the year 2,993 2,993 Transactions with owners Dividends paid 26 (21,961) (21,961) Balance at 31 December 2025 3,940 203,753 (378) 93 155,359 8,009 370,776 Year ended Share capital Share premium reserve Treasury shares reserve Capital redemption reserve Capital reduction reserve Retained earnings Total equity 31 December 2024 Note £’000 £’000 £’000 £’000 £’000 £’000 £’000 Balance at 1 January 2024 3,940 203,753 (378) 93 155,359 84,850 447,617 Loss and total comprehensive income for the year (36,389) (36,389) Transactions with owners Dividends paid 26 (21,484) (21,484) Balance at 31 December 2024 3,940 203,753 (378) 93 155,359 26,977 389,744 The accompanying notes on pages 97 to 122 form an integral part of these Group Financial Statements. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 95
GROUP STATEMENT OF CASH FLOWS For the year ended 31 December 2025 Year ended Year ended 31 December 2025 31 December 2024 Note £’000 £’000 Cash flows from operating activities Profit/(loss) before tax 2,993 (36,389) Adjustments for: Expected credit loss 743 3,329 Loss from fair value adjustment on investment properties 22,053 53,030 Finance income (297) (148) Finance costs 7,670 7,679 Operating results before working capital changes 33,162 27,501 Increase in trade and other receivables (986) (1,853) (Decrease)/increase in trade and other payables (3,241) 3,421 Net cash generated from operating activities 28,935 29,069 Cash flows from investing activities Capital expenditure on investment properties (2,306) (2,271) Proceeds from sale of assets 350 Restricted cash movement 166 (155) Interest received 253 103 Net cash used in investing activities (1,537) (2,323) Cash flows from financing activities Interest paid (7,349) (7,348) Loan arrangement fees paid 19 (29) Dividends paid 26 (21,961) (21,484) Net cash used in financing activities (29,310) (28,861) Net decrease in cash and cash equivalents (1,912) (2,115) Cash and cash equivalents at the beginning of the year 23,289 25,404 Cash and cash equivalents at the end of the year 16 21,377 23,289 The accompanying notes on pages 97 to 122 form an integral part of these Group Financial Statements. 96 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 1. Corporate Information Social Housing REIT plc (the “Company”) is a Real Estate Investment Trust (“REIT”) incorporated in England and Wales under the Companies Act 2006 as a public company limited by shares on 12 June 2017. The address of the registered office is The Scalpel 18th Floor, 52 Lime Street, United Kingdom, EC3M 7AF. The Company is registered as an investment company under section 833 of the Companies Act 2006 and is domiciled in the United Kingdom. The principal activity of the Company and its subsidiaries (the “Group”) is to provide shareholders with an attractive level of income, together with the potential for capital growth from investing in a portfolio of social homes. 2. Basis of Preparation The financial statements of the Group have been prepared in accordance with UK-adopted International Accounting Standards and with the requirements of the Companies Act 2006 as applicable to companies reporting under those standards. All accounting policies have been applied consistently. The Group’s Financial Statements have been prepared on a historical cost basis, as modified for the Group’s investment properties, which have been measured at fair value. Gains or losses arising from changes in fair values are included in profit or loss. The preparation of financial statements in compliance with UK-adopted International Accounting Standards requires the use of certain critical accounting estimates. It also requires management to exercise judgement in applying the Group’s accounting policies. The areas where significant judgements and estimates have been made in preparing these financial statements and their effect are disclosed in note 3. Several new and amended accounting standards and interpretations have been issued by the IASB but are not yet effective for the year ended 31 December 2025. The most significant of these is IFRS 18 Presentation and Disclosure in Financial Statements, which replaces IAS 1 and is effective for accounting periods beginning on or after 1 January 2027. Even though IFRS 18 will not have any effect on the recognition and measurement of items in the consolidated financial statements, it is expected to have a significant effect on the presentation and disclosure of certain items. These changes include categorisation and sub-totals in the statement of profit or loss, aggregation/disaggregation and labelling of information, and disclosure of management-defined performance measures. 2.1. Going Concern The Group benefits from a secure income stream from long leases which are not overly reliant on any one tenant and present a well-diversified risk. The Directors have reviewed the Group’s forecast which shows the expected annualised rental income exceeds the expected operating and financing costs of the Group. 91.5% of rental income due and payable for the year ended 31 December 2025 has been collected, rent arrears are predominantly attributable to two Approved Providers, My Space Housing Solutions and Portus Supported Housing Limited (formerly Westmoreland Supported Housing Ltd). The Directors believe that the Group is still well placed to manage its financing and other business risks and that the Group will remain viable, continuing to operate and meet its liabilities as they fall due. The Directors have performed an assessment of the ability of the Group to continue as a going concern, for the period up to 30 June 2027. The Directors have considered the expected obligations of the Group during this period and are confident that all will be met. The Directors have also considered the financing provided to the Group. Norland Estates Limited and TP REIT Propco 2 Limited have bank facilities with MetLife and MetLife and Barings respectively. The loans secured by Norland Estates Limited and TP REIT Propco 2 Limited are subject to asset cover ratio covenants and interest cover ratio covenants which can be found in the table below. The Directors have also considered reverse stress testing and the circumstances that would lead to a covenant breach. Given the level of headroom, the Directors are of the view that the risk of scenarios materialising that would lead to a breach of the covenants is remote. The Group has adhered to all these covenants throughout the year and is also expected to comfortably meet these covenants over the next 12 months. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 97
NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 2. Basis of Preparation continued 2.1. Going Concern continued
Norland Estates Limited TP REIT Propco 2 Limited
Asset Cover (ACR)
Asset Cover Ratio Covenant x2.00 x1.67
Asset Cover Ratio 31 December 2025 x2.39 x1.96
Blended Net initial yield 7.03% 6.40%
Headroom (yield movement) 128bps 104bps
Interest Cover (ICR)
Interest Cover Ratio Covenant 1.75x 1.75x
Interest Cover Ratio 31 December 2025 4.89x 4.82x
Headroom (rental income movement) 64% 61%
Under the downside model the forecasts have been stressed to show the effect of some lessees ceasing to pay their voids liability, and as a result this causes Approved Providers to default under some of the Group leases. The assumptions for the amount of rent paid by two Approved Providers have been sensitised. Under the downside model the Group will be able to settle its liabilities for the period to 30 June 2027. As a result of the above, the Directors are of the opinion that the going concern basis adopted in the preparation of the financial statements is appropriate. The Group has no short or medium-term refinancing risk given the 7.6-year weighted average maturity of its long-term debt facilities with MetLife and Barings, the first of which expires in June 2028, and which are fully fixed at an all-in weighted average rate of 2.74%. Having reviewed and considered the forecasts prepared, the Directors consider that the Group has adequate resources in place and will be able to settle its liabilities for a period of at least 12 months from the date of signing these financial statements and have therefore adopted the going concern basis of accounting in preparing these financial statements.
2.2. Currency The Group financial information is presented in Sterling which is also the Group’s functional currency. 3. Significant Accounting Judgements, Estimates and Assumptions In the application of the Group’s accounting policies, which are described in note 4, the Directors are required to make judgements, estimates and assumptions about the carrying amounts of assets and liabilities that are not readily apparent from other sources. The estimates and associated assumptions that have a significant risk of causing a material adjustment to the carrying amounts of related assets and liabilities within the next financial year are outlined below: Estimates: 3.1. Investment properties The Group uses the valuation carried out by its independent valuers as the fair value of its property portfolio. The valuation is based upon assumptions including future rental income and the appropriate discount rate. The valuers also refer to market evidence of transaction prices for similar properties. Further information is provided in note 13. The Group’s properties have been independently valued by Jones Lang LaSalle Limited (“JLL” or the “Valuer”) in accordance with the definitions published by the Royal Institute of Chartered Surveyors’ (“RICS”) Valuation – Global Standards (commonly known as the “Red Book”). JLL is one of the most recognised professional firms within social housing valuation and has sufficient current local and national knowledge of both social housing in general and Specialist Supported Housing and has the skills and understanding to undertake the valuations competently. With respect to the Group’s Financial Statements, investment properties are valued at their fair value at each Statement of Financial Position date in accordance with IFRS 13 which recognises a variety of fair value inputs depending upon the nature of the investment. Given the bespoke nature of each of the Group’s investments, all of the Group’s investment properties are included in Level 3 with the inputs included in note 13. 98 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 3. Significant Accounting Judgements, Estimates and Assumptions continued 3.1. Investment properties continued Level 1 – Unadjusted, quoted prices for identical assets and liabilities in active (typically quoted) markets; Level 2 – Quoted prices for similar assets and liabilities in active markets; and Level 3 – External inputs are “unobservable”. Value is the Director’s best estimate, based on advice from relevant knowledgeable experts, use of recognised valuation techniques and a determination of which assumptions should be applied in valuing such assets and with particular focus on the specific attributes of the investments themselves. 3.2. Expected Credit Losses (ECL) The Group recognised an additional ECL provision of £743,000 in the current year (2024: £3,329,000). The prior year provision was subsequently fully written off after My Space entered into a CVA during March 2025 resulting in a total ECL provision of nil as at 31 December 2025 (31 December 2024: £8,021,000). A default probability for each of the Approved Providers, representing the estimated percentage likelihood of them paying outstanding rent due at year end, was determined based on their latest known financial position and any repayment plans that had been agreed or discussed. For each provider the estimated probability percentage of receiving unpaid rent has been multiplied by the rental and recharge arrears as at the statement of financial position date. The figure has been aggregated to arrive at the ECL provision. Judgements: 3.3. Leases incentive debtor The lease incentive debtor recognised from rent smoothing adjustments are not considered to be financial assets as the amounts are not yet contractually due, although the credit risk is considered in the determination of the fair value of the related property. As such, the requirements of IFRS 9 (including the expected credit loss method) are not applied to these balances. The credit risk associated with each tenant is considered in the determination of the fair value of the related property. In the current year, the expense recognised in respect of such rent smoothing amounted to £108,000 (2024: £1,018,000 income, before the impact of the £1,984,000 written off in respect of the Parasol leases which were reassigned during 2024) which is primarily driven by the lower number of properties in current rent-free periods compared with the prior year. 4. Summary of Material Accounting Policies 4.1. Investment property Investment property, which is property held to earn rentals and/or for capital appreciation, is initially measured at cost, being the fair value of the consideration given, including expenditure that is directly attributable to the acquisition of the investment property. The Group recognises asset acquisitions on legal completion. After initial recognition, investment property is stated at its fair value at the Statement of Financial Position date. Gains and losses arising from changes in the fair value of investment property are included in profit or loss for the period in which they arise in the Statement of Comprehensive Income. Subsequent expenditure is capitalised only when it is probable that future economic benefits are associated with the expenditure. An investment property is derecognised upon disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected to be obtained from the disposal. Any gain or loss arising on de-recognition of the property (calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is recorded in profit or loss in the period in which the property is derecognised. Significant accounting judgements, estimates and assumptions made for the valuation of investment properties are discussed in note 3. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 99
NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 4. Summary of Material Accounting Policies continued 4.2. Leases Lessor Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee. All other leases are classified as operating leases. The Group has determined that it retains all the significant risks and rewards of ownership of the properties it has acquired to date and accounts for the contracts as operating leases. Properties leased out under operating leases are included in investment properties in the Statement of Financial Position. Rental income from operating leases is recognised on a straight-line basis over the term of the relevant leases. Tenant lease incentives are not subject to expected credit loss provision under IFRS 9 as the Group does not have unconditional right to collect cash flows relating to these assets but do impact the carrying amounts of the related investment properties as at the statement of financial position date. Therefore, a lease incentive debtor is recognised based on the smoothing of rent-free periods granted such that the rental income from operating leases is recognised on a straight-line basis over the lease term. Lessee As a lessee the Group recognises a right-of-use asset within investment properties and a lease liability for all leases, which is included within other payables (notes 17 and 18). The lease liabilities are measured at the present value of the remaining lease payments, discounted using an appropriate discount rate at inception of the lease or on initial recognition. The discount rate applied by the Group is the incremental borrowing rate at which a similar borrowing could be obtained from an independent creditor under comparable terms and conditions. Subsequent to initial measurement lease liabilities increase as a result of interest charged at a constant rate on the balance outstanding and are reduced for lease payments made. As leasehold properties meet the definition of investment property, the right-of-use assets are presented within investment properties (note 13), and after initial recognition are subsequently measured at fair value. Sub-leases Leases are classified as finance leases whenever the terms of the lease transfer substantially all the risks and rewards of ownership of the underlying property asset to the lessee. Sub-leases of leasehold properties are classified with reference to the right-of-use asset arising from the head lease. All other leases are classified as operating leases. 4.3. Rent and other receivables Rent and other receivables are amounts due in the ordinary course of business. If collection is expected in one year or less, they are classified as current assets. Rent receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost, less provision for impairment. Impairment provisions for current and non-current rent receivables are recognised based on the simplified approach within IFRS 9 using a provision matrix in the determination of the lifetime expected credit losses. During this process the probability of the non-payment of the rent receivables is assessed. This probability is then multiplied by the amount of the expected loss arising from default to determine the lifetime expected credit loss for the rent receivables. Rent receivables are reported net of the ECL provision and the movement in the provision is recognised in the Group statement of comprehensive income. On confirmation that the rent receivable will not be collectable, the gross carrying value of the asset is written off against the associated provision. Impairment provisions for all other receivables are recognised based on a forward-looking expected credit loss model using the general approach. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12 month expected credit losses along with gross interest income are recognised. For those which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. 100 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 4. Summary of Material Accounting Policies continued 4.3. Rent and other receivables continued Under pass-through arrangements, rental income is collected by an Approved Provider (“AP”) on behalf of the Group. The AP deducts agreed management fees and property-related costs and remits the remaining balance to the Group. The Group recognises rental income as the amount received from the RP, being the RP gross rental income less the costs deducted under the arrangement. When My Space entered into a Company Voluntary Arrangement (CVA), all outstanding receivable balances had already been fully provided for within the expected credit loss (ECL) provision as at February 2025, with the exception of a small balance arising due to timing differences. Accordingly, all amounts, including this residual balance, were written off against the existing provision, resulting in the customer debtor balance and any outstanding arrears being reduced to nil. 4.4. Bank and other borrowings Bank borrowings and the Group’s loan notes are initially recognised at fair value net of any transaction costs directly attributable to the issue of the instrument. Such interest-bearing liabilities are subsequently measured at amortised cost using the effective interest rate method, which ensure that any interest expense over the period to repayment is at a constant rate on the balance of the liability carried in the Group Statement of Financial Position. For the purposes of each financial liability, interest expense includes initial transaction costs and any premium payable on redemption, as well as any interest or coupon payment while the liability is outstanding. 4.5. Taxation Taxation on the element of the profit or loss for the period that is not exempt under UK REIT regulations would be comprised of current and deferred tax. Tax is recognised in the Statement of Comprehensive Income except to the extent that it relates to items recognised as direct movement in equity, in which case it is recognised as a direct movement in equity. Current tax is the expected tax payable on any non-REIT taxable income for the period, using tax rates enacted or substantively enacted at the Statement of Financial Position date, and any adjustment to tax payable in respect of previous periods. 4.6. Dividends payable to shareholders Dividends are recognised when they become legally payable. Interim dividends are recognised when paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting. 4.7. Rental income Rental income from investment property is recognised on a straight-line basis over the term of ongoing leases and is shown gross of any UK income tax. Tenant lease incentives are recognised as a reduction of rental revenue on a straight-line basis over the term of the lease and are not subjected to an expected credit loss provision under IFRS 9. These are recognised within trade and other receivables on the Statement of Financial Position. Lease modifications are accounted for as a new lease from the effective date of modification. On entering into a lease modification any initial direct costs associated with the original lease are derecognised through profit or loss in the year. Rent reviews are recognised from the date when such reviews have been agreed and finalised with tenants. For rent reviews with rental uplifts linked to the inflation index, the rental increases are recognised as income in the period to which they relate, as they are deemed to be variable lease payments intended to compensate for inflationary cost increases. When the Group enters into a forward funded transaction, the future tenant signs an agreement for lease. No rental income is recognised under the agreement for lease, but once the practical completion has taken place the formal lease is signed at which point rental income commences to be recognised in the Statement of Comprehensive Income. Under IFRS 15, the Group’s revenue from contracts with customers includes insurance charge income which is recognised over the period the respective services are provided. 4.8. Finance income and finance costs Finance income is recognised as interest accrues on cash balances held by the Group. Finance costs consist of interest and other costs that the Group incurs in connection with bank and other borrowings. These costs are expensed in the period in which they occur. Borrowing costs are capitalised, net of interest received on cash drawn down yet to be expended when they are directly attributable to the acquisition, contribution or production of an asset that necessarily takes a substantial period of time to get ready for its intended use. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 101
NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 4. Summary of Material Accounting Policies continued 4.9. Investment management fees Investment management fees are recognised in the Statement of Comprehensive Income on an accrual basis. 4.10. Treasury shares Consideration paid or received for the purchase or sale of treasury shares is recognised directly in equity. The cost of treasury shares held is presented as a separate reserve (the “treasury share reserve”). Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to share premium. 5. Rental and other Income
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Rental income – freehold assets 38,498 36,709
Rental income – leasehold assets 2,245 2,363
40,743 39,072
Expected credit loss (743) (3,329)
Insurance charge income 656 713
Insurance charge expense (656) (713)
Other income 30 106
40,030 35,849
The lease agreements between the Group and the Approved Providers are fully repairing and insuring leases. The Approved Providers are responsible for the settlement of all present and future rates, taxes, costs and other impositions payable in respect of the properties. As a result, no direct property expenses were incurred. All rental income arose within the United Kingdom. The expected loss rates are based on the Group’s credit losses which started to occur during the year ended 31 December 2022 for the first time since IPO expected loss rates are then adjusted for current and forward- looking information affecting the Group’s tenants. The expected credit loss for the current year relates mostly to one tenant (2024: one tenant). Following the filing of the CVA in March 2025, no further expected credit loss has been recognised as the rent becomes variable in nature. The movement in the expected credit loss provision during the year has been set out below: An Approved Provider (AP) is a housing association, Local Authority or other regulated organisation in receipt of direct payment from local government including a care provider.
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Opening expected credit loss provision (8,021) (6,666)
Increase in provision for My Space Housing (705) (3,329)
Increase in provision for all other APs (38)
Write off of Parasol debtor 1,974
Write off of My Space Housing debtor on CVA 8,726
Write off of other AP’s debtor 38
Closing expected credit loss provision (8,021)
102 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 6. Directors’ Remuneration
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Directors’ fees 301 275
Employer’s National Insurance Contributions 39 32
340 307
The Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The Chairman receives a director’s fee of £75,000 per annum (2024: £75,000), and the other Directors of the Board receive a fee of £50,000 per annum (2024: £50,000). The Directors are also entitled to an additional fee of £7,500 in connection with the production of every prospectus by the Company. No additional fees were paid during 2025 or 2024. A summary of the Directors’ emoluments, including the disclosures required by the Companies Act 2006, is set out in the Directors’ Remuneration Report within the Corporate Governance Report. None of the Directors received any advances or credits from any Group entity during the year.
7. Particulars of Employees The Group and Company had no employees during the year other than the Directors (2024: none). 8. Management Fees
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Management fees 3,265 4,651
Termination fees 3,163
3,265 7,814
On 1 January 2025 Atrato Partners Limited (“Atrato”) was appointed as the Investment Manager of the Company. The management fee is calculated quarterly, in arrears, as a percentage of the Company’s average market capitalisation at the end of each quarter. The Management Fee will be calculated using the following fee thresholds and rates:
Market capitalisation threshold Relevant fee rate (per annum)
Up to and including £150 million 1.25% (equivalent to 0.3125% per quarter)
Above £150 million, up to and including £300 million 1.00% (equivalent to 0.25% per quarter)
Above £300 million 0.70% (equivalent to 0.175% per quarter)
The management fee relating to 2024 was paid while the fund was managed by Triple Point Investment Management LLP (TPIM), the previous Investment Manager, and was calculated quarterly in arrears based upon a percentage of the last published Net Asset Value of the Group (not taking into account uncommitted cash balances after deducting borrowings) as at 31 March, 30 June, 30 September and 31 December in each year on the following basis with effect from Admission: on that part of the Net Asset Value up to and including £250 million, an amount equal to 1.0% of such part of the Net Asset Value; on that part of the Net Asset Value over £250 million and up to and including £500 million, an amount equal to 0.9% of such part of the Net Asset Value; on that part of the Net Asset Value over £500 million and up to and including £1 billion, an amount equal to 0.8% of such part of the Net Asset Value; and on that part of the Net Asset Value over £1 billion, an amount equal to 0.7% of such part of the Net Asset Value.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 8. Management Fees continued Management fees of £3,265,000 (2024: £4,651,000 chargeable by TPIM) were chargeable by Atrato during the year. At the year-end £835,972 was due to Atrato (2024: £1,151,000 was due to TPIM), the amount was settled in early January 2026. The terms of both the Investment Management Agreement and the AIFM Agreement between the Company and TPIM provided for a termination period of 12 months. An agreement was reached to terminate both the contracts with effect from 31 December 2024 and to pay early termination fees. These fees totalled £3,343,000 (£3,163,000 in respect of Investment Management and £180,000 in respect of the AIFM) and was structured in two tranches. This was in addition to the regular quarterly fees. The AIFM termination fee of nil (2024: £180,000) is included within General and Administrative expenses as set out in note 9. 9. General and Administrative Expenses
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Property costs 1,391 148
Legal and professional fees 1,076 1,356
Audit fees 472 429
Marketing costs 437 471
Administration and secretarial fees 413 319
Other administrative expenses 177 149
Lease transfer costs 40 271
AIFM fees 233
AIFM termination fees 180
4,006 3,556
On 1 October 2019 Hanway Advisory Limited were appointed to provide Administration and Company Secretarial Services to the Group. On 23 September 2025, Hanway Advisory Limited ceased to act as administrator and was replaced by Atrato. Administration and company secretarial fees of £413,000 (2024: £319,000) were incurred during the year, comprising fees payable to Hanway Advisory Limited for both Administration and company secretarial fees up to 23 September 2025. After this date Atrato replaced Hanway as the Administrator, while Hanway Advisory Limited, continued to provide company secretarial services. The audit fees in the table above are inclusive of VAT, and differ to the fees in note 10 which are reported net of VAT. On 30 June 2020, TPIM was appointed as the Group’s Alternative Investment Fund Manager (“AIFM”) to perform certain functions for the Group. As described in note 8, following the change in investment manager and the appointment of Atrato as the Group’s new investment manager, TPIM ceased to act as AIFM. Accordingly, no AIFM fees were incurred in the current year.
10. Audit Fees
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Group audit fees – current year 309 280
Subsidiary audit fees 38 34
347 314
Non-audit fees paid to BDO LLP amounted to £45,500 (2024: £42,500) for the half-year interim review. The audit fee for all subsidiaries have been borne by the Company (see note 31).
104 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 11. Finance Costs
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Interest payable on bank borrowings 7,217 7,217
Amortisation of loan arrangement fees 277 287
Lender valuation fees 121 121
Head lease interest expense 44 44
Bank charges 11 10
7,670 7,679
Total finance cost for financial liabilities not measured at fair value through profit or loss 7,659 7,669
Under the terms of the debt facilities the lenders require an annual independent valuation to be undertaken at the Company’s expense. The cost of these valuations is set out above.
12. Taxation As a UK REIT, the Group is exempt from corporation tax on the profits and gains from its property investment business, provided it meets certain conditions as set out in the UK REIT regulations. For the year ended 31 December 2025, the Group did not have any non-qualifying profits and accordingly there is no tax charge in the period. If there were any non-qualifying profits and gains, these would be subject to corporation tax. It is assumed that the Group will continue to be a group UK REIT for the foreseeable future, such that deferred tax has not been recognised on temporary differences relating to the property rental business.
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Current tax
Corporation tax charge for the year
Total current income tax charge in the profit or loss
The tax charge for the year is less than the standard rate of corporation tax in the UK of 25% (2024: 25%). The differences are explained below.
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
Profit/(loss) for the year before tax 2,993 (36,389)
Tax at UK corporation tax standard rate of 25% 748 (9,098)
Change in value of investment properties 5,447 13,258
Disposal of investment property 66
Exempt REIT income (6,704) (5,194)
Amounts not deductible for tax purposes 27 35
Unutilised residual current year tax losses 416 999
UK REIT exempt income includes property rental income that is exempt from UK Corporation Tax in accordance with Part 12 of CTA 2010.
SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 105
NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 13. Investment Property
Operational assets £’000
As at 1 January 2025 624,695
Acquisitions and additions* 2,200
Fair value adjustment*** (21,789)
Disposals (350)
Transferred to Assets Held for Sale** (1,947)
Movement in head lease ground rent liability 4
As at 31 December 2025 602,813
As at 1 January 2024 675,497
Acquisitions and additions* 2,221
Fair value adjustment (53,027)
Movement in head lease ground rent liability 4
As at 31 December 2024 624,695
* Additions in the table above differs to the total capital expenditure amount in the Group statement of cash flows due to retentions no longer payable which were credited to Investment Property additions. ** 3 assets with fair value of £1,947,000 were reclassified to assets held for sale during the year ended 31 December 2025. *** The difference between the loss from fair value adjustment on investment properties presented in the Statement of Comprehensive Income and Statement of Cash Flows compared to note 13 is £264,000. This relates to the lease incentive balances associated with 36 Oxford Grove and 38 Oxford Grove, which were sold during the period. Reconciliation to the Group Statement of Comprehensive Income (“SOCI”):
31 December 2025 £’000 31 December 2024 £’000
Fair value adjustment in note 13 (21,789) (53,027)
Loss from fair value adjustments on assets held for sale (3)
Loss on disposal of investment properties (264)
Loss from fair value adjustments in SOCI (22,053) (53,030)
The £264,000 loss on disposal of investment properties relates to the write-off of a lease incentive debtor associated with properties disposed of during the year. Reconciliation to independent valuation:
31 December 2025 £’000 31 December 2024 £’000
Investment property valuation 606,275 626,351
Fair value adjustment – headlease ground rent 1,472 1,468
Fair value adjustment – lease incentive debtor (2,987) (3,124)
Transferred to Assets Held for Sale (1,947)
602,813 624,695
The carrying value of leasehold properties at 31 December 2025 was £34,342,000 (2024: £35,934,000).
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OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 13. Investment Property continued In accordance with “IAS 40: Investment Property”, the Group’s investment properties have been independently valued at fair value by Jones Lang LaSalle Limited (“JLL”), an accredited external valuer with recognised and relevant professional qualifications. The independent valuers provide their fair value of the Group’s investment property portfolio on a semi annual basis. JLL were appointed as external valuers by the Board on 11 December 2017. JLL has provided valuations services to the Group. The proportion of the total fees payable by the Company to JLL’s total fee income is minimal. Additionally, JLL has a rotation policy in place whereby the signatories on the valuations rotate after five years. % Key Statistic The metrics below are in relation to the total investment property portfolio held as at 31 December 2025.
Portfolio metrics 31 December 2025 31 December 2024
Capital Deployed (£’000)* 577,402 576,804
Number of Properties 492 494
Number of Tenancies*** 389 391
Number of Registered Providers*** 27 28
Number of Local Authorities*** 151 148
Number of Care Providers*** 115 109
Valuation Net Initial Yield (NIY)** 6.42% 6.22%
* calculated excluding acquisition costs. ** calculated using IAS 40 valuations (excluding forward funding acquisitions). *** calculated excluding forward funding acquisitions.
31 December 2025 31 December 2024
Region *Cost £'000 % of funds invested *Cost £'000 % of funds invested
North West 112,689 19.5 111,206 19.3
West Midlands 93,221 16.1 93,006 16.1
Yorkshire 81,839 14.2 87,103 15.1
East Midlands 69,323 12.0 63,979 11.1
North East 56,913 9.9 56,653 9.8
South East 54,889 9.5 54,366 9.4
London 49,717 8.6 49,626 8.6
South West 26,548 4.6 28,099 4.9
East 23,703 4.1 24,206 4.2
Scotland 5,900 1.0 5,900 1.0
Wales 2,660 0.5 2,660 0.5
Total 577,402 100.00 576,804 100.0
* excluding acquisition costs
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 13. Investment Property continued Fair value hierarchy
Date of valuation Total £’000 Quoted prices in active markets (Level 1) £’000 Significant observable inputs (Level 2) £’000 Significant unobservable inputs (Level 3) £’000
Assets measured at fair value:
Investment properties 31 December 2025 602,813 602,813
Investment properties 31 December 2024 624,695 624,695
There have been no transfers between Level 1 and Level 2 during the year, nor have there been any transfers between Level 2 and Level 3 during the year. The valuations have been prepared in accordance with the RICS Valuation – Global Standards (commonly known as the “Red Book”) by JLL, one of the leading professional firms engaged in the social housing sector. As noted previously, all of the Group’s investment properties are reported as Level 3 in accordance with IFRS 13 where external inputs are “unobservable” and value is the Directors’ best estimate, based upon advice from relevant knowledgeable experts. In this instance, the determination of the fair value of an investment property requires an examination of the specific merits of each property that are in turn considered pertinent to the valuation. These include i) the regulated social housing sector and demand for the facilities offered by each Specialised Supported Housing property owned by the Group; ii) the particular structure of the Group’s transactions where lessees at their own expense, meet the majority of the refurbishment costs of each property and certain purchase costs; iii) detailed financial analysis with discount rates supporting the carrying value of each property; iv) underlying rents for each property being subject to independent benchmarking and adjustment where the Group considers them too high (resulting in a price reduction for the purchase or withdrawal from the transaction); and v) a full repairing and insuring lease with annual indexation based on CPI or CPI+1% and effectively 25 years outstanding, in most cases with a Registered Provider itself regulated by the Regulator of Social Housing. Descriptions and definitions relating to valuation techniques and key unobservable inputs made in determining fair values are as follows: Valuation techniques: Discounted cash flows The discounted cash flow model considers the present value of net cash flows to be generated from the property, taking into account the expected rental growth rate and lease incentive costs such as rent-free periods. The expected net cash flows are then discounted using risk-adjusted discount rates. There are three main unobservable inputs that determine the fair value of the Group’s investment property: 1. the rate of inflation as measured by CPI; it should be noted that all leases benefit from either CPI or RPI indexation; 2. the passing rent or estimated rental value (“ERV”) as applicable based on market conditions prevailing at the valuation date; and 3. the discount rate applied to the rental flows. Key factors in determining the discount rates to assess the level of uncertainty applied include: the performance of the regulated social housing sector and demand for each Specialised Supported Housing property owned by the Group; costs of acquisition and refurbishment of each property; the anticipated future underlying cash flows for each property; benchmarking of each underlying rent for each property (passing rent); and the fact that all of the Group’s properties have the benefit of full repairing and insuring leases entered into by a Housing Association. A decrease in passing rent or ERV would decrease the fair value. A decrease in discount rate would increase the fair value. The fair value measurement is based on the above items highest and best use, which does not differ from their actual use. The valuer also considers the resulting net initial yield for each property for appropriateness.
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OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 13. Investment Property continued Sensitivities of measurement of significant unobservable inputs As set out within the significant accounting estimates and judgements in note 3, the Group’s property portfolio valuation is open to judgements and is inherently subjective by nature. As a result, the following sensitivity analysis has been prepared: Average discount rate, rental values and range:
2025 2024
Range of discount rates 6.3%-10.7% 6.4%-10.4%
Average discount rate 7.7% 7.6%
Range of Rental values (passing rents or ERV as relevant) of Group’s Investment Properties £0.008m – £0.56m £0.007m – £0.55m
Average of Rental values (passing rents or ERV as relevant) of Group’s Investment Properties £0.1m £0.1m
CPI/RPI increase over the term of the relevant leases 2.0%/2.5% 2.0%/2.5%
The tables below analyse the sensitivity on the fair value of investment properties for changes in discount rates and inflation rates. As a result of the indexation within the leases the inflation sensitivity captures the impact of changes to rental values.
-1.0% change in Discount Rate £’000 +1.0% change in Discount Rate £’000 +0.5% change in CPI £’000 -0.5% change in CPI £’000 +3% change in ERV £’000 -3% change in ERV £’000
Changes in the IFRS fair value of investment properties
As at 31 December 2025 64,308 (54,751) 33,264 (30,968) 17,922 (17,392)
-0.5% change in Discount Rate £’000 +0.5% change in Discount Rate £’000 +0.5% change in CPI £’000 -0.5% change in CPI £’000 +0.5% change in ERV £’000 -0.5% change in ERV £’000
Changes in the IFRS fair value of investment properties
As at 31 December 2024 70,645 (59,690) 36,318 (33,639) 18,653 (18,106)
The valuations have not been influenced by climate related factors due to there being little measurable impact on inputs at present. Valuations have weakened generally, reflecting: 1. achieved market pricing for transactions which have occurred or are reasonably expected to occur for opportunities currently being marketed. 2. A softening of valuation assumptions relating to properties with challenging lessee situations within the portfolio, reflecting updated expectations on rent collection and longer-term achievable rent levels. 3. Adjustment of expectations regarding a number of assets, moving towards vacant possession value.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 14. Trade and other Receivables (non-current)
31 December 2025 £’000 31 December 2024 £’000
Lease incentive debtor 2,743 3,156
Other receivables 295 150
3,038 3,306
The Directors consider that the carrying value of trade and other receivables approximate their fair value. All amounts are due to be received in more than one year from the reporting date.
15. Trade and other Receivables (current)
31 December 2025 £’000 31 December 2024 £’000
Rent receivable 2,837 2,667
Lease incentive debtor 244 202
Prepayments 175 164
Other receivables 306 282
3,562 3,315
The Directors consider that the carrying value of trade and other receivables approximate their fair value. All amounts are due to be received within one year from the reporting date. The Group applies the general approach to providing for expected credit losses under IFRS 9 for rent and other receivables. Where the credit loss relates to revenue already recognised in the Statement of Comprehensive Income, the expected credit loss allowance is recognised in the Statement of Comprehensive Income. Expected credit losses totalling £743,000 (31 December 2024: £3,329,000) were charged to the Statement of Comprehensive Income in the period. The expected credit loss in the period relates mostly to the unpaid rent from My Space up to the date of the CVA.
16. Cash, Cash Equivalents and Restricted Cash
31 December 2025 £’000 31 December 2024 £’000
Cash at bank 13,356 23,289
Restricted cash 4,037 4,203
Cash Held by Lawyers 21
Liquidity Funds 8,000
25,414 27,492
Restricted cash represents monies held in escrow in relation to the transfer of leases to be used for future costs. Liquidity funds consist of surplus cash deposited with Treasury Spring in multiple accounts, all of which have maturities of up to one month. This arrangement was implemented to achieve improved interest returns on available cash. A prior year adjustment has been made to reclassify the Debt Service Reserve Accounts (“DSRA”) from “Cash at bank” to “Restricted cash”. This reclassification reflects the fact that the DSRA balances are not available for general operational use. The adjustment has no impact on total cash balances previously reported, nor on the Statement of Comprehensive Income, but results in a revised presentation within the note to more appropriately reflect the nature of these funds.
31 December 2025 £’000 31 December 2024 £’000
Total Cash, cash equivalents and restricted cash 25,414 27,492
Restricted cash (4,037) (4,203)
Cash reported on Group Statement of Cash Flows 21,377 23,289
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OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 17. Trade and Other Payables Current liabilities
31 December 2025 £’000 31 December 2024 £’000
Trade payables 1,179 139
Accruals 986 5,522
Head lease ground rent (note 27) 40 40
Other creditors 543 394
2,748 6,095
The Other Creditors balance consists of retentions due on completion of outstanding works and outstanding accrued acquisition costs. The Directors consider that the carrying value of trade and other payables approximate their fair value. All amounts are due for payment within one year from the reporting date.
18. Other Payables Non-current liabilities
31 December 2025 £’000 31 December 2024 £’000
Head lease ground rent (note 27) 1,432 1,428
Rent deposit 100 100
1,532 1,528
19. Bank and other Borrowings Non-current liabilities
31 December 2025 £’000 31 December 2024 £’000
Bank and other borrowings drawn at year end 263,500 263,500
Unamortised costs at beginning of the year (2,059) (2,317)
Less: loan issue costs incurred (29)
Add: loan issue costs amortised 277 287
Unamortised costs at end of the year (1,782) (2,059)
Balance at year end 261,718 261,441
At 31 December 2025 there were undrawn bank facilities of £NIL (2024: £NIL). As at 31 December 2025, the Group’s borrowings comprised two debt facilities: a long dated, fixed rate, interest only financing arrangement in the form of a private placement of loan notes in an amount of £68,500,000 with MetLife Investment Management (and affiliated funds); and £195,000,000 long dated, fixed rate, interest only sustainability-linked loan notes through a private placement with MetLife Investment Management clients and Barings.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 19. Bank and other Borrowings continued Loan Notes The Loan Notes of £68,500,000 are secured against a portfolio of Specialised Supported Housing assets throughout the UK, worth approximately £163,823,000 (2024: £170,468,000). The details of the notes are set out in the table below. At 31 December 2025, the Loan Notes have been independently valued at £61,713,000 which has been used to calculate the Group’s EPRA Net Disposal Value in note 2 of the Unaudited Performance Measures. The fair value is determined by comparing the discounted future cash flows using the contracted yields with the reference gilts plus the margin implied. The reference gilts used were the Treasury 3.760% 2028 Gilt (Tranche A) and Treasury 4.020% 2033 Gilt (Tranche B), with an implied margin that is unchanged since the date of fixing.
Loan Note Principal Term Repayment date All in rate Independent Valuation
Tranche A £41.5 million 10 years 30 June 2028 2.924% £39.0 million
Tranche B £27.0 million 15 years 30 June 2033 3.215% £22.7 million
Blended Tranche A & B £68.5 million 12 years 3.039% £61.7 million
In August 2021, the Group put in place Loan Notes of £195,000,000 which enabled the Group to refinance the full £130,000,000 previously drawn under its £160,000,000 RCF with Lloyds and NatWest. The Loan Notes are secured against a portfolio of Specialised Supported Housing assets throughout the UK, worth approximately £382,576,000 (2024: £392,206,000). The details of these notes is set out in the table below. At 31 December 2025, the Loan Notes have been independently valued at £151,279,000 which has been used to calculate the Group’s EPRA Net Disposal Value in note 2 of the Unaudited Performance Measures. The fair value is determined by comparing the discounted future cash flows using the contracted yields with the reference gilts plus the margin implied. The reference gilts used were the Treasury 3.900% 2031 Gilt (Tranche A) and Treasury 4.460% 2036 Gilt (Tranche B), with an implied margin that is unchanged since the date of fixing.
Loan Note Principal Term Repayment date All in rate Independent Valuation
Tranche A £77.5 million 10 years 26 August 2031 2.403% £65.3 million
Tranche B £117.5 million 15 years 26 August 2036 2.786% £86.0 million
Blended Tranche A & B £195.0 million 13 years 2.634% £151.3 million
The Group’s loan to value at the year-end was 41.4% (2024: 40.0%). The loans are considered a Level 2 fair value measurement. The Group has met all compliance with its financial covenants on the above loans throughout the year. Effect of covenants All of the Group’s non-current loans and borrowings contain covenants, which, if not met, would result in the borrowings becoming repayable on demand. These borrowings are otherwise repayable more than 12 months after the end of the reporting period. As at 31 December 2025, the Group complied with all the covenants that were required to be met on or before 31 December 2025. The covenants that are required to be complied with after the current reporting date do not affect the classification of the related borrowings as current or non- current at the statement of financial position date. Therefore, all these borrowings remain classified as non- current liabilities.
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OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 20. Notes Supporting Statement of Cash Flows Reconciliation of liabilities to cash flows from financing activities:
Bank borrowings £’000 (note 19) Head lease £’000 (note 17,18) Total £’000
At 1 January 2025 261,441 1,468 262,909
Cashflows:
Loan arrangement fees paid
Non-cash flows:
– Amortisation of principal on head lease liabilities (40) (40)
– Amortisation of loan arrangement fees 277 277
– Accrued interest on head lease liabilities 44 44
At 31 December 2025 261,718 1,472 263,190
Bank borrowings £’000 (note 19) Head lease £’000 (note 17,18) Total £’000
At 1 January 2024 261,183 1,464 262,647
Cashflows:
Loan arrangement fees paid (29) (29)
Non-cash flows:
– Amortisation of principal on head lease liabilities (40) (40)
– Amortisation of loan arrangement fees 287 287
– Accrued interest on head lease liabilities 44 44
At 31 December 2024 261,441 1,468 262,909
21. Share Capital
Issued and fully paid Number Issued and fully paid £’000
At 1 January 2025 393,916,490 3,940
At 31 December 2025 393,916,490 3,940
Issued and fully paid Number Issued and fully paid £’000
At 1 January 2024 393,916,490 3,940
At 31 December 2024 393,916,490 3,940
The Company achieved admission to the specialist fund segment of the main market of the London Stock Exchange on 8 August 2017, raising £200,000,000. As a result of the IPO, at 8 August 2017, 200,000,000 shares at one pence each were issued and fully paid. The Company was admitted to the premium segment of the Official List of the Financial Conduct Authority and migrated to trading on the premium segment of the Main Market on 27 March 2018. Since then, there were three public offers up to 21 October 2020 with a further 193,916,490 Ordinary Shares of one pence each being issued and fully paid.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 21. Share Capital continued Rights, preferences and restrictions on shares: All Ordinary Shares carry equal rights, and no privileges are attached to any shares in the Company. All the shares are freely transferable, except as otherwise provided by law. 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. All shares rank equally with regards to the Company’s residual assets. The table above includes 450,000 treasury shares (note 23). Treasury shares do not hold any voting rights. 22. Share Premium Reserve The share premium reserve relates to amounts subscribed for share capital in excess of nominal value.
31 December 2025 £’000 31 December 2024 £’000
Balance at beginning of year 203,753 203,753
Balance at end of year 203,753 203,753
23. Treasury Shares Reserve
31 December 2025 £’000 31 December 2024 £’000
Balance at beginning of year (378) (378)
Balance at end of year (378) (378)
The treasury shares reserve relates to the value of shares purchased by the Company in excess of nominal value. No treasury shares were purchased during the current or prior year. As at 31 December 2025 and 31 December 2024, 450,000 1p Ordinary Shares were held by the Company.
24. Capital Reduction Reserve
31 December 2025 £’000 31 December 2024 £’000
Balance at beginning of year 155,359 155,359
Balance at end of year 155,359 155,359
The capital reduction reserve is a distributable reserve that was created on the cancellation of share premium. Capital Redemption Reserve
31 December 2025 £’000 31 December 2024 £’000
Balance at beginning of year 93 93
Balance at end of year 93 93
The Capital Redemption Reserve is the nominal value of the shares cancelled from the share buybacks. 25. Retained Earnings
31 December 2025 £’000 31 December 2024 £’000
Balance at beginning of year 26,977 84,850
Total comprehensive income for the year 2,993 (36,389)
Dividends paid (21,961) (21,484)
Balance at end of year 8,009 26,977
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OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 26. Dividends
Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000
1.3650p for the 3 months to 31 December 2023 paid on 28 March 2024 5,371
1.3650p for the 3 months to 31 March 2024 paid on 28 June 2024 5,371
1.3650p for the 3 months to 30 June 2024 paid on 4 October 2024 5,371
1.3650p for the 3 months to 30 September 2024 paid on 13 December 2024 5,371
1.3650p for the 3 months to 31 December 2024 paid on 11 April 2025 5,371
1.4055p for the 3 months to 31 March 2025 paid on 27 June 2025 5,530
1.4055p for the 3 months to 30 June 2025 paid on 3 October 2025 5,530
1.4055p for the 3 months to 30 September 2025 paid on 19 December 2025 5,530
21,961 21,484
On 20 March 2026, the Company declared an interim dividend of 1.4055 pence per Ordinary share for the period 1 October 2025 to 31 December 2025. The total dividend of £5,530,172 will be paid on or around 21 April 2026 to Ordinary shareholders on the register on 7 April 2026. The Company intends to pay dividends to shareholders on a quarterly basis and in accordance with the REIT regime. Dividends are not payable in respect of the Treasury shares held by the Company.
27. Leases A. Leases as lessee The following table sets out a maturity analysis of lease payments, showing the undiscounted lease payments to be paid after the reporting date:
< 1 year £’000 1-2 years £’000 2-3 years £’000 3-4 years £’000 4-5 years £’000 > 5 years £’000 Total £’000
Lease payables
31 December 2025 40 40 40 40 40 7,117 7,317
31 December 2024 40 40 40 40 40 7,158 7,358
31 December 2025 £’000 31 December 2024 £’000
Current liabilities (note 17) 40 40
Non-current liabilities (note 18) 1,432 1,428
Balance at end of year 1,472 1,468
The above is in respect of properties held by the Group under leasehold. There are 23 properties (2024: 23) held under leasehold with lease terms which range from 125 years to 999 years. The Group’s leasing arrangements with lessors are headlease arrangements on land and buildings that have been sub-let under the Group’s normal leasing arrangements (see above) to tenants. The Group carries its interest in these headlease arrangements as long leasehold investment property (note 13).
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 27. Leases continued B. Leases as lessor The Group leases out its investment properties (see note 13). The undiscounted future minimum lease payments receivable by the Group under non-cancellable operating leases are as follows:
< 1 year £’000 1-2 years £’000 2-3 years £’000 3-4 years £’000 4-5 years £’000 > 5 years £’000 Total £’000
Lease receivables
31 December 2025 43,667 43,667 43,667 43,667 43,667 436,373 654,708
31 December 2024 42,689 42,689 42,689 42,689 42,689 469,767 683,212
Leases are direct-let agreements with Registered Providers for a term of at least 15 years and usually between 20 to 25 years with rental uplifts linked to CPI or RPI. All leases are full repairing and insuring (FRI) leases, the tenants are therefore obliged to repair, maintain and renew the properties back to the original conditions. The following table gives details of the percentage of annual rental income per Registered Provider with 10% or more than 10% share in any year presented. The increase in Portus’ share reflects the merger of Best and Westmoreland during the year, with the combined entity now reported under the Portus name. As a result, rental income previously attributed to two separate providers is now consolidated, creating the apparent step-change in Portus’ proportion of annual rental income.
Registered Provider 31 December 2025 % of total annual rent 31 December 2024 % of total annual rent
Inclusion Housing CIC 30 30
Portus Supported Housing Limited 14 N/A*
* Portus Supported Housing Limited was formed in 2025 following the merger of Westmoreland Supported Housing Ltd and Bespoke Supportive Tenancies Ltd. Other disclosures about leases are provided in notes 5, 13, 15, 17, 18 and 32.
28. Controlling Parties As at 31 December 2025 there is no ultimate controlling party of the Company. 29. Segmental Information IFRS 8 Operating Segments requires operating segments to be identified based on internal financial reports about components of the Group that are regularly reviewed by the Chief Operating Decision Maker (which in the Group’s case is delegated to the Delegated Investment Adviser Atrato for the year covered by these financial statements). The internal financial reports received by Atrato contain financial information at a Group level as a whole and there are no reconciling items between the results contained in these reports and the amounts reported in the financial statements. The Group’s property portfolio comprised 492 Social Housing properties as of 31 December 2025 (2024: 494) in England, Wales and Scotland. The Directors consider that these properties represent a coherent and diversified portfolio with similar economic characteristics and, as a result, these individual properties have been aggregated into a single operating segment. In the view of the Directors there is accordingly one reportable segment under the provisions of IFRS 8. All the Group’s properties are engaged in a single segment business with all revenue, assets and liabilities arising in the UK, therefore, no geographical segmental analysis is required by IFRS 8. 116 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 30. Related Party Disclosure Directors Directors are remunerated for their services at such rate as the Directors shall from time to time determine. The Chairman receives a director’s fee of £75,000 per annum (2024: £75,000), and the other directors of the Board receive a fee of £50,000 per annum (2024: £50,000). The Directors are also entitled to an additional fee of £7,500 in connection with the production of every prospectus by the Company (including the Issue). No additional fee was received by the Directors in the current year as no prospectus was produced. The Directors had the following beneficial interests in the issued ordinary share capital of the Company as of 31 December 2024 and at the date of this report:
Director 31 December 2025 31 December 2024
Peter Coward 80,076 80,076
Christopher Phillips 54,854 54,854
Tracey Fletcher-Ray 37,735 37,735
No shares were held by Ian Reeves, Cecily Davis, Bryan Sherriff and Fionnuala Hogan as of 31 December 2025 (31 December 2024: nil) or the date of resignation as applicable. Investment Manager With effect from 1 January 2025 Atrato Partners Limited has been appointed as the Company’s Investment Manager.
31. Consolidated Entities The Group consists of a parent Company, Social Housing REIT plc, incorporated in the UK and a number of subsidiaries held directly by the Company, which operate and are incorporated in the UK. The principal place of business of each subsidiary is the same as their place of incorporation. The Group owns 100% of the equity shares of all subsidiaries listed below and has the power to appoint and remove the majority of the Board of those subsidiaries. The relevant activities of the below subsidiaries are determined by the Board based on simple majority votes. Therefore, the Directors of the Company concluded that the Company has control over all these entities and all these entities have been consolidated within these financial statements. The principal activity of all the subsidiaries relates to property investment. The subsidiaries listed below were held as at 31 December 2025:
Name of Entity Registered Office Country of Incorporation Ownership %
TP REIT Super Holdco Limited* The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Holdco 1 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Holdco 2 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Holdco 3 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Holdco 4 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Holdco 5 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Propco 2 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Propco 3 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Propco 4 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
TP REIT Propco 5 Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
Norland Estates Limited The Scalpel 18th Floor, 52 Lime Street, London, EC3M 7AF UK 100%
* indicates entity is a direct subsidiary of Social Housing REIT plc.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 32. Financial Risk Management The Group is exposed to market risk, interest rate risk, credit risk and liquidity risk in the current and future periods. The Board oversees the management of these risks. The Board’s policies for managing each of these risks are summarised below. 32.1. Market risk The Group’s activities will expose it primarily to the market risks associated with changes in property values. Risk relating to investment in property Investment in property is subject to varying degrees of risk. Some factors that affect the value of the investment in property include: changes in the general economic climate; competition for available properties; obsolescence; and Government regulations, including planning, environmental and tax laws. Variations in the above factors can affect the valuation of assets held by the Group and as a result can influence the financial performance of the Group. The factors mentioned above have not had a material impact on the valuations of the investment properties as at 31 December 2025, and are not expected to in the immediate future, but will continue to be monitored closely. There was no impact on the valuations in the year ended 31 December 2025 from climate change factors, given that there is little measurable impact on inputs at present. 32.2. Interest rate risk The Group’s debt at 31 December 2025 does not have any exposure to interest rate risk. 32.3. Credit risk Credit risk is the risk that a counterparty will not meet its obligations under a financial instrument or customer contract, leading to a financial loss. The Group is exposed to credit risk from both its leasing activities and financing activities, including deposits with banks and other institutions as detailed in notes 16 and 19. Credit risk related to financial instruments and cash deposits One of the principal credit risks the Group faces arises with the funds it holds with banks and other institutions. At 31 December 2025 the Group has £25,414,000 in current accounts held at banks, see note 16. The Board believes that the credit risk on short-term deposits and current account cash balances is limited because the counterparties are banks and institutions with high credit ratings. In June 2025, we were pleased that Fitch Ratings re-affirmed the Group’s existing long-term Issuer Default Rating of ‘A-’ and senior secured ratings of ‘A’ in respect of both debt facilities, see note 19. All financial assets are regularly monitored. The maximum exposure to credit risk at the reporting date is the carrying value of financial assets disclosed in notes 14, 15 and 16. Credit risk related to leasing activities In respect of property investments, in the event of a default by a tenant, the Group will suffer a rental shortfall and additional costs concerning re-letting the property to another Social Housing Registered Provider. Credit risk is primarily managed by testing the strength of covenant of a tenant prior to acquisition and on an ongoing basis. The Investment Manager also monitors the rent collection in order to anticipate and minimise the impact of defaults by occupational tenants. Outstanding rent receivables are regularly monitored, the balance of outstanding rent relating to 31 December 2025 was nil as at 28 February 2026, after a provision for the expected credit loss. The Group has leases in place with ten Registered Providers that have been deemed non-compliant by the Regulator of Social Housing (‘RSH’) as at 31 December 2025 (2024: 10). We continue to conduct ongoing due diligence on all Registered Providers and all rents payable under these leases have been paid. We continue to monitor and maintain a dialogue with the Registered Providers as they work with advisers and the RSH to implement a financial and governance improvement action plan in order to address the RSH’s concerns. The Board believes that the credit risk associated with the non-compliant rating is limited. 118 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 32. Financial Risk Management continued 32.3. Credit risk continued Rent receivable and insurance debtor are the Group’s only financial assets that is subjected to the expected credit loss model. While the Group has other financial assets that are also subject to the impairment requirements of IFRS 9, the identified impairment loss was immaterial. 32.4. Liquidity risk The Group manages its liquidity and funding risks by considering cash flow forecasts and ensuring sufficient cash balances are held within the Group to meet future needs. Prudent liquidity risk management implies maintaining sufficient cash and marketable securities, the availability of financing through appropriate and adequate credit lines, and the ability of customers to settle obligations within normal terms of credit. The Group ensures, through forecasting of capital requirements, that adequate cash is available to fund the Group’s operating activities on a weekly basis Upcoming cash requirements are compared to existing cash reserves available, followed by discussions around optimal cash management opportunities in order to best manage liquidity risk. The following table details the Group’s liquidity analysis:
31 December 2025 < 3 months £’000 3-12 Months £’000 1-5 years £’000 > 5 years £’000 Total £’000
Headleases (note 27) 10 30 160 7,117 7,317
Trade and other payables (note 17) 2,708 2,708
Bank and other borrowings (note 19)
– Fixed interest rate 41,500 222,000 263,500
Interest payable on bank and other borrowings:
– Fixed interest rate 1,804 5,413 25,836 21,905 54,958
Total 4,522 5,443 67,496 251,022 328,483
32.5. Financial instruments The Group’s principal financial assets and liabilities, which are all held at amortised cost, are those that arise directly from its operation: trade and other receivables, trade and other payables, headleases, borrowings and cash, cash equivalents and restricted cash. Set out below is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments that are included in the financial statements:
Book value 31 December 2025 £’000 Fair value 31 December 2025 £’000 Book value 31 December 2024 £’000 Fair value 31 December 2024 £’000
Financial liabilities:
Bank and other borrowings 261,718 212,992 261,441 202,836
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 33. Post Balance Sheet Events Dividend On 20 March 2026, the Company declared an interim dividend of 1.4055 pence per Ordinary share for the period 1 October 2025 to 31 December 2025. The total dividend of £5,530,172 will be paid on or around 21 April 2026 to Ordinary shareholders on the register on 7 April 2026. Property Sales 3 non-performing properties sales have completed at time of announcement, being those assets held for sale at 31 December 2025. The properties were sold for £1,770,000. Assignment of Leases to Independent Housing Ltd Following regulatory engagement, two properties were successfully assigned from Pivotal to Independent Housing Ltd. Westmoreland FRI Lease Reversion 20 properties previously assigned from Parasol to Portus (formerly Westmoreland) achieved stabilisation and reverted to fully-repairing and insuring lease terms. 34. Capital Commitments The Group does not have capital commitments in both the prior year and the current year. 120 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 35. Earnings Per Share Earnings per share (“EPS”) amounts are calculated by dividing profit for the year attributable to ordinary shareholders of the Company by the weighted average number of Ordinary Shares in issue during the period. As there are no dilutive instruments outstanding, both basic and diluted earnings per share are the same. The calculation of basic and diluted earnings per share is based on the following:
Year ended 31 December 2025 Year ended 31 December 2024
Calculation of Earnings per share
Net profit/(loss) attributable to Ordinary Shareholders (£’000) 2,993 (36,389)
Weighted average number of Ordinary Shares (excluding treasury shares) 393,466,490 393,466,490
IFRS Earnings/(loss) per share – basic and diluted 0.76 (9.25)
Calculation of EPRA Earnings per share
Net profit/(loss) attributable to Ordinary Shareholders (£’000) 2,993 (36,389)
Loss from fair value adjustment on investment properties (£’000) 22,053 53,030
Termination fees (£’000) 3,343
EPRA earnings (£’000) 25,046 19,984
Non-cash adjustments to include:
Amortisation of loan arrangement fees (£’000) 277 287
Movement in Lease Incentive Debtor (£’000) 372 965
Adjusted earnings (£’000) 25,695 21,236
Weighted average number of Ordinary Shares (excluding treasury shares) 393,466,490 393,466,490
EPRA earnings per share – basic and diluted 6.37p 5.08p
Adjusted earnings per share – basic and diluted 6.53p 5.40p
EPRA released revised Best Practice Reporting guidelines during September 2024 which are effective for reporting periods beginning on or after 1 October 2024. The revised guidelines permit adjustments in respect of non-operating or exceptional items within EPRA earnings as they are unusual in nature and very unlikely to reoccur in the foreseeable future. The termination payments of £3,343,000 in respect of the change in Investment manager in 2024 are considered to be exceptional items and have been added back in arriving at EPRA earnings. Adjusted earnings is a performance measure used by the Board to assess the Group’s dividend payments. The metric adjusts EPRA earnings for non-cash items, including amortisation of ongoing loan arrangement fees and the movement in the lease incentive debtor. In the current year, an amount of £263,000 (2024: £1,984,000 in respect of a lease incentive debtor relating to Parasol when the leases were transferred to Westmoreland), was written off in respect of a lease incentive debtor relating to two properties that were sold in Q1 2025. The Board sees these adjustments as a reflection of actual cashflows which are supportive of dividend payments. The Board compares adjusted earnings to the available distributable reserves when considering the level of dividend to pay.
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NOTES TO THE GROUP FINANCIAL STATEMENTS For the year ended 31 December 2025 36. Net Asset Value Per Share Basic Net Asset Value (“NAV”) per share is calculated by dividing net assets in the Group Statement of Financial Position attributable to Ordinary Shareholders of the Company by the number of Ordinary Shares outstanding at the end of the period. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below. Net asset values have been calculated as follows:
31 December 2025 31 December 2024
Net assets at the end of the year (£’000) 370,776 389,744
Shares in issue at end of the year (excluding treasury shares) 393,446,490 393,466,490
Dilutive shares in issue
IFRS NAV per share – basic and dilutive 94.23p 99.05p
37. Capital Management The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns for shareholders and to maintain an optimal capital structure to minimise the cost of capital. The Group considers proceeds from share issuance, bank and other borrowings and retained earnings as capital. Any surplus cash balances are invested in cash equivalents, near cash instruments and money market instruments, in order to maximise returns pending re-investment or distributions. The level of borrowing will be on a prudent basis for the asset class and will seek to achieve a low cost of funds, whilst maintaining the flexibility in the underlying security requirements and the structure of both the investment property portfolio and the Group. The Directors currently intend that the Group should target a level of aggregate borrowings over the medium term equal to approximately 40% of the Group’s Gross Asset Value. The aggregate borrowings will always be subject to an absolute maximum, calculated at the time of drawdown, of 50% of the Gross Asset Value. The initial fixed rate facility with MetLife requires an asset cover ratio of x2.00 and an interest cover ratio of x1.75. At 31 December 2025, the Group was fully compliant with both covenants with an asset cover ratio of x2.39 (2024: x2.49) and an interest cover ratio of x4.89 (2024: x4.78). The subsequent facility with MetLife and Barings requires an asset cover ratio of x1.67 and an interest cover ratio of x1.75. At 31 December 2025, the Group was fully compliant with both covenants with an asset cover ratio of x1.96 (2024: x2.01) and an interest cover ratio of x4.82 (2024: x4.28). 122 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
Note Year ended 31 December 2025 £’000 Year ended 31 December 2024 £’000 Assets Non-current assets Investment in subsidiaries 4 358,968 379,703 Total non-current assets 358,968 379,703 Current assets Trade and other receivables 5 1,649 6,829 Cash, cash equivalents and restricted cash 6 12,132 13,988 Total current assets 13,781 20,817 Total assets 372,749 400,520 Liabilities Current liabilities Trade and other payables 7 1,973 10,776 Total current liabilities 1,973 10,776 Total liabilities 1,973 10,776 Total net assets 370,776 389,744 Equity Share capital 8 3,940 3,940 Share premium reserve 9 203,753 203,753 Treasury shares reserve 10 (378) (378) Capital reduction reserve 11 155,359 155,359 Capital redemption reserve 11 93 93 Retained earnings 13 8,009 26,977 Total equity 370,776 389,744 IFRS net asset value per share – basic and diluted 14 94.23p 99.05p The Company has taken advantage of the exemption allowed under Section 408 of the Companies Act 2006 and has not presented its own Statement of Comprehensive Income in these financial statements. The profit of the Company for the year was £2,993,000 (2024: Loss of £36,389,000). The Company Financial Statements were approved and authorised for issue by the Board on 25 March 2026 and signed on its behalf by: Chris Phillips Chair 25 March 2026 The accompanying notes on pages 125 to 130 form an integral part of these Company Financial Statements. OVERVIEW STRATEGIC REPORT GOVERNANCE FINANCIAL STATEMENTS OTHER INFORMATION 123 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 COMPANY STATEMENT OF FINANCIAL POSITION As at 31 December 2025
Note Share capital £’000 Share premium reserve £’000 Treasury shares reserve £’000 Capital redemption reserve £’000 Capital reduction reserve £’000 Retained earnings £’000 Total equity £’000 Balance at 1 January 2025 3,940 203,753 (378) 93 155,359 26,977 389,744 Total comprehensive income for the year 2,993 2,993 Transactions with owners Dividends paid 12 (21,961) (21,961) Balance at 31 December 2025 3,940 203,753 (378) 93 155,359 8,009 370,776 Note Share capital £’000 Share premium reserve £’000 Treasury shares reserve £’000 Capital redemption reserve £’000 Capital reduction reserve £’000 Retained earnings £’000 Total equity £’000 Balance at 1 January 2024 3,940 203,753 (378) 93 155,359 84,850 447,617 Total comprehensive income for the year (36,389) (36,389) Transactions with owners Dividends paid 12 (21,484) (21,484) Balance at 31 December 2024 3,940 203,753 (378) 93 155,359 26,977 389,744 The accompanying notes on pages 125 to 130 form an integral part of these Company Financial Statements. 124 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 COMPANY STATEMENT OF CHANGES IN EQUITY For the year ended 31 December 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION NOTES TO THE COMPANY FINANCIAL STATEMENTS For the year ended 31 December 2025 1. Basis of Preparation The financial statements have been prepared in accordance with Financial Reporting Standard 100 Application of Financial Reporting Requirements (“FRS 100”) and Financial Reporting Standard 101 Reduced Disclosure Framework (“FRS 101”) and in accordance with the Companies Act 2006. 1.1. Disclosure exemptions adopted In preparing these financial statements the Company has taken advantage of all disclosure exemptions conferred by FRS 101. Therefore, these financial statements do not include: certain disclosures regarding the Company’s capital; a statement of cash flows; the effect of future accounting standards not yet adopted; the disclosure of the remuneration of key management personnel; and disclosure of related party transactions with other wholly owned members of the Group. In addition, and in accordance with FRS 101 further disclosure exemptions have been adopted because equivalent disclosures are included in the Group Financial Statements. These financial statements do not include certain disclosures in respect of: financial instruments; and fair value measurement other than certain disclosures required as a result of recording financial instruments at fair value. The material accounting policy information applied in the preparation of the financial statements are set out below. 2. Summary of Material Accounting Policies 2.1. Currency The Company financial information is presented in Sterling which is also the Company’s functional currency. 2.2. Investment in subsidiaries Investment in subsidiaries is included in the Company’s Statement of Financial Position at cost less provision for impairment. Investments are subject to impairment tests whenever events or changes in circumstances indicate that their carrying amount may not be recoverable. Where the carrying value of an asset exceeds its recoverable amount, the asset is written down accordingly. Impairment charges are included in profit or loss, except to the extent they reverse gains previously recognised in other comprehensive income. Where assets have been transferred within the Group, a capital reduction in the originating company is performed, and a dividend is declared to Social Housing REIT plc. This results in an impairment to investments in subsidiaries. 2.3. Trade and other receivables Trade and other receivables are amounts due in the ordinary course of business. If collection is expected in one year or less from the end of the reporting period, they are classified as current assets. Rent receivables are initially recognised at fair value plus transaction costs and are subsequently carried at amortised cost, less provision for impairment. Impairment provisions for amounts due from subsidiaries are recognised based on a forward-looking expected credit loss model using the general approach. The methodology used to determine the amount of the provision is based on whether there has been a significant increase in credit risk since initial recognition of the financial asset. For those where the credit risk has not increased significantly since initial recognition of the financial asset, 12 month expected credit losses along with gross interest income are recognised. For those for which credit risk has increased significantly, lifetime expected credit losses along with the gross interest income are recognised. For those that are determined to be credit impaired, lifetime expected credit losses along with interest income on a net basis are recognised. 2.4. Dividend payable to shareholders Dividends to the Company’s shareholders are recognised as a liability in the Company’s financial statements in the period in which the dividends are approved. Interim dividends are recognised when paid. In the case of final dividends, this is when approved by the shareholders at the Annual General Meeting. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 125
NOTES TO THE COMPANY FINANCIAL STATEMENTS For the year ended 31 December 2025 2.5. Investment management fees Investment management fees are recognised in the profit or loss on an accrual basis. 2.6. Treasury shares Consideration paid or received for the purchase or sale of treasury shares is recognised directly in equity. The cost of treasury shares held is presented as a separate reserve (the “treasury share reserve”). Any excess of the consideration received on the sale of treasury shares over the weighted average cost of the shares sold is credited to retained earnings. 3. Significant Accounting Judgements, Estimates and Assumptions The preparation of the Company’s Financial Statements requires the Directors to make judgements, estimates and assumptions that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities at the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of the asset or liability affected in future periods. The estimate and associated assumptions that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year is as follows: Investments Investments held as non-current assets are stated at cost less any provision for impairment. The Directors assess the recoverability of investments made and economic benefit of the investments based on market conditions, economic forecasts and cash flow estimates. 4. Investment in Subsidiaries 31 December 2025 31 December 2024 £000 £000 Balance at beginning of year 379,703 432,498 Impairment charge for the year (28,224) (53,644) Additions 7,489 849 Balance at end of year 358,968 379,703 Investment in subsidiaries are included in the Company’s Statement of Financial Position at cost less provision for impairment. An impairment of £28,224,000 (2024: £53,644,000) has been recognised in the current year following the reduction in the valuations of the underlying investment properties. Following these valuation reductions the net assets of certain subsidiaries no longer support the carrying value of the investments in line with the recoverable amount, which was also considered to be its value in use. The underlying assumptions are detailed in note 13 to the Group financial statements. There has also been a material increase in amounts due from subsidiaries during the year, these amounts are expected to be settled in full post period end. Given that the underlying investments are supported by a valuation of the properties, the Company has considered the recoverable amount by reference to the net asset value of the Group. If the average discount rate in the valuation of the Group’s investment properties were 1% lower/higher, the carrying value would be £64,308,000 higher/£54,751,000 lower respectively. A list of the Company’s subsidiary undertakings as at 31 December 2025 is included in note 31 of the Group Financial Statements. 126 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 5. Trade and other Receivables 31 December 2025 31 December 2024 £000 £000 Amounts due from subsidiaries 1,492 6,696 Prepayments 143 133 Other receivables 14 1,649 6,829 The directors consider that the carrying value of trade and other receivables approximate their fair value. All amounts are due to be received within one year from the reporting date. The Company applies the general approach to providing for expected credit losses under IFRS 9 for amounts due from subsidiaries. The expected credit loss in the current year and prior year are immaterial. 6. Cash, Cash Equivalents and Restricted Cash 31 December 2025 31 December 2024 £000 £000 Restricted cash 427 593 Cash at bank 3,684 13,391 Cash Held by Lawyers 21 4 Liquidity Funds 8,000 12,132 13,988 Restricted cash represents monies held in escrow in relation to the transfer of leases to be used for future costs. Liquidity funds represent surplus cash deposited with Treasury Spring across multiple accounts with varying maturities. This arrangement was implemented to achieve improved interest returns on available cash. 7. Trade and Other Payables Current Liabilities 31 December 2025 31 December 2024 £000 £000 Trade payables 1,179 139 Accruals 764 5,518 Amounts owed to subsidiaries 10 5,099 Other creditors 20 20 1,973 10,776 The directors consider that the carrying value of trade and other payables approximate their fair value. All amounts are due for payment within one year from the reporting date. The £1,179,000 of trade payables includes £836,000 owed to Atrato in relation to Q4’s management fee, this was settled in early January 2026. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 127
NOTES TO THE COMPANY FINANCIAL STATEMENTS For the year ended 31 December 2025 8. Share Capital Issued and fully Issued and fully paid paid Number £’000 At 1 January 2025 393,916,490 3,940 At 31 December 2025 393,916,490 3,940 Issued and fully Issued and fully paid paid Number £’000 At 1 January 2024 393,916,490 3,940 At 31 December 2024 393,916,490 3,940 The Company was admitted to the premium segment of the Official List of the Financial Conduct Authority and migrated to trading on the premium segment of the Main Market on 27 March 2018. Further details are provided in note 21 of the Group Financial Statements. 9. Share Premium Reserve The share premium reserve relates to amounts subscribed for share capital in excess of nominal value. 31 December 2025 31 December 2024 £’000 £’000 Balance at beginning of year 203,753 203,753 Balance at end of year 203,753 203,753 10. Treasury Shares Reserve 31 December 2025 31 December 2024 £’000 £’000 Balance at beginning of year (378) (378) Balance at end of year (378) (378) The treasury shares reserve relates to the value of shares purchased by the Company in excess of nominal value. No treasury shares were purchased during the current or prior year. As at 31 December 2025, 450,000 1p Ordinary Shares are held by the Company (31 December 2024: 450,000 1p Ordinary Shares). 11. Capital Reduction Reserve 31 December 2025 31 December 2024 £’000 £’000 Balance at beginning of year 155,359 155,359 Balance at end of year 155,359 155,359 The capital reduction reserve relates to the distributable reserve established on cancellation of the share premium reserve. Capital Redemption Reserve 31 December 2025 31 December 2024 £’000 £’000 Balance at beginning of year 93 93 Balance at end of year 93 93 The Capital Redemption Reserve is the nominal value of the shares cancelled from the share buybacks. 128 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE FINANCIAL OTHER REPORT STATEMENTS INFORMATION 12. Dividends Year ended Year ended 31 December 2025 31 December 2024 £’000 £’000 1.3650p for the 3 months to 31 December 2023 paid on 28 March 2024 5,371 1.3650p for the 3 months to 31 March 2024 paid on 28 June 2024 5,371 1.3650p for the 3 months to 30 June 2024 paid on 4 October 2024 5,371 1.3650p for the 3 months to 30 September 2024 paid on 13 December 2024 5,371 1.3650p for the 3 months to 31 December 2024 paid on 11 April 2025 5,371 1.4055p for the 3 months to 31 March 2025 paid on 27 June 2025 5,530 1.4055p for the 3 months to 30 June 2025 paid on 3 October 2025 5,530 1.4055p for the 3 months to 30 September 2025 paid on 19 December 2025 5,530 21,961 21,484 On 20 March 2026, the Company declared an interim dividend of 1.4055 pence per Ordinary share for the period 1 October 2025 to 31 December 2025. The total dividend of £5,530,172 will be paid on or around 21 April 2026 to Ordinary shareholders on the register on 7 April 2026. The Company intends to pay dividends to shareholders on a quarterly basis and in accordance with the REIT regime. Dividends are not payable in respect of the treasury shares held by the Company. 13. Retained Earnings 31 December 2025 31 December 2024 £’000 £’000 Balance at beginning of year 26,977 84,850 Total comprehensive income for the year 2,993 (36,389) Dividends paid (21,961) (21,484) Balance at end of year 8,009 26,977 14. Net Asset Value Per Share Net Asset Value per share is calculated by dividing net assets in the Company Statement of Financial Position attributable to ordinary equity holders of the Company by the number of Ordinary Shares outstanding at the end of the year. Although there are no dilutive instruments outstanding, both basic and diluted NAV per share are disclosed below. Net asset values have been calculated as follows: 31 December 2025 31 December 2024 Net assets at the end of the year (£’000) 370,776 389,744 Shares in issue at end of the year (excluding treasury shares) 393,466,490 393,466,490 Dilutive shares in issue NAV per share - basic and dilutive 94.23p 99.05p 15. Related Party Transactions The Company has taken advantage of the exemption not to disclose transactions with other members of the Group as the Company Financial Statements are presented together with the Group Financial Statements. Note 30 of the Notes to the Group Financial Statements includes details of other related party transactions undertaken by the Company and its subsidiaries. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 129
NOTES TO THE COMPANY FINANCIAL STATEMENTS For the year ended 31 December 2025 16. Post Balance Sheet Events Dividend On 20 March 2026, the Company declared an interim dividend of 1.4055 pence per Ordinary share for the period 1 October 2025 to 31 December 2025. The total dividend of £5,530,172 will be paid on or around 21 April 2026 to Ordinary shareholders on the register on 7 April 2026. 130 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE OTHER FINANCIAL REPORT INFORMATION STATEMENTS UNAUDITED PERFORMANCE MEASURES For the year ended 31 December 2025 1. EPRA Net Reinstatement Value 31 December 2025 31 December 2024 IFRS NAV/EPRA NAV (£’000) 370,776 389,744 Include: Real Estate Transfer Tax* (£’000) 36,700 38,594 EPRA Net Reinstatement Value (£’000) 407,476 428,338 Fully diluted number of shares 393,466,490 393,466,490 PRA Net Reinstatement value per share 103.56p 108.86p * Purchasers’ costs 2. EPRA Net Disposal Value 31 December 2025 31 December 2024 IFRS NAV/EPRA NAV (£’000) 370,776 389,744 Include: Fair value of debt* (£’000) 48,726 58,605 EPRA Net Disposal Value (£’000) 419,502 448,349 Fully diluted number of shares 393,466,490 393,466,490 EPRA Net Disposal Value** 106.62p 113.95p * Difference between interest-bearing loans and borrowings included in Group Statement of Financial Position at amortised cost, and the fair value of interest-bearing loans and borrowings. ** Equal to the EPRA NNNAV disclosed in previous reporting periods. 3. EPRA Net Tangible Assets 31 December 2025 31 December 2024 IFRS NAV/EPRA NAV (£’000) 370,776 389,744 EPRA Net Tangible Assets (£’000) 370,776 389,744 Fully diluted number of shares 393,466,490 393,466,490 EPRA Net Tangible Assets* 94.23p 99.05p * Equal to IFRS NAV and previous EPRA NAV metric as none of the EPRA Net Tangible Asset adjustments are applicable as at 31 December 2025 or 31 December 2024. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 131
UNAUDITED PERFORMANCE MEASURES For the year ended 31 December 2025 4. EPRA net initial yield (NIY) and EPRA “topped up” NIY 31 December 2025 31 December 2024 £’000 £’000 Investment properties – wholly-owned (excluding head lease ground rents) 603,288 623,227 Less: development properties Completed property portfolio 603,288 623,227 Allowance for estimated purchasers’ costs 36,700 38,594 Gross up completed property portfolio valuation 639,988 661,821 Annualised passing rental income 43,657 42,606 Property outgoings Annualised net rents 43,657 42,606 Contractual increases for lease incentives 10 83 Topped up annualised net rents 43,667 42,689 EPRA NIY 6.82% 6.44% EPRA Topped Up NIY 6.82% 6.45% 5. Ongoing Charges Ratio 31 December 2025 31 December 2024 £’000 £’000 Annualised ongoing charges 5,757 6,885 Average undiluted net assets 380,260 418,681 Ongoing charges 1.51% 1.64% 6. EPRA Vacancy Rate 31 December 2025 31 December 2024 £’000 £’000 Estimated Market Rental Value (ERV) of vacant spaces 673 138 Estimated Market Rental Value (ERV) of whole portfolio 43,805 42,826 EPRA Vacancy Rate 1.54% 0.32% The EPRA vacancy rate is calculated as the ERV of the unrented, lettable space as a proportion of the total rental value of the Investment Property portfolio. This is expected to continue to be a highly immaterial percentage. As at 31 December 2025, the portfolio comprised four vacant properties, representing a combined ERV of £673k (31 December 2024: one vacant property at ERV: £138k). 132 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE OTHER FINANCIAL REPORT INFORMATION STATEMENTS 7. EPRA Cost Ratio 31 December 2025 31 December 2024 £’000 £’000 Administration expenses per IFRS 4,347 3,863 Service charge income Service charge costs Net Service charge costs Management fees 3,265 7,814 Total costs (including direct vacant property costs) (A) 7,612 11,677 Vacant property costs (276) (33) Total costs (excluding direct vacant property costs) (B) 7,336 11,644 Gross rental income per IFRS 40,743 39,072 Less: service charge components of gross rental income Gross rental income (C) 40,743 39,072 EPRA Cost ratio (inc. direct vacant property costs) (A/C) 18.68% 29.89% EPRA Cost ratio (exc. direct vacant property costs) (B/C) 18.00% 29.81% 8. EPRA Like-For-Like Rental Growth Year ended Year ended Like-for-Like 31 December 2025 31 December 2024 rental growth Sector £’000 £’000 % UK 43,492 42,553 2.21% The like-for-like rental growth is based on the changes in rental income for those properties which have been held for the duration of both the current and comparative reporting period. Properties acquired, disposed of or under development during either period are excluded. This represents a portfolio valuation, as assessed by the valuer of £606.3 million (31 December 2024: £626.4 million). SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 133
UNAUDITED PERFORMANCE MEASURES For the year ended 31 December 2025 9. EPRA LTV 31 December 2025 31 December 2024 £’000 £’000 Group Net Debt Borrowings from financial institutions 263,250 262,969 Net payables Less: Cash and cash equivalents (25,414) (27,492) Group Net Debt Total (A) 237,836 235,477 Group Property Value Investment properties at fair value 602,814 624,695 Assets held for sale 1,947 Intangibles Net receivables 3,852 526 Financial assets Total Group Property Value (B) 608,613 625,221 Group LTV (A/B) 39.08% 37.66% Share of Joint Ventures Debt Bond loans Net payables JV Net Debt Total (A) Group Property Value Owner-occupied property Investment properties at fair value Total JV Property Value (B) JV LTV (A/B) 0.00% 0.00% Combined Net Debt (A) 237,836 235,477 Combined Property Value (B) 608,613 625,221 Combined LTV (A/B) 39.08% 37.66% 134 134 SOCIAL HOUSING REIT PLC SOCIAL HOUSING REIT PLC | | ANNUAL REPORT & ACCOUNTS 2025 ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE OTHER FINANCIAL REPORT INFORMATION STATEMENTS 10. EPRA Property Related Capital Expenditure Year ended Year ended 31 December 2025 31 December 2024 Group £’000 £’000 Acquisitions Development 1,531 1,499 Investment Properties 669 722 Group Total CapEx 2,200 2,221 Joint Venture Acquisitions Development Investment Properties Joint Venture CapEx Total CapEx 2,200 2,221 Acquisitions relate to purchase of investment properties in the year end and includes capitalised acquisition costs. Development relates to capitalised costs in relation to development expenditure on the property portfolio. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 135
GLOSSARY AND DEFINITIONS “AIC Code” AIC Code of Corporate Governance produced by the Association of Investment Companies. “AIC Guide” AIC Corporate Governance Guide for Investment Companies produced by the Association of Investment Companies. “AIFM” the alternative investment fund manager of the Company being Atrato Partners Limited. “AIFMD” the EU Alternative Investment Fund Managers Directive 2011/61/EU. “Approved Provider” a housing association, Local Authority or other regulated organisation in receipt of direct payment from local government including a care provider. “Basic NAV” the value, as at any date, of the assets of the Company after deduction of all liabilities determined in accordance with the accounting policies adopted by the Company from time to time. “Board” the Directors of the Company from time to time. “Company” Social Housing REIT plc (company number 10814022). “DTR” the Disclosure Guidance and Transparency Rules sourcebook containing the Disclosure Guidance, Transparency Rules, corporate governance rules and the rules relating to primary information providers. “EPRA” the European Public Real Estate Association. “GAV” the gross assets of the Company in accordance with applicable accounting rules from time to time. “Group” the Company and any subsidiary undertakings from time to time. “Investment Manager” Atrato Partners Limited (company number 10533101). “IPO” the admission by the Company of 200 million Ordinary Shares to trading on the Specialist Fund Segment of the Main Market, which were the subject of the Company’s initial public offering on 8 August 2017. “NAV” the net assets of the Company in accordance with applicable accounting rules from time to time. “NIY” net initial yield, being the annual rent generated under a lease in respect of a property divided by the combined total of that property’s acquisition price and acquisition costs. “Ordinary Shares” ordinary shares of £0.01 each in the capital of the Company. “Registered Provider” a housing association or Local Authority. “Regulator of Social Housing” the Regulator of Social Housing is an executive non-departmental public body, sponsored by the Department for Levelling Up, Housing and Communities responsible for promoting a viable, efficient and well-governed social housing sector. 136 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE OTHER FINANCIAL REPORT INFORMATION STATEMENTS “REIT” means a qualifying real estate investment trust in accordance with the UK REIT Regime introduced by the UK Finance Act 2006 and subsequently re-written into Part 12 of the Corporation Tax Act 2010. “Supported Housing” accommodation that is suitable, or adapted, for residents with special needs, which may (but does not necessarily): (a) include some form of personal care provided by a supported housing care provider; and/or (b) that enable those tenants to live independently in the community. “Specialised Supported Housing” accommodation which is designed, structurally altered, refurbished or designated for occupation by, and made available to, residents who require specialised services or support in order to enable them to live, or to adjust to living, independently within the community. “Total Return” the percentage increase in net asset value plus dividends paid since IPO. “WAULT” the weighted average unexpired lease term certain across the portfolio, weighted by contracted rental income. We have included all parts of the term certain, including additional leases which are triggered by landlords’ put options, but not those triggered by lessees’ call options unless the options were mutual. SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025 137
SHAREHOLDER INFORMATION Non-Executive Directors Financial Public Relations Adviser Chris Phillips Lauder Teacher Associates Peter Coward 23A Beak Street Tracey Fletcher-Ray London Cecily Davis W1F 9RS Bryan Sherriff Registered Office Fionnuala Hogan Jos Short (appointed 1 March 2026) The Scalpel 18th Floor 52 Lime Street Alternative Investment Fund Manager London (“Investment Manager”) EC3M 7AF Atrato Partners Limited Legal Advisor 3rd Floor 10 Bishops Square Gowling WLG (UK) LLP London 4 More London Riverside E1 6EG London SE1 2AU Sole Financial Adviser And Corporate Broker Depositary Deutsche Numis 21 Moorfields INDOS Financial Limited London 52 Lime Street EC2Y 9DB London EC3M 7AF Tax Adviser Deloitte LLP Registrar 1 New Street Square Computershare Investor Services PLC London The Pavilions EC4A 3BZ Bridgwater Road Bristol Company Secretary BS99 6ZZ Hanway Advisory Limited The Scalpel 18th Floor Valuer 52 Lime Street Jones Lang LaSalle Limited London 30 Warwick Street EC3M 7AF London W1B 5NH Auditor BDO LLP 55 Baker Street London W1U 7EU 138 SOCIAL HOUSING REIT PLC | ANNUAL REPORT & ACCOUNTS 2025
OVERVIEW STRATEGIC GOVERNANCE OTHER FINANCIAL REPORT INFORMATION STATEMENTS
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